GIWAHS Founding Partner Terms
Document: 26 · Legal & Compliance Pack Version: 1.0 – Founder Draft (pre-publication) Status: Authored by AI under Doc 09 Autonomous Execution Standard. MUST be reviewed and signed off by qualified legal counsel in the applicable jurisdictions (NZ, EU/UK, US, AU) before being published on giwahs.com or attached to any subscription checkout. Effective Date: To be inserted on publication. Last Updated: To be inserted on publication. Cross-references: Docs 01 (Founding Partner Charter), 02 (Benefits Matrix), 03 (Lifecycle Policy), 24 (Privacy Policy), 25 (Terms of Service), 27 (Refund & Cancellation Policy), 23 (Pricing Reference Card).
Order of precedence: These Founding Partner Terms supplement and prevail over the general Terms of Service (Doc 25) only with respect to matters specifically addressed below. All other matters remain governed by Doc 25.
1. Purpose
These Founding Partner Terms (“FP Terms”) govern the relationship between Whaitiri Black Limited, a company incorporated in New Zealand, trading as GIWAHS (the “Company”, “GIWAHS”, “we”, “us”, “our”) and any organisation that subscribes to a Gold Founding Partner, Elite Founding Partner, or Enterprise Founding Partner subscription (each a “Founding Partner”, “Founder”, or “you”) through https://giwahs.com.
The contracting party for these FP Terms is Whaitiri Black Limited. References to “GIWAHS” in this document refer to Whaitiri Black Limited acting under its trading name.
By completing checkout for a Founding Partner subscription, you confirm that you have read, understood, and accepted these FP Terms, the Terms of Service (Doc 25), the Privacy Policy (Doc 24), and the Refund & Cancellation Policy (Doc 27).
2. The Founding Partner Programme
GIWAHS is making available a limited, global, one-time Founding Partner Programme during the foundation phase of the Platform.
A maximum of 500 Founding Partner positions will ever be issued globally, allocated as follows:
| Tier | Maximum positions worldwide |
|---|---|
| Gold Founding Partner | 300 |
| Elite Founding Partner | 150 |
| Enterprise Founding Partner | 50 |
| Total | 500 |
The programme is released in waves. The size and timing of each wave is at GIWAHS’s discretion. When all positions for a tier are allocated, that tier closes for the wave, and prospective Founders may join the waitlist for the next wave or for a returning seat (Section 9).
The programme will permanently close once all 500 positions have been allocated. No additional Founding Partner positions will ever be created.
3. Pricing
3.1 Founder pricing (USD, annual)
| Tier | Founder annual price | Standard annual price | Annual saving |
|---|---|---|---|
| Gold Founding Partner | USD $490 | USD $990 | USD $500 |
| Elite Founding Partner | USD $1,490 | USD $2,990 | USD $1,500 |
| Enterprise Founding Partner | USD $4,990 | USD $7,400 | USD $2,410 |
Prices are exclusive of applicable taxes, which are calculated and collected at checkout by Stripe Tax.
3.2 Price-lock guarantee (the “10-Year Founder Lock”)
For so long as your Founding Partner subscription remains continuously active (Section 4), GIWAHS commits that your annual subscription fee for the tier you originally purchased will not exceed the Founder annual price for that tier for a period of 10 years from your initial subscription date (the “Price-Lock Period”).
The Price-Lock Guarantee is the central economic commitment of the Founding Partner Programme. It is personal to your organisation and the tier you purchased; it is not transferable to a different tier, a different organisation, or a different programme.
3.3 Annual renewals during the Price-Lock Period
During the Price-Lock Period, your subscription will auto-renew annually at the Founder annual price for your tier, plus applicable taxes, on each anniversary of your initial subscription date.
3.4 After the Price-Lock Period
On the first renewal after the Price-Lock Period ends, the price will reset to GIWAHS’s then-current Founding Partner renewal rate or, if no Founding Partner rate is published, the then-current Standard annual price for your tier. We will give you at least 60 days’ prior written notice of the new price.
3.5 Tier upgrades
You may at any time upgrade to a higher Founding Partner tier subject to seat availability. Your Price-Lock Period for the new tier begins on the upgrade date. Any unused, prepaid portion of your prior tier will be credited pro rata against the upgrade fee.
3.6 Tier downgrades
Founding Partner subscriptions may not be downgraded to a lower Founder tier mid-term. You may cancel and re-purchase at a lower Founder tier, subject to seat availability and Section 7 (Re-entry), but doing so terminates the Price-Lock Period associated with the higher tier.
4. Continuity Requirement
The benefits of Founding Partner status — including the Price-Lock Guarantee, the assigned Founder Member Number, and the recognition benefits in Section 5 — are conditional on continuous active status.
“Continuously active” means: - your subscription has not been cancelled, terminated, or lapsed; and - all invoices have been paid within 14 days of their due date; and - you are not in material breach of these FP Terms or the Terms of Service.
If your subscription lapses (whether by cancellation, non-payment, or termination for cause), the Price-Lock Guarantee and Founder Member Number are forfeited as described in Section 7.
5. Founding Partner Benefits
Subject to your continued continuously-active status, you are entitled to:
- Founder Member Number — a permanent, sequential identifier (e.g., FP-0001, FP-0042) assigned upon (a) successful payment, (b) active subscription, and (c) completion of onboarding. The number is not reassigned if you cancel.
- Founder Badge — visible recognition on your supplier or buyer profile within the Platform.
- 10-Year Price-Lock — as described in Section 3.2.
- Tier benefits — RFQ participation, seat limits, verification status, and other benefits as set out in Doc 02 (Benefits Matrix) for your tier.
- Founders Wall recognition — once activated (D-031 milestone), Founders may be listed publicly on https://giwahs.com/founders subject to your opt-in.
- Early access to new Platform capabilities at GIWAHS’s discretion.
- Founder-only communications — quarterly product roadmap briefings, advance notice of major releases, and an invitation to provide feedback through the Founder Council (where established).
Specific feature availability may change over time consistent with Doc 25 §11 (Beta Features) and Doc 03 (Lifecycle Policy).
6. Allocation, Waves, and Waitlist
6.1 First-come, first-served
Within each wave, positions for a tier are allocated on a first-come, first-served basis to organisations that successfully complete checkout. Submitting a checkout session does not guarantee a position — only successful payment and onboarding completion locks the Founder Member Number for your organisation.
6.2 Waitlist
If a tier is full at the time of your purchase intent, you may join the waitlist. Waitlist entries are queued by (tier, joined_at). When a position becomes available, the earliest queued organisation is notified by email and has a 72-hour exclusive purchase window to complete checkout before the position is offered to the next in queue.
6.3 Capacity adjustments
GIWAHS may, at its discretion, rebalance public capacity between tiers and waves, provided that the global cap of 500 positions across all tiers is never exceeded. Rebalances are logged in the GIWAHS audit log.
6.4 No reservation without payment
No Founding Partner position is reserved, held, or guaranteed until full payment is received and onboarding is complete.
7. Re-entry after Cancellation, Lapse, or Termination
If your Founding Partner subscription cancels, lapses, or is terminated for any reason:
- your Founder Member Number is revoked and returned to GIWAHS;
- your Price-Lock Guarantee is forfeited;
- your Founder Badge and any public Founders Wall listing are removed;
- you may continue to use the Platform only at the then-current Standard subscription rate (subject to your re-subscription).
Re-entry into the Founding Partner Programme is not guaranteed. If you wish to re-enter: - you must do so within 30 days of your cancellation/lapse/termination; - a Founding Partner position must still be available in your original tier; - you must pay the then-current Founder annual price (which may have changed); - a new Price-Lock Period begins on the re-entry date; the original Price-Lock Period is not restored; - a new Founder Member Number will be issued (sequentially); the original number cannot be restored.
After 30 days, re-entry is no longer possible and any future subscription will be at the then-current Standard rate.
8. Onboarding and Verification
To complete activation as a Founding Partner you must, within 14 days of your initial payment: - complete the onboarding workflow at https://giwahs.com/founder/onboarding (organisation profile, primary contact, billing details); - submit the verification documents required for your tier (see Doc 02).
Failure to complete onboarding within 14 days may result in delayed assignment of your Founder Member Number. We will send up to 3 reminder emails. Where 30 days elapse with no onboarding action and no response to reminders, GIWAHS may, at its discretion, refund the most-recent annual payment, revoke the subscription, and return the position to availability.
Once a Founder Member Number is assigned, it is permanent for the duration of your continuously-active subscription.
9. Confidentiality of Roadmap Briefings
Founder-only communications (quarterly briefings, advance feature previews, Founder Council discussions) may contain confidential and forward-looking information. You agree: - to use such information only for evaluating and using the Platform within your organisation; - not to share it externally without GIWAHS’s prior written consent; - to treat it with at least the same degree of care as your own confidential information of similar importance (and no less than reasonable care); - to refrain from publicly disclosing or discussing unreleased features, roadmap items, or pricing strategy.
Forward-looking statements are non-binding and may change without notice. Nothing in this Section constitutes a commitment by GIWAHS to deliver any particular feature.
10. Acknowledgements
You acknowledge and agree that:
- the Founding Partner Programme is a commercial subscription, not an investment, security, equity, profit-share, partnership interest, employment relationship, or franchise;
- you receive no ownership, equity, voting rights, dividends, profit participation, or other proprietary interest in GIWAHS;
- the Founder Member Number is a recognition identifier only and carries no financial value or transferable rights;
- the Price-Lock Guarantee is a pricing commitment, not a guarantee of feature scope, business continuity, or any specific outcome;
- the Founders Wall (when activated) is a non-commercial recognition feature and may be modified, paused, or removed at GIWAHS’s discretion;
- forward-looking statements about the Platform are non-binding (Section 9).
11. Termination, Suspension, and Refunds
11.1 Termination by you
You may cancel your Founding Partner subscription at any time in accordance with Doc 27 (Refund & Cancellation Policy). Cancellation has the consequences set out in Section 7.
11.2 Termination by GIWAHS for cause
GIWAHS may terminate your Founding Partner subscription immediately if you: - materially breach these FP Terms, the Terms of Service, or applicable law; - submit knowingly false or misleading information during onboarding or verification; - use the Founder Badge, Founder Member Number, or Founding Partner status in a manner that misrepresents your relationship with GIWAHS or deceives third parties; - engage in fraud, sanctions violations, or other conduct that exposes GIWAHS or its users to legal, regulatory, or reputational risk.
Termination for cause forfeits all Founding Partner benefits and, except where required by law, all prepaid fees.
11.3 Refunds
Refunds are governed by Doc 27.
12. Transferability and Change of Control
Founding Partner status is granted to the specific legal entity identified at checkout. It is not assignable, transferable, sublicensable, or saleable to any other party except: - in connection with an internal corporate restructure where the controlling shareholders remain materially the same — subject to GIWAHS’s prior written consent (not unreasonably withheld); - in connection with a merger, acquisition, or sale of substantially all the assets of your organisation — subject to GIWAHS’s prior written consent and provided the acquirer agrees in writing to be bound by these FP Terms.
Any purported transfer in breach of this Section is void and constitutes a material breach.
12.1 Survival on GIWAHS-side change of control
The 10-Year Price-Lock (§3.2), the Founder Member Number (§5(1)), and the Founder benefits in §5 survive any change of control, restructure, or sale of all or substantially all of Whaitiri Black Limited’s assets. Whaitiri Black Limited will procure that any successor entity — whether a subsidiary, trading division, or third-party acquirer — agrees in writing to be bound by these FP Terms as a condition of transfer. Customers will be notified of any such change of control at least 30 days in advance.
13. Communications and Branding
You may publicly state that you are a “GIWAHS Founding Partner” (and identify your tier) using your assigned Founder Member Number, provided that: - the statement is truthful and current; - you do not imply that GIWAHS endorses your products, services, or business beyond Founding Partner status; - you comply with the branding guidelines GIWAHS publishes; - you cease all such statements promptly upon termination of your Founding Partner subscription.
Press releases, customer-facing announcements, and case studies require advance approval. Submit drafts to marketing@giwahs.com.
14. Tax, Currency, and Invoicing
- All Founder pricing is in USD, billed annually.
- Stripe Tax determines and collects applicable VAT/GST/sales tax based on your billing address and tax-registration status.
- Invoices are issued by Stripe on behalf of Whaitiri Black Limited (trading as GIWAHS), NZ GST № 125-955-886, and are accessible through the Stripe customer portal. Tax invoices, receipts, and payment confirmations identify the charging entity as Whaitiri Black Limited.
- Your bank or card statement will show the Stripe statement descriptor GIWAHS MEMBERSHIP (the maximum length permitted by the payment network). The charging entity remains Whaitiri Black Limited (trading as GIWAHS).
- Currency conversion charges and bank fees imposed by your card issuer or bank are not the responsibility of GIWAHS.
15. Privacy
Your personal information is processed in accordance with Doc 24 (Privacy Policy). Founding Partner data — including organisation name, tier, Founder Member Number, and anniversary date — is retained for the duration of the Founding Partner Programme plus 7 years for audit, accounting, and recognition purposes.
16. Programme Modification
GIWAHS may modify the non-economic terms of the Founding Partner Programme (feature scope, recognition mechanics, onboarding flow, communication cadence) at any time on reasonable notice. The economic core of the Programme — Founder pricing for your tier during your active Price-Lock Period, the existence of your Founder Member Number, and the 10-Year Price-Lock — is contractual and cannot be unilaterally diminished by GIWAHS during your Price-Lock Period.
17. Governing Law and Dispute Resolution
Governed by New Zealand law; jurisdiction and pre-litigation notice as set out in Doc 25 §17.
18. Order of Precedence
Where these FP Terms conflict with Doc 25 (Terms of Service), these FP Terms prevail solely with respect to the Founding Partner Programme. All other matters remain governed by Doc 25.
19. Entire Agreement
These FP Terms (together with Docs 24, 25, 27, the order form completed at checkout, and any written addenda signed by GIWAHS) form the entire agreement between you and GIWAHS regarding the Founding Partner Programme.
20. Contact
- Founding Partner relations: founders@giwahs.com
- Legal notices: legal@giwahs.com
- Billing: billing@giwahs.com
End of Document 26.