GIWAHS Terms of Service
Document: 25 · 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. Effective Date: To be inserted on publication. Last Updated: To be inserted on publication. Cross-references: Docs 24 (Privacy Policy), 26 (Founding Partner Terms), 27 (Refund & Cancellation Policy).
1. Agreement to Terms
These Terms of Service (the “Terms”) form a binding legal agreement between you (or the organisation you represent) (“you”, “User”) and Whaitiri Black Limited, a company incorporated in New Zealand, trading as GIWAHS (the “Company”, “GIWAHS”, “we”, “us”, “our”) governing your access to and use of the GIWAHS Platform at https://giwahs.com and all associated services, applications, APIs, and tools (collectively, the “Platform”).
The contracting party for these Terms is Whaitiri Black Limited. References to “GIWAHS” in this document refer to Whaitiri Black Limited acting under its trading name.
By creating an account, clicking “I agree”, or accessing the Platform, you confirm that: - you have read and accepted these Terms; - you have read and understood our Privacy Policy (Doc 24); - where you are acting on behalf of an organisation, you are duly authorised to bind that organisation.
If you do not agree, do not use the Platform.
2. Eligibility
The Platform is intended for business users aged 18 or older. By using the Platform you represent that: - you are 18 or older and have legal capacity to enter into binding contracts; - you are using the Platform on behalf of a lawfully registered organisation or as a legitimately self-employed professional; - you are not located in a country subject to a comprehensive export embargo by the United Nations, the United States, the European Union, the United Kingdom, Australia, or New Zealand, and you are not on any government list of prohibited or restricted parties; - the information you provide is accurate, current, and complete.
3. Accounts
3.1 Account creation
You must create an account to access most features. You agree to: - provide accurate, current, and complete information; - maintain the security of your password and any session tokens; - not share your credentials with any third party; - notify us immediately at security@giwahs.com of any unauthorised access or breach.
You are responsible for all activity that occurs under your account.
3.2 Organisation accounts
Organisation accounts may have multiple users (“seats”) up to the seat limit of your subscription. The account owner is the legal contracting party and is responsible for the conduct of all users under the organisation.
3.3 Account closure
You may close your account at any time via Settings → Account → Close Account or by emailing support@giwahs.com. We may suspend or terminate accounts under Section 14.
4. Subscriptions, Billing, and Tax
4.1 Plans
Current plans include Gold, Elite, and Enterprise tiers in both Founding Partner and Standard editions, billed annually in USD. Tier benefits, seat limits, and pricing are described at https://giwahs.com/memberships and in Docs 02 (Benefits Matrix) and 23 (Pricing Reference Card). Founding Partner subscriptions are additionally governed by Doc 26 (Founding Partner Terms).
4.2 Payment processor
Payments are processed by Stripe, Inc. under Stripe’s own terms of service and privacy policy. By subscribing, you authorise Stripe to charge your payment method on a recurring annual basis until you cancel.
4.3 Tax
Prices displayed are exclusive of applicable taxes. We use Stripe Tax to calculate and collect VAT, GST, and sales tax where required by law based on your billing address and tax registration status. Where you provide a valid VAT/GST/ABN number we may apply a reverse-charge mechanism in accordance with applicable law.
Tax invoices, receipts, and payment confirmations identify the charging entity as Whaitiri Black Limited (trading as GIWAHS), NZ GST № 125-955-886. 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.
4.4 Renewal
Subscriptions renew automatically at the end of each annual term at the then-current price for your plan, unless cancelled before the renewal date in accordance with Doc 27 (Refund & Cancellation Policy). Founding Partner subscriptions renew at the price-locked rate described in Doc 26.
4.5 Failed payments
If a payment fails, we will retry the charge using Stripe’s standard retry schedule and notify you. If payment is not received within 14 days of the renewal date, we may suspend access to paid features.
4.6 Refunds and cancellations
See Doc 27 (Refund & Cancellation Policy).
5. Acceptable Use
You agree not to:
- use the Platform for any unlawful purpose or in violation of any applicable law or regulation;
- impersonate any person or entity, or misrepresent your affiliation;
- upload or transmit any content that is false, misleading, defamatory, obscene, infringing, harassing, hateful, threatening, or otherwise harmful;
- upload malicious code, malware, or any code intended to disrupt, damage, or gain unauthorised access to the Platform or its users;
- circumvent, disable, or attempt to bypass any security or access-control measures;
- scrape, crawl, or harvest data from the Platform other than through publicly documented APIs and within the rate limits we publish;
- reverse-engineer, decompile, or attempt to derive source code from the Platform, except to the extent expressly permitted by mandatory law;
- use the Platform to send spam, unsolicited commercial messages, or chain communications;
- use the Platform to compete with GIWAHS (including by building a competing supplier-intelligence or factory-intelligence service using data obtained from the Platform);
- attempt to defraud, deceive, or otherwise misrepresent your organisation, certifications, or capabilities to other users; or
- assist or encourage any third party to do any of the above.
Violation of this Section is a material breach and may result in immediate suspension or termination without refund, in addition to any legal remedies available to us or to the parties harmed.
6. RFQs, Quotes, and Communications
The Platform facilitates the submission of Requests for Quote (“RFQs”) and the exchange of quotes, samples, and commercial communications between buyers and suppliers. You acknowledge that:
- GIWAHS is not a party to any transaction or commercial contract formed between buyers and suppliers through the Platform.
- We do not warrant or guarantee the accuracy, completeness, quality, safety, legality, or fitness for purpose of any product, sample, certification, or quote.
- You are responsible for your own commercial due diligence, contract negotiation, dispute resolution, and compliance with applicable laws (including import/export, customs, sanctions, intellectual property, product safety, and labour standards).
- Quotes and RFQs are confidential between the parties to that exchange. Do not disclose another party’s confidential information outside the Platform without their written consent.
7. Supplier Verification
Where a supplier displays a “Verified” badge or similar indicator, that indicator reflects information the supplier submitted to GIWAHS (e.g., business registration, certifications) that we have reviewed against the GIWAHS Verification Framework (described in Doc 02 and future Docs D-032 to D-034). A “Verified” badge:
- is not an endorsement, warranty, or guarantee of the supplier’s products, services, financial stability, ethical practices, or contractual reliability;
- reflects the state of verification at the time of issue and may be revoked, downgraded, or expire;
- does not relieve you of your own due diligence obligations.
Suppliers who knowingly submit false or misleading verification documents will be removed and may be permanently banned and reported to relevant authorities.
8. User Content and Licence
8.1 Ownership
You retain all rights, title, and interest in the content you upload to the Platform (“User Content”), including RFQs, quotes, supplier profiles, photos, documents, certifications, and messages.
8.2 Licence to GIWAHS
You grant GIWAHS a worldwide, non-exclusive, royalty-free, sublicensable licence to host, store, copy, transmit, display, adapt, and process your User Content solely to: - operate, maintain, and improve the Platform; - provide the features you have initiated (e.g., showing your RFQ to suppliers you have selected); - comply with legal obligations; - defend, exercise, or establish legal claims; and - produce aggregated or de-identified analytics that do not identify you or your organisation.
This licence terminates when you delete the relevant content or close your account, except for copies retained for legal, audit, backup, or anti-fraud purposes.
8.3 Feedback
If you submit suggestions, feedback, or ideas, we may use them without restriction or compensation.
9. Intellectual Property
The Platform, including its software, source code, databases, designs, text, graphics, logos, trademarks (registered and unregistered), AI prompts, model configurations, workflows, documentation, domains, customer-data structures, trust frameworks, and all other intellectual property, is owned by Whaitiri Black Limited (trading as GIWAHS) or its licensors and is protected by copyright, trademark, and other intellectual-property laws. Except as expressly permitted in these Terms, no licence is granted, and you may not copy, modify, distribute, or create derivative works based on the Platform.
“GIWAHS” and the GIWAHS marks are trademarks (registered and unregistered) of Whaitiri Black Limited. You may not use them without our prior written consent, except (a) to identify the Platform in factual statements (e.g., “we are a GIWAHS Founding Partner”), and (b) consistent with the branding guidelines we publish.
10. Third-Party Services
The Platform may interoperate with or link to third-party services (e.g., Stripe, Resend, courier APIs, customs/HS-code data sources). Your use of those services is governed by their own terms. We are not responsible for, and do not endorse, third-party services.
11. Beta Features
We may make features available labelled “Beta”, “Preview”, “Experimental”, or similar. Beta features are provided as-is and as-available, may be modified or withdrawn at any time, may produce inaccurate results, and are not subject to any service-level commitment. Do not rely on Beta features for critical business decisions.
12. Confidentiality
Each party agrees to keep confidential any non-public information disclosed by the other in connection with the Platform, except information that (a) is already public through no fault of the receiving party; (b) was lawfully known before disclosure; (c) is independently developed; or (d) must be disclosed under legal process (with prompt notice to the disclosing party where lawful).
13. Warranties and Disclaimers
13.1 Limited warranty
We warrant only that the Platform will perform substantially in accordance with our documentation. Our sole obligation, and your sole remedy, for breach of this limited warranty is to use commercially reasonable efforts to correct the non-conformity or, if we cannot do so within a reasonable time, to terminate the affected subscription and refund any pre-paid, unused fees for the affected period.
13.2 Disclaimer
EXCEPT FOR THE LIMITED WARRANTY ABOVE, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. Nothing in these Terms excludes or limits any right that cannot be excluded or limited by mandatory law (e.g., the New Zealand Consumer Guarantees Act 1993 where it applies, the Australian Consumer Law where it applies, or comparable mandatory consumer-protection statutes).
14. Suspension and Termination
14.1 By you
You may terminate your subscription as described in Doc 27.
14.2 By GIWAHS
We may suspend or terminate your access immediately if: - you materially breach these Terms (including Section 5); - we are required to do so by law, court order, or regulator; - continuing to provide the Platform to you poses a security or reputational risk; or - payment has failed and remains unpaid 14 days after the renewal date.
14.3 Effect of termination
On termination: - your right to access the Platform ends; - we may retain your data as described in Doc 24 §7; - accrued fees remain payable; - Sections 4 (with respect to amounts owed), 8.2 (for retained copies), 9, 12, 13, 15, 16, 17, and 18 survive.
15. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
- IN NO EVENT WILL GIWAHS, ITS AFFILIATES, OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM, EVEN IF GIWAHS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;
- GIWAHS’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM IS LIMITED TO THE AMOUNTS YOU PAID TO GIWAHS UNDER THE AFFECTED SUBSCRIPTION IN THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO LIABILITY.
These limits apply in aggregate to all claims, regardless of theory (contract, tort, statute, or otherwise) and do not apply to (a) your payment obligations, (b) fraud, gross negligence, or wilful misconduct, (c) infringement of GIWAHS’s intellectual property, or (d) liability that cannot be excluded or limited by mandatory law.
16. Indemnity
You agree to defend, indemnify, and hold harmless GIWAHS and its affiliates, officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: - your User Content; - your breach of these Terms; - your violation of any law or third-party right (including intellectual-property and privacy rights); - any transaction or dispute between you and another User of the Platform.
We will give you prompt notice of any indemnifiable claim and reasonable cooperation in your defence at your expense. We may participate in the defence with counsel of our choice. You will not settle any claim that imposes obligations on us or admits fault on our part without our prior written consent.
17. Governing Law and Dispute Resolution
17.1 Governing law
These Terms are governed by the laws of New Zealand, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
17.2 Jurisdiction
Subject to Section 17.3, the courts of Auckland, New Zealand have exclusive jurisdiction over any dispute arising out of or related to these Terms or the Platform.
17.3 Mandatory consumer law
If you are a consumer in a jurisdiction whose mandatory law gives you the right to bring proceedings in your local courts under the law of your residence, nothing in this Section overrides that right.
17.4 Pre-litigation notice
You agree to send written notice to legal@giwahs.com describing any dispute and the relief sought, and to attempt in good faith to resolve the dispute by negotiation for at least 30 days before commencing proceedings (except for claims for injunctive relief or intellectual-property protection).
18. General
18.1 Entire agreement
These Terms (together with Docs 24, 26, and 27, and any order form you sign) are the entire agreement between you and GIWAHS regarding the Platform and supersede all prior agreements on the subject.
18.2 Order of precedence
In case of conflict: (a) signed order form, (b) Doc 26 (for Founding Partners), (c) Doc 27 (for refund/cancellation matters), (d) these Terms, (e) Doc 24, (f) other documentation.
18.3 Changes
We may modify these Terms by giving at least 30 days’ notice (by email or in-app banner) before the change takes effect, unless the change is required by law or is to your benefit (in which case the change is effective on posting). Continued use after the effective date constitutes acceptance.
18.4 Assignment
You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of our assets.
18.5 Notices
We may give notice by email to the address on your account, by in-app banner, or by posting on https://giwahs.com/legal. You may give notice to legal@giwahs.com.
18.6 Severability
If any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
18.7 No waiver
Failure to enforce any provision does not waive that or any other provision.
18.8 Force majeure
Neither party is liable for delay or failure caused by events beyond its reasonable control (e.g., natural disasters, war, terrorism, pandemic, government action, internet/power outages, third-party-service failures), provided the affected party uses commercially reasonable efforts to mitigate.
18.9 Independent contractors
Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
18.10 Contact
- General: support@giwahs.com
- Legal notices: legal@giwahs.com
- Security: security@giwahs.com
End of Document 25.