The following words and phrases used in these Terms will have the meanings set out below:
"AMLU" means AMLU together with the hardware, Configuration, Software
and Documentation, which will enable the Client to input customer information onto the Client Site and
enable Users to access that information through a web-based portal.
"Billing Commencement Date" means the date upon which SafeKiwi
notifies the Client that the Client has successfully completed the AMLU registration processes.
"Client" means any person which has registered with SafeKiwi as a
Client for the purpose of accessing and using AMLU.
"Client's Data" means the information (including Personal Information
about the Client’s own customers) uploaded by the Client on the Client Site.
"Client Site" means the location in AMLU where the Client’s Data is
stored separately from data of any other Client.
means the interfaces (if any),
Configuration and Documentation, technical information, financial information, Software and source code,
business and marketing plans, trade secrets and Personal Information disclosed by either SafeKiwi or the
Client in connection with these Terms, the notes and analyses created by either SafeKiwi or the Client
in connection with the foregoing, the Terms and pricing under these Terms and the Client’s Data.
Confidential Information shall also include all other information disclosed by the Client and/or
SafeKiwi and identified as confidential. However, Confidential Information will not include information
- is or becomes a part of the public domain through no act or omission of the
- was in the recipient’s lawful possession prior to the disclosure and had not been
obtained by the recipient, either directly or indirectly, from the disclosing Party;
- is lawfully disclosed to the recipient by a third party without restriction on
- is independently developed by the recipient without reference to the information
provided by the disclosing Party.
"Configuration" means the creation and implementation of a dedicated
portal site for the Client and the creation and implementation of User accounts, to enable the Client
and its authorised Users to use AMLU.
"Documentation" means all of the marketing and training materials,
specifications and technical information offered by SafeKiwi for use by the Client and its Users and all
other information and instructions regarding the capabilities, operation, installation and access to
AMLU, including, but not limited to, all hard-copy and computer-based information provided by SafeKiwi.
"Fees" means the fees as agreed between SafeKiwi and the Client for
the right to access and use AMLU.
"Industry Standards" means the generally-accepted standards and
practices adopted and implemented in New Zealand by Software-as-a-Service ("SaaS") providers.
"Party" means each of SafeKiwi and the Client and "Parties" means both
of them together.
"Personal Information" means information about an identifiable,
"SafeKiwi" means SafeKiwi (New Zealand) Limited.
"Services" means those services to be delivered by SafeKiwi through
access of AMLU by the Client.
"Software" means each and all of the computer software systems, System
Upgrades and interfaces made available by SafeKiwi to the Client under these Terms.
"Specifications" means the AMLU specifications including (without
limitation) the uploading of Client’s Data to the Client Site, the provision of remote access to Users,
and any other specifications provided to the Client by SafeKiwi.
"System Upgrades" means corrections, bug-fixes, patches, improvements,
new releases, new versions, updates, enhancements, or other modifications to the Software and/or
"User(s)" means the Client and its affiliates, employees, directors,
agents, representatives, consultants and independent contractors expressly authorised by the Client to
access the Client Site and use AMLU by means of a User ID and an assigned password.
"User ID" means a unique alphanumeric identifier assigned to Users for
the purpose of accessing the Client Site.