Terms of Service

Effective date: 13 October 2026

These Terms of Service (Terms) govern access to and use of the Appraisal Builder platform, including the web application, the Gmail add-on, appraisal share links and related services (together, the Service). The Service is owned and operated by Friendswith Limited (company number 7965416, NZBN 9429048141116), a company registered in New Zealand (Friendswith, we, us, our).

These Terms apply to two kinds of party:

  • the Customer: the real estate business that subscribes to the Service and pays for it; and
  • Authorised Users: the agents, staff and contractors the Customer invites to use the Service (you).

Part A applies to everyone. Part B applies to the Customer only and covers fees, invoicing and payment.

Key points

This summary is for convenience only and does not form part of the Terms.

  • Friendswith owns the platform and everything built for it. That includes features, templates and changes the Customer suggests, requests or pays for. A subscription gives the Customer access to the platform. It does not give the Customer ownership of it.
  • The Customer owns its data and may keep the appraisals it produces.
  • Fees are a monthly platform fee plus a usage fee for each appraisal, invoiced monthly in New Zealand dollars and exclusive of GST.
  • The licensee is responsible for every appraisal they send. AI-generated and third-party content must be checked before it is relied on or sent.
  • Our total liability is capped at the fees paid in the previous 12 months.
  • Either side can end the arrangement by giving notice, and the Customer can export its data when it ends.

Part A: Terms for everyone

1. Definitions and interpretation

1.1 In these Terms:

  • Agreement means these Terms, any Order Form, and the Privacy Policy and Cookie Policy.
  • Billable Event has the meaning given in clause B2.2.
  • Confidential Information means information of a party that is marked confidential or that a reasonable person would understand to be confidential. Friendswith’s Confidential Information includes the non-public parts of the Service, including its source code, architecture, data models, prompts, workflows, roadmap and pricing, and the commercial terms of any Order Form.
  • Customer Data means data, content and material that the Customer or its Authorised Users upload, enter, connect or create in the Service. It includes property information, vendor and client details, photographs, Customer Brand Assets and the text of appraisals. It does not include Friendswith Materials or Usage Data.
  • Customer Brand Assets means the Customer’s names, logos, trade marks, photographs and branding supplied to the Service.
  • Fees means the Platform Fee, Usage Fees and any other charges set out in an Order Form or agreed in writing.
  • Friendswith Materials means the Service and everything that makes it up or is supplied with it. This includes software (in source and object code), architecture, databases and schemas, document and page templates, layouts, the design system, the flipbook viewer, the campaign, pricing and sale-method engines, workflows, prompts and AI instructions, algorithms, the Gmail add-on, documentation and all Improvements, together with all Intellectual Property Rights in any of them.
  • Improvement means any modification, enhancement, customisation, configuration, new feature, template, integration or derivative work of or for the Service, whenever it is made and whoever suggested, requested, specified, tested or paid for it.
  • Intellectual Property Rights means copyright, trade marks, designs, patents, rights in confidential information, know-how and databases, domain names and all similar rights anywhere in the world, whether or not registered.
  • Order Form means a written order, quote, proposal or agreement, including one made by email, that is accepted by both the Customer and Friendswith, refers to these Terms and sets out the Fees and other commercial details.
  • Output means appraisal documents, PDFs, flipbooks, share links, campaign plans, marketing budgets, text and other material generated by the Service for the Customer.
  • Usage Data means technical and usage information about how the Service is accessed and used, such as logs, performance metrics and counts of Billable Events.
  • Working Day means a day other than a Saturday, Sunday or public holiday in Auckland, New Zealand.

1.2 If there is any inconsistency, an Order Form prevails over these Terms only where the Order Form expressly states that it varies a specific clause of these Terms. Otherwise these Terms prevail. Terms in any purchase order or other document issued by the Customer do not apply.

1.3 No Order Form, purchase order, email or other document transfers ownership of any Friendswith Materials. Ownership can only be transferred by a separate written deed of assignment that is signed by a director of Friendswith and expressly refers to this clause 1.3.

1.4 “Including” and similar words do not imply any limitation.

2. Accepting these Terms

2.1 The Customer accepts these Terms when it accepts an Order Form. If no Order Form has been accepted, the Customer accepts these Terms when it, or anyone on its behalf, invites an Authorised User, uses the Service or pays an invoice from Friendswith.

2.2 You accept these Terms when you create an account, sign in or use the Service. If you accept on behalf of an organisation, you confirm that you are authorised to bind it.

2.3 Business use. The Service is supplied and acquired in trade, for the purposes of a business. The parties agree that:

  1. the Consumer Guarantees Act 1993 does not apply, as permitted by section 43 of that Act; and
  2. to the extent permitted by section 5D of the Fair Trading Act 1986, sections 9, 12A, 13 and 14(1) of that Act do not apply, and it is fair and reasonable that the parties are bound by this clause.

2.4 You must be at least 18 years old. You must also hold any licence required under the Real Estate Agents Act 2008 for the work you do with the Service, or be appropriately supervised by someone who does.

3. Access to the Service

3.1 Right of access. Subject to the Agreement and payment of the Fees, Friendswith grants the Customer a non-exclusive, non-transferable and non-sublicensable right, during the term of the Agreement, for its Authorised Users to access and use the Service. The Service may be used only for the Customer’s internal business purpose of preparing, presenting and sharing real estate appraisals and marketing proposals.

3.2 Hosted service only. The Service is provided as a hosted, online service. It is not a sale of software, and the Customer does not receive any copy of the software, source code, database or platform.

3.3 Authorised Users. Access is by invitation only. The Customer decides who is invited. The Customer must remove access promptly for anyone who leaves its organisation or is no longer authorised to use the Service. The Customer is responsible for the acts and omissions of its Authorised Users as if they were its own.

3.4 Accounts. Accounts are personal and must not be shared. You must keep your sign-in details secure, give accurate information and tell us promptly if you suspect unauthorised use of your account.

3.5 No exclusivity. Friendswith may provide the Service, or any similar service, to anyone else, including the Customer’s competitors. The Agreement is not exclusive unless an Order Form expressly says so.

4. Acceptable use

4.1 You and the Customer must not, and must not allow or help anyone else to:

  1. copy, frame, mirror, reproduce, modify, translate or create derivative works of any part of the Service or Friendswith Materials, except for using Output as permitted by clause 8.5;
  2. reverse engineer, decompile or disassemble the Service, or attempt to discover its source code, prompts, data models or underlying methods, except to the extent the Copyright Act 1994 expressly permits this and that permission cannot be excluded by agreement;
  3. sell, resell, rent, lease, sublicense, white-label or otherwise make the Service available to anyone other than Authorised Users, including related companies, franchise offices or other agencies not named in an Order Form;
  4. use the Service, Friendswith Materials, Output or Friendswith’s Confidential Information to build, design, specify or commission a product or service that competes with or replicates the Service, its features, templates, workflows, or look and feel, or give a third party access to the Service for that purpose;
  5. use bots, scrapers or other automated means to access the Service or extract data from it, other than through features we provide;
  6. circumvent or interfere with any security feature, access control, usage limit, metering or billing mechanism, including any attempt to produce appraisals without them being recorded as Billable Events;
  7. upload malicious code, overload the Service, or probe, scan or test its vulnerabilities without our prior written consent;
  8. upload, generate or share content that is unlawful, misleading, defamatory, harassing, sexually explicit, or that infringes anyone’s rights, or that you do not have the right or consent to use;
  9. use the Service to send commercial electronic messages in breach of the Unsolicited Electronic Messages Act 2007;
  10. use the Service in breach of the Privacy Act 2020, the Real Estate Agents Act 2008, the Real Estate Agents Act (Professional Conduct and Client Care) Rules 2012, the Fair Trading Act 1986 or any other law; or
  11. remove or obscure any proprietary notice, attribution or branding of Friendswith or its licensors.

4.2 We may monitor use of the Service to maintain security, measure usage for billing and check compliance with these Terms.

5. Professional responsibility for appraisals

5.1 The Service is a tool. Appraisals, price estimates, comparable sales, market commentary, campaign and sale-method recommendations, marketing budgets and narrative text are prepared by the licensee using the Service. The Customer and its licensees are solely responsible for the content of every appraisal and other document they issue. Before an appraisal is sent to anyone, they are responsible for checking that it is accurate and complete, that it realistically reflects current market conditions, and that it complies with the Real Estate Agents Act 2008 and the Real Estate Agents Act (Professional Conduct and Client Care) Rules 2012.

5.2 Output is not a registered valuation under the Valuers Act 1948. It is not financial, legal or tax advice and must not be presented as such.

5.3 Friendswith is not a real estate agent. It does not act for, advise or owe any duty to any vendor, purchaser or other client of the Customer.

5.4 The Customer is responsible for having a lawful basis, and any consent required, to collect, use and share personal information about vendors and other people that it enters into the Service. This includes sending them appraisals by email and notifying them of the collection where the Privacy Act 2020 requires it.

6. AI features and third-party data

6.1 The Service uses artificial intelligence models, currently provided by OpenAI, to identify appraisal requests in email, find and summarise comparable sales and market information, draft narrative text and recommend campaigns. AI output can be wrong, incomplete, out of date or invented. You must review all AI output before you rely on it or share it.

6.2 The Service uses information from third-party sources. These include Toitū Te Whenua Land Information New Zealand (LINZ) data licensed under Creative Commons Attribution 4.0, Google Maps Platform, publicly available property listings, web search results and information you upload. Friendswith does not control, verify or guarantee third-party information, and a source may change or stop being available at any time.

6.3 Where Output contains third-party information, you must keep any attribution the Service includes and comply with the terms of the relevant provider.

6.4 We may refuse, remove or restrict content that is flagged by safety or moderation systems, or that we reasonably believe breaches these Terms.

7. Gmail add-on

7.1 The Gmail add-on is optional. While it is installed, the add-on sends the subject, sender and text of each email you open in Gmail to Friendswith, and that email is checked for an appraisal request. The add-on does not change labels or filters in your mailbox. You can uninstall it at any time from Gmail’s settings.

7.2 Your use of Gmail is also subject to Google’s terms. Our Privacy Policy explains how we handle information from Gmail.

8. Customer Data and Output

8.1 Ownership. As between the parties, the Customer owns Customer Data. Friendswith does not claim ownership of it.

8.2 Licence to Friendswith. The Customer grants Friendswith a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit, display and adapt Customer Data. The licence lasts for the term of the Agreement and for as long afterwards as clause 17.6 requires. It may be used only to provide, maintain, support, secure and bill for the Service, and as the Customer otherwise directs.

8.3 Usage Data. Friendswith owns Usage Data. Friendswith may use Usage Data, and aggregated information derived from Customer Data that identifies neither the Customer nor any individual, to operate, maintain, analyse and improve the Service. Friendswith does not sell Customer Data. It does not use Customer Data to train its own or any third party’s general-purpose AI models.

8.4 Customer warranty. The Customer warrants that it has all rights, licences and consents needed for Customer Data to be used as described in the Agreement, and that this use will not infringe anyone’s rights or breach any law.

8.5 Use of Output. The Customer may use, copy, print, distribute and keep Output for its business purposes, including after the Agreement ends. Output incorporates Friendswith’s templates, layouts and design elements. The Customer may use the Output documents themselves. It may not extract or reproduce those templates, layouts or design elements to create other documents outside the Service, or to recreate them in another tool or service.

8.6 Backups. Friendswith takes reasonable steps to protect Customer Data against loss. The Customer should keep its own copies of any Output that it needs to retain, such as for record-keeping obligations under the Rules.

9. Intellectual property and ownership of the platform

9.1 Friendswith owns the Service. All right, title and interest in the Friendswith Materials, including every Improvement, belongs to and stays with Friendswith or its licensors. Apart from the limited right of access in clause 3.1, nothing in the Agreement transfers or licenses any Intellectual Property Rights to the Customer or any Authorised User.

9.2 Requested and paid-for work. Clause 9.1 applies even where an Improvement is suggested, requested, specified, funded, tested or paid for, in whole or in part, by the Customer. It also applies where an Improvement is made specifically for the Customer, uses the Customer’s feedback, or is configured with Customer Brand Assets. Fees are paid for access to the Service and for services. They are not paid for the creation or transfer of Intellectual Property Rights, and no work is commissioned by the Customer in a way that gives the Customer ownership.

9.3 Assignment. If the Customer or any Authorised User acquires any right in any Friendswith Materials or Improvement, they assign that right to Friendswith from the moment it is created, including by way of present assignment of future rights. They will sign any document Friendswith reasonably requests to confirm this. The Customer will ensure its personnel do the same. To the extent permitted by law, the Customer will procure that its personnel consent to any act or omission that would otherwise infringe their moral rights in an Improvement.

9.4 Feedback. Suggestions, ideas, feature requests and feedback about the Service may be used by Friendswith freely and without any obligation to the person who gave them, and all rights in them are assigned to Friendswith.

9.5 Customer brand. The Customer keeps ownership of its Customer Brand Assets. The Customer grants Friendswith a licence to use them within the Service to produce Output for the Customer. Friendswith will not use the Customer’s name or logo publicly, for example as a reference customer, without the Customer’s consent.

9.6 Templates. Templates, layouts and page designs created in or for the Service are Friendswith Materials, including those styled with Customer Brand Assets. When the Agreement ends, the Customer keeps its Output and Customer Brand Assets but has no right to the templates.

9.7 No source code or escrow. Friendswith is not obliged to provide source code, deploy a copy of the Service for the Customer or deposit code in escrow, unless a separate written agreement signed by Friendswith says otherwise.

9.8 No challenge. The Customer must not register or attempt to register any trade mark, business name, domain name or design that is the same as, or confusingly similar to, a name or mark used by Friendswith for the Service, including “Appraisal Builder”. The Customer must not challenge Friendswith’s ownership of the Friendswith Materials.

10. Confidentiality

10.1 Each party will keep the other’s Confidential Information confidential and use it only for the purposes of the Agreement. Each party may disclose it to its personnel and advisers who need to know it and who are bound by duties of confidentiality.

10.2 Clause 10.1 does not apply to information that is or becomes public through no fault of the recipient, was already lawfully known to the recipient, or is independently developed by the recipient. It also does not apply where disclosure is required by law or a regulator. Where it is lawful to do so, the disclosing party will be given notice of such a disclosure first.

10.3 These obligations continue for five years after the Agreement ends. Obligations for source code, trade secrets and personal information continue indefinitely.

11. Privacy

11.1 Our Privacy Policy explains how we handle personal information.

11.2 Some Customer Data is personal information. Friendswith holds that personal information as the Customer’s agent under section 11 of the Privacy Act 2020, solely to store and process it on the Customer’s behalf. Friendswith will not use or disclose it for its own purposes, except as described in the Agreement or as required by law.

11.3 The Customer is responsible for its own compliance with the Privacy Act 2020 in relation to Customer Data. This includes how that data is collected, the notices given to individuals, and responding to access and correction requests from its clients. Friendswith will pass on to the Customer any such request it receives about Customer Data, and will give reasonable help with responding.

11.4 If Friendswith becomes aware of a privacy breach affecting Customer Data, it will notify the Customer without undue delay and cooperate reasonably to contain and assess the breach. It will also help with any notification to affected individuals or the Privacy Commissioner.

12. Availability, maintenance and support

12.1 Friendswith will use reasonable efforts to keep the Service available. The Service depends on third-party hosting, AI and data providers, and Friendswith does not guarantee that it will be uninterrupted or error-free.

12.2 Where practicable, planned maintenance will be carried out outside 8am to 6pm on Working Days. Friendswith will give reasonable notice of planned maintenance expected to cause more than one hour of downtime. Emergency maintenance may be carried out at any time.

12.3 Support is provided by email during business hours on Working Days, with any response targets stated in the Order Form.

12.4 Friendswith may change, add or remove features. If a change materially reduces core functionality the Customer relies on, Friendswith will give at least 30 days’ notice. The Customer may then terminate the Agreement before the change takes effect and will receive a refund of any prepaid Platform Fee for the period after termination.

12.5 The Platform Fee covers hosting, maintenance, security updates, bug fixes and standard support. It does not cover custom development, new templates or integrations requested by the Customer, data migration, or training beyond initial onboarding. These may be quoted separately, and clause 9 applies to them.

13. Suspension

13.1 Friendswith may suspend access to the Service for some or all Authorised Users:

  1. if any Fees are unpaid more than 14 days after Friendswith gives written notice that they are overdue;
  2. where reasonably necessary to prevent or respond to a security threat, unauthorised access or harm to the Service or to others;
  3. if an Authorised User materially breaches clause 4, in which case the suspension may apply to that user only; or
  4. if required by law or by a third-party provider on which the Service depends.

13.2 Where reasonably practicable, Friendswith will give notice before suspending access. It will limit the suspension to what is reasonably necessary and restore access promptly once the cause is resolved. Fees continue to accrue during a suspension caused by the Customer or its Authorised Users.

14. Warranties and disclaimers

14.1 Each party warrants that it has the authority to enter into the Agreement.

14.2 Friendswith will provide the Service with reasonable care and skill.

14.3 Except as expressly stated in the Agreement, and to the maximum extent permitted by law, the Service and Output are provided “as is” and “as available”. Friendswith gives no warranty, guarantee or representation, express or implied, about:

  1. the accuracy, completeness or currency of any Output, AI output or third-party information;
  2. fitness for a particular purpose; or
  3. whether any appraisal will reflect the eventual sale price, or will help win a listing or achieve any business result.

14.4 Nothing in the Agreement excludes any right or remedy that cannot lawfully be excluded.

15. Limitation of liability

15.1 Friendswith is not liable for any of the following losses, however they arise, including in contract, tort (including negligence), equity or under statute:

  1. loss of profit, revenue, commission, listings, business, opportunity, goodwill or anticipated savings;
  2. loss or corruption of data, except the reasonable cost of restoring it from backups that Friendswith holds; or
  3. any indirect, consequential or special loss.

15.2 Friendswith’s total aggregate liability arising out of or in connection with the Agreement and the Service is limited to the total Fees paid by the Customer in the 12 months immediately before the event that gave rise to the claim. Friendswith’s total liability to an Authorised User who has not paid Fees directly to Friendswith is limited to NZ$100.

15.3 Friendswith is not liable for any claim by a vendor, purchaser, regulator or other third party arising from an appraisal or other Output issued by the Customer or its Authorised Users. This includes any complaint to the Real Estate Authority.

15.4 Friendswith’s liability is reduced to the extent that a loss is caused or contributed to by the Customer, its Authorised Users or their failure to follow these Terms.

15.5 Nothing in this clause 15 limits liability for fraud or wilful misconduct, liability that cannot be limited by law, the Customer’s obligation to pay Fees, or the Customer’s indemnity in clause 16.

15.6 Friendswith’s directors, employees and contractors are not personally liable to the Customer or any Authorised User in connection with the Agreement or the Service. The Customer must not bring a claim against them personally. Clauses 15 and 16 are for the benefit of those people and are enforceable by them under subpart 1 of Part 2 of the Contract and Commercial Law Act 2017.

16. Indemnity

16.1 The Customer indemnifies Friendswith and its directors, employees and contractors against all losses, liabilities and costs arising from any third-party claim, including reasonable legal costs on a solicitor and client basis, to the extent the claim relates to:

  1. Customer Data, including a claim that Customer Data infringes anyone’s rights or was collected, used or disclosed in breach of the Privacy Act 2020;
  2. any appraisal or other Output issued by the Customer or its Authorised Users, or any reliance on it; or
  3. a breach of the Agreement or of any law by the Customer or its Authorised Users, including the Real Estate Agents Act 2008, the Unsolicited Electronic Messages Act 2007, the Privacy Act 2020 and the Fair Trading Act 1986.

16.2 Friendswith will notify the Customer promptly of any claim covered by clause 16.1. It will not settle the claim without consulting the Customer.

17. Term and termination

17.1 The Agreement starts when the Customer accepts these Terms. It continues for any initial term stated in the Order Form and then month to month until terminated under this clause 17.

17.2 After any initial term, the Customer may terminate the Agreement by giving at least 30 days’ written notice. Termination takes effect at the end of the billing month in which the notice period expires.

17.3 Friendswith may terminate the Agreement for convenience by giving at least 60 days’ written notice. It will refund any prepaid Fees for the period after termination.

17.4 Either party may terminate the Agreement immediately by written notice if the other party:

  1. materially breaches the Agreement and does not remedy the breach within 14 days after receiving written notice of it, or the breach cannot be remedied; or
  2. becomes insolvent, has a liquidator, receiver or administrator appointed, enters into a compromise with its creditors, or ceases to carry on business.

Friendswith may also terminate immediately by written notice if any Fees remain unpaid 30 days after access has been suspended under clause 13.1(a).

17.5 An Authorised User’s access ends when the Customer removes it, when the user stops working for the Customer, or when the Agreement ends. An Authorised User may stop using the Service at any time.

17.6 When the Agreement ends:

  1. all rights of access end, and the Customer and its Authorised Users must stop using the Service and the Friendswith Materials;
  2. all unpaid Fees accrued up to the termination date become immediately payable;
  3. if the Customer asks within 30 days, Friendswith will provide an export of Customer Data in a commonly used format, such as PDF for appraisals and CSV or JSON for structured data. Work beyond a standard export may be charged at Friendswith’s usual rates;
  4. after that 30-day period, Friendswith may delete Customer Data. It will delete or de-identify Customer Data within 90 days, except for data held in routine backups until those backups expire, and records Friendswith must keep by law;
  5. share links issued through the Service stop working;
  6. the Customer keeps the Output it has downloaded, which it may use as described in clause 8.5; and
  7. each party will return or destroy the other’s Confidential Information on request.

17.7 Clauses 1, 8.3, 8.5, 9, 10, 14, 15, 16, 17.6, 17.7, 19 and 20 and Part B (in respect of accrued Fees) survive the end of the Agreement.

18. Changes to these Terms

18.1 Friendswith may update these Terms. For a change that materially and adversely affects the Customer, Friendswith will give at least 30 days’ notice by email to the Customer’s nominated contact. If the Customer does not accept the change, it may terminate the Agreement by written notice before the change takes effect, without any early termination charge. Changes required by law, or that do not adversely affect the Customer, may take effect sooner. Changes to Fees are governed by clause B4.

18.2 Updated Terms will be posted in the Service with a new effective date. Continued use of the Service after a change takes effect is acceptance of the change.

19. Disputes

19.1 A party with a dispute about the Agreement must give the other party written notice of the dispute. The parties’ senior representatives will then meet, in person or online, within 10 Working Days to try to resolve it in good faith.

19.2 If the dispute is not resolved within 20 Working Days after the notice, either party may refer it to mediation in Auckland, administered by the Resolution Institute. The parties will share the mediator’s fees equally.

19.3 If the dispute is not resolved within 30 Working Days after referral to mediation, either party may commence court proceedings. Nothing in this clause 19 prevents a party from seeking urgent interim relief, including to protect its Intellectual Property Rights or Confidential Information.

19.4 While a dispute is being resolved, the parties will continue to perform the Agreement, including by paying undisputed Fees.

20. General

20.1 Governing law. The Agreement is governed by New Zealand law. The parties submit to the exclusive jurisdiction of the New Zealand courts.

20.2 Force majeure. Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control. Such events include outages of hosting, AI or data providers, natural disasters, pandemics, and cyber attacks not caused by that party’s failure to take reasonable precautions. This clause does not excuse a failure to pay money.

20.3 Assignment. The Customer may not assign or transfer the Agreement without Friendswith’s prior written consent. Friendswith may assign or novate the Agreement, on notice to the Customer, to a related company or to a buyer of all or substantially all of its business or of the Service. The Customer will sign any reasonable document needed to give effect to such an assignment or novation. Friendswith may use subcontractors and service providers, but remains responsible for its obligations.

20.4 Relationship. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture or employment relationship. Apart from the arrangement described in clause 11.2, it creates no agency relationship.

20.5 Entire agreement. The Agreement is the entire agreement between the parties about its subject matter and replaces all earlier discussions and representations. The Customer has not relied on any statement that is not set out in the Agreement.

20.6 Variation and waiver. The Agreement may be varied only under clause 18 or by a written document signed by both parties. A failure or delay to exercise a right is not a waiver of that right.

20.7 Severability. If any part of the Agreement is unenforceable, it is to be read down or severed to the extent necessary, and the rest of the Agreement continues to apply.

20.8 Notices. Notices must be in writing and may be sent by email. Notices to the Customer go to the contact named in the Order Form. Notices to Friendswith go to friendswithco@gmail.com. An email notice is treated as received when it is sent, if that is before 5pm on a Working Day. Otherwise it is treated as received on the next Working Day. This does not apply if the sender receives an automated message that the email was not delivered.

20.9 Electronic execution. An Order Form may be accepted and signed electronically and in counterparts, in accordance with Part 4 of the Contract and Commercial Law Act 2017.

20.10 Publicity. Neither party may make any public announcement about the Agreement without the other party’s prior written consent.

20.11 Third parties. Except as provided in clause 15.6, no person other than the parties may enforce the Agreement.

Part B: Customer subscription and fees

B1. Order Form

B1.1 The Order Form sets out the commercial details of the Customer’s subscription. These include the Platform Fee, the Usage Fees and how Billable Events are defined, any onboarding or customisation fees, any minimum term, the Customer’s billing and notice contacts, and any approved offices or related entities.

B1.2 Only the legal entity named in the Order Form, and any offices listed in it, may use the Service. Adding another entity or franchise office requires a new or amended Order Form.

B2. Fees

B2.1 Platform Fee. The Customer will pay the monthly platform and maintenance fee set out in the Order Form (Platform Fee). The Platform Fee covers access, hosting, maintenance, security updates, bug fixes and standard support. It is payable whether or not the Service is used in a given month.

B2.2 Usage Fees. The Customer will pay the fee set out in the Order Form for each Billable Event (Usage Fees). Unless the Order Form says otherwise, a Billable Event is each appraisal created in the Service by or for the Customer. This includes appraisals created through the Gmail add-on, by entering an address, or by duplicating an existing appraisal. Changing an existing appraisal so that it covers a different property also counts as a new Billable Event. A Billable Event is counted when the Service begins generating the appraisal, even if the appraisal is later deleted. Friendswith may waive the charge for an appraisal created in error and deleted on the same day.

B2.3 Usage records. Usage Fees are calculated from the Service’s records, which will be provided with each invoice. Those records are evidence of usage unless they are shown to be wrong.

B2.4 Responsibility for usage. The Customer is responsible for all Billable Events created through its Authorised Users’ accounts, whether or not each one was approved by the Customer’s management. This does not apply to Billable Events caused by a security breach of Friendswith’s systems.

B3. Invoicing and payment

B3.1 Friendswith will invoice the Customer monthly. Each invoice will cover the Platform Fee for the current month in advance and the Usage Fees for the previous month in arrears. The first month’s Platform Fee is pro-rated.

B3.2 Unless the Order Form says otherwise, each invoice is payable by direct credit within 20 days of the invoice date, without set-off or deduction.

B3.3 All Fees are in New Zealand dollars and are exclusive of GST, which the Customer will pay in addition.

B3.4 To dispute an invoice in good faith, the Customer must notify Friendswith in writing within 14 days of the invoice date and give reasons. It must pay the undisputed amount by the due date. The dispute will be resolved under clause 19.

B3.5 Friendswith may charge interest on overdue amounts at 1% per month, calculated daily, from the due date until payment. It may also recover its reasonable costs of collecting overdue amounts. Clause 13.1(a) also applies to unpaid Fees.

B4. Changes to Fees

B4.1 Friendswith may change the Fees by giving at least 60 days’ written notice, no more than once in any 12-month period. Fees will not be increased during any minimum term stated in the Order Form.

B4.2 If the Customer does not accept a Fee change, it may terminate the Agreement by written notice before the change takes effect, without any early termination charge.

B5. Additional services

B5.1 Custom development, new templates, integrations, data migration and additional training are charged at the rates in the Order Form or as quoted and agreed in writing. Everything produced through these services is an Improvement, and clause 9 applies to it.

B6. Refunds

B6.1 Fees are not refundable, except as expressly provided in clauses 12.4, 17.3 and B4 or where the law requires a refund.

Contact

Friendswith Limited
597 Takatu Road, RD 6, Matakana 0986, New Zealand
Email: friendswithco@gmail.com

See also our Privacy Policy and Cookie Policy.