1. APPLICATION OF TERMS

    1.1 These Terms apply to your use of Bounsa. By accessing and using Bounsa:

    1. you accept and agree to be bound by these Terms; and
    2. where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorised to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms.

    1.2 If you do not agree to these Terms, you are not authorised to access and use Bounsa, and you must immediately stop doing so.

  2. CHANGES  ****

    2.1 We may change these Terms at any time by updating them on Bounsa. Unless stated otherwise, any change takes effect immediately. You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and use Bounsa, you agree to be bound by the changed Terms.

    2.2 We may change, suspend, discontinue, or restrict access to, Bounsa without notice or liability.

    2.3 Terms and Conditions last updated: These Terms were last updated on 25th September 2023 NZT.

  3. DEFINITIONS AND INTERPRETATION

    3.1 Definitions: In these Terms:

    Bounsa means the Website.

    Booking and Cancellations Policy means the booking and cancellations policy set out on the Website

    Community Guidelines means the community guidelines set out on the Website

    Content means content, data, and information (including personal information) that is owned, held, used or created by you or on your behalf, and that is then stored, transmitted via, input into or displayed via Bounsa including, in the case of a Mentor, all content, data and information uploaded into Bounsa by the Mentor when creating a Listing

    Credit means a redeemable credit to access one Mentor Session

    Intellectual Property Rights includes copyright and all rights anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property

    Listing means an advertisement or post by a Mentor on Bounsa offering Mentoring to Service Users

    Loss includes loss of profits, savings, revenue or data, and any other claim, damage, loss, liability and cost, including legal costs on a solicitor and own client basis

    Mentor means a service provider who sets up an account with Bounsa to list and provide Mentoring to Service Users

    Mentor Session means a one hour session where a Mentor provides Mentoring to a Service User

    Mentoring means mentoring provided by Mentors through Bounsa via a video or phone call

    Objectionable includes being objectionable, defamatory, obscene, harassing, threatening or unlawful, in any way

    Personal information means information about an identifiable, living person

    Service User means a person who has set up an account with Bounsa to seek and receive Mentoring

    Session Fee means the amount payable by us to the Mentor for a one hour session specified on the Website, or otherwise agreed in writing between us and the Mentor

    Subscription Fee means the amount payable by a Service User for the number of Credits and for the Subscription Period specified on the Website, or otherwise agreed in writing between us and the Service User

    Subscription Period means the subscription period that a Service User agreed to on signing up with a subscription to Bounsa through the Website, or otherwise agreed in writing between us and the Service User

    Terms means these terms and conditions titled Bounsa Terms and Conditions

    Underlying Systems means the IT solutions, systems and networks (including software and hardware) used to provide Bounsa, including any third party solutions, systems and networks User ID means a unique name and/or password allocated to you to allow you to access Bounsa

    We*,* us or our means Bounsa Limited, company number 8312460

    Website means bounsa.com

    You means you or, if clause 1.1b applies, both you and the other person on whose behalf you are acting

    3.2 In these Terms:

    1. clause and other headings are for ease of reference only and do not affect the interpretation of these Terms;
    2. words in the singular include the plural and vice versa; and
    3. a reference to:
      1. a person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity;
      2. including and similar words do not imply any limit; and
      3. a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them.
  4. ABOUT BOUNSA

    4.1 Bounsa is an online platform that connects Mentors to Service Users seeking Mentoring. 4.2 Mentor Sessions are intended for mentors to share their general knowledge and experience with Service Users. Mentors must not provide through Bounsa, and Service Users must not request through Bounsa:

    1. any professional regulated services or advice, including legal advice or financial advice; and
    2. sharing general knowledge and expertise, and any other services that would reasonably be regarded as mentoring.

    4.2 We act as an intermediary for Mentors and Service Users to connect. We are not a referral service. When a Service User chooses a Mentor, they do so solely at their own risk, whether or not we have suggested that Mentor to the Service User.  We do not take responsibility for the Mentoring provided by a Mentor to a Service User. Any interaction between a Mentor and a Service User is a matter directly between that Mentor and that Service User.

    4.3 Other than our obligations set out in these Terms, we are not liable to you for any failure by any Bounsa user to comply with these Terms or any other legal obligation.

    4.4 We may from time to time suggest Mentors that might be of interest to Service Users based on a Service User’s requirements.  When we make a suggestion, we are not providing a recommendation or endorsement of that Mentor, and such suggestion is not a representation about the Mentor’s ability to provide Mentoring that will meet a Service User’s requirements or that the Mentoring provided by the Mentor will be fit for a particular purpose.  We have no liability to any Service User for any Loss arising from any Mentor suggestions we make to that Service User.  We have no obligation to any Mentor to suggest that Mentor to any Service User.  We have no liability to any Mentor for any Loss arising from not suggesting that Mentor to a Service User.

    4.4 Mentors are not employees, agents or representatives of Bounsa.

    4.5 We will use reasonable efforts to provide Bounsa in accordance with these Terms and New Zealand law.

    4.6 Our provision of Bounsa to you is non-exclusive. Nothing in these Terms prevents us from providing Bounsa to any other person.

    4.7 Subject to clause 4.8, we will use reasonable efforts to ensure Bounsa is available on a 24/7 basis. However, it is possible that on occasion Bounsa may be unavailable to permit maintenance or other development activity to take place, or due to an event that is beyond our reasonable control.

    4.8 Through the use of web services and APIs, Bounsa may interact with a range of third party service features. We do not make any warranty or representation on the availability or performance of those features. Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make available that feature to you. To avoid doubt, if we exercise our right to cease the availability of a third party feature, you are not entitled to any refund, discount or other compensation.

  5. TRIAL

    5.1 Trial: We may from time to time make available a trial of Bounsa for a period agreed between us in writing (Trial Period). During the Trial Period, this clause 5 applies in addition to the remainder of these Terms. If there is any conflict between the terms of this clause 5 and the remainder of Terms, the terms of this clause 5

    5.2 Feedback: During the Trial Period, we will work in good faith to provide feedback to each other on Bounsa.

    5.3 As is basis: Unless otherwise agreed, during the Trial Period, Bounsa is provided to you on an as is basis, and, despite any other provision in the remainder of these Terms, all conditions, warranties, guarantees and indemnities in relation to Bounsa are excluded to the fullest extent permitted by law.

    5.4 Fees: During the Trial Period, we may, at our sole discretion, reduce or waive the Subscription Fees (as applicable) as agreed in writing before the commencement of the Trial Period.

  6. USE OF BOUNSA

    6.1 You must:

    1. use Bounsa in accordance with these Terms solely for lawful purposes (including complying with the Unsolicited Electronic Messaging Act 2007); and
    2. not resell or make available Bounsa to any third party, or otherwise commercially exploit Bounsa.

    6.2 When using Bounsa, you must comply with any Bounsa policies listed on our Website in effect from time to time, including the Community Guidelines.

    6.3 To apply to register with Bounsa, you are required to supply your name, an email address and a password.

    6.4 Before you are able to register with Bounsa as a Mentor, we may require you to complete our vetting process. Our vetting process may require you to complete an interview with us, and provide any information we reasonably require for the purposes of vetting your suitability as a Mentor. You warrant that all information you provide to us (written or oral) during our vetting process is complete, current and accurate. You undertake to notify us of any changes to any information that you provide to us within 7 days of the change. We may accept or decline your registration as a Mentor at our sole discretion.

    6.5 The information supplied under clause 6.4 will not be visible on Bounsa.

    6.6 You must provide true, current and complete information in your dealings with us (including when setting up an account), and must promptly update that information as required so that the information remains true, current and complete.

    6.7 You must keep your User ID secure and:

    1. not permit any other person to use your User ID, including not disclosing or providing it to any other person; and
    2. immediately notify us if you become aware of any unauthorised use or disclosure of your User ID, by sending an email to [email protected].

    6.8 You must obtain our written permission to establish a link to Bounsa. If you wish to do so, email your request to [email protected].

    6.9 When accessing and using Bounsa, you must:

    1. not impersonate another person or misrepresent authorisation to act on behalf of others or us;

    2. not attempt to undermine the security or integrity of the Underlying Systems;

    3. not use, or misuse, Bounsa in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use Bounsa;

    4. not attempt to view, access or copy any material or data other than:

      i. that which you are authorised to access; and

      ii. to the extent necessary for you to use Bounsa in accordance with these Terms;

    5. neither use Bounsa, nor transmit, input or store any Content, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading; and

    6. unless with our agreement, access Bounsa via standard web browsers and not by any other method. Other methods include scraping, deep-linking, harvesting, data mining, use of a robot or spider, automation, or any similar data gathering, extraction, monitoring or input method.

    6.10 You are responsible for procuring all licences, authorisations and consents required for you to access and use Bounsa, including to use, store and input Content into, and display Content using, Bounsa.

    6.11 You warrant and represent that your use of Bounsa and your provision or receipt of Mentoring (as applicable) does not and will not cause you to breach any of your contractual obligations to third parties, including any obligations of confidentiality or other duties that you owe to your employer (if any).

    6.12 You indemnify us against all Loss we suffer or incur as a direct or indirect result of:

    1. your breach of any of your third party contractual obligations;
    2. any actual or alleged claim by a third party that any Content infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Content is Objectionable, incorrect or misleading;
    3. your failure to comply with these Terms, including any failure of a person who accesses and uses Bounsa by using your User ID; or
    4. any Loss arising from or in connection with an actual or alleged breach by you of any legal or regulatory requirements which occurs in connection with the provision of Mentoring or as a result of any other relationship established through Bounsa.

    6.13 You must not complete or attempt to complete a transaction with any Bounsa user outside of the Bounsa process.  A Service User must not seek to engage a Mentor, and a Mentor must not seek to provide services to a Service User outside the Bounsa platform.

  7. NON-SOLICITATION

You agree that that while you are using Bounsa and for a period of 6 months from the date you last accessed and used Bounsa, you must not directly or indirectly:

  1. solicit or offer employment or any contract for services to (Recruit); or
  2. or assist or encourage any other person to Recruit,

any Bounsa user (whether a Mentor or a Service User) who you have connected with or whose profile you have found using Bounsa.

  1. ADDITIONAL TERMS FOR MENTORS

    8.1 This clause 8 applies to Mentors.

    8.2 You acknowledge and agree that:

    1. we may vet your suitability as a Mentor at any time (including before allowing you to use and access Bounsa) by requesting an interview with you; and
    2. we may ask you to provide certain reasonable information relevant to your identity, qualifications, and banking / tax information, including your GST number if you are GST registered.

    We may in our sole discretion, deny you access to Bounsa as a Mentor, or remove your account if we are not satisfied in our sole discretion with your suitability as a Mentor, or if you refuse to provide us with any information that we reasonably request under clause 8.2b.

    8.3 You acknowledge and agree that Service Users may leave reviews of your services on Bounsa which will appear on your Bounsa profile.

    8.4 When you sign up as a Mentor, we may ask you to provide a photograph and certain personal information, including your full name, skills, qualifications, experience, credentials and background.  Subject to our compliance with the Privacy Act 2020 and any other applicable privacy and data protection law, information you provide in connection with setting up your Bounsa profile, and reviews provided by Service Users will appear on your Bounsa profile and will be available to the public (Profile Content).  You acknowledge and agree that we may use your Profile Content to advertise Bounsa, including in any marketing materials. If mentors require amendments to their profile details, reasonable efforts will be made to respond to these requests and update these details.

    8.5 Services Users may request to book a Mentor Session with you through the booking process described on the Website. You must use reasonable efforts to accommodate a booking request. You must not reschedule or cancel a booked Mentor Session other than as set out in our Booking and Cancellations Policy.

    8.6 You acknowledge that in exchange for each Mentor Session, the fee you will receive will be equal to the Session Fee. You may include your own terms and conditions on a Listing, but you must not charge any additional fees to the Service User.

    8.7 Mentor Standards:

    1. You confirm that you are at least 18 years of age and that you are legally able to enter into a contract with us.
    2. You must maintain and continue to maintain such insurance that a prudent person supplying the Mentoring would maintain for services similar to the Mentoring provided on a face-to-face basis.

    8.8 When providing Mentoring, you must:

    1. not provide any regulated advice or services, including legal advice, financial advice or any other regulated professional services;
    2. comply with the Community Guidelines;
    3. exercise a reasonable standard of care, at least the same as you would provide in a professional environment for similar services provided on a face-to-face basis;
    4. exercise the standard of care and comply with any ethical standards mandated by applicable law, regulatory bodies and/or professional associations;
    5. not provide to Service Users services other than the Mentoring or any services that you are not qualified to provide; and
    6. not engage in conduct that is harmful, unethical, fraudulent, deceptive or offensive.

    8.9 Listings:

    1. On creating a Listing, you must:
    2. provide accurate information on the Mentoring offered;
    3. provide a correct, up-to-date and accurate representation of your skills, experience and qualifications; and
    4. provide any additional terms and conditions that apply to the Mentoring offered.

    b. All descriptions and information in a Listing must be accurate, complete, up-to-date and truthful to the best of your knowledge and belief.