Legal
Terms of Use – CBNZ Chatbot
Last updated on 18th October 2024.
1. Background
1.1 Cooperative Business New Zealand Incorporated provides a generative AI chatbot (Chatbot) on its Website and makes it available for your use on the terms and conditions set out in these Terms of Use (as amended from time to time).
2. Definitions
2.1 In these Terms of Use:
(a) Chatbase Terms means the terms and conditions imposed on the use of the Chatbot by its licensor, Chatbase.co, Inc., which can be viewed at https://www.chatbase.co/legal/terms.
(b) Intellectual Property and IP mean all statutory, common law and proprietary intellectual property rights, including patents, layout designs, rights in confidential information, copyright works, designs, inventions, trade marks or any other proprietary right or form of intellectual property, whether registered or unregistered, as may exist anywhere in the world at any time and applications for such rights.
(c) Database means the data and information used by the Chatbot to generate Outputs, and comprises legislation and other materials relevant to cooperatives in New Zealand from time to time.
(d) 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.
(e) Output means any data, content or information generated by the Chatbot in response to a Prompt and after processing that Prompt using the data contained within the Knowledge Base.
(f) Personal Information has the meaning given in the New Zealand Privacy Act 2020.
(g) Privacy Policy means the policy that can be accessed at https://nz.coop/privacy-policy/.
(h) Prompt means a specific instruction or query given by the user to the Chatbot in order to trigger the generation of an Output.
(i) Terms of Use means the terms and conditions set out in this document or any more recent terms and conditions notified to you in accordance with clause 13.
(j) Us, we, our means Cooperative Business New Zealand Incorporated, an incorporated society with incorporation number 233013.
(k) Website means our website at https://nz.coop/.
(l) Working Day means a day of the week other than a Saturday, Sunday, or statutory public holiday in New Zealand.
(m) You means you, the user of the Chatbot.
3. Application of these Terms of Use
3.1 We obtain your acceptance of these Terms of Use as follows:
(a) when you are accessing the Chatbot in your individual capacity, your access and use of the Chatbot constitutes agreement to be bound by these Terms of Use; and
(b) when you are accessing the Chatbot on behalf of a third party, by accessing and using the Chatbot you warrant that you are authorised to bind that third party to these Terms of Use and that you in fact agree to them on that third party’s behalf.
3.2 If you do not agree to these Terms of Use or you do not have authority to agree to them, we do not authorise you to access and use the Chatbot.
3.3 Unless otherwise expressly agreed, these Terms of Use supersede any prior agreements or arrangements in place with you in relation to the Chatbot prior to the last date of amendment of these Terms of Use.
4. Your right to use the Chatbot
4.1 Subject to:
(a) your acceptance of, and compliance with, these Terms of Use and our Privacy Policy; and
(b) your acceptance of, and compliance with, any relevant sections of the Chatbase Terms (as further detailed in clause 5), we authorise you to use the Chatbot.
4.2 Notwithstanding any other provision of these Terms of Use, your right to use the Chatbot is subject at all times to the terms of any agreement between us and Chatbase.co, Inc.
5. Chatbase Terms
5.1 The Chatbot is powered by Chatbase, a product licensed to us by Chatbase.co, Inc.
5.2 In using the Chatbot, you warrant that you have read, understood, and agree to be bound by the Chatbase Terms.
6. Prompts and Outputs
6.1 Prompts:
(a) You are responsible for ensuring that any Prompts that you provide to the Chatbot do not violate these Terms of Use, any rights of third parties, or any applicable laws.
(b) You warrant to us that:
(i) you have all rights, licences and permissions required in order to provide the Prompt for processing into Outputs by the Chatbot; and
(ii) the contents of the Prompts are not defamatory, libellous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive or prohibited by law.
6.2 Outputs: The Chatbot is powered by a language learning model which provides Outputs by processing your Prompt against the contents of the Database on a probabilistic basis. Accordingly, we cannot and do not provide any warranty as to the accuracy or appropriateness of any Outputs, and you acknowledge and agree that:
(a) we have no responsibility for verifying the accuracy of the Database or any Outputs;
(b) the accuracy and appropriateness of each Output should be verified by an appropriate person in each instance prior to relying on that Output;
(c) the Outputs in no way represent our views;
(d) the Outputs in no way constitute legal, financial, investment, accounting, tax or other professional advice. We strongly recommend that you obtain this advice from an appropriately qualified professional; and
(e) the Outputs are provided on an “information only” basis.
6.3 Database:
(a) The Database is trained on specific materials relevant to co-operative companies in New Zealand. These materials include, but are not limited to:
(i) Building Societies Act 1965;
(ii) Friendly Societies and Credit Unions Act 1982;
(iii) Industrial and Provident Societies Act 1908;
(iv) Farmers’ Mutual Group Act 2007;
(v) Co-operative Companies Act 1996;
(vi) Financial Markets Conduct Act 2013;
(vii) Financial Reporting Act 2013;
(viii) Financial Markets Conduct (Small Co-operatives) Exemption Notice 2022;
(ix) our “Startup Guide”; and
(x) any other materials that we train the Database on from time to time.
(b) The Chatbot is not connected to the internet and therefore is not capable of real-time data retrieval. Accordingly, we cannot and do not provide any warranty as to the relevancy and accuracy of the Database or of any Outputs generated by the Chatbot.
7. Updates to the Chatbot
7.1 Updates to Chatbot by Chatbase.co, Inc.: Chatbase.co, Inc. may from time to time:
(a) update, modify or enhance the Chatbot; and
(b) use information and data gathered through your use of the Chatbot for the purposes of providing updates, modifications and enhancements to it, in accordance with the Chatbase Terms.
8. Limitation of liability and Indemnification
8.1 To the maximum extent permitted by law:
(a) you access and use the Chatbot at your own risk; and
(b) we are not liable or responsible to you or any other person for any Loss under or in connection with these Terms of Use, the Chatbot, or your access and use of (or inability to access or use) the Chatbot. This exclusion applies regardless of whether our liability or responsibility arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise.
8.2 The Chatbot is provided on an “as is and as available” basis. We provide no warranties, express or implied, regarding the operation or availability of the Chatbot, or the information, content and materials contained within any of its Outputs. To the maximum extent permitted by law we disclaim all warranties, including but not limited to the implied warranties of merchantability. fitness for a particular purpose, and non-infringement.
8.3 To the maximum extent permitted by law and to the extent that clause 8.1 and/or 8.2 do not apply, we limit our total liability to you in connection with these Terms of Use to $2,000.
8.4 You indemnify us for any Loss we suffer or incur as a direct or indirect result of:
(a) your Prompts;
(b) any use of the Outputs;
(c) any third party claims arising from your use of the Chatbot or Outputs; or
(d) any failure by you to comply with the terms and conditions set out in these Terms of Use and the Chatbase Terms.
8.5 To the extent permitted by law, we, our licensors and suppliers have no liability to you or any other person for any Loss in connection with:
(a) the Chatbot being unavailable, performing poorly or behaving in a manner that is not expected nor intended;
(b) the restriction of your access to the Chatbot;
(c) the discontinuation of the Chatbot;
(d) any errors in the content of, or omission of content, from the Chatbot;
(e) any exposure to viruses or other forms of interference which may damage your computer system, mobile device or any other device you are accessing the Chatbot from or exposes you to fraud when accessing the Chatbot; or
(f) any other website or material that is referenced or linked to by the Chatbot.
9. Intellectual Property
9.1 Subject to the Chatbase Terms, we (and where applicable, our licensors) own all proprietary and intellectual property rights in the Chatbot (including but not limited to all information, data, text, graphics, artwork, photographs, names, logos, icons, sound recordings, videos, and designs).
10. Privacy
10.1 To the extent that any Personal Information is provided to us through your use of the Chatbot we will handle that Personal Information in accordance with the New Zealand Privacy Act 2020 and our Privacy Policy.
11. Suspension of services due to breach
11.1 Without prejudice to any other right or remedy available to us, if we consider that you have breached these Terms of Use, we may immediately suspend your access to the Chatbot (or any part of it).
12. Termination
12.1 Termination for convenience: We reserve the right to terminate these Terms of Use and your access to the Chatbot at any time and with immediate effect.
12.2 Termination due to discontinuation of Chatbot:
(a) We reserve the right to, at our discretion, discontinue the Chatbot at any time and with immediate effect.
(b) Where we discontinue the Chatbot, we shall have no liability to you or any third party for any Loss suffered as a result of the discontinuation.
12.3 Clauses that survive termination: Clauses which, by their nature, are intended to survive termination of these Terms of Use (including clauses 5, 6, 8, 9, 10, 14, 16 and this clause 12.3) shall continue in force beyond termination.
13. Updates to these Terms of Use
13.1 We may make changes to these Terms of Use at any time by uploading revised versions onto our Website. Any changes will be effective from the date that they are uploaded.
13.2 By continuing to use the Chatbot following a change to these Terms of Use, you will be accepting to be bound by them in accordance with clause 3.1.
14. Confidentiality
14.1 Legally mandated disclosure: We may disclose your information if required to do so by law or in the good faith belief that such action is necessary to comply with legal obligations, protect and defend our rights or property, act in urgent circumstances to protect the personal safety of users of the product or the public, or protect against legal liability.
15. Assignment
15.1 You cannot assign or transfer any of your interests in relation to these Terms of Use without our prior written consent.
15.2 We may transfer any or all of our interests and obligations under these Terms of Use to any affiliate, entity we enter into a joint venture with or any entity that we are sold to or merged with without notice to you. If we do this we will not be held liable for any subsequent breach of these Terms of Use by the assignee.
16. Dispute resolution
16.1 Dispute resolution process:
(a) You may not commence legal proceedings in relation to a dispute under these Terms of Use until the dispute resolution mechanisms set out in this clause 16 have been exhausted.
(b) You must follow the dispute resolution mechanisms set out in this clause 16 in the order that they appear.
16.2 Dispute notice: If you wish to raise a dispute in relation to these Terms of Use (Dispute), you must serve notice upon us containing the full written particulars of the Dispute (Dispute Notice).
16.3 Attempt to resolve Dispute through good faith discussions:
(a) In the first instance following the provision of a Dispute Notice from you to us, the parties agree to engage in good faith discussions to resolve the Dispute.
(b) Within 10 Working Days from delivery of the Dispute Notice the parties shall meet, either in person or via electronic means, in an attempt to resolve the Dispute amicably. Each party shall act in good faith and use best efforts to resolve the Dispute through these discussions prior to proceeding to mediation.
16.4 Mediation:
(a) If the Dispute remains unresolved within 10 Working Days of you providing us with the Dispute Notice (or any longer period agreed to by us), the Dispute may be referred to mediation in accordance with this clause 16.4.
(b) The mediation process is as follows:
(i) you may not provide a notice of mediation (Mediation Notice) until the requirements of clauses 16.2 to 16.4(a) have been met;
(ii) if you wish to go to mediation, you must serve a Mediation Notice upon us;
(iii) the Mediation Notice must state that the Dispute has arisen, state the matters in Dispute, and require that the parties enter mediation regarding the Dispute;
(iv) when the Mediation Notice has been given, the parties will seek to jointly appoint a mediator. If they fail to appoint a mediator within 10 Working Days, on request by either party, the mediator will be appointed by the President of the New Zealand Law Society or the President’s nominee;
(v) the parties must co-operate with the mediator in an effort to resolve the Dispute; and
(vi) if the Dispute is settled, the parties must sign a binding copy of the terms of the settlement; but
(vii) if the Dispute is not settled within 20 Working Days after the mediator has been appointed, or within any extended time that the parties agree to in writing, the mediation must cease.
16.5 Arbitration:
(a) If mediation ceases and the Dispute remains unsettled, the Dispute may be referred to arbitration in accordance with this clause 16.5
(b) The arbitration process is as follows:
(i) you may not provide a notice of arbitration (Arbitration Notice) until the requirements of clauses 16.2 to 16.4 have been met;
(ii) if you wish to go to arbitration, you must serve an Arbitration Notice upon us;
(iii) the Arbitration Notice must state that the Dispute has arisen, state the matters in Dispute, and require that the parties enter arbitration regarding the Dispute;
(iv) the arbitration shall occur in accordance with the New Zealand Arbitration Act 1996 (and its amendments and regulations) and the AMINZ Arbitration Rules current at the time arbitration is commenced; and
(v) the place of arbitration will be Auckland, New Zealand, and the law applicable to the arbitration will be New Zealand law.
16.6 Claims by us: Nothing in this clause 16 applies to a claim that we may have against you in relation to these Terms of Use.
17. General
17.1 Entire agreement:
(a) These Terms of Use sets out everything agreed by the parties relating to your use of the Chatbot and supersedes and cancel anything discussed, exchanged or agreed prior to you agreeing to these Terms of Use.
(b) You have not relied on any representation, warranty or agreement relating to the Chatbot that is not expressly set out in the Terms of Use, and no such representation, warranty or agreement has any effect from the date you agreed to these Terms of Use.
17.2 Governing law: These Terms of Use and any dispute relating to it is governed by, and must be interpreted in accordance with, the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to these Terms of Use.
17.3 No waiver of rights: Failure by us to exercise any of our rights under these Terms of Use shall not in itself constitute a waiver of that right. For us to waive a right under these Terms of Use, that waiver must be in writing.
17.4 Enforceability of Terms of Use: If any part or provision of these Terms of Use is, or becomes, illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If a modification is not possible, the part or provision must be treated for all purposes as severed from these Terms of Use. All other terms set out in these Terms of Use will remain binding on you unaffected.
18. Contact us
18.1 If you have any queries or requests concerning these Terms of Use or the Chatbot please contact us at info@nz.coop.