1            Definitions

1.1       “Account” means the Customer’s account with Shoulder Tap for use of the Services.
1.2       “Customer” means the person (also referred to in these Terms as “You”), either a “Tappee” or “Tapper” to whom Shoulder Tap provides the Services.
1.3       “Default Interest Rate” means the rate that is 5% above the rate charged by Shoulder Tap’s bank on commercial overdrafts from time to time.
1.4       “Platform” means Shoulder Tap’s website: www.shouldertap.co.nz and/or any application used to provide the Services.
1.5       “Price” shall mean the cost of the Services payable by the Customer to Shoulder Tap as determined in accordance with clause 5 of these terms and conditions.
1.6       “Pricing Schedule” means the pricing schedule published by Shoulder Tap on the Platform (as amended from time to time) or as otherwise agreed between Shoulder Tap and the Customer.
1.7       “Privacy Policy” means Shoulder Tap’s privacy policy as referred to and detailed in clause 9 of these Terms.
1.8       “Project Brief” means any project brief signed by Shoulder Tap and the Customer setting out the Services to be provided, including the scope of work and the Price for those Services.
1.9       “Services” means the services to be provided by Shoulder Tap to the Customer from time to time, as set out in and as more particularly described on the Platform or in the Project Brief (if applicable).
1.10     “Shoulder Tap” means Shoulder Tap Limited (also referred to in these Terms as “We” or “Us”) and its successors and assigns, or any person acting on behalf of, and with the authority of Shoulder Tap Limited.
1.11     “Tappee” means a person who wishes to use the Services as a job seeker (or potential job seeker).
1.12     “Tapper” means a person who wishes to use the Services as an employer (or potential employer).
1.13     “Terms” means these terms and conditions as amended from time to time.

2           Acceptance and Application of Terms

2.1       By using our Platform and/or signing up for an Account you accept and agree to be bound by these Terms. 
2.2       The Project Brief (if any), the Pricing Schedule, the Privacy Policy, and these Terms shall form the entire agreement between Shoulder Tap and the Customer. 
2.3       If the Customer has signed a Project Brief, to the extent that any provisions in the Project Brief are contrary to those contained in these Terms, the provisions in the Project Brief shall prevail.
2.4       These Terms may only be amended with Shoulder Tap’s consent in writing.
2.5       We may amend these Terms at any time and updated Terms will be published on the Platform.  If we reasonably determine that any changes to the Terms are material or may detrimentally affect you, we will provide written notice to you of the amended Terms.  If you accept the amended Terms either by confirming your acceptance or by continuing to use the Services one month after notification (whichever is earlier), you will be bound by the amended Terms.  If you do not agree to the amended Terms you may close your Account, which means you will no longer be able to use any Services.

3           Provision of Services

3.1       Shoulder Tap will provide the Services to the Customer as specified on the Platform and as elected by the Customer when signing up for an Account.
3.2       Shoulder Tap will provide the Services in a professional and competent manner in accordance with good industry practice.
3.3       Shoulder Tap will use its best endeavours to ensure the Platform and Services remain available for use at all times however we cannot guarantee that use of the Platform and Services will be uninterrupted and fault free.  If a fault occurs with the Platform or Services you should contact us as soon as possible and we will use our best endeavours to remedy this as soon as practicable.  Access to the Platform or Services may be restricted at times to allow for maintenance or repairs and we will aim to ensure that such restrictions cause as little disruption to your use as possible.
3.4       If the Project Brief includes any conditions or other actions which are the responsibility of the Customer (including but not limited to any regulatory or other consents or approvals or any expertise or resources to be provided by the Customer), Shoulder Tap shall not be required to commence the performance of the Services until such conditions or other actions have been completed, and Shoulder Tap shall not be responsible for any loss or damage to the Customer arising from any delay by Customer in failing to complete such conditions or other actions.
3.5       Shoulder Tap may engage subcontractors or other service providers to provide or assist with some or all of the provision of Services without the Customer’s consent.  Shoulder Tap is not required to disclose details of any subcontractors or service providers to the Customer.

4           Account

4.1       You must sign up for an Account as either a Tappee or a Tapper in order to access and use the Services.
4.2       When you register for an Account you will be asked to create login details including a password.  You must keep your login details and password confidential and must not disclose them or share them with anyone.  You are responsible to maintain the confidentiality of your login details.
4.3       You must ensure that all information you provide through your Account is accurate and up-to-date.  Shoulder Tap takes no responsibility for the content provided on a Customer’s Account and is not required to check the validity of information provided.
4.4       You are responsible for any use on your Account and ensuring that any authorised users of your Account comply with these Terms.

5           Price and Payment

5.1       Unless agreed otherwise in writing (including in any applicable Project Brief), the Price shall be as specified in the Pricing Schedule and payable on such dates or upon the occurrence of milestone events as detailed in the Payment Schedule or Project Brief (if applicable). 
5.2       All payments must be made in full in New Zealand dollars and without any deduction or set off or counterclaim. 
5.3       GST and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price specified in the Pricing Schedule.
5.4       Shoulder Tap may use external payment providers to process any payments from the Customer and any such payments will be subject to any relevant terms of use of that third party provider.
5.5       Where the Price includes an hourly rate for the provision of Services, Shoulder Tap shall be entitled to amend its hourly rates for employees and sub-contractors no more frequently than 6 monthly.  Shoulder Tap will use its reasonable endeavours to notify the Customer of any change to its hourly rates in advance, but a failure to notify will not affect the Customer’s obligation to pay such revised hourly rates for Services.
5.6       All amounts due shall be paid in accordance with the payment terms as set out in the Pricing Schedule or Project Brief (if applicable) and the Customer shall not be entitled to withhold payment of any amounts unless otherwise agreed to by Shoulder Tap.
5.7       If the Customer defaults in payment of any amount when due:
(a)    Shoulder Tap reserves the right to require the Customer to, upon demand, pay interest at the Default Interest Rate on the amount outstanding from the due date until the date payment in full is received;
(b)    the Customer shall indemnify Shoulder Tap from and against all costs, expenses and disbursements incurred by Shoulder Tap in collecting the outstanding amount (including legal costs on a solicitor and own client basis); and
(c)    Shoulder Tap may elect (at its sole discretion) to suspend provision of the Services until that overdue payment has been made in full.  Shoulder Tap shall not be responsible for any loss or damage to the Customer arising from any suspension by Shoulder Tap under this clause.

6           Defects and Liability

6.1       Shoulder Tap warrants that the Services it provides will comply with the description on the Platform or in any Project Brief.  No other express warranties are provided.
6.2       The Customer acknowledges that Shoulder Tap is providing the Services that allow Tappees and Tappers to connect for employment opportunities and that Shoulder Tap provides no guarantees that any particular employment will be offered or in relation to any terms of employment.
6.3       Where the Customer is a Tapper, that Customer acknowledges and agrees that it is obtaining the Services for the purposes of trade or business, and as such nothing in the Consumer Guarantees Act 1993 and sections 9, 12A and 13 of the Fair Trading Act do not apply to the provision of the Services by Shoulder Tap to the Customer.
6.4       If you are an individual, nothing in these Terms should be interpreted to exclude, restrict or modify any rights or remedies you may have under the Consumer Guarantees Act 1993 or the Fair Trading Act 1986.
6.5       Shoulder Tap will not be liable for any loss suffered by the Customer as a result of:
(a)    any misuse by the Customer of the Services;
(b)    failure by the Customer to follow any instructions or guidelines provided by Shoulder Tap;
(c)    any accident or act of God or event that occurs which is otherwise outside of the reasonable control of Shoulder Tap.

7           Intellectual Property

7.1       Shoulder Tap owns (or has a licence to use) all rights, title or interest in any designs, plans, schedule of work, computer code, software, products, systems, copyright, trade marks or other registered or unregistered intellectual property rights (“Intellectual Property”) relating to the Platform or any of the Services provided by Shoulder Tap. 
7.2       Unless specifically authorised by Shoulder Tap, the Customer must not use any Intellectual Property which belongs to Shoulder Tap, or Shoulder Tap’s suppliers, or cause, assist or permit anything to occur which may interfere with, damage or endanger those Intellectual Property rights and the Customer must advise Shoulder Tap immediately if it becomes aware of any unauthorised use or attempted use by any person of Shoulder Tap’s Intellectual Property rights (or those of Shoulder Tap’s suppliers).
7.3       Shoulder Tap grants the Customer with a non-exclusive revocable licence to use any Intellectual Property required for the use of the Services and in accordance with these Terms.

8           Default and Termination

8.1       In addition to all other rights and remedies available to Shoulder Tap at law or pursuant to these Terms, if the Customer is in default under these Terms and that default results in Shoulder Tap incurring any direct additional costs or losses (including full solicitor client costs, and/or debt collection firm costs, in endeavouring to enforce its rights under these terms against the Customer), the Customer will:
(a)    indemnify Shoulder Tap for all such costs and losses; and
(b)    be liable for interest on those costs and losses on demand at the Default Interest Rate as if they had been invoiced overdue amounts.

8.2       In the event that:
(a)    any money payable to Shoulder Tap by the Customer is overdue for more than 30 days;
(b)    the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors;
(c)    a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer;
(d)    the Customer purports to assign any of the Customer’s rights under these Terms, to any third party without Shoulder Tap’s prior consent;
(e)    the Customer performs any acts, or allows any omission, constituting a repudiation of these Terms; or
(f)     there is any other breach of these Terms by the Customer,

• then without prejudice to Shoulder Tap’s other remedies at law:

• Shoulder Tap shall be entitled to cancel all or any part of any Account or Project Brief without prejudice to any other remedies;

• Shoulder Tap may suspend or terminate a Customer’s access to their Account;

• All amounts owing to Shoulder Tap shall, whether or not due for payment, immediately become due and payable despite any contrary provision in these terms; and

• Such cancellation shall not in any way restrict or rescind the ability of Shoulder Tap to enforce its rights under these Terms.

9           Privacy         

9.1       In order to use the Services, you will need to provide certain personal information to us, including your name, contact details and, if you are a Tappee, details about your current or proposed employment.
9.2       Shoulder Tap will use, store and deal with all personal information that you provide us in accordance with our Privacy Policy, which can be found here: https://shouldertap.co.nz/privacy-policy.  The Privacy Policy forms part of these Terms so by agreeing to be bound by these Terms you are also agreeing to be bound by the Privacy Policy.
9.3       In particular, the Customer authorises Shoulder Tap to use the Personal Information for the following purposes:
(a)    To verify the Customer’s identity;
(b)    To provide recruitment services to the Customer, in particular this will involve disclosing any personal information provided (including contact and employment details) to any Tappers who have signed up for our Services;
(c)    To communicate with you in connection with the Services and any marketing of any other services;
(d)    Where you are required to pay for the Services, in connection with processing such payments;
(e)    For any other purpose authorised by you (including as set out in the Privacy Policy or the Act).

9.4       Where the Customer is an individual, the authorities under clause 9.3 are authorities or consents for the purposes of the Privacy Act 2020 and the Credit Reporting Privacy Code 2020.
9.5       Where the Customer is a Tapper and we provide certain personal information on Tappees to that Customer in connection with the Services, the Customer agrees to only use that personal information for recruitment purposes and to comply with its obligations under the Privacy Acy 2020 in relation to the use and protection of that personal information.  The Customer indemnifies Shoulder Tap for any loss suffered by Shoulder Tap (including consequential loss and costs on a solicitor-client basis) for any breach of this clause 9.5.

10         Private Messaging Service

10.1     As part of the Services, Shoulder Tap may offer a private messaging service where Tappees and Tappers can connect with each other for recruitment purposes.
10.2     When using this Service, the Customer agrees to act in a professional manner and to only use the Service in connection with the recruitment process.
10.3     The Customer acknowledges that Shoulder Tap may monitor use of this Service and has the right to terminate a Customer’s use of the Service if in their reasonable opinion, the Customer breaches this clause 10.  Shoulder Tap shall not be liable for any loss caused by terminating a Customer’s use of the Service.
10.4     Shoulder Tap may keep records of any conversations used in this private messaging service.  Such records may only be accessed and used in the case of misuse, a dispute, or where otherwise required by law.

11          Disputes

11.1     If a dispute arises in connection with the subject matter of these Terms, or the provision of Services by Shoulder Tap to the Customer, the party alleging the dispute must first notify the other of the subject matter of the dispute and representatives of the parties shall promptly meet to discuss and attempt to resolve the dispute by negotiation in good faith. 
11.2     If the parties are unable to resolve any dispute within 30 days of that meeting, then either party may appoint a suitably qualified mediator to mediate the dispute, with the mediation to be held in Hawkes Bay within one month of the appointment, unless the parties mutually agree to an alternative location and timing.
11.3     If the parties are unable to resolve any dispute by mediation or agreement, the matter may be referred by either party to arbitration pursuant to the Arbitration Act 1996 with the place of arbitration to be Hawke’s Bay.
11.4     Any mediator or arbitrator appointed in accordance with clause 11.2 or 11.3 shall be as agreed between the parties but failing agreement shall be appointed by the Chair of the Arbitrators’ and Mediators’ Institute of New Zealand.
11.5     Nothing in this clause 11 shall prevent a party taking proceedings or other action to enforce its rights at law, including to recover money due from the other, seek specific performance, or obtain injunctive relief, if it believes (acting reasonably) that there is no genuine basis for the dispute.

12         General

12.1     If any provision of these Terms shall be invalid, void or illegal or unenforceable the validity existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
12.2     These Terms and any Project Brief or Pricing Schedule to which they apply shall be governed by the laws of New Zealand and are subject to the jurisdiction of the courts of New Zealand.
12.3     Neither party shall be liable for any default (other than the payment of money) due to any act of God, war, terrorism, strike, lockout, industrial action, fire, flood, drought, storm or other event beyond the reasonable control of either party.
12.4     The failure by Shoulder Tap to enforce any provision of these Terms shall not be treated as a waiver of that provision, nor shall it affect Shoulder Tap’s right to subsequently enforce that provision.
12.5     Any notice you send us must be sent to support@shouldertap.co.nz.  Any notice we send to you will be sent to the email address registered against your Account unless you advise us otherwise and we agree to this change.