Terms of Service

1. Eligibility and user roles

• You must be at least 18 years old and have the legal authority to enter into these Terms.
• You represent that any organisation you register, administer, or otherwise act on behalf of (including Super Admin, Site Admin, Staff, or Customer roles) has consented to your activities on the Services.
• Account roles are scoped by business site. Site Admins inherit staff permissions for their site(s), and all users are customers by default.
• You agree to provide accurate, current, and complete registration and profile information and to keep it updated.

2. Account security and access

• You are responsible for safeguarding your credentials and for all activity that occurs under your account.
• You must notify Kiwana Labs immediately of any unauthorised access or suspected breach of security.
• Kiwana Labs may restrict or disable access to the Services for maintenance, to address security risks, or in response to suspected violations of these Terms.

3. Description of services

• Fidella provides a multi-tenant loyalty and gift card platform enabling businesses to configure promotions, manage customer rewards, issue and redeem digital wallet passes, and review analytics.
• Customers can create accounts, earn and redeem rewards, view balances, and add cards to supported wallet providers.
• Where Fidella shows an approval step for a spend-like redemption, the customer must approve before the merchant can complete the spend.
• Kiwana Labs may add, modify, or discontinue features at any time. Significant changes will be communicated through the Services or via email.

4. Business responsibilities

• Businesses are solely responsible for designing and communicating loyalty programs, promotions, and gift card terms to their customers.
• Businesses must ensure their offers comply with applicable consumer protection, privacy, tax, and marketing laws in all jurisdictions where they operate.
• Businesses are responsible for honouring rewards, balances, and promotions they configure within the Services.
• Once a balance or voucher redemption is spent at the merchant, Fidella does not reverse that redeemed value through settlement; post-redemption refund or dispute handling remains the merchant's responsibility, subject to applicable law.
• Businesses must obtain all required consents to contact customers, including through push notifications, SMS, and email.

5. Acceptable use

• You agree not to engage in any activity that disrupts or interferes with the Services, including scraping, reverse engineering, or attempting unauthorised access.
• You must not upload, transmit, or store malicious code, or use the Services for fraudulent, deceptive, or unlawful purposes.
• You may not misuse wallet credentials, QR codes, or gift card tokens or share them without permission.
• You must not submit, upload, or display any content — including business names, profile details, offers, promotions, or images — that is hateful, harassing, discriminatory, defamatory, obscene, sexually explicit, violent, or otherwise objectionable or unlawful.
• You represent and warrant that you own or have the necessary rights and licences to all text and imagery you upload, and that it does not infringe the intellectual property, privacy, or other rights of any third party.
• Kiwana Labs may screen, moderate, withhold, or remove any content at its sole discretion, with or without notice, and may suspend or terminate accounts that submit content in breach of these standards.
• Kiwana Labs reserves the right to investigate misuse and may suspend or terminate accounts for violations.

6. Payment terms

• Certain features may require payment of subscription fees or transaction charges. Additional terms for paid plans will be presented at the time of purchase.
• All fees are non-refundable unless otherwise required by law.
• You authorise Kiwana Labs to charge the payment method associated with your account for recurring fees, taxes, and other charges disclosed to you.
• Failure to pay fees when due may result in suspension or termination of access to the Services.

7. Data privacy and security

• Kiwana Labs collects and processes personal data in accordance with our Privacy Policy.
• You must not upload or provide personal data to Kiwana Labs unless you have the legal right to do so.
• Businesses must establish appropriate privacy notices for their customers and obtain any consents required for data sharing with Kiwana Labs.
• Kiwana Labs implements security safeguards appropriate to the nature of the data processed; however, no system is completely secure. You acknowledge the inherent risks of internet transmission.

8. Intellectual property

• Kiwana Labs retains all intellectual property rights in the Services, including software, branding, logos, documentation, and content.
• You may not copy, modify, distribute, or create derivative works based on the Services unless expressly permitted in writing by Kiwana Labs.
• We grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Services solely for your internal business purposes or as a customer of a participating business.
• Businesses retain ownership of the loyalty program content they provide to the Services.

9. Feedback

• You may provide suggestions, comments, or other feedback regarding the Services ("Feedback").
• Kiwana Labs may use Feedback without restriction or obligation to you and without compensating you.

10. Third-party services

• The Services may integrate with third-party applications or platforms, such as payment processors, email providers, or wallet services (including Apple Wallet and Google Wallet).
• Use of third-party services is subject to the terms and privacy policies of those providers. Kiwana Labs is not responsible for third-party products or services.
• Kiwana Labs may exchange data with third-party services you authorise for the purpose of providing the Services. You are responsible for ensuring that you have the right to share such data.

11. Beta or preview features

• Kiwana Labs may provide access to beta, preview, or pre-release features ("Beta Features"). Beta Features are provided for evaluation purposes only and may be modified or discontinued at any time.
• Beta Features may be less reliable or subject to additional confidentiality requirements. You agree to provide Feedback if requested and to use Beta Features at your own risk.

12. Disclaimers

• The Services are provided on an "as is" and "as available" basis without warranties of any kind, whether express, implied, or statutory.
• Kiwana Labs disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.
• Kiwana Labs does not warrant that the Services will be uninterrupted, error-free, or secure, or that data stored or transmitted through the Services will remain free from loss or corruption.

13. Limitation of liability

• To the fullest extent permitted by law, Kiwana Labs will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or related to your use of the Services.
• Kiwana Labs's total liability for any claim arising under these Terms will not exceed the greater of the amounts you paid to Kiwana Labs in the six months preceding the event giving rise to the claim or one hundred U.S. dollars ($100).
• Some jurisdictions do not allow limitations of liability. In such cases, the above limitations may not apply to you.

14. Indemnification

You agree to indemnify, defend, and hold harmless Kiwana Labs, its affiliates, officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your access to or use of the Services;
• Your breach of these Terms or violation of applicable law;
• Any content, data, or materials you provide to the Services; or
• Your interactions with end users, customers, or third parties.

15. Suspension and termination

• You may stop using the Services at any time. Businesses may close their sites through the dashboard or by contacting support.
• Kiwana Labs may suspend or terminate your access immediately if you violate these Terms, pose a security risk, or fail to pay required fees.
• Upon termination, your right to use the Services will cease immediately. Kiwana Labs may retain data as required by law or for legitimate business purposes.

16. Governing law and dispute resolution

• These Terms are governed by the laws of New Zealand, without regard to conflict of laws principles.
• Any dispute arising under or related to these Terms will be resolved exclusively in the courts of competent jurisdiction in New Zealand, and you consent to their jurisdiction.
• The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

17. Changes to these terms

• Kiwana Labs may update these Terms from time to time. We will provide notice of material changes through the Services or by email.
• Continued use of the Services after changes become effective constitutes acceptance of the updated Terms.

18. Entire agreement

These Terms constitute the entire agreement between you and Kiwana Labs regarding the Services and supersede all prior or contemporaneous agreements, communications, and understandings, whether written or oral. If any provision is held to be unenforceable, the remaining provisions will remain in full force and effect.

19. Contact

If you have questions about these Terms or the Services, please contact us at: