Community Accounts Terms and Conditions

These Community Accounts Terms and Conditions (the "Terms") govern participation by a Community Account Holder in the TohaKai community contributions programme operated by KaiMate NZ Limited ("KaiMate"). These Terms are intended to be accepted electronically during onboarding.

2.1KaiMate NZ Limited is the operator of a digital food pre-order marketplace (the "Platform") that connects consumers with local food businesses. The Platform includes the TohaKai community contributions programme, through which a portion of each completed order is automatically allocated to community organisations chosen by consumers.

2.2The organisation applying to be a Community Account Holder ("you") in order to receive TohaKai community contributions under this Agreement.

• Community Account:An account allocated to a Community Account Holder within the Platform to record community contribution allocations and to promote the Community Account Holder's profile and programme description.
• Community Account Administrator: The individual authorised to act on behalf of the Community Account Holder for onboarding and programme administration.
• Community Account Holder: An eligible organisation approved by KaiMate to receive TohaKai community contributions.
• Community Contribution: The NZD $0.50 cash allocation made by KaiMate per completed Platform order to the Community Account Holder selected by the ordering consumer. Community Contributions are funded by KaiMate from the Platform Fee it collects on each order; they are not donations by consumers or merchants and are not tax-deductible gifts. KaiMate does not represent that any particular tax treatment applies to payments received by Community Account Holders.
• Intended Use Statement: The programme(s) or initiative(s) you describe in your Community Account profile as the intended use of community contributions received.
• Nominated Bank Account: The New Zealand bank account stated in your Community Account Holder application form.
• Platform Fee: The flat fee of NZD $1.20 (GST-inclusive) charged to consumers on each completed order through the Platform, from which KaiMate funds the Community Contribution.
• Preferred Use Categories: The non-binding programme categories that KaiMate promotes as aligning with the TohaKai programme, described in Section 6.2.
• TohaKai:KaiMate's community contributions programme ("toha" meaning to share or distribute; "kai" meaning food in te reo Māori), through which Community Contributions are automatically allocated from each completed order to support approved community organisations. Consumer-facing product copy refers to these allocations as "community contributions".

4.1 To be a Community Account Holder, you must be a bona fide school, registered charity, incorporated society (registered under the Incorporated Societies Act 2022), charitable trust, library entity, Māori entity, or other community organisation that KaiMate approves to be part of this programme.

4.2 KaiMate may request evidence of your legal status, governance, and authority to receive funds (e.g., charity number, NZBN, MoE number, trust deed extract, confirmation of reregistration under the Incorporated Societies Act 2022, or other satisfactory evidence of governance and legal standing).

4.3 KaiMate may approve or decline any application in its discretion and may impose additional conditions for approval.

5.1 You must provide accurate information for your Community Account profile (including organisation name, contact details, address, and an Intended Use Statement describing the programme(s) or initiative(s) you intend to support using community contributions).

5.2 KaiMate may use your organisation name, logo, and publicly supplied programme description to list you in the app and on the Platform, and to report on the total community contributions made and their community impact. By providing a logo or brand assets during onboarding, you grant KaiMate, for the term of this Agreement, a non-exclusive, royalty-free licence to use those assets solely for the purpose of your Community Account listing and related TohaKai communications.

5.3 Any use of photos of identifiable individuals, students, or children must be provided by you with appropriate consents and in accordance with applicable privacy laws.

5.4 Either party may request reasonable corrections if marketing materials are inaccurate.

5.5 You must promptly update your information if it changes.

6.1 Programme purpose. The TohaKai programme is intended to support local community wellbeing and access to kai and learning resources.

6.2 Preferred Use Categories. Community Accounts are encouraged to apply community contributions toward programmes such as:

• Food Security Programmes — including school lunch programmes, breakfast clubs, backpack food programmes (food sent home with students/families), community pantry programmes hosted by schools or community organisations, and food rescue partnerships.
• Cooking and Nutrition Programmes — including culinary classes and cooking workshops, nutrition education programmes, school and community gardens connected to food learning, and farm-to-school initiatives (including produce used for student meals or learning).
• Libraries and Learning Access — including school libraries and community libraries, book access programmes (including book drives and book packs), literacy programmes and reading interventions, and reading clubs.
• After-School Academic Programmes — including tutoring programmes, STEM clubs, coding clubs, and robotics clubs.
• Cultural Programmes — including Māori cultural programmes (e.g., tikanga-based learning or cultural workshops), kapa haka groups, and te reo Māori language revitalisation programmes.

6.3 Intended Use Statement. During onboarding and/or within your profile, you will provide an Intended Use Statement. You agree to make reasonable efforts to apply community contributions in a manner consistent with your Intended Use Statement and the programme purpose in Section 6.1.

6.4 Independence and discretion. You remain solely responsible for your operations and expenditure decisions. KaiMate does not direct or control how you spend community contributions and does not hold any payments on trust for you.

6.5 Records and transparency. You agree to keep reasonable records of how community contributions are applied and, if requested by KaiMate from time to time, provide a high-level explanation or supporting information for transparency and programme integrity.

7.1 Payout cadence. Unless KaiMate notifies otherwise, KaiMate intends to calculate community contribution totals on a quarterly basis and pay out to your Nominated Bank Account. Currently, consumer community contributions are allocated directly as cash amounts (NZD $0.50 per qualifying completed order) rather than as redeemable points. KaiMate may introduce additional allocation mechanisms, including consumer-directed loyalty points, in the future; any such changes will be communicated with appropriate notice.

7.2 Contribution value.KaiMate currently allocates NZD $0.50 per completed Platform order to your Community Account. KaiMate may change the contribution amount, payout timing, minimum payout thresholds, or calculation method by giving no less than 30 days' prior written notice of any such change.

7.3 Adjustments. KaiMate may make reasonable adjustments for errors, fraud, chargebacks (if applicable), duplicate transfers, or other corrections.

7.4 Bank details. You are responsible for ensuring Nominated Bank account details are correct. KaiMate is not liable for payments made to an incorrect account due to information you provided.

7.5 Taxes and non-deductibility. You are responsible for your own tax and reporting obligations. KaiMate does not provide tax advice. Community contributions made through the TohaKai programme are platform-funded cash allocations — they are not charitable donations by consumers or merchants, and KaiMate does not guarantee any particular tax treatment of payments received by you. Consumers and merchants should not treat contributions as tax-deductible gifts. KaiMate will not issue donation receipts in respect of TohaKai community contributions.

8.1 You must promptly notify KaiMate if you cease to operate, lose legal status, or become subject to any investigation that could reasonably affect your eligibility.

8.2 KaiMate may conduct periodic verification checks (initially manual; automated and/or registry-based checks as the programme scales).

8.3 KaiMate may request a short written confirmation (attestation) from an authorised representative describing how community contributions were applied during a reporting period and confirming, to the best of their knowledge, that application was broadly consistent with the Intended Use Statement and the programme purpose in Section 6.1.

KaiMate may suspend or remove a Community Account if KaiMate believes (in its sole discretion) that:

• (a) you have applied, or intend to apply, community contributions in a manner that is materially inconsistent with your Intended Use Statement, or the programme purpose in Section 6.1;
• (b) you have applied, or intend to apply, community contributions towards political campaigning or lobbying, religious proselytising, or private benefit to individuals;
• (c) your legal status is inactive, deregistered, or otherwise non-compliant;
• (d) you have provided misleading information; or
• (e) continued listing creates material risk to KaiMate or the community.

If suspended, community contribution allocations to the Community Account will be paused and no further contributions may be added during the suspension period. Any community contributions already accrued and allocated to the Community Account prior to suspension will still be paid out following resolution of the suspension, subject to Section 7.3 and any unresolved compliance concerns. KaiMate may hold further payments pending review and resolution where fraud or misuse is reasonably suspected.

You and KaiMate are independent parties. Nothing in these Terms creates a partnership, joint venture, agency, employment relationship, or fiduciary duty.

11.1 You warrant that you have authority to accept these Terms and to receive payments on behalf of the Community Account Holder.

11.2 You warrant that your Intended Use Statement is accurate and not misleading, and that you will use reasonable efforts to apply community contributions consistently with that statement and the programme purpose described in Section 6.1.

11.3 You indemnify KaiMate for losses arising from your breach of these Terms or misleading information, to the extent permitted by law.

12.1 KaiMate will handle personal information in accordance with its Privacy Policy.

12.2 You must ensure that any personal information you provide to KaiMate (e.g., contact details) is provided with authority and consent.

12.3 KaiMate may share aggregated programme metrics (e.g., total community contributions raised) for reporting and marketing purposes.

To the extent permitted by law, KaiMate is not liable for indirect or consequential loss, and KaiMate's total liability in connection with the TohaKai programme is limited to the amount of payments actually made to you in the 3 months preceding the event giving rise to the claim.

14.1 These Terms start when accepted and continue until terminated.

14.2You may terminate this Agreement by giving KaiMate not less than 10 days' written notice.

14.3KaiMate may terminate this Agreement by giving you not less than 10 days' written notice.

14.4 Either party may terminate this Agreement immediately by written notice if the other party commits a material breach of this Agreement which (if capable of remedy) is not remedied within 5 days.

14.5 On termination, KaiMate may make a final payout subject to any holds, corrections, or investigations. The Community Account shall be closed.

14.6 On termination, any community contribution amounts accrued but not yet paid out will be settled in accordance with Section 14.5, subject to any holds or compliance matters. If KaiMate introduces a consumer-directed loyalty points system in the future, the treatment of unallocated points on termination will be governed by the terms applicable to that system at that time.

KaiMate may update these Terms from time to time. KaiMate will provide at least 30 days' written notice of any material changes. Continued participation after the effective date of the updated Terms constitutes acceptance. If you do not agree to a material change, you may terminate this Agreement before the change takes effect by giving notice in accordance with Section 14.2.

Notices may be given by email to the primary contact email on file or by other methods KaiMate reasonably selects. Notices to KaiMate should be sent to: legal@kaimate.co.nz, or in writing to the Registered Office: 111 Muritai Road, Eastbourne, Lower Hutt, 5013, New Zealand.

These Terms are governed by the laws of New Zealand and the parties submit to the exclusive jurisdiction of the courts of New Zealand.

Questions about these Terms? Contact us at legal@kaimate.co.nz.

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