Terms and Conditions

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1. Introduction

1.1 Our solution: We provide a digital signage solution known as Notiform, which is used by businesses to accurately communicate important information to their staff and subcontractors in real time. Our solution includes:

1. physical display screens which are located at a work site and display important information intended for staff and subcontractors (Screens). We lease Screens and certain related items (such as weather proof screen cases) to businesses for them to use on their work sites; and
2. a software platform which is used to manage the information displayed on Screens and provide access to and share other work site-related information (the Platform). We provide businesses and their staff and subcontractors with access to the Platform as a service via the internet at notiform.app (or any other URL we may use for this purpose from time to time) and/or the App (if any) (the SaaS Service).

1.2 Application of Terms and Conditions: These Terms and Conditions (Terms) apply to our supply of Screens, the SaaS Service (including the App) and any other Equipment and Services. By accepting or acknowledging these Terms, or submitting or signing an Order Form, you are confirming your agreement to these Terms.

1.3 Who's who: In these Terms when we refer to:

1. us, we or our, we mean the Notiform company who your Agreement is with. Section 14 explains which company this is;
2. you or your, we mean:
   1. if you are a business or organisation who has submitted or signed an Order Form or who is otherwise leasing and/or subscribing for any Equipment and/or Services from us, that business or organisation (a Business Customer); or
   2. (ii) if you are an individual person who is asked to accept or acknowledge these Terms when registering or applying for a personal account on the Platform, that individual person (an Individual Account Holder); and
3. a party, we mean a party to the Agreement, being either us or you, and when we refer to parties we mean both us and you.

1.4 Terms are legally binding: These Terms are intended to form part of a legally binding agreement between us and you (the Agreement), so it's important you read these Terms carefully. Section 2 below explains when the Agreement comes into effect and what's included in the Agreement. If you don't agree to these Terms, you must not proceed to lease, access, use or subscribe for any Screens, the SaaS Service, the App or any other Equipment or Services.

1.5 Headings and overviews: To help you navigate and understand these Terms we've included headings and overviews of what's covered in each section of these Terms. However, these aren't a substitute for, and don't change the meaning of, the full terms and conditions contained in these Terms.

2. Onboarding, Registration, Order Forms and Agreement

To get started, businesses need to submit an initial Order Form and complete the onboarding process to set up a Business Account, while individuals must register for an Individual Account and be invited by a business. Businesses are responsible for the actions of their staff and contractors. These Terms and the Order Forms are the whole agreement, replacing any prior discussions or agreements.

2.1 Onboarding and registration process:

1. To be set-up with a Business Account and granted access to the SaaS Service, a Business Customer first needs to enter into an initial Order Form with us and complete our onboarding process. We may refuse to enter into an initial Order Form with any prospective Business Customer.
2. To register for an Individual Account, an Individual Account Holder needs to complete our registration process. We may refuse to set-up an Individual Account for an Individual Account Holder if we reasonably consider that the Individual Account Holder has provided any false or misleading information as part of our registration process and/or the Individual Account Holder intends to use the SaaS Service in a way that is not allowed under the Agreement. An Individual Account Holder will not be able to use the SaaS Service to perform any functions until a Business Customer has invited the Individual Account Holder to join the Business Customer's Business Account or has granted the Individual Account Holder access to certain parts of the Business Customer's Business Account.

2.2 Order Forms: For the parties to enter into an Order Form you need to submit and (if we require) sign the Order Form, and we (or our Authorised Reseller on our behalf) need to either confirm in writing our acceptance of the Order Form or sign the Order Form. We are not required to accept or sign any Order Form you've submitted. A confirmation that we've received an Order Form does not amount to an acceptance of the Order Form by us. Once an Order Form has been entered into, it will become legally binding and part of the Agreement. There is no limit on the number of Order Forms we may enter into with you. For example, we may enter into new Order Forms if you wish to lease additional Equipment for a new Work Site.

2.3 Agreement with Business Customers: The Agreement with a Business Customer will come into effect when we enter into the initial Order Form with the Business Customer. The Agreement with the Business Customer is made up of these Terms and all Order Forms we enter into with the Business Customer. Any Equipment Leases created by the parties entering into an Order Form also form part of the Agreement.

2.4 Responsibility for staff and contractors: A Business Customer must ensure that its staff and contractors who access and/or use any Equipment, any Services and/or any of our Confidential Information (including any who are Individual Account Holders) comply with the terms of the Agreement. Any acts or omissions of a Business Customer's staff and contractors (including any who are Individual Account Holders) in relation to the Equipment, any Services and/or any of our Confidential Information will for the purposes of the Agreement also be deemed to be acts or omissions of the Business Customer.

2.5 Agreement with Individual Account Holders: The Agreement with an Individual Account Holder will come into effect once we've activated the Individual Account Holder's Individual Account. The Agreement with the Individual Account Holder is made up of these Terms.

2.6 Entire agreement: Subject to section 10.4, the Agreement as described in section 2.3 or 2.5 (as applicable) is the entire agreement between the parties relating to the Equipment and the Services, and supersedes all previous discussions, understandings and agreements between the parties relating to the Equipment and the Services.

3. Equipment Terms

If you're leasing Equipment from us, here's the deal: Leases have an initial minimum term stated in the Order Form, and then renew month-to-month after that. You're responsible for set-up and installation, maintaining internet and power, and ensuring the Equipment is protected. The Equipment remains ours, and you're liable for any loss or damage while it's in your possession. If there's an issue, we'll try to fix it unless it’s caused by a third party service issue. In some cases, additional charges may also apply. We may upgrade the Equipment as needed, and you need to give us access to your Work Site for delivery and maintenance. At the end of the lease, return the Equipment promptly or keep paying Fees until you do.

3.1 Application: This section 3 applies where we enter into an Order Form to lease any Equipment to you.

3.2 Authority to complete details in Order Form: After an Order Form for an Equipment Lease has been entered into, you authorise us to add or complete any particular details for the Equipment (such as serial numbers but not Fees or other commercially material details) which were missing, blank or incomplete when the Order Form was entered into.

3.3 Minimum Lease Term: Each item of Equipment will be leased to you for an initial minimum term as stated in the relevant Order Form (Minimum Lease Term).

3.4 Automatic Renewal of Equipment Lease Term: Unless either party notifies the other party at least 10 Business Days prior to the end of the Minimum Lease Term that it does not wish to lease any Equipment beyond its Minimum Lease Term, the Equipment Lease for that Equipment will continue to renew on a month-to-month basis for successive calendar months until either party notifies the other party at least 10 Business Days prior to the end of a month that it does not wish to lease the Equipment beyond that month.

3.5 Delivery: Following an Order Form for any Equipment Lease being entered into, we will use reasonable endeavours to deliver that Equipment to the Work Site specified in the Order Form by the relevant date specified in the Order Form or, if no date is specified, within a reasonable period of time.

3.6 Set-up and installation: Unless stated otherwise in the Order Form, you are responsible for setting-up and installing the Equipment at the Work Site. You must ensure the Work Site is suitably prepared for the installation of the Equipment. When you set-up or install the Equipment you must comply with our reasonable set-up or installation instructions and guidelines.

3.7 Internet and power: The Screens require a suitable internet connection and power source at the Work Site in order to function. You are responsible for procuring and maintaining an internet connection and power source for the Screens we lease to you.

3.8 Equipment may not be new: Unless agreed otherwise in the relevant Order Form, the Equipment we lease to you may have been used previously.

3.9 Ownership: Ownership of the Equipment remains with us at all times.

3.10 Your Period of Responsibility: Except as provided in section 3.11, you are responsible and liable for any loss, theft or destruction of or damage to the Equipment (however caused) from the time we deliver the Equipment to the Work Site and, if we have agreed in the Order Form to set-up or install the Equipment, complete the set-up or installation until the time the Equipment is returned to or collected by us or our subcontractors (this period being Your Period of Responsibility). We will not insure the Equipment during Your Period of Responsibility, so you may wish to insure the Equipment yourself.

3.11 Exceptions where you're not responsible: You are not responsible or liable:

1. for any natural deterioration of or degradation to the Equipment arising solely from its proper and ordinary use over time (Fair Wear and Tear);
2. for any damage to a Screen we leased to you if:
   1. you are able to demonstrate that the damage resulted from an Equipment Issue affecting any weather proof case we leased to you which you used to seal the Screen; and
   2. there is no evidence that the damage resulted (in whole or in part) from your negligence, misuse or abuse of any Equipment, or breach of the Agreement (including a breach of section 3.13); or
3. where we or our subcontractors have caused the loss, theft or destruction of, or damage to, the Equipment.

3.12 Lost or damaged Equipment: If any Equipment is lost, stolen, damaged (including by water ingress) or destroyed during Your Period of Responsibility, then:

1. you must notify us immediately;
2. if the Equipment has been:
   1. lost, stolen or destroyed, unless the parties agree otherwise in writing within 10 Business Days of your notification, the Equipment Lease for that Equipment will cancel automatically; or
   2. damaged, we may cancel the Equipment Lease for that Equipment by giving notice to you. If we don't and the damage has caused an Equipment Issue, we will resolve the Equipment Issue in accordance with section 3.16;
3. if the Equipment Lease for the Equipment is cancelled under section 3.12(b) and you still require the same or similar Equipment, we may (at our discretion) allow you to submit a further Order Form for a new Equipment Lease for replacement Equipment which may (if we require) include a new Minimum Lease Term; and
4. unless an exception in section 3.11 applies, you must indemnify us and pay us for the direct costs and losses we incur or suffer as a result of the Equipment being lost, stolen, damaged or destroyed, including (in each case as applicable):
   1. our costs of repairing the Equipment, which will include the time we spent working on the repair at our Standard Rates and the out-of-pocket costs (including courier or other delivery costs) we incurred to third parties in relation to the repair;
   2. our costs of replacing the Equipment; and/or
   3. Losses arising from the Equipment Lease for the Equipment being cancelled before the end of its Minimum Lease Term.

3.13 Your Equipment obligations: At all times during Your Period of Responsibility you must:

1. take such steps as are reasonable in the circumstances to prevent unauthorised access to and/or use of the Equipment and to prevent any loss, theft or destruction of or damage to the Equipment;
2. ensure that any Screens leased to you are protected from water and other moisture. You must not keep any Screens outside unless they are protected by a sealed, weather proof case leased by us to you or otherwise approved by us in writing;
3. not remove the Equipment from its Work Site or move the Equipment to a new site or location unless this is to return the Equipment to us or we have previously approved the removal or move in writing;
4. not alter or modify the Equipment without our prior written approval; and
5. comply with our reasonable instructions and guidelines in relation to the use, storage and maintenance of the Equipment.

3.14 No dealing with the Equipment: You must not, without our prior written approval:

1. sell, lease or rent the Equipment to any third party;
2. allow any third party (other than your staff and contractors) to use the Equipment; or
3. grant any third party any Security Interest in or over the Equipment.

3.15 Security Interests: The Agreement creates, or may create, in favour of us, one or more Security Interests in the Equipment. To protect our ownership of the Equipment we may register a Financing Statement on the Personal Property Securities Register in respect of any such Security Interest(s). You must provide us with such information and assistance, and sign such documents, as we may request to perfect our Security Interest(s) in the Equipment.

3.16 Equipment Issues:

1. Subject to section 3.16(b) and except where the leases for the affected Equipment have been or are being cancelled, if you report an Equipment Issue during the relevant Equipment Lease Term we will try to resolve the Equipment Issue as soon as reasonably practicable. We may resolve an Equipment Issue by repairing or replacing any affected Equipment or implementing any other technical fix, change or update.
2. We are not required to resolve, and are not responsible for, any Equipment Issue arising from or caused by any issue or problem with, or failure of, any hardware, equipment, internet connection, network, software, system, service or other facility (excluding the Equipment, the Platform, the App and the Underlying Systems) that you use to access or operate the Equipment or the SaaS Service (a Third Party Service Issue).

3. If our investigations and analysis reveal that an Equipment Issue reported by you arose from or was caused by:

   1. a Third Party Service Issue;
   2. any damage to the Equipment (including due to water ingress) during Your Period of Responsibility (unless the damage is covered by an exception in section 3.11); or
   3. your negligence, misuse or abuse of the Equipment, or breach of the Agreement (including a breach of section 3.13),
   then you must (if we require and without limiting section 3.12(d)) pay us for the time we spent investigating, analysing and resolving the Equipment Issue at our Standard Rates and any out-of-pocket costs (including courier or other delivery costs) we incurred to third parties in relation to the investigation, analysis and resolution.
4. If we fail to resolve an Equipment Issue (other than one arising from or caused by a Third Party Service Issue) within 5 Business Days of you first reporting the Equipment Issue to us (that period being the Target Resolution Period), we will not charge, and if necessary will provide you with a credit or refund for, any Equipment-based Fees for the affected Equipment for the period from the first day after the Target Resolution Period to the day on which the Equipment Issue is resolved (inclusive in each case). When the Equipment Issue is resolved, those Equipment-based Fees will recommence. This will be your sole and exclusive remedy for any Equipment Issues.

3.17 Equipment upgrades and replacements: We may (at our discretion) replace or upgrade any Equipment from time to time with Equipment that provides at least comparable functionality and performance. We may do this where, for example, we think the Equipment has reached or is about to reach the end of its economic life or the Equipment needs to be upgraded or replaced to ensure it continues to inter-operate with our Platform and/or our App.

3.18 Access to Work Sites: You must provide us with such access to the Work Sites as we may reasonably require in order to deliver, install or set-up (if we're doing this for you), repair, upgrade and replace the Equipment. In addition, if you fail to return any Equipment within 20 Business Days of the end of the Equipment Lease Term for the Equipment, or you become subject to an Insolvency Event, you authorise us and our subcontractors to enter any Work Sites or other sites owned, leased or occupied by you where we know or suspect the Equipment is located and to remove the Equipment from those Work Sites or sites. When we or our subcontractors access any Work Site or other site owned, leased or occupied by you:

1. we will comply, and ensure that our subcontractors comply, with any reasonable health and safety policies and requirements you notify to us;
2. you must take reasonable steps to ensure we and our subcontractors are given prior warning of any known hazards which might reasonably be expected to pose a material risk to health and safety; and
3. we, our subcontractors and you must work together to consult, co-operate and co-ordinate activities in order to meet each other’s respective health and safety obligations under applicable health and safety legislation and regulations.

3.19 Return of Equipment: Within 20 Business Days of the end of the Equipment Lease Term for any Equipment you must (unless the Equipment has been lost, stolen or destroyed) return that Equipment to us in accordance with our directions. If you fail to do so, you must continue to pay the Equipment-based Fees for that Equipment for the period from the end of the Equipment Lease Term until the Equipment is returned to or collected by us or our subcontractors.

4. SaaS Terms

You can use the SaaS Service as long as you follow the rules and handle your own tech setup. We aim for maximum uptime but can’t guarantee it; we'll notify you about maintenance. We might change the service occasionally and will inform you of major changes, giving you the option to cancel without penalty. If you breach terms or don’t pay, we might suspend your access, but we’ll give you a heads-up unless it’s urgent. Use the service legally, and don’t share, hack or misuse it.

4.1 Right to use the SaaS Service: Subject to these Terms, we grant you the right and a licence to access and use the SaaS Service and the App.

4.2 Facilities needed to access SaaS Service: You're responsible for procuring and maintaining all hardware, equipment, internet connections, networks, software, systems and other facilities (excluding the Equipment, the Platform and the Underlying Systems) that you may require to access and use the SaaS Service and the App.

4.3 Uptime and maintenance: We'll try to maximise the uptime or availability of the SaaS Service. However, we cannot guarantee that the SaaS Service will be continuously available. There will be times when we or our subcontractors need to carry out maintenance on the Platform, the App or any Underlying Systems, and this may result in the SaaS Service being temporarily unavailable. Where planned maintenance is being undertaken and we expect this to result in the SaaS Service being unavailable, we'll do our best to give our Business Customers prior notice of this and schedule the maintenance outside the hours of 6:00 am to 7:00 pm (NZT) on Business Days. If the maintenance needs to be undertaken urgently, we may not be able to give prior notice or carry out the maintenance outside of these hours. Any extended periods of downtime will also be communicated to Individual Account Holders via their registered email addresses.

4.4 Changes: We may from time to time make changes to the Platform, the App, the SaaS Service and/or the Underlying Systems, including by implementing new software versions, changing, adding to or removing features, functionality and specifications of the Platform and/or the SaaS Service, and/or adding, removing or changing integrations with any Third Party Products (Changes).

4.5 Material Changes: We will notify our Business Customers prior to implementing any Change that involves any material feature or functionality of the Platform, the App or the SaaS Service, or any material integration with a Third Party Product, being removed or discontinued and not replaced by a substantially equivalent (or better) feature, functionality or integration (a Material Change). We will not be required to notify you of any other Changes. If you're unhappy about a Material Change you may cancel the Agreement or any Equipment Leases under section 11.1(a) or 11.2 (as applicable). If you do this prior to the Material Change taking effect, you will not be required to pay any applicable Equipment-based Fees under section 11.4(d) as a result of your cancellation.

4.6 Suspension of access to SaaS Service: We may suspend:

1. an Individual Account Holder's access to their Individual Account and the SaaS Service if the Individual Account Holder has breached any of these Terms; and
2. a Business Customer's (including any relevant Individual Account Holders') access to its Business Account and the SaaS Service if any Fees are overdue for payment by more than 5 Business Days or the Business Customer has breached any other part of the Agreement.

We will give you at least 5 Business Days' prior notice of any suspension, unless there is an urgent need to suspend access to the Account and SaaS Service to prevent or stop any fraudulent, illegal, dishonest conduct or prevent, stop or mitigate any risk to health and safety and/or the security of the Platform, the App, the Underlying Systems and/or the Customer Data. If the relevant breach or non-payment is remedied before the notice period expires, we will not implement the suspension. If we do implement a suspension, we will lift the suspension as soon as reasonably practicable following the relevant breach or non-payment having been remedied.

4.7 Use of SaaS Service: You must:

1. not use the SaaS Service or the App for any unlawful, fraudulent or dishonest purpose or in any unlawful, fraudulent or dishonest manner;
2. not upload to, store on, or transmit via, the Platform any data, information, photo, picture, video, file or other content or material which is Objectionable;
3. comply with our reasonable instructions from time to time in relation to the use of the SaaS Service;
4. keep your Account password secure and confidential, and advise us immediately if you become aware of any person gaining unauthorised access to your Account;
5. if you are an Individual Account Holder, not allow any other person to access or use the SaaS Service under your Individual Account;
6. not sublicense, assign, transfer, rent, distribute or resell the SaaS Service or any rights to access or use the SaaS Service;
7. not modify or reverse engineer, or attempt to modify or reverse engineer, any part of the Platform, the App or the Underlying Systems;
8. not use or misuse the SaaS Service in way that impairs the performance and/or functionality of the SaaS Service or interferes with any other person's use of the SaaS Service;
9. not do anything to undermine, or attempt to undermine, the security or integrity of the Platform (including any data or information stored in the Platform), the App or any of the Underlying Systems; and
10. not penetrate, hack, obtain unauthorised access to, or attempt to penetrate, hack or obtain unauthorised access to, the Platform (including any data or information stored in the Platform) the App, another person's Account or any of the Underlying Systems.

4.8 Indemnities: Subject to section 4.9:

1. we will indemnify you against all Losses which you may suffer or incur in respect of any third party claim that the Platform, the App or your use of the SaaS Service infringes the third party's Intellectual Property; and
2. you will indemnify us against all Losses which we may suffer or incur in connection with any third party claim that any Customer Data (or our Processing of any Customer Data in accordance with the Agreement) is Objectionable.

4.9 Indemnity exclusions: A party (Party A) will not be required to indemnify the other party (Party B) under section 4.8 if, and to the extent that:

1. Party B makes any admissions in relation to the relevant third party claim (Third Party Claim) without the prior written approval of Party A; and/or
2. the Third Party Claim has arisen, in part or in full, from any breach of the Agreement by Party B.

4.10 Defence and management of claims: In the event of a Third Party Claim for which a party (Indemnifying Party) is required to indemnify the other party (Indemnified Party) under section 4.8, the Indemnified Party must, if required by the Indemnifying Party, give the Indemnifying Party sole control of the defence and settlement of the Third Party Claim including the ability to settle the Third Party Claim on behalf of the Indemnified Party.

5. Support and Other Services

If you need help with the SaaS Service or Equipment, check our support page first. If you still need assistance or want to report an issue, contact us during business hours in New Zealand. We’ll try to sort out your problem ASAP. If you’ve engaged us for additional services, we’ll deliver them on a timely basis, with a reasonable level of skill and care, and using experienced staff.

5.1 Accessing support: If you need some support or help using the SaaS Service, the App or the Equipment, you can refer to the support resources available on our support page. If you still need further support or help, or want to report an Equipment Issue, you can contact us here during the hours of 6am to 7pm (NZT) on Business Days. We'll try to address your issue as soon as reasonably practicable.

5.2 Other Services: If you've engaged us to provide any Services in addition to the SaaS Service, we will:

1. provided those Services in accordance with the applicable timeframes specified in the relevant Order Form or, if no timeframes are specified, within a reasonable period of time;
2. provide those Services using a reasonable level of skill and care; and
3. ensure that our personnel providing those Services are appropriately experienced.

6. Integrations with Third Party Products

If our Platform, our App or SaaS Service integrates with Third-Party Products, you’ll need to handle any licences or subscriptions required for those Third-Party Products. We might receive payments from third-party providers based on your use of their products. We don't guarantee that integrations will be available forever and will try to notify you if they stop being available. We're not responsible for supporting or maintaining Third-Party Products, and they might become temporarily or permanently unavailable. We also aren't liable for any issues related to the functionality, performance, or security of Third-Party Products or the data stored in them.

6.1 Application: Except where we agree otherwise in an Order Form, this section 6 applies where the Platform, the App or the SaaS Service links to or is integrated with any third party product, system, solution, service, software, website, database and/or application, other than the Equipment or any Underlying System (Third Party Product).

6.2 Third Party Product licences etc: You acknowledge that, in order to use a Third Party Product, you may require one or more licences from, or accounts or subscriptions with, the provider of the Third Party Product, and procuring and maintaining such licence(s), account(s) and/or subscription(s) is your responsibility.

6.3 Payments from Third Party Product provider: You acknowledges and agrees that we may receive payments or other consideration from the provider of a Third Party Product which relate to, are based on or arise from your use or consumption of the Third Party Product and/or your purchase of or entry into an agreement for a licence or subscription for the Third Party Product.

6.4 No obligation to maintain integration: You acknowledge and agree that we are not required to continue to make an integration with a Third Party Product available for any particular period of time. We will provide our Business Customers with as much prior notice as is reasonably practicable in the circumstances of an integration ceasing to become available, but we will have no liability or responsibility to you (whether in contract, tort or otherwise) if the Third Party Product or the integration with it ceases to be available to you for any reason.

6.5 Support and maintenance: You acknowledge and agree that we are not responsible for supporting or maintaining any Third Party Product, and a Third Party Product may become unavailable either on a permanent or temporary basis (for example, while maintenance is being undertaken).

6.6 Not responsible for Third Party Product: We will have no liability or responsibility to you (whether in contract, tort or otherwise) in connection with or in relation to:

1. a Third Party Product including its functionality, operation, performance or availability; and/or
2. the security, use and/or disclosure of Customer Data stored in a Third Party Product or otherwise held by the provider of a Third Party Product.

7. Fees

We’ll invoice you monthly unless otherwise specified. You’ve got 30 days to pay, and you can pay via bank transfer, credit card, or direct debit, though credit card payments will include a 2% processing fee. Late payments incur daily interest at 12% per annum, compounded monthly. Fees don’t include any applicable Service Tax, which you’ll need to pay as well. Equipment-based fees are fixed for the initial lease term, but we can adjust them after that with 20 business days' notice. Other fees can be adjusted with 40 business days' notice. If you’re unhappy with any adjustments, you can cancel before they take effect.

7.1 Invoicing: We (or our Authorised Reseller on our behalf) will invoice you the Fees at the times and in the manner specified in the relevant Order Form or, to the extent not so specified, on a monthly basis in arrears. Any Fees charged on a monthly basis will be pro rated for any applicable part months.

7.2 Payments: You must pay each invoice received within 30 days of the date of the invoice. Payments may be made by bank transfer, credit card or direct debit. Any credit card payments will incur a fee which is passed on to our payment processor. The credit card processing fee will be 2% or such other amount as may be stated on the invoice. Where an invoice directs that payment be made to our Authorised Reseller, payment to that Authorised Reseller will satisfy your obligation to make the payment.

7.3 Late payment interest: If you fail to pay any amount when due, the overdue amount will incur interest from the date on which payment of that amount falls overdue until the date on which payment of the overdue amount is made in full. Interest will accrue and be calculated on a daily basis (after as well as before judgment) at 12% per annum and will be compounded monthly.

7.4 Service Tax: Unless otherwise expressly stated in the relevant Order Form or our website, all Fees are stated exclusive of any applicable Service Tax. If any Service Tax is payable in relation to any supply by us under the Agreement, you must pay that Service Tax (in addition to the relevant Fees) by the due date for payment under section 7.2.

7.5 Adjustments to Fees:

1. Any Equipment-based Fees will be fixed for the Minimum Lease Term for the relevant Equipment. After that Minimum Lease Term we can adjust the Equipment-based Fees at any time with effect from the first day of a month by giving you at least 20 Business Days' prior notice. If you're unhappy about the adjustment to the Equipment-based Fees, you can decide not to renew the relevant Equipment Lease(s) by following the process in section 3.4.
2. We may adjust all or any of the other Fees (not being Equipment-based Fees) at any time by giving you at least 40 Business Days' prior notice. If you're unhappy about the adjustment to the other Fees you may cancel the Agreement or any Equipment Leases under section 11.1(a). If you do this prior to the adjustment taking effect, you will not be required to pay any applicable Equipment-based Fees under section 11.4(d) as a result of your cancellation.

8. Intellectual Property

Each party keeps ownership of any IP they had before the Agreement and anything they create independently of it. We own all IP related to the Platform, the App, SaaS Service, Underlying Systems, and Equipment, while you own the IP in your Customer Data. Any new IP created through our Services belongs to us. You give us and our subcontractors a licence to use your IP as needed to provide our Services.

8.1 Existing and background IP: Each party will retain ownership of all Intellectual Property which:

1. was in existence and owned by that party as at the Agreement Date; and
2. that party acquired or created independently of the Agreement.

8.2 IP related to specific items: Subject to section 8.1, the parties agree that, as between them, all Intellectual Property (including newly created Intellectual Property) in or relating to:

1. the Platform, the App, the SaaS Service, the Underlying Systems and the Equipment is, and will be, owned by us and/or our third party licensors;
2. the Customer Data is, and will be, owned by you and/or your third party licensors; and
3. the Anonymised Statistical Data is, and will be, owned by us.

8.3 Other new IP: Subject to sections 8.1 and 8.2, all new Intellectual Property created or developed by a party under or in connection with the Agreement or the performance of the Services will vest in, and be owned by, us.

8.4 Ideas, suggestions and feedback: Without limiting or affecting sections 8.1 to 8.3, we and our Affiliates and subcontractors may use, incorporate, develop and exploit any ideas, suggestions and feedback provided by you in relation to the Platform, the App, the Services, the Underlying Systems and the Equipment without restriction or charge, so long as this does not involve the disclosure of any of your Confidential Information to third parties. Any new Intellectual Property created or developed from such use, incorporation, development or exploitation will vest in and be owned by us.

8.5 Licence to provide Services: You grant us and our Affiliates and subcontractors a non-exclusive, non-transferable, royalty-free, licence to use, copy and modify your Intellectual Property (including all works, documents, data and materials which incorporate your Intellectual Property) as necessary to provide the Services and perform our obligations under the Agreement.

9. Confidentiality and Data

We both need to keep each other's confidential info secret and not use it for our own purposes. We can use your data to provide and improve our services, verify compliance, and create anonymised reports. When you share personal information, you must comply with Privacy Laws and get consent from individuals if you need to. We’ll protect your data with security measures, notify you of any data breaches within 72 hours, and comply with Privacy Laws when handling personal info. If any data you provide is objectionable, we may delete it.

9.1 Confidentiality: Subject to sections 9.2 and 9.3, each party must keep confidential, and not disclose to any third party or use for its own business purposes, the other party's Confidential Information.

9.2 Permitted disclosure and use: A party may:

1. disclose or use the other party's Confidential Information with the prior written consent of the other party;
2. disclose the other party's Confidential Information to the extent required by law or the listing rules of any applicable stock exchange on which the shares or securities of that party or one of its Affiliates are listed;
3. disclose and use the other party's Confidential Information as reasonably required in order to give effect to the Agreement or to exercise any rights or perform any obligations under the Agreement;
4. disclose the other party's Confidential Information to its Affiliates, professional advisers, financiers, insurers and auditors, provided that that party must ensure that they maintain the Confidential Information as confidential in a manner consistent with this section 9; and
5. disclose the other party's Confidential Information to a potential purchaser of or investor in that party, provided that that party first ensures that the purchaser or investor enters into an agreement or provides an undertaking to maintain the Confidential Information as confidential and to only use it for the purposes of undertaking due diligence in relation to that party.

9.3 Additional rights to process data and information: We may also Process:

1. the Customer Data as reasonably required in order to:
   1. provide the Services; and
   2. maintain, improve and develop the Platform, the App, the SaaS Service, the Underlying Systems and the other Services; and
2. data and information relating to the location and use of the Equipment we lease to you in order to verify your compliance with, and exercise or enforce any of our rights under, section 3 and otherwise to protect our rights and interests in and to the Equipment;
3. the Customer Data and any other data or information relating to or derived from your and/or your staff and contractors' use of the Platform, the App, the SaaS Service and/or the Equipment in order to produce aggregated and anonymised analytics, data sets and reports which do not identify you or any other person, business or organisation (Anonymised Statistical Data). We may Process, publish, distribute, license, sell and commercialise the Anonymised Statistical Data without restriction; and
4. any Personal Information forming part of the Customer Data or which you provide or share with us in connection with the Agreement in accordance with our Privacy Policy.

9.4 Privacy consents: Where the Customer Data includes any Personal Information or you provide or share any Personal Information with us in connection with the Agreement, you warrant that we and our Affiliates and subcontractors are permitted under applicable Privacy Laws to Process the Personal Information in accordance with the Agreement our Privacy Policy and, where the consent of the applicable PI Subjects is required for such Processing, you have obtained all required consents from the PI Subjects.

9.5 Additional data protection obligations: We will:

1. implement and maintain reasonable security safeguards, measures and practices to preserve the security of the Customer Data, and to protect it from loss, unauthorised or accidental access, disclosure, alteration, destruction, other misuse and actions which prevent us from accessing your information on a temporary or permanent basis (a Data Breach);
2. notify you within 72 hours if we become aware of a Data Breach and provide you with relevant information we hold and cooperate with you to enable you to meet your obligations under applicable Privacy Laws; and
3. when Processing any Personal Information for you, relating to you, or received from you, comply with the applicable Privacy Laws.

9.6 Deletion of objectionable data: If we reasonably consider any Customer Data to be Objectionable, we may delete or remove that Customer Data from the Platform, the App and any Underlying Systems. Where practicable, we will advise you and give you an opportunity to make your own copy of the Customer Data before deleting or removing it.

10. Liability and Disclaimers

This section spells out certain types of Losses each party wont' be liable for, and when a party is liable, the maximum cap on that liability. Your statutory rights under New Zealand and Australian consumer protection laws remain intact. No extra warranties are provided, and there’s no guarantee of flawless equipment or service availability, so have a backup plan for important communications to your staff and contractors.

10.1 Liability excluded: To the maximum extent permitted by law and subject to sections 10.3 and 10.4, neither party (First Party) will be liable to the other party (Second Party) under or in connection with the Agreement (whether in contract, tort or otherwise) for:

1. any Indirect Loss, or any loss of profit or revenue, suffered or incurred by the Second Party; or
2. Loss suffered or incurred by the Second Party, to the extent to which this results from any act or omission by the Second Party.

10.2 Liability limited: To the maximum extent permitted by law and subject to sections 10.3 and 10.4, the total liability of a party under or in connection with the Agreement (whether in contract, tort or otherwise) in respect of all breaches and events occurring during any Agreement Year will be limited to the greater of:

1. NZ$100; and
2. an amount equal to the total Fees paid and payable in relation to Equipment leased and Services provided to you during that Agreement Year.

10.3 Liability not excluded or limited: The exclusions and limitations of liability in sections 10.1(a) and 10.2 will not apply to any liability:

1. in relation to Fees payable under the Agreement (including liability for Losses relating to Fees that would have been payable but for a cancellation of the Agreement or any leases for Equipment);
2. in relation to any breach of section 3.13, 3.14, 4.7 or 9.1; or
3. under an indemnity in section 3.12(d) or 4.8.

10.4 Preservation of statutory rights: Nothing in the Agreement will or is intended to:

1. (if you reside in New Zealand) exclude, contract out of, limit or restrict any right or remedy you may have under the Fair Trading Act 1986, under the Consumer Guarantees Act 1993, or under Subpart 3 (Contractual Remedies) of Part 2 of the Contract and Commercial Law Act 2017 in relation to misrepresentations which induced your entry into the Agreement. For further information visit comcom.govt.nz and consumerprotection.govt.nz;
2. (if you reside in Australia) exclude, restrict or modify the application of all or any of the applicable provisions of Schedule 2 of the Competition and Consumer Act 2010 (Cth) (Australian Consumer Law), provided that, if we are liable to you in relation to a failure to comply with a guarantee that applies under the Australian Consumer Law that cannot be excluded, our total liability to you for that failure is limited to the resupply of the applicable Equipment or Services or the payment of the cost of resupply of the affected Equipment or Services; or
3. exclude, contract out of, limit or restrict any other right or remedy which cannot be lawfully excluded, contracted out of, limited or restricted under applicable law.

10.5 Force Majeure: If and to the extent to which a party is unable to carry out any of its obligations under the Agreement because of any event or circumstance which is, in relation to that party (Non Performing Party), a Force Majeure, the Non Performing Party will have no liability to the other party in respect of the non-performance by the Non Performing Party of such obligations and will be excused from performing those obligations for so long as the Non Performing Party is prevented from doing so by the Force Majeure.

10.6 General disclaimer: Subject to section 10.4, all warranties, representations and guarantees (whether statutory, implied or otherwise) relating to the Equipment, the Services, the Platform, the App and/or the Underlying Systems, other than those expressly set out in the Agreement, are excluded.

10.7 Disclaimer in relation to outages, faults etc: Without limiting section 10.6, we cannot and do not guarantee, promise or warrant that the Equipment will always be free of Equipment Issues or that the Platform, the App and/or SaaS Service will be always be available or operating without issues. For this reason you should ensure that you always have an alternative or backup means of communicating important information (including information relating to health and safety hazards) to your staff and subcontractors. We do not accept or assume any responsibility or liability for your own compliance or non-compliance with any applicable health and safety laws or regulations.

11. Cancellation

If you're a Business Customer, you can cancel by giving 10 Business Days' notice, but might owe Fees if you cancel early. You can also cancel immediately if we materially breach the Agreement or become insolvent. Individual Account Holders can cancel anytime via the Platform. Our rights to cancel differ depending on whether you're a Business Customer or Individual Account Holder. If you're a Business Customer we can cancel by giving notice after any applicable Minimum Lease Term, or otherwise if you materially breach the Agreement or become insolvent. The section also spells out the arrangements to apply following cancellation, such as how we will handle each other's confidential info and data.

11.1 Cancellation by Business Customer: If you're a Business Customer, you may cancel your Agreement or one or more Equipment Leases:

1. without cause and with effect from the end of any month by providing us at least 10 Business Days' prior notice. However, if you cancel during an applicable Minimum Lease Term, you may be required to pay the Equipment-based Fees for the balance of the Minimum Lease Term under section 11.4(d); or
2. at any time and with immediate effect by notice to us if:
   1. we have committed a material breach of the Agreement which is not reasonably capable of being remedied;
   2. we have committed a material breach of the Agreement and have failed to remedy that breach within 10 Business Days of our receipt of a notice from you requiring us to do so; or
   3. we have become and remain subject to an Insolvency Event.

11.2 Cancellation by Individual Account Holder: If you're an Individual Account Holder, you may cancel your Agreement at any time by closing your Account via the My Account section on the Platform.

11.3 Cancellation by us: If you're:

1. a Business Customer, we may cancel your Agreement or one or more Equipment Leases:
   1. without cause and with effect from the end of any month by providing you at least 10 Business Days' prior notice. However, we will not cancel the Agreement or any Equipment Leases under this section 11.3(a)(i) during any applicable Minimum Lease Term; or
   2. at any time and with immediate effect by notice to you if:
      1. you have committed a material breach of the Agreement which is not reasonably capable of being remedied;
      2. you have committed a material breach of the Agreement and have failed to remedy that breach within 10 Business Days of your receipt of a notice from us requiring you to do so; or
      3. you have become and remain subject to an Insolvency Event; or
2. an Individual Account Holder, we may cancel your Agreement at any time and with immediate effect by notice to you if:
   1. you have committed a breach of the Agreement;
   2. you have become and remain subject to an Insolvency Event;
   3. your Individual Account is no longer linked to or included under an active Business Account;
   4. you have not used your Individual Account for at least 90 days; or
   5. we intend to shut down or permanently suspend the operation of the Platform, the App or the SaaS Service.

11.4 Consequences of cancellation: On cancellation of:

1. any Equipment Lease, the relevant Equipment must be returned in accordance with section 3.19 and once that is done the associated Equipment-based Fees will cease, but the Agreement (including all other Equipment Leases which haven't been cancelled) will otherwise remain in full effect;
2. the Agreement, the cancellation will include a cancellation of all Equipment Leases and all relevant Equipment must be returned in accordance with section 3.19;
3. the Agreement or any Equipment Lease, you must continue to pay in accordance with section 7 all Fees outstanding, payable or due for payment as at the date of cancellation and/or for periods up to the date of cancellation;
4. the Agreement or any Equipment Lease under section 3.12(b), 11.1(a) or 11.3(a)(ii), if the cancellation takes effect prior to the end of any applicable Minimum Lease Term then unless an exception applies under section 4.5, 7.5(b) or 13.1, you must pay us the Equipment-based Fees for the relevant Equipment which were due to be paid over the balance of the Minimum Lease Term;
5. the Agreement or any Equipment Lease by you under section 11.1(b), we will pay you a pro rata refund for any Fees previously paid in advance, to the extent that those Fees relate to a period ending after the effective date of the cancellation and (in the case of a cancellation of certain Equipment Leases only) do not relate to Equipment or Services which are still to be leased or provided to you following the cancellation;
6. the Agreement, we may terminate your access to the SaaS Service;
7. the Agreement or any Equipment Lease, the cancellation will be without prejudice to either party's rights and remedies in respect of any breach of the Agreement by the other party, where the breach occurred before the cancellation;
8. the Agreement, you may, within 30 Business Days following the date of cancellation, request a copy of your Customer Data, which we will provide or make available in the format and by the means as agreed by the parties or, in the absence of such agreement, as determined by us. After that we may delete some or all of your Customer Data;
9. the Agreement, each party (First Party) will, if and to the extent requested to by the other party (Second Party), delete all copies of the Second Party's Confidential Information which are then in its possession or under its control, other than any Confidential Information:
   1. which is stored under another person's Account;
   2. for which is not reasonably practicable from a technical perspective for the First Party to delete; and/or
   3. which the First Party is required by law to retain; and
10. the Agreement, sections 3.9, 3.12(d), 3.18, 3.19, 4.8 to 4.10, 6.6, 7, 8, 9, 10, 11.4 and 15, together with those other provisions of the Agreement which are incidental to, and required in order to give effect to those sections, will remain in full force and effect.

12. Subcontracting and Assignment

We can hire subcontractors to help with our Services, but we'll still be responsible for their actions. Either of us can transfer our rights and obligations under the Agreement to an Affiliate or a buyer of our business. Otherwise, transferring any part of the Agreement requires the other party's consent.

12.1 Subcontracting: We may appoint subcontractors to perform any of the Services or our obligations under the Agreement. We will remain primarily responsible and liable to you for the acts and omissions of our subcontractors when they are providing services under or related to the Agreement.

12.2 Permitted assignments: A party (Assignor) may assign or novate some or all of its rights and/or obligations under the Agreement to any third party (Assignee) which:

1. is an Affiliate of the Assignor; and/or
2. acquires all or any material part of the Assignor's business.

If we are the Assignor and a Business Customer requests us to, we will deliver to the Business Customer a deed, duly executed by the Assignee, pursuant to which the Assignee covenants in favour of the Business Customer to perform the obligations of the Assignor under the Agreement. If a Business Customer is the Assignor and we request that Business Customer to, the Business Customer will deliver to us a deed, duly executed by the Assignee, pursuant to which the Assignee covenants in our favour to perform the obligations of the Assignor under the Agreement.

12.3 Other assignments: Except as provided in section 12.2, neither party may assign, novate or transfer any right or obligation under the Agreement without the prior written consent of the other party.

13. Amendments

We can change these Terms on 40 Business Days' notice. If you don't like the change, you can cancel the Agreement or Equipment Leases, and if the change would have been materially detrimental to you, you won't have to pay certain early cancellation fees. Any other changes to the Agreement need to be in writing and signed by both parties to be valid.

13.1 Changes to Terms: We may change or update these Terms from time to time by notifying you at least 40 Business Days' prior to the changes or updates coming into effect. If you're unhappy with the change or update you may cancel the Agreement or any Equipment Leases under section 11.1(a) or 11.2 (as applicable). If you do this prior to the change or update taking effect and the change or update would have been detrimental to you in any material respect, you will not be required to pay any applicable Equipment-based Fees under section 11.4(d) as a result of your cancellation.

13.2 Other amendments: Except as provided in section 13.1, no amendment to the Agreement will be effective unless in writing and signed by each party.

14. Contracting Company, Governing Law and Jurisdiction

The section tells you which Notiform company you're contracting with, which laws apply, and which courts can handle disputes based on where you are.

14.1 Prescribed information: The table appearing at the end of this section 14 prescribes, based on your location as recorded in your Account:

1. the Notiform group company who your Agreement is with (Notiform Contracting Entity):
2. the laws which will govern the Agreement and its construction (Governing Laws); and
3. the courts which will have jurisdiction to adjudicate any dispute arising under or in connection with the Agreement (Governing Courts).

14.2 Governing law and jurisdiction: The Agreement will be governed by and construed in accordance with the applicable Governing Laws, and the applicable Governing Courts will have non-exclusive jurisdiction to adjudicate any dispute under or in connection with the Agreement.

15. General

This section covers some general points, sometimes called "boilerplate". They're still an important part of the Agreement though, so make sure you read them.

15.1 Relationship: Nothing in the Agreement will be deemed to constitute a partnership between the parties or constitute either party the agent of the other party for any purpose.

15.2 Costs: Except as expressly provided otherwise in the Agreement, each party will pay its own costs, charges and expenses incurred by that party in connection with negotiating, preparing and implementing the Agreement and the transactions contemplated by it.

15.3 Invalidity: If any provision of the Agreement, or any part of a provision of the Agreement, is found to be illegal, invalid or unenforceable, the remaining provisions, or the remainder of the provision concerned, shall continue in effect.

15.4 Waivers: Any waiver of any term of the Agreement shall not be binding unless set out in writing and signed on behalf of the party granting the waiver. A failure or delay in enforcing compliance with any term of the Agreement shall not be a waiver of that or any other term of the Agreement.

15.5 Notices: Every notice given or required to be given by a party under the Agreement (Notice) must, in order to be effective, be given in writing (including by email). Any Notice delivered or sent after 5:00 pm on a Business Day or on a non-Business Day will be deemed to have been delivered or sent at 9:00 am on the next Business Day (in each case, at the local time of the intended recipient).

15.6 Signing: Where an Order Form includes provisions for the signature of the parties:

1. the Order Form may be signed in any number of counterparts and all the counterparts when taken together will constitute one document;
2. the Order Form may be entered into by an exchange of electronic copies;
3. a party may sign the Order Form by way of an electronic signature.

15.7 Further assurances: Each party shall execute such further documents and perform and do such further acts as may be reasonably required in order to give effect to the provisions and intent of the Agreement.

15.8 Cumulative remedies: The rights, powers and remedies provided in the Agreement are cumulative and are in addition to any rights, powers or remedies provided by law.