Terms & Conditions

1. Introduction and acceptance

1. 1.These Terms and Conditions (“Terms”) govern access to and use of the Service by the Customer and its Authorised Users.
2. 2.By executing an Order Form, creating a subscription, or accessing or using the Service, the Customer agrees to be bound by these Terms. Where an individual accepts these Terms on behalf of an organisation, that individual represents and warrants that they have authority to bind that organisation.
3. 3.The Customer acknowledges that it is acquiring the Service for the purposes of a business, in trade.
4. 4.These Terms apply together with any Order Form. If there is any inconsistency, the Order Form prevails to the extent of the inconsistency.
5. 5.Use of the Service is also subject to our Privacy Policy and Security Policy, which are incorporated into these Terms by reference.

2. Definitions

3. Contracting entities

The Service is made available by one of the following entities:

• Teammate App Limited, a company incorporated in New Zealand (NZBN 9429050771240), of Level 4, 110 Symonds Street, Grafton, Auckland, New Zealand; or
• Teammate App FZ-LLC, a free zone limited liability company incorporated in the United Arab Emirates, of Building 5, Dubai Media City, Dubai, United Arab Emirates.

The contracting entity for each Customer, together with the billing currency and applicable taxes, is specified in the Order Form. Unless the Order Form states otherwise: Customers based in New Zealand, Australia or the Pacific contract with Teammate App Limited, with fees stated in New Zealand Dollars plus GST where applicable; Customers based elsewhere contract with Teammate App FZ-LLC, with fees stated in United States Dollars.

References in these Terms to the “Supplier” are to the applicable contracting entity only. Neither entity is responsible for the obligations of the other.

4. The Service and licence

1. 1.Subject to these Terms and payment of the applicable fees, the Supplier grants the Customer a non-exclusive, non-transferable licence, for the Subscription Period, for its Authorised Users to access and use the Service for the Customer’s internal business purposes.
2. 2.The Service is a compliance management tool. It supports the Customer’s management of its health and safety, environmental, quality, information security and related obligations, but it does not constitute legal, safety or other professional advice, and it does not transfer to the Supplier any of the Customer’s legal duties or responsibilities. Decisions made using the Service, and compliance with the Customer’s legal obligations, remain the Customer’s responsibility.
3. 3.The Supplier may enhance, update and modify the Service from time to time, and will not materially degrade the core functionality of the Service during a paid Subscription Period.

5. Subscriptions, term and renewal

1. 1.Subscription plans, user limits and Subscription Periods are as set out in the supplied proposal.
2. 2.Each Subscription automatically renews for successive Subscription Periods of the same length unless either party gives written notice of non-renewal at least 30 days before the renewal date.
3. 3.The Customer may cancel renewal through its account settings or by written notice. On cancellation, the Customer retains access until the end of the current paid Subscription Period. Fees already paid for the current period are non-refundable, except where required by law or expressly agreed in the Order Form.

6. Fees, billing and payment

1. 1.Subscription fees are as set out in the Order Form and are billed in advance for each Subscription Period.
2. 2.Unless the Order Form states otherwise, invoices are payable by the 20th of the month following the date of the Supplier’s invoice.
3. 3.The Customer will provide accurate and complete billing information and keep it current.
4. 4.The Supplier may change Subscription fees only with effect from the start of the Customer’s next Subscription Period, and only by giving at least 30 days’ written notice before the renewal date. If the Customer does not accept the change, it may elect not to renew under clause 5.2.
5. 5.All fees are exclusive of taxes and duties. GST will be added to invoices issued by Teammate App Limited where applicable. Where law requires the Customer to deduct or withhold tax, the Customer will gross up the payment so the Supplier receives the full invoiced amount.
6. 6.If any amount remains overdue for 10 business days after written notice, the Supplier may suspend access until payment is made. Suspension does not relieve the Customer of its obligation to pay.

7. Customer Data

1. 1.The Customer owns all Customer Data. Nothing in these Terms transfers ownership of any Customer Data to the Supplier.
2. 2.The Customer grants the Supplier a limited, non-exclusive, royalty-free licence to host, copy, process, transmit, back up and display Customer Data solely as necessary to provide, support, secure and improve the Service for the Customer, to comply with law, and as otherwise instructed by the Customer.
3. 3.The Supplier will not disclose Customer Data except: to sub-processors engaged under clause 9; where required by law; or with the Customer’s consent.
4. 4.The Supplier may use data that has been aggregated and de-identified — so that it does not identify the Customer, any Authorised User or any individual — to operate and improve the Service, develop new features and produce industry benchmarking insights.
5. 5.The Customer is responsible for the legality, accuracy and quality of Customer Data, for its rights to upload it, and for obtaining any consents required in relation to personal information contained in it, including information about its workers.
6. 6.The Supplier performs routine backups in accordance with its certified information security management system and will use reasonable efforts to restore Customer Data from the most recent backup in the event of loss or corruption. The Customer may export its Customer Data at any time during the Subscription, and remains responsible for any statutory record-retention obligations that apply to its business.
7. 7.On expiry or termination, the Supplier will, on request made within 30 days, make Customer Data available for export in a commonly used format. After that period, the Supplier will delete or de-identify Customer Data within 90 days, except to the extent retention is required by law and subject to residual copies in backups, which are deleted on the Supplier’s rolling backup cycle.

8. Privacy and security

1. 1.Each party will comply with the privacy and data-protection laws that apply to it, including, in New Zealand, the Privacy Act 2020.
2. 2.The Supplier collects, uses and discloses personal information as described in its Privacy Policy.
3. 3.The Supplier maintains an information security management system certified to ISO/IEC 27001, and appropriate technical and organisational measures to protect Customer Data against unauthorised access, loss and misuse, as further described in its Security Policy.
4. 4.If the Supplier confirms a security incident involving unauthorised access to, or loss of, Customer Data, it will notify the affected Customer without undue delay and in any case within 72 hours of confirmation, and will provide the information reasonably available to it about the nature of the incident and the remediation steps being taken.
5. 5.Customer Data is hosted in Australia (AWS Sydney region). The Supplier will give reasonable prior notice of any material change to the hosting region.
6. 6.The Supplier may engage sub-processors (including hosting and infrastructure providers), provided each is bound by obligations no less protective of Customer Data than these Terms. A current list of material sub-processors is available on request, and the Supplier will give notice of material changes to that list.

9. Acceptable use

The Customer must not, and must ensure its Authorised Users do not:

• upload or transmit content that is unlawful, or that infringes the rights of any person, including intellectual property and privacy rights;
• upload or transmit viruses, malware or any code designed to disrupt, damage or gain unauthorised access to any system or data;
• interfere with or disrupt the integrity, security or performance of the Service, or attempt to gain unauthorised access to it;
• conduct penetration testing or vulnerability scanning of the Service without the Supplier’s prior written consent;
• resell, sublicense or make the Service available to any third party outside the Customer’s organisation, other than to Authorised Users (including contractor and supplier users) as the Service is designed to permit;
• use the Service to develop a competing product or service; or
• impersonate any person or entity, or misrepresent an affiliation with any person or entity.

The Supplier may remove content or suspend access where reasonably necessary to comply with law, or to protect the Service, the Supplier or other customers, and will give notice where practicable.

10. Accounts and Authorised Users

1. 1.The Customer will ensure account information is accurate and current, that login credentials are kept secure and not shared except as the Customer’s plan permits, and that the Supplier is notified promptly of any suspected unauthorised use of an account.
2. 2.The Customer is responsible for the acts and omissions of its Authorised Users in connection with the Service as if they were the Customer’s own.
3. 3.The Customer’s nominated administrators control the provisioning and removal of Authorised Users, and the Supplier is entitled to act on their instructions.

11. Intellectual property and feedback

1. 1.The Supplier and its licensors retain all intellectual property rights in the Service, including its software, design, templates and documentation. Nothing in these Terms grants the Customer any rights in the Service other than the licence in clause 4.1. For clarity, Customer Data is not part of the Service and remains the Customer’s property under clause 8.
2. 2.If the Customer or an Authorised User provides feedback, suggestions or ideas about the Service, the Supplier may use them without restriction or obligation, and the Customer assigns to the Supplier (or where assignment is ineffective, licenses on a perpetual, irrevocable, royalty-free basis) all rights in that feedback.
3. 3.The Supplier respects intellectual property rights and responds to infringement notices in accordance with the Copyright Act 1994 (NZ) and other applicable law. If you believe content available through the Service infringes your rights, notify us at info@teammateapp.com with: a description of the work; the location of the allegedly infringing material within the Service; your contact details; and a statement made in good faith that the use is not authorised by the rights owner or the law.

12. AI-assisted features

1. 1.The Service may include AI Features. Where practicable, AI-generated output is identified as such within the Service.
2. 2.Output from AI Features is assistive only. It may contain errors or omissions, and it is not legal, safety or other professional advice. The Customer must review AI-generated output before relying on it, particularly where it informs health and safety or other compliance decisions.
3. 3.The Supplier will not use Customer Data to train generalised artificial intelligence models without the Customer’s express opt-in consent. Where third-party AI providers are used to deliver AI Features, they are engaged as sub-processors under clause 9.6.
4. 4.The Supplier may enable, modify or disable particular AI Features by plan or over time.

13. Availability, support and maintenance

1. 1.The Supplier will use commercially reasonable efforts to make the Service available at all times, except during planned maintenance — scheduled outside New Zealand business hours where practicable, with advance notice for material maintenance windows — and unplanned outages beyond the Supplier’s reasonable control.
2. 2.Support is available through the channels and during the hours published on this website or set out in the Order Form. Enhanced or priority support may be available under a separate agreement.
3. 3.The Supplier does not guarantee that the Service will be uninterrupted or error-free, but will investigate and remedy faults with a level of effort proportionate to their severity.

14. Third-party services

The Service may link to, or integrate with, third-party websites and services that the Supplier does not control. The Supplier is not responsible for third-party services, and the Customer’s use of them is governed by the relevant third party’s terms and privacy policy.

15. Warranties and disclaimers

1. 1.The Supplier warrants that the Service will perform materially as described in its published documentation, and that support services will be provided with reasonable care and skill.
2. 2.Except as expressly stated in these Terms, the Service is provided on an “as is” and “as available” basis, and all conditions, warranties and representations implied by law are excluded to the maximum extent permitted.
3. 3.The Customer confirms it is acquiring the Service in trade for business purposes, and agrees that the Consumer Guarantees Act 1993 (NZ) does not apply, and that it is fair and reasonable that the parties contract out of that Act and of sections 9, 12A and 13 of the Fair Trading Act 1986 (NZ), to the maximum extent permitted by law.
4. 4.Nothing in these Terms limits any rights or remedies the Customer may have that cannot be excluded or limited by law.

16. Indemnities

1. 1.The Supplier will defend the Customer against any third-party claim that the Customer’s use of the Service in accordance with these Terms infringes that third party’s intellectual property rights, and will pay any damages finally awarded or agreed in settlement, provided the Customer promptly notifies the Supplier, gives the Supplier control of its defence, and provides reasonable assistance. This indemnity does not apply to claims arising from Customer Data, third-party products, or use of the Service in breach of these Terms. This clause states the Customer’s exclusive remedy for intellectual property infringement by the Service.
2. 2.The Customer will indemnify the Supplier against any third-party claim arising from Customer Data, from breach of clause 10 by the Customer or its Authorised Users, or from the Customer’s use of the Service in violation of law.

17. Limitation of liability

1. 1.Neither party is liable to the other for any indirect or consequential loss, or for loss of profits, revenue, goodwill, data (except as provided in clause 18.4) or anticipated savings, however arising.
2. 2.Subject to clauses 18.3 and 18.4, each party’s total aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence) or otherwise, is limited to the fees paid or payable by the Customer in the 12 months preceding the first event giving rise to the liability, or NZD 1,000 where no fees have been paid.
3. 3.The limitations in clauses 18.1 and 18.2 do not apply to: the Customer’s obligation to pay fees; either party’s breach of confidentiality obligations; the Customer’s indemnity in clause 17.2; or any liability that cannot be excluded or limited by law.
4. 4.The Supplier’s liability for loss of or damage to Customer Data caused by the Supplier’s gross negligence or wilful misconduct is limited to two times the amount in clause 18.2.
5. 5.This clause survives expiry or termination of these Terms.

18. Suspension and termination

1. 1.The Supplier may suspend access, in whole or in part, where reasonably necessary: for non-payment under clause 6.6; to address a genuine security risk; to prevent unlawful use; or to comply with law. Any suspension will be proportionate, with notice given where practicable, and access restored promptly once the issue is resolved.
2. 2.Either party may terminate these Terms and any Subscription immediately by written notice if the other party materially breaches these Terms and fails to remedy the breach within 20 business days of written notice requiring it to do so, or if the other party becomes insolvent, is placed in liquidation or receivership, or ceases to carry on business.
3. 3.Either party may elect not to renew a Subscription under clause 5.2. In addition, the Supplier may retire the Service or a subscription plan by giving at least 90 days’ written notice, in which case it will refund the prepaid fees for the unused portion of the current Subscription Period.
4. 4.On expiry or termination: the Customer’s access ceases at the end of the paid Subscription Period (or immediately, where the Supplier terminates for cause under clause 19.2); Customer Data is handled in accordance with clause 8.7; and any rights and obligations accrued before termination survive.
5. 5.Clauses 8.7, 9, 12, 16, 17, 18, 22 and 23, and any other clause intended to survive, survive termination.

19. Force majeure

Neither party is liable for failure or delay in performing its obligations (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, utility or telecommunications failures, cyber-attacks despite reasonable safeguards, epidemics and government action, provided the affected party takes reasonable steps to mitigate the impact.

20. Changes to these Terms

1. 1.The Supplier may update these Terms from time to time. For material changes, the Supplier will give Customers at least 30 days’ notice by email or in-app notification, and the change will take effect from the start of the Customer’s next Subscription Period, unless an earlier effective date is required by law or the change is necessary to address a security or legal risk.
2. 2.If the Customer does not agree to a change, it may elect not to renew its Subscription. Continued use of the Service after a change takes effect constitutes acceptance of the updated Terms.

21. General

• Entire agreement and precedence. These Terms, together with the Order Form, the Privacy Policy and the Security Policy, form the entire agreement between the parties in relation to the Service. If there is any inconsistency, the order of precedence is: the Order Form; these Terms; then the policies.
• Assignment. The Customer may not assign or transfer its rights without the Supplier’s prior written consent, not to be unreasonably withheld. The Supplier may assign these Terms to an Affiliate or to a successor in connection with a merger, acquisition or sale of business, with notice to the Customer.
• Subcontracting. The Supplier may subcontract the performance of its obligations but remains responsible for them.
• Notices. Notices must be given in writing: to the Supplier at info@teammateapp.com; and to the Customer at the email address of its nominated administrator or billing contact. Notices are deemed received on the business day after sending, absent a delivery failure.
• Publicity. The Supplier may identify the Customer by name and logo as a customer of Teammate in its marketing materials, unless the Customer opts out by written notice.
• Severability. If any provision is held unenforceable or invalid, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions continue in full force.
• Waiver. A failure or delay in exercising a right is not a waiver of that right, and a waiver of one breach is not a waiver of any subsequent breach.
• Relationship. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship between the parties.

22. Governing law and disputes

1. 1.These Terms, and any dispute arising out of or in connection with them or the Service, are governed by the laws of New Zealand, excluding its conflict of law rules.
2. 2.If a dispute arises, the parties will first attempt to resolve it in good faith through discussion between their nominated contacts and, failing resolution within 20 business days, through discussion between senior executives of each party.
3. 3.If the dispute remains unresolved, the parties submit to the exclusive jurisdiction of the courts of New Zealand. Nothing in this clause prevents either party from seeking urgent interim or injunctive relief in any court of competent jurisdiction.

23. Contact