General Terms

Overview

Thank You for choosing Safetrac. We appreciate You selecting our services and look forward to developing a rewarding long-term partnership.

If You first agreed to use Safetrac’s products and services before 1 December 2025, You will have signed a Proposal and Subscription Order, or a Subscription Order alone. If You first agree to use Safetrac’s products and services on or after 1 December 2025, You will sign a Master Subscription Form and one or more Subscription Orders.

By signing a Subscription Order or Master Subscription Form, or by continuing to use Safetrac’s products and services after being notified of these General Terms, You are entering into a binding agreement with Safetrac NZ Limited 9022292 [NZBN: 9429051794941] of Level 1, Shed 22, Prince’s Wharf, 147 Quay Street, Auckland 1010 (referred to as “Safetrac”, “We”, “Us” or “Our”). These documents together form your agreement with Safetrac (the “Agreement”).

The Agreement consists of:

• these General Terms;
• the Master Subscription Form (if any);
• one or more Subscription Orders, including any Special Terms set out in a Subscription Order; and
• any Proposal or addendum that expressly forms part of the Agreement.

The details of Your Subscriptions, and any Special Terms that apply to You, will be set out in Your Subscription Orders. Together, these documents (the Terms) govern the legal relationship between You and Safetrac and set out our mutual rights and obligations.

You are deemed to have agreed to the Terms when You sign a Subscription Order or Master Subscription Form, or when You continue to use the Subscriptions after being notified of an update to these General Terms.

You acknowledge that We are not required to commence providing any Subscriptions or Additional Services until the applicable Subscription Order has been signed, even where You have asked Us to meet a specific delivery date.

These General Terms are current as of 28 November 2025 and replace any previous version of Safetrac general terms that applied to Your Subscriptions.

 

 

General Terms

1. Introduction

1.1. These General Terms set out the legal rights and obligations that apply to Your Safetrac subscription. Subject to the information set out in Your Subscription Order, by signing the Subscription Order You are agreeing to subscribe to utilise Safetrac’s:

1.1.1. online training material (“Content”); and/or

1.1.2. training, compliance and governance platform (the “Platform”);

1.1.3. together with any features, services, accounts, benefits and offers set out and agreed between Us, and You set out in the details of Your Subscription Order/s (“Your Subscriptions”).

You are referred to as “You”, “Your” or the “Customer” in these General Terms.

1.2. Definitions (Users)

For the purposes of these General Terms:

1.2.1. “User” means an individual who is authorised by You to access and use the Platform or Content under Your Subscription, including Your employees, officers, contractors and other personnel, but excluding any third party to whom You provide access for the purpose of commercialising, reselling or providing training services unless expressly permitted in a Subscription Order.

1.2.2. “Administrative User” means a type of Platform User with administrative permissions, including the ability to create or manage User accounts, assign training, run reports or modify settings.

1.2.3. “Reporting User” means a type of Platform User who is authorised to access reporting or analytics functionality but does not have administrative permissions.

1.2.4. These General Terms will apply to Your Subscriptions, so please read them carefully.

1.3. Other Obligations

You acknowledge that other agreements or policies may also apply to Your Subscriptions including:

1.3.1. Any subsequent Subscription Order You may sign to change or modify Your Subscriptions.

1.3.2. Any agreements signed between Us, setting out terms of additional service requests (“Additional Services”) may be set out in a separate document detailing those services (“Work Order”).

1.3.3. Our Privacy Policy, which describes how We collect, hold and use personal information and use cookies. We handle personal data in accordance with Our Privacy Policy. By entering into this Agreement,  You consent to our collection, use, and disclosure of Your Materials (as defined in clause 19.1.2) as described in that policy.

2. Priority of Agreement Documents

2.1. If there is any inconsistency between any Special Terms set out in a Subscription Order and these General Terms, the Special Terms will take priority to the extent of the inconsistency.

3. Updated Terms

3.1. We are always improving our service offering and may amend or add to these General Terms from time to time by posting our updated General Terms to the Safetrac website available at  https://www.safetrac.co.nz/terms-and-conditions/. Where we elect to amend these General Terms, we will provide You with 30 days’ prior written notice of such a change, unless the change is required for safety and security purposes or to comply with applicable law (in which case We will provide notice to You as soon as reasonably practicable).  We will notify You via email to Your nominated address for notifications to be sent.  You may also check the Safetrac website from time to time for any changes.

4. Adverse Changes

4.1. Where We have notified You, or You otherwise become aware of, a change in these General Terms that You reasonably believe adversely affects Your Subscriptions please notify Us of Your concerns by emailing [email protected], within 30 days from the date you receive Our notification. If You do not notify us of Your concerns within 30 days of receiving Our notification, You will be deemed to have agreed to the amended General Terms.

4.2. Within 30 days of receiving Your notification of concerns, We may, at our discretion, notify You that:

4.2.1. We agree to allow You to continue to use some or all the Subscriptions in accordance with the version of these General Terms previously agreed between You and Us for the period set out in that notice; or

4.2.2. We do not agree to You continuing to use the Subscriptions on the previously agreed version of these General Terms, in which case You may terminate Your account with Us and stop using the Subscriptions within 30 days of the date You first notified Us. If You continue to use the Subscriptions You will be deemed to have agreed to the amended Terms.

5. Associated Entities

5.1. We may at Our discretion, elect to provide services through other members of the Safetrac Group. For the purposes of this Agreement, the Safetrac Group means D Coram Holdings Pty Ltd [ACN 629 568 967] and the companies for which it is the ultimate holding company.

5.2. Unless otherwise agreed, Your agreement is with the Safetrac entity indicated on the first page of this Agreement.

6. Subscription Order Licence

6.1. Once You have signed a Subscription Order and paid the applicable fees, We will set You up with access to Your Subscriptions.

7. Subscription Limitations

7.1. The Subscription and features available are limited to the number of Users, Administrative Users and Reporting Users, Platform Level, and/or Content (the “Subscription Details”) set out in the Subscription Order.  You may amend the Subscription Details at any point by signing a new Subscription Order which can either run concurrently to the original subscription or replace the initial Subscription Order.

7.2. Your Subscriptions will commence on the date you sign the Agreement (the “Commencement Date”), unless a different Commencement Date is specified in the applicable Special Terms. The Subscriptions will then continue for the length of subscription period specified in the Subscription Order (the “Fixed Term”).  The Fixed Term together with any Auto Renewal Periods is the “Term” of Your Subscription.

7.2.1. At the end of the Fixed Term, You may sign a new Subscription Order setting out a new Fixed Term and the applicable pricing for that new Fixed Term.  We are under no obligation to offer the same pricing or discounts for any new Fixed Term.

7.2.2. If a new Subscription Order is not signed before the end of the Fixed Term, the Subscription will automatically renew for successive 12-month periods (each an “Auto Renewal Period”) at the then-current pricing applicable to a 12-month subscription, unless cancelled in accordance with clause 7.3.

7.3. If You do not want Your Subscription to automatically renew, You can cancel Your Subscription/s by providing written notice to Us in accordance with clause 22 or by completing the form available at https://www.safetrac.com.au/noticeofcancellation  no less than 60 days prior to the end of the Fixed Term or the then current Auto Renewal Period (as applicable) (the “Cut Off Date”). If You do not cancel Your Subscription prior to the Cut Off Date, Your Subscription will automatically renew for the next Auto Renewal Period and You must pay the fees applicable for that further period.

7.4. Platform Subscriptions are not transferrable between Users. If a User ceases to require access to the Platform, You must deactivate their profile and may set up a new User – up to the total number of Users provided for within the Subscription Order/s – without additional cost.

7.5. For Content Subscriptions, subject to the payment of the fees set out in the Subscription Order, We will deliver You the Content (set out in the Subscription Order) and grant You a non-exclusive, non-transferable, revocable licence to use and permit Users to access and use the Content, within Your Learning Management System (“LMS”).

7.5.1.  We may, at Our sole discretion, provide You with access to the Content by any of the following methods:

7.5.1.1. supplying the Content as a SCORM-compliant file for upload into Your nominated LMS;

7.5.1.2. providing access via a thin package link or other equivalent hosted delivery method (further details at www.safetrac.com.au/thinpackagedelivery); or

7.5.1.3. granting the Client access to the Content through the Platform.

7.5.2. We may also provide the Content via any other delivery method reasonably determined by Safetrac and agreed with You.

7.6. If You exceed the User numbers set out in Your Subscription Order under clause 7.1 (“Additional Users”), You must pay additional User Fees for each Additional User (“Overuse Fees”), Administration User and Reporting User.

7.7. We may monitor and track Your Additional Users of the Platform and Content through technical means available to Us. If you are using the Platform we will also monitor the number of Reporting Users and Administrative Users

7.8.  If You access the Content through the delivery method set out in clause 7.5.1, You must:

7.8.1. keep accurate and complete records and accounts regarding the use and User access to our Content at all times; and

7.8.2. upon no less than seven 7 days’ written notice, and no more than once per calendar year, We may request You to provide Us a full audit report of Your training records from Your LMS in relation to the use of our Content.

7.9. If Our tracking or Your audit reveals Additional Users, we will notify You of the applicable Overuse Fees, determined by calculating the number of Additional Users by the applicable excess User, Administration User or Reporting User Fee (“Excess User Fee”) set out in Your Subscription Order.  These Excess User Fees may be invoiced by alongside Your annual Subscription invoice.

7.10. The Subscription Fee is fixed for the first subscription year of the Fixed Term. Thereafter, for the remainder of the Fixed Term each subscription year will increase the Subscription Fees no more than the All Groups Consumer Price Index  (“CPI”) for New Zealand as published by Stats NZ for the preceding financial year. Once the Fixed Term has expired, unless you agree to a new Fixed Term, the Subscription Fee for the Auto Renewal Period will be charged at the rate of the then current fees applicable for a new 1-year term. If You do not enter into a new Subscription Order for a new Fixed Term prior to the end of the Fixed Term, the pricing applicable to any Auto Renewal Period will be Safetrac’s then-current standard pricing for a 12-month subscription, as published or notified by Us, and may differ from the pricing applicable during the Fixed Term.

8. Additional Services

8.1. During the course of Your Subscription, We may offer certain Additional Services related to the Platform or Content such as implementation services, enrolment services, customisation services, technical development services, administration, advisory services, development of custom content or surveys.

8.2. If You require Us to perform Additional Services not set out in the Subscription Order, we may charge You an hourly rate set out in Your Subscription Order for the time it takes us to perform those Services.

8.3. If these Additional Services exceed one 1 hour, we may agree to detail the Services in a Work Order, or other written communication agreed between Us. Additional fees (“Service Fees”) and terms in addition to these General Terms may apply to our Additional Services.

8.4. We will use reasonable efforts to meet any specific time schedules mutually agreed by the parties in writing for any Additional Services.

8.5. We will ensure that You do not incur Additional Services Fees without Your prior written approval (which may be given by email).

9. Our Obligations

9.1. In providing the Subscriptions and Additional Services, We warrant that:

9.1.1.  We are duly incorporated and validly existing under the laws of its place of incorporation;

9.1.2.  We possess the corporate power and authority to own its property and to carry on its business as it is now being conducted;

9.1.3.  We have the full right, power and authority to enter into and perform its obligations under this Agreement;

9.1.4. this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms.

9.2. Subject to clauses 11 and 12, We will:

9.2.1. act with a commercially reasonable degree of care and skill and in line with the Safetrac Charter www.safetrac.co.nz/charter;

9.2.2. make reasonable commercial efforts to ensure that the Content of any of Your Subscriptions is accurate and compliant with the law;

9.2.3. when We become aware of any legislative update that impacts the Content, inform You of such changes, within a reasonable time, and make appropriate modifications to the Content;

9.2.4. where You have requested customisations to the Content and depending on those customisations, to advise You of the changes and consult with You as to whether You want Us to update Your customised Content noting that we are not obliged to automatically update the Content in such circumstances;

9.2.5. not negligently or knowingly introduce, or permit the introduction of, a harmful code into Your IT infrastructure;

9.2.6. to the extent we are required to comply with any applicable laws in New Zealand, including

9.2.6.1. any laws relating to modern slavery or exploitation, human trafficking and worker welfare that apply to Our operations in New Zealand; and

9.2.6.2. the Privacy Act 2020 (NZ) and the Information Privacy Principles (IPPs);

9.2.7. use reasonable endeavours to identify, assess and mitigate modern slavery risks in Our operations and supply chain that relate to the Services, including by flowing down obligations on terms no less protective than this clause to material subcontractors engaged to provide the Services;

9.2.8. promptly notify You if We become aware of any actual or reasonably suspected instance of modern slavery in Our operations or supply chain that relates to the Services, and provide reasonable information about the nature of the issue and steps We are taking to investigate and address it, subject to applicable law, confidentiality, security requirements and legal professional privilege;

10. Content Updates

10.1. You agree that:

10.1.1. all Content is prepared in line with the legislation in force at the time the Content was prepared, and having regard to any other considerations that We, in Our sole discretion, determine is relevant for the Content; and

10.1.2. We may, in Our sole and absolute discretion, change, update or otherwise amend and/or issue new versions of the Content at any time without notice to You.  Updates may be automatically applied to Content if it is delivered via the Platform or via a thin package link (or other equivalent hosted delivery method), unless otherwise agreed in a Subscription Order; and

10.1.3. If You require any Content amendments or customisations (“Customised Content”), You must advise Us in writing so that We can make those modifications to Your Subscription. We are not liable or responsible for maintaining or updating any Customised Content, or any material modified under this clause; and

10.1.4. the Content and any guidance or advice provided by Us, is for instructional purposes only and does not constitute legal advice, nor is it a substitute for You obtaining Your own legal advice to ensure the Content is applicable to Your business circumstances.

11. Disclaimers

11.1. Where you have subscribed to access the Platform, you acknowledge and agree that We provide You access to The Platform on an “as is, as available” basis. To the maximum extent permitted by law, We disclaim any and all express or implied warranties, guarantees or representations including, but not limited to, merchantability and reliability, or that the Platform will be uninterrupted or error free. We make no guarantees or warranties about the fitness of the Platform, Content, Services, or features meeting Your requirements and or purpose. We do not warrant that features will be developed in the future.

11.2. Some parts of the Subscriptions, Platform or Content may include general summaries of the law, or tools to assist Your compliance with the law which may not deal with, or be applicable to, Your circumstances. We use reasonable efforts to create Content and services that comply with applicable laws in a general way, but any advice or guidance Our staff may provide, together with Our Content and features and services provided through the Platform do not constitute legal, financial, accounting or taxation advice, and nor should they be relied upon as such by You. You are responsible for compliance with the workplace, tax and other laws that apply to You or Your business, and You should obtain independent legal and taxation advice if required.

11.3. Except for any liability that cannot be excluded or limited by law, we exclude liability for any and all losses including indirect and consequential loss, costs, third-party claims, regulatory penalties, expenses, or liability arising from or relating to legal, tax, accounting or compliance issues associated with Your use of the Platform, Subscriptions and Content.

12. Your Obligations

12.1. You must ensure that any domain addresses or IP ranges that We provide are implemented and maintained as notified by Us.  You are responsible for all acts and omissions for each User in connection with the Subscriptions (as if they were Your own acts or omissions) and all loss arising from Your use of the Subscriptions, and any access granted to Your Users.

12.2. You must ensure that all Users must comply with these General Terms to the extent that they apply to their individual use of the Subscriptions. Users must keep their username and password secure and not let anyone else access their Safetrac Account.

12.3. You must notify us immediately of any actual or suspected unauthorised use of Your Safetrac Account or if You suspect someone has access to Your login credentials.

12.4. You are responsible for all actions and losses arising from use of Your Safetrac Account because of Your failure to keep Your information secure and confidential.

12.5. You and Your Users must not:

12.5.1. use the Platform in a way that impairs its functionality, compromises the security or integrity of our systems or networks or interferes with other people’s use of the Platform;

12.5.2. modify, and/or make derivative works of, disassemble, decompile, reverse engineer anything on the Platform;

12.5.3. access any system or account without our permission;

12.5.4. use the Platform for any illegal or fraudulent purpose;

12.5.5. upload anything that may be offensive, discriminatory, defamatory, abusive or infringes the rights of others including intellectual property rights and privacy rights;

12.5.6. license, transfer, sell, rent, lease, distribute, assign, host, sublicense and/or otherwise commercially exploit either the Platform or Content;

12.5.7. frame and/or utilise framing techniques to enclose any trademark, logo, and/or other portion of the Platform or Content including images, text, page layout, and/or form;

12.5.8. use any metatags and/or other “hidden text” using Our name and/or trademarks;

12.5.9. use any manual and/or automated software, devices and/or other processes including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like to “scrape” and/or download data from any pages contained in the Platform;

12.5.10. use and/or access the Platform or Content in order to build a similar and/or competitive website, product, and/or service;

12.5.11. copy, reproduce, distribute, republish, download, display, post and/or transmit any part of the Platform or Content in any form and/or by any means;

12.5.12. remove and/or destroy any copyright notices and/or other proprietary markings contained on and/or in the Platform or Content;

12.5.13. copy or download, in a systematic manner, Our IP (as defined in clause 19), including but not limited to any, content, graphics, video, text or animation from the Platform or Content, or communicate or otherwise distribute such systematically-obtained content, graphics, video, text or animation;

12.5.14. directly or indirectly introduce, or permit the introduction by, any harmful code to the Platform;

12.5.15. use or allow Your Users or any third party to do anything inconsistent with the terms of this Agreement; or

12.5.16. use Your Subscriptions if You have not paid the relevant Fees.

12.6.  You must:

12.6.1. Implement and maintain all network configurations required to enable uninterrupted access to the Platform and any Content, including allow-listing (whitelisting) all IP addresses, domains, ports and protocols notified by Us from time to time; and

12.6.2. Promptly apply any updates to IP addresses, domains or related network configuration information that We notify to You. Any delays, additional costs or remediation efforts required because You have not implemented these requirements will be Your responsibility.

12.7.  If you do not comply with clause 12.6, You acknowledge that failure to implement or maintain such network configurations may result in degraded performance, restricted access, inability to access updates, or service unavailability, and We will not be responsible for any loss arising from such failure.  Further, we may, acting reasonably, suspend access to the Platform or Content until the required network configurations have been implemented. Your payment obligations will not be suspended during any such period of suspension.

13. Invoicing

13.1. We will invoice You, and You agree to pay Us:

13.1.1. for the Fixed Term, the Subscription Fees set out in the Subscription Order together with any Service Fees payable as part of Your Subscription Order, and paid in accordance with clause 14; and

13.1.2. any Service Fees and Overuse Fees, at the end of the month in which We provided the Service/s; and

13.1.3. for each Auto Renewal Period, within the period of 30 days prior to the commencement of that Auto Renewal Period, the Subscription Fees together with any outstanding Service Fees and Overuse Fees.

13.2. For the avoidance of doubt, in the event that You have less Users than the amount set out in Your Subscription Order, You will not be entitled to any refund of the Subscription Fees, future credit or contract extensions for Subscriptions you did not use. However, if You notify Us no less than 60 days prior to the expiration of Your:

13.2.1. Fixed Term; or

13.2.2. Your then current Auto Renewal Period, we will prepare a new Subscription Order for You to sign with a reduced number or Users, including specifying any revised User Fees.

14. Payment

14.1. Unless otherwise noted in a Subscription Order, You must pay all invoiced fees:

14.1.1. that are related to a new SCORM content Subscription, within 7 days of the date of the invoice; or

14.1.2. that are related to an existing SCORM content Subscription, within 30 days of the date of the invoice; or

14.1.3. that are related to a Platform Subscription, within 30 days of the date of the invoice.

14.2. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information. If You do not notify Us of a change to Your billing information and We continue to send invoices to that address, and if there is a consequent delay in payment of  our invoice, late fees will be applicable as set out in clause 14.5.

14.3. If You require a Purchase Order (“PO”) number to be documented on our invoice to You as part of Your payment process, You must ensure a PO number is forwarded to Us within a timely manner. The provision of a PO by You, will not cause alteration to the invoice generation date. The invoice will be due and payable 7 days or 30 days as applicable from the issue date of the invoice. If You change Your PO process, or if You fail to notify Us of an update to Your nominated invoice recipient or PO process, and We are required to apply additional administrative time to clarify billing details, We may charge You additional fees to do so. Such fees will be added to Your next invoice.

14.4. You are responsible for all bank fees and charges associated with any international monetary transfer in association with payment of the invoice.

14.5. If You do not make payments by the due date, then unless otherwise agreed, We reserve the right to charge You interest on all overdue payments, calculated daily at the Westpac Bank Indicator Lending Rate plus 2% per annum from the due date until the date the outstanding amount is paid. We will notify you in writing prior to applying these fees.

14.6. If Your fees remain outstanding for more than 60 days, We may, at our discretion, suspend Your access to Your Subscriptions.  Should we suspend Your access, Your contractual obligations are not suspended and Your obligation to pay is unaffected, and will continue to accrue interest charges.  We will send Notification of our intention to suspend 7 days prior to the actual suspension to the notification details set out in the Subscription Order, or as modified by notice We receive in writing by You.  If you have installed our Content as SCORM files on your LMS, we may cease to send you updates and cease work on any Ancillary Services until such time fees have been paid.  If this occurs, your SCORM files may cease to work.  In addition, any Ancillary Services work we have agreed to complete may be suspended.

15. Goods and Service Tax (GST)

15.1. Unless expressly stated otherwise, all prices or other sums payable or any other consideration provided or under or in connection with this Agreement do not include GST.

15.2. Unless expressly stated otherwise, We may recover from You, and You must pay, the amount of any GST payable under the GST law on or for any taxable supply made in connection with this Agreement, subject to You receiving a valid tax invoice in respect of that taxable supply, at the same time at which it receives the invoice to which that taxable supply relates.

15.3. If the introduction or any variation of the GST is associated or connected with the abolition or reduction of any tax, duty, excise or other statutory charge which directly or indirectly reduces the cost of making any supply under this Agreement, the price or any other consideration excluding GST payable for the supply must be reduced by Us in accordance with the guidelines issued by the Commerce Commission.

15.4. Upon written request, We may provide You evidence to demonstrate that We have complied with clause 15.3.

15.5. Terms and expressions used in this clause are those set out in the Goods and Services Tax Act 1985 (NZ), or its regulations have the same meanings as given to them in that Act.

16. Termination

This Agreement will continue to apply until all Your Subscriptions, Safetrac Accounts and services provided under these General Terms or associated with the Platform have terminated. Termination can occur in the following ways:

16.1. By You

16.1.1. You may terminate Your Subscriptions:

16.1.1.1. immediately by written notice, if We breach any material provision of this Agreement, and that breach is not capable of remedy, or We do not remedy the breach within 14 days of receiving written notice requiring Us to do so; or

16.1.1.2. immediately, if We experience an insolvency event.

16.1.2. where You give notice under clause 3, upon expiry of the Fixed Term or then-current Auto Renewal Period (as applicable).

16.1.3. For clarity, You do not have a right to terminate this Agreement for convenience during the Fixed Term or any Auto Renewal Period then in effect.

16.2. By Us

16.2.1. We may terminate Your Subscriptions:

16.2.1.1. immediately by written notice if You materially breach this Agreement and that breach is not capable of remedy, or You do not remedy the breach within 14 days of written notice to do so;

16.2.1.2. immediately, if You experience an insolvency event;

16.2.1.3. immediately, if any Subscription Fees, Service Fees or Additional User Fees are outstanding for 90 days or more.

16.2.2. We may also terminate by giving You written notice of termination no less than 60 days prior to expiry of the Fixed Term or then-current Auto Renewal Period (as applicable).

16.3. By Agreement

You or We may jointly terminate Your Subscriptions and access to the Platform by written notice signed by both parties.

16.4. Suspension by Us

16.4.1. We may immediately suspend Your access to all or any part of the Content, Platform Subscriptions, or services under this Agreement at our sole discretion including if:

16.4.1.1. You are in breach of this Agreement and You have not rectified that breach within 14 days of receiving a notice from Us requiring You to do so;

16.4.1.2. Subject to clause 14, payment of any fees are overdue; or

16.4.1.3. We believe suspension is required to protect the Platform, our systems, or other users of the Platform.

A valid suspension by Us, is not a breach of our obligations.

16.5. Refunds

16.5.1. In the event of a termination under clause 16.1, you will be entitled to a pro-rated refund for the portion of fees related to the remaining balance of the Fixed Term or the then current Auto Renewal Period that You have paid. No refund is payable where we terminate in accordance with clause 16.2.

16.6. Effect of Termination

Upon termination or expiration of this Agreement:

16.6.1. all current Subscription Orders and Subscriptions will immediately end;

16.6.2. You must immediately cease using Your Subscriptions and You must procure that Your Users also do so;

16.6.3. if We terminate Your Subscription under clause 16.2, You must pay all outstanding fees due for the relevant Subscription term;

16.6.4. to the extent You possess or control copies of Our Intellectual Property (as defined in clause 19), whether in tangible or electronic form, You must, at Our direction, either return or destroy each such copy and provide a sworn statement confirming destruction, subject to clause 16.6.5;

16.6.5. only with Our written consent may You retain a copy of Our IP for the purpose of Your compliance records. Only designated personnel may store and access Our IP for historical or compliance record purposes;

16.6.6. the termination of a Subscription Order and/or Subscription is not a sole remedy, and will not prejudice, or amount to a release of, compensation or other remedies that have accrued in relation to any acts, omissions, breach, negligence, or wilful misconduct occurring prior to such termination;

16.6.7. all rights and obligations of You and Us under clauses 16, 18, 19, 20,21 and any other clauses that by their nature are intended to survive, will survive the expiry or termination of this Agreement for any reason;

16.6.8. Subject to any applicable laws, We have no obligation to store or provide access to any information that may be stored on the Platform regarding Your User’s use of the Platform or Your Data on the Platform after termination of Your paid Subscription. We may delete or remove such Data stored on the Platform after 3 months from the date of termination. We will not be liable for losses incurred directly or indirectly from the loss of Data;

16.6.9.  if you continue to utilise the Subscriptions after termination, you will be in breach of our IP and this Agreement and will be liable for either payment of the licence fees for the next Auto Renewal Period or the per-user fee associated with single user pricing as currently charged on the Safetrac website.

16.7. Transition Assistance

16.7.1. Upon expiry or termination of this Agreement (other than termination for Your non-payment or breach under clause 16.2), We will provide reasonable assistance to facilitate an orderly transition of the services, including:

16.7.1.1. providing You with a copy of Your training records and other Customer data in a commonly readable format; and

16.7.1.2. securely deleting or anonymising any remaining Customer data in accordance with clause 16.6.4 and applicable privacy laws.

16.7.2. Any transition assistance beyond the standard data return and deletion obligations will be provided at Your request and charged at Our then-current professional services rates.

16.7.3. Nothing in this clause extends Your right to terminate this Agreement for convenience or reduces Your obligation to pay Fees for the applicable term.

17. Pre-release or Beta Versions

17.1. We may make pre-release or beta versions of products or services available to You. These products and services may be still under development and may be inoperable or incomplete and contain more errors and bugs than our fully released and available services or products. Because of the nature of these services, You use them at Your own risk and on this understanding.  We will not provide You with pre-release or beta systems without Your express consent, but if consent is provided, it is done based on this clause.

18. Confidential Information

18.1. While using the Platform, You may have access to Our Confidential Information, including information that is not publicly available about Our business, operations, systems, trade secrets, technology, security processes, pricing, and any characteristics, features or performance of pre-release or beta versions of the Platform. You agree to keep Our Confidential Information secure and not disclose it to any third party, except with Our prior written consent or where required by law.

18.2. We will protect Your Confidential Information that You provide to Us or that We access in providing the Platform and Services. We will only use Your Confidential Information to perform Our obligations under this Agreement or as otherwise permitted by this Agreement.

18.3. Each party may disclose the other party’s Confidential Information to its employees, contractors, Associated Entities and professional advisers who need to know the information for the purposes of this Agreement, provided those persons are subject to confidentiality obligations no less strict than those set out in this clause.

18.4. Confidential Information does not include information that:

18.4.1. is or becomes publicly available without breach of this Agreement;

18.4.2. was lawfully known to the receiving party before disclosure by the disclosing party;

18.4.3. is independently developed by the receiving party without use of or reference to the Confidential Information; or

18.4.4. is rightfully received from a third party without a duty of confidence.

18.5. If either party is required by law, court order or a regulatory authority to disclose the other party’s Confidential Information, it may do so provided it to the extent legally permitted gives the other party prompt written notice and takes reasonable steps to limit the extent of the disclosure.

19. Intellectual Property

19.1. Ownership

19.1.1 We own all rights, title and interest including all intellectual property rights in and to the Platform, the Content, and all related software, tools, templates, documentation, courseware, and other materials provided or made available by Us, together with any improvements, modifications or derivative works created by or for Us (“Our IP”).

19.1.2. You own all rights, title and interest including intellectual property rights in:

19.1.2.1. any content or data that You or Your Users upload or provide to the Platform; and

19.1.2.2. any deliverables or customisations created by Us solely and exclusively from Your Materials for Your benefit (“Bespoke Deliverables”),

collectively, “Your Materials”.

19.1.3. Where any deliverables, customisations or other works include or are created using both Our IP and Your Materials (“Mixed Deliverables”), We own all Intellectual property rights in Our IP and You own all rights in Your Materials. Neither party acquires ownership of the other party’s pre-existing Intellectual property rights.

19.1.4. Open-source software components used in the Platform or Content remain subject to the applicable open-source licences and are not included in any licence granted by Us.

19.1.5. All third-party content and materials remain owned by the relevant third party.

19.2. Licence from You

19.2.1. You grant Us a non-exclusive, worldwide, royalty-free licence including the right to sublicense to Our subcontractors as reasonably required to use, host, store, copy, transmit and process Your Materials solely for the purposes of:

19.2.1.1. providing the Platform and Services to You;

19.2.1.2. developing, delivering and supporting Mixed Deliverables; and

19.2.1.3 .complying with Our legal obligations.

19.2.2. We will not use Your Materials for any other purpose without Your prior written consent.

19.2.3. We may use deidentified and aggregated data derived from Your or Your Users’ use of the Platform to improve and develop Our products and services, provided that such data does not identify You or any individual.

19.3. Licence to You

19.3.1. We grant You a non-exclusive, non-transferable licence during the Term to access and use the Platform.

19.3.2. We grant You a perpetual, royalty-free licence to use any Bespoke Deliverables and Mixed Deliverables delivered to You, solely for Your internal business purposes.

19.3.3. This clause does not permit You to commercialise or resell Our IP.

19.4. Restrictions

19.4.1. You and Your Users must not copy, distribute, modify, reverse-engineer, decompile, disassemble or otherwise attempt to extract the source code of any part of the Platform or Our IP, except as expressly permitted under this Agreement or with Our prior written consent.

19.5. Uploaded Materials Warranty and Indemnity

19.5.1. You warrant that You have obtained all necessary rights, consents and authorisations to provide Your Materials and to permit Us to use and process them in accordance with this Agreement.

19.5.2. You will be responsible for, and will indemnify Us for, any reasonable loss, cost including reasonable legal costs, claim, expense or liability arising directly from a breach of this clause.

19.6. Removal and Suspension

19.6.1. We are not obligated to monitor Your Materials, but We may remove any of Your Materials or suspend or terminate access to the Platform or Content if We reasonably believe that:

19.6.1.1. You have materially breached this Agreement or applicable laws; or

19.6.1.2. We receive a valid takedown request or legal claim relating to Your Materials.

19.6.2. We will use reasonable efforts to notify You before taking such action, unless legally prohibited or impracticable.

19.6.3. We are not liable for any loss or damage resulting from actions We take in accordance with this clause.

20. Intellectual Property Indemnity

20.1. We will indemnify You against any claim made by a third party that the Platform or its Content used by You in accordance with this Agreement, infringes that third party’s intellectual property rights (an “Infringement Claim”). You must notify Us promptly of any such Infringement Claims, give Us sole control over the defence and settlement of the Infringement Claim, and provide reasonable assistance in defending the Infringement Claim. Subject to the foregoing, We will indemnify You for:

20.1.1. the amount paid by You to the third party based on a settlement (subject to the terms of such settlement being agreed by Us (acting reasonably)) or final court judgment; and

20.1.2. reasonable legal and other out-of-pocket expenses that You incur in providing assistance to Us in accordance with clause 20.1.1.

20.2. If We reasonably believe that an Infringement Claim under this clause may bar Your use of the Platform, We will either obtain the right to keep using the Platform, or modify or replace the Platform with a functional equivalent. If either of these options would cause unreasonable costs to Us, We may terminate Your right to use the infringing Platform, Content or Service and We will reimburse the corresponding proportion of prepaid subscription fees for the terminated Platform, Content or Service on a pro-rata basis.

20.3. We are not liable if the Infringement Claim results from:

20.3.1. Your use of the Platform in violation of this Agreement or against our written instructions;

20.3.2. alteration of the Platform service or content by You or not authorised by Us;

20.3.3. our compliance with Your express written instructions;

20.3.4. use of the Platform in combination with any product or service not provided by Us if the Platform would not infringe without such combination.

20.4. The remedies set out in this clause 20 are Your sole and exclusive rights and remedies with respect to Infringement Claims.

21. Liability and Indemnity

21.1. You indemnify Us, our Associated Entities and our directors, officers, employees, agents and licensors against all losses and costs (including legal costs), third-party claims, expenses or liability (“Losses”) that arise out of, or relate to, Your use of the Subscriptions, Platform or Content or any service delivered by a third party (except to the extent the Losses were caused by our breach of this Agreement or Our negligence).

21.2. Except for liability that cannot be excluded or limited by law, and except for the indemnity provided in clause 21.1, each party excludes liability for indirect loss or consequential loss including without limitation, loss of profits or revenue, loss of goodwill, damage to reputation, loss of anticipated savings, loss or corruption of data, loss, penalties or expenses arising from legal, tax or accounting compliance issues and any indirect, consequential, incidental, punitive, exemplary or special loss, damage or expense.

21.3. We limit our total aggregate liability to You under this Agreement (including in connection with any Additional Services) to direct damages up to the total paid by You to Us during the 12-month period preceding the first event that gave rise to our liability under this Agreement.

21.4. You may have the benefit of non-excludable warranties, guarantees or other rights provided under applicable laws in Your jurisdiction (“Non-excludable Conditions”).

21.5. This Agreement is  subject to any Non-Excludable Conditions that apply to You. Our liability for Non-excludable Conditions is limited, at Our option, to the cost of replacing or paying for the costs of replacing the relevant goods or services (except if the liability for any Non-excludable Conditions cannot be so limited by law, in which case our liability for that Non-excludable Condition will be limited to the extent permitted by law).

22. Notices

22.1. You must send any notices under these General Terms to Us by emailing [email protected]. We will send legal notices to You by email to the email address You have provided to Us or via the contact details set out in Your Subscription Order.

22.2. You acknowledge and agree that by signing a Subscription Order or Master Subscription Form, the signatory and the nominated contact(s) automatically agree to receive all essential communications from Safetrac relating to Your Subscription, including service updates, platform changes, invoicing, payment notices and updates to these Terms.

You are solely responsible for ensuring that the contact details provided in Your Subscription Order remain accurate and current at all times. This includes notifying Us promptly in writing if:

22.2.1. the nominated key contact changes;

22.2.2. the signatory or key contact leaves Your organisation or changes roles; or

22.2.3. You wish to appoint a different person to receive notices or manage the Subscription.

Your failure to update Your notification details may result in You not receiving important information, including changes to the Platform or Content, updates to these Terms, or payment reminders.

Any consequences arising from missed notifications – including late fees, service suspension or additional administrative costs – will be Your responsibility.

23. Things beyond our control

23.1. We are not liable for any delay or failure to perform obligations under this Agreement due to events that are beyond our reasonable control, including without limitation, failure of power, telecommunications or data networks, natural disasters, government orders, strikes, wars, epidemics, or pandemics.

24. Assignment

24.1. If You are a User, the rights given to You under this Agreement are personal and You may not assign or transfer Your rights or obligations under this Agreement without our prior written consent. We will not unreasonably refuse our consent if the assignee agrees to be bound by this Agreement governing your Subscriptions and We form the view (in our absolute discretion) that the assignee is not a financial or other risk. We may assign our rights and obligations under this Agreement (in whole or in part) without Your consent.

25. Other

25.1. Our Relationship

We are independent contractors. Unless the parties explicitly agree in writing otherwise, nothing in this Agreement should be interpreted as forming a partnership between Us and You or any Users, or as forming any other type of legal association that would give You or any User the right power or authority to bind or create any duty or obligation of Safetrac.

25.2. Survival of Terms

Any provisions of this Agreement that by their nature or as expressly stated in these General Terms, are intended to continue after termination or expiry of this Agreement will survive, including without limitation provisions relating to confidentiality, intellectual property, liability, indemnities, data handling, and any other obligations which expressly or implicitly extend beyond termination.

25.3. Governing Law and Disputes

This Agreement will be governed by the laws of New Zealand and subject to the exclusive jurisdiction of the courts of New Zealand. If You have any concerns or complaints about Us, the Subscriptions, or the Platform, please contact Us by emailing [email protected]. If either of Us has a dispute or claim arising out of or related to this Agreement governing Your service, each of Us will consult and negotiate in good faith to resolve the matter. If We are not able to reach a settlement within 60 days, then either of Us may commence legal proceedings.

25.4. Severability

If any part or provision of this Agreement is invalid, unenforceable or in conflict with the law, that part or provision will be replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on You and Us.