Version 1.0

1. Application of Terms

1.1 These Terms apply to your use of the Service. By accessing and using the Service:

• You agree to these Terms.

• If you access and use the Service on behalf of another person (e.g., a company), you confirm that you are authorized to agree to these Terms on that person’s behalf and that person is bound by these Terms.

1.2 If you do not agree to these Terms, you are not authorized to access and use the Service and must immediately stop doing so.

2. Changes

2.1 Subject to clause 2.3:

• We may change these Terms at any time by notifying you via email or by posting a notice on the Website.

• Any change takes effect from the date set out in the notice unless stated otherwise.

2.2 You are responsible for ensuring you are familiar with the latest Terms.

2.3 If a change to these Terms is detrimental to you, you may terminate these Terms and your right to access and use the Service with no less than 10 days’ notice, provided the notice is received by us before the change takes effect. During this notice period, the previous version of the Terms will apply.

2.4 These Terms were last updated on June 19, 2024.

3. Interpretation

• HeyJane Software: The software or mobile app owned by us (and our licensors) that is used to provide the Service.

• Confidential Information: Any non-public knowledge obtained from the other party in connection with the provision and use of the Service.

• Data: All data, content, and information (including personal information) owned, held, used, or created by you or on your behalf that is stored using or inputted into the Service.

• Fees: The applicable fees set out on our pricing page on the Website or within the mobile app or as agreed otherwise in writing.

• Force Majeure: An event beyond the reasonable control of a party, excluding avoidable events or a lack of funds.

• Intellectual Property Rights: All rights related to inventions, trademarks, designs, data, confidential information, and other intellectual activities.

• Service: The service having the core functionality described on the Website and/or mobile application, as updated from time to time.

• Start Date: The date you first access or use the Service.

• Terms: These terms titled SaaS terms of use.

• Underlying Systems: The HeyJane Software, IT solutions, systems, and networks used to provide the Service.

4. Provision of the Service

4.1 We must use reasonable efforts to provide the Service:

• In accordance with these Terms and New Zealand law.

• Exercising reasonable care, skill, and diligence.

• Using suitably skilled, experienced, and qualified personnel.

4.2 Our provision of the Service is non-exclusive.

4.3 We will use reasonable efforts to ensure the Service is available but may occasionally be unavailable for maintenance or other reasons.

4.4 We do not make any warranty on the availability of third-party service features. If a third-party feature provider ceases to provide a feature, we may cease to make that feature available to you.

5. Your Obligations

5.1 You and your personnel must:

• Use the Service in accordance with these Terms solely for your internal business purposes and lawful purposes.

• Not resell or make available the Service to any third party.

5.2 When accessing the Service, you and your personnel must:

• Not impersonate another person or misrepresent authorization.

• Not undermine the security or integrity of the Underlying Systems.

• Not use the Service in a way that impairs its functionality or other users’ ability to use the Service.

6. Data

6.1 You acknowledge that:

• We may require access to the Data to exercise our rights and perform our obligations under these Terms.

• We may authorize our personnel to access the Data for this purpose.

6.2 You must arrange all necessary consents and approvals for us to access the Data.

6.3 We may use Data and information about your use of the Service to improve the Service and for internal research and product development.

6.4 In collecting, holding, and processing personal information through the Service, we act as your agent for the purposes of the Privacy Act 2020 and any other applicable privacy law.

6.5 While we will take standard industry measures to back up Data stored using the Service, you agree to keep a separate backup copy of all Data uploaded onto the Service.

6.6 We may store Data (including personal information) in secure servers in different locations.

6.7 You indemnify us against any claims or liabilities arising from any actual or alleged claim by a third party that any Data infringes their rights or is objectionable, incorrect, or misleading.

7. Fees

7.1 You must pay us the Fees.

7.2 We will provide you with valid tax invoices on a regular basis post payment.

7.3 The Fees exclude tax, which you must pay on taxable supplies.

7.4 We may increase the Fees by giving at least 10 days’ notice. If you do not wish to pay the increased Fees, you may terminate these Terms and your right to access and use the Service with no less than 10 days’ notice.

8. Intellectual Property

8.1 Title to, and all Intellectual Property Rights in, the Service, the Website, and all Underlying Systems remain our property.

8.2 Title to, and all Intellectual Property Rights in, the Data remains your property. You grant us a license to use, store, copy, modify, make available, and communicate the Data in connection with the Service.

8.3 You grant us a license to use for our business purposes any know-how, techniques, ideas, methodologies, and Intellectual Property used in the provision of the Service.

8.4 If you provide us with feedback, all Intellectual Property Rights in that feedback and anything created as a result of that feedback are owned solely by us.

8.5 The Service may link to third-party websites or feeds. We exclude all responsibility or liability for those websites or feeds.

9. Confidentiality

9.1 Each party must:

• Keep confidential the Confidential Information of the other party.

• Maintain adequate security measures to safeguard the other party’s Confidential Information.

• Disclose the other party’s Confidential Information only to personnel or advisors who need to know and ensure they comply with confidentiality obligations.

9.2 The obligation of confidentiality does not apply to any disclosure or use of Confidential Information required by law, publicly available information, or information received from a third party without breach of any obligation of confidentiality.

10. Warranties

10.1 Each party warrants that it has full power and authority to enter into and perform its obligations under these Terms.

10.2 To the maximum extent permitted by law:

• Our warranties are limited to those set out in these Terms, and all other conditions or warranties are excluded.

• We make no representation concerning the quality of the Service and do not promise that the Service will meet your requirements, be suitable for a particular purpose, or be secure and error-free.

10.3 You agree that you are acquiring the Service for the purpose of trade and that consumer protection legislation does not apply to the supply of the Service.

11. Liability

11.1 Our maximum aggregate liability under or in connection with these Terms is NZD$100.00.

11.2 Neither party is liable to the other for any loss of profit, revenue, savings, business, use, data, goodwill, or any consequential, indirect, incidental, or special damage or loss.

11.3 Clauses 11.1 and 11.2 do not apply to limit our liability for personal injury or death, fraud or willful misconduct, or a breach of confidentiality.

11.4 Clause 11.2 does not apply to limit your liability to pay the Fees or for indemnity under clause 6.7.

11.5 Each party must take reasonable steps to mitigate any loss or damage.

12. Term, Termination, and Suspension

12.1 These Terms start on the Start Date and continue until a party gives at least 30 days notice of termination.

12.2 If the subscription option includes a minimum initial term, the earliest date for termination is the expiry of that term.

12.3 Either party may terminate these Terms immediately if the other party breaches any material provision and does not remedy the breach or becomes insolvent.

12.4 You may terminate these Terms in accordance with clauses 2.3.

12.5 Termination does not affect either party’s rights and obligations that accrued before termination.

12.6 On termination, you must pay all Fees for the provision of the Service prior to termination.

12.7 No compensation is payable by us as a result of termination, and you are not entitled to a refund of any Fees already paid.

12.8 Upon termination, each party must return or destroy the other party’s Confidential Information, subject to clause 12.9.

12.9 You may request a copy of any Data stored using the Service within one month after termination, provided you pay the reasonable costs of providing that copy.

12.10 We may restrict or suspend your access to and use of the Service and/or delete, edit, or remove Data if we consider that you have undermined the security or integrity of the Service, used the Service improperly, or materially breached these Terms.

13. General

13.1 Neither party is liable for any failure to perform obligations caused by Force Majeure.

13.2 No person other than you and us has any right to a benefit under these Terms.

13.3 Waivers must be in writing and signed by us.

13.4 We are your independent contractor, and no other relationship exists under these Terms.

13.5 Notices may be given by email or by posting on the Website.

13.6 These Terms are governed by the laws of New Zealand.

13.7 Clauses intended to survive termination of these Terms continue in force.

13.8 If any part of these Terms is illegal, unenforceable, or invalid, it is modified to the extent required to remedy the issue, or treated as severed if modification is not possible. The remainder of the Terms remain binding.

13.9 Variations to these Terms must be in writing and signed by both parties.

13.10 These Terms set out everything agreed by the parties relating to the Service and supersede all prior agreements.

13.11 You may not assign, subcontract, or transfer any right or obligation under these Terms without our prior written consent.