Terms & Conditions

Thank you for selecting the RepairConnection solution for parts.

The Platform is owned and operated by entities in the DNS Technology Group. The Services is provided by Clear21 Pty Ltd ACN 645 481 983.

Please read these terms and conditions (‘Terms’) carefully, as they constitute a legally binding agreement between the Permitted Users and Clear21 in relation to the Services. These Terms and Conditions apply exclusively to business-to-business (B2B) transactions and do not extend to consumer transactions under New Zealand law.

Please note: if a Subscription is activated following a trial, access to or use of any Content entered using the Services during the trial period may not be available.

1. BASIS OF AGREEMENT

1.1 These Terms set out the basis on which we permit Permitted User to access the Services and enjoy a Subscription (as defined below).

As per the agreement between the Authorised Insurer or Subscription Signatory and us, Permitted User can access or use the Services and agree to be bound by:

(a) these Terms;

(b) the terms of your Subscription Plan; and

(c) the Clear21 policies applicable to the Services and the Subscription, as available at RepairConnection.com or as otherwise notified by us from time to time.

1.2 In these Terms, the following words and phrases have the meanings given to them in this paragraph 1.2:

(a) ‘Agreement’ means our contract with Permitted Users, comprising these Terms, any Schedules, Terms Sheet, documents referred to in these Terms, and your Subscription Plan;

(b) ‘Content’ means all information, data (including Customer Data) and materials uploaded or posted to, or stored by us through Permitted Users’ use of, the Services;

(c) ‘Customer Data’ is specific data that is entered into the Services, such as repairer name, vehicle registration, VIN, vehicle description, vehicle part descriptions, part numbers and images, as well as Pricing Information submitted by Permitted Users;

(d) ‘Dealer OEMs’ and ‘Authorised Insurance Companies’ are as defined in paragraph 3.1;

(e) ‘Fees’ are the charges for your Subscription, as further described in paragraph 4, plus any other agreed charges;

(f) ‘‘Clear21’, ‘us’, ‘we’ and ‘our’ is a reference to Clear21 Pty Ltd (ACN 645 481 983); which is the business with which you are forming an agreement for Services. Where relevant, those words may also refer to an entity in the same corporate group as Clear21 Pty Ltd

(g) ‘Intellectual Property’ means copyright, rights in inventions, moral rights, patents, trade secrets, trade marks and trade names, service marks, design rights, database rights and rights in data, image rights, rights in software, the right to sue for passing off, utility models, domain names, and in all cases all similar rights and, in each case, (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future, (v) unless stated otherwise, wherever existing, and (vi) including all other rights of a similar nature or having equivalent effect anywhere in the world;

(h) ‘Permitted Users’ are as defined in paragraph 3.1;

(i) ‘Pricing Terms’ means the charges as set out in the Subscription Plan

(j) ‘Services’ means the provision by us of the Software and related services under, and as set out in, this Agreement;

(k) ‘Software’ refers to our proprietary software that we make available to Permitted Users as a service during the Subscription Period so that you can make use of the Services;

(l) ‘Subscription’ is the period in which you are entitled to use the Services, as described in paragraph 2.1;

(m) ‘Subscription Period’ is the term of your Subscription. Unless stated differently in your Subscription Plan, the Subscription runs on a month-by-month basis, terminable at any time by you or us in the manner set out in paragraph 15;

(n) ‘Subscription Plan’ refers to the details and extent of your Subscription, as communicated; and

(o) ‘you’, ‘your’ and ‘yours’ is a reference to the legal entity named in the Subscription Plan, which forms part of the agreement and Permitted Users as defined within these Terms.

Other words and phrases used in a single numbered paragraph of these Terms are as defined in that paragraph.

1.3 In these Terms, each reference:

(a) to a ‘person’ includes a natural person, or a corporate or unincorporated body (whether or not having separate legal personality);

(b) to the words ‘include’, ‘including’, ‘for example’, or similar, is to be interpreted non-restrictively and will be deemed to be followed by the words ‘without limitation’;

(c) in the singular includes the plural and vice versa, unless the context requires otherwise;

(d) to a statute or statutory provision is a reference to such as it is in force for the time being, taking account of any amendment, extension, or re-enactment, and includes any subordinate legislation in force made under it.

Changes to Terms

1.4 We may vary these Terms from time to time. Any changes that may reasonably impact your rights, fees, or the scope of the Services will require at least 30 days' prior written notice.

1.5 If we vary these Terms, we will update the ‘last modified’ date at the top of this terms and conditions page and notify you via the ‘What’s New’ section of the Software that the Terms have been varied. You are responsible for reviewing any variations to the Terms.

1.6 If you do not accept a variation, you must not continue to use the Services and you must cancel your Subscription in accordance with paragraph 15.1. If you continue to use the Services after we have varied the terms your continued use of the Services will be deemed acceptance of the varied Terms.

1.7 We may update these Terms to reflect changes or to improve user experience, and any continued use of the Services after such updates indicates acceptance of the revised Terms.

1.8 These Terms, and the related Services, are specific to New Zealand. They do not apply to any other jurisdiction (whether or not we operate there). We do not represent that this version of the Services is appropriate for use in jurisdictions outside of New Zealand. You are responsible for compliance with all applicable laws pertaining to your use of, and access to, the Services in your jurisdiction.

2. LICENCE TO USE THE SERVICES

2.1 For such period that Authorised Insurer or Subscription signatories have an active and paid subscription with us for the Services (Subscription Period), we grant Permitted Users a non-transferable, non-exclusive, non-sub-licensable, revocable licence to access and use the Services for internal business purposes, subject to these Terms (Subscription). The Permitted Users acknowledge that the Consumer Guarantees Act 1993 does not apply to this Agreement, as the Services are acquired for the purposes of a business.

2.2 At all times during the Subscription Period and after, any Permitted Users must not commercialise, sublicense, resell or otherwise exploit the Software, the Services or the Subscription in any way that is not expressly permitted by these Terms.

3. PERMITTED USERS

3.1 The Services are for use by the following:

(a) organisations or sole traders that primarily carry out the business of undertaking repairs to vehicles, caravans, machinery or vehicle suspension systems, plus any other business that is authorised by us from time to time (‘Authorised Repairers’);

(b) original equipment manufacturers (OEMs), and authorised resellers of new vehicle parts built by or distributed by OEMs where such reseller is part of an authorised dealer network and has an authorised dealer licence number from the relevant OEM (together, ‘Dealer OEMs’); and

(c) other third-party sellers of vehicle parts who, in all cases, are acting in the course of trade and not as consumers (‘Sellers’)

(d) Authorised Insurance Companies that carry out the business of insuring and managing claims being repaired by Authorised Repairers, that repair vehicles, caravans, machinery or vehicle suspension systems (Authorised Insurers).

(e) Any other business that is authorised by us from time to time (Subscription Signatory)

The Services enable Authorised Repairers to receive vehicle parts pricing and related information from Authorised Suppliers, being Dealer OEMs & Sellers (used & aftermarket parts).

RepairConnection is not a party to any such transaction and any such transaction is at your own risk.

The Permitted Users will not use any information obtained from the Services for any purpose that contravenes any legislation, regulations, Government policy or otherwise prohibited by law.

and together Authorised Repairers, Dealer OEMs, Sellers, Authorised Insurers and Subscription Signatory are ‘Permitted Users’.

3.2 If you are not operating as a Permitted User, you are not permitted to use the Services. Similarly, you may not use the Services for purposes other than to operate as a Permitted User.

3.3 You acknowledge and agree that:

(a) the Services assist the Permitted Users to manage the supply of part pricing and availability data within the automotive industry, including to give and receive quotes.

(b) each quote may form the basis of a transaction for the sale and supply of vehicle parts. Any such transaction is a contract between an Authorised Repairer and a Dealer OEM, Seller or Approved Insurer, as applicable. We are not a party to any such transaction, and the Permitted Users acknowledge and agree that any such transaction is entered into at their own risk.

3.4 We do not provide any guarantee or representation:

(a) regarding the status of any user of the Services, for instance whether that user is a Dealer OEM, Supplier or otherwise (irrespective of the option selected);

(b) in relation to any parts or equipment; or

(c) in relation to any transaction.

3.5 Permitted Users acknowledge and agree that by using the Services:

(a) will not utilise the Services for any purpose other than the permitted purpose set out in this paragraph 3; and

(b) will not use any information obtained from the Services for any purpose that contravenes any law or regulation (including to send electronic marketing where you are not otherwise permitted to do so by law).

4. PAYMENT

4.1 In consideration for our provision of the Services, the Authorised Insurance Companies or Subscription Signatory must pay to us the Subscription fees (‘Fees’) at the rate documented and agreed in the Subscription Plan.

4.2 The Fees are billed in New Zealand Dollars. All Fees are subject to GST.

4.3 Fees will be charged monthly. Payment is due by the end of the month in which it is given to you or as agreed and documented in the Subscription Plan.

4.4 If payment and registration information is not accurate, current, and complete and we are not notified promptly when such information changes, we may suspend the Subscription or terminate our Agreement.

4.5 We will notify at least 30 days in advance of any changes to subscription fees. If a fee increase occurs, Permitted Users may stop using the service or cancel the subscription which will become effective at the end of the 30-day notice period. We will automatically renew the Subscription from month to month unless we are notified in writing of the decision to opt out of automatic renewal by providing notice at least 7 days before the end of the current term.

4.6 If the fees are unpaid in accordance with these Terms, we may (without limiting our other rights and remedies) do one or more of the following:

(a) suspend the Subscription (during which period all Fees continue to accrue); or

(b) terminate our Agreement

5. SERVICES PERFORMANCE

5.1 We commit to achieving a system Uptime for the Software of not less than 99% in each month. In these Terms, ‘Uptime’ refers to the period when the Software is available for use and functioning but excluding

(a) any periods of slower than usual operation,

(b) partial non-availability that does not render the Software unusable generally, and

(c) any scheduled maintenance or similar downtime for which reasonable prior notice is provided (and we will use reasonable endeavours to keep such scheduled maintenance or downtime to a minimum).

5.2 The Services may be available through a range of devices using internet access. The Permitted Users will need adequate internet access and software that meets the system requirements set out on our website RepairConnection.com or otherwise communicated to use the Services. The Permitted Users are solely responsible for ensuring that the equipment meets the requirements, and for any related charges, updates and fees (including for data plans and general usage), as well as for the terms of your agreement with relevant mobile device and telecommunications providers. We make no warranties or representations of any kind as to the availability of telecommunication services from providers, and we have no liability for any loss or damage the Permitted Users may incur by use of telecommunication services.

5.3 The Permitted Users may, from time to time, engage other suppliers to provide products or services that relate to vehicle parts and pricing. We are not responsible for the performance of other suppliers engaged, or for the integration of third-party products or services.

5.4 We may update the Services (including to modify, upgrade, develop, backup, add or remove features, redesign, improve or otherwise alter the Services) at our discretion at any time. This may extend to changes to the Services in order to maintain consistency across our customer base.

5.5 Clear21 will use reasonable skill and care in providing the Services We make no warranties in respect of the Services. We accept no responsibility or liability in relation to the decision to use the Services.

6. YOUR OBLIGATIONS

6.1 Permitted Users are responsible for ensuring that the Services meets the business requirements and for any use of the Services by employees or agents. We accept no liability for Permitted Users use of the Services, or for any loss arising from your failure to comply with these obligations.

6.2 The Permitted Users acknowledge and agree not to use, or permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce or transmit any of the following:

(a) illegal, fraudulent, defamatory, obscene, pornographic, threatening, abusive, hateful, harassing or offensive Content of any kind;

(b) Content that would impersonate someone else or falsely represent a person’s identity or qualifications, or that constitutes a breach of any individual’s privacy rights;

(c) investment opportunities, solicitations, chain letters, pyramid schemes, or other unsolicited commercial communication, including any that engage in spamming or flooding;

(d) any computer virus, Trojan horse, worm or other disruptive or harmful software or data; or

(e) any Content that is not legally yours or that you do not have the permission of the owner to use.

6.3 Permitted Users agree not to use, or permit any third party to use, the Services or Content in a manner that violates any applicable law or these Terms.

The Permitted Users also acknowledge and agree not to:

(a) provide access to, or give any part of the Services to, any unauthorised person or persons not under their supervision;

(b) save as permitted by law that cannot lawfully be excluded, or by these Terms, reproduce, modify, copy, deconstruct, rent, lease, sell, trade, resell, adapt, translate, reverse engineer, de-compile or disassemble the Services or any related materials or information;

(c) make the Services available on any file-sharing or application hosting service;

(d) use or launch any automated system that sends messages to the Services in a period more rapidly than a human reasonably could in the same period, and you will not rip any content from the Software or the Services without our prior written permission (to be given or withheld at our absolute discretion); or

(e) interact with the Services using an automated process of any description.

6.4 The Permitted Users are responsible for securely managing login details and passwords for the Services and must immediately notify us if you become aware of any unauthorised access to the account or disclosure of log-in details or passwords.

6.5 The Permitted Users acknowledge and agree to:

(a) provide us with such access, facilities, information, cooperation and assistance that we reasonably require in order for us to provide the Services and properly perform our obligations under these Terms;

(b) comply with our directions and restrictions regarding access to and use of the Services, including, where applicable, any instructions to remove any Content from the Services;

(c) immediately on our written request cease any use of the Services that, in our opinion, does not constitute acceptable use; and

(d) where any Permitted Users become aware of any actual or potential misuse of the Services, notify us in writing as soon as reasonably possible.

6.6 The Permitted Users are responsible for determining that the Services meet the needs of The Permitted Users business and are suitable for the purposes for which the Services are to be used. We accept no responsibility or liability in relation to your decision to use the Services.

6.7 Clear21 reserves the right to monitor use of the Service and Content, only as necessary to ensure compliance with these Terms and applicable laws. Monitoring will be conducted in accordance with Clear21’s Privacy Policy, and only to the extent necessary to protect our users and maintain the integrity of the Services.

7. INTELLECTUAL PROPERTY

7.1 Except as expressly provided in these Terms, nothing in the Agreement assigns ownership in, or otherwise grants any rights to the Permitted Users in, any Intellectual Property.

7.2 The Permitted Users acknowledge and agree that, as between you and us, we remain the absolute legal and beneficial owner of (or, as applicable, licensee over) all Intellectual Property in the Software, the Services, and anything else supplied or made available by us under these Terms.

7.3 Without limiting paragraph 7.2, any:

(a) Intellectual Property developed by us; and

(b) updates or improvements to the Software or Services,

immediately and directly vest in us upon creation and will form part of our Intellectual Property.

7.4 The Permitted Users acknowledge and agree that:

(a) The Permitted Users have no ownership rights, title or interest in or to our Intellectual Property, and agree not to dispute our ownership of the same; and

(b) the Software contains certain open-source software, and that, subject to our obligation to perform with reasonable skill and care, we have no liability for any loss or underperformance to the extent that it is caused by any open-source software.

7.5 To the extent permitted by applicable laws, The Permitted Users grant Clear21 a worldwide, transferable, sublicensable, irrevocable, royalty-free, non-exclusive licence to store, host, use, copy and modify any Content which is provided by the Permitted Users through the use of the Services, including Intellectual Property in such Content. We will treat such Content in accordance with these Terms. The Permitted Users retains ownership of Personal Data and Customer Data provided to and processed through the use of the Services. The Permitted Users have the right to access, correct, or request deletion of provided data in accordance with our Privacy Policy. Clear21 will comply with any such request to the extent required by applicable law.

7.6 If we receive feedback or ideas about the Services, whether through our website or otherwise (‘Feedback’), the Permitted Users acknowledge and agree that:

(a) we may use such Feedback for our commercial purposes without any compensation including without limitation for development and improvement of the Services; and

(b) Clear21 has an exclusive, perpetual, worldwide, transferable, sublicensable, irrevocable, royalty-free licence to store, host, use, copy and modify the Feedback (including Intellectual Property in the Feedback) provided to Clear21 in any way.

7.7 Clear21 may use data from the Service on an anonymized and aggregated basis for the purpose of analytics, improving Services, or generating statistical insights. Any such use will comply with New Zealand data protection laws.

7.8 The Permitted Users must do all acts and things necessary to give effect to this paragraph 7.

8. CONFIDENTIALITY

8.1 In these Terms:

‘Confidential Information’ means any information or material – in any form and whether or not designated as confidential – disclosed directly or indirectly, and by any means, by one party to the other, and relating to;

(i) the content of this Agreement,

(ii) (where we are the Discloser) the Software or the Services, or

(iii) the Discloser’s Intellectual Property, customers, partners, contacts, suppliers, services, products, finances, operations, processes, formulae, plans, strategy, market opportunities, customer lists, and commercial relationships.

In all cases:

(a) it includes material or information containing, or that was created or derived by or on behalf of the Recipient from, the information referred to above;

(b) any non-public information about Clear21 or its users that could reasonably be expected to be confidential; and

(c) it does not include information or material that:

i) was lawfully known by the Recipient prior to disclosure by or on behalf of the Discloser;

ii) was disclosed to the Recipient at any time by a third party who had not disclosed it in breach of an obligation of confidentiality owed to the Discloser or to another third party;

iii) at the time of disclosure was, or subsequently becomes, publicly available, other than through any breach of this agreement by the Recipient; or

iv) has been agreed by the Discloser in writing as being excluded from the ambit of Confidential Information.

‘Discloser’ means a party disclosing Confidential Information, directly or indirectly, to the Recipient.

‘Recipient’ means a party who receives Confidential Information, directly or indirectly, from the Discloser.

8.2 Except as otherwise permitted by these Terms, the Recipient must, in relation to the Confidential Information of the Discloser:

(a) only use the Confidential Information for the purposes of exercising its rights and performing its obligations under these Terms;

(b) keep the Confidential Information confidential, and only disclose the Confidential Information:

(i) to its officers, employees, agents, contractors and subcontractors (‘Personnel’), who have a need to know for the purposes of fulfilling the Recipient’s obligations under these Terms;

(ii) to its professional advisors, for the purpose of being advised in relation to the Agreement, provided that such advisors are subject to undertakings of confidentiality;

(iii) to the extent permitted under these Terms, or as required by any law or order of any court, governmental agency or body having the power to compel disclosure;

(iv) (where Clear21 is the Recipient) to any organisations in the same group of companies; or

(v) with the prior written consent of the Discloser;

(c) ensure that its relevant Personnel, subcontractors and group companies are made aware of and are bound in writing by the duty of confidence that is owed by the Recipient; and

(d) on discovery of any breach of this paragraph 8 by the Recipient or any person in possession of Confidential Information through the Recipient, immediately notify the Discloser of such breach and co-operate with the Discloser in every reasonable way to help the Discloser regain possession of the Confidential Information and prevent its further unauthorised use or disclosure.

8.3 The Permitted Users acknowledge and agree that the Platform interoperates with the iBodyshop platform and Clear21 Assessing platform owned and operated by the DNS Technology Group. The Permitted Users further agree that Authorised Repairers, Dealer OEMs, Sellers details, such as; company identification, company name, postcode, phone and email address will be listed within iBodyshop. The details will be visible and usable by registered users of iBodyshop and a subset of data by Authorised Insurers. These details will not be generally available to be viewed by persons that are not registered users of iBodyshop or Authorised Insurers.

8.4 Pricing information. Authorised Repairers, Dealer OEMs, Sellers acknowledge and agree that:

(i) their identity will be visible to Authorised Repairers and Authorised Insurer via the Services;

(ii) as part of the onboarding process, the Service provides the Authorised Repairers, Dealer OEMs, Sellers with the option to select whether they are an OEM Supplier or Seller in respect of the use of the Services and provision of Pricing Information; and

(iii) Authorised Repairers, Dealer OEMs, Sellers are responsible for Pricing Information and any other information submitted to the Services, including for its legality and accuracy.

9. PRIVACY

9.1 ‘Personal Data’ is as described in the New Zealand Privacy Act 2020

9.2 Authorised Repairers, Dealer OEMs, Sellers and all Permitted Users undertake to comply with all applicable laws governing the protection of Personal Data. Both Clear21 and Permitted Users will comply with all applicable privacy laws in New Zealand under the New Zealand Privacy Act 2020.

9.3 The Permitted Users warrant that they will have a lawful basis (and, where required, a special category condition) for all Personal Data that is uploaded using the Services and for all other Personal Data that is provided to us pursuant to this Agreement.

9.4 Our collection, use, and disclosure of Personal Data are governed by our Privacy Policy. This Privacy Policy outlines our practices in compliance with the New Zealand Privacy Act 2020 and should be read in conjunction with these Terms. We may update our Privacy Policy from time to time to reflect changes in our practices or legal obligations. If any update materially impacts your rights, we will notify you via email or through the Services and seek your consent, if required. The updated Privacy Policy will be available on our website at www.repairconnection.com. Continued use of the Services indicates acceptance of any updates.

9.5 Where we act as a processor on behalf of the Permitted Users (typically in your day-to-day input of information into the Software), our processing will be carried out in accordance with these Terms. The Software includes functions that are performed on our behalf by another of our group companies, and also by certain external partners, whose details are available upon request.

9.6 Each party including all Permitted Users will implement reasonable technical and organisational measures to protect against the misuse, loss or unauthorised disclosure of any Personal Data that is collected or received by a party under these Terms. Such measures must be in accordance with generally accepted industry practice and in any event must be at least as protective as the measures adopted by a party to protect its own data of a similar nature or importance. Clear21 is committed to implementing industry-standard security measures to protect Personal Data from unauthorised access, misuse, and loss. In the event of any data breach involving Personal Data, we will promptly notify the parties as required under the New Zealand Privacy Act 2020 and will take all reasonable steps to mitigate any harm.

International transfers

-Controller to controller

9.7 Personal Data may be transferred outside of New Zealand for processing by Clear21 or our affiliates and third-party service providers. We will take all reasonable steps to ensure that any overseas recipient complies with privacy obligations that are substantially similar to those required under the New Zealand Privacy Act 2020.

9.8 By using our services, the Permitted Users consent to the transfer of your Personal Data outside of New Zealand, where necessary, to provide our Services. If your Personal Data is transferred internationally, we will implement safeguards such as contractual agreements to ensure its protection.

-Controller to processor

9.9 Where we fulfil the function of processor as described in clause 9.5, this will involve the transfer of data to sub-processors based outside of New Zealand. In respect of this, we confirm that the transfer of data, will comply with all applicable privacy laws in New Zealand between us and our sub-processors to enable the lawful transfer.

10. CUSTOMER DATA

General

10.1 We acknowledge that (‘Customer Data’) is owned by the relevant Permitted Users

10.2 The Permitted Users are responsible for the accuracy, quality and legality of Customer Data, and we accept no liability for the content of Customer Data. Upon termination of your account Clear21 will maintain your data pursuant to the applicable privacy laws.

11. PERMITTED DISCLOSURES

11.1 The Permitted Users acknowledge and agree that in order to manage the account, we may provide access information and account data (including any Personal Data) to:

(a) The Permitted Users employee or agent who is identified in the registration data as the current system administrator for the instance or account (‘Current Administrator’); and

(b) such other employees or agents whom The Permitted Users designate to us in writing for administration purposes.

11.2 Any other person The Permitted Users identified as an authorised user of the Services will have access to the account data, subject to any access permissions that the Current Administrator have assigned to them.

12. SERVICES USE, STORAGE AND ACCESS

12.1 We will maintain robust security controls over the Services, Customer Data and Content in compliance with our Security Policy. Our security practices are in line with industry standards and designed to protect against unauthorized access and misuse of data.

12.2 Notwithstanding paragraph 12.1, we may, in our sole discretion and with reasonable notice to the parties (via publication on the Services site or by email), revise, update, or otherwise modify the Services and establish or change limits concerning use of the Services, temporarily or permanently, including but not limited to:

(a) the amount of storage space available on the Services at any time, and

(b) the number of times (and the maximum duration for which) Permitted Users may access the Services in a certain period of time.

12.3 We may make changes referred to in paragraph 12.2 effective immediately to maintain the security of the Services or of users access information or to comply with any laws, and we will provide written notice within 30 days of such change.

12.4 Permitted Users continued use of the Services constitutes agreement to the changes referred to in this paragraph 12.

12.5 We may, from time to time, perform maintenance on the Software resulting in interrupted service, delays or errors in the Services. We will provide prior notice of scheduled maintenance but cannot guarantee that notice will be provided for any unscheduled maintenance.

13. WARRANTIES

13.1 All parties represent and warrants to the other parties that:

(a) it is duly authorised to enter into the Agreement; and

(b) it has obtained all relevant licences, permissions, authorisations, consents and approvals required to perform its obligations under the Agreement.

14. LIMITATION OF LIABILITY AND INDEMNITY

14.1 To the maximum extent permitted by law, and except as otherwise expressly set out in these Terms

(a) all express or implied guarantees, warranties or representations, other than those set out in these Terms, are excluded save for those which cannot be excluded under the Fair Trading Act 1986; and

(b) the Services are provided to you on an ‘as is’ basis.

14.2 We do not warrant that:

(a) the Services will be error-free, free from viruses, or operate without interruption (including as a result of interference or prevention of access to the Services as a result of the operation of public telephone services, computer networks and/or the internet);

(b) external or third-party systems will always be functional; or

(c) the Services will meet the particular requirements of a Permitted Users business.

14.3 Clear21’s liability is limited to resupply of the Services.

14.4 Subject to paragraph 14.3, Clear21 will not be liable for any indirect or consequential loss or damage suffered or incurred by Permitted Users in any way which arises from the Subscription or use of the Services.

14.5 The Permitted Users acknowledge and agree to indemnify Clear21 against any losses arising from a breach of these Terms, provided that such losses are not contributed to by Clear21’s negligence or failure to comply with applicable laws.

15. CANCELLATION OF SUBSCRIPTION

15.1 Permitted Users, Authorised Insurer or Subscription Signatory as relevant can cancel the Subscription at any time pursuant to the terms of the Subscription Plan by providing at least 7 days’ written notice to us.

15.2 We can cancel your Subscription at any time by providing at least 7 days’ written notice to you.

15.3 If cancelled under paragraph 15.1 or 15.2, the Subscription will end at the conclusion of the then-current Subscription Period. If cancelled less than 7 days before the end of the current Subscription Period, it will roll into a new Subscription Period and then end following this.

15.4 If the Subscription is cancelled mid-term your Subscription will continue until the end of the billing cycle.

Upon your cancellation of the Services and with effect from the end of the last Subscription Period:

(a) access to the Services will cease;

(b) this Agreement will automatically terminate; and

(c) you will not be entitled to any refund of Subscription Fees.

16. TERMINATION

16.1 We may, in our sole discretion and without liability for termination, suspend or terminate this Agreement immediately on notice to the Permitted Users if you materially breach this Agreement, save that where we believe that the breach is remediable, we will first give 7 days in which to remedy the breach before terminating it. For non-payment, we will provide at least 7 days’ notice before suspending the account, during which time you may rectify the non-payment.

16.2 Upon cancellation or termination, the Permitted Users must immediately cease accessing or using the Services, and the signatory of the Subscription Plan remains liable to pay all sums due to the date of cancellation or termination.

16.3 We may terminate a free or trial account at any time and in our sole discretion.

16.4 We may terminate this Agreement at any time if a Permitted User becomes insolvent or unable to pay their debts as they fall due, cease to trade or threaten to cease to trade.

16.5 Any provision of these Terms that either explicitly or by implication survives termination will do so.

17. OTHER PROVISIONS

17.1 This Agreement is governed by the laws of the jurisdiction of New Zealand.

17.2 This Agreement, including the Subscription Plan, constitutes the entire agreement between the Permitted Users, Authorised Insurer, Subscription Signatory and us and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter.

17.3 If any provision of these Terms is found to be invalid or unenforceable, it will to the extent required be deemed not to form part of them, without affecting the remainder of these Terms.

17.4 The Permitted Users, Authorised Insurer or Subscription Signatory may not assign, transfer or subcontract any of rights or obligations in these Terms to any third party without our written approval. We may assign, transfer or subcontract any rights or obligations under these Terms without your consent.

17.5 No person other than parties to this Agreement has a right to enforce any term of this Agreement.

18. BETA FEATURES

18.1 From time to time, we may include new or updated beta features (‘Beta Features’) in the Services for trial use, for which fees may apply.

18.2 The Permitted Users acknowledge and agree that:

(a) The Permitted Users use of any Beta Features is voluntary, and we are not obliged to provide you with any Beta Features;

(b) once the Beta Feature is used, it may not be possible to revert to the earlier non-beta version of the same or similar feature; and

(c) if such reversion is possible, data created within the Beta Feature may not be able to return or restored back to the earlier non-beta version.

18.3 The Beta Features are provided on an ‘as is’ basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information from any connected device.

19. SOCIAL MEDIA SITES

19.1 We may provide forums on social media platforms such as Facebook, X and LinkedIn etc. that enable online sharing and collaboration among users who have registered to use such platforms.

19.2 Any content the Permitted Users post or any Personal Data that the Permitted Users make available on these platforms is subject to the terms of use and privacy policies of those platforms.

20. THIRD-PARTY PRODUCTS AND SERVICES

20.1 We may:

(a) advise of third-party products or services, including via the Services; or

(b) provide access or links to third-party websites.

20.2 If a Permitted User decides to use any third-party products or websites, it is solely the responsibility of the Permitted User for this. Permitted User should review the separate product terms, website terms and privacy policies of the relevant third parties. We are not liable for any damages, claims or liabilities arising in relation to third-party products, services and websites.