Terms and licence agreement

Last updated: 8 September 2026

Published: 8 September 2026

This page contains two separate documents. The first is the terms of use for the website at gwaith.co.nz. The second is the End User Licence Agreement for software developed and operated by GWAITH DEVELOPMENT LIMITED, which applies only if you install or use that software.

Website terms of use

These terms of use govern your access to and use of the website at gwaith.co.nz. By using this website you accept them. If you do not accept them, do not use the website.

Information only. The content of this website is provided for general information only. It may be changed or withdrawn at any time without notice. It is provided without warranty of any kind, express or implied, to the maximum extent permitted by law. Gwaith Development Limited does not represent that the content of this website is complete, current, accurate, or free of error, and nothing on this website constitutes professional advice or an offer to contract.

Ownership. Gwaith Development Limited owns this website and all content on it, including the text, graphics, logos, images, layout, and code, or uses that content under licence. You may view this website and print or download pages for your own information. You may not otherwise reproduce, republish, distribute, or commercially exploit any part of this website without the prior written consent of Gwaith Development Limited.

Third-party links. This website may link to websites operated by third parties. Those links are provided for convenience only and are not an endorsement, recommendation, or approval of the linked website, its operator, or its content. Gwaith Development Limited has no control over and accepts no responsibility for the content, availability, or practices of any third-party website.

Limitation of liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO CLAUSE 10.5 BELOW, WHICH APPLIES TO THIS PARAGRAPH AS IT APPLIES TO THE AGREEMENT, GWAITH DEVELOPMENT LIMITED IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL LOSS, OR FOR ANY LOSS OF PROFIT, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF THIS WEBSITE, AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, GWAITH DEVELOPMENT LIMITED ACCEPTS NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF THIS WEBSITE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), EQUITY, OR OTHERWISE. THIS PARAGRAPH APPLIES TO THE WEBSITE ONLY. THE LIMITATION IN CLAUSE 11.2 APPLIES TO THE AGREEMENT.

Governing law. Your use of this website is governed by the laws of New Zealand, and you submit to the non-exclusive jurisdiction of the courts of New Zealand in relation to it.

Relationship to the licence agreement. The remainder of this page is the End User Licence Agreement for Gwaith software. That is a separate matter from your use of this website. Using this website does not grant you any licence to install or use the software, and the End User Licence Agreement applies only where you install, access, or otherwise use the software.

End user licence agreement

IMPORTANT: PLEASE READ THIS LICENCE CAREFULLY BEFORE INSTALLING, ACCESSING, OR USING THE SOFTWARE.

WARNING: By installing, copying, accessing, or otherwise using the Software, you agree that this End User Licence Agreement ("EULA" or "Agreement") is a legally binding and valid contract and agree to be bound by it. You agree to abide by the intellectual property laws and all the terms and conditions of this Agreement.

Unless you have a separate licence agreement signed by GWAITH DEVELOPMENT LIMITED, your use of the Software indicates your acceptance of this licence agreement and warranty.

If you do not agree to be bound by this Agreement, do not install, access, or use the Software and, if applicable, promptly contact your Reseller to arrange for its removal and any applicable refund.

This Agreement applies from the Effective Date defined in clause 1.12.

1. Definitions

In this Agreement, unless the context requires otherwise:

1.1 "Gwaith Software" or "the Software" means the software developed and provided by the Licensor and the entirety of its associated ecosystem, including but not limited to:

the Gwaith API and all server-side components through which the applications described below communicate;
desktop applications provided by the Licensor;
web-based portals, interfaces, and dashboards provided by the Licensor (such as organisation management portals, document processing portals, and any other web-based administration or operational interfaces);
progressive web applications (PWAs) and mobile applications provided by the Licensor;
all associated files, libraries, modules, and documentation provided by the Licensor;
any additional web-based or client-side components that interface with the Gwaith API, as released by the Licensor from time to time; and
any Upgrades, Updates, or Fixes to any of the foregoing provided under this Agreement.

References to the Software in this Agreement apply equally to all of its components unless a provision expressly states otherwise.

1.2 "Licensor" or "Gwaith" or "we" or "us" or "our" means GWAITH DEVELOPMENT LIMITED, a company duly registered in New Zealand, NZBN 9429053840806, whose principal place of business is Mosgiel, New Zealand.

1.3 "Licensee" or "you" or "your" means the individual, business entity, or organisation that has acquired a licence to use the Software and has agreed to be bound by this Agreement.

1.4 "Reseller" means an entity authorised by the Licensor to distribute, license, and support the Software, and through which the Licensee has acquired its licence to use the Software.

1.5 "Third-Party System" means any third-party software product, platform, database, or service with which the Software is designed to interface, including the RFMS ERP system, Xero, and MYOB. A Third-Party System is not a product of the Licensor and is subject to its own separate terms and conditions.

1.6 "RFMS Database" means a single instance of the database associated with the RFMS ERP system, a third-party software product developed and owned by RFMS Incorporated (a member of the Cyncly group of companies). The RFMS ERP system and the RFMS Database are not products of the Licensor and are subject to their own separate terms and conditions.

1.7 "API Key" means the unique key that connects a licence to a specific instance of a Third-Party System, such as a single RFMS Database, enabling the Software to interface with that system for that instance. The API Key may be issued by the operator of the Third-Party System or by the Licensor, depending on the configuration.

1.8 "Server" means any computer, virtual machine, or hosted environment owned, leased, or operated by or on behalf of the Licensee on which the Software and/or a Third-Party System is installed or accessed.

1.9 "Workstation" means any desktop computer, laptop, terminal, tablet, mobile phone, or other end-user device from which an authorised user accesses the Software.

1.10 "Gwaith API" means the application programming interface provided by the Licensor through which components of the Software communicate with the Licensor's servers for the purposes of authentication, licensing, feature allocation, and the provision of services.

1.11 "RFMS API" means the application programming interface provided by RFMS Incorporated through which the Software interfaces with the RFMS ERP system and an RFMS Database. The RFMS API is a third-party service and is not owned, operated, or controlled by the Licensor.

1.12 "Effective Date" means the date on which the Licensee first installs, accesses, or otherwise uses the Software, or accepts this Agreement, whichever occurs first.

1.13 "Upgrade" means a material amendment to the Software which contains new features and/or major improvements, such as additional reports or new functional modules.

1.14 "Update" means a minor amendment to the Software which may contain new features or minor improvements to existing functionality.

1.15 "Fix" means a minor amendment to the Software intended to remove bugs or correct defects which impair the Software's functionality.

2. Third-party software and services

2.1 The Software is designed to interface with the RFMS ERP system, which is a third-party software product developed, owned, and maintained by RFMS Incorporated, a member of the Cyncly group of companies ("RFMS Inc"). The RFMS ERP system, the RFMS database schema, and the RFMS API are the property of RFMS Inc and are subject to their own separate licence terms, conditions, and policies. Nothing in this Agreement grants the Licensee any rights in respect of the RFMS ERP system, an RFMS Database, or the RFMS API. The same applies to every other Third-Party System with which the Software interfaces.

2.2 Gwaith Development Limited is an independent company. It is not a subsidiary, division, or affiliate of, and is not endorsed by, RFMS Incorporated, Cyncly (Consilio Midco Limited), Xero Limited, MYOB NZ Limited, or any of their affiliated companies. Where the Software integrates with a Third-Party System, it does so through that party's published application programming interface under the applicable developer agreement, and nothing in that arrangement is to be read as a partnership, endorsement, or joint venture. All product names, brand names, and trademarks referred to in this Agreement or in the Software are the property of their respective owners and are used only to identify the systems concerned. For the avoidance of doubt, RFMS Australasia Limited, a reseller partner of Gwaith Development Limited, is a separate company from RFMS Incorporated and the Cyncly group of companies, and the statement of non-affiliation in this clause concerns RFMS Incorporated and the Cyncly group of companies, not RFMS Australasia Limited.

2.3 The Licensee acknowledges that:

A valid licence for each Third-Party System with which the Licensee uses the Software, obtained separately from the operator of that system or its authorised distributor, together with access to the relevant account or database, is a prerequisite for the use of Software features that interface with that system. Obtaining and maintaining that licence is the Licensee's responsibility and is separate from this Agreement;
The Licensor has no control over and assumes no responsibility for the availability, performance, security, or functionality of any Third-Party System or its application programming interface;
Any changes, updates, discontinuations, or failures of a Third-Party System or its application programming interface by the operator of that system are outside the control of the Licensor, and the Licensor shall not be liable for any loss or damage arising from such changes;
The Licensee is responsible for ensuring that it holds all necessary licences and authorisations for each Third-Party System independently of this Agreement.

2.4 Subprocessors engaged by the Licensor. Separately from the Third-Party Systems addressed in clauses 2.1 to 2.3, which the Licensee licenses independently from their operators, the Licensor engages its own subprocessors to provide the Software, including cloud hosting, email delivery, and artificial intelligence services. Those subprocessors are engaged by the Licensor and not by the Licensee, and clauses 2.1 to 2.3 do not apply to them. Subject to the limitations set out in Section 11 and to clause 10.5, the Licensor remains responsible for the acts and omissions of its subprocessors in their provision of the Software to the same extent as if those acts and omissions were the Licensor's own. Its cloud hosting, email delivery, and artificial intelligence subprocessors, and the purpose for which each is engaged, are listed in section 7 of the Licensor's privacy policy at gwaith.co.nz/privacy.

3. Licence grant

3.1 Grant. Subject to the terms of this Agreement, GWAITH DEVELOPMENT LIMITED grants to the Licensee a limited, non-exclusive, non-assignable, non-transferable licence, without the right to sublicense, to use the Software in accordance with this Agreement and any other written agreement with the Licensor. This licence is not a sale. The Licensor does not transfer title or ownership of the Software to the Licensee.

3.2 Permitted use. The Licensee may use the Software for the purpose of:

Installing and running the Software on the Licensee's Servers and Workstations;
Allowing the Licensee's employees and authorised third parties to run the Software on the Licensee's Servers and Workstations;
Publishing or distributing output generated by the Software (such as exported spreadsheets or reports) to the Licensee and/or authorised third parties (such as an accountant or auditor).

3.3 Duration. This licence is granted for as long as the Licensee remains in compliance with all terms of this Agreement, including payment of any applicable fees to its Reseller. Where the Licensee has entered into a subscription arrangement, the licence remains in effect only while the subscription is current and all fees are paid.

3.4 Non-assignable and non-transferable. The Licensee may not assign, transfer, sublicense, or delegate any rights or obligations under this licence to any third party without the prior written consent of the Licensor.

3.5 Commercial use. The Software may be used in a commercial environment to create reports for the use of the Licensee or third parties designated by the Licensee. However, the resale, redistribution, or commercial exploitation of the Software itself, and/or the sale of any report, document, or other output generated via the Software as a standalone product or service, is strictly prohibited.

3.6 Installation consent. By proceeding with the installation of the Software, the individual performing the installation represents and warrants that they are duly authorised to accept this Agreement on behalf of the Licensee. The installer's acceptance of this Agreement during the installation process binds the Licensee and all of its authorised users to the terms of this Agreement. If the individual performing the installation is not authorised to accept these terms on behalf of the Licensee, they must not proceed with the installation.

3.7 Acceptance by access or use. Several components of the Software are not installed by the Licensee. By accessing or using any web-based portal, interface, or dashboard, any progressive web application, any mobile application, or the Gwaith API, the individual doing so accepts this Agreement on behalf of the Licensee, whether or not any component of the Software has been installed and whether or not the Licensee was provisioned by a Reseller. The individual accessing or using those components on behalf of an organisation represents and warrants that they are duly authorised to accept this Agreement on behalf of that organisation, and that acceptance binds the Licensee and all of its authorised users to the terms of this Agreement. If the individual is not authorised to accept these terms on behalf of the Licensee, they must not access or use those components.

4. The reseller relationship

4.1 Commercial relationship. The Software is distributed through Resellers. The Licensee's commercial relationship, including fees, payment terms, invoicing, provisioning, and first-line support, is with its Reseller and is governed by the agreement between the Licensee and that Reseller.

4.2 Scope of this Agreement. This Agreement governs the licence to use the Software and is between the Licensee and GWAITH DEVELOPMENT LIMITED. It is not an agreement with the Reseller, and the Reseller is not a party to it.

4.3 Conflict. Where an agreement between the Licensee and its Reseller conflicts with this Agreement on the scope of the licence, intellectual property, or permitted use of the Software, this Agreement prevails to the extent of the conflict. This clause governs the Licensee's licence to use the Software only. It does not affect any right that a Reseller holds under its separate agreement with the Licensor, including any right to distribute, sublicense, or support the Software, and clauses 3.5 and 5.3 are not to be read as limiting those rights.

4.4 No direct invoicing. The Licensor does not invoice the Licensee directly for the Software. The Licensor is not responsible for the fees, payment terms, billing arrangements, or refunds agreed between the Licensee and its Reseller, and any question about those matters must be directed to the Reseller.

4.5 Suspension and revocation. The Licensor may suspend, revoke, or disable a licence, or any licence key or API Key issued under it, upon written notice from the Reseller that applicable fees have not been paid, or upon breach of this Agreement. Suspension or revocation will result in the Licensee's inability to access the Software. The Licensor may rely on such a written notice from the Reseller without further inquiry into the matters stated in it, and is not liable to the Licensee for suspending, revoking, or disabling a licence, licence key, or API Key in good faith reliance on such a notice.

4.6 Survival of financial obligations. All financial obligations incurred by the Licensee in respect of the Software, whether owed to a Reseller or to the Licensor, shall survive the expiration or termination of this Agreement.

4.7 No Reseller authority. No Reseller is authorised to make any representation, warranty, or commitment on behalf of the Licensor, or to vary, waive, or extend any term of this Agreement.

5. Use restrictions

5.1 The Licensee shall use the Software in compliance with all applicable laws and regulations in the jurisdictions where it operates and shall not use the Software for any unlawful purpose.

5.2 Licensing scope. Each licence is granted at the organisation level and entitles the Licensee to access the Software in connection with the Licensee's organisation as configured by the Licensor.

Third-Party System integration. Where the Software interfaces with a Third-Party System, it does so through a unique API Key that is specific to a single instance of that system, such as a single RFMS Database. Each instance to which the Software is connected requires its own API Key and a corresponding licence, unless otherwise agreed in writing between the Licensor and the Licensee.
Multiple instances. If the Licensee operates or is affiliated with multiple instances of a Third-Party System (whether due to separate legal entities, archival databases, or otherwise), a separate licence must be granted for each instance unless otherwise agreed in writing between the Licensor and the Licensee.
Multi-instance user access. Where a user requires access to Software functionality across multiple licensed instances, a separate user account must be created for each instance. Each such user account is subject to the terms of this Agreement and the applicable licence for that instance.
Web portals and ecosystem access. Access to web-based components of the Software (such as organisation management portals, document processing portals, and progressive web applications) is governed by the Licensee's organisation-level licence and is not separately restricted on a per-instance basis, except to the extent that a specific function requires interaction with a particular instance of a Third-Party System.

5.3 Prohibited distribution. The assignment, sublicence, networking, sale, or distribution of copies of the Software is strictly forbidden without the prior written consent of the Licensor. It is a violation of this Agreement to assign, sell, share, loan, rent, lease, borrow, network, or transfer the use of the Software. If any person other than an authorised user uses a copy of the Software registered in the name of the Licensee, regardless of whether it is at the same time or different times, then this Agreement is being violated and the Licensee bears responsibility for that violation.

6. Intellectual property and reverse engineering

6.1 Ownership. The Software contains copyrighted material, trade secrets, and other proprietary material. GWAITH DEVELOPMENT LIMITED retains sole and exclusive ownership of all rights, title, and interest in and to the Software and all intellectual property rights relating thereto, including but not limited to copyrights, patents, trademarks, trade secrets, and any derivative works. Copyright law and international copyright treaty provisions protect all parts of the Software. No program, code, part, image, text, or other component may be copied or used in any way by the Licensee except as expressly permitted within the bounds of this Agreement.

6.2 Reverse engineering prohibition. The Licensee shall not, and shall not attempt to, directly or indirectly:

modify, adapt, alter, translate, or create derivative works based upon the Software in whole or in part;
reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code, object code, algorithms, data structures, or underlying ideas of the Software;
extract, reconstruct, or deduce the SQL code, database queries, stored procedures, or any other database logic employed by the Software;
intercept, monitor, log, or analyse network traffic, API calls, or communications between the Software and any server or service for the purpose of extracting, replicating, or reverse engineering business logic, data structures, or proprietary methods;
circumvent, disable, or interfere with any protection, licensing, authentication, or security mechanism within the Software;
use any automated tools, scripts, or processes to extract data, functionality, or logic from the Software beyond what is provided through its intended user interface and outputs;
reconstruct or derive the Software's business logic through systematic observation, testing, or analysis of its inputs and outputs.

6.3 Trademarks. The Licensor's name, logo, and graphics that represent the Software shall not be used by the Licensee in any way without the prior written consent of the Licensor, except as reasonably necessary to identify the Licensee's use of the Software in the ordinary course of business.

6.4 All rights not expressly granted to the Licensee in this Agreement are reserved by GWAITH DEVELOPMENT LIMITED.

7. Data collection and privacy

7.1 API and data processing. The Software communicates with servers operated by or on behalf of the Licensor via the Gwaith API for the purposes of:

Authentication and user account management;
Licence validation and feature allocation;
Providing services requested by the Licensee through the Software, which may require the temporary processing and transmission of the Licensee's business data (such as inventory data for warehouse stocktake functions, or reporting data for report generation functions).

7.2 Data storage and retention. This clause describes data held by the Licensor in deployments the Licensor hosts; where the Software is deployed on infrastructure that the Licensee owns or controls, retention of data on that infrastructure is the Licensee's responsibility. The Licensor stores the following categories of data:

Organisation information: company name, contact details (phone, email, address), and licensing data. This data is maintained for the duration of the business relationship and as required by law.
User account information: name, user identifier (which may or may not be a valid email address), and assigned role. This data is maintained for the duration of the user's account.
Transient service data: business data transmitted to or processed by the Gwaith API in the course of providing services (such as inventory or reporting data) is retained only for as long as necessary to deliver the requested service and is then deleted, except as provided in Section 8 in respect of data associated with artificial intelligence features.
Diagnostic logs: API request and response traffic is logged for the purposes of debugging and support. These logs are automatically purged on a regular cycle. No authentication credentials, passwords, or session tokens are captured in these logs.

7.3 Security. The Licensor employs industry-standard security measures to protect data transmitted to and stored on its servers, including SSL/TLS encryption, security certificates, and organisational access controls. All API access is scoped to the Licensee's organisation, such that authorised users may only access data belonging to their own organisation.

7.4 Infrastructure. Where the Software is deployed in an environment hosted by the Licensor, Licensee data is processed and stored using cloud resources provided by Microsoft Azure. The Licensor selects its infrastructure providers with regard to their security certifications and compliance standards. Where the Software is deployed on infrastructure that the Licensee owns or controls, whether self-hosted or on-premises, the Licensee is responsible for that infrastructure, for its security, and for the data held on it.

7.5 Privacy policy. The collection, use, disclosure, and protection of personal information is further governed by the Licensor's privacy policy, available at gwaith.co.nz/privacy. By using the Software, the Licensee acknowledges and agrees to the collection and processing of data as described in this Section 7 and in that privacy policy.

7.6 The Licensee is responsible for ensuring that it has obtained all necessary consents from its employees, contractors, and other individuals whose personal information may be transmitted to the Licensor through the Licensee's use of the Software.

7.7 Third-party data processing. Where the Software interfaces with a Third-Party System, data may be transmitted to and processed by systems operated by the operator of that system, including RFMS Incorporated in the case of the RFMS API. Such data transmission is subject to the privacy policies and terms of service of that operator, which are separate from those of the Licensor. The Licensor is not responsible for how the operator of a Third-Party System collects, uses, stores, or processes data transmitted to it.

8. Artificial intelligence features

8.1 Certain features of the Software use artificial intelligence services. Those services are operated within Microsoft Azure, using resources provisioned to and controlled by the Licensor.

8.2 Output produced by those features is generated by automated systems. It may be incomplete, inaccurate, or incorrect, and it may vary between requests made on the same data.

8.3 The Licensee is responsible for reviewing and verifying all output generated by an artificial intelligence feature before relying on it or acting on it. Such output is not professional advice, and the Licensee must not treat it as accounting, financial, legal, tax, or other professional advice. The Licensee remains responsible for its own business decisions and for the accuracy of its own records.

8.4 The Licensee's data is not used to train models. No data submitted to or processed by an artificial intelligence feature is used to train, fine-tune, or otherwise adjust any model, and it is not made available to any third party for that purpose.

8.5 The retention and deletion of data associated with artificial intelligence features, including conversations and uploaded documents, is governed by the Licensor's privacy policy at gwaith.co.nz/privacy.

9. Term and termination

9.1 Term. This Agreement is effective from the Effective Date and continues until terminated in accordance with this Section 9.

9.2 Termination by Licensor. GWAITH DEVELOPMENT LIMITED may terminate this Agreement, including the Licensee's licence, immediately upon written notice if the Licensee:

becomes insolvent or otherwise enters into any liquidation, receivership, administration, or bankruptcy process;
exports the Software to any jurisdiction where the Licensor may not enforce its rights under this Agreement;
is in breach of any term or condition of this Agreement and fails to cure such breach within fourteen (14) days of receiving written notice of the breach;
is in breach of any of the terms of Sections 5 or 6 of this Agreement (such breach being deemed incurable);
otherwise enters into any arrangement that causes or would cause the Licensor to be unable to enforce its rights under this Agreement.

9.3 Licence revocation. GWAITH DEVELOPMENT LIMITED may revoke or disable the Licensee's licence upon breach of this Agreement, or upon written notice from the Reseller that applicable fees have not been paid, which will result in the Licensee's inability to access the Software. The Licensor may rely on such a written notice from the Reseller without further inquiry into the matters stated in it, and is not liable to the Licensee for revoking or disabling a licence in good faith reliance on such a notice.

9.4 Effect of termination. Upon termination of this Agreement:

All rights granted to the Licensee under this Agreement shall immediately cease;
The Licensee shall immediately cease all use of the Software and destroy or delete all copies of the Software in its possession or control;
Sections 1, 2, 4.6, 6, 7, 10, 11, 12, and 15 shall survive termination.

10. Disclaimer of warranties

10.1 THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GWAITH DEVELOPMENT LIMITED EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

10.2 GWAITH DEVELOPMENT LIMITED DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, FREE OF DEFECTS OR HARMFUL CODE, OR THAT IT WILL MEET THE LICENSEE'S REQUIREMENTS OR EXPECTATIONS.

10.3 THE LICENSEE ACKNOWLEDGES THAT IT USES THE SOFTWARE AT ITS OWN RISK AND ASSUMES ALL RESPONSIBILITY FOR THE SELECTION OF THE SOFTWARE TO ACHIEVE THE LICENSEE'S INTENDED RESULTS AND FOR THE INSTALLATION, USE, AND RESULTS OBTAINED FROM THE SOFTWARE.

10.4 THIS DISCLAIMER APPLIES TO ALL FILES, REPORTS, DOCUMENTS, AND OTHER OUTPUT GENERATED OR EDITED BY THE SOFTWARE, INCLUDING OUTPUT GENERATED BY THE ARTIFICIAL INTELLIGENCE FEATURES DESCRIBED IN SECTION 8.

10.5 CONSUMER LAW NOTICE: CERTAIN JURISDICTIONS, INCLUDING AUSTRALIA AND NEW ZEALAND, PROVIDE CONSUMER GUARANTEES THAT CANNOT BE EXCLUDED, RESTRICTED, OR MODIFIED BY CONTRACT. NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE, RESTRICT, OR MODIFY ANY CONSUMER GUARANTEE OR RIGHT THAT APPLIES UNDER THE CONSUMER GUARANTEES ACT 1993 (NEW ZEALAND), THE AUSTRALIAN CONSUMER LAW (SCHEDULE 2 OF THE COMPETITION AND CONSUMER ACT 2010), OR ANY OTHER APPLICABLE MANDATORY CONSUMER PROTECTION LEGISLATION. TO THE EXTENT THAT ANY SUCH GUARANTEE OR RIGHT APPLIES, THE LIABILITY OF GWAITH DEVELOPMENT LIMITED IS LIMITED, TO THE EXTENT PERMITTED BY LAW, TO THE REPLACEMENT OR REPAIR OF THE SOFTWARE OR THE RESUPPLY OF THE RELEVANT SERVICE.

11. Limitation of liability

11.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GWAITH DEVELOPMENT LIMITED, ITS EMPLOYEES, AGENTS, RESELLERS, OR DISTRIBUTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR DATA, OR PECUNIARY LOSS, ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SOFTWARE, OR THE USE OR INABILITY TO USE THE SOFTWARE, WHETHER BASED UPON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF GWAITH DEVELOPMENT LIMITED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO CLAUSE 10.5, THE TOTAL AGGREGATE LIABILITY OF GWAITH DEVELOPMENT LIMITED UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY THE LICENSEE FOR THE SOFTWARE, WHETHER TO A RESELLER OR TO GWAITH DEVELOPMENT LIMITED, DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR THE PURPOSE OF THIS CLAUSE, FEES PAID FOR THE SOFTWARE MEANS ONLY THOSE AMOUNTS ATTRIBUTABLE TO THE LICENCE FOR THE SOFTWARE, AND EXCLUDES ANY AMOUNT ATTRIBUTABLE TO A RESELLER'S OWN SERVICES, TO HARDWARE, OR TO THIRD-PARTY PRODUCTS OR CHARGES, WHETHER OR NOT THOSE AMOUNTS WERE INVOICED TO THE LICENSEE AS A SINGLE OR BUNDLED FIGURE.

11.3 The limitations set out in this Section 11 are subject to any consumer guarantees or rights referred to in clause 10.5 that cannot be excluded or limited by law.

12. Indemnification

12.1 Licensee indemnification. The Licensee agrees to indemnify, hold harmless, and defend GWAITH DEVELOPMENT LIMITED, its officers, employees, agents, and distributors against any and all claims, proceedings, demands, losses, damages, costs, and expenses (including reasonable legal fees) resulting from or in any way connected with:

The Licensee's use of the Software;
The Licensee's breach of any term of this Agreement;
The Licensee's violation of any applicable law or regulation;
Any claim by a third party arising from the Licensee's use of the Software.

12.2 Licensor warranty. GWAITH DEVELOPMENT LIMITED warrants that, to the best of its knowledge, the Software does not violate or infringe any third-party intellectual property rights, patents, or trademarks, and that no legal action has been taken against it for any such infringement as of the Effective Date.

12.3 Notice. The Licensor shall promptly notify the Licensee in the event of any legal action relating to the Licensee's use of the Software and shall request the Licensee's consent prior to any settlement in relation to such action.

13. Upgrades, updates, and fixes

13.1 The Licensor may, at its sole discretion, provide the Licensee with Upgrades, Updates, or Fixes from time to time.

13.2 The Licensee agrees to keep the Software up to date and to install all relevant Updates and Fixes in a timely manner. The Licensee may, at its sole discretion, purchase Upgrades according to the rates set by its Reseller.

13.3 The Licensor may provide any Update or Fix free of charge; however, nothing in this Agreement shall require the Licensor to provide Upgrades, Updates, or Fixes of any kind.

13.4 Any Upgrades, Updates, or Fixes provided to the Licensee are subject to all terms of this Agreement.

14. Support

14.1 First-line support. First-line support for the Software is the responsibility of the Reseller. The Licensee shall direct requests for assistance, training, configuration, and fault reports to its Reseller in the first instance. The Reseller may escalate a matter to the Licensor in accordance with the arrangement between the Reseller and the Licensor.

14.2 The Software is provided on an "as-is" basis. Unless otherwise agreed in a separate written support agreement, the Licensor is under no obligation to provide support, maintenance, or remediation of any bug, failure, mis-performance, or other defect in the Software.

14.3 Bug notification. The Licensee may report details regarding any bug, defect, or failure in the Software to its Reseller, or to the Licensor, promptly and without unreasonable delay. The Licensee shall comply with any reasonable request from the Licensor for information regarding such bugs, defects, or failures.

14.4 Feature requests. The Licensee may request additional features in the Software, provided that:

The Licensee waives any claim or right in any such feature should it be developed by the Licensor;
The Licensee warrants that the requested feature does not, to the best of the Licensee's knowledge, infringe any third-party patent, trademark, trade secret, or other intellectual property right.

15. General provisions

15.1 Governing law. This Agreement shall be governed by and construed in accordance with the laws of New Zealand, without regard to its conflict of laws provisions. The parties hereby submit to the non-exclusive jurisdiction of the courts of New Zealand for the resolution of any disputes arising out of or relating to this Agreement.

15.2 Entire agreement. This Agreement, together with any separate written agreements between the Licensor and the Licensee, constitutes the entire agreement between the Licensor and the Licensee with respect to the Software and supersedes all prior or contemporaneous oral or written communications, proposals, representations, and warranties relating to its subject matter. Clause 4.3 governs any conflict between this Agreement and an agreement between the Licensee and its Reseller.

15.3 Amendment. GWAITH DEVELOPMENT LIMITED reserves the right to modify this Agreement at any time. Notice of material changes will be provided to the Licensee by email to the address associated with the Licensee's account, or by notice within the Software, or through the Licensee's Reseller, or by publication on the Gwaith Development Limited website. Continued use of the Software after the effective date of any such modification constitutes acceptance of the modified terms. If the Licensee does not agree to any modification, the Licensee must cease use of the Software and may terminate this Agreement.

15.4 Severability. If any provision of this Agreement is held to be unlawful, void, or unenforceable by a court of competent jurisdiction, that provision shall be deemed severed from this Agreement and shall not affect the validity or enforceability of the remaining provisions, which shall continue in full force and effect.

15.5 Waiver. The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement must be in writing and signed by the waiving party.

15.6 Force majeure. Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) where such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to natural disasters, acts of government, pandemic, war, terrorism, riots, power failure, internet or telecommunications failure, or cyberattack.

15.7 Notices. All formal notices under this Agreement shall be in writing and shall be deemed duly given when delivered by email (with confirmation of receipt) or by registered post to:

The Licensor: GWAITH DEVELOPMENT LIMITED, Mosgiel, New Zealand; or by email to development@gwaith.co.nz.
The Licensee: the postal or email address provided by the Licensee in its account registration or most recently updated with the Licensor or its Reseller.

15.8 Assignment by Licensor. GWAITH DEVELOPMENT LIMITED may assign or transfer this Agreement and all of its rights and obligations hereunder to any successor, affiliate, or acquirer of all or substantially all of its business or assets without the consent of the Licensee, provided that the assignee agrees to be bound by the terms of this Agreement.

15.9 Relationship of parties. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

15.10 Export compliance. The Licensee shall not export or re-export the Software or any copy or adaptation thereof in violation of any applicable laws or regulations.

15.11 Consumer law. To the extent that any mandatory consumer protection laws apply to this Agreement in the Licensee's jurisdiction (including, without limitation, the Consumer Guarantees Act 1993 (New Zealand) and the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010)), no provision of this Agreement shall be read as excluding, restricting, or modifying the application of any such mandatory laws. If there is a conflict between this Agreement and any such mandatory law, the mandatory law prevails to the extent of the conflict.

End of agreement.

Enquiries about this Agreement may be sent to development@gwaith.co.nz.