Terms of Service
Definitions
- Authorised User: Any person, other than you, that uses the Services with your authorisation, including your personnel.
- Confidential Information: Any non-public information obtained from the other party in connection with the Services. Our Confidential Information includes our Intellectual Property; your Confidential Information includes your Data.
- 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 Services.
- Fees: The applicable fees set out on our pricing page or as otherwise agreed in writing.
- Force Majeure: An event beyond a party's reasonable control, excluding lack of funds.
- Free Version: A version of Trooper for which no Fees apply.
- Information: Any data, information, text, images, or other material contained within or sourced from Trooper, including property information, reports, photos, and maps.
- Intellectual Property Rights: All rights relating to inventions, trademarks, designs, data, databases, confidential information, and other rights resulting from intellectual activity.
- Objectionable: Defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.
- Personal Information: Information about an identifiable, living person.
- Personnel: Officers, employees, contractors, and agents (excluding us).
- Privacy Act: The New Zealand Privacy Act 2020.
- Professional Version: A paid version of Trooper.
- Services: Trooper and any related services provided by us.
- Start Date: The date you set up an account or first access the Services.
- Subscription Period: The subscription period you have selected (e.g. monthly, annual).
- Underlying Systems: The software, IT solutions, systems, and networks used to provide the Services, including third-party systems.
- User ID: A unique name and/or password allocated to you to access certain parts of the Website.
- We, us, or our: Trooper Limited.
- Website: The internet site at https://trooper.co.nz or as otherwise notified.
- You or your: You, or if acting on behalf of another, both you and that person.
Words in the singular include the plural and vice versa.
Account Registration and Security
- You must provide accurate, current, and complete information when registering for an account.
- You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.
- You must notify us immediately of any unauthorized use of your account or any other breach of security.
Acceptance and Changes
By using the Services, you accept these Terms. We may update these Terms at any time by posting a notice on the Website or notifying you by email. Changes take effect from the date specified. If a change is detrimental to you, you may terminate your use of the Services with at least 10 days' notice before the change takes effect. Continued use after changes means you accept the updated Terms.
Provision of Services
- We will use reasonable efforts to provide the Services in accordance with these Terms and New Zealand law, using suitably skilled personnel.
- Provision of the Services is non-exclusive; we may provide Services to others.
- We aim to ensure availability during normal business hours but may suspend Services for maintenance or Force Majeure. We will use reasonable efforts to notify you of planned outages.
- The Services may interoperate with third-party data sources and features. We do not guarantee their availability. If a third-party provider ceases to provide data or features, we may cease to make them available without liability or refund.
Modifications to the Service
- We reserve the right to modify, suspend, or discontinue any part of the Services at any time, with or without notice.
- We are not liable to you or any third party for any modification, suspension, or discontinuance of the Services.
Support and Maintenance
- We may provide support and maintenance for the Services at our discretion. Details of support (if any) are available on our Website or as otherwise agreed in writing.
Free Version
- The Free Version is provided "as is" and "as available". All warranties and indemnities are excluded to the fullest extent permitted by law.
- No fees are payable for the Free Version.
- We may change, remove, or terminate the Free Version at any time without liability.
Your Obligations
- You and your Authorised Users must use the Services only for your own internal business or personal purposes and lawful purposes; not resell or make available the Services or Information to third parties; and not publish or release Information to third parties.
- When accessing the Services, you and your Authorised Users must not impersonate others, misrepresent authorisation, undermine security, misuse the Services, or breach third-party rights.
- A breach by your Authorised Users is deemed a breach by you.
- You are responsible for obtaining all licences, authorisations, and consents required for use of the Services and Data.
Data and Privacy
- We may require access to your Data to perform our obligations. You must arrange all necessary consents for us to access Data.
- We may use Data and information about your use of the Services to generate anonymised and aggregated statistical and analytical data ("Analytical Data"). Analytical Data is our property and may be used for research, product development, and shared with third parties.
- To the extent Data contains personal information, we act as your agent for privacy law purposes. You must obtain all necessary consents from individuals for us to collect, use, and process personal information as described in these Terms.
- When you provide personal information to us, we will comply with the Privacy Act and our privacy policy.
- We may store Data (including personal information) in secure servers in New Zealand, USA, Singapore, and may access it from those countries.
- You indemnify us against any claim that your Data infringes third-party rights or is Objectionable, incorrect, or misleading.
Fees and Payment
- Fees for the Professional Version are as set out on our Website or as otherwise agreed. Fees are payable in advance and non-refundable except as required by law.
- If you fail to pay Fees, we may suspend or terminate your access to the Services.
Intellectual Property
- We (and our licensors) own all Intellectual Property Rights in the Services, Software, and Analytical Data. You may not copy, modify, or create derivative works from the Services or Information except as permitted by these Terms.
- You retain ownership of your Data, but grant us a licence to use, store, copy, and process it as necessary to provide the Services.
Confidentiality
- Each party must keep the other party's Confidential Information confidential and use it only for the purposes of these Terms, except as required by law.
Warranties and Disclaimers
- We provide the Services "as is" and "as available". To the maximum extent permitted by law, we disclaim all warranties, express or implied, including fitness for a particular purpose and non-infringement.
- We do not warrant that the Services will be uninterrupted, error-free, or secure.
Liability and Indemnity
- To the maximum extent permitted by law, our liability for any claim relating to the Services is limited to the amount paid by you for the Services in the 12 months preceding the claim.
- We are not liable for any indirect, consequential, or special loss, or for any loss of data, profits, revenue, or business.
- You indemnify us against any claim arising from your breach of these Terms or misuse of the Services.
Termination
- Either party may terminate these Terms with notice if the other party breaches a material term and fails to remedy it within 14 days.
- We may terminate your access immediately if you breach these Terms, misuse the Services, or if required by law.
- Upon termination, your right to access the Services ceases, but clauses relating to Data, Intellectual Property, Confidentiality, and Liability survive.
Notices
- We may provide notices to you via email, your account, or by posting on the Website.
- You are responsible for keeping your contact information up to date.
General
- These Terms are governed by New Zealand law. Any disputes will be subject to the exclusive jurisdiction of New Zealand courts.
- If any provision is unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder will remain in effect.
- These Terms constitute the entire agreement between you and us regarding the Services.
Contact
If you have any questions about these Terms, please contact us at:
developments@trooper.co.nz