TIMBERSMART SYSTEM – TERMS AND CONDITIONS

1. Introduction and Definitions

1.1 These Terms and Conditions (“Terms”) govern your access to and use of the TimberSmart system, including all software, hosted services, documentation, and support services (“the System”) provided by TimberSmart Ltd (“TimberSmart”, “we”, “us”).

1.2 In these Terms:

“Customer”, “you”, “your”

means TimberSmart Customer

“Customer Data”

means any data, information, or material uploaded or submitted by you or your Users to the System.

“Confidential Information”

means non-public information disclosed by one party to the other, excluding information that is publicly known, independently developed, or rightfully received from a third party.

“Implementation Proposal”

means your TS1 Implementation Proposal, including any schedules or statements of work.

“Users”

means your employees, contractors, or other individuals authorised by you to use the System.

1.3 By accessing or using the System, you agree to be bound by these Terms and the Implementation Proposal.

2. User Accounts and Licences

2.1 Access to the System is granted on a named-user or concurrent-user basis as specified in the Implementation Proposal.

2.2 You are responsible for all activity conducted under your accounts and for ensuring Users comply with these Terms.

2.3 You must not share login credentials or allow access by unauthorised persons.

3. Pricing

3.1 Pricing Adjustments

TimberSmart Ltd may adjust pricing for the System or related services from time to time. Any changes will take effect upon notice to the Customer in accordance with our standard communication practices.

4. Your Responsibilities

4.1 You agree to:

1. Use the System only for lawful business purposes related to timber industry operations, management, and regulatory compliance;
2. Ensure all Customer Data is accurate, complete, and complies with applicable laws;
3. Maintain the confidentiality of login credentials.

4.2 You must not:

1. Attempt to gain unauthorised access to, interfere with, damage, or disrupt the System;
2. Copy, modify, adapt, reverse-engineer, decompile, or create derivative works from the System except as expressly permitted;
3. Transmit viruses, malware, or any malicious code;
4. Use the System to store or transmit infringing, defamatory, or unlawful material.

5. Data

Customer Data, Ownership, and Privacy

• You may collect, store, and process data entered into the System for operational, compliance, and analytical purposes.
• All data handling complies with applicable privacy and data protection laws.
• Users are responsible for ensuring that any personal or sensitive data entered into the System is lawfully obtained and processed.

5.2 Use of Customer Data (Summarised and Anonymised)

TimberSmart Ltd may use Customer Data for internal analysis, product improvement, and industry insights, provided that such data is first summarised and anonymised so that no individual customer, person, or organisation can be identified.

6. Intellectual Property

6.1 The System, including all software, documentation, branding, and related intellectual property, is and remains the exclusive property of TimberSmart Ltd or its licensors.

6.2 No rights or licences are granted except the limited, non-transferable right to use the System in accordance with these Terms and the Implementation Proposal.

6.3 You must not remove, alter, or obscure any copyright, trademark, or proprietary notices contained in the System.

7. Service Availability and Support

TimberSmart Ltd strives to ensure the System is available and functional but does not guarantee uninterrupted access.

Limitation of Liability

While TimberSmart Ltd will use reasonable efforts to ensure the accuracy and reliability of the System, we do not guarantee that the System will be error-free.

To the maximum extent permitted by law, TimberSmart Ltd accepts no liability for any loss, damage, or consequences arising from errors, omissions, or inaccuracies in the System or in any outputs generated from Customer Data.

8. Compliance Monitoring and Audit

TimberSmart Ltd reserves the right to monitor and audit usage of the System.

9. Confidentiality

9.1 Each party will keep the other’s Confidential Information secret and use it only to exercise its rights and perform its obligations under these Terms.

9.2 These obligations survive termination for 5 years.

10. Dispute Resolution

10.1 The parties will first attempt to resolve any dispute through good-faith negotiation.

10.2 If unresolved within 30 days, the dispute will be referred to mediation in New Zealand before commencing legal proceedings.

11. Governing Law and Jurisdiction

These Terms are governed by the laws of New Zealand. The courts of New Zealand have exclusive jurisdiction.

12. Entire Agreement

These Terms, together with the Implementation Proposal, constitute the entire agreement between the parties and supersede all prior agreements or understandings.