Tool Protect Terms and Conditions of Use

Thank you for choosing us to help you protect your tools. This is an agreement between you and Tool Protect Pty Ltd (ABN 20 622 339 002) ("Tool Protect", "we", "our" or "us") regarding the use of the power tool cataloguing service operated by us, including all associated features and functionalities, websites and user interfaces, content, software and applications (collectively the "Services"). Access to and use of the Services is subject to the following terms, conditions and notices (the "Agreement") and Tool Protect's Privacy Policy (collectively the "Terms").

By creating an account, entering into a subscription, or using the Services you agree to the Terms.

1. Subscriptions

You must have a Tool Protect account and subscription in order to use and access certain aspects of the Services (including any mobile application). You may not require a subscription to access certain aspects of our website. Subscription plans and their features may be changed by Tool Protect from time to time.

If you sign up to a subscription, you agree to the terms, conditions and limitations associated with that subscription (in addition to the Terms) that are posted on our website or applications or otherwise provided to you at that time.

We reserve the right to accept or refuse subscriptions to the Services in our absolute discretion.

2.Fees and Subscription Renewal

You may purchase a subscription from us by paying a subscription fee in advance on an annual basis or some other recurring interval disclosed to you prior to your purchase. Your subscription will automatically renew at the end of the applicable subscription period.

Tool Protect may change the price of subscriptions, including recurring subscription fees (for periods not yet paid), from time to time and will communicate any price changes to you in advance. Price changes will take effect at the start of the next subscription period following the date of the price change. You accept the new price by continuing to use the Services after the price change takes effect. If you do not agree with a price change, you have the right to unsubscribe from the Services prior to the price change taking effect.

The fees for subscriptions and other services will be stated at the time of your purchase or sign-up, as applicable, and provided at that time. If the fees for subscription are not otherwise stated at the time of purchase or sign-up, the fees contained in clause 3 will apply. Fees may be subject to tax and are non-refundable except in any specific circumstances described in these Terms.

If your subscription plan involves a recurring payment of a fee, unless you notify us before a charge that you want to cancel or do not want to automatically renew your subscription, you understand and agree that it will automatically continue and you authorise us (without notice to you, unless required by applicable law) to collect the applicable fees and any taxes using any payment details we have on file for you.

If payment of your subscription fees are declined or if we have not been provided with adequate or valid payment details by you, we may cancel your subscription unless you provide us with new and valid updated payment details. If you provide us with new payment details and are successfully charged before your subscription is cancelled, your subscription period will be based on the original renewal date and not the date of the successful charge.

3. Standard Subscription Fee

Unless otherwise stated pursuant to clause 2 or stated as part of a promotion or trial pursuant to clause 5, the subscription fee for use of the Services is $28.00 including GST per annum. The subscription fee is to be paid annually in advance.

4. Promotional and Trial Offers

We may, from time to time, offer certain customers or prospective customers various trial or promotional subscriptions without payment or at a reduced rate of payment ("Promotion"). We reserve the right, in our sole and absolute discretion, to determine your eligibility for any such Promotion.

Unless disclosed otherwise by us, the fees contained in clause 3 will apply from the first day following the end of the Promotion.

We may require you to provide your payment details at the commencement of the Promotion. By providing these details you agree that we may automatically begin charging you for subscription fees on the first day following the end of the Promotion on a recurring annual basis or another interval that we disclose to you in advance.

If you did not provide payment details at the commencement of the Promotion, you agree that Tool Protect may cancel your subscription without notice unless you provide adequate and valid payment details prior to the last day of any such promotional period.

If you do not wish to be charged subscription fees upon the conclusion of any such Promotion, you must cancel your subscription before the end of the Promotion.

5. Term and Termination

You may terminate this Agreement (including your subscription and/or account) at any time by providing at least 7 days written notice to Tool Protect. The termination will take effect the day after the last day of the current subscription period or another date agreed by you and Tool Protect in writing.

Tool Protect may terminate this Agreement or suspend your access to the Services (including your account) at any time, including in the event of suspected or actual unauthorised use of the Services or any non-compliance with the Terms.

Your subscription benefits (including your license) terminate when your subscription is terminated.

If you or Tool Protect terminate this Agreement, or if Tool Protect suspends your access, you agree that Tool Protect will have no liability or responsibility towards you and you will not receive a refund of any fees already paid.

Any clauses that must by their nature remain in effect after the termination (including but not limited to clauses 6, 8, 10, 15, 16, 17, 18, 19, 20, 21, 22, 23 and 24) of this Agreement will survive termination.

6. Your Account

You are responsible for maintaining the confidentiality of your account and password. Except to the extent caused by our breach of the Terms, you are responsible for all activities that occur under your account regardless of whether or not the activities are authorised by you or undertaken by you.

You must ensure that the details you provide to us are correct and complete, and you must inform us of any changes. You must not use your account or the Services: (i) for fraudulent purposes, or in connection with a criminal or other unlawful activity; or (ii) in any manner that is not permitted under the Terms.

If we have reason to believe your account, or activity relating to your account is in breach of the Terms or any applicable laws, we may take action, including but not limited to: (i) refusing access to the Service; (ii) suspending or restricting access to your account or Services; (iii) terminating your account or access to Services; or (iv) removing or editing content created or uploaded using your account.

7. Access and Use

Subject to you creating an account and entering into a subscription with us, we grant you a limited, non-exclusive, non-transferrable, non-sublicensable, revocable right to make personal, non-commercial use of the Services. Your right to use the Services will remain in effect until and unless terminated by you or Tool Protect.

8. Prohibitions

You agree that under this grant of license you may only use Tool Protect's software to enjoy Services as permitted by the Terms and you must not: (i) incorporate any portion of the Services into your own programs; (ii) compile any portion of the Services in combination with your own programs; (ii) deal with the Services inconsistently with the Terms; (iv) assign any rights in the Services to a third party; (v) use the Services for illegal purposes; (vi) transmit or distribute a virus, trojan, worm, logic bomb, or any other material which is malicious, technologically harmful, in breach of confidence or in any way obscene; (vii) use the Services in any way that could damage Tool Protect's reputation; (viii) hack into any aspect of the Services or corrupt data; (ix) and will not encourage, authorise, or assist any person to modify, decompile, copy, disassemble, reverse engineer, create derivatives of, or otherwise tamper with the Services; (x) infringe upon the rights of any other person's proprietary rights; or (xi) send any unsolicited advertising or promotional material, commonly referred to as 'spam'.

9. Privacy Policy

Our Privacy Policy, which sets out how we use your information, can be found at https://toolprotect.co.nz/privacy-policy. By using the Services, you consent to the processing described in the Privacy Policy and warrant that all data provided by you is accurate.

10. Your Content

You are solely responsible for your content and you represent and warrant that you own the product or products depicted or described by your use of the Services, and warrant that that information and content is: (i) is accurate; (ii) complies with the Terms; and (iii) does not breach any applicable laws.

11. Tool Protect's Role

Tool Protect provides an avenue by which you may record details connected with your ownership of power tools and provide notice to third parties (including police and insurers) when your catalogued power tools go missing. While Tool Protect facilitates this cataloguing of information and provision of notice, Tool Protect is neither an owner nor third party with a proprietary of contractual interest in the tools recorded by the Services. Tool Protect is not a party to any agreement you may have with an interested third party (including insurers or secured lender) and is not responsible for any obligations you may have to those third parties.

12. Third Parties

The Services may link to or interact with third party applications, websites and services ("Third Party Services"). These Third Party Services will have their own terms and conditions of use and your use of those Third Party Services will be governed by any such terms and conditions of use. We do not endorse, nor do we accept any responsibility for any loss or damage that may arise from your use of Third Party Services.

13. Changes to Terms and Service

From time to time we will need to make changes to the Services or Terms. This may relate to any aspect or all of the Terms or Services, which may include improving the functions or features of the Services or ensuring regulatory compliance.

We may, in our absolute discretion and upon notice to you, change the Terms and any aspect of the Service. Notices provided by sending you an email noting that the Terms have changed, or posting the updated Terms to our website will be considered valid notice for the purposes of this clause.

If you continue to use the Services after notice of any changes has been provided, your continued use is deemed to be acceptance of the changes. If you do not agree to any of the changes, you must not use the Services and cancel your subscription.

14. Service Limitations

Although Tool Protect will make reasonable efforts to keep the Services operational, interruptions from time to time will be unavoidable. Tool Protect reserves the right to, at any time and without liability to you, modify or discontinue (temporarily or permanently) aspects of the Services.

If you have already paid for Services which are subsequently permanently discontinued prior to the end of your paid subscription period, Tool Protect will refund your subscription fee for the Services for the period after such discontinuation.

15. Corporate Accounts

If you create an account on behalf of a company, organisation, entity or brand (a "Corporate"), the terms "you" and "your", as used throughout the Terms, apply both to you and the Corporate.

If you create a Corporate account, you warrant and represent that you are duly authorised to bind the Corporate to the Terms.

16. Assignment

We may assign the Terms and any rights under the Terms, in whole or in part in our absolute discretion.

You may not assign the Terms, in part of in whole, nor transfer or sub-license your rights under the Terms to any third party.

17. Warranty Disclaimer

You understand and agree that the Services are provided on an 'as is' and 'as available' basis, without any express or implied warranty as to condition of any kind (to the fullest extent permitted by law). With regards to the Services, Tool Protect disclaims and negates (without limitation) all warranties: (i) of merchantability; (ii) of fitness for particular purpose; (iii) of non-infringement of copyright; (iv) that the Services will be free of viruses or other technologically harmful material; (v) that the Services will be interruption and error free.

Tool Protect will not be responsible for: (i) losses connected with any unavailability of the Services; (ii) losses not directly caused by a breach of the Terms by us; (iii) any loss of chance, profit, revenue or savings; (iv) any delay or failure by us to comply with our obligations where the failure or delay in doing so is beyond our reasonable control. These Terms do not affect your non-excludable statutory rights as a consumer under the New Zealand Consumer Law or override any express commitment from us to you regarding the Services.

18. Limitation of Liability

You agree that your sole and exclusive remedy for any problems with the Services is to end your subscription with Tool Protect and uninstall any Tool Protect software and applications from your devices. Further, any and all loss relating to the Services is limited to the amount you have paid (if any) for the Services.

Tool Protect (including its directors, officers, employees, consultants, agents, affiliates, successors and assigns) is not liable or responsible for: (i) any loss or damage which is not foreseeable; (ii) any loss of use; (iii) any loss of data; (iv) any loss of business; (v) any loss of profits; (vi) any damage to devices that you could have avoided by following our advice, applying updates or correctly installing the Services; (vii) aggregate claims connected with the Service or third party applications or third party content more than the amounts paid by you to Tool Protect during the prior 12 months in question; or (viii) non-performance or inadequate performance by Tool Protect caused by matters that or not reasonably foreseeable or beyond Tool Protect's control.

Nothing in this Agreement limits Tool Protect's liability for fraud, fraudulent misrepresentations, death, or personal injury caused by its negligence.

19. Indemnity

You agree to indemnify Tool Protect (including its directors, officers, employees, consultants, agents, affiliates, successors and assigns) from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) arising out of or related to: (i) your breach of the Terms; (ii) any content you upload or create while using the Services; (iii) any activity in which you engage on or through the Services; and (iv) your violation of any applicable law or the rights of a third party.

20. Copyright, Trademarks and Other Rights

All content included and made available through the Services, such as text, graphics, logos, button icons, images, digital downloads, and data compilations is the property of Tool Protect and is protected by copyright or other applicable laws.

Other than to the extent necessary to use the Services for its designed purpose and pursuant to the Terms, you may not extract, copy or re-utilise the content of the Services without our express written consent. In particular, you must not extract for re-utilisation any substantial parts of the Service or its content.

All Tool Protect intellectual property rights, including all trademarks, trade names, logos, domain names, service marks and logos ("Tool Protect Trade Features") are the sole property of Tool Protect. The Terms do not grant you the rights to use any Tool Protect Trade Features nor do they constitute a transfer of any Tool Protect Trade Features to you or any third party.

21. Governing Law

Tool Protect will determine in its discretion the exclusive jurisdiction of the courts of the country, state, province or territory to resolve any legal matters arising from the Agreement or related to your use of the Services.

22. Severability

In the event that any provision of the Terms is held to be invalid, void, or for any reason unenforceable, that provision will be deemed severable and will not affect the enforceability of any remaining parts. Alternatively, you agree that any severable clause must be rectified and interpreted in such a way that closely resembles the original meaning of the part as is permitted by law.

23. Waiver

Any failure by us to enforce the Terms or any provision thereof will not waive Tool Protect's right to do so.

24. Entire Agreement

Other than as contemplated by this clause or as explicitly agreed in writing between you and Tool Protect, the Terms constitute the entire agreement between you and Tool Protect on this subject matter and supersede all other representations, arrangements or agreements.

Certain aspects of your use of the Services may be governed by separate agreements. This may include a Promotion or subscription fee agreement for use of the Services. Any such additional agreement must be documented in writing and agreed to by the parties. To the extent that there is any irreconcilable conflict between any additional agreement and these Terms, the additional agreement will prevail.

25. Our Contact Details

Our contact details are as follows:

Talktous@toolprotect.co.nz

Our address for notices is:

Talktous@toolprotect.co.nz