Terms and Conditions

The use of the Application is subject to these Terms of Use (together with the Privacy Policy, Refund Policy any other documents referred to herein) which constitutes the full agreement between You and Us. Please read these Terms and Conditions carefully before You download, install or use the Application. By downloading, installing or using the Application, You indicate that You have, effective upon the date on which You have downloaded, installed or used the Application, read, accepted and agreed to be bound by these Terms and Conditions. If you do not agree with these Terms and Conditions, You should cease downloading, installing or using the Application immediately.

1. Definitions

1.1 ‘We’, ‘Us’ or ‘Our’ means Certifi Ltd, its successors, assigns, licensees or any person acting on behalf of and with the authority of Certifi Ltd. 1.2 ‘You’ or ‘Your’ means the individual downloading, installing or using the Application on Your mobile phone, handheld device or through Our web portal; and if there is more than one individual, is a reference to each individual, jointly and severally. 1.3 ‘Application’ means the software (and any upgrades from time to time, and/or any other software, web portal or documentation which enables the use of the Application) provided Us, which permits You to access and electronically complete Compliance Certificates (which is a formal statement, issued in accordance with Part 1 or Part 2 of AS/NZS 3000 and the Electricity (Safety) Regulations 2010) through Your mobile phone, handheld device or Our web portal.

2. Acceptance

2.1 We reserve the right to change, add, subtract or in any way alter these Terms and Conditions at any time without the notice to, or the prior consent of, You by posting changes on Our website (staging.certifi.co.nz) or by updating the Application to incorporate the new terms and conditions. You are responsible for regularly reviewing information posted online to obtain timely notice of such changes. Your continued use of the Application after changes are posted constitutes Your acceptance of the amended terms and conditions. 2.2 These Terms and Conditions may only be amended with the Seller’s consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Buyer and the Seller. 2.3 We process information about you in accordance with Our Privacy Policy, which is available on Our website (staging.certifi.co.nz). By using the Application, You consent to such processing and you warrant all data provided by You is true and accurate.

3. Registration and Subscription Charges

3.1 In order to use the Application, registration is mandatory. Once registration is complete: (a) You will have unlimited access to the Application; and (b) an e-mail will be sent to Your nominated e-mail address to confirm Your address, which You have seven (7) days to confirm; and (c) You will receive one (1) months’ free trial of the Application, after which You will be charged a monthly subscription (billed on the twentieth (20th) day of each month, with the first month billable being charged on a pro-rata basis) which will be payable in advance by direct debit from Your nominated credit card (through a secure server using SSL (secure sockets layer) encryption technology); and (d) It shall be Your responsibility to cancel Your subscription prior to the expiry of the trial period, or Your subscription shall continue on a monthly basis, unless terminated in accordance with clause 9. 3.2 Interest on any overdue subscription charges shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and one half percent (2.5%) per calendar month (and at Our sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment. 3.3 If Your owe Us any money, You shall indemnify Us from and against all costs and disbursements incurred by Us in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, Our collection agency costs, and bank dishonour fees). 3.4 Further to any other rights or remedies We may have under this agreement, if the transaction is subsequently reversed, You shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by Us under this clause where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to Your obligations under this agreement. 3.5 Without prejudice to any other remedies We may have, if at any time You are in breach of any obligation hereunder (including those relating to payment), We may block Your access to the Application (including customer support) and/or terminate Your registration as per clause 9.1, and We will not be liable to You for any loss or damage You may suffer because We has exercised Our rights under this clause.

4. Proprietary Rights and Licence

4.1 All trademarks, copyright, database rights and other intellectual property rights of any nature in the Application, together with the underlying software code are owned directly by Us, this includes the ‘Certifi’ name and logos and all related names, trademarks, service marks, design marks and slogans. We hereby grant You a worldwide, non-exclusive, non-transferable, royalty-free revocable licence to use the Application on a mobile phone or handheld device that You own or control, or through Our web portal, in accordance with these Terms and Conditions. 4.2 You hereby grant to Us an irrevocable, royalty-free, worldwide, assignable, sub-licensable licence to use any data which You submit to Us or the Application for the purpose of use on the Application or for generally marketing (by any means and in any media, including but not limited to on Our website, etc.)

5. Conditions of Use

5.1 You represent and warrant that: (a) Your use of the Application will be in strict accordance with these Terms and Conditions, and with all applicable laws and regulations, including without limitation, any local laws or regulations in Your district, city or other governmental area, regarding online conduct and acceptable use, and regarding the transmission of technical data within New Zealand; and (b) Your use of the Application will not infringe or misappropriate the intellectual property rights of Us or any third party. 5.2 The use of the Application does not include the provision of a mobile phone, handheld device or computer (or other necessary equipment to access it). To use the Application, You will require internet connectivity and appropriate telecommunication links. We shall not have responsibility or liability for any telephone or other costs You may incur. 5.3 You agree to comply at all time with any instructions for use of the Application which We may make from time to time. 5.4 If You are provided with a user identification code, password or any other piece of information as part of Our security procedures, You must treat such information as confidential, and You must not disclose it to any third party without Our prior written consent. We have the right to disable any user identification code or password, either chosen by You or allocated by Us, at any time, if in Our opinion You have failed to comply with any provisions of these Terms and Conditions. 5.5 You will not (without Our permission), nor allow third parties on Your behalf to: (a) access (without authority), interfere with, damage of disrupt any: (i) part of the Application; and/or (ii) equipment, platform or network on which the Application is stored; and/or (iii) software used in the provision of the Application; and/or (iv) equipment, platform or network or software owned or used by any third party. (b) use the Application in any way which in any respect: (i) is in breach of any law, statute, regulation, by-law of any applicable jurisdiction; (ii) is fraudulent, criminal or unlawful; (iii) is inaccurate or out-of-date; (iv) may be obscene, indecent, pornographic, vulgar, profane, racist, sexist, discriminatory, offensive, derogatory, harmful, harassing, threatening, embarrassing, malicious, abusive, hateful, menacing, defamatory, untrue or political; (v) impersonates any other person or body, or misrepresents a relationship with any person or body; (vi) may be contrary to Our interests; (vii) is contrary to any specific rule of requirement that We stipulate on the Application in relation to a particular part of the Application, or the Application generally; involves Your use, delivery, transmission of any viruses, unsolicited emails, trojan horses, trap doors, back doors, easter eggs, worms, time bombs, cancelbots or computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. (c) make and distribute copies of the Application; (d) use or copy any content from the Application, or frame any part of the Application, onto Your own or another person’s website or mobile application; (e) attempt to copy, reproduce, duplicate, re-sell, alter, modify, reverse engineer, disassemble, decompile, transfer, exchange or translate the Application (or any part thereof), save as may be permitted by these Terms and Conditions; and/or (f) create derivative works of the Application of any kind whatsoever. 5.6 You acknowledge that the terms of agreement with the Your respective mobile provider will continue to apply when using the Application, and: (a) as a result, You may be charged by Your mobile provider for access to network connection services for the duration of the connection while accessing the Application, or any such third party charges as may arise. You accept responsibility for such charges that arise; (b) You must comply with those terms of agreement when using the Application (e.g. You must ensure that Your use of the Application is not in violation of Your mobile phone or handheld device agreement, or any wireless data service agreement). 5.7 If You are not the bill payer for the mobile phone or handheld device, or internet service being used to access the Application, it will be assumed that You have received permission from the bill payer for using the Application.

6. System Requirements

6.1 In order to use the Application, You are required to have a compatible mobile phone, handheld device, or computer, internet access, and the necessary minimum specifications as follows: Apple iOS devices running iOS 8 or later, and Android OS devices running Android OS 4.0.3 or later; Language: English; or as specified as advertised elsewhere. 6.2 You hereby acknowledge: (a) that the current version of the Application may be changed and/or upgraded from time to time to add support for new functions and services, without notice, and that We make no representations as to the accuracy of the requirements specified in clause 6.1; (b) that You may be required to obtain updates or upgrades from time to time as may be necessary for the continued use of the Application; (c) and agree that such system requirements as specified in clause 6.1 remain Your responsibility.

7. Availability, Security and Accuracy

7.1 The Application is available to any computer with internet access, mobile phone or handheld devices running Apple iOS and Android OS Operating Systems. We will use reasonable efforts to make the Application available at all times. However: (a) You acknowledge that the Application is provided over the internet and mobile networks, and so the quality and availability of the Application may be affected by factors outside Our reasonable control; (b) We make no warranty that Your access to the Application will be uninterrupted, timely or error-free. Due to the nature of the internet. This cannot be guaranteed. In addition, We may occasionally need to carry out repairs, maintenance or introduce new facilities and functions; (c) access to the Application may be suspended or withdrawn to or from You personally, or all users, temporarily or permanently at any time and without notice. We may also impose restrictions on the length and manner of usage of any part of the Application for any reason. If We impose restrictions on You personally, You must not attempt to use the Application under any other name or user or on any other mobile phone, handheld device or computer; (d) We do not accept any responsibility whatsoever for unavailability of the Application, or any difficulty of inability to download or access content or any other communication system failure which may result in the Application being unavailable. 7.2 As the Application is used by You to complete a Compliance Certificate through Your mobile phone, handheld device or Our web portal, using data inputting by You, We take no responsibility for the accuracy thereof, or it shall be Your responsibility to ensure such data is correct. 7.3 We do not warrant that the Application will be compatible with all hardware and software which You may use. We shall not be liable for damage to, or viruses or other code that may affect, any equipment or hardware (including but not limited to Your mobile phone, handheld device or computer), software, data or other property as a result of Your download, installation, access to or use of the Application or Your obtaining any Code Compliance Certificate from, or as a result of using, the Application. We shall not be liable for actions of third parties. 7.4 We may change or update the Application, and anything described in it, without notice to You. If the need arises, We may suspend access to the Application, or close it indefinitely.

8. Risk and Limitation of Liability

8.1 You assume all responsibility and risk with respect of Your use of the Application, including results obtained from the use of the Application, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omission in any information, instructions or scripts provided to Us by You in connection with the Application. 8.2 To the maximum extent permitted by law, the Seller disclaims all implied warranties with regard to the Application. The Application is provided ‘as is’ and ‘as available’ without warranty of any kind, and You acknowledge that We give no warranty or representation that: (a) the Application will meet Your requirements; (b) the use of the Application will be secure, uninterrupted or error-free, or that error will be detected or corrected. We do not assume any liability of responsibility for any viruses, bugs, malicious code or other harmful components, delays, inaccuracies, errors or omissions, or the accuracy, completeness, reliability or usefulness of the information disclosed or accessed through the Application. We have no duty to update or modify the Application and We are not liable for Our failure to do so; (c) any results obtained from the use of the Application will be accurate, complete or current; (d) the Application is appropriate, permissible or available for use outside New Zealand, and if You choose to access or use the Application from or in locations outside of New Zealand, You do so on Your own initiative and are responsible for: (i) ensuring what You are doing in that country is legal; (ii) the consequences and compliance by You with all applicable laws, regulations, by-laws, codes of practice, licences, registrations, permits and authorisations (including any laws that relate to businesses providing services). 8.3 In no event , under no legal or equitable theory (whether tort, contract, strict liability or otherwise) shall We or any of our respective employees, directors, officers, agents or affiliates, be liable hereunder or otherwise: (a) for any loss or damage of any kind, direct or indirect, in connection with or arising from the Application, the use of or access to the Application or Our agreement with You concerning the Application, including but not limited to, compensatory, direct, exemplary, consequential, incidental, indirect, special or punative damages, lost anticipated profits, loss of goodwill, business interruption, accuracy of results, or computer failure or malfunction, even if We have been advised of or should have known of the possibility of such damages. If we are held liable to You in a court of competent jurisdiction for any reason, in no event will We be liable for any damages in excess of one hundred and fifty dollars ($150.00); (b) to You for any damage or alteration to Your equipment, including but not limited to computer equipment, mobile phone or handheld device as a result of the installation or use of the Application. 8.4 You hereby release Us, Our officers, directors, agents and employees from all claims, demands and damages (actual and consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of, or in any way connected with, any disputes arising between You and any Licensee, third party or other users of the Application.

9. Termination

9.1 We may terminate use of the Application at any time by giving notice of such to You. Upon termination We will allow You access to the Application for up to twenty-eight (28) days to retrieve any relevant data. After that time all Your data will be removed, and: (a) the rights and licences granted to You herein shall terminate; and (b) You must cease all use of the Application. 9.2 You can terminate Your registration at any time by clicking the cancel subscription button on the Application. However, You will not be entitled to a refund of any subscription charges already paid to Us.

10. Licensees

10.1 The Application is independent of any platform on which it is located. The Application is not associated, affiliated, sponsored, endorsed or in any way linked to any third party supplier of the Application (‘Licensee’). Your download, installation, access to or use of the Application is also bound by the terms and conditions of the Licensee. 10.2 Both You and We acknowledge that these Terms and Conditions are concluded between You and Us only, and not with the Licensee, and We, not the Licensee, are solely responsible for the Application, and content thereof, to the extent specified in these Terms and Conditions. 10.3 You and We acknowledge that: (a) We are solely responsible for providing any maintenance and support services with respect to the Application as required under applicable law. You and We acknowledge that a Licensee has no obligation whatsoever to furnish any maintenance and support services in respect to the Application; (b) We, not the relevant Licensee, are responsible for addressing any claims of You or any third party relating to the Application or You possession and/or use of the Application, including but not limited to, any claim that the Application fails to conform with any applicable legal or regulatory requirement, and/or any claims arising under consumer protection or similar legislation; (c) in the event of any third party claim that the Application or Your possession and/or use of the Application infringes that third party’s intellectual property rights, We, not the relevant Licensee, will be solely responsible for the investigation, defence, settlement and discharge of any intellectual property infringement claim; provided such infringement was caused by Us. 10.4 You and We acknowledge and agree that the relevant Licensee, and that Licensee’s subsidiaries, are third party beneficiaries of these Terms and Conditions, and that, upon You acceptance of these Terms and Conditions, that Licensee will have the right (and will be deemed to have accepted the right) to enforce these Terms and Conditions against You as a third party beneficiary thereof.

11. General

11.1 Our failure to enforce any provision of these Terms and Conditions shall not be treated as a waiver of that provision, nor shall it affect Our right to subsequently enforce that provision. If any provision of these Terms and Conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired. 11.2 You may not assign or transfer or purport to assign or transfer Your rights and obligations under this agreement to any party; We may assign our rights and obligations under this agreement without condition. 11.3 Except as expressly stated in these Terms and Conditions, all warranties and conditions, whether express or implied by statute, common law or otherwise are hereby excluded to the extent permitted by law. 11.4 These Terms and Conditions may only be modified by a written amendment signed by an authorised executive of Us, or by the posting of a revised version by Us. Except to the extent applicable law, if any, provides otherwise, this agreement and any access to or use of the Application will be governed by the laws of New Zealand, excluding its conflict of law provisions. Any dispute or claim arising out of or in connection with these Terms and Conditions will be subject to the exclusive jurisdiction of the courts of New Zealand. All dealings, correspondence and contacts between Us shall be made or conducted in the English language. 11.5 Nothing in these Terms and Conditions shall exclude or limit Our liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation or any other liability which cannot be excluded or limited under applicable law. 11.6 You agree to indemnify and hold Us (and each of our affiliates, respective officers, directors, employees, agents, representatives, licensors, advertisers, suppliers and operational service providers) harmless from and against any and all losses, expenses, damages and costs (including solicitors fees) resulting from Your use of the Application and/or any violation of these Terms and Conditions. We reserve the right to assume the exclusive defence and control of any demand, claim or action arising hereunder or in connection with the Application and all negotiations for settlement or compromise. You agree to fully cooperate with Us in the defence of any demand, claim, settlement or compromise negotiations, as requested by Us. 11.7 Neither Us, nor You, shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into these Terms and Conditions (unless such untrue statement was made fraudulently or was as to a matter fundamental to a party’s ability to perform these Terms and Conditions) and that party’s only remedies shall be for breach of contract as provided in these Terms and Conditions. 11.8 If You are acquiring access to the Application for the purposes of a trade or business, You acknowledge that the provisions of the Consumer Guarantees Act 1993 do not apply to the agreement between You and Us. 11.9 Neither You or Us shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either You or Us.

CERTIFi Limited

CERTIFi is a New Zealand owned and operated business based on Aucklands North Shore. Our physical address is 6 Omega Street, Rosedale, Auckland 0632.

Refund Policy

Free Trial Period

We offer the Application to You under a 1 month Free Trial Period, subject to the following: (a) the Free Trial Period begins immediately upon Your registration to the Application, and You will be notified via e-mail of the date of the expiration of the Free Trial Period; (b) the Free Trial Period is only applicable to new subscribers, and does not apply to existing users on a subscription plan. We will not honour a Free Trial Period for subscribers who were once paying subscribers, cancelled, and then re-instated their subscription; (c) You can terminate Your trial at any time during the Free Trial Period, and You will not be billed, by clicking the cancel subscription button on the Application; (d) after the expiration of the Free Trial Period You will be charged a monthly subscription (billed on the twentieth (20th) day of each month, with the first month billable being charged on a pro-rata basis) which will be payable in advance by direct debit from Your nominated credit card (through a secure server using SSL (secure sockets layer) encryption technology); and (e) it shall be Your responsibility to cancel Your subscription prior to the expiry of the Free Trial Period, or Your subscription shall continue on a monthly basis, unless terminated in accordance with clause 9 of the Terms of Use.

Refund Policy

Each subscription month will start from the moment when the bill payment is successfully processed. Payment for the month that has already commenced are non-refundable under any conditions.

Termination Policy

You can terminate Your subscription at any time by clicking the cancel subscription button on the Application. From the moment of termination You won’t be charged for Your subscription anymore; however, You will be liable for any applicable charges up to the actual date of termination on a pro-rata basis (including any outstanding amounts from the current or previous months).

Chargebacks Handling Policy

Upon receiving chargeback requests We immediately suspend Your subscription and block Your access to complete certificates. Additionally, We will forward a query to Your bank regarding the reason of the chargeback request and whether it complies with Our Refund Policy. If not, legal action may be taken and We may (at Our discretion) enforce clause 3.4 of Our Terms of Use.