Terms and Conditions

Last updated: 2024-12-17 08:45

Veslo Business Customer SaaS Terms

Introduction

These terms of use (the Terms) govern your access and use of our Services and form a legally binding contract between you and us.
The Agreement between you and us is made up of the Order Form, the Terms and our Privacy Policy (and any amendments to those documents from time to time). In the event of any conflict, the following order of priority applies: the Order Form; then the Terms; then the Privacy Policy.
If you access or use our Services, or continue accessing or using our Services after an amendment to the Terms has been agreed or notified pursuant to the Agreement, you confirm that you have read, understand and agree to be bound by the Terms (including as amended). ‘Veslo’, ‘we’, ‘our’ and ‘us’ refer to the applicable Veslo entity as set out in clause 12.9. ‘Client’, ‘you’ or ‘your’ refers to you, the Client entity, set out in the Order Form.

Services and Usage Rights

Services: Subject to any other applicable rights and restrictions set out in the Agreement, Veslo will: (a) provide you with the Services; and (b) grants you a non-exclusive, non-transferable, non-assignable, perpetual, licence to use the Services, Data and Dashboard solely for the Permitted Purpose.
Account set-up: On the Start Date, we will:

create an account for you on the Website through which you and your Permitted Users may access and use the Services; and
provide your Permitted Users with login and access details to enable them to access the Services (Login Details).

Services standards and dashboard availability: In carrying out and providing you with the Services, and maintenance and development of the Dashboard, we will exercise the degree of skill, diligence, prudence, foresight, and care which would reasonably and ordinarily be expected from a skilled and experienced provider of services or software products similar to those contemplated under the Agreement, operating in similar circumstances, and in accordance with applicable laws. However, you acknowledge that the Services and/or Dashboard may be temporarily unavailable for scheduled maintenance, updates or changes or for unscheduled emergency maintenance, either by Veslo or by our third-party providers, or because of other causes beyond our reasonable control. We will use reasonable efforts to provide advance notice in writing of any scheduled service disruption and to schedule such maintenance, updates or changes to occur outside of business hours.
Evolution of Services: We may at any time change the method of provision of, or access by you to, the Services, or add, remove, change, update and/or disable features and capabilities, as part of the evolution of the Services, including as a result of changes to our arrangements with Third Party Suppliers, changes to applicable law that in our reasonable opinion affect our ability to provide the Services, the manner or cost of providing them or the manner in which you are able to use the Services and/or to change or discontinue any feature or functionality of the Services for any reason, provided that: (a) we may not significantly degrade the core functionality or user experience of the Services during the term of the Agreement; and (b) we will provide you with reasonable advance written notice of any material change (Change Notice). If you consider that any change made pursuant to clause 2.4 significantly degrades the functionality or user experience of the Services and we do not provide equivalent replacement functionality or user experience, you may terminate the Agreement by giving written notice to us within thirty (30) days of the Change Notice, provided that we do not elect to reverse the change before expiry of the notice given by you under this clause 2.4.

Term and Termination

Term: The Agreement starts on the Start Date and, unless terminated earlier in accordance with its terms or as otherwise set out in the Order Form, the Agreement continues until the End Date (Initial Period). On expiry of the Initial Period, the Agreement renews automatically for successive periods as set out in the Order Form (each a Renewal Period) unless either party gives the other party not less than 60 days’ notice to terminate in advance of such expiry of the Initial Period or the then-current Renewal Period (the Renewal Notice Period), in which case the Agreement ends on expiry of the Initial Period or the then-current Renewal Period (as applicable).
Termination for cause: Either party may terminate the Agreement immediately by notice in writing to the other party (or, in the case of Veslo, at Veslo’s discretion, suspend the provision of the Service) if the other party: (a) commits any material breach of this Agreement which is not capable of remedy; (b) commits any material breach of this Agreement which is capable of remedy and fails to remedy such breach within thirty (30) days of receipt of written notice requiring it to do so; (c) commits repeated breaches of the Agreement that, while individually do not constitute a material breach, collectively amount to a material breach when taken together; or (d) becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason.

Refund or payment upon termination: If this Agreement is terminated by you under clause 2.4 (Evolution of Services), clause 3.2 (Termination for Cause), clause 3.3 (Termination for failure to provide Services) or clause 9.4.3 (IP infringement), we will refund you the pro-rata amount of the Fees prepaid by you in relation to the period following termination (if any) and you are released from any obligation to pay Fees due in relation to the period after termination. If this Agreement is terminated by us under clause 3.2 (Termination for Cause), you will not be entitled to a refund of any prepaid Fees and must pay any unpaid Fees in relation to the remainder of the Term to the extent permitted by applicable law. Other than as set out above, termination will not relieve you of your obligation to pay any Fees payable to us for the period up to termination.

Effect of termination: On termination of the Agreement: (a) your right to access and use the Services ends; (b) subject to any ongoing licensing arrangements, each party shall delete, destroy, or return all of the other parties’ Confidential Information in its possession or control (other than Confidential Information stored in an electronic storage system where it is not reasonably possible to delete this information, in which case the receiving party agrees not to access that Confidential Information, unless required by law); (c) the rights and liabilities of the parties accrued at any time up to the termination date are not affected; and (d) all clauses and sections of the Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

Fees and Payment

Fees: You will pay us the Fees in accordance with the Payment Terms set out in the Order Form, electronically in clear funds without any set off or deduction. We may amend the Fees in the manner set out in the Order Form (if applicable). Except as set out in the Agreement, all Fees are non-refundable. Fees do not include Taxes. You are responsible for all Taxes (excluding Veslo’s income taxes). If you are required by law to deduct or withhold Taxes from the amounts due to us under the Agreement, you will ensure that the amount due to us is increased so that the payment actually made to us equals the amount due to us as if no such Taxes had been imposed
Late payments: Without prejudice to any other rights and/or remedies available to us, if Fees are not paid when due, we may, no less than fourteen (14) days after written notice to you of the overdue Fees, suspend your access to and use of the Services, until the overdue amount is received in full.
Disputes: If you believe that Veslo has charged or invoiced you incorrectly, you must pay the applicable charge or invoice and contact Veslo no later than thirty (30) days after the applicable charge request or due date of the tax invoice in which the error or problem appeared to be eligible to receive an adjustment or credit (if applicable).

Restrictions and Responsibilities

Restrictions: You will not, and you must ensure that your Permitted Users, representatives and end clients do not (nor attempt to), directly or indirectly:

reverse engineer, de-aggregate, decompile, disassemble, translate or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services, Data or Dashboard;
copy, reproduce, publish, alter, modify, translate, or create derivative works based on the Services, Data or Dashboard or any part thereof (except to the extent expressly permitted by Veslo or as part of the Permitted Purpose);
combine, integrate, or otherwise use the Services, Data or Dashboard with other materials in a manner that results in the creation of derivative works or products;
data mine, scrape, crawl, aggregate, copy, extract or attempt to harvest (whether by any automated process, ‘brute force attack’ or otherwise) the Services, Data or Dashboard for any purpose, including setting up or adding to a database;
sell, resell, commercialise, assign or transfer any right, title or interest (including any Intellectual Property) in the Services, Data or Dashboard to any person;
use the Services, Data or Dashboard in any way to build a product or service that competes in any way with Veslo’s business (including with the Services offered by Veslo);
remove, alter or deface any copyright notices, disclaimers or other proprietary notice appearing on or in the Services, Data or Dashboard;
attempt to undermine the security of any part of the Services, Data or Dashboard or use them in a manner which may impair their functionality; or
use the Services, Data or Dashboard in any way that constitutes a misuse of any person’s Confidential Information or breach of any person’s rights (including Intellectual Property and privacy) or breaches applicable laws.

Unauthorised access: You are responsible for keeping all access information (including all Login Details) secret and secure. Without limitation, you will: (a) not allow any person other than a Permitted User to access and use the Services; (b) ensure any Permitted User accounts are deactivated in a timely manner following the end of the relevant Permitted User’s employment or engagement with the Customer; (c) ensure that your Permitted Users do not permit any other person to use its Login Details or access or use the Services; (d) not disclose the Login Details to any person other than a Permitted User; and (e) notify Veslo immediately of any known or suspected unauthorised access to or use of the Services or breach of its security and shall use your best efforts to stop any such unauthorised use or breach.
Responsibility for user account: You are responsible and liable for any use of the Services through your account, including the acts and omissions of your Permitted Users, any representatives and end clients.
Monitoring: Although Veslo has no obligation to monitor your use of the Services, Veslo may do so and may suspend access and any use of the Services if we become aware of, or reasonably suspect, a breach of this clause 5.

Confidential Information and Privacy

Confidentiality: Each party (the Receiving Party) agrees and acknowledges that the other party (the Disclosing Party) has disclosed, or may disclose, Confidential Information pursuant to the Agreement. Where the Receiving Party receives Confidential Information from the Disclosing Party under or in connection with the Agreement, the Receiving Party will: (a) keep the Confidential Information strictly confidential, which shall include implementing and maintaining appropriate administrative, physical, and technical safeguards and security measures designed to protect the Disclosing Party’s Confidential Information from unauthorised use or access and which, in the case of Veslo, are no less strict than the data and information security measures that would reasonably and ordinarily be expected of a skilled and experienced provider of services or software products similar to those provided by Veslo under this Agreement; (b) not use, modify, reproduce or exploit the Confidential Information for any purpose other than as is permitted under the Agreement; and (c) subject to clause 6.2, not disclose Confidential Information to any person other than its representatives whose access is necessary to enable it to exercise its rights or perform its obligations under the Agreement and who are under obligations of confidentiality substantially similar to those in this clause 6. Other than as expressly stated, the Agreement does not transfer ownership of Confidential Information or grant a licence thereto. The Disclosing Party retains all right, title, and interest in and to all relevant Confidential Information.
Permitted disclosures: Notwithstanding clause 6.1, the Receiving Party may disclose Confidential Information: (a) to its professional advisors, to obtain legal or other professional advice in relation to matters arising under or in connection with the Agreement; and (b) to the extent required to comply with any applicable law, binding directive of a regulator or a court order, in which case the Recipient must use reasonable endeavours to give the Disclosing Party prior notice of such disclosure (to the extent permitted by law) and disclose only that portion of the Confidential Information necessary to satisfy the relevant requirement.
Exclusions: The Disclosing Party agrees that clause 6.1 shall not apply in relation to any information that: (a) is or becomes generally available to the public through no act or fault of the Receiving Party; (b) was in the possession of the Receiving Party or known by the Receiving Party prior to receipt from the Disclosing Party; (c) was rightfully disclosed to the Receiving Party without restriction by a third party; (d) was independently developed without use of any Confidential Information of the Disclosing Party; or (e) is disclosed by the Receiving Party if required as part of a bona fide sale of its business (assets or shares, whether in whole or in part) to a third party, provided that the Receiving Party enters into a confidentiality agreement with the third party on terms no less restrictive than this clause 6.
Remedies: Each party agrees that breach of this clause 6 may cause irreparable injury to the other party, for which monetary damages may not provide adequate compensation, and that, in addition to any other remedy, the other party will be entitled to seek injunctive relief against any breach or threatened breach, without proving actual damage or posting a bond or other security.
Personal information: In providing the Services, we do not knowingly or intentionally collect, use, access or process any Personal Information. To the extent either party does collect, use, access or process any Personal Information in connection with the Agreement, each party warrants and agrees that it will comply with applicable Privacy Laws. Without limiting the above, you warrant that any Personal Information contained in the Client Data or otherwise disclosed by you, or on your behalf, to Veslo in connection with the Agreement has been collected in accordance with applicable Privacy Laws, and that, as required by applicable Privacy Laws, you have provided affected individuals with any information required to ensure that the individuals understand how their Personal Information may be used by Veslo or obtained the affected individuals consent to the same.
Privacy Policy: In addition to applicable Privacy Laws, our Privacy Policy sets out how we process any Personal Information disclosed by you, or on your behalf, to us in connection with the Agreement. The Privacy Policy applies only to the Services and does not apply to any third party website or service linked to the Services or recommended or referred to through the Services or by Veslo personnel. Each party acknowledges and agrees that the Privacy Policy is incorporated into and forms part of this Agreement, and each party shall comply with its respective obligations in the Privacy Policy in connection with any Personal Information stored, accessed or processed by a party through the Services.
Data security and breaches: Without limiting clause 6.5, we will: (a) ensure that access to Personal Information is given only to Veslo personnel who reasonably require access for the purpose of Veslo carrying out its obligations under the Agreement; (b) promptly notify you if we become aware of an actual or potential breach of applicable Privacy Laws by Veslo or any of its personnel; (c) ensure that all Personal Information is protected from unauthorised access, modification, use or disclosure caused by an act or omission of Veslo (a Data Security Breach); and (d) maintain appropriate mechanisms, in accordance with good industry practice, for detecting the occurrence of Data Security Breaches.

Intellectual Property and Data

Ownership of Intellectual Property: You acknowledge and agree that we own and/or retain all Intellectual Property: (a) in or arising out of the Data (including, for the avoidance of doubt, the Derived Data); (b) in the Dashboard; and (c) developed in connection with the Services, Data and Dashboard (including in any software, applications, inventions or other technology and all graphics, user interfaces, logos, data, and trademarks reproduced through the Services or Dashboard), and all improvements, enhancements or modifications thereto. This Agreement does not grant you any rights, title or licence to the Intellectual Property in or to the Services or any of its components, except as expressly set out in the Agreement.
Feedback: If you provide us with any feedback, ideas, comments or suggestions about the Services, we may use that feedback without any restriction or compensation to you provided that any feedback we use will not publicly identify you.
Client Data: We acknowledge and agree that you (or your licensors, as applicable) are and remain the sole and exclusive owner of all Intellectual Property in Client Data. You acknowledge and agree that we are entitled to rely on the accuracy and completeness of the Client Data and, unless expressly required otherwise, we have no obligation to verify the accuracy or completeness of the Client Data. You undertake to ensure that all the Customer Data inputted into the Services is true, accurate, up to date and without material omission. You grant us a non-exclusive, non-transferable, sub-licensable (to our Third Party Suppliers and subcontractors only), royalty free licence to use Client Data during the term of the Agreement for the limited purpose of providing or making available the Services, Data and Dashboard to you, creating the Derived Data and otherwise exercising our rights under this Agreement. We will not use Client Data for any other purpose without your prior written consent. You represent and warrant that: (a) our use of the Client Data in accordance with the Agreement will not infringe applicable laws or the Intellectual Property or privacy of any third party; and (b) you hold and will continue to hold all necessary licences, consents and authorisations required for us to use the Client Data in accordance with the Agreement.
Analytics: We reserve the right to gather analytics in relation to your activity on, and use of, the Services for our internal purposes, such as billing, gauging interest, identifying usage patterns, conducting statistical analysis and identifying trends and insights and research and development. You agree that such analytics do not comprise Client Data for the purposes of the Agreement.
Responsibility and back-up: You are solely responsible for maintaining a copy of all the Client Data. We have in place for our own purposes policies and procedures to prevent data loss (and recovery), but does not make any guarantee around loss or corruption of any Client Data. You acknowledge and agree that we are not responsible for, and have no liability in respect of, the Client Data, loss or corruption of Client Data, or how the you use the Client Data (or any outputs from it via the Service) and we reserves the right to remove from our servers any content that may expose it to potential liability.

Warranties and Disclaimers

Compliance with laws: Each party represents and warrants to the other on a continuing basis that it will comply with all laws applicable to:

in the case of Veslo, the operation of our business as it relates to the Services; and
in the case of Client, the Client Data and the Client’s use of the Services.

Acknowledgment: You acknowledge and agree that the Services may rely on:

data and information collected and provided by third party sources (including the User Information and Third Party Inputs), which may be subject to the limitations, including errors, inaccuracies and omissions;
data, infrastructure, and services provided by third parties (including Third Party Suppliers), including but not limited to cloud hosting and storage services, data processing services, and communication networks; and
third party Artificial Intelligence and Machine Learning software and tools (AI Tools) to deliver results more efficiently, perform certain product functionality and to leverage the commercial, technological and strategic benefits associated with such AI Tools, including in a ‘customer-facing’ capacity as part of the Services (and in the production of any Service-related outputs) and for our internal business purposes,

and that the reliability, availability and performance of the Services may be affected by the reliability, availability and performance of such third party sources and services, which are beyond our control. You also acknowledge and agree that where the Services include links, integrations or connections to third-party websites, applications or other services, such links, integrations or connections do not imply review or endorsement by Veslo and you proceed at your own risk to a third-party website, application or other services.

Disclaimer: Except as express set out in the Agreement, the Services, Dashboard and the Data are provided on an “as is” and “as available” basis and all terms, warranties, representations and conditions in respect of the Services, Dashboard and the Data are expressly excluded and disclaimed by us (whether express or implied by law or otherwise), including that the Services, Dashboard and the Data, including any tools, data and/or services provided or licensed to us by a Third Party Supplier (including any AI Tools or Third Party Inputs) that are use or integrated or incorporated unto the Services, Dashboard and the Data, will be: merchantable; will meet your requirements; are fit or suitable for your intended purpose or use; or will be uninterrupted, error-free, correct, accurate, completion, current or up-to-date.
Consumer Guarantees Act and Fair Trading Act: The parties agree and acknowledge that, for the purposes of the Consumer Guarantees Act 1993 (NZ) and section 5D of the Fair Trading Act 1986 (NZ): (a) the products and services being supplied to the Customer under the Agreement are being supplied and acquired in trade and are not of a kind ordinarily acquired for personal, domestic or households use or consumption; (b) both parties are in trade; (c) to the maximum extent permitted by law, and as applicable, the parties are contracting out of the provisions of the Consumer Guarantees Act 1993 (NZ), the Contract and Commercial Law Act 2017 (NZ) and all terms implied by common law or custom and sections 9, 12A and 13 of the Fair Trading Act 1986 (NZ); and (d) it is fair and reasonable to be bound by this clause.

Indemnity

Indemnification: Subject to clause 9.2, the first party (Indemnifying Party) will defend the other party (Indemnified Party) against any third party claim against the other party and indemnify and keep indemnified the other party from and against any liabilities, losses, damages, costs and expenses including reasonable legal costs (on a solicitor-client basis) associated with such third party claim to the extent caused by:

where we are the Indemnifying Party, your use of the Services infringing upon such third party’s Intellectual Property; and
where you are the Indemnifying Party, our use of the Client Data infringing upon any third party rights,

each a Third Party Claim.

Causation of breach giving rise to indemnity: The indemnifying Party’s obligations under clause 9.1 will not apply to the extent that the Third Party Claim results from the Indemnified Party’s breach of the Agreement.
Indemnification procedure: If either party becomes aware of or receives a Third Party Claim for which it seeks or may seek indemnification under clause 9.1:

the Indemnified Party will promptly notify the Indemnifying Party in writing of the Third Party Claim;
if the Indemnifying Party requests, the Indemnified Party will afford the Indemnifying Party sole control (at the Indemnifying Party’s cost) over the conduct of the defence of the Third Party Claim and all negotiations for its settlement, in which case:

the Indemnifying Party must consult with and keep the Indemnified Party informed regarding the settlement and/or defence of the Third Party Claim and obtain the Indemnified Party’s prior written approval to any settlement or compromise (not to be unreasonably withheld); and
the Indemnified Party will provide the Indemnifying Party with reasonable information and assistance in relation to the settlement and/or defence of the Third Party Claim.

Indemnification remedy: Where we are the Indemnifying Party and the Services are held by a court of competent jurisdiction to be or are believed by Veslo to be potentially infringing a third party’s Intellectual Property, we may, at our option and expense:

replace or modify the Services to be non-infringing provided that such modification or replacement contains substantially similar features and functionality;
obtain for you a licence to continue using the Services; or
if neither of the foregoing is commercially practicable, terminate the Agreement and provide a refund of prepaid Fees in accordance with clause 3.4.

This clause 9.4, together with the indemnity provided under clause 9.1, states the Customer’s sole and exclusive remedy, and our sole and exclusive liability, in connection with any Third-Party Claims

Limitation of Liability

Mutual limitation: Subject to clauses 10.2 and 10.3, and to the extent permitted by applicable law, each party’s maximum aggregate liability to the other party for all and any liabilities, losses or damages under or in connection with the Agreement (whether in contract, tort or otherwise) will be limited to the total amount of Fees actually paid by you to Veslo under the Agreement during the 12 months prior to the date of the event giving rise to such liabilities, losses or damages.
Exceptions to mutual limitation: Subject to clause 10.3, the limitation of liability in clause 10.1 will not limit the liability of either party arising from or in connection with:

the gross negligence or wilful misconduct of a party;
death or personal injury caused by a party;
fraudulent acts or intentional misrepresentations by a party
the indemnification obligations under clause 9; or
breaches of clause 6,

or any liability to the extent such liability cannot be limited or excluded by applicable law.

No Excluded Loss: To the maximum extent permitted by applicable law, neither party will be liable to the other party for any Excluded Loss arising out of or in connection with the Agreement.
Contributory liability: Each party’s liability to the other party in connection with the Agreement will be reduced proportionately by the extent to which the acts or omissions of the other party caused or contributed to the relevant liability, losses or damage suffered or incurred by the other Party.
Mitigation of liability: Each party must take reasonable steps to mitigate any liabilities, losses or damages it may suffer or incur arising out of anything done or not done by the other party under or in connection with the Agreement (including any amount sought under the indemnity at clause 9).

Disputes

For any dispute between the Client and Veslo, both parties agree to first contact the other party in writing and refer such dispute to a senior executive officer of each party who will use best commercial efforts to resolve the dispute informally and in good faith. If the dispute is not resolved within thirty (30) days of the written notice of dispute, then either party may commence proceedings in any court or tribunal of competent jurisdiction. Nothing in this clause 11 prevents either party from seeking urgent interim or interlocutory or equitable relief from a court of competent jurisdiction as necessary to prevent an actual or threatened infringement of the Agreement, to preserve property or to prevent irreparable harm.

Miscellaneous

Severability: If any provision (or partial provision) of any term under the Agreement is found to be unenforceable or invalid, that provision (or partial provision) will be limited or removed to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable.
Force majeure: No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of the Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labour disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing party’s reasonable control.
Assignment: Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld), provided that either party may assign this Agreement in its entirety, without the other party’s consent, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this clause will be null and void. The terms of this Agreement shall be binding upon the parties and their respective successors and permitted assigns.
Entire agreement: The Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of the Agreement. Each party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of, any warranty or representation (whether made innocently or negligently) that is not set out in the Agreement.
No agency: No agency, partnership, joint venture, or employment is created as a result of the Agreement and neither party has any power or authority to act for or to assume any obligation or responsibility on behalf of the other party or to bind the other party to any agreement.
No contra proferentem: The parties agree that the Agreement is the result of negotiations between them. The Agreement will not be construed in favour of or against either party by reason of authorship.
Delivery of notices: All notices under the Agreement will be in writing and will be deemed to have been duly given: (a) when received, if personally delivered; (b) when receipt is electronically confirmed, if transmitted by e-mail; (c) the day after it is sent, if sent for next day delivery by a recognised overnight delivery service; and (d) upon receipt, if sent by certified or registered mail, return receipt requested.
No waiver: Neither party will be deemed to have waived any of its rights under the Agreement by lapse of time or by any statement or representation other than by an authorised representative in an explicit written waiver. No waiver of a breach of the Agreement will constitute a waiver of any other breach of the Agreement.
Contracting entity and governing law: This Agreement is governed by the laws of New Zealand. The parties submit to the exclusive jurisdiction of the New Zealand courts in respect of all matters relating to this Agreement.
Amendments: Subject to clauses 2.4, 4.1 and 12.11, no variation to the terms of the Agreement will be of any force or effect unless it is in writing and agreed by the parties.
Permitted updates: Notwithstanding clause 12.10, we reserve the right to update the Terms and/or Privacy Policy at any time during the term of the Agreement:

in the case of material changes, by giving you notice in writing; and
in the case of all other changes, by updating the version of the Terms and/or Privacy Policy,

and the updated Terms and/or Privacy Policy (as applicable) shall then apply on and from the commencement date of the next Renewal Period, provided that if we make any such update(s) within the Renewal Notice Period then you may terminate the Agreement by giving written notice to us within such Renewal Notice Period, in which case the Agreement will end on expiry of the Initial Period or the then-current Renewal Period (as applicable).

Counterparts: The Order Form may be signed in counterparts (including copies, scanned email PDF copies, and copies collated through the use of electronic signature collection software such as DocuSign), each of which constitutes an original and all of which constitute the same agreement. A party may enter the Agreement by signing and emailing a counterpart copy of the Order Form to the other party.

Definitions and interpretation

Definitions: Except when expressly provided otherwise, the definitions in this clause apply in the Agreement.

Affiliate of a party means any legal entity in which such party, directly or indirectly, holds more than 50% of the entity’s shares or voting rights, as long as that interest is maintained.

Agreement means the Order Form, the Terms and our Privacy Policy, and any amendments to those documents from time to time.

Client has the meaning set out in the Introduction to the Terms.

Client Data means any data, information, text, content or other materials (including Personal Information) which you provide to Veslo in connection with the Agreement, or that you or any of your Permitted Users upload into the Service or otherwise make available via the Services, but, for clarity, does not include any data, information, text, content or other materials already held by Veslo prior to any supply by you to Veslo.

Confidential Information means the Agreement and any information that is not public knowledge that is directly or indirectly obtained from the other party in the course of, or in connection with, the Agreement and the provision and use of the Services (regardless of whether identified as such or not), and includes:

the Proprietary Information of each party.
the terms of the Agreement and the commercial arrangements between the parties;
any information that the other party knows, or ought to know, is confidential; and
trade secrets, know-how, specifications, inventions, processes or initiatives which are of a confidential nature.

Dashboard means the web-based online Software, platform and dashboard hosted by Veslo and which may be accessed by you and your Permitted Users for the purposes of accessing the Data, and includes the website located at veslo.com.

Data means:

all data and information contained in the Services (which will include all User Information);
any metadata generated by us and the Services in connection with your use of the Services;
the Derived Data;
insights, including analysis, interpretations, conclusions, or actionable information (including trends, patterns, correlations, predictions, or other informational outputs that provide value or inform decision-making):

generated by you through your access and use of the Services (or data and information therein); or
provided by Veslo pursuant to any Services (including as a form of AI generated summarisation, support offering or deliverables); and

any other data and information provided or made available by us or otherwise accessed by you under or in connection with the Agreement,

regardless of format and delivery method, but excluding any Client Data.

Derived Data means any data, information, or content that is created, developed, or generated by processing, analysing, transforming, or manipulating data or information contained in or made available via the Services and Dashboard, including the User Information and Client Data, whether by analysis, derivation, aggregation, modification, adaptation, extrapolation or otherwise, and shall include the boat profiles and/or records.

End Date has the meaning given in the Order Form.

End User means an individual or entity that is the ultimate recipient or beneficiary of the products or services offered by Veslo, for their personal, non-commercial use and benefit.

Excluded Loss means:

special, indirect, consequential loss or damage; or
loss of use, loss of revenue, loss of profits or savings, loss of opportunity, loss or damage to or corruption of data, loss of business, loss of goodwill, loss of reputation (whether direct or indirect),

whether arising in equity, for breach of contract, tort (including negligence), breach of statutory duty, indemnity or otherwise regardless of whether such damage was foreseeable and whether or not been advised of the possibility of such loss or damage.

Fee(s) means the fees payable by you for the Services as set out in the Order Form (as varied from time to time in accordance with this Agreement).

Intellectual Property means all present and future industrial and intellectual property rights whether conferred by statute, at common law or in equity, including all patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights (whether registrable or unregistrable), including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

Order Form means the order form instruction (including in electronic form), subject to these Terms, entered into between the parties.

Payment Terms means the payment terms governing timing of invoices and payments set out in the Order Form.

Permitted Purpose means the purposes expressly set out in the Order Form (and not in any case for personal, domestic or academic use).

Permitted User means your representatives who are authorised by you to access the Services for the purposes permitted under the Agreement.

Personal Information means (1) any information that, alone or in combination, directly or indirectly, relates to, or is capable of being associated with, or could reasonably be linked to, or describes, an identified or identifiable natural person or group of persons, including, for example, direct identifiers such as name or email address, or indirect identifiers such as IP address, device ID, or customer ID, or a combination of data that enables identification, and (2) any information as defined by similar terms under any relevant Privacy Laws.

Privacy Laws means any privacy or data protection laws or regulations in any jurisdiction (as amended from time to time) applicable to the Services performed by Veslo under the Agreement including, without limitation, any applicable U.S. federal and state laws (e.g., the California Consumer Privacy Act), any applicable UK or European laws (e.g., the General Data protection Regulation (EU) 2016/679), any applicable Australian law (e.g., the Privacy Act 1988) and any applicable New Zealand law (e.g., the Privacy Act 2020).

Proprietary Information means business, technical or financial information relating to the relevant party’s business. Proprietary Information of Veslo includes non-public information regarding features, functionality and performance of the Services and Software.

Renewal Period(s) has the meaning given in the Order Form or, if not specified, a period of one (1) year.

Services means those services agreed to be provided to you in the Order Form, made up of provision of the Dashboard and Veslo Data (as applicable).

Software means the Veslo platform and any software, documentation or data related to the Services, and includes any maintenance releases or updates to that software from time to time.

Taxes means taxes, levies, duties or other charges of any kind imposed by any governmental authority, including but not limited to sales, use, goods and services, value-added, excise, withholding, income, payroll, and other taxes, as well as any interest, penalties, or additions thereto.

Term means the Initial Period and any Renewal Period(s), until termination or expiry.

Start Date has the meaning given in the Order Form.

Terms has the meaning set out in the Introduction to this document, as amended from time to time.

Third Party Inputs means data, information, reports, images, plans, documents or other materials of any nature which are supplied to, collected, licensed or acquired by us from a Third Party Supplier and which we use for the purpose of providing the Services.

Third Party Supplier means any entity, government department, agency or other organisation from whom we license the Third Party Inputs.

User Information means all data and information contained in the Services received from our End Users, including invoices, equipment information, photos, maintenance information and certificates.

Veslo has the meaning set out in the Introduction to the Terms.

Interpretation: In the Agreement, unless the context indicates, or agreed, otherwise:

the term includes or including (or any similar expression) is deemed to be followed by the words "without limitation";
any obligation not to do anything includes an obligation not to suffer, permit, or cause that thing to be done; and
all monetary amounts are stated exclusive of taxes and in New Zealand Dollars (NZD), and all amounts payable by a party under this Agreement are to be paid in that currency.

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