1.Acceptance of Terms

By accessing and using the AgriSmart Platform, you confirm that you:

• have read and understood these Terms
• agree to be bound by them
• are authorised to accept these Terms on behalf of your organisation

If you are:

• an administrator of the AgriSmart licence, or
• an external contractor or third party granted access to the Platform on behalf of the Client

you expressly confirm that you have authority to accept these Terms on behalf of the Client and bind the Client to them.

AgriSmart may update these Terms at any time. Continued use of the Platform constitutes acceptance of the updated Terms.

2.Use of the Platform

You are granted a non-exclusive, non-transferable licence to use the Platform for internal business purposes.

You must not:

• modify, reverse engineer, decompile, or reproduce the Platform
• allow unauthorised access or misuse

You are responsible for all activity conducted under your account.

3.Client Obligations

You agree to:

• provide accurate, complete, and timely information required for implementation and ongoing use
• comply with all applicable laws and regulations in New Zealand and Australia (including all States and Territories)
• ensure all authorised users comply with these Terms

You are responsible for all acts and omissions of your personnel, authorised users, and contractors.

4.Fees, Billing and Charges

4.1 Subscription Fees

• Fees are charged on a per employee (user) basis
• Fees may be billed monthly or annually
• Charges may fluctuate based on employee numbers
• All invoices are payable as issued
• Late payments may incur interest at 2% per month
• AgriSmart reserves the right to adjust pricing at its discretion upon written notice to the Client, with updated pricing taking effect from the date specified in the notice

4.2 Implementation, Go-Live and Billing Commencement

To enable implementation of the Platform, the Client must provide all required setup information within agreed timeframes, including but not limited to:

• company details
• employee data
• farms, blocks, and activity codes
• any additional information reasonably requested by AgriSmart

4.2.1 Go-Live Date and Fees

The Client and AgriSmart will use reasonable endeavours to agree a mutually acceptable Go-Live date ("Go-Live Date") and to complete all necessary implementation activities to enable the system to be operational by that date.

Once the Go-Live Date has been agreed in writing, both parties will work in good faith to achieve Go-Live on that date.

If the Go-Live Date is not achieved and the delay is attributable, in whole or in material part, to any act or omission of the Client (including but not limited to failure to provide required data, approvals, resources, or timely responses), then:

1. AgriSmart reserves the right to commence charging the average monthly subscription fees based on the average number of employees over the year from the agreed Go-Live Date; and
2. such fees will continue to be charged on a monthly basis until the system goes live.

From the actual date of Go-Live, fees will be calculated based on the actual number of active employees in accordance with AgriSmart's standard pricing structure.

For the avoidance of doubt: any delay not attributable to the Client will not trigger early commencement of fees under this clause.

4.3 Client Delays and Non-Provision of Information

If the Client fails to provide required implementation information, or delays implementation for any reason within the Client's control, prior to the agreed Go-Live date:

• AgriSmart will not be responsible for any delay in system readiness
• billing will still commence from the agreed Go-Live date

For the avoidance of doubt:

• the Client will be invoiced in full
• fees will be based on agreed pricing and estimated or average employee numbers
• this applies even where the Platform is not fully configured or utilised

4.4 User Limits and Employee Number Adjustments

Where the Client operates under a user limit or requires manual adjustment of employee numbers (including but not limited to dairy or seasonal operations):

• the Client must request any increase in user numbers or licence limits
• AgriSmart will adjust billing based on the updated user count once confirmed
• the Client must notify AgriSmart of any decrease in employee numbers or required reduction in user limits

If the Client fails to notify AgriSmart of a reduction, the Client will continue to be billed based on the last notified or agreed user count, and no adjustments to the pricing will be made.

For the avoidance of doubt:

• AgriSmart is not responsible for monitoring or reducing user counts on behalf of the Client
• billing will continue at the existing level until formal notification is received and processed, and no retrospective adjustments to the user number will be made

4.5 Additional Charges

All additional charges are invoiced monthly and are payable alongside subscription fees.

4.6 Direct Debit Authority

You authorise AgriSmart to debit your nominated account in accordance with agreed billing arrangements unless arranged otherwise.

5.Data, Privacy and Integrations

AgriSmart collects, stores, and processes data in accordance with applicable laws in New Zealand and Australia.

AgriSmart is not liable for any data corruption, data loss, or system issues caused by third-party systems, integrations, APIs, or external software providers, including but not limited to payroll systems, accounting systems, or other integrated platforms.

6.Service Availability

• Support is available Monday to Friday, 8:30am to 5:00pm NZT and AEST/AEDT
• Planned maintenance may occur outside business hours

7.Intellectual Property

All rights, title, and interest in the Platform remain with AgriSmart.

You grant AgriSmart a licence to use your data solely to provide the Services.

8.Limitation of Liability

• The Platform is provided "as is" without warranties of any kind
• AgriSmart is not liable for indirect, incidental, or consequential loss
• Total liability is capped at fees paid in the previous three months

9.Termination and Data Retention

Unless otherwise specified in a separate SLA:

• the Client may terminate with one month's written notice
• AgriSmart may suspend or terminate access for breach

Upon cancellation:

• AgriSmart will retain Client data for a minimum of 7 years in accordance with legal obligations
• it is the Client's responsibility to extract all required data prior to cancellation

If the Client requires access to data after cancellation:

• access may be re-enabled at AgriSmart's discretion
• the Client will be charged the applicable monthly subscription fee plus 10%

10.Service Level Agreements (SLA)

Where the Client has entered into a separate SLA:

• the SLA applies in addition to these Terms
• the SLA prevails only to the extent of any inconsistency

For the avoidance of doubt:

• billing and payment obligations under these Terms apply unless expressly varied in the SLA
• no SLA overrides billing unless explicitly agreed in writing

11.Governing Law and Jurisdiction

• Where the Client is based in New Zealand, these Terms are governed by the laws of New Zealand and the parties submit to the jurisdiction of the New Zealand courts
• Where the Client is based in Australia, these Terms are governed by the laws of Australia and the parties submit to the non-exclusive jurisdiction of the courts of Victoria, Australia

12.Support and Onboarding

12.1 Onboarding Data Requirements

AgriSmart will provide guidance to the Client on the information required for onboarding and the format in which such information must be supplied.

The Client is responsible for ensuring that all data is complete, accurate, and correctly formatted prior to submission.

AgriSmart will import the data into the Client's AgriSmart licence based on the information provided. AgriSmart is not responsible for any errors arising from incorrectly formatted or incomplete data supplied by the Client.

12.2 Initial Training: Horticulture and Viticulture Clients

For Clients operating in the horticulture and viticulture sectors, AgriSmart will provide up to two (2) initial training sessions, with a combined maximum duration of three (3) hours, for administrative staff.

Administrative staff are responsible for training all other users within the Client's organisation.

12.3 Initial Training: All Other Clients

For all other Clients, AgriSmart will provide one (1) initial training session of up to one (1) hour for administrative staff.

Administrative staff are responsible for training all other users within the Client's organisation.

12.4 Parallel Payroll Validation

AgriSmart will conduct up to two (2) payroll runs in parallel with the Client's existing payroll system for the purpose of validating the accuracy of payroll calculations and payslip outputs.

12.5 Invoicing Module Training

Where the Client elects to use AgriSmart's invoicing functionality, AgriSmart will provide one (1) additional training session of up to one (1) hour.

12.6 Additional Initial Support (Discretionary)

AgriSmart may, at its sole discretion, provide additional onboarding and training support as follows:

• Horticulture and viticulture Clients: up to four (4) additional hours
• Dairy farming Clients: up to two (2) additional hours

Such support is not guaranteed and will be determined by AgriSmart based on project requirements.

12.7 Time Recording and Chargeable Support

AgriSmart will maintain records of all support time provided to the Client.

Any support provided beyond the allocations set out above will be charged at a rate of NZD $120 per hour plus GST, unless otherwise agreed in writing.

12.8 Training for New Staff

Any training or support required due to changes in the Client's personnel (including onboarding of new staff) will be treated as additional support and charged at NZD $120 per hour plus GST.

12.9 Scope Limitation

Support services do not include:

• data cleansing or restructuring
• payroll advisory or legal interpretation
• custom configuration outside standard product capability

13.Ongoing Support (Post-Implementation)

13.1 Standard Support (Included in Subscription)

Following completion of onboarding, AgriSmart will provide online and telephone support at no additional cost for queries strictly limited to the standard functionality and use of the AgriSmart platform ("Standard Support").

Standard Support includes:

• guidance on system features, navigation, and configuration within standard product capability
• assistance in understanding system outputs, reports, and calculations generated by AgriSmart
• troubleshooting issues directly related to the operation of the AgriSmart platform

13.2 Service Levels (Where an SLA Applies)

Where the Client has entered into a separate Service Level Agreement (SLA) with AgriSmart, all Standard Support requests will be prioritised, classified, and responded to in accordance with the response and resolution timeframes set out in that SLA.

In the absence of an SLA, support will be provided on a reasonable endeavours basis during standard business hours.

13.3 Exclusions from Standard Support

Standard Support does not include:

• payroll advisory, employment law interpretation, or compliance advice
• data entry, data correction, data cleansing, or restructuring
• custom configuration, integrations, or system modifications
• training beyond the initial onboarding sessions outlined in this Agreement
• business process consulting or optimisation services

13.4 Chargeable Support Services

Any request falling outside the scope of Standard Support will be classified as Chargeable Support Services. Chargeable Support Services will be:

• scoped and agreed with the Client prior to commencement (where practical), and
• charged at NZD $120 per hour plus GST, unless otherwise agreed in writing or specified in an SLA

13.5 New Staff Training

Support or training required due to changes in the Client's personnel (including onboarding of new staff) will be treated as Chargeable Support Services, unless expressly included within an applicable SLA.

13.6 Determination of Scope

AgriSmart retains the right, acting reasonably, to determine whether a request constitutes Standard Support or Chargeable Support Services.

1.Digital Hiring and Inductions

This is a stand-alone module that can be purchased alongside, or independently from, the AgriSmart platform. By purchasing the Digital Hiring module (or participating in any promotional offer that includes it) you agree to abide by the terms and conditions on our website here: https://agrismart.com/terms-and-conditions/.

In addition, you understand and accept that the module is self-service. Support is provided in the form of tips, how-to's and documents in our help library linked here. Any additional, personalised support either by phone or email will be charged at $125 + GST per hour.