Business terms for the ZeroLapse compliance tracking platform.
These Terms govern business use of ZeroLapse by the organisation that creates, accepts or pays for an account (Customer). They are intended for business customers in New Zealand. If you use ZeroLapse on behalf of an organisation, you confirm that you are authorised to bind that organisation.
ZeroLapse is a multi-tenant software service for tracking expiry dates, supporting evidence, renewals and related workflow across staff, vehicles, equipment and locations. It provides visibility, reminders, record organisation and workflow support. It is not a regulator, certification body, insurer, licensing authority, legal adviser or guarantee of compliance.
Compliance and expiry status shown in the service is calculated from the information stored in the service. Pending staff proposals do not alter the operative stored value until approved. Customers remain responsible for checking source documents, legal and contractual requirements, regulator records and the actual status of every obligation.
ZeroLapse offers a 7-day free trial for standard public signups. Other trial periods may apply where an eligible offer expressly says so. A trial does not automatically convert to a paid subscription unless the checkout or order expressly says otherwise. Where a paid subscription is selected, the billing interval, plan, price, tax treatment and included limits shown at checkout or in an agreed order apply.
Paid subscriptions renew for the selected billing interval until cancelled, unless the checkout or order states otherwise. You authorise our payment provider to charge recurring fees and applicable taxes. Upgrades may take effect immediately and may be prorated. Downgrades normally take effect at the end of the current paid period. Cancellation stops future renewals but does not normally shorten an already-paid period.
Fees are payable in advance unless otherwise agreed. Prices and any GST treatment are shown at checkout or in the applicable order. ZeroLapse will only charge GST where legally required and will update customer-facing pricing and invoice wording if its GST status changes.
If payment fails or remains overdue, ZeroLapse may retry payment, notify account administrators, restrict paid features or writes, place the account into a grace or restricted state, or suspend access. Except where required by law or expressly agreed, fees are non-refundable.
ZeroLapse may change prices on reasonable advance notice. A price change for an existing paid subscription will not take effect before the next renewal following the notice period unless the Customer agrees otherwise.
Reminders and notifications are a convenience and may be delayed, blocked, misdirected, suppressed or not delivered because of configuration, third-party services, recipient systems, network conditions or other causes. ZeroLapse does not determine whether a Customer is legally compliant and does not warrant that configured obligations, templates, compliance-library items or industry packs are complete, current or legally correct. The compliance library, starter packs and suggested compliance types are editable starting points only: they are not authoritative statements of law, are not exhaustive, and may not apply to a Customer’s circumstances. Customers remain responsible for deciding which legal, regulatory, contractual and internal requirements apply, editing or supplementing the library as needed, and checking authoritative source documents, regulator records and their actual compliance position.
As between the parties, the Customer retains ownership of data and documents it submits to ZeroLapse (Customer Data). The Customer grants ZeroLapse a non-exclusive licence to host, copy, transmit, process, display, secure, support, back up where applicable, export and delete Customer Data only as reasonably necessary to provide and protect the service, comply with law and enforce this agreement.
ZeroLapse does not sell Customer Data. ZeroLapse may use aggregated or de-identified information that does not identify the Customer or an individual to operate, secure and improve the service.
Each party must comply with applicable privacy law. The Privacy Policy explains how ZeroLapse handles personal information for its own business purposes. Where ZeroLapse processes personal information on a Customer’s behalf, the Data Processing Addendum applies. Customers remain responsible for their own collection notices, indirect-collection obligations, authority, access/correction handling, retention decisions and workforce communications.
ZeroLapse maintains technical and organisational safeguards proportionate to the service and the information processed. Current controls are described in the Security & Trust Centre. No internet service is completely secure. Customers must assess whether ZeroLapse is appropriate for the information they intend to upload and should minimise unnecessary sensitive information.
Unless separately agreed in writing, ZeroLapse does not provide a guaranteed uptime SLA, response-time SLA, recovery-time objective or recovery-point objective. We may perform planned or emergency maintenance and make changes needed for security, legal, operational or product reasons. Where practical, we will give advance notice of a material reduction in paid functionality.
ZeroLapse relies on third-party providers for database, authentication, storage, application hosting, payments, email delivery, monitoring and DNS/security. Their services may be affected by events outside ZeroLapse’s direct control. Current providers relevant to personal information are identified in the Privacy Policy and Security & Trust Centre.
ZeroLapse and its licensors own the service, software, branding, documentation, designs and related intellectual property, excluding Customer Data. During an active subscription, ZeroLapse grants the Customer a limited, non-exclusive, non-transferable right for authorised users to use the service for the Customer’s internal business purposes.
Customer feedback may be used to improve ZeroLapse without payment, provided ZeroLapse does not disclose Customer confidential information or identify the Customer publicly without permission.
The Acceptable Use Policy forms part of these Terms. ZeroLapse may restrict or suspend access where reasonably necessary to respond to illegal activity, abuse, a security attack or exploit, material risk to another customer or the service, non-payment, a material breach of these Terms, or a legal requirement. Where safe and practical, ZeroLapse will give notice and an opportunity to remedy before non-urgent suspension.
Each party must protect the other party’s non-public business, technical, security and commercial information using reasonable care and use it only for the purposes of the relationship. This does not apply to information that is lawfully public, already known without restriction, independently developed or lawfully received from another source. Legally required disclosure is permitted.
ZeroLapse will provide the service with reasonable care and skill. Except for rights and obligations that cannot lawfully be excluded, the service is provided on an “as available” basis and without warranties that reminders will always arrive, that the service will be uninterrupted or error-free, or that use of ZeroLapse will make the Customer legally compliant.
The parties intend this to be a business-to-business transaction. To the extent permitted by section 43 of the Consumer Guarantees Act 1993, the parties agree that the Consumer Guarantees Act does not apply where the statutory requirements for contracting out are satisfied. To the extent permitted by section 5D of the Fair Trading Act 1986, the parties agree to contract out of sections 9, 12A, 13 and 14(1) where the statutory requirements are satisfied and it is fair and reasonable that the parties are bound by that agreement. Nothing in these Terms excludes rights or liability that cannot lawfully be excluded.
To the maximum extent permitted by law, neither party is liable to the other for indirect, consequential, special or punitive loss, or for loss of profit, revenue, savings, goodwill or opportunity arising from the service. ZeroLapse is not responsible for a Customer’s regulatory penalties, expired obligations, missed work, invalid licences, uninsured losses or other compliance consequences to the extent caused by reliance on the service instead of the Customer’s own verification and controls.
To the maximum extent permitted by law, ZeroLapse’s total aggregate liability arising from the service or these Terms is limited to the fees paid or payable by the Customer for ZeroLapse in the 12 months immediately before the event giving rise to the first claim. This limitation does not apply where liability cannot lawfully be limited.
To the extent permitted by law, the Customer indemnifies ZeroLapse against third-party claims and reasonable costs arising from unlawful Customer Data, the Customer’s material breach of privacy or employment obligations, infringement of third-party rights, or misuse of the service, except to the extent caused by ZeroLapse’s own breach, negligence or wilful misconduct. This indemnity is subject to reasonable notice and cooperation.
A Customer may cancel through the available billing interface or by contacting ZeroLapse. Either party may terminate for a material breach that is not remedied within a reasonable written cure period, or immediately where continued service would be unlawful or create a serious security risk.
Customers should export records they need before access ends. ZeroLapse’s current operating intention is to provide up to 30 days after cancellation or termination for an available export request where the account is not suspended for security or legal reasons. After that period, Customer Data may be deleted from active systems, subject to technical deletion cycles, backups, legal retention, fraud prevention, accounting and dispute records. ZeroLapse is not an archival recordkeeping service.
ZeroLapse may update these Terms. Material changes will be notified by email, in-app notice or website notice before they take effect where reasonably practicable. If a material change significantly disadvantages a current paid Customer, the Customer may cancel before the change takes effect.
Neither party may assign this agreement without the other party’s consent, not to be unreasonably withheld, except that ZeroLapse may assign it as part of a bona fide sale, restructuring or transfer of the business or service. Neither party is liable for delay caused by events beyond reasonable control, except payment obligations. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder continues. These Terms, incorporated policies and any applicable order form the entire agreement.
New Zealand law governs these Terms. The parties will first try in good faith to resolve disputes through authorised representatives. Subject to mandatory rights, the New Zealand courts have jurisdiction. Either party may seek urgent interim relief where necessary.
ZeroLapse Limited
Email: hello@zerolapse.co.nz
Website: https://zerolapse.co.nz