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Terms of Service (Clasp NZ Limited)

Effective from: 08 July 2026

These Terms of Service ("Terms") are provided by Clasp NZ Limited ("Clasp", "we", "us", or "our") to you, the user ("you" or "Licensee"), and govern your access to and use of our cloud-based platform for early childhood education centre compliance and policy management.

These Terms are effective upon your acceptance (the "Effective Date") and govern use of the Software provided by Clasp NZ Limited, a company incorporated under the laws of New Zealand.

By agreeing to these Terms, you confirm that you have read, understood, and accepted them.

1. Definitions

For the purposes of this Agreement:

  1. Software means Clasp's cloud-based platform for ECE compliance and policy management.
  2. Documentation means user guides, reference materials, and other supporting materials.
  3. Trial Period means the two-week free evaluation period.
  4. Effective Date means the date you accept these Terms.
  5. Confidential Information means non-public business, technical, financial, or operational information.
  6. Territory means New Zealand.

2. Agreement by Organisation or Individual

Each user confirms they are either:

  1. entering into this Agreement as an individual; or
  2. acting on behalf of an organisation and have authority to bind that organisation to these Terms.

3. Amendments Must Be in Writing

Clasp may update these Terms from time to time. Any changes will be made in writing, and notice may be provided by email or through the Software. By continuing to use the Software after updated Terms take effect, you agree to them. If you do not agree, you must stop using the Software and cancel your subscription.

4. Licence Grant

Subject to your compliance with these Terms and payment of applicable fees, Clasp grants you a non-exclusive, non-transferable, revocable licence to use the Software for internal compliance operations at your New Zealand-based ECE centre.

You must not:

  • copy, modify, reverse engineer, or resell the Software (except as permitted by law);
  • remove proprietary notices;
  • transfer or assign rights without consent;
  • use the Software for unlawful purposes;
  • challenge Clasp's ownership or intellectual property rights.

You must take reasonable steps to protect the Software from unauthorised access or misuse.

5. Backups

Clasp performs regular backups of customer data.

However, you are responsible for ensuring the accuracy and completeness of data you upload or create within the platform.

6. Approved Purpose

Clasp is a compliance and operational management platform for ECE centres, enabling you to:

  • Manage and tag policy documents against licensing criteria
  • Schedule and log emergency drills
  • Generate and email evacuation reports (PDF) to Fire and Emergency NZ (FENZ)
  • Receive reminders for policy reviews and emergency drills
  • Share policies via public URLs with view/comment functionality
  • Access via web and mobile platforms

7. Early Access & Feedback

From time to time, Clasp may invite users to participate in early access or beta features. These users may provide feedback, suggestions, and usage insights to assist in product development.

Such participation does not create any partnership, joint venture, or ownership interest in Clasp or its intellectual property.

Clasp retains full discretion over whether to implement any feedback or suggestions provided.

8. Support Services

Support is provided via email at clasp.nz@gmail.com.

  • Response time is typically within 1–3 business days
  • Support channels or offerings may be modified from time to time, with reasonable notice where practicable
  • No service level guarantees are provided

9. Trial, Subscription, and Termination

You begin with a 2-week free Trial Period starting on the Effective Date.

During the Trial Period:

  • You receive access to the Software for evaluation purposes only.
  • Before the Trial Period ends, Clasp will notify you with instructions for continued access or data retrieval.

After the Trial Period:

  • Continued access requires a paid subscription (weekly or monthly via Stripe)
  • Fees are GST-inclusive and NZD-based
  • You may cancel at any time; access continues until the end of the billing period
  • No refunds or credits are provided for partial periods
  • Unpaid accounts will be suspended at the end of the billing cycle

Clasp may cease offering services or wind down operations with reasonable notice, including providing customers with a period to retrieve their data where practicable.

10. Fees, Billing, and Payment

  1. All fees are GST-inclusive and payable in NZD.
  2. Failure to pay may result in suspension of access at the end of the billing period.
  3. No refunds are provided for unused time unless required by law.

11. Intellectual Property and Content

  1. Clasp NZ Limited owns all rights, title, and interest in the Software and Documentation.
  2. You retain ownership of content you upload to the Software.
  3. You grant Clasp a worldwide, royalty-free licence to use, process, store, and display your content solely for the purpose of operating, maintaining, and improving the Software and related services.
  4. Any feedback you provide may be used by Clasp to improve its products and services under a perpetual, royalty-free licence.

12. Confidentiality

  1. Each party must protect the other's Confidential Information and only disclose it on a need-to-know basis.
  2. This obligation continues after termination.

13. Evacuation Reporting & Compliance

Clasp generates and emails evacuation reports (PDFs) to Fire and Emergency New Zealand (FENZ), and CCs the user's registered email address.

While Clasp monitors system delivery where possible, you acknowledge and agree that:

  • You are responsible for verifying successful submission and receipt of reports by FENZ
  • Clasp does not guarantee receipt, acceptance, or processing by third parties
  • Email delivery may be affected by external filtering or technical issues
  • You remain responsible for compliance with all applicable regulatory obligations

14. Third-Party Dependencies

The Software depends on third-party providers including AWS, Stripe, HubSpot, and analytics providers.

Clasp is not responsible for the availability, performance, or actions of third-party services.

15. Data Handling, Retention & Deletion

  1. We collect and store user account information including names, email addresses, and building-owner contact details where provided.
  2. You agree not to intentionally upload personal information relating to children. The Software is designed for operational compliance records rather than storing identifiable child data, and any such use is incidental and not intended.
  3. Data is stored securely using industry-standard practices.
  4. Upon termination or cancellation:
    1. Data is retained for 30 days to allow retrieval
    2. After 30 days, data is permanently deleted unless earlier deletion is requested via email
    3. Deleted data cannot be recovered.

15.1 Data Use

  1. Customer data is used solely to provide and improve the Software.
  2. We may use analytics tools (such as Google Analytics and PostHog) to collect technical usage data, which may include device type, browser information, and IP address (where applicable), for purposes including product improvement, performance monitoring, and security.
  3. Further details are available in our Privacy Policy.

15.2 Privacy Policy

  1. Clasp complies with the New Zealand Privacy Act 2020.
  2. Our Privacy Policy explains how we collect, use, and protect personal information and is available on our website.

15.3 Cookies

  1. We use cookies to improve user experience and analyse usage.
  2. You may disable cookies in your browser, but this may affect functionality.

16. Warranties & Exclusions

16.1 Mutual warranties

Each party warrants it has authority to enter into and perform these Terms.

16.2 Software warranty

Clasp warrants that, during normal use, the Software will materially perform in accordance with its Documentation.

However, the Software may contain bugs, errors, or interruptions typical of cloud-based software.

16.3 Remedies

If a material defect occurs, Clasp may, at its discretion:

  • repair
  • replace
  • or provide a workaround

This is your sole remedy for such issues.

16.4 Exclusions

Clasp is not responsible for defects caused by:

  • unauthorised modification
  • misuse
  • use outside intended purpose

16.5 Statutory rights

To the maximum extent permitted by law:

  • all other warranties are excluded
  • where they cannot be excluded, liability is limited to the fees paid in the prior 12 months
  • Nothing in these Terms limits your rights under the Consumer Guarantees Act 1993 or other applicable New Zealand law.

17. Indemnity

You agree to indemnify Clasp NZ Limited against claims arising from:

  • your use of the Software
  • breach of these Terms
  • content you upload

18. Limitation of Liability

To the maximum extent permitted by law:

  1. Clasp's total liability arising out of or in connection with these Terms shall not exceed the total fees paid by you in the 12 months preceding the event giving rise to the claim.
  2. Clasp is not liable for:
    • indirect or consequential loss
    • loss of revenue, profits, or data (except where required by law)
    • business interruption
    • loss arising from third-party services

19. Force Majeure

  1. Neither party is liable for delays or failures caused by events beyond reasonable control.
  2. The affected party must resume performance as soon as reasonably practicable.

20. Term Modification

  1. Clasp may update these Terms:
    • with 30 days' notice for material changes
    • immediately for legal or regulatory reasons where required
  2. Continued use constitutes acceptance.

21. Notices

  1. Notices may be provided via email to your registered address or clasp.nz@gmail.com.
  2. Cancellation may be completed via Stripe or by email.

22. Governing Law & Disputes

  1. These Terms are governed by the laws of New Zealand.
  2. Any disputes will be subject to the jurisdiction of New Zealand courts.
  3. Parties agree to attempt good-faith resolution before commencing legal proceedings.

23. Entire Agreement

  1. These Terms, together with the Privacy Policy, constitute the entire agreement between the parties and supersede all prior agreements.
  2. If any provision is found invalid, the remaining provisions remain in effect.

Contact

For support or enquiries:

clasp.nz@gmail.com

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