These are version 3 of our terms and conditions, effective 29 September 2026. They replace version 2.0, effective 24 August 2026. Clauses have been renumbered, so clause references from version 2.0 no longer line up.
Background
A. These SaaS terms and conditions (Terms) govern the Customer’s access to and use of RedSeed’s manager capability platform and related products and services, and form part of the agreement between RedSeed and the Customer.
B. In these Terms RedSeed means the RedSeed entity identified in the Order, being either RedSeed Limited (NZCN 1908611), trading as RedSeed, or RedSeed Training Pty Ltd (ABN 42 607 498 804), and may also be referred to as “we”, “us” or “our”. The Customer means the person or Entity identified as the customer in the applicable Order and may also be referred to as “you”.
C. By entering into an Order, or otherwise agreeing to these Terms in connection with the Service, the Customer agrees to be bound by the Agreement. If an individual enters into an Order or agrees to these Terms on behalf of another person or Entity, that individual confirms that they have authority to bind that person or Entity.
1. Definitions and interpretation
1.1 Definitions. Unless the context requires otherwise, capitalised words have the following meaning:
AI Features means any functionality within the Service that uses artificial intelligence (AI) or machine learning to generate, analyse, summarise or otherwise produce information, recommendations or insights from Customer Data and other information, including Capability Insights generated by the Service, and includes the AI-powered, conversational leadership assistant, Archie AI.
AI Input means any data, content or information (in any format) submitted by or on behalf of the Customer to, or otherwise processed by, an AI Feature for the purpose of generating AI Output.
AI Output means any information, summary, suggestion, recommendation, insight or other output of an AI Feature, including meeting summaries and Capability Insights. AI Output does not include any underlying AI model, software, meta prompts, template, methodology or other technology forming part of the Service.
Agreement means the agreement between RedSeed and the Customer, comprising these Terms and each applicable Order together with any other document incorporated into the Agreement by the parties.
Authorised User means an employee, contractor or any other individual authorised by the Customer to access and use the Service.
Business Day means a day other than a Saturday, Sunday or a public holiday in New Zealand or New South Wales, Australia depending on which the RedSeed Entity enters into the Agreement.
Capability Insights means AI Outputs generated from Customer Data and may include themes, observations, insights or inferences to assist the Customer with leadership or coaching development.
Confidential Information means all information of a confidential or proprietary nature directly or indirectly made available or exchanged between the parties to the Agreement, in any form, including through use of the Service. Confidential Information includes personal information, the terms of the Agreement, a party’s business information, employee, contractor and customer affairs and Customer Data.
Customer means the person or Entity identified as the customer in the Order.
Customer Data means all data, content, and information, including personal information, in any form, provided by or on behalf of the Customer or its Authorised Users, or generated through the Service for the Customer including Meeting Content, AI Input and AI Output.
Documentation means RedSeed’s user documentation and specifications for the Service, as updated from time to time.
Entity means any company, corporation, trust, partnership, firm, government agency or authority, or other incorporated or unincorporated body of persons.
Fees means the Subscription Fees together with any other amounts payable by the Customer to RedSeed under the Agreement.
Free Service means any Service that RedSeed makes available to a Customer without payment of Subscription Fees, including any free trial of the Service or free plan.
Force Majeure means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Agreement, including any matters relating to transfer of data over public communications networks and any delays or problems associated with any such networks or with the internet, natural disasters, pandemics, acts of war, terrorism, acts of hackers or other malicious actors, strikes and government action.
Intellectual Property Rights means all intellectual property rights, including copyright, trade marks, designs, circuit layouts, patents, inventions, and all other rights or forms of protection of a similar nature or having similar or equivalent effect to any of them, whether under international convention or otherwise, that may subsist anywhere in the world, whether registered or unregistered (including applications for any of the above).
Login ID means a username and password or other form of credential that allows an Authorised User to access and use the Service.
Maximum Authorised Users means the maximum number of Authorised Users permitted to use the Service as specified in the Order.
Meeting Content means agendas, notes, action items, audio or video recordings, meeting summaries and AI Output created, captured or generated using the Service in connection with a coaching meeting between a manager and an employee, staff member or contractor, or any one-to-one meeting.
Order means, as the context requires: (a) an online order or subscription submitted by or on behalf of the Customer through the Website and accepted by RedSeed; or (b) an order form, proposal or other written document agreed between the Customer and RedSeed that sets out the Service being ordered and incorporates these Terms, including any specific terms or amendments expressly agreed between the parties in writing, together with any other documents, annexes or schedules comprising the Agreement.
Permitted Purpose means use solely for the Customer’s internal business operations in accordance with this Agreement. Permitted Purpose expressly excludes: (a) selling, licensing, leasing, assigning, transferring, disclosing (in each case whether or not for charge) or in any way commercially exploiting any part of the Service; and (b) permitting any use of the Service by any person other than an Authorised User.
Privacy Laws means any privacy or data protection law applicable to a party in connection with its performance of the Agreement, including the New Zealand Privacy Act 2020, the Privacy Act 1988 (Cth), the EU General Data Protection Regulation and UK General Data Protection Regulation, each as amended or replaced.
Privacy Policy means the RedSeed privacy policy available here https://www.redseed.com/privacy, as amended from time to time.
RedSeed (and we, us, or our) means the RedSeed entity identified in the Order, being either RedSeed Limited (NZCN 1908611), trading as RedSeed, or RedSeed Training Pty Ltd (ABN 42 607 498 804).
Related Entity means any company, corporation or other Entity that controls, is controlled by, or is under common control with, a party.
Service means the hosted software service made available by RedSeed under this Agreement, including the manager capability platform, its features and functionality, and any AI Features and related services expressly included in the Customer’s Subscription, as further described in the Order.
Service Commencement Date means the date specified in the Order or welcome email sent by RedSeed to the Customer.
Service Data means technical, operational, diagnostic, security, performance and usage data generated or collected by or on behalf of RedSeed through the operation or use of the Service, including logs and diagnostic data, but excluding the substantive content of Customer Data.
Service Provider means a third party engaged by RedSeed to provide services or functionality used by RedSeed in providing, supporting, securing or operating the Service, including hosting, storage, communications, payment processing, analytics, summarisation, recording, AI model and related technology services, but excluding Third Party Product.
Subscription means a subscription to use the Service, subject to payment of the applicable Fees (if any), as specified in the Order.
Subscription Fees means the relevant monthly or annual fees payable by the Customer for the Customer’s Subscription, as set out in the Order, as adjusted under clause 11.7 and 11.8.
Subscription Period means the monthly or annual period commencing from the Service Commencement Date, as may be extended in accordance with clause 3.2.
Third Party Product means any third party software, application, platform, plug-in, integration, content, material, product or service that integrates or connects with, or is made available for use with or through, the Service and which the Customer elects to access, enable or use, but excludes any Service Provider engaged by RedSeed to provide, operate, support or secure the Service.
Use Profile means any attribute or measure used to define or measure the Service use entitlements of the Customer as set out in the Order including the number of Authorised Users and data, storage and AI usage volumes.
Website means https://www.redseed.com.
1.2 Interpretation. Unless the context requires otherwise: 1.2.1 the headings are for convenience only and have no legal effect; 1.2.2 the singular includes the plural and vice versa; 1.2.3 including and similar words do not imply any limit; and 1.2.4 words denoting any gender include all genders.
1.3 Order of precedence. If there is any conflict between the documents forming part of the Agreement, the following order of precedence applies:
1.3.1 any specific terms or amendments expressly agreed in an Order, or any other amendment or variation to the Agreement agreed in writing and signed by both parties;
1.3.2 any data processing agreement or security schedule signed by both parties to the extent of any inconsistency relating to data processing or information security matters only; and
1.3.3 these Terms.
2. Orders and account set up
2.1 Process for Customer registration. To request registration to use the Service the Customer must provide RedSeed with such information as reasonably requested, including the Customer’s legal name and registered address, email address and phone number.
2.2 Confirmation of Customer registration. Following receipt of the required information, and subject to RedSeed’s approval of the Order, RedSeed will confirm the Service Commencement Date using the email addresses provided by the Customer.
2.3 Obtaining all consents. The Customer must ensure it has all rights, licences, permissions, notices and consents necessary in relation to the Customer Data and to permit RedSeed to process the Customer Data as contemplated by the Agreement, including as required under clause 8.2.
2.4 Customer contacts. The Customer must keep up to date the administrative, billing, privacy and security contact details reasonably requested by RedSeed including, any escalation contact required under clause 7.4.
3. Term and renewal
3.1 Term. The Subscription commences on the Service Commencement Date, and continues in force for the Subscription Period (including any renewal period in accordance with clause 3.2), unless earlier terminated in accordance with clause 16.
3.2 Renewal. Upon expiry of the then-current Subscription Period, the Subscription will automatically renew for the same Subscription Period unless: 3.2.1 for a monthly Subscription, either party gives notice to the other at least 10 days before the renewal date; and 3.2.2 for an annual Subscription, either party gives notice to the other at least 30 days before the renewal date, except where an Order expressly states an alternative notice period in which case that alternative notice period will apply.
4. Access to the Service
4.1 Grant of access. Subject to these Terms, RedSeed grants the Customer a non-exclusive, non-transferable right to use the Service and permit its Authorised Users to use the Service during the Subscription Period in accordance with the terms of the Agreement for the Permitted Purpose and in accordance with the Use Profile.
4.2 Availability and maintenance. RedSeed may temporarily interrupt or restrict access to the Service where reasonably necessary for maintenance, upgrades, security, technical or operational reasons. RedSeed will endeavour to keep such interruption or restriction to a minimum and, where practicable, will give the Customer reasonable advance notice of any interruption.
4.3 Changes to the Service. RedSeed may modify, update and improve the Service from time to time, including by adding, changing or replacing features or functionality, provided that any change that materially reduces the functionality of the Customer’s paid Subscription is subject to clause 4.4.
4.4 Material reduction in functionality. During a paid Subscription Period, RedSeed will not remove or materially reduce material functionality without giving the Customer such prior notice as is reasonable practicable, except where reasonably necessary for legal, regulatory, security or technical reasons, or due to a Force Majeure event. If the change materially affects the Customer’s use of the Service and RedSeed does not restore or replace the affected functionality within a reasonable period, the Customer may terminate the affected Subscription on 30 days written notice in which case RedSeed will refund any prepaid Subscription Fees for the unused remainder of the Subscription Period. This is the Customer’s sole remedy under this clause 4.4.
4.5 Third Party Products. The Customer may elect to connect, enable or use Third Party Products with the Service. Where it does so: 4.5.1 the Customer authorises RedSeed to exchange Customer Data with the relevant third party provider; 4.5.2 the Customer is responsible for reviewing and complying with any third party’s terms and privacy notice that apply to its use of a Third Party Product; 4.5.3 the Customer acknowledges a Third Party Product may affect the availability or functionality of the Service, and that RedSeed is not responsible for the Third Party Product, the relevant third party’s handling of Customer Data, or any reduction in functionality caused by that Third Party Product, which for the avoidance of doubt, will not constitute a material reduction by RedSeed under clause 4.4.
4.6 Implementation and additional services. Where RedSeed agrees to provide implementation, configuration, customisation or other services in addition to the Service (“Additional Services”), this will be specified in an Order together with any applicable Fees. Unless expressly agreed otherwise in an Order, clause 13.1 applies to any configuration, customisation, modification, enhancement or development created in connection with any Additional Services.
5. Customer obligations and acceptable use
5.1 Acceptable Use. The Customer must not, and must not permit anyone else to, do any of the following: 5.1.1 use the Service in a way that infringes, misappropriates or violates a person’s rights: 5.1.2 sell, sublicense, distribute, transfer or otherwise make the Service available to, or use the Service for the benefit of, a third party, except as expressly permitted by these Terms; 5.1.3 attempt to reverse engineer, decompile or disassemble the Service, discover the source code, underlying architecture or operation of the underlying model and systems of the Service, or use the Service to provide any product or service that is an alternative, substitute or competitor to the Service; 5.1.4 attempt to undermine the security or integrity of the Service or RedSeed’s (or its Service Providers’) computing systems and networks; 5.1.5 attempt to gain unauthorised access to the Service, any account, Customer Data, system or network connected with the Service; 5.1.6 upload, introduce or transmit any virus, malware or other malicious or harmful code through the Service; 5.1.7 use or misuse the Service in any way which may impair the functionality of the Service, or other systems used to deliver the Service or impair the ability of any other user to use the Service; 5.1.8 upload, distribute or display through, the Service any material that is unlawful, harmful, malicious, threatening, defamatory, obscene, infringing, offensive, sexually explicit, violent or discriminatory.
5.2 Authorised Users and accounts. The Customer is responsible for managing its Authorised Users and their access to the Service and must: 5.2.1 restrict access to the Service to Authorised Users only; 5.2.2 ensure each Authorised User uses their own Login ID to access the Service, keeps it secure and does not disclose it to anyone else; 5.2.3 ensure the number of Authorised Users does not exceed the Maximum Authorised Users; 5.2.4 ensure Authorised Users are made aware of and comply with the obligations and restrictions applicable to them under the Agreement and any applicable policy published under clause 19.3; 5.2.5 ensure that no Authorised User accesses the Service from more than two devices at any one time, unless expressly authorised by RedSeed; and 5.2.6 promptly notify RedSeed of any known or suspected unauthorised use of any Login ID or any other security breach and take such steps as reasonably requested by RedSeed to protect the Service.
5.3 Customer Responsibilities. The Customer is responsible for determining whether the Service is appropriate for its intended use and is solely responsible for: 5.3.1 providing and maintaining the hardware, software, services and network connectivity required to access and use the Service; 5.3.2 ensuring its use, and each Authorised User’s use, of the Service complies with all applicable laws and regulations; and 5.3.3 complying with the Use Profile.
6. Product specific terms
6.1 RedSeed.build Service. The Customer agrees to comply with the applicable storage limit of 1 terabyte (“TB”), unless otherwise specified in the Order for the redseed.build Service.
6.2 RedSeed 1:1 Service. The Customer agrees to comply with the applicable storage limit of 1 TB, unless otherwise specified in the Order for the RedSeed 1:1 Service.
6.3 Free Service. RedSeed may make a Free Service available, which is subject to this Agreement except where expressly stated otherwise in these Terms. Any Free Service is provided "as is" and “as available”, without any service level commitments, and may be changed, limited or withdrawn by RedSeed at any time. RedSeed may delete Customer Data associated with a Free Service account that has been inactive for more than 30 days after giving reasonable notice to the Customer.
7. Artificial intelligence
7.1 AI Features and AI Output. Some features of the Service use AI to analyse AI Input and generate AI Output. The AI Features available to the Customer will depend on its Subscription. AI Output is intended to assist the Customer and its Authorised Users by providing information, summaries and insights. Neither RedSeed nor the Service can make a decision for or on behalf of the Customer. The Customer acknowledges that AI Output, including Capability Insights, do not constitute a determination, assessment or decision by RedSeed concerning Customer Data, the subject matter of the AI Input or AI Output, an Authorised User or any other individual.
7.2 Customer responsibility and human review. The Customer is responsible for reviewing and evaluating AI Output, considering the relevant context, applying the appropriate human judgement before making any decision or taking any action informed by that AI Output. The Customer must not use AI Output, including Capability Insights, as the sole basis for a decision that could reasonably be expected to significantly affect the rights or interests of an individual, including a decision relating to an individual’s employment or remuneration. The Customer must ensure meaningful human oversight and considered review of all AI Output. The Customer must not represent any AI Output or Capability Insights as a decision, assessment or determination by RedSeed or the Service in relation to, or in a way that directly or indirectly affects, any individual.
7.3 Accuracy and limitations. RedSeed does not independently verify Customer Data, AI Input or AI Output and makes no representations or warranties with respect to the accuracy, completeness or suitability of AI Output. The Customer acknowledges that AI Output is generated using automated and probabilistic technologies and may be incomplete, inaccurate, inappropriate or fail to reflect relevant circumstances. Capability Insights are derived from Customer Data and may not reflect information or circumstances that are not available to the Service, including where a meeting was not recorded, a summary was incomplete or inaccurate, or information was omitted from the AI Input used to generate the Capability Insights. The Customer acknowledges and agrees that the Service, AI Features and AI Output are only intended to support learning, coaching and professional development and: 7.3.1 do not constitute legal, employment, psychological, health and safety or other professional advice; 7.3.2 are not intended to replace the Customer’s own investigations, policies, processes, professional advice or appropriate human judgement; and 7.3.3 must not be represented or held out by the Customer or any Authorised User as professional advice or as an assessment, determination or recommendation made by RedSeed concerning any individual.
7.4 Escalation contact. The AI-powered chatbot assistant, Archie AI, is intended to identify and redirect to the Customer any questions concerning matters that require professional or human judgement including dismissal, disciplinary process, statutory entitlements, allegations about a third party, and disclosures about health, safety or personal harm. The Customer must nominate and keep current the appropriate internal contact to whom those queries should be directed. If the Customer does not nominate one, Archie AI may direct the Authorised User to the Customer’s organisation or administrator generally.
7.5 Notification of material issues. The Customer must promptly notify RedSeed if it becomes aware of any material error or malfunction of the AI Features or inappropriate AI Output.
7.6 Changes to AI Features. RedSeed may add, modify, change or discontinue AI Features from time to time. Clause 4.4 applies to any material reduction in functionality of a paid Subscription.
7.7 Additional AI policy. RedSeed may publish a policy containing further details, requirements or information relating to the AI Features from time to time.
8. Meeting functionality
8.1 How meeting functionality works. Where the Customer or an Authorised User enables meeting functionality, including by connecting a work calendar, the meeting functionality may connect to an online meeting and appear as a participant record audio or video and produce summaries, insights or other AI Output from the Meeting Content. The video conferencing service may display its own recording indicator, but that indicator is not deemed consent from any participant nor does it replace the Customer’s obligations under clause 8.2.
8.2 Customer notice and consent. Before using meeting recording functionality, the Customer must: 8.2.1 ensure that it has a lawful purpose and all rights and authority necessary to record, transcribe and otherwise process the relevant Meeting Content: 8.2.2 ensure that, before recording begins, all participants are informed that the meeting will be recorded and and how the resulting content may be used; 8.2.3 obtain any consent, authorisation or other permission required by applicable law; 8.2.4 maintain and apply any workplace policy or other internal process reasonably required for its use of meeting recording functionality; and 8.2.5 not enable or use the recording capability where any consent, authorisation or permission required under applicable law has not been obtained, or enabling or using the meeting recording functionality would otherwise be unlawful.
8.3 Visibility of meeting information. Meeting agendas, notes and action items are visible to meeting participants, except for any note marked private, which is visible only to the Authorised User who created it and is excluded from the AI Inputs used to generate Capability Insights. The Customer acknowledges that calendar events connected to the Service or created or managed through the Service may be visible to other users who can view a meeting participant’s calendar, depending on the Customer’s own calendar settings.
8.4 Retention of recordings. Audio and video recordings forming part of Meeting Content are temporarily retained by RedSeed only for as long as reasonably necessary to provide the recording and summarisation functionality, after which they are deleted in accordance with RedSeed’s documented retention process. All other Meeting Content is retained in accordance with clause 9.6 and any applicable Customer’s instructions.
8.5 Suspension of recording. RedSeed may disable meeting recording or summarisation where RedSeed reasonably believes that functionality is being used in breach of the Agreement or applicable law. Where reasonably practicable, RedSeed will notify the Customer.
8.6 Other participants. The Customer acknowledges that Meeting Content may contain personal information relating to meeting participants as well as other individuals who are not present at the meeting (whether or not those individuals are Authorised Users). If RedSeed receives a privacy request or concern relating to Customer Data that RedSeed holds or processes solely on behalf of the Customer, RedSeed may refer the request to the Customer and provide reasonable assistance in accordance with clause 10.2.
9. Customer Data
9.1 Rights in Customer Data. As between the parties, the Customer retains all right, title and interest in and to the Customer Data. The Customer is responsible for ensuring that Customer Data provided or made available by or on behalf of the Customer may lawfully be provided to and processed by RedSeed under the Agreement, and that the provision, submission and processing of the Customer Data does not breach any applicable law or infringe any third party Intellectual Property Rights. The Customer’s responsibilities for AI Output are further set out in clause 7.
9.2 Use of Customer Data. The Customer grants RedSeed and its Related Entities a non-exclusive, worldwide, royalty-free licence during the Subscription Period (and the permitted retention period set out in clause 9.6) to host, copy, store, transmit, display, modify and otherwise process Customer Data to the extent reasonably necessary to: 9.2.1 provide, support, maintain, operate, administer and secure the Service; 9.2.2 give effect to the Customer’s use of the Service; 9.2.3 provide billing and customer support; and 9.2.4 comply with applicable law. The Customer agrees that RedSeed may grant the corresponding rights to any Service Provider to the extent reasonably necessary to perform services for RedSeed in accordance with clause 10.3.
9.3 No AI Model training. RedSeed will not sell Customer Data or use Customer Data to create advertising profiles or for targeted advertising. RedSeed will not use Customer Data to train, develop or improve any general-purpose AI model. RedSeed will only use a Service Provider to process Customer Data in connection with an AI Feature where the applicable terms or commitments provide that Customer Data will not be used to train, develop or improve the Service Provider’s or any other third party general-purpose AI model. This clause does not prevent: 9.3.1 processing Customer Data as necessary to generate AI Output for the Customer; 9.3.2 the uses permitted under clause 9.4.
9.4 Service Data and aggregated data. RedSeed may use Service Data to operate, support, secure and improve the Service, subject to applicable Privacy Laws. RedSeed may also create aggregated or de-identified data from Customer Data or Service Data so that neither the Customer nor any individual is reasonably identifiable (Aggregated Data). RedSeed may use Aggregated Data for analytics and statistical purposes and to develop and improve the Service and user experience. RedSeed will not attempt to re-identify Aggregated Data. This clause does not permit any use prohibited by clause 9.3.
9.5 Backup and export. The Customer is responsible for maintaining independent copies of Customer Data for legal, regulatory, operational or business continuity purposes. RedSeed maintains operational backups of Customer Data for its own business continuity and disaster recovery purposes in accordance with its documented security and retention practices. Those backups are not intended to replace the Customer’s own backup or record-retention arrangements. During the Subscription Period, the Customer may request an export of Customer Data stored in the Service, which RedSeed will provide within a reasonable period in a standard machine-readable format reasonably selected by RedSeed.
9.6 Return and deletion on expiry or termination. Following expiry or termination of the Customer’s Subscription, the Customer may request an export of Customer Data within 20 Business Days. After that period, RedSeed may delete Customer Data at any time and will delete Customer Data within 90 days after expiry or termination, except where retention is required for legal, regulatory or auditing purposes or the Customer Data remains in operational backups until those backups are overwritten or expire. RedSeed may delete Customer Data earlier at the Customer’s written request, where reasonably practicable. The Customer acknowledges that Customer Data cannot be recovered once deleted.
10. Privacy, security and Service Providers
10.1 Data protection. Each party must comply with its obligations under applicable Privacy Laws. RedSeed’s Privacy Policy https://www.redseed.com/privacy describes how RedSeed handles personal information for its own purposes and otherwise in connection with the Service.
10.2 Privacy Requests. If RedSeed receives a request from an individual concerning access to or correction of personal information that may subsist in Customer Data, RedSeed will refer the request to the Customer. RedSeed will provide reasonable assistance to the Customer in responding to such a request where reasonably requested.
10.3 Service Providers. The Customer authorises RedSeed to engage Service Providers, including those located in other countries, to provide, operate, support or secure the Service, and to make Customer Data available to those Service Providers only to the extent reasonably necessary for those purposes. RedSeed will require each Service Provider with access to Customer Data to be subject to written obligations of confidentiality, privacy and security appropriate to its role, the services it provides and the nature of the Customer Data it processes or stores. RedSeed may change its Service Providers from time to time provided that any replacement Service Provider is subject to equivalent obligations.
10.4 Security. RedSeed will maintain reasonable technical and organisational safeguards designed to protect Customer Data against unauthorised access, use, disclosure, alteration, loss or destruction. If RedSeed becomes aware of unauthorised access or disclosure of Customer Data, or any material loss, alteration or destruction of Customer Data, RedSeed will notify the Customer without undue delay and provide such information and reasonable assistance as reasonably requested by the Customer.
11. Fees and payment
11.1 Subscription Fees. The Customer agrees to pay the applicable Subscription Fees for the Subscription as specified in the Order, as adjusted from time to time under clause 11.7. RedSeed may correct an obvious invoicing error by issuing a corrected invoice or credit note to the Customer promptly after the error is identified.
11.2 Charging of Fees. RedSeed will invoice the Customer, or otherwise receive payment in advance from the Customer, for the Subscription Fees specified in the Order. Any other Fees payable by the Customer will be invoiced in advance. Monthly billing is calculated on the basis of whole calendar months. The Customer must pay each invoice by the applicable due date.
11.3 Payment. Unless otherwise agreed, the Customer will pay the Fees by direct debit, electronic funds transfer or credit card. By providing payment and billing details, the Customer authorises RedSeed and any payment Service Provider to process payment of Fees and other amounts due under the Agreement. The Customer is responsible for any currency exchange or other charges associated with making payment.
11.4 Alternative method. If payment by the Customer’s nominated payment method fails, RedSeed may process payment using another payment method provided by the Customer.
11.5 Payment providers. RedSeed may use third party Service Providers, such as Stripe, to process payments. The Customer authorises RedSeed to provide any such Service Provider with the information reasonably necessary for that purpose.
11.6 Taxes. The Fees are exclusive of any applicable taxes, duties or levies, including goods and services, value-added and similar taxes (“Taxes”). The Customer is responsible for all Taxes on the Fees, and RedSeed may add any Taxes to an invoice that it is required by law to collect. The Customer’s payments must be made without deduction or withholding, except to the extent required by law.
11.7 Fee Changes. RedSeed may adjust the Fees from the beginning of a new Subscription Period by giving the Customer 30 days prior written notice. The adjusted Fees will apply from the relevant renewal date.
11.8 Subscription Changes. If the Customer requests, and RedSeed agrees to, an increase in the scope of its Subscription, including an increase in the Maximum Authorised Users or the addition of services or functionality, RedSeed will set out the changes and any additional Fees in an Order. Unless otherwise agreed, the additional Fees will apply from the agreed effective date and to any subsequent Subscription renewals.
11.9 Compliance with Use Profile. The Customer must ensure that its use of the Service complies with the Use Profile, including the Maximum Authorised Users permitted to access and use the Service. On RedSeed’s reasonable request, the Customer must provide information and assistance reasonably necessary for RedSeed to verify compliance with the Use Profile. If RedSeed reasonably considers that further investigation is required, RedSeed may, on reasonable notice and during normal business hours audit the Customer’s compliance with the Use Profile and the Fees payable for that use. If the Customer has exceeded the Use Profile: 11.9.1 the Customer must pay the additional Fees applicable for that use at RedSeed’s then-current standard pricing; and 11.9.2 if the audit identifies a material breach of the Use Profile, the Customer must reimburse RedSeed’s reasonable external costs of the audit.
11.10 Invoice disputes. The customer must promptly notify RedSeed of any invoice dispute, specifying the disputed amount and the basis of the dispute. The customer must continue to pay any undisputed portion of the invoice by the applicable due date.
12. Confidentiality and publicity
12.1 Confidentiality. Each party (Recipient) must keep confidential and not use or disclose Confidential Information of the other party (Discloser) except for the purpose of performing its obligations or exercising its rights under the Agreement, or as otherwise permitted by this clause 12. The Recipient may disclose the Confidential Information: 12.1.1 to its Related Entities, personnel and professional advisers and, in the case of RedSeed, to its Service Providers where they require that information for those purposes and are subject to similar confidentiality obligations; 12.1.2 to the extent required by law; and 12.1.3 with the prior written consent of the Discloser.
12.2 Exceptions. The confidentiality obligations in clause 12.1 do not apply to Confidential Information that the Recipient can demonstrate: 12.2.1 was lawfully known to the Recipient without restriction before disclosure; 12.2.2 is or becomes publicly available other than through a breach of this Agreement; or 12.2.3 is independently developed by the Recipient without access to or use of the Discloser’s Confidential Information.
12.3 Publicity. Notwithstanding clause 12.1, the Customer permits RedSeed to identify the Customer as a customer of RedSeed and to use the Customer’s name and logo on RedSeed’s website, customer lists, press releases and general marketing materials and to make factual public statements about the Customer’s use of the Service. If RedSeed wishes to publish any testimonial, endorsement or detailed case study attributed to the Customer, it must first obtain the Customer’s prior written approval.
13. Intellectual property
13.1 RedSeed’s intellectual property. All Intellectual Property Rights in and to the Service and Service Data, including the software (including source and object code), algorithms, APIs and user interfaces, Documentation, templates, designs, methodologies, processes, know-how, content, materials, branding and underlying technology, whether developed before, independently of or in connection with the Agreement, and any configuration, customisation, modification, enhancement or development of any of those things created by or for RedSeed in connection with the Agreement, whether or not requested or paid for by the Customer, vest or remain vested in RedSeed or its licensors. For the avoidance of doubt, the Customer’s payment for any configuration, customisation, modification, enhancement or development of the Service does not transfer ownership of any Intellectual Property Rights in that work to the Customer. This clause does not transfer to RedSeed ownership of Customer Data or AI Output dealt with under clause 13.4.
13.2 Assignment of Intellectual Property Rights. If any Intellectual Property Rights described in clause 13.1 vests in the Customer, the Customer assigns those rights to RedSeed and agrees to take all further steps and execute any documents reasonably required by RedSeed to give effect to that assignment. Neither the Customer nor any Authorised User receives any right, title or interest in or to the Service other than the rights expressly granted to the Customer under clause 4.1.
13.3 Feedback. RedSeed may use, modify and incorporate into the Service any ideas, suggestions, comments or feedback (“Feedback”) provided by the Customer relating to the Service. To the extent that any Intellectual Property Rights subsist in that Feedback, the Customer grants RedSeed a perpetual, irrevocable, worldwide, royalty-free, transferable and sublicensable licence to use, modify and otherwise exploit the Feedback in RedSeed’s products and services. The Customer must procure any consent or waiver of moral rights reasonably required for RedSeed to exercise its rights under this clause.
13.4 AI Output. As between the parties, the Customer owns any Intellectual Property Rights that subsist in AI Output generated for the Customer. To the extent any such Intellectual Property Rights vest in RedSeed, RedSeed assigns those rights to the Customer, subject to any third-party rights. Nothing in this clause transfers to the Customer any Intellectual Property Rights in the Service or any underlying AI model, software, RedSeed developed system prompt or prompt template, model configuration, methodology, content, materials or other technology owned or licensed by RedSeed and used to provide the AI Feature or generate the AI Output. For the avoidance of doubt, this does not affect any rights the Customer has in any prompt or other AI Input provided by or on behalf of the Customer. RedSeed does not warrant that any AI Output is unique or that Intellectual Property Rights subsist in any AI Output. The Customer acknowledges that the same or similar output may be generated for other customers from similar or different inputs.
14. Warranties, disclaimers and statutory rights
14.1 Customer Warranty. The Customer warrants that: 14.1.1 it has all rights, consents, permissions and authority necessary for RedSeed to receive, use and process Customer Data and AI Input in accordance with the Agreement; and 14.1.2 its use of the Service complies with applicable law.
14.2 RedSeed Warranty. Subject to the remainder of this clause 14, RedSeed warrants that during the Subscription Period: 14.2.1 the Service will conform in all material respects with the Documentation, when used in accordance with the Agreement; and 14.2.2 RedSeed will provide the Service with reasonable care and skill.
14.3 Free Service. The Customer acknowledges that clause 14.2 does not apply to a Free Service which is provided “as is” and “as available” to the maximum extent permitted by law.
14.4 Internet and external networks. The Service may be subject to delays, interruptions and other problems caused by internet or other public communications networks or any such systems outside RedSeed’s reasonable control. RedSeed is not responsible for any delay, interruption or other failure of the Service to the extent caused by any such network or system.
14.5 Warranty remedy. If the Customer reasonably believes that RedSeed has breached clause 14.2, it must notify RedSeed in writing, providing details of the suspected breach. RedSeed will use reasonable efforts to investigate the matter and, if a breach is identified, correct or re-perform the affected Service.
14.6 Other warranties excluded. Except as expressly set out in this Agreement and to the maximum extent permitted by law, all other warranties, whether express or implied, are excluded. RedSeed does not warrant that the Service: 14.6.1 will meet the Customer’s particular requirements (except to the extent expressly agreed in an Order); 14.6.2 will be uninterrupted or error-free; or 14.6.3 will be compatible with any Third Party Product except where expressly stated in the Documentation.
14.7 Business use and statutory rights. The Customer confirms that it enters into this Agreement in trade and acquires the Service solely for purposes relating to its trade, business or profession, and not for personal, family or household purposes. 14.7.1 New Zealand: Where the requirements of section 43 of the Consumer Guarantees Act 1993 are satisfied, the parties agree that the Act does not apply to the supply of the Service under the Agreement. Where the requirements of section 5D of the Fair Trading Act 1986 are satisfied, the parties agree to contract out of sections 9, 12A, 13 and 14(1) of that Act in relation to the matters covered by the Agreement. The parties agree that it is fair and reasonable for them to be bound by this clause. 14.7.2. Australia: Where Schedule 2 to the Competition and Consumer Act 2010 (Cth) applies to the supply of the Service and permits RedSeed to limit its liability for a failure to comply with a consumer guarantee in relation to services, RedSeed’s liability is limited, at RedSeed’s option, to supplying the affected services again or paying the cost of having those services supplied again, to the extent permitted by section 64A of that Schedule 2. 14.7.3. Mandatory rights: Nothing in this Agreement limits, restricts or excludes any right, remedy or liability to the extent it cannot lawfully be limited, restricted or excluded.
15. Liability and indemnities
15.1 Excluded losses. Neither party will be liable to the other party for: 15.1.1 any indirect, special, incidental or consequential loss or damage; or 15.1.2 any loss of revenue, profits, anticipated savings, business, opportunity, goodwill or reputation, business interruption or cost of obtaining substituted services, whether direct or indirect, arising under or in connection with the Agreement.
15.2 RedSeed’s liability. RedSeed’s total aggregate liability to the Customer under or in connection with this Agreement, whether in contract, tort (including negligence), misrepresentation, breach of statutory duty or otherwise, in each 12 month period during the Subscription will not exceed the Fees paid or payable by the Customer under the Agreement during that period.
15.3 Loss or corruption of Customer Data. The Customer is responsible for maintaining independent copies of Customer Data as provided for in clause 9.5. If Customer Data is lost or corrupted, RedSeed will use reasonable efforts, subject to its backup and retention procedures, to recover or restore the affected Customer Data from available backups. RedSeed does not warrant that recovery or restoration will always be possible. Any liability of RedSeed arising from the loss or corruption of Customer Data is subject to clauses 15.1 and 15.2.
15.4 Unlimited liability. Nothing in this clause 15 limits or excludes: 15.4.1 either party’s liability for fraud, wilful misconduct or any liability that cannot lawfully be excluded or limited; or 15.4.2 the Customer’s obligation to pay all Fees or other amounts due under the Agreement.
15.5 Customer indemnity. Subject to clauses 15.4 and 15.8, the Customer indemnifies RedSeed against all losses, liabilities, damages, costs and expenses (including reasonable legal costs) (Loss) sustained or incurred by RedSeed as a result of a third party claim to the extent that the claim arises from: 15.5.1 Customer Data provided or made available by or on behalf of the Customer infringing a third party’s Intellectual Property Rights; 15.5.2 the Customer failing to have the rights, authority, notices, permissions or consents as required under the Agreement; or 15.5.3 the Customer’s or an Authorised User’s unlawful use of the Service or AI Output, breach of clauses 7.2 or 7.3, or material breach of clause 5 or clause 8. The indemnity does not apply to the extent that the relevant Loss results from RedSeed’s breach of the Agreement or applicable Privacy Laws.
15.6 RedSeed Indemnity. Subject to clauses 15.1, 15.2, 15.4 and 15.8, RedSeed indemnifies the Customer against any Loss arising from a third party claim that the Service infringes a third party’s Intellectual Property Rights. RedSeed has no obligation where the claim arises from: 15.6.1 misuse or modification of the Service by the Customer, an Authorised User, or any other user accessing the Service by or on behalf of the Customer; 15.6.2 combining the Service with any Third Party Product; 15.6.3 Customer Data or any other content created, stored or processed by or on behalf of the Customer, or RedSeed’s compliance with the Customer’s specifications or instructions; or 15.6.4 the Customer’s breach of the Agreement or applicable law (each an “Exclusion”).
15.7 Infringement action. If an infringement claim arises under clause 15.6, RedSeed may at its option: 15.7.1 obtain the right for the Customer to continue to use the affected Service; or 15.7.2 modify or replace the affected Service so that it is no longer infringing; or 15.7.3 if neither 15.7.1 nor 15.7.2 is commercially feasible, terminate the affected Subscription and refund any prepaid Subscription Fees attributable to the unused portion of the affected Subscription Period. Clauses 15.6 and 15.7 set out RedSeed’s entire liability, and the Customer’s sole remedy, in relation to any third party claim that the Service infringes Intellectual Property Rights.
15.8 Indemnity procedure. The indemnified party must: 15.8.1 notify the indemnifying party of a claim promptly after becoming aware of it; 15.8.2 give the indemnifying party control of the defence and settlement; and 15.8.3 provide reasonable cooperation, at the indemnifying party’s cost, in relation to the defence of the claim. Neither party may make any admission, settle or consent to judgement in any way that imposes an obligation on, or admits fault on behalf of the other party, without the other party’s prior written consent, not to be unreasonably withheld or delayed.
16. Termination and suspension
16.1 Material Breach. Either party may terminate the Agreement by written notice if the other party: 16.1.1 commits a material breach of the Agreement that is capable of remedy and does not remedy that breach within 30 days after receiving written notice specifying the breach and requiring it to be remedied; 16.1.2 commits a material breach that is not capable of remedy; or 16.1.3 repudiates the Agreement. If the Customer terminates the Agreement under this clause 16.1 as a result of RedSeed’s material breach, RedSeed will refund any prepaid Subscription Fees attributable to the unused remainder of the affected Subscription Period.
16.2 Insolvency. Either party may terminate the Agreement immediately by written notice if the other party (other than as part of a solvent reconstruction or reorganisation): 16.2.1 is unable to pay its debts as they fall due; 16.2.2 enters into liquidation, receivership or voluntary administration, or has a liquidator, receiver, administrator or similar insolvency officer appointed in respect of it or a material part of its assets; or 16.2.3 enters into a compromise or arrangement with its creditors generally because of actual or anticipated insolvency.
16.3 Suspension. RedSeed may suspend the Customer’s or any Authorised User’s access to all or any part of the Service where reasonably necessary due to: 16.3.1 a material breach of the Agreement that has not been remedied within any applicable period under clause 16.1, or where suspension is reasonably necessary to prevent material harm pending remedy of the breach; 16.3.2 Fees remaining overdue after RedSeed has given the Customer written notice requiring payment; 16.3.3 an actual or reasonably suspected security threat; 16.3.4 unlawful use of the Service; or 16.3.5. action reasonably required to protect the Service, RedSeed, another customer or a third party from material harm.
16.4 Notice of Suspension. Where practicable, RedSeed will give the Customer reasonable notice before suspension under clause 16.3 except where a delay could create a security, legal or operational risk. If prior notice is not practicable, RedSeed will notify the Customer as soon as reasonably practicable after suspension. RedSeed will limit the scope and duration of the suspension so far as reasonably practicable and restore access when the grounds for suspension have been resolved. Suspension does not terminate the Agreement or relieve the Customer of its obligation to pay Fees, and RedSeed will not delete Customer Data solely because access to the Service has been suspended.
16.5 Discontinuation of Service. If RedSeed permanently ceases to provide the relevant Service generally, RedSeed may terminate an affected Subscription on at least 30 days’ prior written notice to the Customer. This clause does not apply to changes to particular features or functionality made in accordance with clause 4. If RedSeed terminates under this clause, RedSeed will refund any prepaid Subscription Fees attributable to the unused portion of the affected Subscription Period.
17. Consequences of termination
17.1 General. On expiry or termination of the Customer’s Subscription: 17.1.1 the Customer’s right to access and use the Service ends, subject to clause 17.2; 17.1.2 the Customer must pay all Fees accrued and payable up to the effective termination date; and 17.1.3 termination does not affect any rights or liabilities of either party that accrued on or prior to termination.
17.2 Authorised User accounts. On expiry or termination of a paid Subscription, RedSeed may, where the relevant functionality is available, downgrade associated Authorised User accounts to the applicable Free Service rather than deactivate those accounts. Any continuing use of the Free Service remains subject to the applicable terms of this Agreement, which will continue in effect in relation to that Free Service.
17.3 Customer Data. Customer Data will be exported, retained and deleted in accordance with clause 9.6.
17.4 No refunds. Except as expressly provided for in clauses 4.4, 15.7, 16.1, 16.5, 19.2 or 19.4 RedSeed is not required to refund prepaid Subscription Fees on expiry or termination.
17.5 Survival. Any provision which by its nature is intended to survive will continue after expiry or termination to the extent necessary to give it effect.
18. Dispute resolution
18.1 Dispute Notice. If a dispute arises under or in connection with the Agreement, either party may give the other party written notice in accordance with clause 19.9 setting out reasonable details of the dispute. The parties will use reasonable commercial endeavours to resolve the dispute in good faith. If the dispute is not resolved within 10 Business Days after the notice is received, either party may refer the dispute to mediation.
18.2 Mediation. If a dispute is referred to mediation, the parties will agree on a mediator within 5 Business Days after the dispute is referred to mediation. If the parties cannot agree, either party may request the Arbitrators’ and Mediators’ Institute of New Zealand where RedSeed Limited is the RedSeed Entity to the Agreement, or Resolution Institute where RedSeed Training Pty Ltd is the RedSeed Entity to the Agreement, to nominate a mediator. The mediation may take place remotely. If conducted in person, the mediation will take place in New Zealand where RedSeed Limited is the contracting party, or in New South Wales where RedSeed Training Pty Ltd is the contracting party.
18.3 Legal proceedings. A party must not commence legal proceedings in relation to the dispute, except as permitted under clause 18.5, unless the dispute has first been referred to mediation and has not been resolved within 20 Business Days after the mediator is appointed.
18.4 Continuing performance. Pending resolution of any dispute each party must continue to perform its obligations not affected by the dispute to the extent reasonably practicable, including the Customer’s obligation to pay any undisputed Fees.
18.5 Urgent action. Nothing in this clause 18 precludes either party from taking immediate steps to seek urgent interlocutory relief before a court of competent jurisdiction.
19. General
19.1 Entire agreement. The Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between them, whether oral or in writing, with respect to its subject matter. Each party acknowledges that it has not entered into the Agreement in reliance on, and will have no remedies in respect of, any representation or warranty that is not expressly set out in the Agreement.
19.2 Changes to these Terms. RedSeed may change these Terms from time to time. RedSeed will give the Customer notice of any material change to these Terms at least 20 days before it takes effect and will publish the version number and effective date. The revised Terms will apply from the effective date. If a change to the Terms materially adversely affects the Customer’s rights or obligations during a current paid Subscription Period, the Customer may notify RedSeed before the change takes effect and terminate the affected Subscription, in which case RedSeed will refund any prepaid Subscription Fees attributable to the unused remainder of that Subscription Period. This right does not apply to a change reasonably required to comply with applicable law or regulatory requirement, address a security or technical risk, or correct an error or ambiguity in the Terms.
19.3 Additional terms and policies. RedSeed may publish additional policies that apply to the Service from time to time, including policies relating to acceptable use, AI and information security. RedSeed will not introduce or change a policy in a way that materially reduces the Customer’s rights or materially increases the Customer’s obligations during a paid Subscription Period except in accordance with clause 19.2.
19.4 Force majeure. Neither party is liable for a delay or a failure to perform an obligation under this Agreement to the extent such failure or delay is caused by a Force Majeure event, provided that the affected party promptly notifies the other party and takes reasonable steps to mitigate the effects of the Force Majeure event. If the Force Majeure event materially prevents or delays the affected party from performing its obligations for more than 30 consecutive days, the other party may terminate the affected Subscription immediately by giving notice to the affected party. This clause 19.4 does not excuse the Customer from paying Fees accrued and payable for the Service provided before termination. If the Customer terminates under this clause because a Force Majeure event materially prevents RedSeed from providing the Service, RedSeed will refund any prepaid Subscription Fees attributable to the unused remainder of the affected Subscription Period.
19.5 Assignment. The Customer may not assign, pledge or transfer any rights, duties or obligations in the Agreement to any other person except with RedSeed’s prior written consent. RedSeed may assign or novate the Agreement to a Related Entity or to a person acquiring all or substantially all of the relevant part of RedSeed’s business or assets and will notify the Customer of the assignment or novation. RedSeed may subcontract performance of its obligations, but remains responsible for those obligations as provided in the Agreement.
19.6 Waiver. No failure or delay in exercising any right or remedy provided under the Agreement or at law constitutes a waiver of that or any other right or remedy, nor does it preclude or restrict the future exercise of that or any other right or remedy. No single or partial exercise of any right or remedy precludes or restricts the further exercise of that or any other right or remedy.
19.7 Severability. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If that modification is not possible, the relevant provision or part-provision will be severed from the Agreement, without affecting the validity, legality or enforceability of any other provision.
19.8 No third party rights. Unless the Agreement expressly provides otherwise, a person who is not a party to the Agreement has no right to enforce or benefit from any provision of the Agreement.
19.9 Notices by email only. All notices under the Agreement must be in writing by email: 19.9.1 for notices to RedSeed to contact@redseed.com; and 19.9.2 for notices to the Customer, to the contact email in the Order or any replacement email address notified to RedSeed. The Customer must keep its contact email current. A notice is deemed received when sent, unless the sender receives a non-delivery message. A notice after 5:00pm on a Business Day or on a day that is not a Business Day, is deemed received at 9:00am the next Business Day. An out of office or similar automated reply does not prevent deemed receipt. If a notice to the Customer is not delivered, RedSeed may resend it to an alternate Customer email address known to RedSeed, including an administrator or billing contact, and the notice will be deemed received in accordance with this clause when resent to that alternate email address.
19.10 Governing law and jurisdiction. The Agreement is governed by the laws of New Zealand and each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of New Zealand, except where the Order identifies RedSeed Training Pty Ltd as the contracting entity, in which case the Agreement is governed by the laws of New South Wales, Australia, and the parties submit to the exclusive jurisdiction of the courts of New South Wales, Australia.
RedSeed Terms and Conditions – Version 3, effective 29th September 2026.
How to contact us
Questions about these terms go to support@redseed.com. Formal notices under clause 19.9 go to contact@redseed.com. For anything about personal information, our Privacy Officer is at privacy@redseed.com, and our privacy policy sets out how we handle it.