These are version 2.0 of our terms and conditions, effective 24 August 2026. They replace the version last updated on 15 April 2025. Clause numbering follows that version, so the two can be read side by side.
Background
A. These SaaS Terms and Conditions (Terms) set out the terms applicable to the supply, access and use of RedSeed’s online learning and coaching products and associated services (together the Service) and other information, resources, learning content and courses provided by RedSeed.
B. By registering to use the Service and/or ordering any Service, the Client acknowledges and represents that the Client has read and understood these Terms and agrees to be bound by them.
C. These Terms are version 2.0, effective from 24 August 2026. They replace the version last updated on 15 April 2025.
1. Definitions and interpretation
1.1 Definitions. Unless the context requires otherwise, capitalised words have these meanings:
AI Features means those parts of the Service that use artificial intelligence to generate content, including meeting summaries, suggested agenda topics, suggested action items, course and resource recommendations, coaching quality scores, Capability Insights, and the conversational leadership assistant.
AI Output means any content generated by the AI Features.
Business Day means any day other than a Saturday, a Sunday or a public holiday in New Zealand.
Capability Insights means scores, ratings, themes or other inferences about a User’s leadership or coaching capability that the Service derives from Client Data, including from Meeting Content.
Client means the client specified on the Order.
Client Data means any data, content, and information (including personal information) inputted by the Client or with the Client’s authority into the Service, and stored by the Service, including User data generated by the operation of the Service such as meeting notes, Meeting Content and Capability Insights. Client Data also includes any video content recorded at the Client’s premises (i.e. store / office / workspace), where such video content is incorporated by us into a customised training video created for and made available to the Client.
Confidential Information means all information of a confidential nature directly or indirectly made available or exchanged between the parties to the Contract, whether in paper form, electronically or orally, including through use of the Service. Confidential Information includes any personal information provided or received, the terms of the Contract, a party’s business information, employee, contractor and customer affairs and, in the case of the Client, all Client Data.
Contract means the agreement between the Client and us, comprising these Terms, the Order and other terms referred to in clause 16.2.
Data Protection Laws means the Privacy Act 2020 (New Zealand), the Privacy Act 1988 (Cth) (Australia), and any other privacy or data protection law applicable to a party’s performance of the Contract.
Entity means any company or corporation, trust, limited partnership, partnership or firm, agency of any government or authority, public, territorial or regional authority, or other incorporated or unincorporated body of persons.
Free Version means any version of the Service that we make available without payment of Subscription Fees, whether or not an Order exists.
Intellectual Property Right means any current and future intellectual property rights, whether registered or unregistered, including copyright, design rights, trademarks, service marks, trade names, domain names, rights in logos and get-up, patents, inventions, Confidential Information and know-how, all rights in computer software, design, privacy, and databases.
Fee means any amount payable by the Client under the Contract, including any Subscription Fees.
Maximum Users means the maximum number of Users permitted to use the Service as specified in the Order.
Meeting Content means agendas, notes, action items, audio or video recordings, transcripts and AI-generated summaries created in connection with a coaching meeting or one-to-one conducted through or recorded by the Service.
Order means, as the context requires, either: (a) the online order placed through our Website, and accepted by us, setting forth the details of the Client’s Subscription, including the applicable Subscription Fee; or (b) the written agreement between the Client and us setting forth the details of the Client’s Subscription, including the applicable Subscription Fee.
Privacy Policy means the privacy policy available on the Website, 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). If the Order does not identify an entity, RedSeed means RedSeed Limited.
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 service provided under the Client’s Subscription, as further described on the Order.
Sub-processor means a third party engaged by us to process personal information contained in Client Data in connection with providing the Service.
Subscription means a subscription to use the Service, subject to payment of the applicable Fees (if any), with such subscription recorded in the Order.
Subscription Fees means the relevant monthly or annual fee (if any) payable by the Client for the Client’s Subscription, as set out in the Order, as adjusted under clause 7.7.
Terminable Event means: (a) a breach of the Contract that is not remedied within 7 days after receiving notice identifying the breach and requiring it to be remedied, where that breach is remediable; (b) a breach of the Contract that is not capable of remedy; (c) a party is, becomes, or is deemed to be, insolvent or bankrupt; (d) a party makes an assignment for the benefit of, or enters into or makes any arrangement or composition with, its creditors; (e) a party goes into receivership or has a receiver, trustee and manager (or either of them) (including a statutory manager) appointed in respect of all or any of its property; or (f) any resolution is passed, or any proceeding is commenced, for the winding up or liquidation of a party (other than for the purposes of a solvent reconstruction).
User means each staff member, collaborator or other relevant person of the Client who is registered and permitted to use the Service from time to time.
Website means https://www.redseed.com
1.2 Interpretation. Unless the context requires otherwise, in the Contract: 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 Precedence. If there is any conflict between the terms of the Contract, the following order of precedence applies: 1.3.1 any variation to the Contract agreed in writing and signed by both parties; 1.3.2 any data processing agreement or security schedule signed by both parties; 1.3.3 the Order; and 1.3.4 these Terms.
2. Registration for the service
2.1 Process for Client registration. To request registration to use the Service the Client must provide us with the details requested by us, which may include (among other things) the Client’s legal name, e-mail address, physical address and phone number.
2.2 Confirmation of Client registration. Following our receipt of all requested information, and our approval of the Order, we will confirm commencement of the Client’s Subscription using one of the Client’s addresses provided.
2.3 User consents. The Client is responsible for obtaining any consents required by applicable law from all individual Users for their personal information to be provided to us, associated with their User account, and used by us in connection with the Service, and for giving those Users the notices required by clause 6B.
2.4 Privacy Officer contact. The Client must provide and keep current the contact details of a person responsible for privacy and data requests relating to its Users, and an escalation contact for the purposes of clause 6A.7.
3. Term and renewal
3.1 Term. The Client’s Subscription commences on the commencement date specified in the Client’s account information on the Service and/or the Client’s welcome email for the Service and continues in force for the Subscription term (plus any renewal in accordance with clause 3.2), unless sooner terminated in accordance with clause 13.
3.2 Renewal. Upon expiry of the then-current term, the Client’s Subscription will automatically renew for the same monthly or annual term set out in the Order commencing from the expiry of the then-current term, unless: 3.2.1 for a monthly Subscription, either party notifies the other party not less than 10 Business Days prior to that date that the Client’s Subscription will not renew; and 3.2.2 for an annual Subscription, either party notifies the other party not less than three (3) months prior to that date that the Client’s Subscription will not renew.
4. Use of service
4.1 Grant of access. We grant the Client the right to access and use, and allow the Client’s Users to use, the Service in accordance with these Terms and any limitations or restrictions set out in the Order. This right of use is non-exclusive, subject to the Contract, and any applicable laws.
4.2 Supported browser. The Client is permitted to access and use the Service via the supported web browser, being the then-current version of the supported web browser(s) specified in the Order at any time.
4.3 Changes and availability. The Service may be changed or updated from time to time by us. If for any reason we have to interrupt the Service for longer periods than we usually anticipate, we will use reasonable endeavours to publish in advance details of such activity by email and/or via an update on the Service.
4.4 Material reduction in functionality. We will not remove or materially reduce functionality that the Client relies on under a paid Subscription without giving the Client at least 30 days’ notice. If a removal or reduction has a material negative effect on the Client, clause 16.4 applies.
5. Client obligations
5.1 General obligations. The Client must only use the Service for the Client’s own lawful internal business purposes in accordance with the Contract and any notice sent by us.
5.2 Client obligations. The Client: 5.2.1 may use the Service for the Client’s internal business purposes in relation to the Client’s business only; 5.2.2 must not use, nor allow any person (including any User) to use, the Service in relation to, or for the purposes of, any other business; 5.2.3 is responsible for determining who can be a User and what level of access to the Service each User has; 5.2.4 is responsible for all Users’ use of the Service. We have no responsibility or liability for the actions of any User; and 5.2.5 must ensure each User is made aware of, and complies with, the conditions of use in clause 5.4 and the obligations in clauses 6A and 6B.
5.3 Usernames and passwords. The Client must ensure that all usernames and passwords required to access the Service are kept secure and confidential. All Users must select their passwords carefully, and passwords must be unique, not be sequential or easily-guessable, and must comply with our password policy (as updated from time to time). The Client must immediately notify us of any unauthorised use of any password (or any of the Users’ passwords) or any other breach of security and the Client must take all other actions that we reasonably deem necessary.
5.4 Access conditions. When accessing and using the Service, the Client must: 5.4.1 not attempt to undermine the security or integrity of our computing systems or networks or, where the Service is hosted by a third party, that third party’s computing systems and networks; 5.4.2 not 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; 5.4.3 not attempt to gain unauthorised access to any materials other than those to which the Client has been given express permission to access or to access the computer system on which the Service is hosted; 5.4.4 not transmit, or input into the Service, any files that may damage any other person’s computing devices or software, content that may be offensive, or material or Client Data in violation of any law; 5.4.5 not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Service except as permitted by law; 5.4.6 not use or permit the use of the Service for the business of any other Entity or individual; 5.4.7 ensure that each User account is allocated to and used by only one person at any time; 5.4.8 ensure that the number of Users does not exceed the Maximum Users; 5.4.9 ensure that no User accesses the Service from more than one device at any one time, unless expressly authorised by us; and 5.4.10 not store excessive Client Data on the Service beyond what is reasonably required for the Client’s use of the Service and comply with any specific storage limits set by us.
5.5 Prohibited uses. The Client must not, and must not permit any User to, use the Service: 5.5.1 to conduct a disciplinary investigation, grievance process or performance management process, or to store records of one, unless the Client has satisfied itself that doing so is lawful and appropriate; 5.5.2 to record a meeting where recording is prohibited by law or by the Client’s own policies; 5.5.3 to make, or as the sole basis for making, any decision described in clause 6A.4; or 5.5.4 to obtain legal, employment law, medical or safety advice.
5.6 New functionality. The Client may make requests for new functionality or features by contacting us. We will discuss the Client’s requirements and any associated costs with the Client.
6. Product specific terms
6.1 RedSeed.build Service. The Client agrees to comply with the applicable storage limits for the redseed.build Service.
6.2 RedSeed 1. 1 Service: The Client agrees to comply with the applicable storage limits for the RedSeed 1:1 Service.
6.3 Free Version. 6.3.1 We may make a Free Version available with no Subscription Fee. The Free Version is provided on an “as is” basis, with no service level commitment, and may be changed, limited or withdrawn by us at any time on reasonable notice. 6.3.2 We may delete Client Data associated with a Free Version account that has been inactive for more than 12 months, after giving notice to the account holder. 6.3.3 Clauses 6A, 6B and 9 apply to the Free Version in full. 6.3.4 Where a User registers for the Free Version other than under an Order placed by the Client, that User accepts these Terms on their own behalf and, where they register using an organisational email address, on behalf of the organisation that controls that address.
6A. Artificial intelligence
6A.1 What the AI Features do. Parts of the Service use artificial intelligence to draft meeting summaries, suggest agenda topics, action items, courses and resources, generate coaching quality scores and Capability Insights, and answer questions through a conversational leadership assistant. The AI Features available to the Client are those enabled for the Client’s Subscription.
6A.2 People decide. The AI Features suggest and draft. They do not make decisions. No employment decision is made by the Service. AI Output is intended to be reviewed, edited or discarded by a person before it is acted on.
6A.3 AI Output is not advice. AI Output is not legal, employment law, industrial relations, medical, psychological or health and safety advice, and must not be relied on as such. The Client acknowledges that employment law differs by jurisdiction and that the Client is responsible for obtaining its own advice.
6A.4 Decisions the Client must not base on AI Output alone. The Client must not use AI Output, including any coaching quality score or Capability Insight, as the sole or determinative basis for any decision to dismiss, discipline, demote, restructure, promote, or change the remuneration of a User or other individual.
6A.5 Accuracy. AI Output is generated from the Client Data available to the Service and may be incomplete, out of date or wrong, including where a meeting was not recorded, a transcript was partial, or a note was marked private. We do not warrant the accuracy of AI Output.
6A.6 No training of general-purpose models. We will not use Client Data to train general-purpose artificial intelligence models, and we will require each Sub-processor that processes Client Data for the AI Features not to do so.
6A.7 Escalation contact. The conversational leadership assistant is designed to decline to advise on 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, and to direct the User to a human instead. The Client must nominate and keep current the contact or resource to which those Users should be directed. If the Client does not nominate one, the assistant will direct Users to their own organisation generally.
6A.8 Changes to AI Features. We may add, change or withdraw AI Features. Clause 4.4 applies to any material reduction.
6A.9 Additional AI policy. We may publish a policy setting out further detail about the AI Features under clause 16.2.
6B. Coaching meetings, recording and transcription
6B.1 What happens. Where the Client has meeting features enabled and a User connects a work calendar, the Service may join a video meeting as a participant, record it, produce a transcript, and generate a summary and other AI Output from it. The video conferencing platform displays its own recording indicator.
6B.2 The Client’s notice and consent obligations. The Client is responsible for: 6B.2.1 telling its Users, and any other person who may attend a meeting, that meetings may be recorded and transcribed through the Service, and what happens to that content; 6B.2.2 obtaining any consent required by any law applicable to the Client or its Users before a meeting is recorded, including in jurisdictions where the consent of every participant is required; 6B.2.3 having and applying its own policy on when recording is and is not appropriate; and 6B.2.4 not enabling recording for any meeting where recording would be unlawful or contrary to that policy.
The Service does not obtain consent from meeting participants on the Client’s behalf, and nothing in the Service should be treated as doing so.
6B.3 Visibility. Meeting agendas, notes and action items are visible to the meeting participants. Notes marked private are visible only to the User who authored them, and are excluded from the inputs used to generate coaching quality scores and Capability Insights. Calendar events created by the Service may be visible to other people who can see a participant’s calendar, depending on the Client’s own calendar settings.
6B.4 Retention of recordings. Audio and video recordings are retained only for as long as needed to produce a transcript, and are then deleted. Transcripts, summaries and other Meeting Content are retained in accordance with clause 10 and the Client’s instructions.
6B.5 Suspension of recording. We may disable recording for the Client, on notice and with reasons, where we reasonably believe it is being used in breach of clause 5.5 or this clause 6B.
6B.6 Third party participants. The Client acknowledges that a recording or transcript may capture, or refer to, people who are not Users and who have no account. The Client is responsible for handling any request from such a person about that content, and we will assist under clause 9.5.4.
7. Fees and payment
7.1 Subscription Fees. Unless otherwise agreed, the Client agrees to pay, on a monthly or annual basis (or as otherwise specified on the Order), all Subscription Fees for the Client’s Subscription at the amount specified in the Client’s Order (or if no amount is specified in the Order, at our then-current fees published on our Website at the time of ordering the Service), as adjusted from time to time under clause 7.7. If the Client uses a Free Version, no Subscription Fees are payable for that use.
7.2 Charging of Fees. The Client authorises us to invoice and receive payment from the Client in advance for Subscription Fees on a monthly or annual basis (in accordance with the Order) and invoice and receive payment from the Client for all other Fees. Monthly billing is calculated on the basis of whole calendar months. The Client must pay each invoice by the applicable due date.
7.3 Payment. Unless otherwise agreed, the Client will pay the Fees by direct debit, electronic funds transfer or credit card. We may require the Client to provide alternative payment methods or vary the foregoing payment methods. In supplying the Client’s credit card details, the Client authorises us to invoice, and our payment service provider (Stripe) to process payment of, the Fees and any other outstanding amounts (as applicable) as they become due. The Client agrees to pay all fees and currency charges incurred or associated with completing payments so that we receive the full amount invoiced.
7.4 Alternative method. If payment by one payment method fails, the Client acknowledges that we are authorised by the Client to take payment from an alternative payment method the Client has provided (if applicable).
7.5 Stripe. To enable payments to be processed through Stripe, the Client authorises us to share with Stripe any of the Client’s information necessary to facilitate the payment through Stripe, and any information related to the Client’s use of Stripe services.
7.6 Taxes. The Fees are exclusive of all applicable taxes, duties, and levies (taxes). The Client agrees to pay all applicable taxes at the relevant rate, upon invoice, in addition to the Fees, whether such applicable taxes are invoiced at the same time as the Fees or subsequently.
7.7 Adjustment. 7.7.1 We may vary the Fees applicable from each Subscription renewal date by notifying the Client via an update on the Service or by giving the Client written notice to the email address associated with the Client advising the variation. Unless otherwise agreed, the new Fees will apply to all current Services (including any then-current Subscription), and to all Services ordered, following the date on which the Fees were varied. 7.7.2 Separately to any adjustment under clause 7.7.1: (a) where a Client increases the scope of the Client’s Subscription (e.g. increases the Maximum Users), we will issue a new Order reflecting the additional Fees. Such additional amounts will be invoiced and payable by the Client on and from the following month, and will also be added to any Subscription renewals; and (b) where we agree to add new services or functionality to the Client’s Subscription, we will agree with the Client any additional costs payable by the Client for those new services or functionality. Unless otherwise agreed, those agreed additional costs will be invoiced and payable by the Client as a one-off amount for the current Subscription term, and will then be included as an updated Subscription level for the subsequent Subscription renewal terms.
7.8 Usage-based charges. Where the Order specifies a charge based on usage, including meeting recording, transcription or storage volume, we will make current usage visible to the Client through the Service or on request.
8. Warranties and acknowledgements
8.1 Acknowledgements. The Client acknowledges that: 8.1.1 The Client is responsible for authorising any person who is given access to information or Client Data, and the Client agrees that we have no obligation to provide any person access to such information or Client Data without the Client’s authorisation and may refer any requests for information to the Client to address. 8.1.2 The Client is responsible for all Client Data that the Client (or any User) inputs into the Service. 8.1.3 The Client remains solely responsible for complying with all applicable laws. It is the Client’s responsibility to check that storage of and access to the Client Data via the Service will comply with laws applicable to the Client (and its Users) (including any laws requiring the Client (or its Users) to retain records). 8.1.4 It is the Client’s sole responsibility to determine that the Service meets the needs of the Client’s business and is suitable for the purposes for which they are used. 8.1.5 Except as set out in clause 8.2 and the Client’s rights under clause 9.5, the provision of, access to, and use of, the Service is on an “as is” basis. 8.1.6 We do not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Service. We are not in any way responsible for any such interference or prevention of the Client’s access or use of the Service. 8.1.7 We may from time to time update, alter, upgrade or carry out maintenance on the Service, which may cause the Service to be unavailable for a period of time. 8.1.8 The AI Features are subject to clause 6A, including the acknowledgements about accuracy and reliance.
8.2 Warranties. We warrant that: 8.2.1 the Service will substantially conform with the functionality described on the Website and be generally accessible over the Internet; 8.2.2 we will provide the Service with reasonable care and skill; and 8.2.3 we will comply with our obligations under Data Protection Laws in respect of Client Data.
Subject to clause 8.5, all other implied conditions or warranties are excluded to the extent permitted by law, including warranties of merchantability, fitness for purpose, title, and non-infringement.
8.3 Third party products and services. We may make available to the Client third party products or services in connection with the Service (Third Party Items). The Client’s use of and access to such Third Party Items is subject to and conditional on the Client’s compliance with the terms applicable to such Third Party Items (if any). The Client acknowledges that the terms applicable to such Third Party Items may change from time to time. We make no, and expressly disclaim all, representations and warranties with respect to Third Party Items and use of the Third Party Items is at the Client’s sole risk. This clause does not apply to a Sub-processor engaged by us to deliver the Service, for which clause 9.5 applies.
8.4 Business use. The parties acknowledge and agree that the Service is provided for the purpose of the Client’s business and accordingly, to the maximum extent permitted by law, consumer protection laws will not apply to the Contract or the supply of the Service.
8.5 Non-excludable rights. Nothing in the Contract excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition, implied or imposed by law which cannot lawfully be excluded, restricted or modified, including under the Australian Consumer Law.
9. Confidentiality and privacy
9.1 Confidentiality. Each party (Receiving Party) shall keep the other party’s (Providing Party) Confidential Information confidential and secure and not disclose or permit disclosure of the Providing Party’s Confidential Information to any third party. This clause does not apply to any disclosure of Confidential Information: 9.1.1 by us to our service providers and Sub-processors for the purposes of providing the Service; 9.1.2 required to be disclosed by law; 9.1.3 that the Providing Party agrees in writing to be disclosed before the disclosure is made; 9.1.4 that is or becomes publicly available through no fault of the Receiving Party; 9.1.5 that is independently acquired or developed by the Receiving Party without breaching any of its obligations under the Contract or at law, and without the benefit or use of any of the Providing Party’s Confidential Information disclosed by the Providing Party; 9.1.6 that is in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Providing Party; or 9.1.7 that is lawfully acquired by the Receiving Party from a third party, provided such information is not obtained as a result of a breach by that third party of any confidentiality obligations owing to the Providing Party.
9.2 Privacy. We maintain a Privacy Policy at https://www.redseed.com/about-us/privacy-policy that describes how we collect, use and disclose personal information.
9.3 Consents. The Client consents to: 9.3.1 us referring to the Client as our customer (using its name and logo) and providing a brief factual description of the Service, as used by the Client, in general marketing materials, any list of customer references, in proposals to third parties, in its annual report and on the Website; 9.3.2 our use of Client Data solely for the purpose of training our personnel to support and deliver the Service, and only where the Client Data has first been de-identified unless de-identification would defeat the purpose of the specific support task; 9.3.3 our use of any ideas, suggestions, comments or feedback provided by the Client relating to the Service to provide enhancements or modifications to the Service; and 9.3.4 receiving emails and newsletters from us with the latest news, industry updates, product updates or downtime, product information, resources and events, and being contacted by phone or email about the Client’s experience of the Service. The Client may withdraw this consent for marketing communications at any time.
9.4 Restrictions on our use of Client Data. We will not: 9.4.1 use Client Data for advertising or retargeting, or to build advertising profiles; 9.4.2 use Meeting Content or Capability Insights for any marketing purpose; 9.4.3 sell Client Data; or 9.4.4 use Client Data to train general-purpose artificial intelligence models (see clause 6A.6).
9.5 Our role as processor. Where we process personal information contained in Client Data on the Client’s behalf: 9.5.1 the Client is the controller (or agency) of that personal information and we are the processor, and the Client is responsible for the lawfulness of its instructions and for the notices and consents required under clauses 2.3 and 6B.2; 9.5.2 we will process that personal information only to provide the Service, to comply with the Client’s reasonable written instructions, and as required by law; 9.5.3 we will maintain technical and organisational measures appropriate to the risk, including encryption in transit and at rest, access controls, tenant separation, and logging of staff access to Client Data; 9.5.4 we will provide the Client with reasonable assistance to respond to a request from an individual to access, correct or delete their personal information, and to any regulator enquiry or privacy impact assessment relating to the Service; 9.5.5 we will notify the Client without undue delay, and in any event within 72 hours, after becoming aware of a privacy breach affecting Client Data, and will give the Client the information it reasonably needs to meet its own notification obligations; 9.5.6 we will impose obligations on each Sub-processor that are no less protective than those in this clause, will maintain a current list of Sub-processors available to the Client on request, and will give the Client at least 30 days’ notice before adding a Sub-processor that processes Meeting Content. If the Client reasonably objects on data protection grounds, the parties will discuss in good faith, and if no resolution is reached the Client may terminate the affected part of the Subscription without penalty; 9.5.7 where personal information is transferred outside New Zealand or Australia, we will put in place safeguards required by applicable Data Protection Laws, including contractual protections comparable to those laws and, where European or United Kingdom law applies, standard contractual clauses; 9.5.8 we will ensure our personnel are bound by confidentiality obligations and only access Client Data where needed to deliver or support the Service; and 9.5.9 the parties may enter into a separate data processing agreement, which will take precedence over this clause to the extent of any inconsistency.
9.6 Client indemnity for its own instructions. The Client indemnifies us against any claim, loss or liability we suffer arising from the Client’s failure to obtain a consent or give a notice required by clauses 2.3 or 6B.2, or from an instruction from the Client that breaches Data Protection Laws. This indemnity does not apply to the extent the claim, loss or liability arises from our own breach of the Contract or of Data Protection Laws.
9.7 Audit. On reasonable notice and no more than once in any 12 month period, we will respond to a written security questionnaire from the Client and provide any then-current security certification or third party audit report we hold.
10. Client data
10.1 Service providers. The Client acknowledges that we use third party service providers and Sub-processors to help provide the Service, including hosting, data storage, calendar connection, transcription and AI generation. Those providers are required to implement and maintain safeguards and administrative, physical, and technical measures that are designed to protect the security and integrity of their systems.
10.2 Backup and export. We adhere to policies and procedures intended to prevent data loss, including creating periodic back-ups of Client Data. The Client can request a copy of Client Data stored in the Service, which we will provide within 20 Business Days in a standard machine-readable format reasonably selected by us. Except to the extent caused by our breach of the Contract or our breach of Data Protection Laws, we exclude liability for any loss or corruption of Client Data.
10.3 After termination. Following the expiry or termination of the Client’s Subscription: 10.3.1 the Client may request a copy of Client Data under clause 10.2 within 30 days of termination; 10.3.2 we will delete Client Data within 90 days of termination, or earlier at the Client’s written request, except where clause 10.3.3 applies. The Client acknowledges that Client Data cannot be recovered once deleted; 10.3.3 we may retain Client Data to the extent reasonably required for legal, regulatory or auditing purposes, or in periodic backups until those backups expire in the ordinary course, and anything retained remains subject to clauses 9 and 10.
10.4 Administrative and aggregated use. We may use Client Data for billing, administration and support, and in aggregated or de-identified form for analysis and improvement of the Service. Where we use Client Data in aggregated or de-identified form we will not attempt to re-identify it or present it in a way that identifies the Client or any individual. This clause does not permit any use excluded by clause 9.4.
11. Intellectual property
11.1 Existing intellectual property. Except as expressly set out in the Contract, nothing in the Contract will confer upon a party any rights, interest or title in the other party’s materials (including any modification to those materials) existing at the date of the Contract or which are developed independently of the other party’s materials.
11.2 Our intellectual property. The Client acknowledges and agrees that: 11.2.1 any and all Intellectual Property Rights in and to the Service are held or owned by us or our licensors; and 11.2.2 all right, title and interest in and to all software code (source and executable), utilities, editing/compiling tools, data formats or compression methods, algorithms and interface routines and general computer software design practices and proprietary development tools used or made available as part of the Service, and all Intellectual Property Rights in such items, are held or owned by us or our licensors.
11.3 Client Data. Nothing in the Contract transfers ownership of Client Data. We acknowledge that we have no Intellectual Property Rights in Client Data, except as provided in the Contract. The Client grants us a worldwide, royalty-free licence to use, copy, transmit, modify, store, and back-up Client Data for the purpose of providing the Service and performing the Contract, and to sub-license those rights to a Sub-processor for the same purpose only. That licence lasts for the term of the Contract and for so long afterwards as we retain Client Data under clause 10.3.
11.4 AI Output. As between the parties, AI Output generated from the Client’s Client Data forms part of Client Data. We make no claim of ownership over it. The Client acknowledges that AI Output is generated by a model that may produce similar output for other clients from other inputs, and that we are not restricted from providing similar output to others.
11.5 Infringement. The Client must promptly inform us if the Client becomes aware of any actual, suspected, alleged, or threatened breach of the Client’s or our Intellectual Property Rights in relation to the Service.
11.6 Our IP indemnity. We will defend the Client against any third party claim that the Service, used in accordance with the Contract, infringes that third party’s Intellectual Property Rights, and will indemnify the Client against amounts finally awarded or agreed in settlement. This does not apply to a claim arising from Client Data, from the Client’s use of the Service in breach of the Contract, or from a Third Party Item.
12. Liability and indemnity
12.1 No liability except for breach. To the maximum extent permitted by law, we have no liability to the Client except for our breach of the Contract or breach of applicable Data Protection Laws, irrespective of whether such liability arises in contract, tort (including negligence), or otherwise.
12.2 Exclusions. Where we are liable to the Client, in no event will we be liable for any indirect, special, incidental, consequential or punitive loss or damage. Without limiting the foregoing exclusions, and subject to clause 12.4, we have no liability: 12.2.1 for any loss or corruption of information, loss or corruption of Client Data, or the cost of recovering such data or information; 12.2.2 for any loss of profits, savings, goodwill, business or anticipated business, or reputational damage; or 12.2.3 arising from use of, reliance on, or inability to use or rely on, the Service, or from any failure by the Client to comply with the Contract.
12.3 Limitation. Notwithstanding any other clause in the Contract, to the maximum extent permitted by law, where we are liable to the Client, our maximum aggregate liability to the Client is limited in respect of any one incident, or series of connected incidents, to the greater of the Fees paid by the Client in the 12 months immediately preceding the most recent incident giving rise to liability and NZ$[amount to be determined], provided that this limitation does not apply to any obligation to pay Fees.
12.4 Higher limit for data and confidentiality. For liability arising from our breach of clause 9 (confidentiality and privacy) or of Data Protection Laws, and for our indemnity under clause 11.6, our maximum aggregate liability is the greater of the Fees paid in the 24 months preceding the incident and NZ$[amount to be determined], and clause 12.2.1 does not apply.
12.5 Client indemnity. The Client will indemnify us and keep us indemnified against all expenses, fines, losses (including loss of revenue and profit), damages and costs (Loss) sustained or incurred by us arising directly or indirectly from the Client’s breach of the Contract, including any costs relating to the recovery of any Fees that are due but have not been paid by the Client. Without limiting the foregoing, the Client will indemnify us against any claims or Loss relating to any claim by any third party that the Client does not have the right to use any Client Data, or that the Client’s use of any Client Data is a breach of a third party’s Intellectual Property Rights. Clause 9.6 applies to privacy claims.
13. Termination
13.1 The Client’s right to terminate for Terminable Event. If we are subject to a Terminable Event, the Client may terminate the Client’s Subscription immediately by notice to us.
13.2 Our right to terminate for Terminable Event. If the Client is subject to a Terminable Event, we may, at our sole discretion, without notice to the Client, take any or all of the following actions: 13.2.1 suspend the Client’s use (or any of the Users’ use) of the Service; 13.2.2 terminate the Client’s Subscription and the Client’s use of the Service; 13.2.3 suspend or terminate access to all or any Client Data; or 13.2.4 take any of the actions in sub-clauses 13.2.1, 13.2.2 and 13.2.3 in respect of any or all other persons whom the Client has authorised to have access to the Client’s information or Client Data.
13.3 Effect of suspension on data. Where we suspend access under clause 13.2, we will not delete Client Data during the suspension, and the Client’s rights under clauses 10.2 and 10.3 continue to apply.
14. Consequences of termination
14.1 General. On termination or expiry of the Client’s Subscription, this Contract terminates and the Client: 14.1.1 must immediately cease using the Service; 14.1.2 remains liable for, and must pay within 10 Business Days, any accrued Fees and amounts which become due for payment before or after termination; and 14.1.3 must pay default interest on any unpaid amounts, which will accrue at a rate of 10% per annum (or, if there is a lower maximum percentage permitted by applicable law, at that percentage) until the actual date of payment from the date of any missed payment.
14.2 User accounts. If the Client’s Subscription expires or is terminated, the user accounts of all associated Users will be deactivated or downgraded to the Free Version.
14.3 No refunds. To the maximum extent permitted by law, we will not be required to provide any refund for any prepaid Subscription Fees on expiry or termination, except where the Client terminates under clause 13.1 or clause 16.4, in which case we will refund Subscription Fees covering the unused part of the term.
14.4 Accrued rights. Termination or expiry of the Client’s Subscription is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination.
14.5 Survival. Clauses 1, 6A.3 to 6A.6, 8, 9, 10, 11, 12, 14, 15 and 16 survive the expiry or termination of the Client’s Subscription.
15. Dispute resolution
15.1 General. Any disputes between the parties will be discussed in the spirit of goodwill. If a party has any dispute in connection with the Contract: 15.1.1 that party will promptly give full written particulars of the dispute to the other; 15.1.2 the parties will promptly meet (including by phone or video conference) and try to resolve the dispute; 15.1.3 if the dispute is not resolved within 10 Business Days of written particulars being given (or any longer period agreed to by the parties), either party may refer the dispute to mediation; and 15.1.4 each party must not commence other legal proceedings, except an application for urgent interlocutory relief, without using the mediation procedure first, and only if the dispute has not been resolved within 20 Business Days of the appointment of the mediator.
15.2 Mediation. If the parties are unable to resolve the dispute by discussion and negotiation within 20 Business Days of the date of the notice of the dispute, then either party may refer the dispute to mediation in New Zealand, or in Australia where the Order identifies RedSeed Training Pty Ltd as the contracting entity.
15.3 Continuing performance. Pending resolution of any dispute the parties will perform their obligations under the Contract in all respects.
15.4 Urgent action. Nothing in this section 15 precludes either party from taking immediate steps to seek urgent interlocutory or equitable relief before a court of competent jurisdiction.
16. General
16.1 Entire agreement. The Contract and any additional terms and policies under clause 16.2 constitute the entire agreement between the parties and supersede all prior communications, representations, agreements or understandings, either verbal or written, between the parties with respect to the subject matter of the Contract.
16.2 Additional terms and policies. We may publish additional policies that apply to the Service from time to time, such as for passwords, artificial intelligence, data use, security and mobile devices. The Client’s right to use the Service is subject to those specific terms and policies in addition to the Contract. We will not introduce or change such a policy in a way that materially reduces the Client’s rights without notice under clause 16.4.
16.3 Governing law and jurisdiction. The Contract is governed by the laws of New Zealand and the parties submit to the exclusive jurisdiction of the New Zealand courts, except where the Order identifies RedSeed Training Pty Ltd as the contracting entity, in which case the Contract is governed by the laws of New South Wales, Australia, and the parties submit to the exclusive jurisdiction of the courts of that State.
16.4 Changes to these Terms. We may change these Terms. We will give the Client notice of any material change at least 30 days before it takes effect, by email or an update on the Service, and will publish the version number and effective date. The Client is responsible for reading, understanding and accepting the then-current Terms. If the Client reasonably considers a material change will have a material negative effect on the Client, the Client may notify us in writing within 30 days after the changed Terms come into effect, and may terminate the Client’s Subscription with a refund of Subscription Fees covering the unused part of the term.
16.5 Rights of Third Parties. A person who is not a party to the Contract has no right to benefit under or to enforce any term of the Contract.
16.6 Delays. Neither party will be liable for any delay in meeting, or failure to meet, its obligations under the Contract (other than an obligation to pay money) to the extent that such delay or failure is caused by any event outside its reasonable control (including any delay or failure caused by any act or omission of the other party).
16.7 Electronic communications. Applicable laws require that some of the information or communications we send to the Client should be in writing. The Client accepts that communication with us will mainly be by electronic means, such as through emails or updates on the Service, and agrees to this. The Client acknowledges and agrees that all contracts, invoices, notices, information and other communications that we provide to the Client electronically comply with any legal requirement that such communications be in writing.
16.8 Assignment. The Client may not assign, pledge or transfer any rights, duties or obligations in the Contract to any other person except with our previous written consent. We may assign or novate the Contract to any Related Entity, or to any entity that acquires all or any part of our business or assets.
16.9 Waiver. No failure or delay by any party in exercising any right, power or privilege under the Contract will operate as a waiver. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.
16.10 Severability. If any provision of the Contract is, or becomes, unenforceable, illegal or invalid for any reason the relevant provision shall be deemed to be modified to the extent necessary to remedy such unenforceability, illegality or invalidity or if this is not possible then such provision shall be severed from the Contract, without affecting the enforceability, legality or validity of any other provision.
16.11 Notices. 16.11.1 All notices given by a party under the Contract must be in writing and delivered by e-mail. 16.11.2 A notice sent by email is effective on transmission, provided that any communication received or deemed received after 5 pm or on a day which is not a Business Day is deemed not to have been received until the next Business Day. 16.11.3 Notices to us must be sent to the email address specified in the Order or to any other email address notified by email to the Client by us. 16.11.4 We may send notices to the Client’s email address or other address specified in the Order. The Client expressly consents to all contracts, invoices, notices, information and other communications that we provide to the Client being sent to that email address (and any further address the Client advises to us).
How to contact us
Questions about these terms go to support@redseed.com. Formal notices under clause 16.11 must be sent to the email address specified in your Order. For anything about personal information, our Privacy Officer is at privacy@redseed.com, and our privacy policy sets out how we handle it.