The business terms that govern your use of ZeroLapse.
ZeroLapse helps businesses track expiring obligations and supporting evidence. It does not provide legal or regulatory advice and does not guarantee that reminders will arrive or that a customer will remain compliant. The full clauses below govern the service.
These Terms form a binding agreement between ZeroLapse Limited (ZeroLapse, we, us) and the organisation that creates or pays for an account (Customer, you). The individual accepting them confirms that they are authorised to bind the Customer. The service is offered for business purposes only. Staff users access it under their organisation’s subscription and do not acquire a separate subscription.
By creating an account, accepting an invitation, or using the service, you agree to these Terms and acknowledge the Privacy Policy. If you do not agree, do not use the service. Any order, checkout confirmation, or plan selection forms part of this agreement. If there is a conflict, the order-specific commercial details prevail only for that order.
ZeroLapse is a multi-tenant software service for tracking expiry dates, evidence, renewals, and related workflow across staff, vehicles, equipment, and buildings or locations. Features may include compliance types, dashboards, computed status, reminders, notifications, audit records, document storage, staff change proposals, manager approval or decline, data export, and billing administration.
Expiry status is computed from information in the service, including expiry dates and evidence settings. Pending staff proposals do not change the operative stored value until approved. The Customer remains responsible for checking the underlying source documents, legal requirements, regulator records, and actual status of every person, asset, location, licence, certification, inspection, insurance policy, WOF, registration, CoF, BWOF, or other obligation.
A new Customer may receive a 7-day trial. A paid subscription does not start automatically at the end of the trial. The Customer must actively choose a plan and complete checkout. Trial access may expire or become restricted when the trial ends. We may extend, shorten, withdraw, or refuse a trial where reasonably necessary to prevent abuse, subject to applicable law and any express commitment made to the Customer.
Paid plans are offered monthly or annually in New Zealand dollars. Subscriptions renew automatically for the same billing interval until cancelled, unless checkout states otherwise. The Customer authorises our payment provider to charge the applicable recurring fees, taxes, and approved adjustments. Plan limits and included features are those displayed at purchase, as updated in accordance with these Terms.
Until ZeroLapse is registered for GST, no GST is charged and the listed price is the total amount payable. After registration, displayed prices may be stated exclusive of GST and GST will be added as required. We will update checkout and invoices accordingly.
Fees are payable in advance. Upgrades may be charged or prorated immediately. A downgrade normally takes effect at the end of the current paid period. Except where required by law or expressly agreed, fees are non-refundable. Cancellation stops future renewals but access continues until the end of the paid period. We may change pricing on at least 30 days’ notice, with the change taking effect no earlier than the next renewal after the notice period.
If payment fails or is overdue, we may retry payment, notify account administrators, place the account in a grace or restricted state, suspend write access, or suspend the service. This does not waive amounts already due.
Do not rely on ZeroLapse alone. ZeroLapse is a tracking and reminder tool. It is not a regulator, professional adviser, certification body, insurer, licensing authority, legal service, or authoritative register.
We do not determine whether the Customer is legally compliant and do not warrant that configured obligations are complete, current, or legally correct. Regulatory requirements can change and may depend on facts outside the service. Reminders and notifications are best effort only and may be delayed, blocked, misdirected, suppressed, or not delivered because of configuration, third-party systems, internet availability, recipient systems, spam filtering, or other causes. The Customer must maintain its own controls and escalation processes.
As between the parties, the Customer retains ownership of data and documents it submits to the service (Customer Data). The Customer grants ZeroLapse a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, process, display, back up, and otherwise use Customer Data only as necessary to provide, secure, support, maintain, and improve the service, comply with law, and enforce this agreement.
The Customer warrants that it has the rights and lawful authority required for Customer Data and that its use will not infringe another person’s rights. We do not claim ownership of uploaded evidence. We may use aggregated and anonymised usage information that does not identify the Customer or any individual to analyse and improve the service, develop benchmarks, and report service trends. We will not sell Customer Data.
Each party must comply with applicable privacy law. Our Privacy Policy explains how ZeroLapse handles information for its own purposes. Where ZeroLapse processes personal information on the Customer’s behalf, a Data Processing Addendum applies and is available on request. The service uses providers that may process or store information outside New Zealand, including infrastructure in Sydney, Australia. The Customer remains responsible for its own privacy notices, collection authority, access and correction processes, retention decisions, and responses to individuals.
We will maintain reasonable technical and organisational safeguards appropriate to the nature of the service and the information processed. These may include encryption in transit and at rest, authenticated access, role-based permissions, private document storage, tenant isolation controls, audit logging, monitoring, backups, and incident response procedures. No service is completely secure. The Customer must assess whether the service is suitable for its risks and must not upload information that requires controls we have not expressly agreed to provide.
No uptime service level or guaranteed response time applies unless agreed in writing. We aim to respond to support requests within two business days, but this is a target only. We may perform planned or emergency maintenance, suspend components, change features, or discontinue functionality. Where a material change is likely to materially reduce paid functionality, we will use reasonable efforts to provide advance notice, except for urgent security, legal, or operational changes.
The service relies on third parties such as hosting, database, authentication, storage, payment, email delivery, error monitoring, DNS, and deployment providers. Their availability and acts are outside our direct control. Third-party terms may apply to the Customer’s direct use of linked services. ZeroLapse is not responsible for third-party products, content, or services except to the extent required by law.
ZeroLapse and its licensors own the service, software, designs, workflows, branding, documentation, and all related intellectual property other than Customer Data. We grant the Customer a limited, non-exclusive, non-transferable, revocable right for authorised users to access the service during the subscription for the Customer’s internal business purposes. Feedback may be used by us without restriction or payment, provided it does not identify the Customer or disclose Customer confidential information without permission.
The Customer must comply with the Acceptable Use Policy. We may immediately restrict or suspend access where we reasonably believe there is illegal activity, abusive behaviour, a security attack or exploit, material risk to other customers or the service, non-payment, breach of this agreement, or a legal requirement. Where practicable, we will give notice and a reasonable opportunity to remedy, but urgent protection may require immediate action.
Each party must protect the other party’s non-public business, technical, security, and commercial information using at least reasonable care and may use it only for this agreement. These obligations do not apply to information lawfully public, already known without restriction, independently developed, or lawfully received from another source. Required disclosure is permitted where legally compelled, with notice where lawful and practicable.
We will provide the service with reasonable care and skill. Except for express terms and rights that cannot lawfully be excluded, the service is provided “as is” and “as available”. We do not warrant uninterrupted or error-free operation, delivery of reminders, legal compliance, fitness for a particular regulatory purpose, or preservation of Customer Data beyond agreed retention and backup processes.
The parties intend this agreement to be a business transaction. To the maximum extent permitted by section 43 of the Consumer Guarantees Act 1993, the parties agree that the Consumer Guarantees Act does not apply because the service is supplied and acquired in trade and it is fair and reasonable for them to be bound by that exclusion. To the maximum extent permitted by section 5D of the Fair Trading Act 1986, the parties contract out of provisions that may lawfully be contracted out of for this business transaction. Nothing excludes liability or rights that cannot lawfully be excluded.
To the maximum extent permitted by law, neither party is liable to the other for indirect, consequential, special, exemplary, or punitive loss, or for loss of profit, revenue, savings, goodwill, opportunity, or data, arising from this agreement, even if foreseeable. ZeroLapse is not liable for penalties, enforcement action, expired obligations, missed work, invalid licences, uninsured loss, or other compliance consequences caused by reliance on the service or failure to maintain independent controls.
To the maximum extent permitted by law, ZeroLapse’s total aggregate liability arising out of or relating to the service and this agreement is limited to the fees paid or payable by the Customer for the service in the 12 months immediately before the event giving rise to the first claim. The exclusions and cap do not apply to liability that cannot lawfully be limited.
The Customer indemnifies ZeroLapse against third-party claims, losses, and reasonable costs arising from unlawful Customer Data, the Customer’s breach of privacy or employment obligations, misuse of the service, or infringement of third-party rights, except to the extent caused by ZeroLapse’s breach, negligence, or wilful misconduct. This clause is subject to reasonable notice, control of defence, and cooperation requirements.
Either party may terminate for a material breach that is not remedied within 14 days after written notice, or immediately where the breach cannot be remedied, insolvency occurs, or continued service would be unlawful or create a serious security risk. The Customer may cancel through the billing interface or by contacting us. Cancellation does not erase amounts already due.
While subscribed, the Customer may export available data using service features. After cancellation or termination, we intend to provide a 30-day window to request or complete an available export, unless access is suspended for security or law-enforcement reasons. After that period, Customer Data may be permanently deleted from active systems, subject to backups, legal retention duties, technical deletion cycles, fraud prevention, dispute resolution, and records we must retain. Customers must export before the deadline; the service is not an archive.
We may update these Terms. We will provide reasonable notice of material changes by email, in-app notice, or the website. Changes apply from the stated effective date. If a material change significantly disadvantages a current paid Customer, the Customer may cancel before it takes effect. Continued use after the effective date constitutes acceptance where legally valid.
Neither party may assign this agreement without the other’s consent, not to be unreasonably withheld, except that ZeroLapse may assign it with a business sale, restructuring, or transfer of the service. Neither party is liable for delay caused by events beyond reasonable control, except payment obligations. Notices may be sent electronically to the registered account email. If a clause is unenforceable, it will be modified to the minimum extent necessary and the remainder continues. Failure to enforce is not a waiver. This agreement, its incorporated policies, and an order form are the entire agreement.
New Zealand law governs this agreement. The parties will first try in good faith to resolve a dispute through authorised representatives. Subject to any mandatory rights, the courts of New Zealand have exclusive jurisdiction. Nothing prevents either party seeking urgent interim relief.
Questions about these Terms can be sent to hello@zerolapse.co.nz or via our contact page.
Legal entity: ZeroLapse Limited. Website: zerolapse.co.nz.