Terms of Use - OWTS Owners

1. APPLICATION OF TERMS

1.1 These Terms apply to your use of the OwtSmart website and all other digital platforms operated or controlled by us under the branding "OwtSmart", including any chatbot and mobile app (together, OwtSmart), if you are using OwtSmart as an OWTS Owner or on behalf of an OWTS Owner. To the extent you are a Service Provider advertising your business through OwtSmart and/or seeking to connect via OwtSmart with OWTS Owners to provide goods or services to them, the OwtSmart Service Provider Terms (https://owtsmart.com/terms-of-use-service-providers) apply.

1.2 These Terms apply to your use of OwtSmart in all forms, including the Website, any Apps, communications, programs and other services. By accessing and using OwtSmart:

1.2.1 you accept and agree to be bound by these Terms; and

1.2.2 where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorised to, and do in fact, agree to these Terms on that person's behalf and that, by agreeing to these Terms on that person's behalf, that person is bound by these Terms.

1.3 Without limiting clauses 1.1 and 1.2, by clicking on the "I Agree" button (or similar) presented to you when registering an account with OwtSmart, you confirm that you accept and agree to be bound by these Terms (and the version of these Terms as at the date of agreement by way of clicking on the button), including, where applicable, on behalf of another person where clause 1.2(b) applies. You must not click "I Agree" unless you have read, understood, and agree to be bound by these Terms. OwtSmart retains records of your acceptance of these Terms.

1.4 If you do not agree to these Terms, you are not authorised to access and use OwtSmart, and you must immediately stop doing so.

1.5 If you are party to a separate written agreement with us that we have signed, that separate written agreement will prevail if there is any inconsistency or conflict between these Terms and that separate written agreement. To avoid doubt, no purchase, procurement or other business form or standard terms used by a User will supersede or otherwise apply to the agreement between us and that User without our express prior written agreement.

1.6 Every provision of these Terms applies to you, except where a specific provision states that it applies to a category of User that does not include you or (if you are an Account Member) the organisation User you represent or with whom you are connected.

2. CHANGES TO THESE TERMS

2.1 We may change these Terms at any time by updating them on the Website. Unless stated otherwise, any change takes effect from the date we post the updated Terms. You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and use OwtSmart after any change to the Terms takes effect, you agree to be bound by the changed Terms.

2.2 Where reasonably practicable, we will try to notify you of any changes at least 30 days before they take effect. If we need to make a change urgently for security or other reasons, or to correct a typographical or drafting error, we reserve the right to make that change immediately without advance notice.

2.3 If a change to these Terms is detrimental to you and you have a registered account with us, you may cancel your account and terminate these Terms on no less than 30 days’ written notice, provided that notice is received by us before the date the change takes effect. If you give notice under this clause 2.3, the previous version of the Terms will apply during the notice period. If no termination notice is given, and you continue to access and use OwtSmart after the change takes effect, you agree to be bound by the changed Terms. Any Customer Agreement you are party to at that time will remain in effect.

2.4 We may change, suspend, discontinue, or restrict access to OwtSmart (in whole or in part) at any time without notice or liability.

2.5 These Terms were last updated on the 6^th of October 2026.

3. DEFINITIONS AND INTERPRETATION

3.1 In these Terms, the following words have the meanings set out below:

3rd Party Payment Provider means Stripe, Inc. or any replacement or additional third party payment platform authorised by us from time to time;

Account Member means an individual User who accesses and/or uses OwtSmart as an officer, employee, contractor or agent of a Service Provider, or otherwise for a Service Provider's business purposes, and who has been connected to that Service Provider's account by the relevant Service Provider's administrator;

Analytical Data has the meaning given in clause 12.8(a)(iv);

Anonymous Data has the meaning given in clause 12.8(a)(iii);

App means any OwtSmart-branded mobile application, and other application software owned by us (and our licensors) and used to provide OwtSmart, as may be updated from time to time, and includes any third party software (such as a form-building or data-collection tool, for example ODK) that we use or configure to collect, store or process Content on our behalf, whether or not that software is separately branded as OwtSmart;

Applicable Data Protection Laws means:

(a) in respect of us, at the date these Terms were last updated, the New Zealand Privacy Act 2020, or to the extent that we have entered into a separate written agreement with you relating to the processing of personal information under the data protection and privacy law of a different jurisdiction, the data protection and privacy law the subject of that agreement; and

(b) in respect of you, all data protection or privacy laws applicable to you, your operations, and your Content, including (at the date these Terms were last updated) the New Zealand Privacy Act 2020;

Applicable Jurisdiction and Applicable Law means a jurisdiction/law in which OwtSmart has a presence, and is currently New Zealand, being the jurisdiction in which OwtSmart operates at the date these Terms were last updated;

Booking Request means a post via OwtSmart by or on behalf of an OWTS Owner, seeking indications of interest from Service Providers for goods and/or services to be provided in the Applicable Jurisdiction;

Content means content, data, and information (including personal information) that is owned, held, used or created by you or on your behalf (including by your Account Members if applicable), and that is then stored, transmitted via, input into or displayed via OwtSmart, including (i) all Booking Requests and related communications; (ii) all Service Records; (iii) all Service Activity Summaries; and (iv) all System Requirements and System Status Reports;

Customer Agreement means an agreement directly between an OWTS Owner and a Service Provider setting out the terms on which the Service Provider will supply, and the OWTS Owner will acquire, goods and/or services in connection with a Job;

Fees means the fees payable to us in connection with your access to and use of OwtSmart, including the fees payable for subscription plans, as set out on the Website and as otherwise notified to you in writing from time to time. For the avoidance of doubt, Fees does not include the purchase price paid or payable by any OWTS Owner to a Service Provider for goods or services;

GST means goods and services tax payable under the New Zealand Goods and Services Tax Act 1985 or the Australian A New Business Tax System (Goods and Services Tax) Act 1999 (as applicable);

Intellectual Property Rights includes copyright and all rights anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property;

IoT Device has the meaning given in clause 11.1;

Job means a job in the Applicable Jurisdiction arising from a Booking Request for goods and services to be provided to an OWTS Owner by a Service Provider;

Loss includes loss of profits, savings, revenue or data, and any other claim, damage, loss, liability and cost, including legal costs on a solicitor and own client basis;

Objectionable includes being objectionable, defamatory, obscene, harassing, threatening or unlawful in any way;

OWTS means an onsite domestic wastewater treatment system;

OWTS Owner means a person who owns or manages an OWTS in the Applicable Jurisdiction;

Personal Information means information about an identifiable individual (a natural person), and includes personal data, personally identifiable information and equivalent information under Applicable Data Protection Laws;

Privacy Policy means the OwtSmart privacy policy set out at https://owtsmart.com/privacy-policy, as may be updated from time to time;

Prohibited Items means any objectionable, illegal or stolen goods, and any goods or services which are not fit for the purposes for which goods or services of the type in question are commonly supplied in connection with an OWTS;

Regulatory Authorities includes public authorities (including regional councils and territorial authorities) with oversight over, and/or a role in the regulation of, OWTS and related systems and services;

Reminder has the meaning given in clause 13.7;

Sales Tax means GST or equivalent tax payable under any Applicable Law;

Service Activity Summary means the record described in clause 13, being a factual summary of service activities recorded by Service Providers in connection with an OWTS, prepared and made available by OwtSmart solely as a record of reported service activity and not as a representation or warranty of any kind as to the quality, compliance or fitness for purpose of that work (and referred to on the Platform and in OwtSmart’s consumer-facing materials as the “OwtSmart Service Record”);

Service Provider means a business that has set up an account (or for whom an account has been set up) with OwtSmart to connect with OWTS Owners and advertise their goods and/or services in the Applicable Jurisdiction;

Service Provider Card means a profile of a Service Provider made available in OwtSmart;

Service Records means records relating to the installation, inspection, servicing, sampling, maintenance, repair and flowrate monitoring of an OWTS;

Subscription Period means the subscription period a User selects for their paid OwtSmart subscription plan;

Supported Device Vendor has the meaning given in clause 11.1;

System Requirements has the meaning given in clause 13.6;

System Status Report means the report described in clause 13.9, being a comparison of activity recorded on OwtSmart against the System Requirements, prepared and made available by OwtSmart solely as a record of recorded activity and not as a representation or warranty of any kind as to the condition, performance or compliance of any OWTS, or the quality of any work performed on it;

Terms means these terms and conditions titled OwtSmart Platform Terms of Use - OWTS Owners, as updated from time to time (https://owtsmart.com/terms-of-use-owts-owners);

Underlying Systems means the IT solutions, systems and networks (including software and hardware) used to provide OwtSmart and the Website, any App, and any other component of OwtSmart, including any third party solutions, systems and networks;

User means any person that uses OwtSmart or the Website. Users may include (i) organisations or individuals who have accounts as OWTS Owners or Service Providers, including their administrators; (ii) Account Members; (iii) Regulatory Authorities; and (iv) a User's officers, employees, consultants, contractors and agents;

User Dispute means any dispute that arises between, or relates to, you and another User, or relates to any transaction or communication made using or via OwtSmart;

User ID means a unique name and/or password allocated to you to allow you to access certain features of OwtSmart;

we, us and our means OwtSmart Limited (NZ company number 9349523);

Website means owtsmart.com or any other site notified to you by us, including all subdomains; and

you means, subject to clause 6.7, you or (if clause 1.2.2 applies) both you and the other person on whose behalf you are acting (and all grammatical forms of "you", e.g. your, have a corresponding meaning).

3.2 In these Terms:

3.2.1 clause and other headings are for ease of reference only and do not affect the interpretation of these Terms;

3.2.2 words in the singular include the plural and vice versa;

3.2.3 a reference to:

3.2.3.1 a related company has the meaning given in the New Zealand Companies Act 1993 (read as if the word "company" in that section includes a body corporate anywhere in the world);

3.2.3.2 a person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity;

3.2.3.3 including and similar words do not imply any limit;

3.2.3.4 a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them; and

3.2.3.5 in writing includes by electronic means; and

3.2.4 any obligation not to do anything includes an obligation not to suffer, permit or cause that thing to be done.

4. OWTSMART'S ROLE

4.1 OwtSmart is a facilitation platform connecting OWTS Owners with Service Providers in the Applicable Jurisdiction. OWTS Owners can create Booking Requests to invite expressions of interest for goods and services relating to their OWTS, and Service Providers can respond to Booking Requests and submit Service Records for the OWTS Owner’s reference and use. The services and functionality available to a User differ depending on whether the User has an account, and the subscription plan chosen by that User.

4.2 We are solely a facilitator between Users. We are not a party to any Customer Agreement. Any agreement between an OWTS Owner and a Service Provider for the purchase and provision of goods and services occurs outside OwtSmart and is a matter solely between those parties.

4.3 We are not an employment agency or employment service. Nothing in these Terms or our operation of OwtSmart makes us an employer of any User, nor does it create any relationship of partnership, agency (except as contemplated by clause 18.4), joint venture, independent contractor or franchise between us and any User.

4.4 We are not a party to any agreement or transaction between any Users to purchase, use, sell or provide any goods or services, whether described in a Service Provider Card, any Booking Request, or otherwise. We are not an auctioneer or broker. When an OWTS Owner purchases goods and/or services from a Service Provider, they are entering into a Customer Agreement directly with the relevant Service Provider.

4.5 Any interaction between you and another User, including any Customer Agreement, and any supply (or failure to supply) goods or services, is a matter directly between you and them only. Other than our obligations set out in these Terms, we are not liable to you for any failure by any User to comply with these Terms, the terms of any Customer Agreement, or any other legal obligation.

4.6 Service Providers are separate businesses to us. Service Providers are solely responsible for: (i) applying for, and accepting or rejecting, Booking Requests; (ii) negotiating and entering into Customer Agreements; (iii) supplying the resources needed to fulfil their obligations under any Customer Agreement; (iv) setting their own rates; (v) performing all of their obligations under a Customer Agreement; (vi) complying with all applicable health and safety, employment and tax legislation; (vii) ensuring they have appropriate insurance in place; and (viii) providing accurate Service Records in connection with a Job. When a Customer Agreement is formed between an OWTS Owner and a Service Provider, the Service Provider becomes an independent contractor of the OWTS Owner.

4.7 We do not verify, endorse, approve or recommend any Service Provider or their personnel, goods or services. We do not verify the accuracy of any information shown in Service Provider Cards, any Service Records, or any pricing information shown as part of the Booking Request process. We have no control over a Service Provider's conduct in responding to a Booking Request, entering into or fulfilling obligations under a Customer Agreement, or undertaking a Job.

5. OUR PROVISION OF OWTSMART

5.1 We will use reasonable efforts to provide OwtSmart: (a) in accordance with these Terms and Applicable Law; (b) exercising reasonable care, skill and diligence; and (c) using suitably skilled, experienced and qualified personnel.

5.2 Our provision of OwtSmart to you is non-exclusive. Nothing in these Terms prevents us from providing OwtSmart to any other person.

5.3 Subject to clauses 5.4 and 5.5, we will use reasonable efforts to ensure OwtSmart is available on a 24/7 basis. However, OwtSmart may from time to time be unavailable to permit maintenance or other development activity, or due to events beyond our reasonable control.

5.4 Use of OwtSmart involves accessing and transferring information over the internet. You acknowledge that we do not control the internet, and we do not warrant that OwtSmart or any files available for downloading from OwtSmart will be free from viruses, interruptions, logic bombs, Trojan horses, locks, spyware or other forms of malicious code. We do not warrant that OwtSmart will be uninterrupted or error-free.

5.5 Through the use of web services and APIs, OwtSmart may interact with a range of third party service features, including the 3rd Party Payment Provider and Supported Device Vendors. We do not make any warranty or representation as to the availability or performance of those features.

5.6 Without limiting clause 5.5, if a third party feature provider ceases to provide a feature or ceases to make a feature available on reasonable terms, we may cease to make available that feature (and any dependent functionality), and you will not be entitled to any refund, discount or other compensation as a result. If you use a third party service feature, your use is subject to the third party's applicable terms.

5.7 We may at any time change, remove or add to the features and functionality of OwtSmart, including imposing limits or restricting access to any portion of OwtSmart, whether temporarily or permanently. Your sole and exclusive remedy for any such change is to terminate your access under clause 21.1 or 21.2. Where you have a paid subscription, we will try to ensure that any changes do not materially adversely affect the functionality of OwtSmart during your current Subscription Period and will provide reasonable notice of material adverse changes and a right to cancel your paid subscription prior to the next Subscription Period. For the avoidance of doubt “changes” for the purposes of this clause do not include minor feature updates, bug fixes, security patches, or changes required by applicable law or regulation.

6. JOINING OWTSMART AS A USER

6.1 You will need to register as a User (without setting up an account) to browse the OwtSmart Platform and/or the Website.

6.2 You will need to register as a User and set up an account before you can: (a) create a Booking Request as an OWTS Owner or on behalf of an OWTS Owner; or (b) as a Service Provider or on behalf of a Service Provider, respond to Booking Requests via OwtSmart.

6.3 We are under no obligation to accept any application to become a User, even if you have previously been a User.

6.4 To become a registered User, you must: (a) read and accept these Terms by clicking the acceptance button(s) when creating your account; (b) provide all information we require in a satisfactory form; and (c) provide any confirmations or make any declarations that we require. You authorise OwtSmart to disclose to OWTS Owners that you hold any required pre-qualifications and insurance. OwtSmart may (but is not obliged to) display any pre-qualification or insurance indicators as it deems appropriate.

6.5 Your use of OwtSmart is on a non-exclusive basis. Other parties, including your competitors, may also use OwtSmart.

6.6 We may allow you to designate an individual User as an administrator with control over your account. The organisation User is fully responsible for its Account Members, including its choice of administrators and their actions. Any breach of these Terms by an Account Member will be deemed a breach by the organisation User itself.

6.7 Any references to you or similar words in these Terms and the Privacy Policy will be construed as necessary to give effect to clause 6.6.

6.8 You agree to notify us promptly of any changes to your account information. Failure to provide and maintain up-to-date and accurate information may result in suspension or termination of your account.

7. USE OF OWTSMART

7.1 You must use OwtSmart in accordance with these Terms solely for: (a) your own personal or internal business purposes, including finding and connecting with Service Providers in the Applicable Jurisdiction for goods and services in connection with your OWTS; and (b) lawful purposes in accordance with all Applicable Law.

7.2 You must not resell or make available OwtSmart to any third party, or otherwise commercially exploit OwtSmart.

7.3 You must provide true, current and complete information in your dealings with us (including when setting up an account and when creating or maintaining a Booking Request) and must promptly update that information as required.

7.4 You agree to promptly provide all information and assistance that we reasonably require in connection with your use of OwtSmart, including to confirm your compliance with these Terms and the accuracy of your Booking Requests.

7.5 You must keep your User ID secure and: (a) not permit any other person to use your User ID; and (b) immediately notify us if you become aware of any unauthorised use or disclosure of your User ID, please contact us via our ‘Contact Us’ form at https://owtsmart.com/contact-us.

7.6 You are responsible for all actions of any person who accesses and uses OwtSmart using your User ID.

7.7 You must obtain our written permission to establish a link to the Website. If you wish to do so, please contact us via our ‘Contact Us’ form at https://owtsmart.com/contact-us.

7.8 When accessing and using OwtSmart, you must not: (a) impersonate another person or misrepresent your authorisation to act on behalf of others; (b) use a Booking Request to procure Prohibited Items; (c) attempt to undermine the security or integrity of the Underlying Systems; (d) use or misuse OwtSmart in any way which may impair its functionality or the ability of any other User to use it; (e) attempt to circumvent any protection mechanisms or limitations in OwtSmart; (f) attempt to access any material or data other than that which you are authorised to access; (g) transmit, input or store any Content that breaches any third party right or is Objectionable, incorrect or misleading; (h) introduce any viruses or other malicious or harmful code; or (i) access the Website by any method other than standard web browsers, without our agreement.

7.9 You are responsible for procuring all licences, authorisations and consents required for you to access and use OwtSmart, including to use, store and input Content into, and display Content using, the Website and any App.

7.10 You agree to treat other Users with respect, including acting responsibly in your dealings and communications with them, and satisfying any commitments you make to them.

7.11 Some functionality of OwtSmart, and areas of OwtSmart, may be unavailable to you without a paid account. The functionality available to you will differ depending on your subscription tier.

7.12 To the maximum extent permitted by law, you indemnify us against all Loss we suffer or incur as a direct or indirect result of: (a) any claim by a third party that any Content infringes their rights or is Objectionable, incorrect or misleading; (b) your failure to comply with these Terms; (c) any actual or alleged breach by you of any legal or regulatory requirements in connection with a Booking Request, Job, any product or service, or any relationship established through OwtSmart; or (d) any failure by you to perform any obligation under any Customer Agreement.

7.13 You must not use OwtSmart, or any Content, personal information or contact details of another User obtained via OwtSmart, to negotiate, enter into or perform a Customer Agreement (or any substantially similar arrangement) with that User, or otherwise to circumvent OwtSmart, with the intention of avoiding the payment of Fees that would otherwise be payable to us. This clause 7.13 does not apply to a Customer Agreement with a person with whom you had an existing business relationship before connecting with them via OwtSmart.

8. FEES

8.1 You must pay us the Fees through the Website using our 3rd Party Payment Provider, or through any other method specifically agreed in writing between us in advance.

8.2 Fees are calculated by reference to your subscription plan. Details are available on our pricing page at https://owtsmart.com/pricing.

8.3 You must pay Sales Tax on all Fees. Unless otherwise stated, Fees listed on our pricing page include Sales Tax.

8.4 Fees must be paid electronically in cleared funds without set-off or deduction except as required by law. If you are required by law to make any deduction, you must pay us any additional amount that is necessary to ensure receipt by us of the full amount which we would have received but for the deduction.

8.5 To the maximum extent permitted by Applicable Law, Fees paid are non-refundable, except where we agree otherwise at our sole discretion, or where we cease to operate OwtSmart under clause 21.6, in which case we will refund you a pro rata amount of any Fees you have paid in advance for the then-current Subscription Period, calculated by reference to the number of days remaining in that Subscription Period after the date OwtSmart ceases to be available to you.

8.6 Fees for services to which a Subscription Period applies will be charged in advance of each Subscription Period.

8.7 If you have elected for Subscription Periods not to renew automatically, you will need to manually renew your subscription at the end of each Subscription Period to retain the same functionality and benefits. Otherwise, your subscription will cease at the end of the then-current Subscription Period.

8.8 If you have elected to make Subscription Periods renew automatically, when a Subscription Period expires it will automatically extend for a further period of the same length at the same then-current Fees (subject to clause 8.12), until terminated in accordance with these Terms. If you have an annual subscription with automatic renewal, we will send you a renewal reminder at least 30 days before the end of your then-current Subscription Period.

8.9 By electing to pay Fees through the 3rd Party Payment Provider, you authorise us and/or our 3rd Party Payment Provider to charge your debit/credit card or nominated bank account for the Fees and any other outstanding amounts as they become due. You acknowledge that the 3rd Party Payment Provider may have separate terms applicable to processing payments, and you are responsible for reading and accepting those terms. The 3rd Party Payment Provider's terms of service and privacy policy are available at https://stripe.com/nz.

8.10 If we are unable to collect Fees or outstanding amounts from your payment method for any reason, you remain responsible for any uncollected amounts.

8.11 We may suspend or cancel your account or subscription plan benefits, and/or withdraw any Booking Request, without notice if any Fees or other outstanding amounts are overdue.

8.12 We may increase the Fees from time to time by giving affected Users at least 30 days' notice. Where Fees have been agreed for a current Subscription Period, the increased Fees will only take effect from the next Subscription Period. If a User does not cancel or change their subscription plan before the effective date of the increase, they are deemed to have accepted the increased Fees.

8.13 If you use the 3rd Party Payment Provider, you agree that: (a) you are bound by the 3rd Party Payment Provider's terms of service and privacy policy; (b) you must provide accurate and current payment information; and (c) all payments are handled by the 3rd Party Payment Provider, and we do not access, store or handle any of your payment card information.

9. ACQUIRING GOODS AND SERVICES

9.1 We are not responsible for: (a) the quality, availability, timeliness or fitness for purpose of any goods or services provided by a Service Provider; (b) any statements a Service Provider makes in their Service Provider Card, Content, communications via OwtSmart or otherwise; or (c) the quality or accuracy of any Service Records provided by a Service Provider.

9.2 You are responsible for independently deciding whether a good or service available via OwtSmart is fit for your intended purposes, for assessing any statements a Service Provider makes, for checking the accuracy and completeness of any Service Records, and for assessing all other content on OwtSmart that relates to a Service Provider. We strongly encourage OWTS Owners to undertake their own research and due diligence prior to entering into any Customer Agreement.

9.3 Despite any feature or service of OwtSmart, the selection and engagement of a Service Provider remains your responsibility. Nothing in OwtSmart's functionality, including the display of a Service Provider Card, constitutes an endorsement or recommendation by us of that Service Provider or their work.

9.4 Any pricing indication available via OwtSmart is based on information voluntarily provided by Service Providers, is intended for general guidance purposes only, and does not represent a quote or any obligation on a Service Provider to provide goods or services at or below that indication.

9.5 When you submit a Booking Request, you must include all details available and applicable to the request and any other information reasonably required by the Service Provider.

9.6 Submitting a Booking Request is no guarantee that a Service Provider will accept the request or provide the requested service on the terms contemplated.

9.7 You authorise each Service Provider to provide us with information relating to all service activities undertaken by that Service Provider in connection with your OWTS, including Service Records and any information we reasonably request in connection with our operation of OwtSmart.

9.8 If you participate in Booking Request communications via OwtSmart: (a) you must only use the Booking Request process in good faith for bona fide purchasing and procurement decisions; and (b) you must not, without the relevant Service Provider's permission, disclose the pricing and terms included in any Service Provider's response to a Booking Request (to the extent not otherwise publicly available) to any person other than your personnel and professional advisers who have a need to know for the purpose of evaluating responses and negotiating a Customer Agreement.

10. CUSTOMER AGREEMENTS

10.1 A Customer Agreement is formed when an OWTS Owner and a Service Provider agree (whether via OwtSmart or otherwise) to the terms of purchase.

10.2 We are responsible only for facilitating contact between OWTS Owners and Service Providers. We are not involved in the negotiation of, or entry into, any Customer Agreement.

10.3 Any costs you incur in preparing, negotiating, and/or entering into any Customer Agreement are your own responsibility.

10.4 We are not a party to any Customer Agreement. However, that does not limit our rights under these Terms.

10.5 The terms of the Customer Agreement between you and the Service Provider govern the provision of the relevant goods and/or services and your obligations in respect of that supply.

10.6 Service Providers are responsible for setting and collecting all applicable Sales Taxes and charges in connection with the provision of goods and/or services under a Customer Agreement.

10.7 Without limiting clause 16, Users must resolve any dispute relating to a Customer Agreement between themselves.

11. IoT DEVICES

11.1 OwtSmart can, if requested, communicate with an Internet-of-Things cloud solution that manages, tracks and controls devices attached to your OWTS (each, an IoT Device), if the IoT Device is from a vendor supported by us (Supported Device Vendor). You do not have to connect your IoT Device to OwtSmart, but if you do, the terms of this clause 11 apply.

11.2 You are responsible for ensuring that your IoT Device is from a Supported Device Vendor and is compatible with OwtSmart.

11.3 If you wish to connect your IoT Device to OwtSmart, you must provide, at your own expense, all systems, infrastructure and resources required to establish and maintain that connection. The terms and charges for your IoT Device's installation, maintenance, internet connection, use and security are separate from these Terms and apply directly between you and the relevant service providers.

11.4 Continued access to your IoT Device data is subject to the API policies and requirements specified by the Supported Device Vendor from time to time. We may cease to make IoT Device connection functionality available if: (a) the Supported Device Vendor ceases to make API access available to us on reasonable terms; or (b) the Supported Device Vendor discontinues or materially alters its API without equivalent replacement functionality.

11.5 You agree: (a) to promptly provide all information and assistance we may reasonably request to enable us to establish and maintain a connection to your IoT Device; (b) that we have no control over, and are not responsible or liable for, data collected by the Supported Device Vendor from your IoT Device; (c) to notify us immediately if you become aware of any unauthorised access to or use of your IoT Device; and (d) that the effectiveness of any connection to your IoT Device depends on factors outside our control, including the Supported Device Vendor's API reliability and usage limits.

12. CONTENT

12.1 We retain complete editorial control over OwtSmart and may at any time and at our sole discretion: (a) refuse to publish any Content; (b) access and review any Content; (c) moderate, edit, remove or withdraw any Content; and (d) take any other action with respect to any Content or the User responsible for it that we consider reasonably necessary to maintain the integrity of OwtSmart or to enforce these Terms.

12.2 Despite clause 12.1, to the maximum extent permitted by law, we accept no responsibility for monitoring any Booking Request, Service Provider Card, Service Records, or communications between Users via any chat, message or other communication function made available via OwtSmart.

12.3 You are responsible for all of your Content. You represent and warrant that your Content will: (a) comply with these Terms; (b) comply with any agreements you have entered into with any third parties; (c) comply with all Applicable Law; and (d) not conflict with the rights of third parties. We are not responsible for any Loss arising from your Content being incorrect or out of date.

12.4 You acknowledge and agree that OwtSmart is a tool for collating, storing and analysing information relating to your OWTS, for facilitating installation, maintenance, repair and sampling services, and for general guidance purposes. It remains your responsibility to: (a) ensure that Content input into OwtSmart by you or on your behalf, and any Service Record provided by a Service Provider, is accurate, complete and up to date; (b) understand and comply with all regulatory obligations applicable to you in connection with your OWTS; and (c) make your own decisions in relation to the installation, maintenance, repair, sampling and servicing of your OWTS.

12.5 All communications via OwtSmart are, or may be, publicly available unless specifically stated otherwise, and we may display them on OwtSmart with whatever prominence and in whatever form we choose. It is your responsibility to govern your use of OwtSmart accordingly.

12.6 By accessing and using OwtSmart, you: (a) agree that other Users may use your Content for the purpose of discussing Booking Requests, offering goods and/or services, and discussing and agreeing Customer Agreements; and (b) agree that we may retain a copy of your Content for the purposes of verifying Booking Requests and Customer Agreements, determining compliance with these Terms, maintaining our own records, and general advertising and promotional purposes.

12.7 As between you and us, title to, and all Intellectual Property Rights in, the Content remains your property. You grant us a worldwide, non-exclusive, fully paid up, sub-licenseable, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Content for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with these Terms and our Privacy Policy.

12.8 Without limiting clause 12.9, you acknowledge that: (a) we may use Content, Service Records, and information about your use of OwtSmart: (i) to enforce and investigate potential breaches of these Terms; (ii) for our internal research, analytical and product development purposes; (iii) to generate anonymised data (Anonymous Data); and (iv) to identify trends and insights on an anonymised and aggregated basis (Analytical Data); (b) we may use Anonymous Data and Analytical Data for our own business purposes; (c) we may share Anonymous Data created using your Content with Regulatory Authorities where you have opted in to sharing Anonymous Data in that manner; and (d) these rights will survive termination of your account or these Terms.

12.9 You must ensure you have obtained all necessary consents, and provided all notifications required by Applicable Law, for us to access, collect, hold, process and distribute the Content as described in these Terms.

12.10 While we will use reasonable endeavours to back up Content, you must keep separate and regular back-up copies of all Content that you upload onto OwtSmart and all Service Records that any Service Provider uploads in relation to your OWTS.

13. SERVICE ACTIVITY SUMMARIES / SYSTEM STATUS REPORTS AND REMINDERS

Service Activity Summary

13.1 For those subscription plans that include access to the Service Activity Summary feature, OwtSmart can generate a Service Activity Summary for an OWTS at your request. A Service Activity Summary is a factual record of service activities reported by Service Providers in connection with your OWTS, based solely on information provided by you during onboarding and by Service Providers through Service Records submitted via the platform.

13.2 A Service Activity Summary:

13.2.1 is a record of Service Provider-reported activity only and does not constitute any representation, warranty or assurance by OwtSmart as to the quality, adequacy, compliance or fitness for purpose of any work performed;

13.2.2 is based solely on information provided by you and/or by Service Providers and has not been independently verified by OwtSmart;

13.2.3 does not indicate whether your OWTS meets any applicable regulatory standard, resource consent requirement, or other compliance obligation; and

13.2.4 does not constitute a warrant of fitness, compliance certificate, or any other certification of any kind.

13.3 You are responsible for: (a) ensuring that all information provided to us for the purposes of generating a Service Activity Summary is accurate and up to date; (b) promptly correcting any errors in that information; (c) understanding your own regulatory obligations in respect of your OWTS; and (d) obtaining independent professional advice if you require confirmation of compliance with applicable regulatory requirements.

13.4 If you choose to share a Service Activity Summary with a Regulatory Authority, you acknowledge that you do so on your own initiative and at your own risk, and that OwtSmart makes no representation as to whether that Regulatory Authority will accept or act on the information contained in it.

13.5 We may update the format and content of Service Activity Summaries from time to time without notice. Any changes will apply to Service Activity Summaries generated after the date of the change.

System Status Reports and Reminders

13.6 When you set up your OWTS on OwtSmart, you may enter the requirements that apply to your OWTS, for example how often you must file a report with your council, how often your tank must be pumped out, and how often sampling must be carried out and the parameters that apply to that sampling (“System Requirements”). The System Requirements are entered by you or on your behalf and are not checked, verified or approved by OwtSmart. You are solely responsible for ensuring that the System Requirements are accurate, complete and up to date, including by checking them against any resource consent, building consent or other regulatory requirement that applies to your OWTS, and by updating them promptly if those requirements change.

13.7 OwtSmart may send you reminders based on the System Requirements (“Reminders”). Reminders are provided as a convenience only. We do not guarantee that any Reminder will be sent or received, or that it will be sent at the correct time, and a Reminder will only be as accurate as the System Requirements on which it is based. You remain solely responsible for ensuring that all servicing, pump outs, sampling, reporting and other activities required in respect of your OWTS are carried out on time, whether or not you receive a Reminder.

13.8 For those subscription plans that include access to the System Status Report feature, OwtSmart can generate a System Status Report for your OWTS at your request. A System Status Report shows how activity recorded on OwtSmart compares with the System Requirements, based solely on the System Requirements and other information provided by you, and on Service Records and other information provided by Service Providers.

13.9 A System Status Report:

13.9.1 is an automatically generated comparison of recorded activity against the System Requirements only, and does not constitute any representation, warranty or assurance by OwtSmart as to the condition, performance, adequacy or compliance of your OWTS, or the quality of any work performed on it;

13.9.2 is based solely on information provided by you and/or by Service Providers, including the System Requirements, and that information has not been independently verified by OwtSmart;

13.9.3 reflects only activity recorded on OwtSmart and will not show any activity that has been carried out but not recorded on OwtSmart, and may therefore be incomplete or out of date;

13.9.4 does not indicate whether your OWTS meets any applicable regulatory standard, resource consent or building consent requirement, or other compliance obligation, and does not replace independent professional advice; and

13.9.5 does not constitute an inspection report, warrant of fitness, compliance certificate, or any other certification of any kind.

13.10 You are responsible for: (a) ensuring that the System Requirements and all other information you provide for the purposes of generating a System Status Report are accurate and up to date; (b) promptly correcting any errors in that information; (c) understanding your own regulatory obligations in respect of your OWTS; and (d) obtaining independent professional advice if you require confirmation of the condition of your OWTS or its compliance with applicable regulatory requirements.

13.11 If you choose to share a System Status Report with a Regulatory Authority, a purchaser or prospective purchaser of the property on which your OWTS is located, or any other person, you acknowledge and agree that: (a) you do so on your own initiative and at your own risk; (b) OwtSmart makes no representation as to whether any Regulatory Authority will accept or act on the information contained in it; (c) you must share the System Status Report in full and unaltered, including the disclaimer it contains, and must not represent to any person that it has been verified, endorsed or certified by OwtSmart; and (d) to the maximum extent permitted by law, OwtSmart accepts no responsibility or liability to you or to that person arising from that person’s reliance on the System Status Report.

13.12 We may update the format and content of System Status Reports and Reminders from time to time without notice. Any changes to System Status Reports will apply to System Status Reports generated after the date of the change.

14. TRANSFERRING OWNERSHIP OF AN OWTS' RECORDS

14.1 OwtSmart includes functionality that allows you to transfer access to, and control over, data relating to an OWTS to another User by inviting that User to accept “ownership” of that OWTS via OwtSmart.

14.2 Any transfer of that kind is final. After it occurs, you will not be able to retrieve ownership of that OWTS and its related data in OwtSmart without the transferee's consent.

14.3 It is your responsibility to save a copy of all data you wish to continue to have access to, before transferring control of that data to another User.

15. OUR INTELLECTUAL PROPERTY

15.1 Other than your Content, we (and our licensors) own all proprietary and Intellectual Property Rights in OwtSmart, the Website, any App, and the Underlying Systems.

15.2 Title to, and all Intellectual Property Rights in, Analytical Data is and remains our property.

15.3 If you provide us with ideas, comments or suggestions relating to OwtSmart (together feedback): (a) all Intellectual Property Rights in that feedback, and anything created as a result of that feedback, are owned solely by us; and (b) we may use or disclose the feedback for any purpose.

15.4 You acknowledge that OwtSmart may link to, or rely on, third party websites, feeds and information. Any link from, or reliance by OwtSmart on, any third party website, feed or information does not imply that we endorse, approve, recommend or assume responsibility for those websites, feeds or information. To the maximum extent permitted by law, we exclude all responsibility or liability for those websites, feeds and that information.

15.5 You may not use our branding, logos or other Intellectual Property, or our name or the name of OwtSmart, except as permitted by these Terms or with our prior written consent.

16. USER DISPUTES

16.1 If you have a dispute with another User, you must resolve that dispute with the other User directly. We are not responsible for the behaviour of any User. Without limiting our rights under these Terms, we do not involve ourselves in User Disputes.

16.2 If a User raises with us an issue relating to another User, we will refer the matter to the relevant other User, including sharing the details of the dispute. The Users involved in the dispute will be responsible for resolving that issue between themselves.

16.3 We will only involve ourselves in a dispute between Users if we decide to do so. We accept no responsibility to resolve, or otherwise engage in, any User Dispute unless we choose to, or unless a party claims that we have breached our own obligations under these Terms or Applicable Law.

16.4 You authorise us to provide your contact details to any other User involved in a User Dispute, to enable you and the other User to discuss and attempt to resolve that dispute.

16.5 If you cannot resolve a User Dispute directly with the other User, you and the other User should first attempt to resolve it through good faith negotiation between senior representatives of each of you. If the User Dispute is not resolved within 15 business days of one of you notifying the other of the dispute, you and the other User should refer the dispute to mediation administered by Resolution Institute (NZ) before either of you commences court proceedings against the other, except that either of you may seek urgent interim relief from a court at any time. If the other User does not engage with this process, or the dispute remains unresolved following mediation, you remain responsible for taking any legal action as you consider appropriate against the relevant User and without reference to us.

16.6 To the maximum extent permitted by law, except for providing dispute and contact details under clauses 16.2 and 16.4, we accept no obligation to supply any information, express any view, provide any assistance, or otherwise be involved, in a User Dispute.

17. CONFIDENTIALITY

17.1 You must treat as confidential all information relating to us or any other User that is made available to you through OwtSmart or otherwise in connection with these Terms that is not already independently known to you.

17.2 If we provide you with information about another User, you agree to use that information only for the purpose for which it is provided. You may not, without that User's permission, disclose, sell or distribute a User's information to a third party for purposes unrelated to a Booking Request, Customer Agreement or other transaction or interaction reasonably contemplated by these Terms.

17.3 This clause 17 does not prevent a party from disclosing information: (a) which is publicly available through no fault of the recipient; (b) as required or permitted for the valid exercise of rights and performance of obligations under these Terms or any Customer Agreement; (c) as required as part of a bona fide financing or sale of its business, provided that the disclosing person enters into a confidentiality agreement with the third party on terms no less restrictive than this clause 17; (d) as required as part of a bona fide sale of the property on which the party's OWTS is located; (e) where required by law; (f) which was rightfully received from a third party without restriction and without breach of any obligation of confidentiality; or (g) as expressly allowed by these Terms or any applicable Customer Agreement.

18. PRIVACY

18.1 You are not required to provide personal information to us, although in some cases if you choose not to do so then we may not be able to make certain services or functions of OwtSmart available to you.

18.2 We will comply with Applicable Data Protection Laws and with our Privacy Policy set out at https://owtsmart.com/privacy-policy with respect to all personal information you provide to us or which we collect about you.

18.3 Each User agrees that it will, and will ensure that its personnel and Account Members, only collect, use and disclose personal information made available to it in connection with its use of OwtSmart in accordance with all Applicable Data Protection Laws and its own privacy policies or statements.

18.4 You acknowledge and agree that, to the extent Content contains personal information, in collecting, holding and processing that information through OwtSmart, we are acting as your agent for the purposes of the Privacy Act 2020 and any other Applicable Data Protection Laws. You must obtain all necessary consents from the relevant individual to enable us to collect, use, hold and process that information in accordance with these Terms.

18.5 You agree that we may store Content (including personal information) in secure servers in New Zealand and Australia and may access that Content from time to time. Full details of the OwtSmart Privacy Policy can be accessed at https://owtsmart.com/privacy-policy.

19. DISCLAIMERS

19.1 To the maximum extent permitted by law, we have no liability or responsibility to you or any other person for any Loss in connection with:

19.1.1 OwtSmart being unavailable (in whole or in part) or performing slowly;

19.1.2 any information received from any IoT Device connected to your OWTS, or any failure or delay affecting a connection to any such device;

19.1.3 the failure of any User to comply with these Terms or a Customer Agreement, or any User Dispute;

19.1.4 any Content or any content, data or information provided by you or any third party, which is in all cases the sole responsibility of the person from whom that content, data or information originated. We do not monitor Users, data (including Content and Service Records) or other content;

19.1.5 any goods or services advertised by, or bought or sold from, a Service Provider, including any failure to receive any good or service, the accuracy or truthfulness of any Service Provider Card, Booking Request communications or Service Records, or any failure of a good or service to meet your expectations;

19.1.6 any error in, or omission from, any information made available via OwtSmart;

19.1.7 any exposure to viruses or other forms of interference which may damage your computer system or expose you to fraud; and

19.1.8 any site linked from OwtSmart; and

19.1.9 any System Requirements, any Reminder (including any failure to send, or delay in sending, a Reminder), or any System Status Report, including any error in or omission from a System Status Report and any reliance by you or any other person on it.

19.2 Without limiting clause 19.1:

19.2.1 you access and use OwtSmart, and rely on information provided by Users, at your own risk;

19.2.2 you acknowledge that OwtSmart’s functionality relies on information provided by you or on your behalf, and by third parties (including Regulatory Authorities, Service Providers and Supported Device Vendors). We do not independently verify that information and are not responsible for any errors in it;

19.2.3 you acknowledge that, while Service Providers may be required to verify their health and safety pre-qualifications (for OwtSmart’s own purposes only) before registering as a User, we do not check, control, inspect, endorse, approve or check Service Providers or their personnel on an ongoing basis. OwtSmart does not require Service Providers to hold public liability, professional indemnity or any other insurance. You acknowledge that OwtSmart makes no representation as to whether any Service Provider holds adequate (or any) insurance, and accepts no liability if a Service Provider is unable to satisfy any claim, including because they do not hold adequate (or any) insurance. OwtSmart in no way represents as to a Service Provider’s suitability, qualification or compliance at any time;

19.2.4 you acknowledge that we do not undertake any credit or similar check on Users and you are responsible for assessing another User’s suitability, reputation and credit-worthiness before you deal with them; and

19.2.5 to the fullest extent permitted by Applicable Law: (i) you carry out all Booking Requests and other arrangements contemplated by these Terms at your own risk; and (ii) we exclude all liability for any Loss arising out of or in any way connected with your dealings with other Users, User Disputes, Customer Agreements, and/or any information provided by you or any third party.

19.3 Clauses 19.1 and 19.2 are subject to clause 20.3.

20. LIABILITY

20.1 Subject to clause 20.3 and to the maximum extent permitted by law: (a) all conditions, guarantees or warranties not expressly set out in these Terms (whether implied by statute or otherwise) are expressly excluded, and to the extent they cannot be excluded, liability for them is limited to the amount set out in clause 20.6; (b) we make no representation concerning the quality of goods and services made available by any other User via OwtSmart; (c) without limiting (a) and (b), we make no representation concerning the quality of OwtSmart and do not promise that OwtSmart will meet your requirements, be suitable for any particular purpose, be secure or error-free, or be compatible with any device connected to your OWTS; (d) we do not promise that posting a Booking Request will guarantee the availability of any goods or services; and (e) we are not liable or responsible to you for any Loss under these Terms or in connection with OwtSmart, regardless of whether our liability arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise.

20.2 If you acquire access to OwtSmart in trade, for the purposes of a business (for example, as a property manager, landlord or body corporate), you and we agree that: (a) we supply, and you acquire, access to OwtSmart in trade; (b) to the maximum extent permitted by law, we each agree to contract out of the New Zealand Consumer Guarantees Act 1993 under section 43(2) of that Act, and that Act does not apply to your access and use of OwtSmart or these Terms; and (c) it is fair and reasonable that the parties are bound by these Terms, including this clause 20.2.

20.3 If you are a consumer under the Consumer Guarantees Act 1993 (for example, because you use OwtSmart for an OWTS at your own home), nothing in these Terms limits or excludes your rights under that Act. Nothing in these Terms limits or excludes any rights you have under the Fair Trading Act 1986. Clauses 19, 20.1 and 20.4 to 20.7 apply only to the extent permitted by those Acts.

20.4 If clause 20.2 applies to you and where legislation or rule of law implies into these Terms a condition, guarantee or warranty that cannot be excluded or modified by contract, our liability for any breach of that condition, guarantee or warranty is limited, at our option, to: (a) supplying the relevant good or service again; and/or (b) paying the costs of having the good or service supplied again.

20.5 We will not be liable to you for any: (a) loss of profit, revenue, savings, business, use, data (including Content, Service Records, Service Activity Summaries, System Requirements or System Status Reports), opportunity and/or goodwill; or (b) consequential, indirect, incidental or special damage or loss of any kind.

20.6 To the maximum extent permitted by law, and only to the extent clauses 20.1 to 20.4 do not apply or do not limit or exclude any liability, but subject always to clause 20.5, our total aggregate liability to you for all claims under or in connection with these Terms or OwtSmart will not exceed the greater of: (i) $500; and (ii) the Fees actually paid by you in the 12-month period preceding the first event giving rise to liability.

20.7 Our liability for any claim will be reduced to the extent to which you or your personnel contributed to the damage arising from the claim. The same will apply to your liability to us for any claim, to the extent to which we or our personnel contributed to the relevant damage.

20.8 Clauses 20.1 to 20.7 do not apply to limit: (a) our liability for personal injury or death, or for fraud or wilful misconduct; or (b) any liability that cannot be excluded by law.

21. SUSPENSION AND TERMINATION

21.1 Unless terminated in accordance with these Terms, these Terms and your right to access and use OwtSmart continue until we or you give 30 days' written notice that these Terms will terminate on the expiry of that notice, provided that if you have chosen and paid for a Subscription Period, the effective date of any termination notice will be the end of the then-current Subscription Period.

21.2 You may cancel your subscription plan and close your account with OwtSmart at any time. If you do so, these Terms and your right to access and use OwtSmart will terminate immediately (subject to clause 21.11).

21.3 If these Terms and your right to access and use OwtSmart are terminated under this clause, we will close your account on the effective date of termination.

21.4 Without limiting any other right or remedy available, we may restrict or suspend your access to OwtSmart, and remove Booking Requests and/or any other Content or data relating to your OWTS, if we consider you have, or anyone acting on your behalf has: (a) undermined, or attempted to undermine, the security or integrity of OwtSmart or any Underlying Systems; (b) used, or attempted to use, OwtSmart for improper purposes; (c) used OwtSmart in a manner, other than for normal operational purposes, that materially reduces the operational performance of OwtSmart; (d) transmitted or stored any Content that breaches or may breach these Terms or any third party right, or that is Objectionable, incorrect or misleading; (e) failed to pay any Fees or outstanding amounts when due; or (f) otherwise breached these Terms.

21.5 We may also terminate your access and use of OwtSmart if we believe (acting reasonably) that financial, performance or security issues caused by or affecting you mean that your continued membership is not appropriate. Where reasonably practicable, we will endeavour to remedy the relevant issues with you before terminating.

21.6 Despite any other provision of these Terms, we may also terminate your access to and use of OwtSmart on reasonable written notice to you, if we decide to cease operating OwtSmart or to release a new version of OwtSmart under different terms.

21.7 Withdrawal, suspension, cancellation or termination of your access to OwtSmart will not affect the validity of any Customer Agreement between you and any other person, or any User's rights or obligations under any such agreement.

21.8 Termination or cancellation does not affect any party's rights and obligations that accrued before that termination or cancellation. Cancellation of your account is without prejudice to your obligations to pay any Fees or other amounts up to the effective date of termination.

21.9 To the maximum extent permitted by law and except as otherwise specified in these Terms, no compensation is payable by us to you as a result of termination of these Terms or suspension of your access to OwtSmart for whatever reason, and you will not be entitled to a refund of any amount already paid to us.

21.10 On suspension or termination, you must immediately cease using OwtSmart and must not attempt to gain further access (except, in the case of a suspension, if and when we lift the suspension).

21.11 Clauses which, by their nature, are intended to survive termination, including the relevant provisions of clauses 4, 5.4 through 5.7, 6.6, 7.4, 7.6, 7.12, 8.9, 8.10, 8.13, 9, 10, 11.2, 12, 13, 15, 16, 17, 19, 20, 21.7 through 21.10, this clause 21.11, and 22, will continue to apply after termination.

22. GENERAL

22.1 If we need to contact you, we may do so by email or by posting a notice on the Website and/or any App. You agree that this satisfies all legal requirements in relation to written communications.

22.2 We are not liable to you for any failure to perform our obligations under these Terms to the extent caused by an event beyond our reasonable control.

22.3 You agree that any of our related companies, contractors, subcontractors and service providers may exercise our rights, powers and/or benefits under these Terms on our behalf.

22.4 The provisions of these Terms that confer, or purport to confer, a benefit on a person other than you and us, including those relating to Users' obligations when initiating or responding to Booking Requests or confidentiality, are intended to confer a benefit on, and to be enforceable by, each other relevant User.

22.5 Subject to clause 22.4, no person other than you and us has any right to a benefit under, or to enforce, these Terms.

22.6 All notices and communications by you to us under or in connection with these Terms must be in writing and sent by email to hello@owtsmart.com. A notice sent by email will not be validly given if, within 24 hours after the email is sent, a return email is received stating that the addressee's email address is wrong or that the message cannot be delivered.

22.7 These Terms, and any dispute relating to these Terms or OwtSmart, are governed by and must be interpreted in accordance with the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with these Terms or OwtSmart.

22.8 You may not assign, novate, subcontract or transfer any right or obligation under these Terms without our prior written consent, not to be unreasonably withheld, provided that nothing in this clause prevents you from transferring to another User access to, and control over, data relating to an OWTS in OwtSmart, or from sharing any Service Activity Summary, System Status Report, Service Records or other Content relating to data with another User who has purchased, or is considering purchasing, the property where the OWTS is located. You remain liable for your obligations under these Terms despite any approved assignment or transfer.

22.9 We may assign, novate or transfer any or all of our rights and obligations under these Terms to any related company or successor entity (including any entity that acquires all or any part of our business or assets).

22.10 Except as otherwise expressly permitted under these Terms, including under clauses 2.1 and 8.12, any variation to these Terms must be in writing and agreed by us and you.

22.11 For us to waive a right under these Terms, that waiver must be in writing and signed by us.

22.12 If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If a modification is not possible, the part or provision must be treated as severed from these Terms. The remainder of these Terms will be binding on you.

22.13 These Terms and the Privacy Policy set out everything relating to your access and use of OwtSmart, and supersede and cancel anything discussed, exchanged or agreed prior to you agreeing to these Terms.

OWTSMART PLATFORM TERMS OF USE – OWTS OWNERS