SmartCare™ Cloud Terms and Conditions
Effective from 29 June 2026.
1. Introduction and acceptance
SmartCare Cloud is a web-based application provided by Chiptech International Limited (NZ) and/or Chiptech Limited (NZ) and/or Chiptech International Limited (UK) as applicable (Chiptech, we, us, and our). These Terms, together with our Terms of Trade, govern your access to and use of SmartCare Cloud. In addition, where you use any of Chiptech’s SmartCare applications in connection with your use of SmartCare Cloud, such use is governed by the terms and conditions for those applications.
In these Terms, you and your means the organisation that manages Devices and/or provides monitoring, response or other services in relation to Devices, and that has been approved by Chiptech to access SmartCare Cloud, and includes all Permitted Entities of that organisation.
By accessing or using SmartCare Cloud, you confirm that you have read, understood and agree to be bound by these Terms. You warrant that the individual accessing and using SmartCare Cloud on behalf of the organisation has authority to bind the organisation to these Terms.
If you do not agree to these Terms, you must not access or use SmartCare Cloud.
2. Changes to these Terms
Chiptech may amend these Terms from time to time.
If a change is material (for example, it reduces your rights, increases your obligations, materially changes data handling, or introduces new material restrictions), Chiptech will take reasonable steps to provide you with at least ten working days’ notice before the change takes effect, by updating the Terms in SmartCare Cloud and or via a notification method Chiptech reasonably determines.
Your continued use of SmartCare Cloud after the updated Terms take effect is deemed acceptance of the updated Terms.
If you do not accept a material change, your remedy is to stop using SmartCare Cloud and terminate your Accounts in accordance with clause 15.4.
3. Definitions
In these Terms, unless the context requires otherwise:
Account means an account created for an authorised person within your organisation to access SmartCare Cloud.
Company Admin means, in relation to use of and access to the SmartCare Cloud, the person (or persons) in your organisation you designate with the ability to:
- setup and update your organisation profile;
- apply fleetwide updates to Devices including configurations, firmware, cellular firmware and voice files;
- determine who can be a Company User and set their roles and level of access;
- create, update and remove sub-structures within their organisation profile for managing segmented groups of Devices; and
- reset passwords for Company Users.
Company User means, in relation to use of and access to the SmartCare Cloud, the person (or persons) in your organisation you designate with the ability to:
- change their password and security question;
- view all information about Devices;
- make changes to individual Devices, download log information; and
- take any other authorised actions.
Confidential Information includes all information exchanged between you and Chiptech, whether in writing, electronically or orally, all Data, SmartCare Cloud, including all material, software, and information relating to the SmartCare Cloud, and any other information of a confidential nature or deemed confidential (either expressly or by implication) by a party, but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by a party.
Data includes all data inputted by you or Chiptech to the SmartCare Cloud, or which is automatically collected from Devices in the field by SmartCare Cloud.
Default has the meaning set out in clause 9 of these Terms.
Device means any Chiptech product visible to you within SmartCare Cloud.
GPS means Global Positioning System, a satellite-based system that enables the determination of a device’s geographic location.
Intellectual Property Right means any patent, trade mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world, and whether or not registered.
Permitted Entity means any other organisation with a legitimate need to access Devices, such as a retirement village operator, a monitoring centre, a reseller of Devices or a provider that services Devices, to which you grant access to SmartCare Cloud in accordance with clause 4.3.
Personal Data includes any information that is personal information or personal data under applicable privacy and data protection laws and that is processed by SmartCare Cloud.
SmartCare Cloud is the device management platform for Chiptech data reporting products, including all modifications, updates, upgrades and enhancements to it and the services provided by Chiptech in connection with it. SmartCare Cloud enables our customers to remotely effectively manage their Devices, including viewing logs files and scheduling updates.
Terms means these Terms and Conditions and any updated version of them.
Terms of Trade means our terms of trade available on our website, or if you have signed a supply agreement with us, then that supply agreement.
User means a Company Admin or a Company User.
In these Terms, the meaning of general words is not limited by specific examples introduced by including, for example, or similar expressions.
4. Purpose and permitted use
4.1 Purpose
SmartCare Cloud is provided to support your management of Devices and the delivery of monitoring, response and other services to the person associated with a Device (ie the end user).
4.2 Permitted use
You may use SmartCare Cloud (including any Data exported from SmartCare Cloud) only for your own lawful internal business purposes, and only in accordance with these Terms, any user manual and all applicable laws governing the use of SmartCare Cloud, and otherwise as authorised or directed by Chiptech from time to time. SmartCare Cloud must not be used or accessed outside of your organisation and its Permitted Entities. You must not sublicence access to SmartCare Cloud or permit any unauthorised individual in your organisation or a third party to use your Accounts, except as permitted by clause 4.3.
4.3 Use by Segmented Groups
SmartCare Cloud functionality allows for sub-structures within an organisation’s Accounts, which segment the Devices of the organisation into groups. An organisation may create sub-structures for any group of Devices and set access rights to those groups. The organisation must only permit access to a segmented group of Devices to individuals who have a legitimate need to have such access. These individuals may be from another organisation, so long as it is a Permitted Entity.
Where your organisation provides access to a Permitted Entity, then:
- the Company Users of that Permitted Entity are deemed to also be Company Users of the organisation for the purposes of these Terms, provided that the authority of those Company Users is limited to the segmented group to which the Permitted Entity is given access;
- the Company Admin of the Permitted Entity (if any) and all Company Users of the Permitted Entity do not have access to Devices that are not within the segmented group of that Permitted Entity;
- the organisation must ensure that the Permitted Entity and its Users comply with these Terms; the organisation is responsible for ensuring it complies with all applicable privacy and data protection laws in granting any Permitted Entity access to SmartCare Cloud; and
- the organisation is responsible for the acts and omissions of the Permitted Entity and any Permitted Entity of a further sub-structure as if they were the acts and omissions of the organisation.
If you are a Permitted Entity, then you:
- must comply with these Terms as if you were the organisation from which you were granted access (“Parent”), provided that the Permitted Entity has no rights to manage any Accounts of the Parent other than those of the Permitted Entity, and the Permitted Entity is not responsible under these Terms for the acts and omissions of the Parent;
- may only create a further sub-structure to the extent that is permitted by the SmartCare Cloud functionality, and if further sub-structures are not permitted you may not create them;
- must only use SmartCare Cloud (including any Data exported from SmartCare Cloud) for the Permitted Entity’s own lawful internal business purposes;
- acknowledge that the Parent has access to Devices within the sub-structure of the Permitted Entity and may grant access to its Company Users; and
- acknowledge that if the Parent’s access to SmartCare Cloud terminates that will terminate the Permitted Entity’s access to SmartCare Cloud.
4.4 General Restrictions
When accessing and using SmartCare Cloud you must not:
- violate, circumvent or disable the security features of SmartCare Cloud, or interfere, damage or harm, or attempt to interfere, damage or harm SmartCare Cloud, or any system connected to SmartCare Cloud;
- use any automated system, including robots, spiders, or offline readers to access, acquire, copy or otherwise monitor SmartCare Cloud;
- use SmartCare Cloud for any unlawful purpose or otherwise than in the manner in which SmartCare Cloud is designed to be used or use SmartCare Cloud if you have no legitimate reason to do so.
4.5 No unauthorised surveillance
You must not use SmartCare Cloud for covert surveillance or continuous tracking of the Device or the end user of the Device that is not permitted by law, not consistent with your stated service purpose, or not appropriately disclosed to the end user or their lawful representative.
4.6 High risk contexts and safeguarding requirements
SmartCare Cloud includes functionality that enables you to make changes to Devices. This can have a serious consequence for the Device holders if changes are not appropriate. You must not make any changes that put the Device holder at risk, breach any applicable laws or which result in Devices no longer complying with applicable industry standards.
SmartCare Cloud also includes geofencing functionality which reveals location information that can, when combined with other information, effectively identify where end users live and spends time.
However, regardless of whether or not a high risk context exists, you must:
- ensure that only Company Users and other personnel with a legitimate need can access SmartCare Cloud and view the Data;
- ensure that you have explicit approval from end users before implementing geofencing, that geofence configurations are lawful, proportionate and purpose limited, are used only to manage safety and welfare outcomes, and are removed when no longer required;
- ensure that Company Users have proper authority and approval before making changes to Devices or exporting Data from SmartCare Cloud;
- maintain tight control over your end user lists, any Data exported by you, and ensure delegated access is appropriately managed;
- ensure you have documented your lawful basis for processing and that you have provided required notices and obtained consents or authorisations where required (including for use by carers, guardians, or lawful representatives);
- take reasonable steps to minimise foreseeable harm arising from SmartCare Cloud being accessed or misused or unauthorised sharing of the Data, including by:
i. maintaining strict access management and implementing appropriate security measures, conducting periodic access reviews, and using audit logs
ii. giving Company Users risk warnings in relation to scenarios where changes could render Devices inoperable or cause them to behave outside intended parameters; and
iii. applying appropriate confidentiality labels to exported Data, having clear protocols governing how exported Data is stored, accessed, shared and disposed, and ensuring external sharing of exported Data is expressly authorised by your organisation;
g. check any proposed changes to Devices will not result in non-compliance with applicable industry standards, please refer to the Devices specific Technical Specification document for a list of applicable standards.
h. promptly remove access for staff who no longer require it; and
i. respond to and address any suspected misuse of SmartCare Cloud.
5. Service limitations and dependencies
5.1 Third party services
SmartCare Cloud relies on third party infrastructure and services, including Microsoft Azure, Internet connectivity, communication providers, Azure AD B2C for access, and mapping services.
Chiptech does not control third party infrastructure and service availability or restoration timelines. Where an outage or degradation is caused by third party infrastructure or a third party service, Chiptech’s service level targets apply only to the extent Chiptech can reasonably remediate the issue without reliance on the third party infrastructure or service being restored.
5.2 Network and coverage limitations
In order for a Device that is a GPS enabled product to transmit Data, it must be able to access GPS and a compatible cellular network. Such Devices may not function outside network coverage, on unsupported networks, or outside the country or configuration for which they are set up.
5.3 GPS and cellular constraints
The availability and accuracy of Data transmitted by a Device is subject to GPS and cellular constraints, including interference and transmission failure or if transmission is being blocked.
5.4 System limitations
SmartCare Cloud includes functionality for low priority reporting. You must not rely on low priority reporting from SmartCare Cloud if you need real time information.
You must ensure that all Users are aware of any other limitations of the SmartCare Cloud functionality set out in the user manual. The user manual is available on Chiptech’s web portal.
6. Licence and intellectual property
6.1 Licence grant
Chiptech grants you a non-exclusive, non-transferable, limited licence to access and use SmartCare Cloud for the permitted purposes described in clause 4.
6.2 Ownership
SmartCare Cloud, its content, features and functionality (including all Intellectual Property Rights in them) are either owned by us or the third parties we license such material from, and remain the property of Chiptech and such third parties. No right, title or interest in SmartCare Cloud or any content, features or functionality on SmartCare Cloud is transferred to you. Any use of SmartCare Cloud not expressly permitted by these Terms is a breach of these Terms and may also violate copyright, trademark and other laws. You acknowledge that SmartCare has been registered as a trademark in certain countries, such as New Zealand and Australia.
Intellectual Property Rights in any Data that you input into SmartCare Cloud (Your Data) remains your property. However, you grant Chiptech a non-transferable licence to use, copy, transmit, store, and back-up Your Data for the purposes of enabling you to access and use SmartCare® Cloud, and for any other purpose necessary for Chiptech to provide SmartCare® Cloud to you.
You agree that Chiptech may use, reproduce, license, publish, or otherwise distribute and exploit as it sees fit (including for product improvement purposes) any comments, suggestions or other feedback you provide to us regarding SmartCare Cloud (Feedback). Feedback constitutes Chiptech’s Confidential Information for the purposes of the Terms of Trade. You grant Chiptech a perpetual, irrevocable, transferable, worldwide, and royalty-free licence to do these things and agree that nothing Chiptech does with any Feedback requires it to pay any compensation to you.
6.3 Restrictions
You must not copy, reproduce, alter, adapt, reverse engineer, decompile, disassemble, modify, make error corrections for, create derivative works of, or attempt to obtain the source code of SmartCare Cloud, except to the extent expressly permitted by a law that may not be contracted out of (and the parties contract out of any such laws where that is permitted) and only with Chiptech’s prior written consent where required by law. You must not study SmartCare Cloud for the purpose of developing any software that is intended to replicate the functions of SmartCare Cloud.
You must not attempt to gain access to any information stored on SmartCare Cloud that you are not legally entitled, authorised or permitted to access, or in which you have no proprietary right, or no legal or equitable interest.
7. Accounts, Company Users and minimum system requirements
7.1 Account requirement
Access to SmartCare Cloud requires at least one Company Admin account and individual accounts for each Company User. Shared Accounts are not permitted. The Company Admin will act as the primary contact for Account administration requests you make to Chiptech. Chiptech is not required to act on requests from other Company Users. A Permitted Entity may have its own Company Admin, but they may only exercise Company Admin rights in relation to the segmented group to which it has been established.
7.2 Customer responsibility
You must ensure that all Company Users comply with these Terms. You are responsible for all activity occurring under your Accounts, including the activity of any Permitted Entity.
7.3 Access management
You must ensure Accounts are issued only to Company Users, the level of access a Company User has is appropriate to duties, and access is promptly removed for Company Users that leave the organisation or change roles.
7.4 Minimum system requirements
You may access SmartCare Cloud only using computers and devices owned or controlled by your organisation. To use SmartCare Cloud effectively, you must have:
- a reliable Internet connection
- a current, supported operating system with up to date security patches applied
- a compatible, up to date web browser, as set out in clause 7.5
- network and security settings on your systems that allow SmartCare Cloud to function, including settings that permit access to the required Chiptech and third party service IP addresses and domains (as advised by Chiptech), and the ability to receive multi factor authentication prompts where applicable.
7.5 Compatible browsers
SmartCare Cloud must be accessed using a current supported version of a modern browser. Unless Chiptech specifies otherwise, compatible browsers include:
- Microsoft Edge
- Google Chrome
- Mozilla Firefox
- Apple Safari.
Chiptech may update the list of supported browsers from time to time, including to address security vulnerabilities or third-party platform changes. To check which browser types and the particular versions that are compatible please contact us.
7.6 Unsupported environments
Chiptech is under no obligation to provide support where issues are caused by:
- unsupported or outdated browsers or operating systems;
- customer network restrictions, proxies, firewalls, or security tools;
- use of shared, public, or unmanaged computers; or
- malware, compromised endpoints, or other customer technology environment issues.
7.7 Security notifications
You must promptly notify Chiptech of:
- any unauthorised access or use ofyourAccounts;
- any breach of your security or any other security incident that could affect SmartCare Cloud, your use of SmartCare Cloud, or associated SmartCare applications, or Chiptech products; and
- any suspected misuse of the Data by your personnel.
7.8 Suspension or disablement
Chiptech may suspend or disable Accounts where it reasonably considers this necessary to protect SmartCare Cloud (including maintaining system integrity), the Data, other customers, Chiptech’s systems, respond to or address any security concerns, where you breach these Terms, or where required by law.
8. Security measures and controls
8.1 Chiptech measures
Chiptech maintains security controls designed to protect the confidentiality, integrity and availability of SmartCare Cloud and its supporting infrastructure. Please contact us if you would like further information on our security controls.
8.2 Your responsibilities
You are responsible for securing your own systems, networks and endpoints used to access SmartCare Cloud and for ensuring your personnel handle the Data securely and lawfully. At a minimum, you must have and enforce appropriate security and access controls on your systems and equipment connecting to SmartCare Cloud, including as to password practices, authentication setup and access management. These controls must align with good industry practice.
9. Data types processed and stored
SmartCare Cloud may store and process:
- organisation name;
- Device identifiers such as serial numbers and IMEI, CSID/External ID numbers, ICCID, IMSI, and phone number where relevant to Device function;
- Company User Account information, including email address, phone number and first and last name;
- application settings and logs, including user management activity and acceptance of these Terms;
- information about Devices that is required for their maintenance and upkeep, including firmware version, configuration version, last connection time, updates applied and pending;
- event data sent from data enabled Devices, including event type and GPS coordinates and End user identifiable information may not be stored by SmartCare Cloud as a direct identifier. However, information within the Data may be capable of identifying or
- locating an individual in practice.
SmartCare Cloud includes a stock status administrative function. This function does not affect Devices and operates independently from actual Device connectivity and performance. It is your responsibility to ensure that stock status data that you input or change correctly represents the actual status of the Device.
10. Privacy, data protection and the Data Processing Agreement
10.1 Compliance
Each party will comply with applicable privacy and data protection laws, including where relevant the New Zealand Privacy Act 2020, the Australian Privacy Act 1988, UK GDPR, EU GDPR. For this purpose, EU GDPR means the General Data Protection Regulation (EU) 2016/679, and UK GDPR means EU GDPR as applied under the UK’s Data Protection Act 2018.
10.2 Roles
Personal Data that we collect in relation to individuals of your organisation is subject to our privacy policy. You must ensure that those individuals are aware of our privacy policy applying to the collection and use of that personal information. Our privacy policy is available at: https://www.chiptech.co.nz/privacy-policy/
The Data that is from Devices is collected by Chiptech from the Device holders in accordance with our privacy policy. In accordance with our privacy policy, it is combined with other data, which is then made available to you within SmartCare Cloud. As between you and Chiptech, you are responsible for determining the purposes and means of processing the Data (once made available to you within SmartCare Cloud) for your services. Chiptech only processes the Data to provide SmartCare Cloud, and such processing, is not, as between you and Chiptech, subject to our privacy policy.
10.3 Data Breaches
Where Chiptech processes Personal Data on your behalf, the parties’ data protection obligations, including responsibilities for incident management and reporting breaches are set out in Chiptech’s Data Breach Plan, available on the customer web portal.
If there is any conflict between these Terms and the Data Breach Plan regarding Personal Data processing, the Data Breach Plan prevails to the extent of the conflict.
10.4 Customer notices, authority and lawful processing
You must ensure that all Device holders are aware that you collect their Data, receive alerts, and use SmartCare Cloud to do these things. You warrant that you have provided all required notices and obtained all required consents or authorisations to enable the Data to be collected, transmitted, accessed and used for the purposes described in these Terms, including where applicable from guardians or lawful representatives.
Chiptech remains responsible for ensuring that Device holders are aware of the collection of Data that is from Devices and which is used in accordance with our privacy policy.
10.5 International transfers
You acknowledge that SmartCare Cloud is hosted in cloud environments and may involve cross border data storage, backup, or access. Cross border processing and transfer safeguards are addressed in the Security Overview, available in the customer Web Portal.
11. Data retention, backups and transfer
11.1 Retention
Unless otherwise agreed in writing, and in addition to and notwithstanding the data retention provisions of the Security Overview (available in the customer Web Portal), , Chiptech will retain:
- the Data for 12 months from the date of creation; and
- account, configuration and audit log data in relation to your Account for 90 days from the date of creation.
11.2 Backups
Chiptech uses cloud backup and redundancy mechanisms to support service continuity and recovery. Unless otherwise agreed in writing, backup data is retained on a rolling basis for 12 months.
Data may continue to exist in backups until backup rotation occurs.
11.3 Data Transfers
SmartCare Cloud allows Devices to be transferred from the management of one organisation to another organisation. You acknowledge that if you approve a Device transfer then, while no historical data will be transferred to the organisation taking over management of the Device, you may also cease to have access to any Data concerning that Device, and that such Data will be deleted. You also acknowledge that when a Device is transferred to you, no historical Data concerning that Device will be transferred to you.
11.4 Customer responsibility for retrieval
You are responsible for retrieving, exporting, or recording any information you require from SmartCare Cloud during the term of use. Chiptech does not guarantee that data will remain accessible after device transfer, the end of the retention periods, or termination of your use of SmartCare Cloud.
12. Support, maintenance, availability and SLA targets
12.1 Availability
Chiptech will use reasonable endeavours to make SmartCare Cloud available 24 hours a day, seven days a week. However, you acknowledge that SmartCare Cloud may be unavailable on occasion to permit maintenance or other development activity to take place.
12.2 Scheduled maintenance
Chiptech will endeavour to provide reasonable notice in advance of scheduled maintenance, where practicable.
12.3 Support arrangements and target service levels
Service levels, support channels, hours of coverage and escalation processes are as agreed in your supply agreement and/or service schedule, and may vary by region.
However, if no service levels have been agreed in writing, Chiptech will use reasonable endeavours to meet the following business hours targets for SmartCare Cloud. These are targets, not guarantees:
Severity 1 (Critical)
SmartCare Cloud unavailable to all or most users across all of Chiptech’s customers, or a critical function materially failing with significant operational impact across all of Chiptech’s customers, or a confirmed security incident impacting SmartCare Cloud.
Target response: within 1 business hour
Target workaround or service restoration: within 4 business hours where practicable
Target resolution: within 2 to 5 business days where practicable
Severity 2 (High)
Major degradation or key function impaired for a subset of users, limited workaround, material impact on operations.
Target response: within 4 business hours
Target workaround: within 1 business day where practicable
Target resolution: within 5 to 10 business days where practicable
Severity 3 (Medium)
Defect affecting non–core functionality or limited users, workaround available.
Target response: within 1 business day
Target resolution: within 10 to 20 business days or next scheduled release where practicable
Severity 4 (Low)
Minor defects, cosmetic issues, user guidance, enhancement requests, and any other incident not covered by another severity classification.
Target response: within 2 business days
Target resolution: best endeavours, prioritised with roadmap planning.
Chiptech may classify severity acting reasonably, taking into account user impact, operational impact, security implications and availability of workarounds.
Please note: Severity classification and target resolution timeframes assume third party infrastructure and services are operating normally.
13. Disclaimers
SmartCare Cloud is provided on an “as available” basis for use at your own risk.
Chiptech does not warrant that SmartCare Cloud will always be available, that access will be uninterrupted or error free, or that there will be no loss of Data. To the maximum extent permitted by law, we exclude all warranties that may be implied into these Terms by statute or otherwise.
Chiptech is not responsible for:
- the consequences of anything you do using SmartCare Cloud, including:
i. changes that you make to Devices using SmartCare Cloud, including changes that mean the Devices no longer comply with applicable laws or industry standards;
ii. any unauthorised access to or use of the Data arising from your sharing of the Data; or - unavailability caused by Internet failures, third party infrastructure or service failures, GPS limitations, cellular limitations, or device constraints, including interference and coverage limits.
14. Limitation of liability
To the maximum extent permitted by law, Chiptech, its officers, employees, contractors, agents, or suppliers will not be liable for indirect or consequential loss or damage (including loss or damage that arises as a secondary effect to any direct loss or damage), or any exemplary, incidental, special or punitive damages, or any loss of profits, loss of revenue, loss of savings, loss of business opportunity, or other economic loss or for any loss of data or business interruption, arising under or in connection with these Terms.
To the maximum extent permitted by law:
- If fees are paid by you for access to SmartCare Cloud, Chiptech’s total aggregate liability under or in connection with these Terms is limited to the total fees paid by you in accordance with the Terms of Trade for access to SmartCare Cloud in the 12 months preceding the event giving rise to the claim;
- If no fees are paid by you for access to SmartCare Cloud, then, any liability we have to you that is not able to be excluded shall be limited to NZ$1 in total.
- If some, but not all, functionality of SmartCare Cloud is charged for by Chiptech, then Chiptech’s total aggregate liability under or in connection with these Terms in respect of the chargeable functionality is limited to the total fees paid by you in accordance with the Terms of Trade for that chargeable functionality in the 12 months preceding the event giving rise to the claim, and any other liability we have to you that is not able to be excluded shall be limited to NZ$1 in total.
To the maximum extent permitted by law, Chiptech, its officers, employees, contractors, agents, or suppliers will not be liable to you, under any circumstances, for any claim, action, damage, loss, liability, cost, charge, expense, outgoing or payment incurred or suffered by a Permitted Entity in connection with the Permitted Entity’s use of SmartCare Cloud.
These exclusions and limitations apply regardless of whether such liability arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise.
Any other limitations or exclusions set out in the Terms of Trade will apply to Chiptech’s liability under or in connection with these Terms.
Nothing in these Terms limits or excludes liability to the extent it cannot be excluded under applicable law, including liability for fraud or fraudulent misrepresentation and, where applicable, death or personal injury caused by negligence.
15. Suspension and termination
15.1 Suspension
Chiptech may suspend your access to SmartCare Cloud if you (including, to avoid doubt, a Permitted Entity) are in default of these Terms (Default) or if suspension is reasonably necessary to protect SmartCare Cloud or the Data. Access may be suspended in respect of a Company User or all Company Users.
15.2 Notice to remedy
If Chiptech gives written notice of a Default, you must remedy the Default within ten working days of the notice.
15.3 Termination for Default
If you fail to remedy a Default within ten working days after notice, Chiptech may terminate your access to SmartCare Cloud and all Accounts immediately by written notice.
15.4 Termination for convenience
You may terminate your Accounts by giving one month written notice, provided that a Permitted Entity may only terminate the Accounts of that Permitted Entity.
Chiptech may terminate your access to SmartCare Cloud and all Accounts on six months written notice if it decides to cease providing SmartCare Cloud to its customers generally.
15.5 Effect of termination
On termination you must immediately cease using SmartCare Cloud.
You acknowledge that termination of your access to SmartCare Cloud removes the ability to update Devices over the Internet.
Chiptech may, at its discretion, provide reasonable transition assistance at agreed rates.
16. Confidentiality
For the purposes of the Terms of Trade, each party may use the other party’s Confidential Information (as defined in the Terms of Trade) relevant to these Terms to perform obligations or exercise rights under these Terms.
Unless you or Chiptech (as the case may be) has the prior written consent of the other, or unless required to do so by law, both parties will preserve the confidentiality of, and take all practical steps to protect, all Confidential Information of the other obtained in connection with the use or provision of the SmartCare® Cloud. Neither party will, without the prior written consent of the other party, disclose or make available any Confidential Information of the other party to any person, or use the same for its own benefit, unless expressly provided by these Terms.
The obligations set out in this clause 5 will survive termination of these Terms.
17. Indemnity
You indemnify Chiptech against all claims made against it by a third party, and all losses, damages, costs and expenses incurred or suffered by Chiptech that arise from:
- breach of these Terms by you (including any Permitted Entity);
- misuse of SmartCare Cloud by your personnel (including those of any Permitted Entity); and
- your (including a Permitted Entity’s) failure to comply with applicable laws in relation to your or that Permitted Entity’s use of SmartCare Cloud and the Data and end user notices and consents or authorisations.
18. General
Entire agreement: These Terms and our Terms of Trade form the agreement for use of SmartCare Cloud. If there is any conflict between these Terms and our Terms of Trade, these Terms prevail.
Assignment: You may not assign or transfer any of your rights or obligations under these Terms without Chiptech’s prior written consent.
Force majeure: Neither party is liable for a failure to perform its obligation due to events beyond its reasonable control, including without limitation, act of God, strike, lockout, work stoppage or other labour hindrance, confiscation or expropriation, embargo, blockade, insurrections, public mains electrical supply failure, software failure, supply chain failure, fire, flood, storm, explosion, nuclear accident, sabotage, revolution, riot, act of war whether declared or not, warlike operations, requirement or restriction of governmental authorities, order of the court, earthquake, slide, epidemic, and quarantine restriction.
Severability: If any provision of these Terms becomes invalid or unenforceable that provision shall be replaced with a provision that is valid and enforceable that has as near as possible the same commercial effect as the invalid or unenforceable provision, provided that if no valid and enforceable provision could replace it then the invalid or unenforceable provision will be severed from the remaining Terms and the remaining Terms will continue in full force and effect.
Waiver: Failure by a party to enforce at any time any one or more of the terms or conditions of these Terms is not a waiver of that party’s right to subsequently enforce at any time any one or more of the terms or conditions of these Terms.
Governing law: New Zealand law applies to these Terms and the courts of New Zealand have non-exclusive jurisdiction to resolve any disputes in connection with these Terms and your use of SmartCare Cloud. You submit to the jurisdiction of the courts of New Zealand.