IT IS AGREED:
A. These Terms of Use explain Nomos One’s obligations as a service provider and the Client’s obligations as a customer, in relation to the Nomos One contract management and lease accounting tool.
B. This Terms of Use is binding and applies to the Client from the earlier of the date the Client executes a Subscription and Services Agreement or the date the Client first has access to the System. They govern the Client’s use of the System for as long as the Client maintains access to the System.
C. By registering for a Subscription, the Client acknowledges and represents that the Client has read and understood this Terms of Use and has the authority to act on behalf of any person for whom the Client is using the System. If the Client uses the System on behalf of any Entity, the Client is deemed to have agreed to this Terms of Use on behalf of that Entity.
D. This Terms of Use was last updated on and is effective from 1st September 2025.
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions: Unless the context requires otherwise, capitalised words shall have these meanings:
Additional Service means an additional service provided, or to be provided, by Nomos One under a Subscription and Services Agreement, or under a separate written contract between the Client and Nomos One, including:
(a) Development Services, being the creation of a custom feature in the System;
(b) Onboarding Services, being the migration and loading of Client Data onto the System; and
(c) Managed Services, being an extra administrative service in relation to maintaining the Client’s portfolio.
Agreement means any lease, sublease, licence, franchise agreement, easement, contract or other arrangement entered into the System, including any agreement which may be expired, surrendered, terminated or inactive within the System.
API means Nomos One’s Application Programming Interface, including API Access Credentials that exist in the System and enable integration between the System and external applications.
API Access Credentials means any mechanism used to obtain controlled access to the System, whether temporary or perpetual.
Authorised Person means a director, employee or agent of the Client, who, based upon their position within the Client’s organisation or relationship with the Client is assumed by Nomos One to have authority to bind the Client in relation to the Client’s Contract with Nomos One.
Business Day means any day other than a Saturday, a Sunday or a public holiday within New Zealand, between the hours of 8.30 am and 5 pm NZT.
Client means the Client named in the Subscription and Services Agreement.
Client Data means any data, content, and information (including Personal Information):
(a) inputted by the Client or a User, or with the Client’s authority into the System or Website and stored by the System including Agreements; or
(b) processed through any API integrations internal to the System.
For clarity, Client Data does not include any data that has been anonymised.
Commencement has the meaning provided in the Subscription and Services Agreement.
Confidential Information means all information of a confidential nature directly or indirectly made available or exchanged between the parties to the Contract, whether in paper form, electronically or orally, including through use of the System, including any Personal Information provided or received, the terms of the Contract, a party’s business information, employee, contractor and customer affairs and, in the case of the Client, all Client Data. However, Confidential Information does not include any information which is, or becomes, publicly available without breach of the obligations under the Contract, is Approved Information as defined in clause 9.5, or which a party can prove it independently created or acquired.
Contract means the contract between the Client and Nomos One, comprising this Terms of Use and any Subscription and Services Agreement between the Client and Nomos One (including any additional terms included via website link in a Subscription and Services Agreement), any other terms and policies referred to in clause 17.2, and any notice sent by Nomos One or condition posted on the Website referred to under clause 5.1.
CPI means the New Zealand consumer price index (All Groups) (a measure of domestic inflation) published by Statistics New Zealand (or any successor government agency, and any revised, replacement or substituted index).
Entity means any company or corporation, trust, limited partnership, partnership or firm, agency of any government or authority, public, territorial or regional authority, or other incorporated or unincorporated body of persons.
Fee means any amount payable by the Client under the Contract, including any Subscription Fee, onboarding fee and other amounts under a Subscription and Services Agreement.
Insolvency Event in relation to a party means:
(a) it is, becomes, or is deemed to be insolvent or bankrupt;
(b) it makes an assignment for the benefit of, or enters into, or makes any arrangement or composition with, its creditors;
(c) it goes into receivership or has a receiver, trustee and manager (or any of them) (including a statutory manager) appointed in respect of all or any of its property; or
(d) any resolution is passed, or any proceeding is commenced, for its winding up or liquidation (other than for the purposes of a solvent reconstruction).
Intellectual Property Right means any current and future intellectual property rights, whether registered or unregistered (including applications, and the right to apply, for any intellectual property rights), existing anywhere in the world under statute, common law or equity, including copyright, design rights, trademarks, service marks, trade names, domain names, rights in logos and get-up, patents, inventions, confidential information and know-how, all rights in computer software, design, privacy, and databases.
Nomos One means the Nomos One Entity that is listed as a party to the Subscription and Services Agreement.
Onboarding Service means the migration and loading of Client Data onto the System further described in the Subscription and Services Agreement, if applicable.
Organisation means a self-contained structure within the System which stores the Client’s leasing portfolio and Client Data.
Personal Information means any information relating to an identified or identifiable natural person, or information that could reasonably be linked, directly or indirectly, with a particular natural person, whether tangibly recorded or not.
Related Entity means any company, corporation, or other Entity that controls, is controlled by, or is under common control with, a party.
Subscription means a subscription to use the System, subject to payment of the applicable Fee, with such subscription recorded in a Subscription and Services Agreement.
Subscription and Services Agreement means a subscription and services agreement (including subscription terms) between the Client and Nomos One that refers to, and is to be read in accordance with, these Terms and any other specified terms within it.
Subscription Fee means the fee payable by the Client for the Subscription, as set out in the applicable Subscription and Services Agreement, as adjusted under clause 6.8, 7.7 and/or clause 14.1.
Support means the assistance provided by the Nomos One Support Service, further described in the Subscription and Services Agreement.
SSO means Nomos One’s Single Sign-On functionality which, if enabled (subject to the terms of the Contract), allows the Client to access the System using their organisation’s identity provider, implemented via the SAML 2.0 protocol.
System means the Nomos One contract management and lease accounting tool (as updated from time to time in accordance with the Subscription and Services Agreement) provided under the Client’s Subscription.
Term means exercised Contract term dates, including both a start and end date, as defined and agreed in the Subscription and Services Agreement. For clarity:
(a) this may include an initial or subsequently exercised set of term dates in the Subscription and Services Agreement; and
(b) the Subscription and Services Agreement or any variation to it will outline how a subsequent set of term dates is exercised or renews the existing Subscription and Services Agreement.
User means each employee, agent, professional advisor, or contractor of the Client (or a Related Entity of the Client) who is registered to use the System from time to time.
Website means the Internet site at the domain www.nomosone.com, or any alternative site operated by Nomos One, as notified to the Client from time to time.
1.2 Interpretation: Unless the context requires otherwise, in the Contract:
(a) the headings in the Contract are for convenience only and have no legal effect;
(b) the singular includes the plural and vice versa;
(c) “including”, “such as” and similar words do not imply any limit;
(d) words denoting any gender include all genders; and
(e) monetary references refer to the currency that is listed in the Client’s Subscription and Services Agreement.
1.3 Precedence: If there is any conflict between the terms of the Contract, the following order of precedence will apply:
(a) any variation to the Contract agreed in writing;
(b) the terms of the Subscription and Services Agreement;
(c) this Terms of Use; and
(d) other terms and policies referred to in clause 17.2.
2. REGISTRATION FOR THE SYSTEM
2.1 Process for Client registration: To request or renew registration to use the System the Client must provide Nomos One with:
(a) a duly executed copy of a Subscription and Services Agreement in the then-current form approved by Nomos One;
(b) the Client’s email address;
(c) the Client’s billing details; and
(d) other information requested by Nomos One, which may include the Client’s legal name, physical address and phone number.
2.2 Confirmation of Client registration: Following Nomos One’s receipt and approval of all required information, Nomos One will return a duly executed copy of a Subscription and Services Agreement to the Client and confirm Commencement of the Client’s Subscription using one of the Client’s email addresses provided.
2.3 Consents: The Client consents to:
(a) receive emails and newsletters from Nomos One about updates, downtime, security requirements or incidents, provision of services, other information about the System and the Website and any notices required to be sent for legal purposes;
(b) receive emails and newsletters from Nomos One with the latest news, industry updates, information about additional products, resources and events, which can be unsubscribed from;
(c) provide access to a user maintained by Nomos One to all of the Client’s Organisations in the System to enable Nomos One to provide Support (at the Client’s request) and to allow for accurate billing; and
(d) being contacted about their experience of Nomos One, the quality of the product and the service received.
2.4 User consent: The Client will ensure all Users consent to receiving all notifications outlined in clause 2.3 (a). The Client acknowledges that if a User does not consent to receiving these emails, Nomos One may not be able to provide or continue to provide that User with access to the System.
2.5 User management by Client administrators: The System enables the Client to appoint administrators who can register individuals as Users who will be entitled to access and use the System through the Client’s Subscription. Those administrators are responsible, on behalf of the Client, for:
(a) creating, maintaining, and deleting the User accounts; and
(b) obtaining necessary consents from those individuals for their Personal Information to be associated with their User account.
3. AUTHORISED PERSON
3.1 Authorised Person: Where an Authorised Person registers for the System on behalf of the Client, or elects to renew, modify or terminate the Contract on behalf of the Client, that person warrants, undertakes, and represents that they have authority from the Client to agree to the Contract on behalf of the Client and to access information and give instructions on the Client’s behalf in relation to the Contract.
3.2 Bound to performance: By registering to use the System on behalf of the Client, an Authorised Person binds the Client to the performance of any and all obligations (including payment obligations) of the Client under the Contract.
3.3 Instructions received: Nomos One may rely upon and act in accordance with any instructions received from an Authorised Person, as if they had been made by the Client and without checking the authority of an Authorised Person.
4. USE OF THE SYSTEM
4.1 Grant of access: Nomos One grants the Client the right to access and use the System via the Website in accordance with the Client’s Subscription and these Terms of Use. This right of use is non-exclusive, subject to the Contract.
4.2 Supported browser: The Client is permitted to access and use the System via the supported web browser, being the current version of Google Chrome. Nomos One expressly limits its liability in relation to the performance of the System if the Client does not use the supported web browser.
4.3 New Organisation: The Client cannot create new Organisations within the System. To create a new Organisation, the Client must contact Nomos One, who will create a new Organisation within the System on the Client’s behalf.
4.4 Client requests: Nomos One has the right to action any request from a User in relation to Client Data within the System. Nomos One may rely upon and act in accordance with any instructions received from a User in relation to Client Data as if they had been made by the Client and without checking the authority of the User, unless:
(a) the User is requesting that they be provided administrative privileges within an Organisation;
(b) a read-only User is requesting that they be provided the ability to modify Agreements within an Organisation; or
(c) an Authorised Person has provided Nomos One with an approval list in accordance with clause 4.5, and the User is not included in that list.
4.5 Approval list: An Authorised Person can provide Nomos One with an exclusive list of Users whose instructions Nomos One may rely upon and act in accordance with.
4.6 Provision of access: If Nomos One receives a request from any of the Client’s agents or employees to create a User within the System and be provided access to the Client’s Organisations to view and modify Client Data, the Client acknowledges and agrees that Nomos One reserves the right to action this request without checking the authority of the employee or agent. For the purposes of this clause, the Client’s agents or employees are defined as any individual with an email domain bearing the Client’s name or who is known to Nomos One to be acting as the Client’s agent. If an Authorised Person has provided Nomos One with an approval list in accordance with clause 4.5, no access will be provided to an employee or agent unless they are included in that list.
5. THE CLIENT’S OBLIGATIONS
5.1 Internal business use only: The Client must only use the System and Website for the lawful internal business purposes of the Client, a Related Entity of the Client or a customer of the Client and only in accordance with the Contract and any notice sent by Nomos One or condition posted on the Website. The Client must not use, nor allow any person (including any User) to use, the System and Website for any other purposes.
5.2 Users: The Client agrees that:
(a) the Client is responsible for determining who can be a User and what level of access to the System each User has. The Client must ensure that each User account is allocated to and used by only one person at any time;
(b) the Client is responsible for all Users’ use of the System. Nomos One has no responsibility or liability for the actions of any User but is responsible for ensuring Nomos One’s own personnel act in accordance with the Contract; and
(c) Nomos One will not be a party to any dispute between a Client and a User for any reason.
5.3 Usernames and passwords: The Client must ensure that all usernames and passwords required to access the System are kept secure and confidential (including ensuring that no Users share their own username or password with any other User or person). The Client must ensure that all Users select their passwords using strong password criteria. The Client must immediately notify Nomos One of any unauthorised use of their password (or any of the Client’s Users’ passwords), the System or the Website, or any other breach of security, and the Client must take all actions that Nomos One reasonably deems necessary.
5.4 Access conditions: When accessing and using the System or the Website, the Client must:
(a) not attempt to undermine the security or integrity of Nomos One’s System, computing systems or networks or, where the System is hosted by a third-party, that third-party’s computing systems and networks;
(b) not use, or misuse, the System in any way which may impair the functionality of the System or Website, or other systems used to deliver the System, or impair the ability of any other User to use the System or Website;
(c) not attempt to gain unauthorised access to any materials other than those to which the Client has been given express permission to access or to access the computer system on which the System is hosted;
(d) not transmit, or input into the Website, any files that may damage any other person’s computing devices or software, content that may be offensive, or material or Client Data in violation of any law or third-party’s rights;
(e) not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the System or to operate the Website except as permitted by law;
(f) ensure that no User accesses the System from more than one device at any one time;
(g) not provide access to any individual, company or Entity that is reasonably considered a competitor of Nomos One due to that individual, company or Entity offering any similar products or services to Nomos One and directly or indirectly competing with Nomos One for market share or customers; and
(h) comply with other reasonable directions of Nomos One.
6. FEES AND PAYMENT
6.1 Initial Fee: The Client must pay:
(a) any onboarding fee to Nomos One in full by the due dates specified in the Subscription and Services Agreement (or if no date is specified, by the Commencement of the Subscription); and
(b) the Client’s first month’s Subscription Fee to Nomos One in full by the Commencement of the Subscription.
6.2 Subscription Fee: The Client agrees to pay all Subscription Fees incurred during the term of its Subscription at the amount and frequency specified in its Subscription and Services Agreement, as adjusted from time to time under clause 6.8, 7.7 and/or clause 14.1.
6.3 Invoicing: The Client authorises Nomos One to invoice and receive payment from the Client in advance for the Subscription Fee on a monthly basis in accordance with the Subscription and Services Agreement. All billing is calculated on the basis of whole calendar months. Payment of each invoice is due on the 20th of each month.
6.4 Payment: The Client will pay the Subscription Fee by direct credit, direct debit, or electronic funds transfer. Nomos One may require the Client to provide alternative payment methods, such as by credit card. In supplying the Client’s bank account details to Nomos One’s payment service, the Client authorises Nomos One to invoice and the payment service provider to process payment of the Client’s Subscription Fee and any other outstanding amounts (as applicable) as they become due. The Client agrees to pay all Fees and currency charges incurred or associated with completing payments so that Nomos One receives the full amount invoiced.
6.5 Interest: The Client must pay interest on any overdue amounts, at a rate equivalent to the overdraft rates of the monthly business interest rate of the Reserve Bank of New Zealand.
6.6 Alternative method: If the Client’s payment by one payment method fails, the Client acknowledges that Nomos One is authorised by the Client to take payment from the alternative payment method the Client has provided.
6.7 Taxes: The Fees are exclusive of all applicable taxes, duties, and levies (“Taxes”). The Client agrees to pay all applicable Taxes at the relevant rate, upon invoice, in addition to the Fees, whether such applicable Taxes are invoiced at the same time as the Fees or subsequently.
6.8 Adjustment: Where Nomos One agrees to add an Additional Service, other new service or functionality to the Client’s Subscription as requested by the Client, or functionality as an Add-on (with reference to clause 7.7), Nomos One will agree with the Client any additional costs payable by the Client for those requested services, functionality or Add-ons. Those agreed additional costs will either be invoiced and payable by the Client as a one-off amount or added to the Client’s Subscription Fee on an ongoing basis.
7. UPTIME, SUPPORT AND SYSTEM ADD-ONS
7.1 Uptime: The System is managed to have an uptime target of 99.5%, excluding planned outages.
7.2 Planned outages: The System may be changed or updated from time to time by Nomos One. If for any reason Nomos One has to interrupt the System for longer periods than Nomos One usually anticipates, meaning an interruption of over one hour, Nomos One will use all reasonable endeavours to publish in advance details of such activity by email or on the Website.
7.3 Unplanned outages: The System may, from time to time, experience technical issues which prevent the Client from being able to reliably access the System. In these circumstances, Nomos One will inform the Client of this outage within a reasonable timeframe following the identification of the outage by Nomos One. Nomos One will undertake all reasonable endeavours to keep the Client notified of any work being undertaken to resolve the issue during the outage period. Notice will also be provided to the Client following the resolution of this outage.
7.4 Technical problems: Subject to clause 7.12 (d), in the case of technical problems the Client should make all reasonable efforts to investigate and diagnose problems before contacting Nomos One. If the Client still needs technical help, please check the Support provided online by Nomos One or contact the helpdesk using one of the methods specified at Nomos One’s contact page, which is currently hosted at https://www.nomosone.com/contact-us/, which could be subject to change.
7.5 Minor technical problem: Where the technical fault only has a minor effect on the function of the System or there is a viable workaround, or where the fault is a cosmetic fault, Nomos One may elect to fix such fault by way of an update when available.
7.6 System changes: Nomos One reserves the right to add, modify or remove any part or parts of the System at any time, so long as the integrity and purpose of the System remains the same and enables the Client to continue to use the System for the purposes outlined in the Contract.
7.7 System add-ons: Subject to clause 7.6, Nomos One has existing features and may introduce new features to the System that are separate add-ons to the System (which can be toggled on or off) (“Add-on”). Where the Client wishes to have an Add-on enabled, Nomos One may charge the Client either one or both of the following Fees:
(a) A one-off Fee to enable that Add-on.
(b) Recurring Fees added to the Client’s Subscription Fee to use that Add-on.
7.8 Enabling SSO: Subject to agreement between the parties and clauses 7.9 and 7.10 of these Terms of Use, the Client may use Nomos One’s SSO functionality to enable authentication through their own third-party SAML 2.0 single sign on provider to allow their Users to access the System.
7.9 SSO acknowledgements: The Client acknowledges and accepts the following in relation to the SSO:
(a) the SSO will only function with SAML 2.0 third-party providers;
(b) the SSO is solely for authentication purposes;
(c) the SSO will be enabled by Nomos One within a reasonable timeframe after the Client has provided any required information Nomos One requests in order to enable the SSO; and
(d) it is the Client’s responsibility to maintain all external capabilities (including with any third-party providers as applicable) that are required to make the SSO function.
7.10 External disruptions to SSO: Nomos One carries no responsibility, nor liability for any failure of or disruption to, the SSO caused by:
(a) any of the Client’s third-party authenticator providers; or
(b) the Client,
to the extent to which any failure or disruption is caused by the Client or any of the Client’s third-party authenticator providers.
7.11 Enabling API: Subject to clauses 7.12 and 7.13 of these Terms of Use, the Client may use Nomos One’s API to reference Client Data for use in third-party applications.
7.12 API obligations: When accessing and using the API, API Access Credentials or any credentials the Client and its Users must:
(a) not develop applications to be used in relation to the API or System that excessively burden the API or System, or distribute spyware, adware or other commonly objectionable programs into the System or API;
(b) not develop an application to be used in relation to the API or System with the purpose of migrating Nomos One’s customers away from the System;
(c) ensure that API Access Credentials or other authentication credentials are kept secure and are not shared with any other person. Only Users may access the API using their assigned credentials; and
(d) promptly notify Nomos One of any technical issues, known or suspected security vulnerability, breaches or unauthorised access of the API.
7.13 API acknowledgements: The Client acknowledges and accepts the following in relation to the API:
(a) When the Client or any of its Users use the API, the Client is choosing to use Client Data outside of the System and may determine how they use and where they use Client Data outside of the System. In relation to the Client’s (and its agents’) use of the API, Nomos One accepts no liability nor responsibility for any use, loss, corruption or misuse of Client Data outside of the System.
(b) Nomos One reserves the right to reasonably limit the use of the API.
(c) Nomos One will not be liable for any loss of Client Data caused by the Client or its Users, or by a third-party application.
(d) Nomos One may collect relevant usage information on use of the API by the Client for the purposes of:
(i) securing the integrity of the System;
(ii) providing services in relation to the Contract;
(iii) to further develop the product; and
(iv) for any other reasonable purposes that Nomos One may have.
(e) The Client agrees to cooperate with Nomos One in implementing any necessary adjustments to ensure continued access to the API while maintaining System integrity and security. For these purposes, Nomos One reserves the right to implement rate limiting mechanisms to manage the volume of API requests to the System. Rate limits may be set at Nomos One’s absolute discretion.
(f) The Client agrees to comply with any rate limits imposed by Nomos One and acknowledges that exceeding these limits may result in throttling or rejection of API requests.
Nomos One reserves the right to adjust rate limits at any time, with or without prior notice to ensure overall system and service performance and security. Nomos One will make reasonable efforts to communicate any changes to rate limits in advance and provide the Client with the opportunity to adjust their usage accordingly.
8. WARRANTIES AND ACKNOWLEDGEMENTS
8.1 Acknowledgements: The Client acknowledges and agrees that:
(a) the Client is responsible for authorising any person who is given access to information or Client Data, and the Client agrees that Nomos One has no obligation to provide any person access to such information or Client Data without the Client’s authorisation and may refer any requests for information to the Client to address;
(b) the Client may not access the System or Website on behalf of another Entity except when acting on behalf of a Related Entity or where they are an approved agent for an Entity;
(c) Nomos One is not the Client’s accountant and use of the System does not constitute the receipt of accounting, financial or tax advice;
(d) Nomos One is not the Client’s lawyer and use of the System does not constitute the receipt of legal advice;
(e) the Client remains solely responsible for complying with all applicable accounting, tax and other laws. It is the Client’s responsibility to check that storage of and access to Client Data via the System and the Website will comply with laws applicable to the Client (including any laws requiring the Client to retain records); and
(f) it is the Client’s sole responsibility to determine that the System meets the needs of the Client’s business and is suitable for the purposes for which it is used.
8.2 Warranties: Nomos One warrants that the System will substantially conform with the functionality described on its website and be generally accessible over the Internet. The provision of, access to, and use of, the System is otherwise on an “as is” basis and at the Client’s own risk. All implied conditions or warranties are excluded to the extent permitted by law, including warranties of merchantability, fitness for purpose, title, and non-infringement. Nomos One does not warrant that the use of the System will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the System (including public telephone services, computer networks and the Internet) can be unpredictable and may from time to time interfere with or prevent access to the System. Nomos One is in no way responsible for any such interference or prevention of the Client’s access or use of the System.
8.3 Third-party services and libraries: The Client acknowledges that Nomos One incorporates third-party services and libraries to enhance certain functionalities within the System. While these are carefully selected for reliability, Nomos One does not control, warrant, or guarantee their ongoing performance or availability. If a third-party service is discontinued, altered, or impacted by external factors, Nomos One will take reasonable steps to minimise disruption but cannot guarantee a like-for-like replacement.
8.4 Client-specific customisations: Where Nomos One has implemented custom functionalities at the Client’s request, the Client acknowledges that such customisations may not be compatible with future updates to the System, third-party integrations, web browsers or infrastructure changes. Nomos One does not guarantee ongoing support or maintenance of customisations unless otherwise agreed, and where modifications are required after a system update, additional charges may apply in accordance with clause 6.8.
8.5 Representation: The Client represents and undertakes that it is authorised to use and access the information and Client Data that it inputs into the Website and System, including any information or Client Data input into the System by any person the Client has authorised to use the System.
9. CONFIDENTIALITY AND PRIVACY
9.1 Confidentiality: Each party shall keep the other party’s Confidential Information confidential and secure and not use or disclose, or permit the Confidential Information to be used or disclosed, without the other party’s consent. It will not be a breach of this clause for a party to use or disclose the other party’s Confidential Information to the extent required to be disclosed by law, to perform its obligations under the Contract, or to a professional adviser in order to obtain advice in relation to matters arising in connection with this Contract, provided that the disclosing party ensures the adviser complies with the confidentiality obligations in this clause.
9.2 Privacy: Nomos One maintains a privacy policy at www.nomosone.com (which is currently located at www.nomosone.com/privacy-policy/) that may be amended from time to time, and that sets out the parties’ obligations and individuals’ rights in respect of the collection, use, and disclosure of Personal Information.
9.3 Obligations under law: All parties and Users of the System must comply with all applicable privacy and data protection laws.
9.4 Role as processor: Where Nomos One processes Personal Information in accordance with Client instructions (including instructions conveyed through an administrator’s actions), the Client acknowledges and accepts that they:
(a) have all legally required consents to provide such instructions in regard to that Personal Information, observing the rights of data subjects; and
(b) if required will enter into agreements regarding treatment of Personal Information as requested by Nomos One.
9.5 Right to share Client relationship: Unless the Client provides written notice to marketing@nomosone.com on behalf of Nomos One withdrawing its consent, Nomos One may share that the Client is a customer of Nomos One and use the Client’s name and logo (“Approved Information”) on any page of its Website.
9.6 Conditions applying to ‘Right to share Client relationship’: The following conditions apply to clause 9.5:
(a) If Nomos One uses the Client’s logo, its use will be in compliance with the Client’s brand guidelines.
(b) If the Client withdraws its consent in accordance with clause 9.5, Nomos One will remove the Client’s name and logo from the Website within 14 days of the Client providing its written withdrawal of consent.
(c) For clarity, until notice is provided in accordance with clause 9.5 and Nomos One has organised removal per clause 9.6 (b), the Approved Information is not considered Confidential Information. Nomos One will not draw attention to the Approved Information during the period specified at clause 9.6 (b).
10. CLIENT DATA
10.1 Security: Nomos One is committed to maintaining the security of Client Data. Nomos One will implement and maintain reasonable and robust safeguards and administrative, physical, and technical measures in the System that are designed to:
(a) protect the security and integrity of Client Data;
(b) ensure a level of security appropriate to the risk of accidental or unlawful destruction, loss or alteration of Client Data; and
(c) guard against unauthorised access, use, loss or disclosure of Client Data.
10.2 Change of security measures: The Client acknowledges that Nomos One security measures may be updated or modified from time to time, provided that such modifications do not materially reduce the security or integrity of the Client Data. The Client agrees to cooperate with any such updates or modifications as reasonably requested by Nomos One.
10.3 Backup: Nomos One adheres to policies and procedures intended to prevent data loss, including creating periodic back-ups of Client Data, but Nomos One does not make any guarantees that there will be no loss or corruption of Client Data.
10.4 Business continuity: Nomos One maintains a comprehensive disaster recovery and business continuity strategy to ensure platform resilience. While Nomos One takes all reasonable steps to ensure data availability, the Client is responsible for assessing their own business continuity needs and may choose to maintain independent backups of their Client Data. Upon request, Nomos One may provide periodic extracts of Client Data to facilitate such practices, subject to reasonable limitations and any applicable Fees.
10.5 Data security and protection framework: Nomos One applies a data security and data protection control framework (“the Framework”) that is audited by an independent third-party firm annually. The following controls are part of the Framework:
(a) data backup monitoring and audits;
(b) recoverability of data testing (disaster recovery);
(c) data protection;
(d) data security; and
(e) AWS data security.
10.6 Change of Framework: The Framework and all controls that may comprise the Framework may be subject to change as deemed necessary by Nomos One to:
(a) further enhance the Framework;
(b) facilitate change of suppliers; and
(c) for any other reasonable purpose as required by Nomos One.
10.7 Penetration testing: Nomos One conducts independent third-party penetration testing on an annual basis, with a summary report available to customers upon request. Clients may not conduct or commission their own penetration tests, vulnerability scans, or other security assessments on Nomos One’s systems, infrastructure, or services without prior written approval. Unauthorised security testing may result in service disruptions and potential violation of security policies.
10.8 Artificial Intelligence in the System: Nomos One’s use of artificial intelligence software, tools, or technologies, including, natural language processing, deep learning algorithms, or machine learning models (“AI”) in connection to Client Data and the System is restricted solely to the following uses:
(a) Use of anonymised Client Data as input into a private AI model accessible only by Nomos One in order to create and train AI based features intended solely for customer use in the System.
(b) Use of Client Data as input context for an AI model that is private and accessible only to the Client, in order to provide functionality to the Client within the System (“Client AI Model”). For clarity, no Client Data will be used as context or be accessible by any other customers of Nomos One as part of this use, nor will Client Data be used to train or improve the Client AI Model.
10.9 Personal Information and Artificial Intelligence: In relation to processing of Personal Information in the System:
(a) Personal Information will not be processed by Nomos One in accordance with clause 10.8 (a) as all such data thereunder will be anonymised disabling any ability to relate, or directly or indirectly link any information with a natural person, rendering it no longer Personal Information; and
(b) Personal Information will be processed by Nomos One in accordance with clause 10.8 (b) to enable the Client AI Model to function at the Client’s request.
10.10 Availability of AI Tool: For clarity, the inclusion of clauses 10.8 and 10.9 in this Contract do not purport that Nomos One does or will have a Client AI Model, or other applicable AI tool (“AI Tool”) available to the Client at any time during the Contract.
10.11 AI Tool exclusions: If Nomos One does make an AI Tool available to the Client during the Contract, Nomos One does not warrant, nor guarantee the efficiency, accuracy or relevance of the AI Tool for the Client.
10.12 Use of anonymised data: At any time, Nomos One may use Client Data to create an anonymised data set (rendering it no longer, Client Data) to:
(a) use for the purposes of testing, user analytics and to improve its products and services; or
(b) offer new products and services which Nomos One may charge third-parties for.
10.13 Personnel access: In addition to the rights contained within clause 2.3 (c), at any time, Nomos One may add any of its personnel as a User to any Organisation as is required to provide an Onboarding Service or for troubleshooting purposes, which may be required as part of general incident management, or in response to a request from the Client.
10.14 Changes to data: In any instance relating to actions taken in accordance with clauses 10.12 or 10.13, Nomos One warrants that no Client Data or Organisations will be altered unless where requested by the Client in accordance with Support, the Onboarding Service or any other service.
10.15 After termination: Following the expiry or termination of the Client’s Subscription, the following shall apply:
(a) Nomos One will delete all Client Data, save for Client Data or any Confidential Information required to be retained for a legal or regulatory purpose; or for a reasonable administrative purpose (such as billing and auditing requirements) or for the purpose of analysis (in an aggregated or anonymised format);
(b) once Client Data is deleted it cannot be recovered;
(c) Nomos One carries no liability for deleted Client Data; and
(d) the Client may request a copy of Client Data stored in the System, which Nomos One will provide in a standard format reasonably selected by Nomos One. This request must be made within 10 Business Days of the expiry or termination and may take up to 30 days to process.
11. INTELLECTUAL PROPERTY
11.1 Existing Intellectual Property Rights: Except as expressly set out in the Contract, nothing in the Contract will confer upon a party any rights, interest or title in the other party’s Intellectual Property (including any modification to such Intellectual Property) existing at the date of the Contract or which is developed independently of the other party’s Intellectual Property.
11.2 Nomos One’s Intellectual Property Rights: The Client acknowledges and agrees that any and all Intellectual Property Rights in and to the System, including any Intellectual Property Rights developed under or in relation to the Contract, are held or owned by Nomos One or its licensors.
11.3 Client Data: Nothing in the Contract transfers ownership of Client Data. Nomos One has no Intellectual Property Rights in Client Data, except as provided in the Contract. The Client grants Nomos One an irrevocable, royalty-free, sub-licensable licence to use, copy, transmit, store, analyse, anonymise and back-up Client Data for the purpose of, or relating to, providing the System or performing the Contract.
11.4 Infringement: The Client must promptly inform Nomos One if it becomes aware of any actual, suspected, alleged, or threatened breach of the System or of Nomos One’s Intellectual Property Rights in relation to the System.
12. LIABILITY
12.1 Authorised Person: Nomos One is not liable in respect of any act or omission of Nomos One in reliance on any notice or instructions given by any Authorised Person or User.
12.2 NZ Consumer Law: If the Client is a New Zealand business, it agrees and represents the Consumer Guarantees Act 1993 and sections 9, 12A and 13 of the New Zealand Fair Trading Act 1986 do not apply to the supply of the System or the Contract, and it is fair and reasonable that the parties are bound by this Contract, including this clause.
12.3 Exclusions: In no event will either party be liable for any special, incidental, consequential or punitive loss or damage. Without limiting the foregoing exclusions, neither party has or will have liability:
(a) for any loss or corruption of information, loss or corruption of Client Data, the cost of recovering such data or information;
(b) for any loss of profits, revenue, savings, goodwill, business or anticipated business, or reputational damage;
(c) for any accounting matter, including any error or mistake relating to IFRS 16;
(d) for any payment matter; including any error or mistake relating to the generation of payments from Client Data; or
(e) arising from use of, reliance on, or inability to use or rely on, the System.
Neither party will have any liability to the other to the extent that the other party caused or contributed to such liability.
12.4 Limitation of Liability: To the maximum extent permitted by law, the maximum aggregate liability of either party is limited to the equivalent of 12 months’ Subscription Fees. This limit of liability applies in respect of any one incident, or any series of connected incidents.
13. INDEMNITY
13.1 Indemnity in relation to breach of third-party Intellectual Property Rights: Each party indemnifies (“the Indemnifier”) the other party (“the Indemnified Party”) against any third-party claims and all associated expenses, fines, losses, damages and costs (including legal costs) (“Loss”) sustained or incurred by the Indemnified Party arising out of, or related to, infringement by the Indemnifier of that third-party’s Intellectual Property Rights. A party’s liability for any Loss under this indemnity will be reduced proportionately to the extent the relevant Loss was caused or contributed to by the acts or omissions of the other party (or any of its personnel), including any failure by that other party to mitigate its loss.
14. RENEWAL AND TERMINATION
14.1 Holdover: Upon expiry of the final Term listed in the Subscription and Services Agreement, other subscription agreement, or any subsequent variations to those agreements, the Subscription will automatically renew for a holdover term of 90 days, on the same terms as the previous Subscription, with the following exceptions:
(a) the Subscription Fee will increase in accordance with the percentage change in CPI since the most recent adjustment of the Subscription Fee, or, for the first adjustment, since Commencement of the Client’s Subscription;
(b) either party may terminate the Subscription by giving at least 30 days’ written notice to the other, with the termination to take effect at the end of the calendar month; and
(c) if neither party terminates the Subscription or signs a new agreement to renew the Subscription within the holdover period, the Subscription will continue to automatically renew for 90 day terms, until a new agreement to renew the Subscription is signed or the Subscription is terminated by either party.
14.2 Termination during current Term: If the Client’s Subscription is subject to a Term, or multiple Terms, the Client’s Subscription will continue for the applicable Term or Terms unless:
(a) Nomos One terminates under clause 14.4;
(b) the Client terminates its Subscription in accordance with any applicable rights to terminate as outlined in the Subscription and Services Agreement; or
(c) the Client terminates its Subscription by giving Nomos One at least 30 days’ written notice.
If the Client terminates under clause 14.2 (b), 14.2 (c) or under clause 14.4, the Client must pay Nomos One all relevant Subscription Fees and other Fees that would have become payable up to and including the end of the current Term. The parties agree that the purpose of the payment term in this clause 14.2 is to compensate, reflecting the minimum term arrangement, and is not intended to be punitive.
14.3 Termination for convenience: If the Client’s Subscription is not subject to any Term (meaning there is no clear end date), either party may terminate the Client’s Subscription for convenience by giving written notice to the other party at least 30 days before the end of a calendar month. The Client’s Subscription will then terminate at the expiry of that calendar month. If the Client terminates the Client’s Subscription for convenience pursuant to this clause 14.3, the Client is liable to pay all relevant Subscription Fees up to and including the end of the calendar month in which the Client’s Subscription was terminated.
14.4 Termination for insolvency or breach: If a party suffers an Insolvency Event, or is in breach of any of its obligations under the Contract and that breach has not been remedied 10 Business Days after notice is given requiring the breach to be remedied, then the non-defaulting party may terminate the Contract.
14.5 Suspension for the Client’s breach: If the Client causes a breach, Nomos One may, at Nomos One’s sole discretion, immediately take any or all of the following actions for as long as the breach sustains:
(a) suspend for any definite or indefinite period of time, the Client’s use (or any of the Client’s Users’ use) of the System (in part, or in full) and the Website; or
(b) take any of the actions in subclause (a) of this clause 14.5 in respect of any or all other persons whom the Client has authorised to have access to the Client’s information or Client Data.
14.6 Suspension in relation to security breaches or concerns: In addition to its rights contained within clause 14.5, Nomos One may, at Nomos One’s sole discretion, immediately suspend for any definite or indefinite period of time, the Client’s (or any of the Client’s Users’) use of the System if their access to the System has been subject to a security breach or concern, whether the breach or concern has been caused by the Client or that User, or not. Where Nomos One ascertains such breach or concern was not caused by a suspended User, Nomos One will work to reinstate that User’s access as soon as is reasonably practicable.
15. CONSEQUENCES OF TERMINATION
15.1 General: On termination or expiry of the Client’s Subscription this Contract terminates and the Client:
(a) must immediately cease using the System;
(b) will remain liable for, and must pay within 10 Business Days, any accrued Fees and amounts which become due for payment before or after termination or expiry; and
(c) must within 10 Business Days pay all Fees and amounts referred to in clause 14.2, where that clause applies.
15.2 User accounts: If the Client’s Subscription expires or is terminated, the User accounts of all associated Users will have their access to Client Data on the System terminated.
15.3 Accrued rights: Termination or expiry of the Client’s Subscription is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination or expiry.
15.4 Survival: Clauses 1, 3, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16 and 17 survive the expiry or termination of the Client’s Subscription.
16. DISPUTE RESOLUTION
16.1 General: In any event where either party notifies the other that there is a disagreement or dispute in relation to the Contract (“Notice of Dispute”), the parties will discuss such disagreement or dispute in the spirit of goodwill, with the intention to resolve the dispute as amicably and as quickly as possible.
16.2 Mediation: At any time, if the parties agree that they are unable to resolve the dispute through discussion and negotiation, then the parties may agree to refer the dispute to mediation in the country set out in clause 17.3.
16.3 Continuing performance: Without restriction to clause 14.5, 14.6 or 16.5, the parties will continue to perform their obligations under this Contract until the dispute is resolved.
16.4 Urgent action: Nothing in this clause 16 precludes either party from taking immediate steps to seek urgent interlocutory or equitable relief.
16.5 Termination: If a resolution to a dispute is not found within 30 days following a Notice of Dispute, either party may provide written notice that the Subscription is terminated with immediate effect.
16.6 Outstanding fees: Despite an exercised early termination per clause 16.5, the Client will be required to pay all Fees owing and all Fees that would have become payable for the remainder of the current Term of the Contract. All Fees will be due by the end of that Term (“Due Date”). If all Fees owing are not paid by the Due Date, Nomos One may pursue legal, or other debt collection actions to recoup the Fees owed.
17. GENERAL
17.1 Applicability of prior contracts: Without limiting any pre-contractual discussions and representations, the execution of this Contract supersedes all prior contracts between the parties.
17.2 Additional terms and policies: Nomos One may publish additional terms and policies related to specific services such as applications for mobile devices, forums, contests or loyalty programs. The Client’s right to use such services is subject to those specific terms and policies.
17.3 Governing law and jurisdiction: If the Client is contracting with:
(a) NomosOne Limited (a limited liability company incorporated in New Zealand), the Client submits to the exclusive jurisdiction of the courts, and to the laws, of New Zealand; or
(b) Nomos One Pty Ltd (an Australian registered company), the Client submits to the non-exclusive jurisdiction of the courts, and to the laws, of New South Wales, Australia.
17.4 Changes to these Terms of Use: Nomos One may change these Terms of Use at any time. Nomos One will make all reasonable endeavours to communicate these changes to the Client via email or notification via the Website or System at least 30 days prior to the changes taking effect. The Client is responsible for reading and understanding the incoming Terms of Use. If the Client reasonably consider a material change to the Terms of Use will have a material adverse effect on the Client, then the Client may advise Nomos One of this in writing within 30 days after receiving notice of the incoming Terms of Use. In this case, Nomos One will engage in good faith discussions with the Client to address their concerns. If a mutually satisfactory resolution cannot be reached within 15 days, Nomos One may, acting reasonably, allow the Client to terminate the Client’s Subscription, with Nomos One waiving the Client’s obligation to pay future Subscription Fees under clause 14.2, effective at the end of the current billing cycle.
17.5 Rights of third parties: Nomos One has no responsibility to any person other than the Client. A person who is not a party to the Contract has no right to benefit under or to enforce any term of the Contract.
17.6 Delays: Neither party will be liable for any delay in meeting, or failure to meet, its obligations under the Contract (other than an obligation to pay money) to the extent that such delay or failure is caused by any event outside its reasonable control (including any delay or failure caused by any act or omission to the other party).
17.7 Force majeure: Neither party will be liable for a delay or failure to perform any obligation (excluding any payment obligation) caused by an event that is beyond its reasonable control (including but not limited to a pandemic, strike, lock-out, other industrial dispute (whether involving the workforce of the party or any other party), failure of a utility service, telecommunications network or service of a third-party subcontractor, malicious damage, virus, compliance with any law or governmental order, rule, regulation or direction or act of nature), provided that party takes all reasonable efforts to rectify the issue.
17.8 Electronic communications: Applicable laws require that some of the information or communications Nomos One sends to the Client should be in writing. The Client accepts that communication with Nomos One will mainly be by electronic means and agrees to this. The Client acknowledges and agrees that all contracts, invoices, notices, information and other communications that Nomos One provides to the Client electronically comply with any legal requirement that such communications be in writing.
17.9 Assignment: The Client may not assign, pledge or transfer any rights, duties or obligations in the Contract to any other person except with Nomos One’s prior written consent (not to be unreasonably withheld or delayed). A change in the Client’s effective ownership or control will be deemed to be an assignment for the purpose of this clause.
17.10 Waiver: No failure or delay by any party in exercising any right, power or privilege under the Contract will operate as a waiver. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.
17.11 Severability: If any provision of the Contract is, or becomes, unenforceable, illegal or invalid for any reason the relevant provision shall be deemed to be modified to the extent necessary to remedy such unenforceability, illegality or invalidity or if this is not possible then such provision shall be severed from the Contract, without affecting the enforceability, legality or validity of any other provision of the Contract.
17.12 Notices: The following applies to notices:
(a) all notices given by a party under the Contract must be in writing and delivered by electronic means;
(b) a notice sent by email is effective on transmission, provided that any communication received or deemed received after 5 pm or on a day which is not a Business Day is deemed not to have been received until the next Business Day;
(c) notices to Nomos One must be sent to support@nomosone.com or to any other email address notified by email to the Client by Nomos One; and
(d) Nomos One may send notices to the Client using the email address that the Client provided when requesting registration for the System. The Client expressly consents to all contract, invoices, notices, information and other communications that Nomos One provides to the Client, being sent to that email address (and any further addresses the Client advises to Nomos One).
