New Zealand Terms Supplement

1. Application; In-Trade Warranty

1.1 Application and precedence

If the Customer is located in, resident in, or acquires the Services in, New Zealand, this New Zealand Terms Supplement (the "Supplement") applies to the Customer in addition to the Terms. This Supplement modifies the Terms only for such Customers and only to the extent expressly stated in this Supplement or to the extent mandatory New Zealand law requires; everything else in the Terms and the Agreement remains in full force unchanged. Nothing in this Supplement gives any Customer outside New Zealand any additional right or remedy, and nothing in this Supplement is a representation that the Services are appropriate or available for use in any particular location. Capitalized terms not defined in this Supplement have the meanings given in the Terms.

1.2 In-trade warranty

The Customer represents and warrants that it is acquiring and using the Services wholly or predominantly in trade and for business purposes, and not for personal, domestic, or household use or consumption. The Customer further agrees that it enters this Supplement and the Agreement in trade, that Zeus supplies the Services in trade, and that, to the maximum extent permitted by law, statutory consumer guarantees do not apply to the supply of the Services to the Customer. Zeus is entitled to rely on this warranty in supplying the Services, and every disclaimer, cap, exclusion, and remedy limitation in the Agreement is given in reliance on it.

1.3 Consumer savings anchor

If, notwithstanding clause 1.2, any guarantee, right, or remedy applies to the Customer under the Consumer Guarantees Act 1993, the Fair Trading Act 1986, or any other New Zealand law and cannot lawfully be excluded, restricted, or modified by agreement, then nothing in the Agreement excludes, restricts, or modifies that guarantee, right, or remedy, and every other provision of the Agreement continues to apply to the maximum extent permitted by law. Zeus's liability will not be limited where Zeus is not legally allowed to limit it; in every other respect the disclaimers, caps, exclusions, and remedy limitations in the Terms apply to New Zealand Customers unchanged.

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2. Consumer Guarantees Act Contract-Out and New Zealand Application of the Global Protections

2.1 CGA contract-out

The parties agree that, to the extent permitted by law, the New Zealand Consumer Guarantees Act 1993 does not apply to the supply of the Services, the Software, the Documentation, or anything else supplied under the Agreement. This contracting-out is made on the basis of the Customer's in-trade warranty in clause 1.2 and applies to every supply made under the Agreement while the Customer remains in trade.

2.2 Non-excludable guarantees — remedy limitation

If, notwithstanding clauses 1.2 and 2.1, a guarantee under the Consumer Guarantees Act 1993 or any other non-excludable guarantee applies to a supply under the Agreement, Zeus's liability for a failure to comply with that guarantee is limited, at Zeus's option, to re-supplying or replacing the relevant Services, or paying the cost of re-supplying or replacing them. This limitation applies except where the non-excludable guarantee itself provides otherwise, and it is in substitution for every other remedy that could otherwise arise from the failure.

2.3 Liability cap and damage exclusions — New Zealand savings

The release, the aggregate liability cap, the damage exclusions, and the sole-remedy provisions of the Terms (including their exclusion of liability in contract, tort — including negligence — or otherwise, to the Customer or any other person, for any loss or damage arising from use of or reliance on the Services) apply to New Zealand Customers to the maximum extent permitted by law and are not modified by this Supplement. Zeus's liability to the Customer will not be limited where Zeus is not legally allowed to limit it; where a cap or exclusion in the Terms cannot lawfully operate in full, it applies to the greatest partial extent the law permits, and clause 2.2 supplies the remedy for any non-excludable guarantee. Zeus's global cap and exclusions are retained unchanged behind the savings above — no New Zealand-specific dilution is made.

2.4 Field, construction, quotes and takeoffs — New Zealand savings

The Field of Use, High-Risk Use, customer-responsibility, and quote/takeoff provisions of the Terms apply to New Zealand Customers unchanged: the Customer remains entirely responsible for all data uploaded, entered, transmitted, generated by, or otherwise made available through the Services, including for the full and final verification of all costs of materials, measurements, takeoffs, and quotes before any professional use. Those provisions are subject only to clause 1.3 of this Supplement (non-excludable rights) and otherwise operate to the maximum extent permitted by law; nothing in the Services is advice, and Zeus certifies nothing to any trade body.

2.5 Offline operation, synchronization and data loss — New Zealand treatment

Zeus follows data-loss-prevention practices including periodic backups but makes no guarantee against loss of data, and, to the maximum extent permitted by law, Zeus excludes all liability for any loss of Customer Content or Customer Data no matter how caused — expressly including Offline Data, unsynchronized or conflicted records, transmission over networks, plan-change effects, and loss of backups themselves. For loss or corruption of the Customer's data, Zeus's liability is limited to taking reasonable steps to try to recover that data from Zeus's available backups, and this is the Customer's sole remedy. The Customer is solely responsible for maintaining its own independent copies and exports of its data and for its own business continuity; if a non-excludable guarantee nonetheless applies to a data-related supply, clauses 1.3 and 2.2 govern.

2.6 Free Plan, Trials and Beta Features — New Zealand

The Free Plan, Trials, and Beta Features are supplied to New Zealand Customers "as is – where is" with no warranties of any kind, and the zero-warranty, zero-liability free-tier provisions of the Terms apply unchanged, subject only to clause 1.3.

2.7 No service levels; availability — New Zealand savings

Zeus does not guarantee uninterrupted availability, uptime, error-free operation, data recovery, compatibility, support response times, or resolution times unless expressly stated in a signed written agreement, and no service-level commitment of any kind exists for New Zealand Customers. If, notwithstanding clauses 1.2 and 2.1, a non-excludable guarantee of accessibility or care and skill applies, the sole remedy for its breach is re-supply of the affected Services or a refund of the Fees attributable to the affected period, at Zeus's option, per clause 2.2.

2.8 Third-Party Services — New Zealand savings

To the maximum extent permitted by law, Zeus assumes no responsibility or liability for Third-Party Services, third-party content, or any third party's terms, privacy policies, actions, omissions, or practices; the Customer bears all risks associated with accessing third-party offerings, and the hold-harmless, release, and sole-remedy-against-the-third-party provisions of the Terms apply to New Zealand Customers unchanged, except where and to the extent prohibited by applicable law.

2.9 Mobile Application and app-store terms — New Zealand savings

To the maximum extent permitted by applicable law, the Mobile Application license terms, the app-store pass-through provisions (including the stores' disclaimers of warranty, support, and maintenance obligations and the extension of the damage disclaimers to the stores, their subsidiaries, affiliates, and licensors), and the device, carrier, and network disclaimers of the Terms and the Mobile Application EULA apply to New Zealand Customers unchanged, subject only to clause 1.3.

2.10 Tax, accounting and computed outputs — New Zealand savings

The Customer remains solely responsible for determining, collecting, verifying, reporting, and remitting all taxes on its own sales to its Clients; Zeus does not verify the accuracy of Machine-Generated Output or computed tax lines and, to the maximum extent permitted by law, is not liable for fines, penalties, interest, or liability arising from inaccurate or incomplete figures or submissions. The no-professional-advice, no-system-of-record, and tax-responsibility provisions of the Terms apply to New Zealand Customers unchanged, subject only to clause 1.3.

2.11 Claim deadline — New Zealand limitation variance

The six-month claim-notice and claim-commencement bar in the Terms applies to New Zealand Customers. If and only to the extent New Zealand law prohibits the six-month bar for a particular claim, that claim must be brought within the shortest period the law permits, and in no event more than one year after the claim arose; Zeus's own claims remain subject to the longest period the law allows.

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3. Fair Trading Act Contracting-Out Formalities

3.1 Contracting out of the Fair Trading Act

The parties record their intention that, as parties in trade, they contract out of sections 9, 12A, and 13 of the Fair Trading Act 1986 to the fullest extent section 5D of that Act permits, in respect of conduct and representations connected with the Agreement.

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4. Small Trade Contracts — Unfair Contract Terms Review

4.1 Standard-form contracts; no pre-emptive modification

This Supplement and the Terms are standard-form contracts, and New Zealand contractor relationships are expected to fall within the small trade contract regime in sections 26A–26E of the Fair Trading Act 1986. No provision of the Agreement is softened pre-emptively on that account.

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5. Dispute Resolution — New Zealand (Level 2)

For New Zealand Customers, this Section 5 applies in place of the court-displacing mechanics of the global Dispute Resolution section, and preserves every other component of the global dispute architecture (definitions of Dispute and the Zeus Parties, confidentiality, survival, carve-outs, and the claim deadline as varied by clause 2.11).

5.1 Mandatory pre-action procedure

Neither party may commence court or arbitral proceedings in respect of a Dispute (except for urgent interlocutory relief) without first complying with this dispute resolution procedure: written notice of the Dispute, followed by good-faith negotiation between the parties, followed — if the Dispute remains unresolved — by mediation administered by a recognized mediation body agreed between the parties or, failing agreement within fourteen (14) days of a party's written request, by a mediator appointed on the application of either party by the president (or equivalent officer) of the principal professional body for lawyers in the seat. Proceedings other than urgent injunctive, interlocutory, or declaratory relief may be commenced only after that procedure has been completed or a minimum of 60 Business Days has elapsed from the notice of Dispute.

5.2 Binding arbitration or small claims

If a Dispute is not resolved through the clause 5.1 procedure, the Customer and Zeus agree, to the extent permitted by the laws of New Zealand, to resolve the Dispute through final and binding individual arbitration or in a tribunal of limited jurisdiction competent for small claims, instead of in courts of general jurisdiction.

5.3 Individual capacity; no class or representative proceedings

To the extent permitted by the laws of New Zealand, any Dispute must be brought in the parties' individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding, and this waiver protects Zeus, its Affiliates, and Authorized Users.

5.4 Jury waiver (savings form)

To the maximum extent permitted, each party irrevocably and unconditionally waives any right to a trial by jury in respect of any legal action arising out of or related to the Agreement.

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6. Discontinuation, Termination, Refund Savings and Data Access

6.1 Discontinuation — New Zealand remedy (Level 2)

Zeus may cease providing, or discontinue the development of, any Service or any part or element of the Services, temporarily or permanently, in any jurisdiction, and, subject to this clause, shall not be liable to the Customer or to any third person for any modification, suspension, or discontinuance of the Services in accordance with the Agreement. If Zeus permanently discontinues the Services as a whole for New Zealand Customers, Zeus will provide the Customer, as the Customer's sole and exclusive remedy and Zeus's sole and exclusive liability, a pro-rated refund of any unused prepaid Fees for the discontinued period. Discontinuation of an individual feature, module, integration, Beta Feature, or third-party-dependent capability yields no refund, credit, or compensation, per the Terms.

6.2 Termination and refunds — New Zealand savings

Except as expressly set out in the Agreement, and subject to any rights the Customer may have under the Consumer Guarantees Act 1993 or other statutory rights that cannot lawfully be excluded, all Fees are non-refundable and no refund is due to the Customer if the Customer cancels its Subscription or Zeus terminates it in accordance with the Agreement, and the termination, suspension, and survival provisions of the Terms apply to New Zealand Customers unchanged.

6.3 Access to Personal Data — 20-working-day protocol

If Zeus receives a verifiable request for access to Personal Data that New Zealand law requires Zeus (rather than the Customer) to answer, Zeus will respond within 20 working days of receiving the verifiable request; the response may include a decision about whether Zeus is able to provide the requested information. Zeus may withhold requested information on any ground New Zealand law permits, including where the information is not readily retrievable, disclosure would endanger another person or another person's privacy, the information is subject to an obligation of confidence, or the request is trivial or vexatious. Requests concerning data Zeus processes for the Customer are redirected to the Customer per the Privacy Policy and the Terms; this clause is an interface provision and does not enlarge any right against Zeus.

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7. Electronic Messaging — New Zealand Framing

7.1 Sender of record; anti-spam compliance

For every SMS, call, and email generated through the Services, the Customer is the sender and originator regardless of any sender identification used, and the Customer is responsible for all such messages, including those sent by its employees, Helpers, contractors, or other Authorized Users. The Customer must comply with every anti-spam and electronic-messaging law applying to its messages — for messages with a New Zealand link, including the Unsolicited Electronic Messages Act 2007 — and must obtain each recipient's legally required consent before sending, include the legally required sender identification and functional unsubscribe facility in marketing messages, and honor opt-outs. All carrier message and data rates and fees for messages sent from the Customer's devices are the Customer's own.

7.2 Messaging indemnity and liability disclaimer

The Customer will indemnify Zeus and its service providers for any claim arising out of or related to the Customer's acts or omissions regarding notice and consent for calls, SMS, and emails sent through or in connection with the Services. Zeus disclaims any liability arising from or related to the Customer's communications, recipient lists, or the Customer's failure to comply with this Section, except to the extent such liability cannot be excluded by law.

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8. Trade Restrictions and Sanctions — New Zealand Formulation

8.1 Export and trade-embargo compliance

The Customer must not use the Services in violation of any export or trade embargo laws that apply to it. The Customer promises that it is not located in a sanctioned country, is not on any sanctioned persons or prohibited parties list, and is not located in an embargoed country or a designated terrorist-supporting country. This clause restates, and does not narrow, the global Export Controls, Sanctions and Anti-Corruption section of the Terms, which continues to apply to New Zealand Customers in full.

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9. GST and Payment Mechanics (Conditional — No Live Billing)

9.1 GST treatment of Fees

If and when Zeus offers paid Subscriptions for purchase by New Zealand Customers, the following applies: all Fees are exclusive of taxes, levies, and duties, including New Zealand goods and services tax; the Customer pays all applicable taxes, levies, duties, and GST in addition to the Fees; and if any deduction or withholding is required by law, the amounts due to Zeus shall be increased by the amount necessary so that Zeus receives and retains, free from liability for any deduction or withholding, an amount equal to the amount it would have received had there been no deduction or withholding. Where Zeus is registered for New Zealand GST, Zeus's GST registration number is not registered. Nothing in this clause asserts that Zeus currently charges, collects, or remits New Zealand GST.

9.2 Late payment — lawful-maximum interest

If and when paid billing is live for New Zealand Customers: late payment may result in interest being charged at the rate stated in the Terms (1.5% per month) or, if lower, the maximum rate permitted by applicable law, compounded monthly, together with recovery of Zeus's reasonable costs incurred in collecting overdue amounts; late payment may also result in suspension or termination; and all payments must be made without set-off.

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10. Security Standard of Care — New Zealand Fallback

10.1 Standard of care

For New Zealand Customers, where a data-protection duty cannot lawfully be disclaimed, Zeus's duty is to maintain commercially reasonable administrative, technical, and physical safeguards; while Zeus takes steps to help protect data, no method of electronic storage is completely secure, Zeus cannot guarantee absolute security, and Zeus does not guarantee that unauthorized third parties will never defeat its safeguards or that Customer Data will never be accessed, disclosed, altered, lost, corrupted, or destroyed. Zeus makes no representation or warranty concerning the security of any communication to or from the Services or regarding interception of information by third parties, and, except for the standard of care stated in this clause, every security disclaimer, carve-out, and customer security duty in the Terms applies to New Zealand Customers unchanged. This clause modifies, for New Zealand only, the global provision measuring compliance with non-disclaimable data-protection duties by an intentional-misconduct standard; outside New Zealand and Australia that global standard is unaffected.

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Notices

Notices to Zeus under this Supplement go to [email protected] per the notices section of the Terms; privacy requests go to [email protected] per the Privacy Policy at https://fieldzeus.com/legal. (Interface statement only — the operative notices clause lives in the Terms.)