TimeSmart Terms and Conditions

Terms of Use and Billing Agreement

Date issued: 20 October 2026

These Terms govern access to and use of the TimeSmart platform, Android and iOS applications, and related services.

In these Terms:

• TimeSmart, we, us and our means TimeSmart Ltd.
• Client means the organisation subscribing to the Services.
• User means an individual authorised to access the Platform.
• Platform means the TimeSmart software, web platform, mobile applications and modules made available to the Client.
• Services means the Platform and any implementation, training, support or other services supplied by TimeSmart.
• You and your means the Client or User, as applicable to the relevant provision.

Commercial obligations, including subscription fees, apply to the Client. Individual Users do not become personally responsible for the Client’s commercial obligations merely by using the Platform.

1. Acceptance of Terms

By accepting these Terms on behalf of the Client, you confirm that you:

• have read and understood these Terms;
• agree that the Client will be bound by them; and
• are authorised to accept them on the Client’s behalf.

An administrator, external contractor or third party accepting a subscription or commercial agreement for the Client must have authority to bind the Client.

Individual Users must comply with the provisions governing authorised use, account security and acceptable conduct. Ordinary use of an employer-provided account does not constitute acceptance of new commercial obligations on the employer’s behalf.

TimeSmart may update these Terms by providing written notice to the Client. The notice will explain the changes and their effective date.

For changes that materially disadvantage the Client, TimeSmart will provide at least 30 days’ written notice. The Client may terminate the affected Services before those changes take effect without an additional termination charge. Fees properly incurred before termination remain payable.

Continued use of the affected Services after the effective date constitutes acceptance of the updated Terms.

2. Use of the Platform

The Client is granted a non-exclusive, non-transferable licence to use the Platform for its internal business purposes, subject to these Terms and its agreed subscription.

Users may access the Platform only within the permissions granted to them.

You must not:

• modify, reverse engineer, decompile or reproduce the Platform, except where permitted by law;
• allow unauthorised access to the Platform;
• misuse the Platform or interfere with its security or operation;
• access another person’s account or records without authority; or
• use the Platform for unlawful purposes.

The Client is responsible for managing its account and assigning appropriate access permissions.

Users are responsible for protecting their login credentials and using their accounts appropriately.

3. Client Obligations

The Client agrees to:

• provide accurate, complete and timely information required for implementation and ongoing use;
• comply with applicable laws and regulations in the jurisdictions in which it operates;
• ensure its authorised Users comply with these Terms;
• maintain appropriate authority for information supplied to TimeSmart; and
• promptly notify TimeSmart of suspected unauthorised access or misuse.

The Client is responsible for the acts and omissions of its personnel, authorised Users and contractors in connection with the Platform.

The Client remains responsible for its employment, payroll, tax and recordkeeping obligations, including checking information entered into the Platform and reviewing outputs before relying on them or submitting them to third parties.

4. Fees, Billing and Charges

4.1 Subscription Fees

Subscription fees are charged in accordance with the pricing agreed with the Client.

Depending on the subscription, fees may include a base subscription charge, per-employee charges and charges for selected modules or additional services.

Unless otherwise agreed in writing:

• fees may be billed monthly or annually;
• charges may fluctuate based on employee numbers and selected Services;
• invoices are payable by the due date stated on the invoice; and
• overdue amounts may incur interest at 2% per month, to the extent permitted by law.

TimeSmart may adjust pricing by providing at least 30 days’ written notice. Updated pricing will take effect from the date specified in that notice.

If the Client does not accept a price increase, it may terminate the affected Services before the increase takes effect without an additional termination charge. Fees properly incurred before termination remain payable.

4.2 Implementation, Go-Live and Billing Commencement

To enable implementation, the Client must provide all required setup information within agreed timeframes, including:

• company and billing details;
• employee information;
• business locations, departments and cost centres;
• clients, jobs and activity codes, where applicable;
• payroll information and opening balances, where applicable; and
• any additional information reasonably requested by TimeSmart.

4.2.1 Agreed Go-Live Date

The Client and TimeSmart will use reasonable endeavours to agree a mutually acceptable date for the Platform to become operational (Go-Live Date).

Once the Go-Live Date has been agreed in writing, both parties will work in good faith to complete the necessary implementation activities by that date.

4.2.2 Client-Caused Delays

If the agreed Go-Live Date is not achieved and the delay is attributable, wholly or in material part, to the Client, TimeSmart may commence subscription billing from the agreed Go-Live Date.

Client-caused delays include failure to provide required information, approvals, resources or timely responses.

During this period:

• fees will be calculated using the agreed pricing and estimated or average employee numbers recorded in the implementation agreement; and
• fees will continue monthly until the Platform goes live.

From the actual Go-Live Date, subscription fees will be calculated using the applicable employee count and agreed pricing.

Delays not attributable to the Client will not trigger early subscription billing under this clause.

4.3 Non-Provision of Implementation Information

If the Client does not provide required information within the agreed timeframes, TimeSmart will not be responsible for resulting delays in system readiness.

Where clause 4.2.2 applies, subscription billing may commence even if the Platform is not fully configured or used.

4.4 User Limits and Employee Number Adjustments

Where the Client’s subscription uses an agreed employee count, licence limit or manually adjusted user allocation:

• the Client must request increases in employee numbers or licence limits;
• TimeSmart will adjust billing once the updated allocation is confirmed; and
• the Client must notify TimeSmart when a reduction is required.

If the Client does not notify TimeSmart of a reduction, billing will continue using the last notified or agreed allocation.

Unless otherwise agreed in writing, reductions take effect once the request has been received and processed. Retrospective reductions will not be applied solely because the Client did not use its agreed allocation.

This does not prevent correction of a billing error made by TimeSmart.

4.5 Additional Charges

The following charges apply where the Client requests TimeSmart to perform these services, unless otherwise agreed in writing:

These are service charges for work performed by TimeSmart. They do not apply simply because the Client performs these tasks using the Platform.

Additional charges are invoiced monthly and are payable alongside subscription fees.

4.6 Direct Debit Authority

Where the Client has completed a separate direct debit authority, TimeSmart may debit the nominated account in accordance with that authority and the agreed billing arrangements.

Acceptance of these Terms does not replace any required direct debit mandate.

5. Data, Privacy and Integrations

TimeSmart will collect, store and process personal information in accordance with applicable privacy laws and the TimeSmart Privacy Policy.

The Client is responsible for ensuring it has the necessary authority to provide information to TimeSmart and permit its use in delivering the Services. This includes providing required notices to employees and other individuals.

The Client retains ownership of its data.

TimeSmart may access and process Client data as reasonably necessary to:

• provide, secure and support the Services;
• follow the Client’s lawful instructions; and
• meet legal obligations.

Where the Client uses third-party systems or integrations:

• those services may be subject to separate terms and charges;
• the Client is responsible for authorising the relevant connection and data sharing; and
• availability and functionality may depend on the third-party provider.

To the extent permitted by law, TimeSmart is not responsible for data corruption, data loss or service issues caused by third-party systems, integrations, APIs or external software providers, except to the extent caused or contributed to by TimeSmart.

Acceptance of these Terms does not replace any separate consent or device permission required for collecting or using personal information.

6. Service Availability

Unless otherwise agreed in writing, standard support is available Monday to Friday, 8:30am to 5:00pm New Zealand time, excluding New Zealand public holidays.

TimeSmart will use reasonable endeavours to maintain Platform availability. Access may occasionally be interrupted by maintenance, updates, technical issues or events beyond TimeSmart’s reasonable control.

Planned maintenance will generally be scheduled outside standard business hours where reasonably practicable.

Any specific availability commitments or service credits must be set out in a separate Service Level Agreement.

7. Intellectual Property

All rights, title and interest in the Platform, including its software, design, documentation and related intellectual property, remain with TimeSmart or its licensors.

These Terms do not transfer ownership of the Platform to the Client or any User.

The Client grants TimeSmart a limited licence to use Client data for the purposes described in clause 5.

8. Limitation of Liability

Nothing in these Terms excludes, restricts or modifies any right, guarantee, remedy or liability that cannot lawfully be excluded, restricted or modified.

Subject to those rights and any express commitments in these Terms or an applicable Service Level Agreement:

• the Platform is provided on an “as available” basis;
• TimeSmart does not warrant that the Platform will operate without interruption or error; and
• implied warranties are excluded to the extent permitted by law.

To the extent permitted by law, TimeSmart is not liable for indirect, incidental or consequential loss arising from the Services.

Subject to any liability that cannot lawfully be limited, TimeSmart’s total aggregate liability to the Client arising from or relating to the Services is capped at the fees paid by the Client for the affected Services during the three months immediately preceding the event giving rise to the claim.

9. Termination and Data Retention

9.1 Client Cancellation

Unless otherwise specified in a separate written agreement, the Client may terminate its subscription by giving one month’s written notice.

Subscription fees remain payable during the notice period.

Any minimum subscription term, annual commitment or treatment of prepaid fees must be set out in the Client’s written subscription agreement.

9.2 Suspension or Termination by TimeSmart

TimeSmart may suspend or terminate access where the Client materially breaches these Terms.

Where the breach can be remedied, TimeSmart will give written notice describing the breach and a reasonable opportunity to remedy it before terminating access.

Immediate suspension may occur where reasonably necessary to address a serious security risk, unlawful use or a legal requirement.

Any suspension will be limited to what is reasonably necessary in the circumstances.

9.3 Data Export and Retention

The Client is responsible for exporting the records it requires before its subscription ends and for meeting its own statutory recordkeeping obligations.

After cancellation, TimeSmart will retain or delete Client data in accordance with applicable law, the TimeSmart Privacy Policy and any separately agreed retention arrangements.

Where records must be retained by law, they will be retained for the applicable period. Other personal information will not be retained longer than necessary for a lawful purpose.

Cancellation does not guarantee continued access to the Platform or indefinite storage of Client data.

9.4 Access After Cancellation

Where retained data remains available, the Client may request temporary access after cancellation.

Subject to applicable legal access rights:

• access may be re-enabled at TimeSmart’s discretion;
• the applicable monthly subscription fee plus 10% will apply unless otherwise agreed in writing; and
• TimeSmart will confirm the charge before restoring access.

This clause does not limit any statutory right to access personal information.

9.5 Individual Account Deletion

Requests to delete an individual User’s account or personal information will be handled in accordance with applicable law and the TimeSmart Privacy Policy.

Deletion of an individual account does not automatically terminate the Client’s subscription.

Information that must be retained for a lawful purpose may remain subject to appropriate access restrictions and retention arrangements.

10. Service Level Agreements

Where the Client has entered into a separate Service Level Agreement (SLA):

• the SLA applies in addition to these Terms; and
• the SLA prevails to the extent of any inconsistency.

Billing and payment obligations under these Terms continue to apply unless expressly varied in the SLA.

An SLA does not override billing arrangements unless this has been explicitly agreed in writing.

11. Governing Law and Jurisdiction

Where the Client is based in New Zealand, these Terms are governed by New Zealand law, and the parties submit to the jurisdiction of the New Zealand courts.

Where the Client is based in Australia, these Terms are governed by the laws of Victoria and applicable Commonwealth laws, and the parties submit to the non-exclusive jurisdiction of the courts of Victoria, Australia.

For Clients based elsewhere, governing law and jurisdiction will be specified in the written subscription agreement or, if not specified, New Zealand law and courts will apply.

This clause does not override mandatory rights or protections available to Clients or Users under applicable law.

12. Support and Onboarding

12.1 Onboarding Data Requirements

TimeSmart will provide guidance on the information required for onboarding and the format in which it must be supplied.

The Client is responsible for ensuring submitted data is complete, accurate and correctly formatted.

TimeSmart will import information into the Client’s licence using the data provided. TimeSmart is not responsible for errors resulting from inaccurate, incomplete or incorrectly formatted Client data, except to the extent caused or contributed to by TimeSmart.

12.2 Initial Training

Unless otherwise agreed in writing, TimeSmart will provide one initial training session of up to one hour for the Client’s administrative staff.

Administrative staff are responsible for training other Users within the Client’s organisation.

Any different training allocation included in an accepted proposal, subscription agreement or SLA will apply instead.

12.3 Parallel Payroll Validation

Where the Client subscribes to TimeSmart payroll and payroll implementation is included in the agreed scope, TimeSmart will conduct up to two payroll runs in parallel with the Client’s existing payroll system.

These runs are intended to validate payroll calculations and payslip outputs using information supplied by the Client.

The Client must review the results and resolve identified discrepancies with TimeSmart before approving its first live payroll.

This service does not apply to subscriptions that do not include TimeSmart payroll.

12.4 Invoicing Module Training

Where the Client subscribes to TimeSmart’s invoicing functionality, TimeSmart will provide one additional training session of up to one hour, unless otherwise agreed in writing.

12.5 Additional Initial Support

TimeSmart may provide additional onboarding or training support at its discretion.

Any additional included support allocation must be confirmed in writing. Discretionary assistance does not create an ongoing entitlement to additional support.

12.6 Time Recording and Chargeable Support

TimeSmart will maintain records of support time provided to the Client.

Training and implementation work beyond the agreed allocation will be charged at NZD $120 per hour plus GST, unless otherwise agreed in writing.

TimeSmart will identify chargeable work and agree its scope and charges with the Client before proceeding.

Queries covered by Standard Support under clause 13 remain included in the subscription.

12.7 Training for New Staff

Training required because of changes in the Client’s personnel will be charged at NZD $120 per hour plus GST, unless included in an applicable written agreement or SLA.

12.8 Scope Limitations

Unless expressly agreed in writing, onboarding and training services do not include:

• data cleansing or restructuring;
• payroll advisory, tax advice or legal interpretation;
• preparation or legal review of employment agreements;
• custom configuration outside standard product capability; or
• development of custom integrations or software modifications.

13. Ongoing Support

13.1 Standard Support

Following completion of onboarding, TimeSmart will provide online and telephone support at no additional cost for queries relating to the standard functionality and use of the Platform (Standard Support).

Standard Support includes:

• guidance on system features, navigation and configuration within standard product capability;
• assistance in understanding system outputs, reports and calculations; and
• troubleshooting issues directly related to the operation of the Platform.

13.2 Service Levels

Where an SLA applies, Standard Support requests will be prioritised, classified and responded to in accordance with that SLA.

In the absence of an SLA, support will be provided on a reasonable endeavours basis during standard support hours.

13.3 Exclusions from Standard Support

Standard Support does not include:

• payroll advisory, tax advice, employment law interpretation or compliance advice;
• data entry, correction, cleansing or restructuring;
• custom configuration, integrations or system modifications;
• additional formal training beyond the agreed onboarding allocation; or
• business process consulting or optimisation services.

Work required to correct a defect in the Platform or an error caused by TimeSmart will not be treated as chargeable Client support.

13.4 Chargeable Support Services

Requests outside the scope of Standard Support may be treated as Chargeable Support Services.

These services will be:

• scoped and agreed with the Client before commencement; and
• charged at NZD $120 per hour plus GST, unless another rate is expressly agreed in writing or specified in an SLA.

13.5 New Staff Training

Formal training required because of changes in the Client’s personnel will be treated as Chargeable Support Services unless expressly included in an applicable written agreement or SLA.

Ordinary questions about standard Platform functionality remain covered by Standard Support.

13.6 Determination of Scope

TimeSmart will act reasonably when determining whether a request falls within Standard Support or Chargeable Support Services.

Where a request is chargeable, TimeSmart will explain the proposed scope and charges before proceeding.

14. Digital Hiring and Inductions

14.1 Module Availability

Where offered, TimeSmart’s Digital Hiring and Inductions module may be purchased alongside a TimeSmart subscription or as a standalone service.

These Terms apply to the module, together with any additional terms expressly included in the accepted offer.

14.2 Self-Service Use

Unless the Client’s subscription or written agreement states otherwise, the standalone module is self-service.

Included assistance consists of the tips, guides and documents made available through TimeSmart’s help resources.

Personalised implementation, configuration or training assistance for the standalone module is charged at NZD $125 per hour plus GST, with the scope and charges agreed before work begins.

This specific rate applies to personalised standalone module assistance. Other chargeable support remains subject to clause 13.4.

14.3 Client Responsibilities

The Client is responsible for reviewing and approving job advertisements, application questions, employment agreements, induction materials and other content used within the module.

TimeSmart does not provide legal advice or guarantee that Client-created or uploaded documents meet the Client’s legal obligations.

14.4 Promotional Offers

Any promotional offer will be subject to the eligibility requirements, offer period, inclusions and charges communicated with that offer.

Promotional terms apply in addition to these Terms and prevail only to the extent expressly stated in the offer.

15. Android and iOS Mobile Applications

15.1 Application of These Terms

This section applies to individuals using TimeSmart’s Android and iOS mobile applications (Apps).

Individual Users must comply with the provisions governing authorised use, account security and acceptable conduct.

An employee, contractor or other individual using an account provided by an organisation does not become personally responsible for that organisation’s subscription fees merely by using an App.

Authority to bind the Client is required when accepting a subscription or other commercial agreement on the Client’s behalf. Ordinary use of an employer-provided account does not represent acceptance of new commercial obligations for that employer.

If another provision of these Terms conflicts with this distinction, this clause prevails for individual App Users.

15.2 Access and Authorised Use

App access depends on the relevant account, subscription, enabled features and User permissions.

You must:

• use only an account you are authorised to access;
• protect your login credentials and device;
• provide accurate information when submitting records; and
• promptly report suspected unauthorised access.

You must not use an App to access another person’s records without authority or interfere with the security or operation of the Services.

15.3 Android App Licence

Subject to these Terms, TimeSmart grants you a limited, non-exclusive and non-transferable licence to install and use the Android App on compatible devices you own or are authorised to use.

You must also comply with applicable Google Play terms and lawful third-party terms relevant to your device and connectivity.

15.4 iOS App Licence

For an App obtained through Apple’s App Store, the application licence is governed by Apple’s Standard Licensed Application End User License Agreement, unless a separate custom licence has been expressly supplied for that App.

Apple’s standard agreement is available at:

https://www.apple.com/legal/internet-services/itunes/dev/stdeula/

These Terms govern access to TimeSmart’s Services alongside the applicable application licence. They do not replace or restrict rights provided by that licence or applicable law.

15.5 Privacy, Location and Device Permissions

Personal information processed through the Apps is handled in accordance with the TimeSmart Privacy Policy and relevant collection notices.

The Apps may associate GPS location with timesheet submissions. Background location may also be collected where the relevant feature is enabled and required device permissions and consent have been provided.

Location and work records may be accessible to authorised Users within your organisation.

You can manage device permissions through your device settings. Declining or withdrawing a permission may affect the feature that requires it.

Withdrawing permission stops the relevant future device access. It does not automatically remove information already submitted.

An organisation’s configuration or acceptance of these Terms does not replace a User’s device permission or any separate consent required for data collection.

15.6 Employer-Managed Accounts

Where your organisation provides your account, it controls your access permissions and the workforce features available to you.

Information you submit may be accessible to authorised people within that organisation.

Your organisation remains responsible for its employment decisions, instructions and lawful use of workforce information.

15.7 Connectivity, Offline Records and Updates

Some features require an internet connection. Supported offline features may temporarily store records on your device before synchronisation.

You should check that important records have synchronised before clearing app storage, uninstalling an App or replacing a device.

You are responsible for your device and connectivity costs.

TimeSmart may release updates for security, compatibility or functionality. Continued use of some Services may require a supported version of the App and operating system.

15.8 Account Deletion

Account and personal information deletion requests are handled through the processes described in the TimeSmart Privacy Policy.

Deleting an individual App account is separate from terminating an organisation’s subscription.

Any information retained after account deletion will be limited to what is necessary for an applicable lawful purpose and explained through the deletion process.

Uninstalling an App does not itself submit an account-deletion request.

15.9 Support and Statutory Rights

TimeSmart provides support for its Apps in accordance with these Terms and any applicable service agreement.

For App support, questions or complaints, contact:

TimeSmart Ltd
Level 1, Waikato Innovation Park
1 Melody Lane
Hamilton, New Zealand

Email: info@timesmart.co.nz
Phone: +64 7 902 2899

Nothing in this section excludes or limits rights or remedies that cannot lawfully be excluded or limited.