OnDuty Digital Limited (“OnDuty”)

Terms of Service (“Terms”)

If you use OnDuty, or we’re working together (or planning to), these are the terms of our engagement.

These Terms apply only where we don’t have a separately agreed contract with you. Most agencies we work with contract with us on their own terms; where you have such a contract, it applies instead of these Terms.

Last updated 23 September 2026.

1. Definitions

For the purposes of this contract, where the terms below are used, the below meanings will be inferred.

“Additional Services” means any additional services (not being the Software or the Implementation and Support Services) that we agree to provide to you.

“Charges” means all charges payable by you to us for the Services you have selected in the Statement of Work. The Charges include amounts payable under any Change Specification or for Additional Services.

“Change Specification” has the meaning given in clause 4.

“Completion Date” means the date on which we advise you that the Software meets the acceptance criteria in the Statement of Work, or the date on which you accept it as complete, whichever comes first.

“Customer” or “you” means the organisation we provide the Services to, as named on the Statement of Work, and “your” has a corresponding meaning.

“Early Termination Fee” means any fee specified in the Statement of Work as payable if a Statement of Work ends before the end of its Minimum Term.

“Implementation and Support Services” means the deployment, configuration, integration, training and support services we provide to help you set up and use the Software.

“Intellectual Property” means all intellectual property as defined in article 2 of the Convention Establishing the World Intellectual Property Organisation of 1967 and, without limitation, includes any discovery, invention, novel or original designs (whether or not registrable as designs or patents), any trademarks or trade names or goodwill rights associated with such marks, applications for any of the foregoing, the copyright in any software, drawings, plans, specifications, designs, know-how and trade secrets owned or used, secret process or improvement in procedure.

“Minimum Term” means the minimum term (if any) specified in the Statement of Work, which commences on the Completion Date.

“Order Form” means the OnDuty order form signed by or on behalf of you, which specifies the Services you require from us.

“Services” means the Software, the Implementation and Support Services and the Additional Services as described in clause 3.

“Software” means the OnDuty software we provide to you, including the mobile app for officers, the web portal for supervisors, the cloud services that support them, and any updates we release.

“Statement of Work” means:

(a) the signed Order Form; and

(b) the Product Brochure (if any) for each Service you have ordered; and

(c) each agreed Change Specification (if any); and

(d) the specifications for any configuration or integration which forms part of the Services.

“Users” means the people you authorise to use the Software, such as your officers, staff and contractors.

“Warranty Period” means 60 days from the Completion Date, whether or not the Software has been put into service.

“We” or “us” means OnDuty Digital Limited and “our” has a corresponding meaning.

“Your Data” means the notes, photos, audio recordings, locations and other information that you and your Users record in, or upload to, the Software.

2. Introduction

OnDuty provides secure mobile and web software for frontline law enforcement, and the services needed to deploy and support it. The contracting party is OnDuty Digital Limited, hereafter referred to as OnDuty. The Customer is the named party on the Statement of Work.

These Terms apply to all Services that OnDuty provides to you anytime, whether now or in the future, unless a separately agreed contract applies instead. Where a definition is specified under clause 1, then that definition will apply for the purposes of the Services provided.

These Terms apply except where they have been expressly varied in writing and signed by both parties.

These Terms apply to any current instruction you give us, as well as any future instruction, whether or not we send you another copy of them. These Terms and the Statement of Work form the entire agreement between you and us. There is no need for you to sign these Terms in order to accept them. You accept them by using the Software or by continuing to instruct us to work for you.

Your Users use the Software on your behalf, and you are responsible for their use of it.

We reserve the right to amend these Terms from time to time, in the manner set out in clause 14.

3. Services

We may provide you with the following Services:

Software

a) We will make the Software available to you and your Users for the term, and in the manner, set out in the Statement of Work.

b) We host, maintain and support the Software, and we may update it from time to time.

Implementation and Support Services

a) We shall agree with you a Statement of Work detailing proposed Implementation and Support Services.

b) You agree to make information and resources available to us in a timely manner so that we can also fulfil our obligations to you under the Statement of Work in a timely manner.

c) We will use our reasonable endeavours to deliver the Implementation and Support Services to you in accordance with the Statement of Work.

d) The Statement of Work is based on information that you provide to us. Therefore, you must make sure that you fully brief us on all matters. If you do not, the cost of the Statement of Work may change (see clause 4).

e) When the Statement of Work is agreed and signed by you it shall be deemed to be a complete statement of all of your requirements.

Additional Services

The provision of, and the cost for (if applicable), any Additional Services shall be as agreed by us in any Change Specification or Statement of Work agreed between us in relation to those Additional Services, and any such Additional Services will also be subject to these Terms as amended by us from time to time.

4. Project Changes

Sometimes projects require changes which weren’t expected at the outset or you may request changes to the Services. This can involve less or more cost to you. If this happens, we will both try and agree on a written variation (including, if necessary, a price variation) to the Services (“Change Specification”). Any Change Specification will become part of the Statement of Work for that project. If we cannot agree on a variation (including the price of the variation), the Services will continue in accordance with the original Statement of Work.

5. Warranties

We warrant that we will provide all our Services with the care and skill that can be expected from a competent provider of software and related services.

We also warrant that for 60 days from the Completion Date (“Warranty Period”) the Software will conform to the Statement of Work. If this warranty is breached within the Warranty Period we will bring the Software into conformity with the Statement of Work at our cost. Note that this warranty does not extend to any deviations caused by your alterations or modifications made by you or any third party that we have not permitted in writing, or any negligence or misuse of the Software.

Except as mentioned above, all conditions and warranties, express or implied, are excluded to the maximum allowed by law. In particular, we do not warrant that the Software will:

a) be completely free of defect or error; or

b) be completely secure; or

c) be available at all times without interruption; or

d) work on all devices.

If we recommend that you use someone else’s products or services in conjunction with the Services, you agree that we will have no liability (however arising) in respect of such products or services or the provision of such products and services to you.

You agree that to the extent that the Services are purchased by you for the purpose of your business, the provisions of the Consumer Guarantees Act 1993 do not apply.

6. Your Responsibilities

When we have, or are going to, supply you with Services, it is your responsibility to:

a) promptly provide all the information, assistance and approvals that we may reasonably require;

b) obtain, and if required pay for, any consents and licences required for us to integrate the Software with your systems or with third party materials or software;

c) ensure that any services to be provided by you are delivered on time and to specification; and

d) ensure that your Users keep their sign-in details secure, and use the Software only for your lawful purposes and in accordance with these Terms.

You confirm that all data, images, software and other information you supply to us to incorporate into the Software (“Your Materials”):

a) are complete, accurate and not likely to mislead or deceive or cause damage to the reputation of any person or company; and

b) will not cause us to infringe upon any person’s Intellectual Property or patent, registered design, or trademark in the execution of your order and you agree to indemnify us against any action taken by a third party against us in respect of any such infringement; and

c) are not offensive, harmful, upsetting, unlawful, or otherwise objectionable. For the avoidance of doubt, this includes complying with the Films, Videos, and Publications Classification Act 1993.

Your Data is not Your Materials. By its nature, Your Data may include sensitive or objectionable material recorded in the course of your operations, and the confirmations above do not apply to it.

You agree that you will not, either on your own account or as a consultant, partner, agent, contractor, corporate trustee, shareholder or member of any other person or entity, induce, or attempt to induce, any employee, contractor or licensee of ours to terminate their employment or relationship with us. You indemnify us and are liable for all costs, loss and expenses incurred by us relating to or arising from any and all breaches of this clause including without limitation the costs associated with replacing and recruiting for the role of that employee, contractor or licensee.

7. Intellectual Property

Except for any Intellectual Property in Your Materials and Your Data, OnDuty and its suppliers own all Intellectual Property in the Software and all new Intellectual Property (if any) developed or created by us, our agents, employees and contractors in connection with the Services (collectively, “OnDuty’s IP”).

We do not supply the source code of the Software. You must not, and must ensure that your Users do not, copy, modify, decompile or reverse engineer the Software, except to the extent that the law expressly permits.

You own Your Data. We hold it on your behalf and treat it as your Confidential Information under clause 11.

8. Liability

We will not be liable to you, or any third party, for any:

a) loss or damage to information or data from any cause;

b) breach of security;

c) loss of profit; or

d) incidental, indirect, special or consequential loss or damage.

In any event, the maximum aggregate liability of OnDuty to you arising out of any claim for loss and/or damages (for any cause whatsoever) will under no circumstances exceed an amount equal to the total charges paid by you under the relevant Statement of Work in the 12 month period immediately preceding the event giving rise to liability.

The limitations and exclusions of liability in this clause 8 shall apply however liability arises, whether in contract, tort (including negligence), breach of statutory duty or otherwise.

Sometimes we will not be able to fulfil our responsibilities through no fault of our own. Therefore, we are not responsible for any failure or delay to perform our obligations due to events beyond our reasonable control or failure by you to perform any of your responsibilities under this agreement.

9. Payment

You agree to pay the Charges for:

a) the Services as specified and in the manner provided in the relevant Statement of Work; and

b) any necessary accounts or subscriptions that may be required to distribute the Software to your devices; and

c) additional work that you requested that was carried out over and above the Statement of Work.

We will invoice you as specified in the Statement of Work. You agree:

a) to pay the deposit (if any) specified in the Statement of Work on receiving our written acceptance of your order; and

b) to pay the Charges by direct debit unless otherwise agreed in writing.

All Charges are in New Zealand dollars and are exclusive of all taxes and duties unless otherwise expressly specified on the Statement of Work.

Unless otherwise specified above, you agree to pay all invoices within 15 days of the invoice date. You shall not be entitled to set off against, or deduct from the Charges, any sums owed or claimed to be owed to you by us nor to withhold payment of any invoice because part of that invoice is in dispute.

If you do not pay the Charges on time we may, at our option do any or all of the following:

a) suspend or restrict your use of the Services;

b) terminate the relevant Statement of Work in accordance with clause 12;

c) refer your account to our debt collection agency.

10. Privacy

You authorise us or our agents to:

a) access, collect, retain and use any information about you for the purpose of meeting our obligations and enforcing our rights under this agreement and the Statement of Work, or for the purpose of marketing products and services to you;

b) with the exception of any Confidential Information, exchange the information we hold about you with our contractors, agents, representatives and suppliers for the purpose of meeting our obligations under this agreement and the Statement of Work; and

c) monitor and record calls you make to us or we make to you in order to improve the service we provide to you and to assist us with meeting our obligations to you.

You shall have the right to request a copy of the information about you retained by us and the right to request us to correct any incorrect information about you held by us.

This clause does not apply to Your Data. Any personal information in Your Data is held by us on your behalf, and we deal with it only as clauses 7 and 11 allow.

Read more in our Privacy Policy.

11. Confidential Information

Each party will keep all information about the Statement of Work, the Services, the Software and other information that is confidential to the other party, including Your Data (“Confidential Information”), confidential and will not disclose this information to a third party without the consent of the other party. Each party shall ensure that its employees, subcontractors, professional advisors and agents abide by these obligations of confidentiality.

Unless we agree otherwise in writing, we will each use any Confidential Information belonging to the other party only for the purposes of fulfilling our obligations to each other under the Statement of Work and as permitted in these Terms.

Confidential Information does not include information clearly required to be disclosed by law; or is generally known and available without a party having breached its obligations under this clause 11; or is, or has been, independently and lawfully acquired or developed without the benefit or use of the other party’s Confidential Information.

12. Termination

Either of us may terminate a Statement of Work by providing written notice to the other party if the other party has either:

a) been placed in receivership or liquidation, or entered into an arrangement or makes an assignment for the benefit of its creditors, or has become insolvent or bankrupt; or

b) breached a term of the Statement of Work or these Terms and failed to remedy such breach after being given written notice allowing at least 30 days to remedy the breach.

If you have agreed to a Minimum Term in a Statement of Work, you may not terminate that Statement of Work (other than as set out above) until that Minimum Term is completed. You may otherwise terminate a Statement of Work by providing us with one month’s written notice at any time.

We may terminate this agreement on the occurrence of any of the following events:

a) if you have not paid any charges within 14 days of the due date for payment, with the exception of any amounts that are the subject of a genuine dispute and which you have previously notified us in writing as being in dispute; or

b) if in our reasonable opinion, you are using the Services for any unlawful, abusive, or fraudulent purpose;

c) if you fail to comply with a legal requirement of any of our suppliers concerning your use of the Services;

d) if you commit a material breach of this agreement or any other agreement between us, when the breach is not reasonably capable of being remedied.

Upon termination:

a) any amounts owing by you to us under the Statement of Work and these Terms must be paid immediately (including, without limitation, any applicable Early Termination Fee); and

b) we may be regarded as discharged from any further obligations under the Statement of Work.

Termination or cancellation of a Statement of Work shall not relieve either party from any right, liability, or claim that has accrued on or before the date of termination or cancellation. The provisions of clauses 5, 6, 7, 8, 9, 10, 11, 12 and 13 of these Terms will survive termination or cancellation of a Statement of Work.

13. Marketing and Publicity

Unless otherwise agreed in writing, you agree that we may:

a) list your organisation as a customer in our marketing materials, including on our website; and

b) describe the Services we provide to you in our marketing materials, including on our website.

14. Variation of Terms

We may amend or replace these Terms from time to time. The amended or replacement Terms (“Amended Terms”) will then apply to the Services. We will tell you about any changes at least 30 days before they come into effect by notifying you by e-mail of the Amended Terms. You will be taken to have accepted the Amended Terms if you make a further request of us to provide Services to you or if you continue to make use of our Services and do not give us any notice to terminate this agreement.

15. Disputes and General

You agree that, with the exception of urgent interlocutory relief in respect of use of confidential information or intellectual property in breach of this agreement, both of us will attempt to resolve any dispute under this agreement by negotiating in good faith for at least 14 days.

The failure by us to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect our right to subsequently enforce that provision. If any provision of this agreement shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

If any of your address details change, you agree to promptly provide us with your new address and contact details. We will send you notices and other communications to the last known address or email address you have given to us.

You warrant that you have the power to enter into this agreement and have obtained all necessary authorisation to allow you to do so, that you are not insolvent and that this agreement creates binding and valid legal obligations on you.

You may not assign any rights or obligations under this agreement without our prior written consent. We may assign any rights under this agreement without obtaining your prior approval. We may also sub-contract any of our obligations under this agreement, but in so doing, will not be relieved of any liability to you under this agreement.

We may decline your application for the Services (and/or any request for Additional Services) at our discretion and we do not have to disclose the reasons for our decision.

These terms and conditions and any contract to which they apply shall be governed by the laws of New Zealand and are subject to the exclusive jurisdiction of the Courts of New Zealand.

Contact Us

If you have any questions about these Terms, please contact us at info@ondutydigital.com, or post to 245 Wooldridge Road, Christchurch, New Zealand.