Effective Date: August 2025

Last Updated: August 2025

1. Application of Terms

1. These Terms apply to your use of HortPlus Website and Services (including, but not limited to MetWatch). By accessing and using the Website or Services:
   1. You agree to be bound by these Terms;
   2. Where your access and use is on behalf of another person or entity (e.g., a company), you confirm that you are authorized to, and do in fact, agree to these Terms on that person's or entity's behalf and that, by agreeing to these Terms on their behalf, they are bound by these Terms.
2. If you do not agree to these Terms, you are not authorized to access and use the Website or Services, and you must immediately stop doing so.
3. These Terms constitute a legally binding agreement between you and us.

2. Changes to Terms and Services

1. We may change these Terms at any time by updating them on the Website. We will notify you of material changes by posting the updated Terms on our Website and updating the "Last Updated" date. Any changes take effect immediately upon posting unless otherwise stated.
2. You are responsible for regularly reviewing these Terms to ensure you are familiar with the current version. By continuing to access and use the Website or Services after changes are posted, you agree to be bound by the modified Terms.
3. We may change, suspend, discontinue, or restrict access to the Website or Services (in whole or in part) at any time, with or without notice. We will endeavor to provide reasonable notice where practicable.

3. Definitions

• Account: any account you create to access or use our Services
• Content: any information, data, text, graphics, images, audio, video, or other materials
• Intellectual Property Rights: all intellectual property rights including patents, trademarks, copyrights, design rights, trade secrets, and any other proprietary rights
• Loss: includes loss of profits, savings, revenue, or data, and any other claim, damage, loss, liability, and cost, including reasonable legal costs
• Personal Information: information about an identifiable, living person
• Services: means the services we provide through the Website or otherwise, including but not limited to horticultural consulting, software tools, data analysis, and related services
• Terms: these terms and conditions
• Underlying Systems: any network, system, software, data, or material that underlies or is connected to the Website or Services
• User ID: means the unique username and password combination allocated to you to access certain parts of the Website or Services
• We, us, HortPlus or our: HortPlus (N.Z.) Limited
• Website: www.hortplus.com and related websites and applications operated or managed by us
• You or your: you or, if clause 1.1(b) applies, both you and the other person or entity on whose behalf you are acting

4. Account Registration and User Obligations

Account Information

1. You must provide true, current, and complete information when registering for an Account or in your dealings with us, and must promptly update that information to ensure it remains accurate and complete.
2. You are responsible for all activities that occur under your Account, whether or not you authorized such activities.

User ID Security

1. If you are provided with a User ID, you must:
   1. keep your User ID secure and confidential;
   2. not permit any other person to use your User ID;
   3. not disclose your User ID to any other person;
   4. immediately notify us at support@hortplus.com if you become aware of any unauthorized disclosure or use of your User ID.

Prohibited Activities

1. You must not:
   1. use the Website or Services for any unlawful purpose or in violation of any applicable laws or regulations;
   2. act in a way, or use or introduce anything (including any virus, worm, Trojan horse, timebomb, keystroke logger, spyware, or other malicious software) that compromises or may compromise the Website, Services, or any Underlying Systems;
   3. attempt to damage, interfere with, or gain unauthorized access to the Website, Services, or any Underlying Systems;
   4. use automated means (including robots, spiders, scrapers, crawlers, or similar data gathering tools) to access or collect information from the Website without our express written permission;
   5. deep-link, frame, or create derivative works from the Website without our permission;
   6. use the Website or Services to transmit spam, chain letters, or other unsolicited communications;
   7. impersonate any person or entity or falsely state or misrepresent your affiliation with any person or entity;
   8. violate any third party's intellectual property rights or other proprietary rights;
   9. engage in any conduct that restricts or inhibits anyone's use or enjoyment of the Website or Services;
   or
   10. reverse engineer, decompile, or disassemble any part of the Website or Services.

Indemnification

4.5 You indemnify and keep indemnified us, our employees, agents, and contractors (each an "Indemnified Party") against all claims, expenses, losses, damages, and costs (including all costs arising as a result of damage to a third party's property or injury to or death of any person, and all reasonable legal costs) sustained or incurred by any Indemnified Party arising from:

1. any breach of these Terms by you;
2. any negligent or wrongful act or omission by you or any of your employees, agents, or contractors in the course of or related to your use of our Website or Services;
3. any fraud, dishonesty, misrepresentation, or wilful default by you;
4. any breach by a person who accesses our Website or Services using your User ID.

5. Our Services

1. We provide various digital weather data services, software tools, data analysis, and related services as described on our Website.
2. Services may be provided subject to separate service agreements, which will incorporate these Terms by reference unless expressly stated otherwise.
3. We reserve the right to modify, suspend, or discontinue any Service at any time, with reasonable notice where practicable.

6. Payment and Billing

1. Fees for our Services are as set out on our Website or as otherwise agreed in writing.
2. Unless otherwise specified, all fees are:
   1. in New Zealand dollars;
   2. exclusive of GST (which will be added where applicable);
   3. payable in advance.
3. We may change our fees at any time by giving you reasonable notice. Continued use of our Services after notice of fee changes constitutes acceptance of the new fees.
4. If you fail to pay fees when due, we may suspend or terminate your access to our Services without notice.

7. Intellectual Property Rights

1. We (and our licensors) own all Intellectual Property Rights in the Website, Services, and any Content we provide, including but not limited to:
   1. software, systems, and technology;
   2. text, graphics, images, logos, and design elements;
   3. data, databases, and analytical tools;
   4. methodologies, processes, and know-how; and
   5. trademarks, trade names, and branding.
2. These Terms do not transfer any Intellectual Property Rights to you. You are granted only a limited, non-exclusive, non-transferable license to use the Website and Services in accordance with these Terms.
3. You retain ownership of any Content you submit to us, but you grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and distribute such Content solely for the purpose of providing our Services to you.

8. Privacy and Data Protection

1. We collect, use, and protect your Personal Information in accordance with our Privacy Policy, which forms part of these Terms.
2. By using our Website or Services, you consent to the collection, use, and disclosure of your Personal Information as described in our Privacy Policy.
3. We may collect technical information about your use of our Website and Services for analytics, security, and improvement purposes.

9. Disclaimers and Limitations

Service Availability

1. While we strive to ensure the Website and Services are available continuously, we do not guarantee uninterrupted access. The Website and Services may be unavailable due to maintenance, technical issues, or circumstances beyond our control.

Content Accuracy

1. We endeavor to ensure information on our Website and in our Services is accurate and up-to-date, but we make no warranties regarding:
   1. the accuracy, completeness, or currency of any information;
   2. the suitability of our Services for your particular needs; or
   3. the results you may achieve from using our Services.

Professional Advice

1. Our Services may include general information and recommendations, but they do not constitute professional advice specific to your circumstances. You should seek independent professional advice before making decisions based on information from our Services.

Third-Party Content and Links

1. Our Website may contain links to third-party websites or reference third-party products or services. We do not endorse or take responsibility for third-party content, and any links are provided for convenience only.

Technical Issues

1. To the extent permitted by law, we are not liable for any Loss resulting from:
   1. viruses or other harmful components that may infect your computer systems;
   2. technical failures or interruptions;
   3. data loss or corruption; or
   4. unauthorized access to your systems or data.

10. Indemnity and Liability Limitations

Indemnity

1. Except as set out in clause 10.4 below, you will indemnify and keep indemnified us, our employees, agents, and contractors (each an "Indemnified Party") against all claims, expenses, losses, damages, and costs (including all costs arising as a result of damage to a third party's property or injury to or death of any person, and all reasonable legal costs) sustained or incurred by any Indemnified Party arising from:
   1. any breach of these Terms by you;
   2. any negligent or wrongful act or omission by you or any of your employees, agents, or contractors in the course of or related to your use of our Website or Services; or
   3. any fraud, dishonesty, misrepresentation, or wilful default by you.

Consequential Loss Exclusion

1. Except for your liability under clauses 10.1(b) and 10.1(c) above, neither party will have any liability to the other for any indirect or consequential loss, loss of profits, business, income, revenue or savings, loss of use, loss of contract, or loss of goodwill.

Our Liability Cap

1. Our liability for any claim made by you in relation to these Terms or your use of our Website or Services, whether in contract, equity, common law, tort, statute or otherwise, will not in any event exceed the total amounts paid by you to us in the 12 months preceding the event giving rise to liability.

Risk Assumption and General Limitations

1. You acknowledge that you use our Website and Services at your own risk.
2. To the maximum extent permitted by law, we exclude all liability for any Loss arising from or in connection with:
   1. your use of or inability to use our Website or Services;
   2. any errors, omissions, or inaccuracies in Content;
   3. unauthorized access to or alteration of your data;
   4. the conduct of other users; or
   5. any other matter relating to our Website or Services.

Consumer Protection Laws

1. Nothing in these Terms excludes, restricts, or modifies any consumer rights under the Consumer Guarantees Act 1993, Fair Trading Act 1986, or other consumer protection laws that cannot be excluded.

11. Termination and Suspension

1. You may terminate your Account at any time by contacting us at support@hortplus.com.
2. We may suspend or terminate your access to our Website or Services immediately and without notice if:
   1. you breach these Terms;
   2. we reasonably suspect fraudulent, unlawful, or harmful activity;
   3. you fail to pay fees when due; or
   4. we are required to do so by law or court order.
3. Upon termination:
   1. your right to use our Website and Services ceases immediately;
   2. you must stop using our Website and Services and delete any downloaded materials;
   3. we may delete your Account and associated data; and
   4. accrued rights and obligations survive termination.

12. Force Majeure

1. No party will be liable for any failure or delay in complying, wholly or in part, with any obligation under these Terms if:
   1. the failure or delay arises from a cause beyond that party's reasonable control and without that party's fault and such party could not take reasonable measures to prevent or mitigate the effects of such cause ("Force Majeure Event");
   2. that party promptly gives the other party written notice providing details of the nature, expected duration and effect of the Force Majeure Event and keeps the other party informed of any changes in the nature of the Force Majeure Event and of the cessation of the Force Majeure Event;
   3. that party uses reasonable endeavours to mitigate the effects of the Force Majeure Event on that party's obligations under these Terms.
2. Nothing in clause 12.1 will excuse a party from any obligation to make a payment when due under these Terms.
3. Subject to clause 12.4, no Force Majeure Event will operate to extend or terminate these Terms. Performance under these Terms will resume as soon as possible to the greatest extent possible following the end or amelioration of the Force Majeure Event.
4. If we are unable to comply with any obligation under these Terms as a result of a Force Majeure Event for 20 consecutive business days or for an aggregate of 45 business days in any six-month period, you may terminate your use of our Services by giving written notice to us. Termination under this clause will not prejudice the rights of any party in respect of any matter occurring prior to termination.

13. Settlement of Disputes

1. You must, as soon as reasonably practicable, give us notice of any dispute arising in respect of, or in connection with, these Terms (including the validity, breach or termination of these Terms) ("Dispute").
2. We will endeavour to resolve the Dispute within 10 business days of receipt of notice of the Dispute through direct communication between the parties.
3. If we are unable to resolve the Dispute within 10 business days, the parties will attempt to resolve the Dispute in good faith using mediation or some other agreed form of alternative dispute resolution.
4. If the parties do not agree within 10 business days on the dispute resolution procedure, its timetable, the mediator and his or her remuneration, the parties must:
   1. attempt to resolve the Dispute by mediation; and
   2. request the Chair of the Resolution Institute to appoint a mediator within five business days and determine his or her remuneration.
5. Either party may seek other remedies if the Dispute is not resolved by mediation within 20 business days.
6. Each party must pay its own costs for resolving a Dispute, but the remuneration of a mediator must be shared equally.
7. Notwithstanding anything in this clause 13, either party may commence court proceedings in relation to any Dispute at any time where that party seeks urgent interlocutory relief.

14. General Provisions

Communications

1. We may communicate with you by email, through the Website, or by posting notices on our Website. You agree this satisfies all legal requirements for written communications.
2. Communications to us should be sent to support@hortplus.com unless otherwise specified.

Governing Law and Jurisdiction

1. These Terms are governed by New Zealand law. Any disputes arising from these Terms or your use of our Website or Services will be subject to the non-exclusive jurisdiction of the New Zealand courts.

Waiver

1. Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

Severability

1. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will continue to apply in full force and effect.

Assignment

1. You may not assign or transfer your rights under these Terms without our written consent. We may assign our rights and obligations under these Terms without restriction.

Entire Agreement

1. These Terms (together with our Privacy Policy) constitute the entire agreement between you and us regarding your use of our Website and Services and supersede all prior agreements and understandings.

Survival

1. Provisions that by their nature should survive termination (including intellectual property rights, liability limitations, indemnification obligations, and governing law) will continue to apply after these Terms end.

15. Contact Information

If you have any questions about these Terms, please contact us:

Email: support@hortplus.com

Post: HortPlus, Level 1, 12 Johnston Street, Wellington, New Zealand