Terms of Service

These Terms of Service ("Terms", "Agreement") govern access to and use of the LeadSmith Assistant software application and related services (the "Service") provided by TriLoch Solutions Limited ("TriLoch", "we", "us"). By creating an account or using the Service, you ("Customer", "you") agree to be bound by these Terms. If you are agreeing on behalf of a business or organisation, you represent that you have authority to bind that organisation.

Please also review our Privacy Policy, available at https://leadsmithassist.com/privacy-policy.html, which explains how we collect, use, and disclose personal information. Where Customer identifies as a healthcare organisation during signup, our Health Information Terms, available at https://leadsmithassist.com/healthcare-addendum.html, also form part of this Agreement — see Section 13 below.

1. Company Information

TriLoch Solutions Limited

NZBN 9429053960641

Email: [email protected]

2. Accounts and Passwords

You must be a registered user to access the Service and must provide accurate, up-to-date, and complete information when registering. You are solely responsible for keeping your password secure and for all activity that occurs under your account. You must notify us immediately of any unauthorised access to, or use of, your account.

3. Acceptable Use

The Service is made available to you, your organisation, and your staff for your internal business purposes only. You warrant that you have all rights, licences, authorisations, notices, and consents required to submit data to the Service ("Customer Data"), and that your use of the Service complies with all applicable laws, including privacy and health-information laws. TriLoch may, on reasonable prior notice and no more than reasonably necessary, request information demonstrating compliance with these Terms, but will not access Customer Data for an audit except where necessary to investigate a credible security, legal, or material contractual issue. Customer must not submit protected health information regulated by HIPAA, or health information regulated outside New Zealand or Australia, unless TriLoch has expressly agreed in writing to support that jurisdiction and the parties have entered any agreement required by law, including a HIPAA business associate agreement where applicable. Unauthorised use of the Service may breach applicable law and may result in civil or criminal penalties.

4. Fees and Billing

Subscription fees, billing frequency, and payment methods are set out at the time you subscribe to the Service. Billing is processed by Stripe via its hosted checkout. All fees are exclusive of GST and other applicable taxes unless stated otherwise. We may change our fees in accordance with Section 14.4, with any change taking effect from your next billing period.

5. Customer Data and Intellectual Property

(a) TriLoch claims no intellectual property rights over Customer Data. As between the parties, Customer owns Customer Data.

(b) TriLoch owns all right, title, and interest in and to the Service itself, including all intellectual property rights in the underlying software, and this Agreement does not transfer any of those rights to Customer.

(c) Customer grants TriLoch a limited licence to host, process, and otherwise use Customer Data solely to provide the Service and as described in our Privacy Policy.

(d) Customer authorises TriLoch to make Customer Data available to subprocessors only as described in the Privacy Policy and subject to the safeguards and cross-border requirements stated there and in Applicable Privacy Law.

6. Cancellation and Termination

(a) You may cancel your account at any time through your account settings. Cancellation takes effect at the end of your current billing period unless otherwise stated.

(b) Following cancellation or termination, Customer Data is retained and then deleted in accordance with our Privacy Policy. We recommend exporting any data you wish to keep before cancelling.

(c) TriLoch may suspend or terminate your account for non-payment or breach of these Terms, giving notice where reasonably practicable in the circumstances.

(d) TriLoch may also suspend or terminate the Service, or any part of it, on reasonable notice, except where immediate suspension is necessary to protect the security of the Service or other customers. Where TriLoch terminates other than for Customer's breach, TriLoch will refund any subscription fees covering the unused remainder of Customer's then-current billing period.

7. No Warranty

Except as expressly stated in these Terms, the Service is provided on an "as is" and "as available" basis. To the maximum extent permitted by law, TriLoch disclaims all warranties, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement, and does not warrant that the Service will be uninterrupted, error-free, or entirely secure.

8. Limitation of Liability

To the maximum extent permitted by law:

(a) TriLoch's total aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence), equity, or otherwise, is limited to the total subscription fees paid by Customer to TriLoch in the 12 months immediately preceding the event giving rise to the claim;

(b) TriLoch is not liable for any indirect, special, incidental, consequential, or punitive damages, or for loss of profits, revenue, business, goodwill, or data, even if TriLoch has been advised of the possibility of such loss; and

(c) Nothing in this Section 8 limits TriLoch's liability for fraud, wilful misconduct, or any other liability that cannot lawfully be limited or excluded.

9. Indemnification

Customer will indemnify TriLoch and its officers, directors, employees, and agents against third-party claims, and resulting losses and reasonable legal expenses, to the extent caused by: (a) Customer's unlawful collection or provision of Customer Data; (b) Customer's material breach of these Terms; (c) Customer's material failure to comply with applicable law; or (d) Customer's or its authorised users' wilful misconduct or negligent use of the Service. The indemnity does not apply to the extent the claim was caused by TriLoch's breach, negligence, wilful misconduct, or violation of law.

10. Statutory Rights

Nothing in these Terms excludes, restricts, or modifies any right or remedy that cannot lawfully be excluded, restricted, or modified, including rights under the Fair Trading Act 1986 (New Zealand) or the Australian Consumer Law under the Competition and Consumer Act 2010 (Cth). If Customer acquires the Service in trade, the parties agree that the Consumer Guarantees Act 1993 does not apply to the maximum extent permitted, and agree that this exclusion is fair and reasonable. Where applicable legislation permits TriLoch to limit the manner or extent of its liability, TriLoch's liability is limited as set out in Section 8.

11. Confidentiality

Each party will keep the other's confidential information confidential and use it only to perform this Agreement. This obligation does not apply to information that is public other than through breach, was lawfully known without restriction, is independently developed, or is lawfully received from a third party without restriction. A party may disclose confidential information to its personnel and professional advisers who need to know it and are bound by confidentiality, or where required by law after giving advance notice where lawful. On request or termination, each party will return or destroy the other's confidential information, subject to legal retention and routine backup processes.

12. Data Hosting and Transfer

The Service may store or process Customer Data outside New Zealand or Australia. Hosting and support locations and applicable safeguards are described in the Privacy Policy and current subprocessor list and, for healthcare organisations that have executed one, Schedule C of the Data Processing & Health Information Agreement. Customer remains responsible for assessing its own cross-border disclosure obligations, and TriLoch will provide information reasonably required for that assessment.

13. Healthcare Organisations

If Customer identifies as a healthcare organisation during signup, our Health Information Terms form part of this Agreement in addition to these Terms and apply to the Personal Information and Health Information Customer submits to the Service. Where the Health Information Terms specifically address a matter also addressed in these Terms, the Health Information Terms govern that matter for Customers in Healthcare compliance mode; otherwise, these Terms continue to apply.

14. General

14.1 Assignment

Customer may not assign or transfer its rights or obligations under these Terms without TriLoch's prior written consent, not to be unreasonably withheld or delayed. TriLoch may assign these Terms to an affiliate or in connection with a merger, reorganisation, acquisition, or sale of all or substantially all relevant assets, provided the assignee assumes TriLoch's obligations and TriLoch gives Customer notice. Any other assignment by TriLoch requires Customer's prior written consent, not to be unreasonably withheld or delayed.

14.2 Force Majeure

Neither party is liable for any delay or failure to perform its obligations under these Terms if the delay or failure results from an event beyond that party's reasonable control.

14.3 Severability

If any provision of these Terms is found invalid or unenforceable, that provision will be read down or severed to the extent necessary, and the remaining provisions will continue in full force.

14.4 Amendment of These Terms

TriLoch may amend these Terms at any time, for any reason, including to reflect changes to the Service, changes in law or regulatory guidance, changes to our fees, or changes in our business operations.

(a) Where an amendment is not material — for example, correcting an error, clarifying existing wording, or reflecting a change that does not adversely affect Customer's rights — it takes effect when the updated Terms are published, and the "Last updated" date will be revised accordingly.

(b) Where an amendment is material and adversely affects Customer, TriLoch will give Customer at least 30 days' notice before it takes effect, by email to the account's registered address or by notice within the Service.

(c) If Customer does not accept a material amendment, Customer may cancel its account at any time before the amendment takes effect and will receive a refund of any subscription fees covering the unused remainder of its then-current billing period. Cancelling on this basis does not attract any termination fee or other charge.

(d) TriLoch may make an amendment effective immediately, without the notice period in 14.4(b), where the amendment is required to comply with law or a regulator's direction, or is necessary to address a security risk. TriLoch will notify Customer of any such amendment as soon as reasonably practicable afterwards.

(e) Continuing to use the Service after an amendment takes effect constitutes acceptance of the amended Terms.

14.5 Entire Agreement

These Terms and, where applicable, the Health Information Terms constitute the entire agreement between Customer and TriLoch regarding the Service and supersede prior agreements on that subject.

14.6 Governing Law

These Terms are governed by the laws of New Zealand. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New Zealand in respect of any dispute arising out of or in connection with these Terms.

14.7 Acceptance and Records

Customer accepts these Terms by checking the acceptance box presented at signup.

15. Questions

If you have any questions about these Terms, please contact us at [email protected].

Version 1.1· Last updated: 21/10/2026