Membership Terms and Conditions

Version 2.0 · Effective 11 July 2026

1. Application and Acceptance of these Terms

1.1 These Terms and Conditions (“Terms”) govern every ThinkSafe Membership and all access to and use of the ThinkSafe Platform, App, Materials, and Services. They form a binding agreement between ThinkSafe Limited (“ThinkSafe”, “we”, “us”) and the Member.

1.2 The Member accepts these Terms by any of the following: completing the online registration or sign-up process and confirming acceptance; signing or electronically accepting a membership form or proposal that refers to these Terms; paying, or authorising payment of, any Membership Fee or instalment; or accessing or using the Platform, App, or Materials. Electronic acceptance is valid and enforceable under Part 4 of the Contract and Commercial Law Act 2017.

1.3 The person accepting these Terms on behalf of a company, trust, partnership, or other entity warrants that they are authorised to bind that entity.

1.4 The Membership is supplied to, and acquired by, the Member in trade and for business purposes. The parties agree that the Consumer Guarantees Act 1993 does not apply, and that they contract out of sections 9, 12A, and 13 of the Fair Trading Act 1986 to the maximum extent permitted by section 5D of that Act. The parties confirm this contracting out is fair and reasonable given the business-to-business nature of the Membership.

1.5 Free trials: access to or use of the Platform, App, or Materials during a free trial expressly identified as such by ThinkSafe does not commence a paid Membership and does not create any obligation to pay a Membership Fee. A paid Membership commences only when the Member completes a paid sign-up, accepts a written proposal or order, authorises payment, or otherwise expressly confirms that it wishes to commence a paid Membership.

1.6 Overseas Members: where the Member is based outside New Zealand or signs up through www.thinksafe.global: (a) the Materials, Platform, and advisory support are prepared for general use by reference to the health and safety legislation of the jurisdiction identified by the Member at sign-up. The Member is responsible for ensuring that the jurisdiction it identifies is correct, and remains solely responsible for verifying that the Materials are suitable for its specific operations and circumstances and for its compliance with the laws that apply to it. The Materials do not constitute legal advice; (b) any taxes or duties imposed in the Member’s jurisdiction are the Member’s responsibility; (c) clause 1.4 applies to the consumer protection legislation of the Member’s jurisdiction to the maximum extent permitted by that legislation; and (d) these Terms remain governed by New Zealand law and subject to clause 13 wherever the Member is located.

2. Definitions

2.1 “Member” means the legal entity or individual that holds the ThinkSafe Membership and, where an individual accepts these Terms on behalf of an entity, that entity.

2.2 “Authorised User” means an individual whom the Member permits to access or use the Platform, App, Materials, or Services. The Member is responsible for the acts and omissions of its Authorised Users as if they were the acts and omissions of the Member.

2.3 “Membership Year” means each twelve (12) month period commencing on the Commencement Date or an anniversary of it.

2.4 “Commencement Date” means the date the Member’s paid Membership commences under clause 1.5, or such other start date recorded by ThinkSafe at sign-up. A free trial period does not form part of a Membership Year.

2.5 “Membership Fee” or “Fee” means the annual fee for the Membership as set out in the fee schedule on the Website or Platform or as otherwise agreed, whether paid annually in advance or by monthly instalments under clause 5.

2.6 “Platform” means ThinkSafe’s online health and safety management system, including the ThinkSafe App and any shared folders or portals through which Materials are made available.

2.7 “Materials” means all documentation, templates, safe operating procedures, frameworks, registers, tools, and other resources made available to the Member, in any form, digital or physical.

2.8 “Services” means the services described in clause 3.1, together with any additional services ThinkSafe elects to provide.

2.9 “Member Data” means all data, records, reports, photographs, signatures, and information submitted to or generated in the Platform by or on behalf of the Member, including completed health and safety records.

2.10 “Working day” means a day other than a Saturday, Sunday, or public holiday in New Zealand.

2.11 “Website” means www.thinksafe.co.nz and www.thinksafe.global, and any replacement or associated ThinkSafe website notified to the Member.

3. Nature of the Membership — Annual Retainer for Availability

3.1 The ThinkSafe Membership is an annual licensed membership comprising three components: (a) access to the Platform and App; (b) a licence to use the Materials, including ThinkSafe’s proprietary and professionally maintained health and safety documentation; and (c) on-call advisory and support services, including ongoing health and safety advice, incident support, and assistance with pre-qualification questionnaires.

3.2 The Membership Fee is a fixed annual retainer paid for the continuous availability of the components in clause 3.1 throughout the Membership Year. The Fee is earned by ThinkSafe making those components available to the Member, and is payable in full whether or not the Member uses the Platform, accesses the Materials, or calls on the advisory services in any given period.

3.3 For the avoidance of doubt, non-use or low use of the Membership by the Member: (a) is not a failure by ThinkSafe to perform this Agreement; (b) does not entitle the Member to any refund, credit, or reduction of the Fee; and (c) is not grounds for early cancellation during the current Membership Year, or for disputing any invoice.

3.4 ThinkSafe may add to, improve, or reasonably vary the Services and Materials from time to time. ThinkSafe will not materially reduce the core Services purchased by the Member during a Membership Year unless an equivalent replacement is provided. The list of included services on the Website is not exhaustive.

3.5 The Member acknowledges that the Platform, App, and Materials are configurable business tools, and that the Member is responsible for satisfying itself, before and during the Membership, that they are suitable for its own operations. The Member’s subjective assessment of the suitability of, or its satisfaction with, the Platform, App, or Materials is not a ground for withholding payment of any Fee or for disputing any invoice.

3.6 Performance concerns: if the Member considers that the Platform, App, Materials, or Services are not performing as described, the Member must notify ThinkSafe in writing, with reasonable particulars, promptly and in any event within ten (10) working days of becoming aware of the concern. ThinkSafe will investigate and use reasonable endeavours to remedy any substantiated concern within a reasonable time. Continued use of the Platform, App, or Materials without a written notice under this clause may be relied upon by ThinkSafe as evidence that the Member did not consider performance to be deficient at that time. This clause does not exclude any right or defence that cannot lawfully be excluded.

4. Term, Renewal and Cancellation

4.1 The Membership is for a minimum term of one Membership Year and renews automatically for a further Membership Year on each anniversary of the Commencement Date.

4.2 ThinkSafe will send a renewal notice by email at least twenty-three (23) days before each renewal date.

4.3 If the Member does not wish to renew, the Member must notify ThinkSafe in writing by email at least seven (7) days before the renewal date, time being of the essence. If the Member does not give notice in accordance with this clause, the renewal for the ensuing Membership Year is legally binding and the Fee for that year is payable in full.

4.4 Early Cancellation: the Member may cancel within thirty (30) days of the Commencement Date by email. An administration fee of $250.00 plus GST applies. On cancellation under this clause, the Member’s licence to the Materials ends immediately, and the Member must, within seven (7) days, permanently delete or destroy all Materials it has downloaded, exported, copied, or printed during the Membership, and must confirm in writing that it has done so if ThinkSafe so requests. Any retention or use of the Materials after cancellation under this clause is a breach of copyright and of this Agreement, and ThinkSafe may, without limiting its other rights and remedies, charge the Member the one-off access fee under clause 16 as the price of the licence retained, with credit given for any Membership Fee paid and not refunded. Clause 9.3 otherwise applies to cancellation under this clause.

4.5 Other than under clause 4.4, cancellation takes effect at the end of the then-current Membership Year. No refund is payable for any part of a Membership Year, and where the Member pays by instalments, all remaining instalments for the current Membership Year remain payable in accordance with clause 5.

4.6 Prequalification: where the Member uses the Materials, the Platform, or ThinkSafe’s support to obtain or maintain a prequalification, accreditation, or tender registration, the Member’s licence to rely on that submission continues only while the Membership continues. If the prequalification, accreditation, or registration is granted for a period longer than the current Membership Year, the Member must either (a) maintain its Membership for the duration of that period; or (b) on cancellation, withdraw the submission and cease relying on the Materials for that prequalification. If the Member does neither, the Membership Fees for the balance of that period remain payable. ThinkSafe may not recover the same loss twice under this clause.

4.7 Acceptance on renewal: on each renewal, the Member accepts the renewed term and the Terms then current, and is bound by them, by any of the following: paying all or part of a renewal invoice; continuing to access the Platform or App; or continuing to use the Materials. Where the Member has held a Membership in a prior year, the Member is taken to be aware of these Terms, which apply to each renewed term and are available at all times on the Website and are referred to in each renewal notice and invoice.

5. Fees, Billing and Payment

5.1 The Membership Fee for each Membership Year is payable in advance and in full on acceptance of these Terms and on each renewal, unless the Member has elected to pay by monthly instalments under clause 5.3.

5.2 ThinkSafe may adjust the Fee with effect from the next renewal date by notifying the Member no later than the renewal notice under clause 4.2.

5.3 Instalment option: where offered, the Member may pay by twelve (12) equal monthly instalments at the instalment pricing published at sign-up. Where the Member pays by instalments, the annual Fee for the Membership Year is the total of those twelve instalments, which may be higher than the fee for payment annually in advance. The instalment option is a payment plan for the annual Fee only. It does not create a month-to-month membership, and the Member’s obligation remains the full annual Fee for the Membership Year.

5.4 Where the Member elects or is required to pay by payment card or direct debit, the Member must maintain a valid payment card or direct debit authority on file for the term of the Membership. The Member authorises ThinkSafe to charge the stored card or debit authority for any amount due under this Agreement, including each instalment and each renewal Fee on its due date, and any accelerated balance under clause 5.5. Cancelling or reversing a card or direct debit authority does not cancel the Membership, is not notice under clause 4.3, and does not affect the Member’s payment obligations.

5.5 If any instalment is not paid by its due date and remains unpaid seven (7) days after written notice, the balance of the annual Fee for the current Membership Year becomes immediately due and payable.

5.6 Overdue amounts accrue interest at 1.5% per month, calculated daily from the due date until payment, both before and after any judgment.

5.7 The Member must pay all costs reasonably incurred by ThinkSafe in recovering any overdue amount, including debt collection agency fees and legal costs on a solicitor and own client basis.

5.8 Postage and packaging of physical Materials (where applicable) are payable by the Member. All Fees are stated exclusive of GST and any other applicable taxes or duties unless expressly stated otherwise, and are payable in the currency stated at sign-up or in the applicable invoice.

6. Invoice Queries and Disputes — Deemed Acceptance

6.1 If the Member disputes all or part of any invoice, the Member must notify ThinkSafe in writing within ten (10) working days of the invoice date, specifying in reasonable detail the amount disputed and the grounds of the dispute.

6.2 If the Member does not give notice in accordance with clause 6.1, the invoice is treated as accepted by the Member and is payable in full, and ThinkSafe may rely on the absence of a timely and particularised query as evidence that the invoice was accepted. Nothing in this clause excludes any right or defence that cannot lawfully be excluded.

6.3 The Member must pay any undisputed portion of an invoice by its due date regardless of any dispute over the balance. Raising a dispute does not suspend the Member’s payment obligations, or the accrual of interest, on undisputed amounts.

6.4 Where a dispute is properly raised under clause 6.1, ThinkSafe will consider the stated grounds and respond in writing. If ThinkSafe rejects the dispute and the parties do not resolve it, ThinkSafe may proceed with any lawful recovery process. ThinkSafe may rely on any failure by the Member to provide further substantive grounds within five (5) working days of that response as evidence relevant to that process. Nothing in this clause excludes any right or defence that cannot lawfully be excluded.

6.5 A query raised for the first time after referral to a collection agency, or after legal proceedings or a statutory demand have been commenced, is inconsistent with clause 6.1. ThinkSafe may rely on the timing and particularity of any query, and on any failure to comply with this clause 6, as evidence in support of any recovery step it takes.

7. Notices and Electronic Communications

7.1 Notices under this Agreement may be given by email. Notices to ThinkSafe must be sent to info@thinksafe.co.nz (or such other address as ThinkSafe notifies). Notices to the Member may be sent to any email address provided by the Member or used by the Member in correspondence with ThinkSafe.

7.2 The parties expressly agree that an email sent by ThinkSafe to an email address provided by the Member, or used by the Member in correspondence with ThinkSafe, is deemed received by the Member at the time it enters the Member’s information system, unless it is returned to ThinkSafe as undeliverable. Delivery to a spam or junk folder, or the Member’s failure to open or read an email, does not prevent or delay receipt. The Member designates each email address it provides to ThinkSafe, or uses in correspondence with ThinkSafe, as an information system for receiving notices under this Agreement. This is an agreed contractual deeming provision and applies in addition to Part 4 of the Contract and Commercial Law Act 2017.

7.3 The Member must keep its contact details, including email addresses, current at all times and is responsible for the consequences of failing to do so.

8. Suspension and Termination by ThinkSafe

8.1 ThinkSafe may suspend the Member’s access to all or part of the Platform, App, Materials, and Services if any amount is overdue, if the Member breaches these Terms, misuses the Services, or if ThinkSafe reasonably considers suspension necessary for security, legal, technical, or operational reasons.

8.2 Because the Fee is a retainer for availability under clause 3, suspension for non-payment does not relieve the Member of its obligation to pay the Fee, and the Fee continues to accrue during any suspension caused by the Member’s default.

8.3 ThinkSafe may terminate the Membership by notice if the Member commits a material breach of these Terms and fails to remedy that breach within ten (10) working days after receiving written notice specifying the breach. ThinkSafe may terminate immediately where the breach cannot reasonably be remedied, or involves fraud, serious misuse, unlawful conduct, or a material security risk, or where any step is taken to appoint a receiver, liquidator, administrator, or similar officer over the Member or its assets. Non-payment is dealt with under clause 5.5.

8.4 Except where the Member terminates under clause 8.5, on termination all amounts invoiced or accrued to the date of termination, including the balance of the Fee for the current Membership Year, remain payable. Termination is without prejudice to either party’s accrued rights and remedies.

8.5 The Member may terminate the Membership by written notice if ThinkSafe commits a material breach of these Terms and fails to remedy that breach within twenty (20) working days of written notice from the Member specifying the breach. On termination under this clause, ThinkSafe will refund the portion of the Fee paid that relates to the remainder of the Membership Year.

9. Intellectual Property, Licence and Post-Termination Obligations

9.1 ThinkSafe owns the Platform, App, Materials, software, templates, and all of its pre-existing intellectual property, including the ThinkSafe name, logo, and website content. The Member owns all Member Data. Combining Member Data with ThinkSafe intellectual property does not transfer ownership of either party’s property: Member Data remains the Member’s, and the underlying ThinkSafe templates, formats, and Materials remain ThinkSafe’s.

9.2 The Membership grants the Member a non-exclusive, non-transferable licence to use and reproduce the Materials for the Member’s internal health and safety purposes. The licence is for one legal entity, together with any additional entities expressly identified in the applicable proposal or order. The Member may provide relevant Materials to its employees, workers, contractors, professional advisers, auditors, clients, regulators, and prequalification assessors where reasonably necessary for those purposes. The Member must not sell, sublicense, commercially distribute, or provide the Materials for the benefit of another business without ThinkSafe’s prior written permission.

9.3 On cancellation or termination: the Member’s licence expires; access to the Platform ceases at the end of the export period in clause 9.4; the Member must stop using the Materials and must destroy or return all blank or unused ThinkSafe Materials (digital and physical) within seven (7) days; and any continued use of the Materials after that date is a breach of copyright and of this Agreement. The Member may retain completed workplace records, and any records it is required to keep by law, including where those records incorporate a ThinkSafe format, but may not reuse ThinkSafe templates or Materials for any new purpose.

9.4 The Member may access and export its Member Data for thirty (30) days after expiry or termination of the Membership. After that period ThinkSafe may delete Member Data from its active systems, with backups deleted in the ordinary backup cycle, except where ThinkSafe is required to retain records by law or for the purposes of a dispute. The Member is responsible for exporting its Member Data within that period.

10. Confidentiality and Privacy

10.1 Each party must keep the other’s confidential information confidential and use it only for the purposes of this Agreement, except where the information is public knowledge, lawfully obtained from a third party, already known to the recipient, or required to be disclosed by law. These obligations survive termination.

10.2 ThinkSafe collects and handles personal information in accordance with the Privacy Act 2020 and its privacy policy published on the Website, which the Member accepts by accepting these Terms. The Member confirms it is lawfully entitled to disclose any personal information it provides to ThinkSafe, and remains responsible for its own compliance with any privacy or data protection laws that apply to personal information the Member collects, including any overseas laws.

11. Service Availability, Guidance Materials and Disclaimer

11.1 Access to the Platform depends on factors outside ThinkSafe’s control, including internet and telecommunications services and third-party hosting providers. ThinkSafe will use reasonable endeavours to provide continuous access but does not warrant that the Platform will be uninterrupted, timely, secure, or error-free. Subject to clause 12, ThinkSafe is not liable for unavailability caused by circumstances outside its reasonable control.

11.2 The Materials, including safe operating procedures, templates, and frameworks, are general guidance and must be reviewed and adapted by the Member to suit its specific workplace, risks, and legal obligations. They do not constitute professional advice, a detailed risk assessment, or a guarantee of legislative compliance.

11.3 The Member, as the Person Conducting a Business or Undertaking (PCBU), remains solely responsible for ensuring that work is carried out safely and in accordance with the Health and Safety at Work Act 2015, relevant regulations, and applicable industry standards. Subject to clause 12, ThinkSafe is not responsible for decisions made by the Member, or for the Member’s implementation or application of any resource, where that implementation or application is outside ThinkSafe’s control.

12. Limitation of Liability and Indemnity

12.1 To the maximum extent permitted by law, ThinkSafe is not liable to the Member or any other person for any indirect or consequential loss, or for loss of revenue, profit, goodwill, data, or business opportunity, arising out of or in connection with this Agreement, the Platform, or the Materials, whether in contract, tort (including negligence), statute, or otherwise.

12.2 ThinkSafe’s total aggregate liability arising out of or in connection with this Agreement in any Membership Year is limited to the Fees actually paid by the Member in the twelve (12) months preceding the event giving rise to the liability.

12.3 Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

12.4 The Member indemnifies ThinkSafe, its directors, employees, and agents against third party claims, and against losses and costs (including reasonable legal costs) arising from those claims, caused by the Member’s or its Authorised Users’ use or misuse of the Platform or Materials, breach of these Terms, or infringement of any third party’s rights. This indemnity does not apply to the extent the claim, loss, or cost is caused by ThinkSafe’s own breach, negligence, or unlawful conduct.

13. Governing Law, Dispute Resolution and Enforcement

13.1 These Terms are governed by New Zealand law and the parties submit to the exclusive jurisdiction of the New Zealand courts and tribunals.

13.2 Nothing in this Agreement requires ThinkSafe to submit any claim for recovery of unpaid Fees or other amounts to arbitration or mediation. ThinkSafe may pursue recovery by any lawful method at its election, including the Disputes Tribunal, the District Court or High Court, a statutory demand under section 289 of the Companies Act 1993, or referral to a debt collection agency.

13.3 Where an invoice is treated as accepted under clause 6, ThinkSafe may rely on that acceptance, and on the Member’s compliance or non-compliance with clause 6, as evidence in support of any recovery step it takes.

14. Changes to these Terms

14.1 ThinkSafe may update these Terms from time to time. The current Terms are published on the Website at all times. Updated Terms take effect for each Member from the start of that Member’s next Membership Year, provided a link to the current Terms is included in or with the renewal notice sent under clause 4.2. In accordance with clause 4.7, the Member accepts the Terms then current by renewing, by paying a renewal invoice, or by continuing to access the Platform or use the Materials after the renewal date.

14.2 Changes required by law, or changes that do not disadvantage the Member, may take effect earlier on notice to the Member.

15. General

15.1 Entire agreement: these Terms, together with any applicable proposal or order, the fee schedule, the sign-up form, and any expressly incorporated product or service schedule, record the entire agreement between the parties on their subject matter and supersede all prior agreements and representations. If there is any inconsistency, a proposal or order expressly accepted by both parties takes priority, followed by these Terms, then the fee schedule or Website description.

15.2 Force majeure: neither party is liable for failure to perform (other than an obligation to pay money) caused by events beyond its reasonable control.

15.3 Severance: if any provision is held invalid or unenforceable, it is to be read down or severed to the minimum extent necessary, and the remaining provisions continue in full force.

15.4 No waiver: a failure or delay by ThinkSafe in exercising any right is not a waiver of that right.

15.5 Assignment: the Member may not assign or transfer the Membership without ThinkSafe’s prior written consent. ThinkSafe may assign or transfer its rights and obligations to an affiliate, to a financier as security, or in connection with a genuine sale or restructure of its business.

16. Alternative One-Off Access Option

16.1 As an alternative to the annual Membership, a business may request one-off access to the complete ThinkSafe Health and Safety Management System and associated documentation, tools, and resources for a fixed price of $5,000.00 plus GST.

16.2 On payment in full, ThinkSafe grants the purchaser a perpetual, non-exclusive, non-transferable licence to use and adapt the Materials supplied at the time of purchase, solely for the purchaser's internal business purposes. Ownership of the Materials and all underlying intellectual property remains with ThinkSafe. The purchaser may provide relevant Materials to its workers, contractors, advisers, auditors, clients, regulators, and prequalification assessors where reasonably necessary for those internal purposes, but must not resell, sublicense, commercially distribute, or provide the Materials for the benefit of another business. The purchase does not include ongoing updates, access to the Platform or App, advisory services, prequalification support, technical support, or future additions or enhancements. It is non-refundable and non-transferable, is supplied in trade, and any future services or upgrades require a separate agreement and additional cost. Clauses 1.3, 1.4, 7, 9.1, 10, 11, 12, 13, and 15 apply to any purchase under this clause 16 as if the purchaser were the Member.