Shedtally Terms for the founding trial
These terms are a contract between Sebastian Boardman, trading as Shedtally ("Shedtally", "we", "us") and the business that signs up for Shedtally ("you"). You can contact us through Get help in the app, or by email at the contact email shown under Get help in the app. That's a temporary address until Shedtally's own email is set up; we'll tell you when it changes. They apply to trials and paid plans during the founding period. When Shedtally Limited is incorporated, we'll transfer these terms to it (clause 19.5). Nothing else about them changes because of the transfer.
In short: you get a 6-week free trial, then pay monthly, per truck on your plan, and you can cancel any time. Founding customers (by invitation) pay $49 a truck, locked for 24 months. If your trial ends without a plan, or you cancel, your account becomes read-only for 6 months: you can still see and export everything, and choosing a plan unlocks it. After 6 months the data is deleted. We'll warn you 30 days and 7 days before. Your data stays yours, stored in New Zealand, and you can export it whenever you like. We aim for 99.5% uptime but don't guarantee it. Shedtally keeps records; it doesn't do your legal jobs for you (pay, logbooks, WorkSafe). Each side's liability is capped at what you've paid us in the last 12 months. These summary boxes help you read the terms. The clauses are what count.
1. Accepting these terms
1.1 You accept these terms by ticking the box during sign-up, by signing an order or trial letter that refers to them, or by continuing to use Shedtally after we've told you about a new version (clause 7).
1.2 The person who accepts confirms that they have authority to bind the business named in the account.
1.3 Business use only. Shedtally is for businesses. By accepting, you confirm that you're acquiring Shedtally for the purposes of a business, and that you're in trade. If you're not, please don't sign up.
1.4 We keep a record of who accepted, when, from which account and which version of these terms. That record is evidence of the contract (Contract and Commercial Law Act 2017, Part 4).
2. Definitions
Account means your Shedtally account and the workspace that holds your data.
Customer Data means all data, including personal information, that you or your Users put into Shedtally or that Shedtally generates from it (for example dockets, photos, hours, rates and reports).
Plan means the subscription plan, modules, limits and price you chose, as shown in your Account or an order.
Service means the Shedtally software as a service, its apps and its documentation.
User means a person you allow to use the Service under your Account: your staff, drivers and contractors, your customers through the portal, subcontractors through a job link, and any accountant, bookkeeper or other adviser you invite (an Advisor).
3. The Service
3.1 We'll provide the Service to you for your Plan, for the term of your subscription.
3.2 You may let your Users use the Service for your business. You're responsible for what they do in it, as if you had done it yourself.
3.3 We may improve and change the Service. We won't make a change that materially reduces the core features of your Plan during a paid period without giving you 30 days' notice and the right to cancel and receive a refund of any prepaid fees for the unused period.
3.4 Trials. Your free trial lasts 6 weeks (42 days) from the day you sign up, unless your trial letter says otherwise. We may end a free trial early on 5 business days' notice. If you haven't chosen a paid Plan by the end of the trial, your Account becomes read-only under clause 15.3. You can choose a Plan at any time to unlock it, with your data as you left it.
3.5 Advisors (your accountant or bookkeeper). You may invite an Advisor to your Account. An Advisor seat:
(a) is read-only, and free;
(b) shows only your money view (including figures from Xero), your hours and payroll records, and your payroll exports. It never shows dockets, photos, messages, inductions, or health and safety records. Pay rates and gross pay are shown only if you allow it when you invite the Advisor (you can change this at any time);
(c) needs two-factor sign-in, and the Advisor must accept our Advisor Terms of Use before seeing anything;
(d) is invited and removed only by your Account owner. You can remove it at any time, and access stops straight away; and
(e) is logged: every view and export by an Advisor is recorded in your Account's audit log, which your owner can see. The audit records are kept with your Customer Data and deleted with it under clause 15.
You're responsible for your Advisor's use of the Account (clause 3.2). Before inviting one, tell your staff that the Advisor can see their pay and hours records (clause 4.1(g)).
4. Your responsibilities
4.1 You'll:
(a) keep sign-in details secure, and tell us promptly if you think an Account has been misused;
(b) only add Users you're entitled to add, and remove them when they leave;
(c) make sure Customer Data is accurate, and that you have the right to put it into Shedtally;
(d) comply with the laws that apply to your business, including the Privacy Act 2020, employment law and health and safety law;
(e) tell your staff, before they start using Shedtally, what it records about them and why (we provide a template notice you can use);
(f) check the records Shedtally produces before relying on them for pay, invoices or legal reporting;
(g) if you invite an Advisor, tell your staff before the Advisor is given access to their information, and remove the Advisor's access when it's no longer needed; and
(h) make sure your portal users and subcontractors use the portal and job links only for their dealings with you (we show them a short notice on screen).
5. Acceptable use
5.1 You won't, and won't let anyone else:
(a) use the Service unlawfully, or to store or send unlawful, defamatory or infringing material;
(b) try to access another customer's data, or probe, scan or test the Service's security, except with our written permission (ask us through Get help in the app or at the contact email shown under Get help in the app);
(c) overload or disrupt the Service, including by automated scraping or load testing;
(d) copy, modify, reverse-engineer or create derivative works of the Service, except to the extent the law allows despite this clause;
(e) resell, sublicense or provide the Service to anyone other than your Users;
(f) upload malicious code;
(g) use the Service, or any non-public information about it (including its screens, workflows, data structures, documentation or our pricing models), to build, or help anyone else build, a product or service that competes with Shedtally; or
(h) give a competitor of ours, or anyone acting for one, access to the Service, or carry out benchmarking or competitive analysis of the Service for a competitor or for publication, without our written consent.
5.2 If your use breaches clause 5.1 and puts the Service or other customers at risk, we may suspend the affected Users or Account straight away, and we'll tell you why as soon as we can.
5.3 Clause 5.1(g) and (h) don't stop you using your own Customer Data (including exports), using general skills and knowledge, moving to another provider, or developing your own systems independently without using our non-public information.
6. Fees and payment
6.1 Monthly plans. You'll pay the fees for your Plan monthly in advance. The fee is the Plan's price per truck multiplied by the number of trucks on your Plan, or the Plan's monthly minimum if that's higher. When you choose a Plan, we count the trucks in your Fleet in Shedtally (trucks you've removed aren't counted). If your fleet changes, the number of trucks on your Plan can be updated to match, and the new number applies from your next monthly payment. We charge by direct debit or card through our payment provider. Your subscription renews each month until you cancel.
6.2 Prices are in New Zealand dollars and exclude GST, which is added at the applicable rate if we're registered for GST. We'll issue an invoice for each payment, and a tax invoice once we're GST-registered.
6.3 If a payment fails, we'll tell you and try again. If an amount is still unpaid 14 days after we've told you it's overdue, we may suspend your Account until it's paid. Read-only access to export your data stays available while it's suspended.
6.4 Fees for a period already started are not refundable, except as these terms say otherwise (clauses 3.3 and 15.2(c)).
6.5 Annual plans aren't available yet. If we offer them, we'll publish the terms that apply to them first, and they'll apply only if you choose one.
6.6 Founding pricing (by invitation). Founding pricing is offered only to the first 10 companies we invite, each by a single-use invitation that can't be transferred. If you joined with a founding invitation:
(a) your Plan is Whole Yard (every feature) at NZ$49 per truck per month, plus GST if applicable, with a monthly minimum of NZ$149;
(b) that price is locked for 24 months from your first paid month, so price changes under clause 7 don't apply to it during those 24 months;
(c) the lock continues while your subscription continues. If you cancel and later subscribe again, the standard price for your Plan applies, unless we agree otherwise in writing; and
(d) after the 24 months, your Plan continues at the standard Whole Yard price then in force. We'll give you at least 30 days' notice of the new price, and you may change Plan or cancel before it applies.
The 6-week free trial (clause 3.4) comes before your first paid month and doesn't count towards the 24 months.
7. Changes to prices and these terms
7.1 We may change our prices or these terms by giving you at least 30 days' notice by email and in the app. A locked founding price (clause 6.6) doesn't change during its 24 months.
7.2 If you don't agree with a change, you may cancel before it takes effect. The change won't apply to you before your cancellation takes effect.
7.3 We may make changes that are needed to comply with the law, or that are clearly in your favour, with shorter notice.
8. Your data
8.1 You own Customer Data. You give us a limited, non-exclusive licence to host, copy, process and display Customer Data only as needed to provide, secure and support the Service for you, and as described in Schedule 1.
8.2 Schedule 1 (Data Processing) forms part of these terms, and governs how we handle personal information in Customer Data.
8.3 We may create aggregated statistics about use of the Service (for example how many dockets are filed each day) from which no individual or customer can be identified, and use them to run and improve the Service.
8.4 No AI training. We won't use Customer Data to train artificial-intelligence or machine-learning models, and we won't let our service providers do so.
8.5 Export. You can export your Customer Data at any time from the app, in commonly used formats (CSV for records, original files for photos).
9. Our intellectual property
9.1 We (and our licensors) own the Service and all intellectual property in it. These terms don't transfer any of it to you.
9.2 If you give us feedback or suggestions, we may use them freely, without any obligation to you.
10. Other services you connect, and outside information
10.1 You may connect Shedtally to services you use, such as Xero or a telematics provider. You authorise us to exchange data with those services on your behalf.
10.2 Those services are provided under their own terms between you and their provider. We're not responsible for them, including their availability or their handling of your data.
10.3 Data we receive from Xero is used only to provide the Service to you, and in line with Xero's developer terms (which include a ban on using Xero data to train AI models).
10.4 AI. Shedtally doesn't currently send Customer Data to any AI provider. If we add a feature that does, we'll update these terms and the sub-processor list in Schedule 2 first, with the notice in Schedule 1 clause 6.3.
10.5 Weather warnings. Severe weather watches and warnings shown in Shedtally come from MetService, as MetService issues them. We pass them on unaltered, crediting MetService, as MetService's Code of Practice requires. This Service incorporates information made freely available by MetService. Despite this, MetService is not associated with, and does not endorse, Shedtally or how Shedtally uses MetService information.
10.6 Any road event information (from NZ Transport Agency Waka Kotahi and other road controlling authorities) or weather warnings we show are displayed as we receive them. We don't guarantee they're complete, accurate or current. They cover state highway events and official weather warnings only. Your drivers and dispatchers remain responsible for checking road and weather conditions and deciding whether it's safe to travel. Road and weather alerts in Shedtally are an extra heads-up, not a safety control. They don't replace your own checks, your safe-travel procedures or your health and safety duties.
11. Availability and support
11.1 We aim to make the Service available 99.5% of the time each calendar month, not counting planned maintenance and events outside our reasonable control. This is a target, not a guarantee, and no service credits apply.
11.2 We'll try to schedule planned maintenance outside 6am–6pm on New Zealand business days, and to give at least 48 hours' notice in the app.
11.3 Support is through Get help in the app, or by email at the contact email shown under Get help in the app (temporary, as above). We aim to respond by the end of the next New Zealand business day.
11.4 The app saves dockets on the device when there's no signal, and sends them when the device reconnects. Data that hasn't yet reached our servers is only on the device.
12. What Shedtally doesn't do
12.1 Shedtally is a record-keeping and workflow tool. You remain responsible for your own legal obligations. In particular:
(a) Pay. Shedtally records hours as entered by your Users and approved by you. It doesn't calculate pay, holiday pay or leave entitlements, and it isn't a payroll system. You're responsible for complying with the Employment Relations Act 2000, the Holidays Act 2003 (or the law that replaces it) and the Minimum Wage Act 1983. You must keep your own wage, time, holiday and leave records for the period the law requires (currently 6 years).
(b) Driver work time. Shedtally hours are not a logbook. They aren't an alternative to the work-time logbook drivers must keep under the Land Transport Rule: Work Time and Logbooks 2007.
(c) Health and safety. Shedtally helps you record hazards, incidents, inductions and prestarts. It doesn't notify WorkSafe for you. You must notify notifiable events under the Health and Safety at Work Act 2015, and keep the records it requires.
(d) Vehicles. Expiry reminders for COF, WOF, RUC and registration are a convenience. You're responsible for keeping your vehicles compliant.
(e) Invoices and tax. Quotes, margins and "ready to invoice" lists are aids. You're responsible for your invoices and your tax.
13. Confidentiality
13.1 Each of us will keep the other's confidential information confidential, and use it only for the purposes of these terms. This doesn't apply to information that is public through no fault of the receiving party, that the receiving party already lawfully had, or that must be disclosed by law. In that last case, the disclosing party will give the other notice where it's lawful to do so.
14. Security
14.1 We'll take reasonable security measures to protect Customer Data against loss and against unauthorised access, use, modification and disclosure, as described in Schedule 1.
15. Cancellation and what happens at the end
15.1 You may cancel any time in the app, through Get help, or by email at the contact email shown under Get help in the app. Your plan ends at the end of the billing month you're in, and you won't be charged again. Your Account then becomes read-only under clause 15.3A.
15.2 We may end your subscription:
(a) on 14 days' notice if you materially breach these terms and haven't fixed the breach within that period;
(b) straight away if you become insolvent, go into liquidation or receivership, or make an arrangement with your creditors; or
(c) on 60 days' notice for any other reason (for example if we stop offering the Service), in which case we'll refund any prepaid fees for the period after the end.
15.3 When your free trial ends without a Plan:
(a) your Account becomes read-only for 6 months: your Users can still sign in, view and export your Customer Data, but nothing new can be recorded;
(b) you can unlock your Account at any time during those 6 months by choosing a Plan, and everything is as you left it;
(c) we'll email your Account owner 30 days and 7 days before the 6 months end; and
(d) if you haven't chosen a Plan by the end of the 6 months, your Account closes, and we delete your Customer Data from our live systems within 30 days after that. Copies in our backups are deleted as those backups expire, within 30 days after deletion from our live systems.
Export anything you need to keep before the 6 months end. You're responsible for keeping your own copy of any records the law requires you to keep (for example pay records for 6 years and notifiable-event records for 5 years).
15.3A When a paid subscription ends (you cancel, or it ends under clause 15.2(a) or (b)), clause 15.3 applies in the same way: your Account is read-only for 6 months, we warn your Account owner 30 days and 7 days before the end, you can unlock it by choosing a Plan, and if you don't, your Customer Data is then deleted.
15.4 Closing your Account sooner. You can close your Account at any time through Get help or by email at the contact email shown under Get help in the app. We'll confirm with your Account owner before we act. When your Account is closed:
(a) you keep read-only access for 30 days to export your Customer Data;
(b) we then delete Customer Data from our live systems within 90 days after the closure; and
(c) copies in our backups are deleted as those backups expire, within 30 days after deletion from our live systems.
You're responsible for keeping your own copy of any records the law requires you to keep (for example pay records for 6 years and notifiable-event records for 5 years).
15.5 If we end your subscription under clause 15.2, or stop offering the Service, we'll give you at least 30 days of read-only access to export your Customer Data. Clause 15.4(b) and (c) then apply.
15.6 Clauses 5.1(g) and (h) (for 12 months after the end, and only for non-public information you learned through the Service), 8.4, 9, 12, 13, 15.3 to 15.5 (including 15.3A), 16, 17 and 18 continue after the end.
16. Warranties and the Consumer Guarantees Act
16.1 We'll provide the Service with reasonable care and skill.
16.2 Apart from what these terms expressly say, and to the extent the law allows, we give no other warranties about the Service (for example that it will be error-free or uninterrupted).
16.3 Consumer Guarantees Act. You and we are both in trade, the Service is supplied and acquired in trade, and we agree that the Consumer Guarantees Act 1993 doesn't apply to these terms. We agree that it's fair and reasonable to be bound by this clause.
16.4 Fair Trading Act. You and we are both in trade, and we agree that sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 don't apply between us in relation to these terms. We agree that it's fair and reasonable to be bound by this clause. This doesn't limit liability for fraud.
17. Liability
17.1 Cap. Each party's total liability to the other under or in connection with these terms, however it arises (including in negligence), is limited to the greater of (a) the fees you paid, or must pay, us in the 12 months before the event giving rise to the claim, and (b) NZ$1,000.
17.2 Data breach. For a claim arising from our breach of clause 14 or Schedule 1 that results in unauthorised access to Customer Data, our total liability is limited to two times the amount in clause 17.1.
17.3 Indirect loss. Neither party is liable for loss of profit, revenue, business or goodwill, or for any indirect or consequential loss.
17.4 Not limited: clauses 17.1 to 17.3 don't limit (a) your obligation to pay fees, (b) liability for fraud or wilful misconduct, or (c) any liability that can't be limited by law.
17.5 Each party must take reasonable steps to reduce any loss it suffers.
18. Disputes
18.1 If a dispute arises, either party may give the other written notice. Senior people from each side will meet, in person or online, within 10 business days to try to resolve it in good faith.
18.2 If that doesn't resolve it within 20 business days of the notice, either party may refer it to mediation, or start court proceedings.
18.3 Nothing stops a party seeking urgent relief from a court.
19. General
19.1 Law. These terms are governed by New Zealand law, and the New Zealand courts have exclusive jurisdiction.
19.2 Whole agreement. These terms (with the Schedules, your Plan and any trial letter or order) are the whole agreement about the Service. If a trial letter or order signed by both parties conflicts with these terms, it takes priority for its subject matter.
19.3 Notices. We'll send notices to the email address of your Account owner. You can send notices to us through Get help in the app, or by email at the contact email shown under Get help in the app (or any replacement address we give you).
19.4 Events outside our control. Neither party is liable for failure or delay caused by events outside its reasonable control (other than paying money).
19.5 Transfer. You may not transfer your subscription without our consent, which we won't unreasonably withhold. We may transfer these terms to Shedtally Limited once it's incorporated, or to a buyer of all or part of our business, by telling you by email. The transferee takes on our obligations to you from the transfer date, and your rights and Customer Data carry over unchanged.
19.6 Third parties. No one other than you and us has rights under these terms for the purposes of subpart 1 of Part 2 of the Contract and Commercial Law Act 2017.
19.7 Severability. If any part of these terms is unenforceable, the rest still applies.
19.8 Waiver. Not enforcing a right straight away doesn't waive it.
Schedule 1: Data Processing
This schedule explains how Shedtally handles personal information in Customer Data. It forms part of these terms.
1. Who is responsible
1.1 You are the agency responsible for personal information in Customer Data under the Privacy Act 2020.
1.2 We hold that information only on your behalf, to provide the Service to you. Under section 11 of the Privacy Act 2020, it's treated as held by you. We don't use or disclose it for our own purposes.
2. What we process, about whom
| Individuals | Typical information |
|---|---|
| Your staff, drivers and contractors | Name, mobile, email, role, sign-in details, licence class and expiry (and licence number if you choose to record it), endorsements, inductions and refresher results, identity and right-to-work documents (if you keep them), medical certificates, and DG, forklift and first aid tickets, prestart answers, hours and pay rates, dockets, photos (with location details removed), messages, hazard and incident reports |
| Advisors you invite (accountant or bookkeeper) | Name, email, firm, sign-in details, acceptance of the Advisor Terms of Use, and a log of what they viewed or exported |
| Your customers' staff (portal and PODs) | Name, email, the name of the person who signed, delivery photos |
| Subcontractors using a job link | Name, and the details and photos they enter for the job |
| Other people named in records | Names and details in incident reports, witness statements or photos |
Shedtally doesn't record or track the location of the people who use it.
3. How we handle it
3.1 We'll process personal information only: (a) to provide, secure, support and improve the Service for you; (b) in line with your settings and your reasonable written instructions; and (c) as required by New Zealand law. If the law requires us to disclose it, we'll tell you first, unless the law prevents us.
3.2 Anyone who can access Customer Data for us is bound by confidentiality, and may access it only when they need to (for example to fix a fault you've reported).
4. Where it's stored
4.1 We store Customer Data (database records, photos, backups and application logs) in Microsoft Azure's New Zealand North (Auckland) region.
4.2 Some processing passes through other countries without Customer Data being stored there as our records: the app's code is delivered from Microsoft's global network, push notifications pass through Apple's, Google's or Mozilla's services, and our outgoing emails are processed in Australia by Microsoft Azure Communication Services.
5. Security
5.1 Our measures include: (a) encryption in transit (HTTPS) and at rest (Azure Storage encryption); (b) each customer's data kept separate by a customer identifier taken from the signed-in session, with automated tests that check one customer can't read another's data; (c) personal sign-in with PINs and throttling, and two-factor sign-in (authenticator app or passkey) for owners and admins; (d) secrets kept in Azure Key Vault, not in code; (e) a separate backup storage account with 30-day soft delete and versioning; (f) personal information scrubbed from application logs; and (g) access to production systems limited to the people who run Shedtally.
6. Sub-processors
6.1 You authorise us to use the sub-processors listed in Schedule 2.
6.2 We'll require each sub-processor to protect personal information to a standard at least as protective as this schedule, and we're responsible for what they do.
6.3 We'll give at least 30 days' notice before adding or replacing a sub-processor that will process personal information. If you object, you can cancel before the change and receive a refund of any prepaid fees for the unused period.
7. Privacy breaches
7.1 If we become aware of a privacy breach affecting Customer Data, we'll tell you without undue delay, and within 48 hours of becoming aware. We'll give you what we know: what happened, what information and how many people are involved, what we've done to contain it, and a contact person.
7.2 We'll keep you updated, help you assess whether it's a notifiable privacy breach, and give you the information you need to notify the Privacy Commissioner and affected people.
7.3 You decide whether to notify. We won't notify the Privacy Commissioner or affected individuals about your Customer Data on your behalf unless you ask us to, or the law requires us to.
8. Requests from individuals
8.1 Shedtally lets you view, correct and export the information you hold about each person.
8.2 If we receive a request from an individual to access or correct information in your Customer Data, we'll pass it to you within 5 business days and won't respond to it ourselves, unless you ask us to.
9. Information and audits
9.1 On reasonable request (no more than once a year, unless there's been a breach), we'll give you a written summary of our security measures and answer reasonable questions about our compliance with this schedule.
10. End of the subscription
10.1 Clauses 15.3 to 15.5 apply. After a free trial ends without a Plan, Customer Data is kept read-only for 6 months (with warnings 30 and 7 days before the end), then deleted from live systems within 30 days, and from backups as they expire. After a paid subscription ends, the same applies (clause 15.3A). If you close your Account sooner, you have 30 days to export, then deletion within 90 days. If we stop the Service, you have at least 30 days to export.
Schedule 2: Sub-processors
| Provider | What it does | Information involved | Location |
|---|---|---|---|
| Microsoft Azure (Microsoft Corporation) | Hosting: app servers, database, photo storage, backups, secrets, logs | All Customer Data | New Zealand North (Auckland) |
| Microsoft Azure Static Web Apps | Delivers the app's code to devices | No Customer Data | Microsoft's global network |
| Stripe | Subscription billing and payments | Billing contacts, payment details, invoices | United States / Ireland |
| Microsoft Azure Communication Services | Sends sign-in, invitation, password-reset, trial and account emails from mail.shedtally.com | Recipients' names and email addresses, and the message content (including one-time sign-in and reset links) | Processed in Australia; not kept as our records after sending |
| Apple, Google and Mozilla push services | Deliver notifications to phones and browsers | Short notification text, with no names or addresses | United States |
Not sub-processors: services you connect yourself, such as Xero or your telematics provider, are your providers, and we exchange data with them at your direction (clause 10).