Terms & Conditions

PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY.

These Terms of Service are between you (you) and Zezamii (Zezamii, us, or we) and govern your initial purchase of the Services, any related add-ons or support/onboarding services which we agree to provide to you, as well as any future purchases made by reference to these Terms of Service or your Order, including any access control, booking, locker management, vision monitoring, day pass, camping pass, or related services provided by Zezamii.

By placing an Order or using the Services, you agree to be bound by these Terms of Service. If you do not agree, you must not place an Order or use the Services.

1. Definitions

In these Terms of Service:

• Agreement means these Terms of Service and your Order.
• Business Hours means Monday to Friday, 8:00 AM to 6:00 PM Australian Eastern Standard Time (AEST/AEDT), excluding Queensland public holidays.
• Confidential Information means information that is confidential or proprietary to a party.
• Data means any data, information, or material provided or made available by you to us, or generated through use of the Services.
• Documentation means any user manuals, technical manuals, or other materials provided by us that describe the installation, operation, use, or technical specifications of the Services.
• Intellectual Property Rights means all intellectual property rights under applicable law, including patents, copyrights, trade secrets, trademarks, and any applications, renewals, or extensions thereof.
• Order means your order for Services placed with us.
• Services means the Zezamii software platforms, applications, APIs, and related services described in your Order, including any related Documentation.
• Subscription Services means Services provided on a subscription basis.
• Term means the term of this Agreement.

2. Orders

Your Order constitutes an offer to purchase the Services in accordance with these Terms of Service. All Orders are subject to acceptance by us. We may accept your Order by confirming it in writing (including by email) or by providing the Services. We may reject your Order in our absolute discretion without providing reasons. You must ensure that your Order and any information provided in connection with it is accurate, complete, and up-to-date.

3. Subscription Services

Subscription Services are provided for the subscription period specified in your Order (Subscription Period). Unless terminated earlier in accordance with this Agreement, each Subscription Period will automatically renew for successive periods equal in length to the initial Subscription Period, unless either party gives the other written notice of non-renewal at least 30 days before the end of the relevant Subscription Period.

We may modify the Subscription Services and their functionality from time to time and will provide reasonable notice of any material modifications. We may also discontinue or retire features or integrations, provided that we give reasonable notice where practicable and do not materially reduce the core functionality of the Services purchased under an active Subscription Period.

4. Data and Intellectual Property Rights

As between you and us, you retain ownership of your Data. You grant us a non-exclusive, royalty-free license to use, copy, store, transmit, modify, create derivative works of, and display your Data solely to the extent necessary to provide the Services.

We retain all right, title, and interest in and to the Services and Documentation, and all Intellectual Property Rights therein. Your rights to use the Services and Documentation are limited to those expressly granted in this Agreement; no other rights are granted by implication or otherwise.

If you provide us with any feedback, suggestions, or recommendations regarding the Services (Feedback), we may use such Feedback without restriction and without payment to you.

You are the data controller for any personal information processed using the Services. Zezamii acts as a service provider and processes personal information only on your instructions and in accordance with applicable Australian privacy laws.

5. Fees and Payment

You must pay the fees specified in your Order (Fees). All Fees are exclusive of taxes, duties, and other governmental charges, which you are responsible for. Unless otherwise specified in your Order, Fees are payable in advance. We may suspend or terminate your access to the Services if you fail to pay any Fees when due.

We may change our Fees at any time by giving you at least 30 days' written notice. Fee changes will apply from the start of the next Subscription Period.

6. Term and Termination

This Agreement commences when we accept your Order and continues until terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience by giving the other party 30 days' written notice. Termination for convenience will take effect at the end of the current Subscription Period following the notice period, unless otherwise agreed in writing. No refunds will be provided for any prepaid Fees for the remainder of the Subscription Period.

Either party may terminate this Agreement immediately by written notice if the other party materially breaches this Agreement and fails to remedy the breach within 30 days after receiving written notice of the breach.

Upon termination, your right to use the Services ceases immediately. We will provide access to your Data for 30 days after termination (or any longer period required by law), after which we may delete your Data.

7. Support and Service Availability

7.1 Standard Support Coverage

Unless otherwise specified in your Order or a separate support agreement, support for the Services is provided during Business Hours only. Business Hours are Monday to Friday, 8:00 AM to 6:00 PM Australian Eastern Standard Time (AEST/AEDT), excluding Queensland public holidays.

Support is provided via email to support@zezamii.com. Response times vary by issue severity and product, as described in our Service Level Framework.

7.2 Network and Infrastructure Dependencies

The Services rely on internet connectivity, on-premises gateway devices, third-party networks, hardware, power supply, and other infrastructure outside Zezamii's control. Issues arising from customer network outages, internet service provider failures, gateway connectivity problems, power failures, firewall configurations, or other customer-managed infrastructure are not covered by standard support response times and may be subject to additional diagnostic or callout fees.

You are responsible for ensuring adequate internet connectivity, network infrastructure, power supply (including backup power where appropriate), and maintaining gateway devices and related equipment in working order.

7.3 After-Hours and Emergency Support

After-hours support (outside Business Hours, on weekends, or on public holidays) is not included in standard support and is subject to availability and additional fees. After-hours support may be requested on a pay-as-you-go basis or may be included as part of a Premium Support or Enterprise Support agreement.

For certain products (including Zezamii Rooms), Severity 1 incidents may receive after-hours response coverage under standard support due to the operational nature of those services. This coverage is defined in our Service Level Framework and does not extend to all products or severity levels.

7.4 Exclusions and Limitations

Support response and resolution commitments do not apply in the following circumstances:

• Scheduled maintenance windows (notified at least 48 hours in advance)
• Force majeure events (natural disasters, pandemics, civil unrest, war, or other events beyond our reasonable control)
• Third-party service outages or failures (including internet service providers, cloud infrastructure providers, property management systems, or hardware manufacturers)
• Issues caused by customer misconfiguration, unauthorized modifications, or failure to follow documented procedures
• Hardware failures or field service requirements (which are subject to separate callout fees as specified in our Service Level Framework)
• Failure by customer to provide required access, information, or cooperation

7.5 Premium and Enterprise Support

Customers requiring enhanced support coverage, faster response times, after-hours availability, or dedicated support resources may purchase Premium Support or Enterprise Support as specified in a separate support agreement. Enhanced support tiers may include features such as phone support during Business Hours, accelerated response times, named support contacts, and guaranteed after-hours availability.

7.6 Service Level Framework

Detailed service level commitments, incident severity classifications, response and resolution targets, escalation procedures, and other support policies are set out in our Service Level Framework, which may be updated from time to time. The Service Level Framework is available on request and forms part of these Terms of Service by reference.

8. Warranties and Representations

Each party warrants that it has the power and authority to enter into this Agreement, has taken all necessary action to authorize it, and that this Agreement is a legal, valid, and binding obligation.

We warrant that the Services will be performed in a professional and workmanlike manner consistent with industry standards.

You warrant that: you have the right to use and provide your Data to us; your use of the Services will comply with all applicable laws; you will not use the Services for any unlawful purpose or in any way that could damage, disable, overburden, or impair the Services; and you will not attempt unauthorized access to the Services or connected systems.

9. Indemnity

You agree to indemnify, defend, and hold us harmless from any claims, damages, losses, costs, and expenses (including reasonable legal fees) arising from your breach of this Agreement, your use of the Services, or any claim related to your Data.

10. Technology & Service Limitations / Acknowledgements

The Services rely on third-party networks, hardware, power supply, connectivity, and the internet, and may be subject to limitations, delays, or other problems inherent in electronic communications. We do not guarantee uninterrupted, timely, secure, or error-free operation of the Services. The Services are provided on an "as is" and "as available" basis.

11. Physical Premises & Access Disclaimer

We provide digital access control, booking, locker management, monitoring, and related technology only. We do not own, operate, manage, supervise, or control any physical premises, facilities, rooms, lockers, devices, or locations accessed using the Services. Responsibility for site safety, supervision, maintenance, compliance with laws, and operation rests solely with the site owner or operator (you or your clients).

12. Specific Service Disclaimers

Zezamii Access enables issuance and management of access credentials (e.g., PIN codes, passes, booking-based access). We do not verify end-user entitlement or compliance with site rules. Access availability may be affected by connectivity, hardware, power, or environmental factors. We do not verify the identity, authority, suitability, or entitlement of end users, including in relation to child pickup permissions, restricted access areas, supervision requirements, or site-specific rules. Configuration and management of access rules and credentials is your responsibility.

Zezamii Lockers provides locker access and management technology only. We are not responsible for loss, theft, or damage to items stored in lockers. Locker security, maintenance, and suitability are your responsibility as site operator.

Zezamii Rooms provides room/space booking and access management functionality only. We do not guarantee availability, suitability, condition, or fitness for purpose of any room or space.

Zezamii Vision provides automated, computer-vision-based detection and monitoring assistance only. Outputs are probabilistic and may contain errors or omissions. It does not guarantee detection, identification, or prevention of incidents and does not replace human supervision, judgement, or safety controls. Outputs must not be relied upon as the sole basis for safety, security, compliance, disciplinary, or operational decisions.

13. No Compliance Guarantee

The Services may assist with record-keeping, monitoring, and operational processes, but Zezamii does not provide legal, regulatory, safety, or compliance advice and does not guarantee compliance with childcare, education, safety, WHS, or other regulatory requirements. Responsibility for compliance remains solely with the site owner or operator.

14. Monitoring & Logging

The Services may log access events, bookings, detections, and system activity for security, audit, compliance, and operational purposes, in accordance with applicable Australian privacy and data protection laws.

Logging, monitoring, detection, and reporting features do not constitute supervision, attendance tracking, child oversight, or compliance assurance, and must not be relied upon as a substitute for active supervision, staffing, procedures, or controls required under applicable childcare, education, safety, or WHS laws.

15. Limitation of Liability

To the maximum extent permitted by applicable Australian law (including the Australian Consumer Law where it applies), we will not be liable for any indirect, incidental, special, consequential, punitive, or economic loss, including loss of profits, revenue, data, use, goodwill, or other intangible losses.

To the extent permitted by law, our total liability for all claims arising out of or relating to this Agreement will not exceed the Fees paid by you to us in the 12 months preceding the event giving rise to the claim.

16. Australian Consumer Law

Nothing in this Agreement excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Australian Consumer Law or any other applicable law which cannot be excluded, restricted, or modified.

Where the Services are not of a kind ordinarily acquired for personal, domestic, or household use, our liability for breach of a non-excludable guarantee is limited, at our option, to resupplying the Services or paying the cost of having the Services resupplied.

17. Confidentiality

Each party must keep the other party's Confidential Information confidential and use it only for the purposes of this Agreement.

18. Dispute Resolution

If a dispute arises in connection with this Agreement, the parties will first attempt to resolve it in good faith through discussions. If unresolved, the dispute will be resolved through binding arbitration in accordance with the rules of the Australian Centre for International Commercial Arbitration (ACICA). The seat of arbitration shall be Brisbane, Australia.

19. Governing Law & Jurisdiction

This Agreement is governed by the laws of Australia and the State of Queensland, without regard to conflict of law principles. Subject to the dispute resolution clause above, each party submits to the non-exclusive jurisdiction of the courts of Queensland and the courts of Australia.

20. General

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.

We may amend these Terms at any time by posting the amended version on our website. Your continued use of the Services after such posting constitutes acceptance.

If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect.

You may not assign this Agreement without our prior written consent. We may assign this Agreement without your consent.

For questions, contact legal@zezamii.com.