Last updated: 30 May 2026

1. Application of these Terms

These General Terms and Conditions ("Terms") apply to your use of any Groundshift website, platform, product, program, or service (each a "Service" and together the "Services"). The Services include the Groundshift website at groundshift.ag, our online learning platform, and our education programs, workshops, coaching, and events, whether delivered online or in person.

These Terms form part of your Contract for use of a Service, along with any Proposal or enrolment confirmation that relates to the Service, any specific terms that apply to a particular Service, and the Groundshift Privacy Policy in relation to our collection and processing of personal information.

For the avoidance of doubt as to the hierarchy of Contract documents:

• a Proposal or enrolment confirmation takes precedence over these Terms in relation to pricing and term variables;
• the Privacy Policy takes precedence in relation to our collection and processing of personal information; and
• in all other respects, these Terms take precedence in the event of any inconsistency with other Contract terms.

The Services are provided by [FULL LEGAL ENTITY NAME, e.g. Groundshift Limited] ([NZBN ____________]) ("Groundshift", "we", "us", "our").

These Terms are binding on any use of the Services and apply to you from the time that you are first provided a Service or have access to a Service.

The Services will evolve over time based on participant feedback. Groundshift reserves the right to change these Terms at any time, effective upon the posting of modified terms. While Groundshift will endeavour to communicate any material changes to you by email or notification on our website, it is your responsibility to ensure you have read, understood, and agree to the most recent terms available on our website.

By registering to use a Service you acknowledge that you have read and understood these Terms and have the authority to act on behalf of any person or entity for whom you are using the Service.

2. Definitions

"Confidential Information" includes all information of a confidential nature exchanged between the parties in relation to a Service, whether in writing, electronically, or orally, but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.

"Contract" means your contract for use of a Service, including any Proposal or enrolment confirmation, any specific terms that apply to your use of a Service, the Privacy Policy, and these Terms.

"Data" means any data that you provide to Groundshift or that is provided with your authority to Groundshift, including farm and business information you enter or share through the Services.

"Intellectual Property Right" means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how, and any other intellectual or industrial property right, anywhere in the world whether or not registered.

"Invited User" means a person or entity, other than the Subscriber, that uses a Service with the authorisation of the Subscriber from time to time (for example, team members or others within your farm business).

"Fees" means the fees (excluding any taxes and duties) payable by you to Groundshift for provision of a Service, including subscription fees and program or event fees.

"Fixed Term" means the minimum period of use (if any) of a Service specified in your Proposal or enrolment confirmation.

"Force Majeure" means a circumstance beyond the reasonable control of a party which results in that party being unable to observe or perform on time an obligation under this Contract (other than an obligation to pay money). Such circumstances include acts of God, natural disasters, adverse weather events, biosecurity events, acts of war, terrorism, riots, pandemic, epidemic, quarantine, lockdown or other government-imposed restriction, and strikes.

"Privacy Policy" means the Groundshift Privacy Policy at groundshift.ag/privacy.

"Proposal" means a proposal or enrolment confirmation that Groundshift provides to you in relation to a Service that you engage Groundshift to provide.

"Subscriber" means the person who registers to use a Service, and, where the context permits, includes any entity on whose behalf that person registers.

"you" means the person who uses a website and/or registers to use a Service, and, where the context permits, includes any entity on whose behalf that person registers, and any person or organisation that uses a Service with the authorisation of that person or entity.

3. Use of Services

Groundshift grants you a limited, revocable, non-exclusive, non-transferable right to access and use the Services, subject to the particular access available to you according to your subscription or enrolment type and in accordance with these Terms.

You acknowledge and agree that: (a) the Subscriber determines who is an Invited User and what level of access that Invited User has; (b) the Subscriber is responsible for all Invited Users' use of a Service, including ensuring adequate care and training; (c) the Subscriber controls each Invited User's level of access at all times; and (d) if there is any dispute between a Subscriber and an Invited User regarding access, the Subscriber shall decide.

4. Your Obligations

4.1 Payment obligations

(a) Where a Service is paid, fees are charged via our secure payment processor. You may be required to register a valid payment method for automatic billing on subscription Services.

(b) Unless stipulated otherwise in your Proposal, subscription Fees are billed in advance. Program and event fees are payable as set out at the time of enrolment. Fees are non-refundable except as required by law or as expressly stated in your Proposal, and no credits will be granted for periods unused with an open account. Disabling or deleting user accounts within the Service does not reduce your Fees or entitle you to a credit. To adjust your subscription, you must notify Groundshift in writing via the support email address in clause 19.8.

(c) Fees will not be subject to review during any initial Fixed Term. Following expiry of the initial Fixed Term, Fees are subject to review and may be adjusted. Written notice of any adjusted fees will be provided at least 30 days in advance.

(d) Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, including Goods and Services Tax (GST). You are responsible for payment of all such taxes, levies, or duties.

(e) For any upgrade or downgrade in plan level, your chosen payment method will be charged the new rate on your next billing cycle. Downgrading may cause the loss of content, features, or access. Groundshift does not accept liability for such loss.

(f) Groundshift reserves the right to suspend or terminate your use of a Service if any Fees are not paid in full by the due date. You are responsible for payment of all bank charges, taxes, and duties in addition to the Fees payable, including any dishonour fees.

4.2 General obligations

You must only use the Services for your own lawful purposes, in accordance with these Terms and any notice sent by Groundshift.

4.3 Account security

You must ensure that all usernames and passwords required to access the Services are kept secure and confidential. Each username and password combination may only be used by one person. You are responsible for all content posted and activity that occurs under your account.

You must not: (a) attempt to undermine the security or integrity of Groundshift's computing systems; (b) use or misuse the Services in any way which may impair functionality; (c) attempt to gain unauthorised access to any part of the Services; (d) transmit or input damaging files, offensive content, or material in violation of any law; or (e) attempt to modify, copy, adapt, reproduce, disassemble, decompile, or reverse engineer any computer programs used to deliver the Services.

4.4 Usage limitations

Use of a Service may be subject to limitations, including access volumes, as specified in your Proposal.

4.5 Community and communication conditions

If you use any community, forum, or communication features available through the Services, you agree to use them only for lawful and respectful purposes. You must not post content that is unlawful, defamatory, harassing, or infringing. Groundshift reserves the right to remove any content or communication at any time.

4.6 Educational content

You acknowledge that the Services provide general education, information, and peer collaboration relating to farming and agricultural practices. They are not a substitute for independent professional, agronomic, veterinary, financial, legal, or tax advice tailored to your circumstances. You are responsible for deciding whether and how to apply any information from the Services to your own farm or business.

4.7 Reasonable use

Your use of any AI-powered features of the Services is subject to a reasonable use policy. Groundshift reserves the right to monitor usage and, where deemed excessive: (a) notify you; (b) throttle or cap access; or (c) offer an upgraded subscription tier.

5. Confidentiality

Each party will preserve the confidentiality of all Confidential Information obtained in connection with these Terms. These obligations survive termination. Exceptions apply for publicly available information, third-party disclosures made without restriction, information already in a party's possession, and independently developed information.

6. Privacy

6.1 The rights and obligations in respect of personal information are set out in the Privacy Policy. You will be taken to have accepted the Privacy Policy when you accept these Terms.

6.2 Where you enter the personal information of any other individual into the Services, you confirm that you are authorised to do so and that the individual is aware of how their information will be used in accordance with the Privacy Policy.

7. Intellectual Property and Data

7.1 All Intellectual Property Rights in the Services, including course materials, written guides, video lessons, and other educational content, remain the property of Groundshift (or its licensors). Your access does not transfer any ownership to you, and you must not reproduce, redistribute, or resell content except as expressly permitted.

7.2 All Intellectual Property Rights in your Data remain your property. You grant Groundshift a licence to use, copy, transmit, store, and back up your Data solely for the purposes of providing, operating, maintaining, and improving the Services provided to you under your Contract, during the term of the Contract and for a reasonable period afterwards to wind down processing. To the extent that Data constitutes personal information, the licence granted under this clause is subject to, and does not override, the Privacy Policy.

7.3 Groundshift may use anonymised, aggregated data derived from your use of the Services (where no individual person, farm, or business is identifiable) for research, product development, and benchmarking. This right survives termination or expiry of your Contract.

7.4 You should maintain your own copies of any Data that is important to you. To the maximum extent permitted by law, Groundshift excludes liability for any loss of Data.

7.5 If you enable third-party applications or integrations, Groundshift may allow those providers to access your Data as required for interoperation. Groundshift is not responsible for any disclosure, modification, or deletion resulting from such access.

7.6 The Services are hosted with reputable cloud infrastructure providers. Data may be stored or processed in New Zealand, Australia, or other jurisdictions where appropriate safeguards are in place. Further details about data handling and any international transfers are set out in the Privacy Policy.

8. Warranties and Acknowledgements

You warrant that you have authority to agree to these Terms on behalf of any person for whom you use a Service. You acknowledge that the Services are provided "as is", that Groundshift does not warrant uninterrupted or error-free use, that it is your responsibility to determine the suitability of the Services for your purposes, and that you remain responsible for complying with all applicable laws.

9. No Warranties

To the extent permitted by law, Groundshift gives no warranty in relation to the Services and all implied conditions or warranties are excluded. Groundshift provides education and information only, and does not provide financial, agronomic, veterinary, legal, or tax advice except as specifically provided in a Proposal.

10. Consumer Rights

Nothing in these Terms is intended to exclude, restrict, or modify any consumer guarantee, right, or remedy conferred by the New Zealand Consumer Guarantees Act 1993, the Fair Trading Act 1986, the Australian Consumer Law, or any other law that cannot lawfully be excluded. Where you acquire the Services for business purposes, the parties agree that, to the maximum extent permitted by law, those consumer guarantees that may lawfully be contracted out of do not apply.

11. Limitation of Liability

(a) To the maximum extent permitted by law, Groundshift excludes all liability for any indirect or consequential loss or damage, and for any loss arising from any use of, or reliance on, the Services or any website.

(b) To the maximum extent permitted by law, Groundshift's total liability arising from or in connection with the Services is limited to the Fees actually paid by you in the 6 months preceding the relevant claim.

(c) If you are not satisfied with a Service, your sole remedy is to terminate in accordance with clause 13.

12. Indemnity

You indemnify Groundshift against all claims, costs, damages, and losses arising from your breach of these Terms, including costs relating to the recovery of unpaid Fees.

13. Termination

13.1 Except as required by law or expressly stated in your Proposal, Groundshift does not provide refunds of prepaid Fees.

13.2 Following expiry of any Fixed Term, unless your Proposal specifies otherwise, these Terms will continue on a rolling basis until terminated by either party giving written notice of at least 30 days (or such longer period as specified in your Proposal).

13.3 If you terminate prior to the expiry of a Fixed Term, you agree to pay any liquidated damages stipulated in your Proposal. You acknowledge that such amounts, where specified, represent a genuine pre-estimate of loss and are not a penalty.

14. Breach

If you breach any of these Terms and do not remedy the breach within 7 days (if it is capable of remedy), or the breach is not capable of being remedied, or you become insolvent, Groundshift may terminate or suspend your use of the Services and access to Data.

15. Accrued Rights

Termination is without prejudice to accrued rights. On termination you remain liable for accrued charges and must immediately cease to use the Services.

16. Survival

Clauses 5, 6, 7, 11, 12, 13, 15, this clause 16, and clause 19 survive expiry or termination.

17. Service Availability

Groundshift intends the platform supporting the Services to be available 24/7 but does not guarantee this. Groundshift will use reasonable endeavours to publish advance details of any planned interruptions. Where a Service includes scheduled or in-person components, the relevant times and locations are as specified at enrolment.

18. Force Majeure

Neither party shall be liable for delay or failure to perform (other than an obligation to pay money) due to Force Majeure. If a Force Majeure event exceeds sixty (60) days, either party may terminate immediately on written notice.

19. General Provisions

19.1 These Terms supersede all prior agreements and constitute the entire agreement between the parties in relation to the Services.

19.2 The relationship of the parties is that of principal and independent contractor.

19.3 No waiver will be effective unless made in writing.

19.4 You may not assign or transfer any rights without Groundshift's prior written consent.

19.5 If any part of these Terms is invalid, it is to be replaced with a provision that accomplishes, as nearly as possible, the original purpose.

19.6 No third party has any right to benefit under or enforce any term of these Terms.

19.7 (a) If you reside in New Zealand, the laws of New Zealand govern these Terms and you submit to the courts of New Zealand. (b) If you reside in Australia, the laws of Queensland, Australia govern these Terms and you submit to the courts of Queensland.

19.8 Notices to Groundshift: [SUPPORT EMAIL, e.g. support@groundshift.ag]. For privacy-related enquiries and data subject requests, use the contact details set out in the Privacy Policy. Notices to you: the email address you provided when setting up access.

This document is a template adapted to reflect Groundshift's described operations as an agricultural education and online learning provider. It is not legal advice. We recommend having it reviewed by a qualified lawyer before publication, and confirming the bracketed details (legal entity name, NZBN, support email) and your refund and Fixed Term arrangements are correct.

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