Terms & Conditions

Effective Date: 1st February 2025

DEFINITIONS

For clarity and consistency, the following definitions apply throughout these Terms and Conditions:

  • “Agreement” or “Terms”: This document, including all incorporated provisions and any referenced policies.
  • “Service”: The cloud-based software application(s), related websites, and any associated services provided by Workshop Logic.
  • “User,” “you,” or “your”: Any individual or entity using or accessing the Service under these Terms.
  • “User Data”: Any data, information, or content submitted, uploaded, or otherwise transmitted by you or on your behalf through the Service.
  • “Confidential Information”: All non-public information disclosed by Workshop Logic, including but not limited to business plans, technical data, pricing, product roadmaps, and trade secrets.
  • “Subscription Fees”: Any recurring or usage-based fees you agree to pay for access to the Service, billed monthly unless otherwise agreed in writing.
  • “AUP”: Acceptable Use Policy. Certain usage restrictions are embedded in these Terms (see Section 5.2).
  • “PostgreSQL Format”: A database export format compatible with PostgreSQL or equivalent.

1. ACCEPTANCE OF TERMS

1.1 Binding Agreement

These Terms and Conditions (“Terms”) form a legally binding agreement between you (“User,” “you,” or “your”) and Workshop Logic (“Workshop Logic,” “we,” “us,” or “our”). By registering for an account, subscribing to, or using the Service, you confirm that you have reviewed, understood, and agree to be bound by these Terms in their entirety.

1.2 Authority to Bind

If you do not agree with any portion of these Terms, or if you do not possess the authority to bind a business or organization to these Terms, you must discontinue use of the Service immediately.

1.3 Consent to Automatic Updates and Integrations

By using the Service, you explicitly consent to automatic software updates, the collection of analytics, and integration with third-party services as described herein. You further acknowledge that Workshop Logic may collect, store, and process personal information and operational data as set forth in these Terms and our separate Privacy Policy.

1.4 Continued Use After Modifications

Your continued use of the Service following any modifications to these Terms constitutes your acceptance of the revised Terms. If you do not agree to such modifications, your sole remedy is to cease using the Service.

1.5 Exclusion of Implied Duties

No obligations, covenants, or duties shall be implied beyond those expressly stated in these Terms.

2. CHANGES TO TERMS

2.1 Right to Modify

Workshop Logic reserves the right, at its sole discretion, to modify, update, amend, or replace these Terms, in whole or in part, at any time. Such changes will be communicated through various methods, including email notifications, in-app notices, or by posting updated Terms on our official website.

2.2 Effective Date of Changes

Unless otherwise stated, modifications to these Terms take effect immediately upon publication. It is your responsibility to review the Terms periodically. Your continued use of the Service after the effective date of such changes constitutes acceptance of the revised Terms.

2.3 Material Changes

If any changes materially affect your rights, you may terminate your subscription by providing at least 10 days’ written notice prior to the effective date of the modifications. Absent such notice, you are deemed to have accepted the revised Terms.

3. INTELLECTUAL PROPERTY RIGHTS

3.1 WorkshopLogic IP

All intellectual property rights, including but not limited to copyrights, trademarks, service marks, and patents, related to Workshop Logic’s software, documentation, and branding are owned by Workshop Logic or its licensors. Nothing in these Terms conveys title or ownership of Workshop Logic’s intellectual property to you.

3.2 License to Use Service

Subject to these Terms and any applicable subscription plan, Workshop Logic grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes. You may not sublicense, resell, or otherwise commercially exploit the Service without our prior written consent.

3.3 Restrictions

You shall not:

  1. Modify, create derivative works from, reverse engineer, decompile, or disassemble the Service;
  2. Remove or alter any proprietary notices or labeling;
  3. Use the Service for any purpose not expressly permitted by these Terms.

4. SERVICE AVAILABILITY, AUTOMATIC UPDATES & THIRD-PARTY INTEGRATIONS

4.1 Service Availability

Workshop Logic endeavors to provide a reliable 24/7 service. However, uninterrupted access cannot be guaranteed. Factors such as scheduled maintenance, technical failures, and third-party disruptions may impact availability. While we strive to minimize downtime, we reserve the right to perform necessary maintenance or system upgrades.

4.2 Automatic Updates

The Service may be automatically updated without explicit user consent. These updates may introduce new features, address regulatory requirements, or enhance performance and security. By continuing to use the Service after an update, you agree to accept any changes.

4.3 Third-Party Integrations

The Service may integrate with external providers (e.g., APIs, databases, or data sources). Workshop Logic does not control and is not responsible for the availability, accuracy, or security of such external services. We reserve the right to discontinue or modify any third-party integrations without liability or refunds to users.

4.4 Force Majeure Events

Workshop Logic shall not be liable for service interruptions or failures due to events beyond our reasonable control, such as natural disasters, war, cyberattacks, labor disputes, or governmental actions. In such circumstances, we will endeavor to restore service as swiftly as possible.

4.5 Integration & Compatibility Disclaimer

Workshop Logic does not guarantee compatibility with any specific hardware, software, or third-party services. You acknowledge that third-party updates or changes may affect Service functionality, and Workshop Logic disclaims any liability arising from such issues.

4.6 Accuracy of Usage Metering

Where the Service incorporates usage-based billing, you acknowledge that metering is based on Workshop Logic’s internal systems. While we strive for accuracy, minor discrepancies may occur. You agree that Workshop Logic’s determination of usage is final and binding, absent manifest error.

5. USER OBLIGATIONS AND RESPONSIBILITIES

5.1 Compliance with Laws

You agree to use the Service in accordance with all applicable local, national, and international laws and regulations. You bear sole responsibility for the legality, accuracy, and completeness of any data or content you enter into the Service.

5.2 Embedded Acceptable Use Policy (AUP)

You shall not misuse or interfere with the Service. Prohibited conduct includes, without limitation:

  1. Illegal, Immoral, or Unethical Use: Uploading or transmitting content that is unlawful, harmful, hateful, harassing, defamatory, obscene, or otherwise objectionable.
  2. Unauthorized Resource Consumption: Excessive API requests, bandwidth consumption, or automated scripts that disrupt performance.
  3. Adult, Gambling, or Illegal File Sharing: Hosting adult content, running gambling operations, or engaging in unauthorized file sharing.
  4. Unauthorized Access: Attempting to gain unauthorized access to any component of the Service or other users’ accounts.
  5. Security Violations: Uploading malware, viruses, or any destructive code, or violating the integrity or security of the Service.

5.3 Security

You are responsible for safeguarding your account credentials and must promptly notify Workshop Logic of any suspected unauthorized use or breach. You remain liable for activity on your account until such notice is given and acknowledged.

5.4 Representations and Warranties by User

You represent and warrant that:

  1. You have all necessary rights, title, and authority to upload and use any User Data within the Service;
  2. Your User Data does not infringe upon any third-party rights (including intellectual property rights) nor violate any law or regulation;
  3. Your use of the Service will comply with all applicable laws and regulations.

5.5 Additional Industry-Specific Rules

None at this time. Should you operate in a regulated sector (e.g., healthcare, finance), you remain solely responsible for adhering to applicable industry-specific regulations.

6. PRIVACY AND DATA HANDLING

6.1 Compliance with Data Protection Laws

Workshop Logic is committed to handling user data in compliance with applicable data protection laws, including but not limited to the New Zealand Privacy Act 2020. Currently, we only service businesses in New Zealand and do not process data from other jurisdictions.

6.2 Reference to Privacy Policy

Your use of the Service is also governed by our separate Privacy Policy, which is incorporated by reference. In the event of any conflict between these Terms and the Privacy Policy, these Terms shall prevail except where the Privacy Policy is required to comply with applicable privacy laws.

6.3 Data Retention

Upon termination or expiration of your subscription, Workshop Logic may retain User Data for up to seven (7) years to comply with legal or regulatory obligations, after which it will be securely deleted or anonymized.

6.4 User Data Ownership and License

(a) User Ownership

You retain all rights, title, and interest in and to the User Data you submit to the Service.

(b) License Grant to Workshop Logic

By uploading or submitting User Data, you grant Workshop Logic a non-exclusive, worldwide, royalty-free, irrevocable license (with the right to sublicense) to use, host, store, reproduce, modify, create derivative works of, and otherwise exploit your User Data for the purposes of operating, maintaining, improving, and providing the Service. This license extends to aggregating and anonymizing your User Data, as described in Section 6.5.

6.5 Aggregated and Anonymized Data

Workshop Logic may aggregate or anonymize User Data such that it no longer identifies you or any individual. Workshop Logic shall own all rights in and to such aggregated or anonymized data, and may use, disclose, license, distribute, or sell it for any lawful purpose, including research, benchmarking, analytics, or industry analysis.

6.6 Data Subject Rights

You may request access to, correction of, or deletion of your personal data by contacting support@workshoplogic.com. Such requests will be addressed in accordance with legal obligations and may be subject to verification of your identity.

6.7 Security Measures

Workshop Logic employs reasonable administrative, technical, and organizational safeguards to protect your data. No data transmission or storage mechanism can be guaranteed to be entirely secure. You acknowledge that you provide data at your own risk.

7. SUBSCRIPTION, PAYMENT, AND REFUND POLICY

7.1 Subscription Model

The Service operates on a monthly subscription basis, with a mixture of fixed fees and usage-based charges. All fees will be communicated to you during sign-up or through a statement of work.

7.2 Payment Methods

You agree to provide valid and up-to-date payment information and authorize Workshop Logic to charge your Capricorn account or accept payment via bank transfer. All fees are payable in the currency indicated by Workshop Logic.

7.3 Late Fees and Interest

If payments are not received within 10 days of the due date, a late fee of $8 shall be applied. Additionally, interest shall accrue on overdue amounts at 10% per annum, calculated daily from the due date until full payment is received.

7.4 No-Refunds Policy; Exceptions

All payments are non-refundable, including for unused service periods or partial months. Exceptions:

  1. If the Service is unavailable for more than fourteen (14) consecutive days, in which case a pro-rata refund will be issued for each full day of unavailability after the fourteenth day. Calculation of the pro-rata amount shall be based on your monthly Subscription Fee divided by 30 (or the number of days in that billing cycle), and any partial day of downtime is not counted.
  2. If a refund is mandated by law.

7.5 Requesting a Refund

If you believe you are entitled to a pro-rata refund per Section 7.4(1), you must send a request to support@workshoplogic.com within three (3) days after the period of downtime ends. If you fail to request a refund within this timeframe, you waive your right to such refund.

7.6 Fee Changes

Workshop Logic may adjust subscription fees by providing 30 days' prior notice. Continued use of the Service after the effective date of a fee adjustment constitutes acceptance of the new fees.

7.7 Payment Defaults

If payment is not received within 10 days of the due date, Workshop Logic reserves the right to suspend or terminate your access to the Service until all outstanding amounts are settled. You remain liable for any charges incurred up to the point of suspension or termination.

8. THIRD-PARTY CONTENT AND SERVICES

8.1 External Links and Tools

The Service may present links to third-party websites or incorporate external tools. Workshop Logic does not endorse, control, or assume liability for any third-party content, products, or services. Your interactions with any third-party offerings are solely at your own risk.

8.2 Discontinuation of Integrations

Workshop Logic is not responsible for ensuring the continuous availability or performance of third-party integrations. We may discontinue or modify such integrations at any time without incurring liability or providing refunds.

9. DISCLAIMER OF WARRANTIES

9.1 "As Is" and "As Available"

To the fullest extent permitted by law, the Service is provided on an "as is" and "as available" basis, with all faults and without warranties of any kind, whether express or implied.

9.2 Scope of Disclaimer

Workshop Logic expressly disclaims all warranties, whether statutory, express, or implied, including but not limited to any warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from a course of dealing or usage of trade.

9.3 No Other Warranties

No advice or information, whether oral or written, obtained from Workshop Logic or through the Service shall create any warranty not expressly stated in these Terms.

9.4 Insurance Coverage Disclaimer

Workshop Logic does not represent or warrant that it carries any particular type or level of insurance coverage, and we disclaim all obligations related to obtaining or maintaining insurance unless otherwise required by applicable law.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Certain Damages

Under no circumstances shall Workshop Logic be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to lost profits, business interruptions, or data loss, even if advised of the potential for such damages.

10.2 Liability Cap

To the maximum extent permitted by law, Workshop Logic's total liability under these Terms shall not exceed the amount paid by you to Workshop Logic in the one-month period immediately preceding the event giving rise to the claim.

10.3 Jurisdictional Limitations

Some jurisdictions do not permit the limitation or exclusion of certain liabilities. In such instances, Workshop Logic's liability shall be limited to the maximum extent allowed under applicable law.

11. INDEMNIFICATION

11.1 User Indemnification

You agree to indemnify, defend, and hold harmless Workshop Logic and its affiliates, officers, directors, employees, and agents against any third-party claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

  1. Your use or misuse of the Service;
  2. Your violation of any applicable law or regulation;
  3. Your breach of these Terms, including the representations and warranties set forth herein;
  4. Any User Data you submit or transmit through the Service that infringes upon the rights of a third party.

11.2 Indemnification Procedure

Workshop Logic shall use reasonable efforts to notify you of any such claim, action, or proceeding. Workshop Logic reserves the right to select its own counsel, and you shall fully cooperate in the defense of any claim.

12. TERM AND TERMINATION

12.1 Term

These Terms shall remain in effect as long as you maintain an active subscription or continue to use the Service, unless otherwise terminated in accordance with these Terms.

12.2 Termination by WorkshopLogic

Workshop Logic may, at its sole discretion, suspend or terminate your access to the Service immediately and without prior notice if:

  1. You breach any of these Terms;
  2. You fail to pay subscription fees when due;
  3. You engage in unethical use, insolvent behavior, competitor usage, or other prohibited conduct;
  4. We determine it is necessary to comply with legal or regulatory obligations.

12.3 Termination by User

(a) Written Notice Requirement
If no separate Service Level Agreement ("SLA") or Master Services Agreement is in place, you may cancel your subscription only by sending an email or support ticket to Workshop Logic at support@workshoplogic.com or by using the support ticketing system.

(b) 90-Day Notice
Where no SLA supersedes these Terms, you agree to provide no less than ninety (90) days' prior written notice of your intent to terminate. Your subscription shall remain active, and you will be charged all applicable fees until the conclusion of this 90-day notice period.

12.4 Effects of Termination

Upon termination of your subscription:

  1. You must cease all use of the Service immediately;
  2. Workshop Logic may retain your data for up to seven (7) years in accordance with Section 6.3;
  3. You shall not be entitled to any refunds of prepaid fees unless explicitly stated in these Terms or required by law;
  4. Any obligations that by their nature should survive termination (e.g., confidentiality, indemnification, or limitations of liability) shall survive.

12.5 Confidentiality Post-Termination

Your duty to maintain the confidentiality of any Confidential Information disclosed by Workshop Logic survives any termination or expiration of this Agreement.

13. POST-TERMINATION DATA EXPORT

13.1 Data Export Window

Following the termination or expiration of your subscription, you may request, within thirty (30) days, an export of your User Data in PostgreSQL Format.

13.2 Export Fees

The data export will be charged at a rate of NZD $155 + GST per hour. Workshop Logic shall provide an estimate of the total hours prior to commencing the export if requested, but you acknowledge the final cost may vary based on the actual time required.

13.3 No Automated Download

The data export will not be available as an automated downloadable file. Workshop Logic will prepare the export and deliver it to you via secure means (e.g., secure file transfer), subject to your payment of all applicable export fees.

13.4 Forfeiture of Data

If you do not request the data export within thirty (30) days following termination, Workshop Logic may permanently anonymize your data in accordance with Section 6.3.

14. GOVERNING LAW AND DISPUTE RESOLUTION

14.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of New Zealand, without regard to its conflict of laws principles. All users, including sole traders, are treated as businesses for the purposes of this Agreement, and any micro-business or consumer protection statutes are disclaimed to the fullest extent permitted by law.

14.2 Arbitration in Wellington

Any disputes arising out of or relating to these Terms or the Service shall be finally resolved through arbitration conducted in accordance with the rules of a recognized local arbitration body in Wellington, New Zealand, in the English language. The arbitrator's decision shall be final and binding, with minimal avenues for appeal as permitted under local law.

14.3 No Class Action Waiver

If Workshop Logic expands into the United States or other jurisdictions recognizing class actions, we reserve the right to amend these Terms to include a class action waiver at that time.

14.4 Venue for Interim Relief

Nothing in this Section prevents either party from seeking interim or injunctive relief in the courts of Wellington, New Zealand, if necessary to protect its rights or property.

15. SEVERABILITY AND ENTIRE AGREEMENT

15.1 Severability

If any provision of these Terms is found invalid or unenforceable under applicable law, such provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable. If it cannot be so modified, that provision shall be severed, and the remaining provisions shall continue in full force and effect.

15.2 Entire Agreement

These Terms, together with any referenced policies (including any Privacy Policy, Acceptable Use Policy, or SLA), constitute the entire agreement between you and Workshop Logic with respect to the Service and supersede all prior or contemporaneous oral or written agreements, representations, or understandings.

16. ASSIGNMENT

16.1 Assignment by Workshop Logic

Workshop Logic may assign or transfer these Terms, in whole or in part, to any affiliate, subsidiary, or acquirer of our business assets without your consent and without notice.

16.2 Assignment by User

You may not assign, transfer, or delegate any of your rights or obligations under these Terms without the prior written consent of Workshop Logic. Any attempted assignment in violation of this provision shall be null and void.

17. NOTICES

17.1 Form and Delivery

Any written notice required or permitted under these Terms shall be deemed valid if delivered (a) by certified or registered mail, return receipt requested; (b) by reputable courier with tracking capability; or (c) by email with delivery confirmation, if the receiving party confirms receipt in writing (including by email).

17.2 Addresses

Notices to Workshop Logic must be sent to the physical or email address indicated below, or to such other address as Workshop Logic may designate by notice:

Workshop Logic Support
PO Box 299
Paraparaumu, Paraparaumu
Email: support@workshoplogic.com

17.3 Effective Date of Notice

A notice shall be deemed effective upon the earlier of (a) the date of actual receipt, as evidenced by a delivery receipt or written confirmation of receipt; or (b) five (5) business days after mailing if sent via certified mail.

18. NO WAIVER

Failure or delay by Workshop Logic to exercise any right, remedy, or power under these Terms shall not operate as a waiver thereof. Any single or partial exercise of any right, remedy, or power does not preclude further exercise of the same or any other right, remedy, or power.

19. ADDITIONAL PROVISIONS

19.1 Confidential Information

Any Confidential Information disclosed by Workshop Logic must be used solely for your use of the Service and protected with at least the same degree of care you use to protect your own confidential information, but in no event less than a reasonable standard of care. You shall not disclose, disseminate, or make available any Confidential Information to third parties without Workshop Logic's prior written consent.

19.2 Beta Features and Roadmap

  • Invitation Only: Participation in Beta Features is by invitation only. You must not access or enable Beta Features unless expressly authorized by Workshop Logic.
  • Disclaimer: Beta Features may cause errors, instability, or data loss. Use is at your own risk. Workshop Logic may collect user feedback regarding Beta Features without any obligation to continue, maintain, or incorporate that feedback.
  • Roadmap Discretion: Future roadmap elements or product features are subject to change at Workshop Logic's sole discretion.

19.3 Business Use and Consumer Laws

  1. Sole Traders Are Businesses: You represent that you are acquiring the Service for business purposes and that you are not a consumer for any legal or regulatory purpose, including the New Zealand Consumer Guarantees Act or equivalent legislation.
  2. Micro-Business Disclaimer: Any micro-business or sole trader is also treated as a business customer, and consumer protection statutes are disclaimed to the fullest extent permitted by law.

19.4 No Partnership or Agency

Nothing in these Terms shall be construed to create a partnership, joint venture, employer-employee, or agency relationship between you and Workshop Logic. Neither party has the authority to bind the other in any manner whatsoever.

19.5 Language Control

These Terms are drafted in the English language, and any translation is provided solely for convenience. In the event of any conflict between the English version and a translated version, the English version shall control.

20. CONTACT INFORMATION

For questions, concerns, or other inquiries regarding these Terms, please contact:

Email: support@workshoplogic.com
Address:
Workshop Logic Support
PO Box 299
Paraparaumu, Paraparaumu