Pilot / Trial Agreement
Contractor Business
Parties
This Pilot/Trial Agreement (Agreement) is between:
- ShearCore Ltd (Provider); and
- [Customer legal name] (Customer)
Background
- Provider owns and operates the software platform known as The Shearing Board™ (Platform).
- Customer wishes to trial the Platform for its shearing operations.
1. Trial Term
1.1 The trial starts on [Start Date] and ends 30 days later (Trial Term), unless ended earlier under this Agreement.
2. Trial Scope and Access
2.1 Provider will provide Customer with access to the Platform for the Trial Term for evaluation purposes only.
2.2 Trial access is limited to [number] users and the features enabled by Provider from time to time.
2.3 Customer must ensure:
- No shared logins
- Users only access data they are authorised to access
- Farmers/partners (if any) have no access to staff personal files
3. Fees
3.1 The trial is free of charge.
3.2 Any paid subscription or ongoing use after the Trial Term must be agreed in writing.
4. Customer Responsibilities
4.1 Customer is responsible for:
- the accuracy and legality of the data it inputs
- obtaining all necessary consents from its staff/contractors for data entered
- complying with all applicable laws (including privacy and employment obligations)
5. Data and Ownership
5.1 As between the parties: Customer owns its Customer Data. Provider owns the Platform, all improvements, and all intellectual property therein.
5.2 Customer grants Provider a limited right to host, process, and use Customer Data to provide and support the Platform during the Trial Term.
6. Confidentiality
6.1 Each party must keep confidential the other party's Confidential Information and only use it for the purposes of this trial.
6.2 Confidential Information includes the Platform (including features, workflows, pricing, roadmap), and any non-public information disclosed during the trial.
7. Restrictions
7.1 Customer must not (and must ensure its users do not):
- copy, modify, or create derivative works of the Platform
- reverse engineer, decompile, or attempt to discover source code
- use the Platform to build a competing product
8. Feedback
8.1 Customer may provide feedback. Provider may use feedback to improve the Platform without restriction and without obligation to Customer.
9. Support (Trial)
9.1 Provider will provide support by email and phone during the Trial Term, all hours, on a best-efforts basis.
10. Liability
10.1 To the maximum extent permitted by law, Provider excludes all implied warranties.
10.2 Provider's total aggregate liability arising out of or in connection with this Agreement is capped at NZD $5,000.
10.3 Provider is not liable for indirect or consequential loss, loss of profits, or loss of data (except to the extent it cannot be excluded by law).
11. Termination and Offboarding
11.1 Either party may terminate the trial on written notice. The Provider may terminate immediately for a material breach.
11.2 On termination or expiry, Provider will disable access. The Customer may request an export of Customer Data in a reasonable format within 14 days.
12. Data Protection and Privacy
12.1 Definitions
- (a) Customer Data means all data (including Personal Information) submitted to the Platform by or on behalf of Customer or its users.
- (b) Personal Information has the meaning given in the Privacy Act 2020.
- (c) Aggregated Data means data derived from Customer Data that has been combined with other data and is de-identified so that it does not identify, and is not reasonably likely to identify, any individual or Customer.
12.2 Roles
Customer is responsible for determining the purposes for which Personal Information is collected and used within the Platform. ShearCore will process Customer Data only to provide, maintain, secure, and support the Platform, and otherwise in accordance with this Agreement.
12.3 Customer Obligations
Customer warrants that it has all necessary rights, authorities, and consents to provide Customer Data (including Personal Information) to ShearCore and to permit ShearCore to process that data for the purposes of this Agreement. Customer is responsible for managing user access (including removing access for departing staff/contractors) and keeping login credentials secure.
12.4 ShearCore Obligations (Safeguards)
ShearCore will maintain reasonable technical and organisational safeguards designed to protect Customer Data against loss, unauthorised access, use, modification, or disclosure.
12.5 Sub-processors and Hosting
Customer authorises ShearCore to use third-party service providers (sub-processors) to host and process Customer Data for the purposes of providing the Platform, provided ShearCore remains responsible for their acts and omissions in relation to Customer Data to the extent required by law.
12.6 Privacy Incidents
If ShearCore becomes aware of a suspected or actual privacy breach affecting Customer Data, ShearCore will notify Customer without undue delay and will provide reasonable information and assistance to support Customer's assessment and any required notifications.
12.7 Return/Export and Deletion
On expiry or termination, Customer may request an export of Customer Data within 14 days. Following expiry/termination, ShearCore may delete Customer Data in accordance with its normal retention and deletion processes, subject to any legal requirement to retain it.
12.8 Product Analytics and Improvement (Service-related)
Customer agrees ShearCore may use Customer Data to the extent reasonably necessary to operate, support, secure, and improve the Platform (including troubleshooting, performance monitoring, and feature improvement), provided ShearCore does not disclose Customer Data to third parties except as permitted under this Agreement.
12.9 Aggregated Industry Reporting (Future Use)
- (a) Customer agrees ShearCore may create and use Aggregated Data derived from Customer Data for benchmarking, trend analysis, and industry reporting (including Health & Safety and Animal Welfare), and may share such Aggregated Data with industry groups and stakeholders.
- (b) ShearCore will take reasonable steps to ensure Aggregated Data shared externally is de-identified and presented at a level of aggregation intended to prevent re-identification of individuals or Customer.
- (c) Minimum aggregation threshold: ShearCore will not externally share Aggregated Data (including any metric, chart, or table) unless the relevant metric is derived from at least 5 separate businesses (or a higher threshold where ShearCore reasonably considers re-identification risk remains).
- (d) No identifiers: No external sharing of Aggregated Data will include Customer's name, farm names, staff names, specific addresses, or any other direct identifiers, unless Customer has agreed in writing.
- (e) Free-text narratives: Any free-text incident descriptions, notes, or narratives (including H&S and animal welfare notes) will be standardised, summarised and/or categorised before inclusion in any Aggregated Data shared externally, to reduce the risk of re-identification.
12.10 Opt-out (External Sharing of Aggregated Data)
Customer may opt out of clause 12.9 by giving written notice to ShearCore at any time, in which case ShearCore will not share Aggregated Data derived from Customer Data externally from the date of notice (noting Aggregated Data already shared cannot be recalled).
13. General
13.1 Governing Law and Jurisdiction: This Agreement is governed by the laws of New Zealand. The parties irrevocably submit to the exclusive jurisdiction of the courts of New Zealand in relation to any dispute or claim arising out of or in connection with this Agreement.
13.2 Entire Agreement: This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior discussions, representations, or arrangements (whether oral or written).
13.3 Variation: No amendment to this Agreement is effective unless it is in writing and signed by both parties.