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Cybersecurity compliance for critical infrastructure.
© Copyright Overcyte 2025
Last updated: 17th May 2025
1.1 This Agreement applies to your use of the Service (as that term is defined below). By clicking I agree to the subscription agreement:
a. you agree to this Agreement; and
b. where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorised to, and do in fact, agree to this Agreement on that person’s behalf and that, by agreeing to this Agreement on that person’s behalf, that person is bound by this Agreement.
1.2 If you do not agree to this Agreement, you are not authorised to access and use the Service, and you must immediately stop doing so.
2.1 Subject to clause 2.3:
a. we may change the terms of this Agreement at anytime by notifying you of the change by email or by posting a notice on the Website; and
b. unless stated otherwise, any change takes effect from the date set out in the notice.
2.2 You are responsible for ensuring you are familiar with the latest Agreement terms.
2.3 If a change to the terms of this Agreement is detrimental to you, you may terminate this Agreement on no less than 10 days’ notice, provided the notice is received by us before the date that the change takes effect. If you give notice under this clause 2.3, the previous version of the Agreement will apply to your access to and use of the Service during the notice period. If you do not exercise your termination right under this clause, and you continue to access and use the Service from the date on which the terms of this Agreement are changed, you agree to be bound by the changed terms.
2.4 The terms of this Agreement were last updated on 17th May 2025.
3.1 In this Agreement:
Agreement means this agreement titled Subscription Agreement, including the Data Processing Addendum.
Confidential Information means any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the provision and use of the Service. Our Confidential Information includes Intellectual Property owned by us (or our licensors),including the Overcyte Software. Your Confidential Information includes the Data.
Data means all data, content, and information (including personal information) owned, held, used or created by you or on your behalf that is stored using, or inputted into, the Service.
Data Processing Addendum means the data processing addendum available on request.
Fees means the applicable fees for your Subscription Type set out on our pricing page or as agreed otherwise in writing between you and us, as may be updated from time to time in accordance with clause 7.6.
Force Majeure means an event that is beyond the reasonable control of a party, excluding:
including and similar words do not imply any limit.
Intellectual Property Rights includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.
Objectionable includes being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.
Organisation means a single legal entity that is registered to use the Overcyte SaaS Platform under this aggreement. The license granted is limited solely to that legal entity and does not extend to affiliated companies, subsidiaries, parent entities, or third parties unless explicitly agreed to in writing by Overcyte.
Overcyte Software means the software owned by us(and our licensors) that is used to provide the Service.
a party includes that party’s permitted assigns.
Permitted Users means your personnel who are authorised to access and use the Service on your behalf in accordance with clause 5.3.
a person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity.
personal information means information about an identifiable, living person, and includes personal data, personally identifiable information and equivalent information under applicable privacy and data protection laws.
personnel includes officers, employees, contractors and agents, but a reference to your personnel does not include us.
Privacy Policy means the privacy policy at overcyte.com/privacy-policy.
Sales Tax means includes sales tax, use tax, goods and services tax, value added tax and equivalent tax payable under any applicable law.
Service means the service having the core functionality described on the Website, as applicable to your Subscription Type, as the Website is updated from time to time.
Start Date means the date that you click I agree to the subscription agreement.
Subscription Period means the subscription period you have selected for the Service (e.g. monthly, annual, multi-year).
Subscription Type means the subscription type you have selected for the Service, with the features and subject to the restrictions (if any) set out on the pricing page of the Website.
Underlying Systems means the Overcyte Software, IT solutions, systems and networks (including software and hardware) used to provide the Service, including any third party solutions, systems and networks.
We, us or our means Overcyte Limited, company number 9020868.
Website means the internet site at www.overcyte.com and www.overcyte.io or such other site notified to you by us.
Year means a 12-month period starting on the Start Date or the anniversary of that date.
You or your means you or, if clause 1.1b applies, both you and the other person on whose behalf you are acting.
Words in the singular include the plural and vice versa.
Workspace means a logically separated environment within the Overcyte SaaS Platform created by the Organisation for internal use, such as by different business units, departments, or teams. Multiple Workspaces may be created under a single Organisation account; however, all Workspaces must be used solely by the Organisation and remain within the scope of the same legal entity. Use of Workspaces by affiliated entities, subsidiaries, or third parties is not permitted without Overcyte’s prior written consent.
A reference to a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them.
3.2 If there is any conflict between any of the following, they will have precedence in the descending order of priority set out below:
a. the Data Processing Addendum (if applicable);and
b. the remainder of the Agreement.
4.1 We must use reasonable efforts to provide the Service:
a. in accordance with this Agreement and applicable law;
b. exercising reasonable care, skill and diligence; and
c. using suitably skilled, experienced and qualified personnel.
4.2 Our provision of the Service to you is non-exclusive. Nothing in this Agreement prevents us from providing the Service to any other person.
4.3 Subject to clause 4.4,we must use reasonable efforts to ensure the Service is available. However, it is possible that on occasion the Service may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. We must use reasonable efforts to publish on the Website and by email advance details of any unavailability.
4.4 Through the use of web services and APIs, the Service interoperates with a range of third party service features. We do not make any warranty or representation on the availability of those features. Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make available that feature to you. To avoid doubt, if we exercise our right to cease the availability of a third party feature, you are not entitled to any refund, discount or other compensation.
5.1 You and your personnel must:
a. use the Service in accordance with this Agreement solely for:
i. your own internal business purposes; and
ii. lawful purposes; and
b. not resell or make available the Service to any third party, or otherwise commercially exploit the Service.
5.2 When accessing the Service, you and your personnel must:
a. not impersonate another person or misrepresent authorisation to act on behalf of others or us;
b. correctly identify the sender of all electronic transmissions;
c. not attempt to undermine the security or integrity of the Underlying Systems;
d. not use, or misuse, the Service in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Service;
e. not attempt to view, access or copy any material or data other than:
i. that which you are authorised to access; and
ii. to the extent necessary for you to use the Service in accordance with this Agreement; and
f. neither. use the Service in a manner, nor transmit, input or store any Data, that breaches any third party right(including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading.
5.3 Without limiting clause 5.2, no individual other than a Permitted User may access or use the Service. You:
a. may authorise any member of your personnel to be a Permitted User, by creating user accounts for those Permitted Users with separate login details;
b. may, at any time, restrict Permitted Users’ access to certain features;
c. are responsible for any Permitted User accounts you create, and must delete the Permitted User’s account if you no longer wish the Permitted User to have access (e.g. where an employee ceases working for you). We take no responsibility for the level of access granted to a Permitted User, or for the deletion of Permitted Users’ accounts; and
d. must procure each Permitted User’s compliance with clauses 5.1 and 5.2 and any other reasonable condition notified by us to you.
5.4 breach of any term of this Agreement by your personnel (including, to avoid doubt, a Permitted User) is deemed to be a breach of this Agreement by you.
5.5 You are responsible for procuring all licences, authorisations and consents required for you and your personnel to use the Service, including to use, store and input Data into, and process and distribute Data through, the Service.
6.1 You acknowledge that:
a. we may require access to the Data to exercise our rights and perform our obligations under this Agreement; and
b. to the extent that this is necessary but subject to clause 9,we may authorise a member or members of our personnel to access the Data for this purpose.
6.2 You must arrange all consents and approvals that are necessary for us to access the Data as described in clause 6.1.
6.3 You acknowledge and agree that:
a. we may:
i. use Data and information about your and your end users’ use of the Service to generate anonymised and aggregated statistical and analytical data (Analytical Data); and
ii. use Analytical Data for our internal research and product development purposes and to conduct statistical analysis and identify trends and insights.
b. our rights under clause 6.3aii above will survive termination or expiry of this Agreement; and
c. title to, and all Intellectual Property Rights in, Analytical Data is and remains our property.
6.4 You acknowledge and agree that to the extent Data contains personal information, in collecting, holding and processing that information through the Service, we are acting as your agent and/or a data processor and/or as a service provider for the purposes of applicable privacy and data protection laws. You must obtain all necessary consents from the relevant individual to enable us to collect, use, hold and process that information in accordance with this Agreement. Each party must comply with the additional terms in the Data Processing Addendum.
6.5 You agree that we may store Data (including any personal information) in secure servers as specified in our Security Statement and may access that Data (including any personal information) in New Zealand and in other countries where our personnel are located from time to time.
6.6 You indemnify us against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by our solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is Objectionable, incorrect or misleading.
7.1 You must pay us the Fees.
7.2 The Fees exclude Sales Tax, which you must pay where applicable, subject to us providing you with a valid Sales Tax invoice.
7.3 Subject to clause 7.4:
a. the Fees will be charged to your valid debit or credit card in advance of each Subscription Period;
b. unless you cancel your subscription to the Service by contacting us via email, before the expiry of a Subscription Period, you authorise us to charge the Fees for the next Subscription Period to your debit or credit card; and
c. if we are unable to collect the Fees from your debit or credit card for any reason, including where your card has expired or there are insufficient funds, you remain responsible for any uncollected amounts and we may suspend or cancel your access to the Service without giving you notice.
7.4 If you have subscribed to an annual subscription and opt to pay by invoice:
a. we will provide you invoices in advance of each Subscription Period;
b. you must pay the Fees:
i. in accordance with the payment terms set out on our pricing page on the Website; and
ii. electronically in cleared funds without any set off or deduction.
7.5 We may charge interest on overdue amounts. Interest will be calculated from the due date to the date of payment (both inclusive) at an annual percentage rate equal to the corporate overdraft reference rate (monthly charging cycle) applied by our primary trading bank as at the due date (or, if our primary trading bank ceases to quote that rate, then the rate which in the opinion of the bank is equivalent to that rate in respect of similar overdraft accommodation expressed as a percentage) plus 2% per annum.
7.6 By giving at least 60 days’ notice, we may increase the Fees with effect from the start of a Subscription Period (but not the first Subscription Period). If you do not wish to pay the increased Fees, you may terminate this Agreement in accordance with clause 12.1b. If you do not terminate this Agreement in accordance with clause 12.1b, you are deemed to have accepted the increased Fees.
8.1 Subject to clause 8.2, title to, and all Intellectual Property Rights in, the Service, the Website, and all Underlying Systems is and remains our property (and our licensors’ property). You must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.
8.2 Title to, and all Intellectual Property Rights in, the Data (as between the parties) remains your property. Subject to the Data Processing Addendum (if applicable), you grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Data for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with this Agreement.
8.3 To the extent not owned by us, you grant us a royalty-free, transferable, irrevocable and perpetual licence to use for our own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by us in the provision of the Service.
8.4 If you provide us with ideas, comments or suggestions relating to the Service or Underlying Systems (together feedback):
a. all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by us; and
b. we may use or disclose the feedback for any purpose.
8.5 You acknowledge that the Service may link to third party websites or feeds that are connected or relevant to the Service. Any link from the Service does not imply that we endorse, approve or recommend, or have responsibility for, those websites or feeds or their content or operators. To the maximum extent permitted by law, we exclude all responsibility or liability for those websites or feeds.
9.1 Each party must, unless it has the prior written consent of the other party:
a. keep confidential at all times the Confidential Information of the other party;
b. effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and
c. disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, clauses 9.1a and 9.1b.
9.2 The obligation of confidentiality in clause 9.1 does not apply to any disclosure or use of Confidential Information:
a. for the purpose of performing a party’s obligations, or exercising a party’s rights, under this Agreement;
b. required by law (including under the rules of any stock exchange);
c. which is publicly available through no fault of the recipient of the Confidential Information or its personnel;
d. which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality; or
e. by us if required as part of a bona fide sale of our business (assets or shares, whether in whole or in part) to a third party, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than this clause 9.
10.1 Each party warrants that it has full power and authority to enter into, and perform its obligations under, this Agreement.
10.2 To the maximum extent permitted by law:
a. our warranties are limited to those set out in this Agreement, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise (including any warranty of merchantability or fitness for purpose) are expressly excluded and, to the extent that they cannot be excluded, liability for them is limited as set out in clause 11; and
b. we make no representation concerning the quality of the Service and do not promise that the Service will:
i. meet your requirements or be suitable for a particular purpose, including that the use of the Service will fulfil or meet any statutory role or responsibility you may have; or
ii. be secure, free of viruses or other harmful code, uninterrupted or error free.
10.3 You agree and represent that you are acquiring the Service, and entering into this Agreement, for the purpose of trade. The parties agree that:
a. to the maximum extent permissible by law, no consumer protection laws apply to the supply of the Service or this Agreement; and
b. it is fair and reasonable that the parties are bound by this clause 10.3.
10.4 Where legislation or rule of law implies into this Agreement a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in this Agreement. However, our liability for any breach of that condition or warranty is limited, at our option, to:
a. supplying the Service again; and/or
b. paying the costs of having the Service supplied again.
11.1 Our maximum aggregate liability under or in connection with this Agreement or relating to the Service, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not in any Subscription Period exceed an amount equal to the Fees paid by you relating to the Service for that Subscription Period. The cap in this clause 11.1includes the cap set out in clause 10.2a.
11.2 Neither party is liable to the other under or in connection with this Agreement or the Service for any:
a. loss of profit, revenue, savings, business, use, data (including Data), and/or goodwill; or
b. consequential, indirect, incidental or special damage or loss of any kind.
11.3 Clauses 11.1 and 11.2 do not apply to limit our liability under or in connection with this Agreement for:
a. personal injury or death;
b. fraud or wilful misconduct; or
c. a breach of clause 9.
11.4 Clause 11.2does not apply to limit your liability:
a. to pay the Fees;
b. under the indemnity in clause 6.6; or
c. for those matters stated in clause 11.3a to 11.3c.
11.5 Neither party will be responsible, liable, or held to be in breach of this Agreement for any failure to perform its obligations under this Agreement or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under this Agreement, or by the negligence or misconduct of the other party or its personnel.
11.6 Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with this Agreement or the Service.
12.1 Unless terminated under this clause 12, this Agreement:
a. starts on the Start Date; and
b. continues for successive Subscription Periods unless a party gives at least 30 days’ notice that this Agreement will terminate on the expiry of the current Subscription Period.
12.2 Subject to clauses 2.3 and 7.6, if the subscription option you have selected includes a minimum initial term, the earliest date for termination under clause 12.1 will be the expiry of that initial term.
12.3 Either party may, by notice to the other party, immediately terminate this Agreement if the other party:
a. breaches any material provision of this Agreement and the breach is not:
i. remedied within 10 days of the receipt of a notice from the first party requiring it to remedy the breach; or
ii. capable of being remedied; or
b. becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason.
12.4 You may terminate this Agreement in accordancewith clauses 2.3 and 7.6.
12.5 Termination of this Agreement does not affect either party’s rights and obligations that accrued before that termination.
12.6 On termination of this Agreement, you must pay all Fees for the provision of the Service prior to that termination.
12.7 No compensation is payable by us to you as a result of termination of this Agreement for whatever reason, and you will not be entitled to a refund of any Fees that you have already paid.
12.8 Except to the extent that a party has ongoing rights to use Confidential Information, at the other party’s request following termination of this Agreement but subject to clause 12.9, a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control.
12.9 At any time prior to one month after the date of termination, you may request:
a. a copy of any Data stored using the Service, provided that you pay our reasonable costs of providing that copy. On receipt of that request, we must provide a copy of the Data in a common electronic form. We do not warrant that the format of the Data will be compatible with any software; and/or
b. deletion of the Data stored using the Service, in which case we must use reasonable efforts to promptly delete that Data.
To avoid doubt, we are not required to comply with clause 12.9a to the extent that you have previously requested deletion of the Data.
12.10 Without limiting any other right or remedy available to us, we may restrict or suspend your access to and use of the Service and/or delete, edit or remove the relevant Data if we consider that you or any of your personnel have:
a. undermined, or attempted to undermine, the security or integrity of the Service or any Underlying Systems;
b. used, or attempted to use, the Service:
i. for improper purposes; or
ii. in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Service;
c. transmitted, inputted or stored any Data that breaches or may breach this Agreement or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be Objectionable, incorrect or misleading; or
d. otherwise materially breached this Agreement.
13.1 Neither party is liable to the other for any failure to perform its obligations under this Agreement to the extent caused by Force Majeure.
13.2 No person other than you and us has any right to a benefit under, or to enforce, this Agreement.
13.3 For us to waive a right under this Agreement, that waiver must be in writing and signed by us.
13.4 Subject to clause 6.4, we are your independent contractor, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under this Agreement.
13.5 If we need to contact you, we may do so by email or by posting a notice on the Website. You agree that this satisfies all legal requirements in relation to written communications. You may give notice to us under or in connection with this Agreement by emailing info@overcyte.com.
13.6 This Agreement, and any dispute relating to this Agreement or the Service, are governed by and must be interpreted in accordance with the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with this Agreement or the Service.
13.7 Clauses which, by their nature, are intended to survive termination of this Agreement, including clauses 6.6, 8, 9, 11, 12.5 to 12.9 and 13.6, continue in force.
13.8 If any part or provision of this Agreement is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If modification is not possible, the part or provision must be treated for all purposes as severed from this Agreement. The remainder of this Agreement will be binding on you.
13.9 Subject to clauses 2.1 and 7.6, any variation to this Agreement must be in writing and signed by both parties.
13.10 This Agreement set out everything agreed by the parties relating to the Service, and supersede and cancel anything discussed, exchanged or agreed prior to the Start Date. The parties have not relied on any representation, warranty or agreement relating to the Service that is not expressly set out in this Agreement, and no such representation, warranty or agreement has any effect from the Start Date. The parties agree that it is fair and reasonable that the parties are bound by this clause 13.10.
13.11 You may not assign, novate, subcontract or transfer any right or obligation under this Agreement without our prior written consent, that consent not to be unreasonably withheld. You remain liable for your obligations under this Agreement despite any approved assignment, subcontracting or transfer.