Terms of Service

Last Updated: 23 August 2026 · Version 3.2

Important Legal Notice

These Terms of Service constitute a legally binding agreement. Please read them carefully before creating an account, accessing, or using Hoist. If you do not agree to these Terms, you must not access or use the Service.

Consumer Rights Notice — New Zealand Users

Nothing in these Terms limits or excludes any guarantee, right, remedy, representation, condition, or liability that cannot lawfully be limited, excluded, or contracted out of under the Consumer Guarantees Act 1993, Fair Trading Act 1986, Privacy Act 2020, or other applicable New Zealand law.

Where you acquire the Service for the purposes of a business, both you and Hoist are "in trade". To the extent permitted by law, you and Hoist agree to contract out of the Consumer Guarantees Act 1993 under section 43 of that Act and sections 9, 12A, 13, and 14(1) of the Fair Trading Act 1986 under section 5D of that Act.

This contracting out applies only in respect of conduct by Hoist in connection with the supply of the Service. It does not limit Hoist's rights or remedies in respect of any representation, statement, warranty, or conduct by you, including at registration or in connection with your access to or use of the Service.

You and Hoist acknowledge and agree that, having regard to the nature and purpose of the Service, the commercial relationship between the parties, and the other circumstances of this agreement, it is fair and reasonable for the parties to be bound by those exclusions.

1. Acceptance and Changes to Terms

These Terms of Service ("Terms") are a legal agreement between you and Hoist Software Limited ("Hoist", "we", "us", or "our"):

Company Number: 8842848 NZBN: 9429051507626

These Terms govern your access to and use of the Hoist platform, including our website, web application, mobile applications, APIs where made available, and all related products and services we provide (collectively, the "Service").

Acceptance

By expressly accepting these Terms during registration, creating an account, or using the Service, you agree to be bound by these Terms.

If you are accepting these Terms on behalf of a business or other organisation, you represent and warrant that you have authority to bind that organisation. In that case, "you" includes that organisation.

If you do not agree to these Terms, you must not access or use the Service.

Electronic Acceptance

You agree that these Terms may be entered into electronically and that electronic acceptance, records, notices, and communications may be used in connection with these Terms to the extent permitted by applicable law.

We may retain records relating to your acceptance of these Terms, including the version accepted, date and time of acceptance, account information, IP address, device or browser information, and other records reasonably necessary to establish or administer the contractual relationship.

Changes to These Terms

We may modify these Terms from time to time.

Changes that take effect on posting

Changes that do not materially and adversely affect your rights take effect when we post the updated Terms and update the "Last Updated" date and version number. These include clarifications, corrections, formatting and structural changes, updates to contact or company details, changes reflecting new or renamed features, and changes that expand your rights or reduce your obligations.

Changes required to comply with applicable law, a regulator, or a court, or that are reasonably necessary to address a security, fraud, or legal risk, also take effect on the date we specify, which may be immediately. We will notify you of such changes as soon as reasonably practicable.

Changes that require notice

Where a change materially and adversely affects your rights or obligations, we will:

notify you by email at least 30 days before the change takes effect;
post a notice on our website or within the Service; and
update the "Last Updated" date and version number.

Continued use of the Service after the effective date of updated Terms constitutes acceptance of those updated Terms.

If you do not agree with a change, you must stop using the Service before the change takes effect.

If a change materially and adversely affects you, you may terminate your subscription before the change takes effect and we will refund prepaid subscription fees attributable to the unused portion of your then-current billing period.

2. Who Can Use Hoist

Age Requirement

You must be at least 18 years old to use Hoist. The Service is designed for business use and is not intended for minors.

Business Users

If you use Hoist for or on behalf of a business, you represent and warrant that:

the business is validly existing under the laws applicable to it;
you are authorised to act for that business; and
you have authority to bind the business to these Terms.

Authority and Eligibility

You must have legal authority to enter into these Terms.

You must not access or use the Service if:

you are located in a country subject to applicable New Zealand sanctions or embargoes that prohibit us from providing the Service to you;
you are subject to applicable sanctions or restrictions that prohibit us from providing the Service to you;
your Hoist account has previously been terminated for a material violation of these Terms and we have not authorised you to create another account; or
you are otherwise legally prohibited from receiving or using the Service.

3. What Hoist Does

Hoist is a cloud-based workshop management software platform designed for automotive workshops, mechanics, and related businesses.

Depending on your plan and the functionality available at the relevant time, the Service may help businesses manage:

customer relationships and records;
job cards and work orders;
vehicle information and service history;
parts inventory and stock control;
invoicing and payments;
staff scheduling and time tracking;
workshop calendars and bookings;
reporting and business analytics;
document storage and management;
customer communications;
suppliers and purchasing; and
other workshop-related business processes.

Subscription Service

Hoist is provided primarily on a subscription basis.

Features, pricing, limits, integrations, and functionality may vary depending on your subscription, promotion, agreement, geographic location, or other applicable offering.

Service Updates

We continuously develop and improve Hoist.

Features may be introduced, changed, redesigned, replaced, or removed over time.

We will provide reasonable notice before removing a material feature that customers actively rely on where reasonably practicable.

Beta and Early-Access Features

We may make beta, preview, or early-access features available from time to time.

These features are provided for evaluation, may not perform as intended, and may be changed, suspended, or withdrawn at any time without the notice commitments that apply to generally available features.

To the maximum extent permitted by law, beta, preview, and early-access features are provided "as is", and the warranties in Section 19 do not apply to them.

4. Your Account

Creating an Account

When creating and maintaining an account, you must:

provide accurate and complete information;
keep your account information current;
maintain the security of your credentials;
not share personal login credentials except where the Service expressly supports authorised account access;
take reasonable steps to prevent unauthorised access; and
notify us promptly if you reasonably suspect unauthorised access or compromise.

You are responsible for activity undertaken through your account by persons you authorise to use it.

Account Security

You are responsible for taking reasonable steps to secure your account, including using appropriate passwords and authentication controls made available by Hoist.

We will take reasonable steps to protect our systems.

We are not responsible for loss resulting from unauthorised access caused by your failure to maintain reasonable account security, except to the extent the loss results from our breach of these Terms, negligence, or another liability that cannot lawfully be excluded.

Accurate Information and Verification

You must provide true, current, and complete information about yourself and your business and keep that information reasonably up to date.

This may include:

a genuine business or trading name;
a real and contactable email address;
a real and contactable telephone number;
billing information;
identity or business information reasonably required to verify your eligibility; and
other information reasonably necessary to provide or protect the Service.

We may take reasonable steps to verify information provided to us and may use fraud, security, and abuse-detection measures as described in our Privacy Policy.

We may refuse, restrict, suspend, or terminate an account or free trial where information is materially false, misleading, stolen, incomplete, or where we reasonably suspect fraudulent, automated, deceptive, or abusive registration activity.

Where reasonably practicable and appropriate, we will provide an opportunity to verify relevant information before taking permanent action.

Closing Your Account

You may close your account through available account settings or by contacting us.

Unless otherwise stated, cancellation of a paid subscription takes effect at the end of your current paid billing period.

You remain responsible for fees properly incurred before cancellation takes effect.

5. Subscription and Payment

Pricing

Subscription fees are described on our pricing page, during sign-up, or in an applicable written order or agreement.

Unless otherwise specified:

prices are stated in New Zealand Dollars (NZD);
prices include GST where we state that they do;
we will issue GST tax invoices where required by New Zealand law; and
you are responsible for other taxes, duties, or charges legally payable by you.

Usage-Based Charges

In addition to subscription fees, some features are charged on a usage basis at the rates disclosed on our pricing page, at sign-up, or within the Service (for example, vehicle information lookups and SMS messages).

By using those features, you authorise us to charge the applicable usage fees. Usage fees are billed with, or in the same manner as, your subscription fees.

We may change usage rates in the same way as subscription pricing under the Price Changes provisions below, including at least 30 days' written notice of an increase.

Free Trials

We may offer free trials.

Unless otherwise stated:

the trial lasts for the period displayed at sign-up;
the trial provides access only to the functionality we specify;
you will not be charged for the trial unless you affirmatively subscribe to a paid service or have otherwise expressly agreed to a charge;
before charging you, we will make clear what you will be charged and when;
you must provide true and accurate registration information;
free trials are limited to one per customer or business unless we expressly allow otherwise;
you must not create multiple or fake accounts to obtain additional or extended trials;
you must not use automated means to create trial accounts;
free trials are subject to Sections 7, 8, and 9 in the same way as paid subscriptions;
we may suspend or end a trial where we reasonably suspect fraud, abuse, prohibited competitive access, or other violation of these Terms;
we may modify, suspend, or withdraw a free-trial offer; and
trials are provided "as is" to the maximum extent permitted by law.

If you do not subscribe after your trial, your access may be paused or restricted and trial data will be handled in accordance with Section 12 and our Privacy Policy.

Price Changes

We may change subscription pricing.

Where we have expressly committed to a fixed or locked price for a stated period (for example, a promotional price locked in for a set number of months), no price increase will apply to that subscription during that period.

We will provide at least 30 days' written notice before a price increase applying to your existing subscription.

Unless otherwise stated, an increase will take effect from your next applicable billing or renewal period after the notice period.

Automatic Renewal

Unless your subscription is expressly non-renewing, it automatically renews at the end of each billing period unless cancelled in accordance with the cancellation requirements disclosed to you.

There is no cancellation deadline. You may cancel at any time, and cancellation takes effect at the end of your current paid billing period.

We will provide renewal reminders where required by law or where otherwise stated or reasonably practicable.

By providing an accepted payment method and purchasing an automatically renewing subscription, you authorise us to charge applicable subscription fees, and any usage fees incurred, for each renewal period until cancelled.

Failed Payments

If payment is overdue or fails, we may retry the payment method, notify you, restrict paid functionality, or suspend the Service if payment remains outstanding 14 days after we notify you of the failure.

We may charge interest on overdue amounts at a rate of 2% per annum above the base lending rate of our principal bank, calculated daily from the due date until payment, and may recover reasonable costs of collecting amounts that remain overdue after notice.

Refunds

Refund eligibility depends on the circumstances and applicable law.

Because free trials are not charged, no refund arises solely in respect of the free-trial period.

For business customers where the Consumer Guarantees Act has been validly contracted out of, fees already paid are generally non-refundable except where:

we fail materially to provide a Service we expressly promised;
we commit a fundamental breach of these Terms;
we discontinue the Service in circumstances described in Section 18;
these Terms expressly provide for a refund (for example, under Section 1, Section 8, or Section 23);
an applicable order or agreement expressly provides otherwise; or
a refund is required by law.

Nothing in this section limits non-excludable rights under applicable law.

6. Acceptable Use

Your use of the Service is subject to fair and reasonable usage consistent with ordinary business operations for an automotive workshop or other business for which we have authorised use.

We may impose reasonable technical or usage limits relating to storage, API requests, data transfer, processing, communications, or other resources where usage:

significantly exceeds ordinary business patterns;
threatens the security or stability of the Service;
materially degrades the Service for other customers; or
creates unreasonable technical or operational demands.

Except where immediate action is reasonably necessary for security or operational reasons, we will notify you and reasonably attempt to resolve excessive usage concerns before materially restricting your account.

7. Permitted Purpose and Licence Restrictions

Permitted Purpose

Subject to these Terms and your applicable subscription, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service solely for the internal business purposes of your own workshop or business, and for the genuine evaluation of the Service for that purpose (the "Permitted Purpose").

You must not access or use the Service, and must not permit any person to access or use the Service through your account, for any purpose other than the Permitted Purpose.

Restrictions

Except to the extent that applicable law expressly permits the relevant activity and does not permit that right to be excluded or restricted by contract, you must not, and must not permit or enable any other person to:

copy, reproduce, adapt, modify, translate, or create derivative works from any part of the Service, including its software, code, interfaces, screen designs, layouts, graphics, icons, text, documentation, or data structures;
reverse engineer, decompile, disassemble, or attempt to derive the source code, object code, algorithms, data models, or underlying non-public implementation of the Service;
sell, resell, sublicense, lease, rent, distribute, host, or otherwise commercially provide access to the Service to any third party;
remove, obscure, or alter any proprietary notice, watermark, identifier, or attribution appearing in or embedded within the Service or its output;
circumvent, disable, or interfere with any access control, usage limit, authentication mechanism, watermark, logging, or monitoring feature of the Service; or
use the Service to develop, design, build, train, benchmark, or improve any product or service that competes with the Service.

Nothing in these Terms is intended to restrict an activity that applicable law expressly provides cannot lawfully be restricted by agreement.

8. Prohibited Competitive Access

Definitions

In this section:

"Competitor" means any person or organisation that develops, supplies, markets, or resells, or is actively developing or preparing to develop, workshop management, job management, or automotive business management software, or another software product or service intended to compete with the Service. It includes any employee, officer, director, contractor, agent, or adviser of such a person or organisation acting in that capacity. It does not include a person whose only connection with such a person or organisation is holding a minority financial interest (for example, shares held directly or through a managed fund) without any role in developing, operating, or commercialising the competing product or service.

"Prohibited Purpose" means any of the following:

competitive intelligence, competitive analysis, or benchmarking for a competitive purpose;
research into the Service, or its features, functionality, designs, workflows, business processes, pricing structures, or technology, for the benefit of a Competitor;
systematic replication or reproduction of any part of the Service;
developing, designing, building, marketing, or commercialising a product or service that competes with the Service; or
obtaining information about the Service for disclosure or supply to a Competitor.

Warranty

You represent and warrant, at the time you create an account or commence a free trial, and on a continuing basis while you have access to the Service, that:

you are not a Competitor and are not acting on behalf of, at the direction of, or for the benefit of a Competitor;
you are not accessing or using the Service for a Prohibited Purpose; and
the identity, business name, contact details, and business information you have provided are true, current, and complete, and you have not concealed or misrepresented your identity, employer, organisation, or affiliation.

Prohibition

Unless we have given prior written consent, you must not, directly or indirectly:

access or use the Service for a Prohibited Purpose;
provide, disclose, or make available to a Competitor any access, credentials, screenshots, screen recordings, exports, documentation, demonstrations, or other non-public information obtained through the Service;
access or use the Service on behalf of, at the request of, or for the benefit of a Competitor for a Prohibited Purpose;
conceal or materially misrepresent your identity, employer, organisation, affiliation, or purpose in order to obtain or maintain access that we would otherwise reasonably refuse or restrict; or
assist, encourage, procure, or knowingly enable any other person to do any of the above.

Notification

You must notify us in writing within 10 working days if, during the term of your subscription, you become a Competitor, are acquired by or merge with a Competitor, or accept employment or engagement with a Competitor in a role relating to a competing product or service.

A failure to notify us under this paragraph is not, of itself, a material breach of these Terms. However, if we become aware that you are or have become a Competitor, we may terminate your subscription by written notice and will refund prepaid subscription fees attributable to the unused portion of your billing period. This does not limit our rights or remedies in respect of any actual breach of this section.

Legitimate Evaluation Preserved

Nothing in this section prevents a genuine prospective or existing customer from reasonably evaluating the Service, or comparing it with alternative products, for the purpose of deciding whether to acquire, retain, or cease using the Service.

The restrictions in this section are directed at unauthorised competitive exploitation of access to our non-public Service. They are not intended to restrict ordinary purchasing decisions or lawful competition.

9. Automated Access, Extraction and Recording

You must not, and must not permit any person to:

use any bot, crawler, spider, scraper, script, automated browser, headless browser, or other automated means to access, inspect, enumerate, monitor, index, extract, or collect any part of the Service or any information from it, except through APIs or functionality we expressly make available for that purpose and in accordance with their documentation;
systematically catalogue, document, photograph, screenshot, screen-record, transcribe, or otherwise record non-public aspects of the Service, other than to the extent reasonably necessary for the Permitted Purpose;
access, or attempt to access, any data, account, tenant, endpoint, API, feature, environment, or information that you are not authorised to access;
probe, scan, or test the vulnerability of the Service or any related system or network without our prior written authorisation; or
exploit any vulnerability or security defect beyond what is reasonably necessary to identify and responsibly report it to us.

Monitoring

You acknowledge that we log and monitor access to the Service, including authentication events, API requests, page and record access, and data export events, for security, abuse-detection, and enforcement purposes.

You further acknowledge that content served to your account may contain identifiers unique to your account.

We handle information collected through these measures in accordance with our Privacy Policy and the Privacy Act 2020.

10. Prohibited Actions — Security, Reverse Engineering and Unauthorised Access

You must not:

hack, crack, or attempt to gain unauthorised access to the Service, our infrastructure, systems, servers, networks, databases, or another user's account;
bypass, disable, defeat, or circumvent authentication, authorisation, rate limiting, security controls, access controls, or other protective measures;
use password mining, credential stuffing, brute force attacks, stolen credentials, or similar techniques;
launch, facilitate, or participate in denial-of-service or distributed denial-of-service attacks;
introduce, upload, transmit, execute, or distribute malware, ransomware, trojans, worms, spyware, malicious code, or other harmful material;
interfere with the integrity, availability, performance, or operation of the Service; or
assist or enable another person to do any of the above.

Serious violations may result in immediate restriction or termination of access and may result in legal action or referral to appropriate authorities where warranted.

Nothing in these Terms is intended to prohibit an activity that applicable law expressly provides cannot lawfully be prohibited by contract.

11. Prohibited Actions — Misuse and Abuse

You must not:

use the Service for an unlawful purpose;
store, transmit, or distribute unlawful material;
infringe another person's copyright, trade mark, patent, privacy, confidentiality, or other legal rights;
impersonate another person, business, or organisation;
materially misrepresent your identity, organisation, affiliation, or purpose;
harass, abuse, threaten, stalk, or intimidate our users or staff;
create multiple accounts to evade restrictions, suspension, or termination;
provide stolen, materially false, or misleading identity, contact, business, or payment information;
abuse free trials through duplicate or fake accounts, automated registrations, false details, or other means;
resell, sublicense, lease, provide, or commercially exploit access to the Service except where we expressly authorise it;
use the Service in a manner designed to circumvent applicable subscription, account, usage, or access restrictions; or
assist another person to breach these Terms.

12. Your Data and Content

Ownership

You own the data, content, records, documents, and information you upload to or create within Hoist ("Your Data").

You retain applicable intellectual property rights in Your Data.

Except for the limited rights required to provide the Service under these Terms, we claim no ownership of Your Data.

Licence to Hoist

You grant us a limited, non-exclusive, worldwide, royalty-free licence to host, copy, store, process, transmit, display, back up, and otherwise use Your Data to the extent reasonably necessary to:

provide and operate the Service;
provide functionality requested by you;
perform technical and security operations;
maintain, troubleshoot, protect, improve, and develop the Service;
provide support;
comply with applicable legal obligations; and
investigate and enforce these Terms.

This licence does not give us ownership of Your Data.

Your Warranties About Your Data

You represent and warrant that:

you have the rights, permissions, authorities, and consents reasonably necessary to provide Your Data to us;
your use of Your Data through the Service does not unlawfully infringe another person's intellectual property or privacy rights;
personal information supplied through your account has been collected and disclosed to us lawfully;
you will comply with applicable privacy and data-protection obligations relevant to your business; and
Your Data does not contain unlawful material.

Backups

We maintain backups for business continuity and disaster recovery purposes.

However, backups may be incomplete, delayed, corrupted, or unavailable.

Unless we expressly agree otherwise, you remain responsible for maintaining copies of business-critical information appropriate to your business requirements.

Data Export

Functionality for exporting data may be provided within the Service.

Following termination, you may request an export of available Your Data during the period specified in Section 23.

Data Deletion

Subject to legal, security, fraud-prevention, dispute, backup, and legitimate record-retention requirements, when Your Data is deleted or your account is closed:

Your Data will ordinarily be removed from active production systems within 30 days; and
residual backup copies will ordinarily be deleted or overwritten within 90 days.

We may retain information for longer where required by law or where reasonably necessary for security, fraud prevention, establishing or exercising legal rights, resolving disputes, enforcing agreements, or maintaining legally required business records.

Any retained information remains subject to applicable confidentiality and privacy obligations.

13. Confidentiality

Definition

"Confidential Information" means non-public information disclosed by, or made accessible or observable by, one party (the "Discloser") to the other (the "Recipient") in connection with the Service, which by its nature or the circumstances in which it is disclosed or made accessible a reasonable person would understand to be confidential.

Hoist Confidential Information

Hoist's Confidential Information includes non-public information concerning:

source code and software architecture;
data models and data structures;
system and security design, controls, and configurations;
internal APIs and interfaces;
unreleased, restricted, alpha, or beta functionality;
non-public product plans;
non-public pricing, discounting, and commercial arrangements;
internal business processes, metrics, and strategies; and
technical or commercial information disclosed through support, onboarding, or sales interactions.

Customer Confidential Information

Your Confidential Information includes:

customer and vehicle records;
business and financial records;
workshop and employee information;
non-public commercial information; and
information provided through support interactions.

Obligations

The Recipient must:

keep Confidential Information confidential;
not use Confidential Information for any purpose other than performing its obligations or receiving the benefit of the Service under these Terms; and
not disclose Confidential Information to any person except to its employees, contractors, service providers, and professional advisers who reasonably need it and who are bound by confidentiality obligations at least as protective as those in this section.

Protective Steps

Each party must take all reasonable steps to preserve the secrecy of the other party's Confidential Information, including applying access controls proportionate to its sensitivity and promptly notifying the Discloser of any actual or suspected unauthorised access, use, or disclosure.

Exclusions

Confidential Information does not include information that the Recipient can demonstrate:

was lawfully known to it without obligation of confidence before disclosure;
is or becomes public other than through breach of an obligation;
was lawfully obtained from a third party free of any confidentiality restriction; or
was independently developed without use of or reference to the Discloser's Confidential Information.

Published Material

For clarity, information we publish on our public website — including our published roadmap, changelog, pricing pages, feature pages, and marketing materials — is not Confidential Information.

Compelled Disclosure

A party may disclose Confidential Information to the extent required by law, court order, or a regulator, provided it gives the Discloser prompt written notice where lawfully able to do so.

Duration

These confidentiality obligations continue for five years after termination.

In respect of information that constitutes a trade secret, or that continues to derive commercial value from remaining confidential, the obligations continue for so long as that information retains that character, to the extent permitted by applicable law.

14. Delivery Up and Certification

On termination of your account, you must promptly cease all use of our Confidential Information and take reasonable steps to delete or destroy copies of it in your possession or control.

In addition, where we give you written notice that we reasonably believe a breach of Sections 7, 8, 9, or 13 has occurred, you must promptly:

cease all use of our Confidential Information;
return or destroy all copies of our Confidential Information in your possession or control, in any medium, including screenshots, recordings, exports, notes, and derived documents;
identify in writing each person to whom any of our Confidential Information has been disclosed, and the material disclosed; and
certify in writing, signed by a director or authorised officer, that you have complied with the above.

You may retain copies to the extent required by law or created by bona fide automated backup routines, provided those copies remain subject to Section 13 for so long as they are retained.

Our corresponding obligations in respect of Your Data on termination are set out in Section 12.

15. Privacy and Data Protection

Our Privacy Policy explains how we collect, use, disclose, store, and protect personal information.

We will handle personal information in accordance with the Privacy Act 2020 and other applicable privacy obligations.

Where the Privacy Act 2020 applies, individuals may have rights including rights to request access to and correction of their personal information and to make a complaint to the Office of the Privacy Commissioner.

Requests relating to deletion, erasure, retention, or other handling of personal information will be considered and actioned where required or appropriate under applicable law and our Privacy Policy.

Privacy Breach Notification

If we become aware of a privacy breach (as defined in the Privacy Act 2020) affecting Your Data, we will notify you without undue delay after becoming aware of it, and will provide the information reasonably required for you to assess the breach and to meet any notification obligations you may have under Part 6 of the Privacy Act 2020.

Customer Responsibilities

Where you provide personal information about customers, employees, suppliers, or other individuals through Hoist, you are responsible for ensuring that you have lawful authority to collect and disclose that information to us for processing in connection with the Service.

Service Providers

We may use reputable third-party service providers to host, process, transmit, secure, communicate, or otherwise support the Service.

Our handling of personal information through those providers remains subject to our obligations under applicable privacy law.

16. Intellectual Property

Hoist's Property

The Service and its components, including software, source and object code, technology, designs, graphics, user interfaces, branding, logos, trade marks, documentation, original content, and other protected materials, are owned by Hoist or our licensors.

They may be protected by copyright, trade mark, patent, confidential-information, and other intellectual property laws in New Zealand and elsewhere.

Except for the licence expressly granted by these Terms, no ownership rights are transferred to you.

Licence Restrictions

Your licence to use the Service, and the restrictions on that licence, are set out in Section 7.

In addition, you must not:

remove or alter proprietary notices;
use Hoist's intellectual property outside the scope of these Terms; or
represent that Hoist's intellectual property belongs to you.

Feedback

If you voluntarily provide suggestions, ideas, or feedback about Hoist, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free right to use and incorporate that feedback into the Service without obligation to compensate you.

This does not transfer ownership of Your Data or other Confidential Information to Hoist.

17. Third-Party Services

The Service may integrate or interact with third-party products and services, including:

payment processors;
accounting platforms;
parts suppliers and catalogues;
vehicle or diagnostic databases;
communications providers; and
other external services.

Third-party services are not controlled by Hoist.

Your use of them may be governed by separate terms and privacy policies between you and the relevant provider.

To the maximum extent permitted by law, Hoist is not responsible for the availability, performance, functionality, security, accuracy, data practices, changes, suspension, or acts or omissions of third-party providers.

We may add, change, replace, or discontinue integrations where reasonably necessary.

18. Service Availability and Modifications

We will use reasonable efforts to provide a reliable Service.

We do not guarantee uninterrupted or 100% availability.

The Service may be unavailable or degraded because of:

scheduled maintenance;
emergency maintenance;
technical failures;
software or infrastructure failures;
internet or telecommunications failures;
third-party outages;
security incidents;
cyberattacks;
events beyond our reasonable control; or
other operational circumstances.

Where reasonably practicable, we will communicate material planned outages.

Modifications

We may update, improve, redesign, replace, or modify features of the Service.

Where we intend to remove a material feature actively relied upon by customers, we will provide reasonable notice where practicable.

Discontinuation

If we decide to discontinue the Service in its entirety, we will ordinarily:

provide at least 90 days' notice;
provide a reasonable opportunity to export Your Data; and
refund prepaid subscription fees on a pro-rata basis for the period after discontinuation during which the prepaid Service is no longer provided.

This does not apply where immediate discontinuation is required by law or circumstances beyond our reasonable control, although we will take reasonable steps to minimise resulting disruption.

19. Warranties and Representations

Our Warranties

Subject to these Terms, we warrant that:

we will provide the Service with reasonable care and skill;
the Service will be reasonably fit for purposes expressly represented by us;
we have the right to provide the Service; and
the Service will materially comply with applicable documentation we provide.

No software is completely error-free or uninterrupted, and these warranties do not constitute a guarantee that every defect will be corrected immediately or that the Service will always be available.

Consumer Guarantees — New Zealand

Where you acquire the Service as a consumer and the Consumer Guarantees Act 1993 applies, nothing in these Terms removes, restricts, or modifies rights or remedies that cannot lawfully be removed, restricted, or modified.

Business Use Exclusion — B2B

Where:

you acquire the Service for the purposes of a business;
you and Hoist are each in trade; and
the legal requirements for contracting out are otherwise satisfied,

you and Hoist agree, to the maximum extent permitted by law:

that the Consumer Guarantees Act 1993 does not apply to the supply of the Service, in accordance with section 43 of that Act; and
to contract out of sections 9, 12A, 13, and 14(1) of the Fair Trading Act 1986 in accordance with section 5D of that Act.

The parties acknowledge and agree that it is fair and reasonable for them to be bound by these provisions.

This business-use exclusion does not apply where the statutory requirements for contracting out are not satisfied.

Nothing in these Terms limits the powers of the Commerce Commission or any other regulator.

20. Limitation of Liability

This section applies to the maximum extent permitted by New Zealand law.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

Non-Excludable Liability

Nothing in these Terms excludes or limits liability for:

death or personal injury caused by negligence;
fraud or fraudulent misrepresentation;
liability that applicable law expressly prohibits us from excluding;
applicable Consumer Guarantees Act obligations that have not been validly contracted out of; or
any other liability that cannot lawfully be excluded or limited.

Exclusion of Indirect Loss

To the maximum extent permitted by law, Hoist is not liable for indirect, incidental, special, consequential, exemplary, or punitive loss or damages.

To the maximum extent permitted by law, Hoist is also not liable for loss of:

profits;
revenue;
business opportunities;
anticipated savings;
goodwill; or
data,

to the extent such loss is indirect or consequential.

Liability Cap

Subject to the exceptions below, Hoist's total aggregate liability for all claims arising from or relating to the Service in any 12-month period will not exceed the greater of:

(a) the total subscription fees you paid to Hoist during the 12 months immediately preceding the event giving rise to the claim; or

(b) NZD $1,000.

Exceptions

The exclusions and liability cap in this section do not apply to:

liability arising from our fraud, dishonesty, or wilful misconduct (meaning an intentional breach of these Terms, or conduct undertaken with reckless disregard for whether it would cause loss, in each case by our senior management);
liability arising from our breach of Section 13 (Confidentiality), provided that our total aggregate liability for breaches of Section 13 (other than liability arising from our fraud, dishonesty, or wilful misconduct) will not exceed three times the cap that would otherwise apply under this section;
liability that cannot lawfully be excluded or limited; or
amounts payable by you to us, including amounts payable under Section 21 (Indemnification).

21. Indemnification

If you use the Service for business purposes, you agree to indemnify Hoist, its affiliates, and their respective directors, officers, employees, and agents against third-party claims and resulting liabilities, damages, losses, costs, and reasonable legal expenses to the extent arising from:

your material misuse of the Service;
your material breach of these Terms;
your violation of applicable law;
your infringement of a third party's rights;
unlawful or infringing Your Data submitted through your account; or
your material breach of the warranties relating to Your Data under Section 12.

Your indemnity applies only to the extent the relevant loss or liability is attributable to the matter for which you are responsible.

The indemnity does not apply to the extent a claim or loss results from Hoist's own breach of these Terms, negligence, fraud, dishonesty, or wilful misconduct (as defined in Section 20).

We will take reasonable steps to notify you of a material third-party claim for which we seek indemnification and will not unreasonably prejudice your ability to respond to that claim.

Our Indemnity to You

If you use the Service for business purposes, we will indemnify you against third-party claims alleging that the Service, as provided by us and used in accordance with these Terms, infringes that third party's New Zealand intellectual property rights, and will pay the resulting damages, losses, costs, and reasonable legal expenses finally awarded against you or agreed by us in settlement.

If such a claim arises or in our reasonable opinion is likely to arise, we may modify or replace the affected part of the Service so that it is non-infringing, obtain the right for you to continue using it, or terminate the affected part of the Service and refund prepaid fees attributable to the unused portion.

This indemnity does not apply to the extent a claim arises from Your Data, from combination of the Service with products or services not provided by us, from modification of the Service by anyone other than us, or from use of the Service in breach of these Terms.

To the maximum extent permitted by law, this indemnity is your exclusive remedy for third-party intellectual property claims relating to the Service, other than rights and remedies that cannot lawfully be excluded.

Indemnity Conduct

The party seeking indemnification must take reasonable steps to mitigate the relevant losses and liabilities, and must not settle or compromise a claim for which it seeks indemnification without the other party's prior written consent, which must not be unreasonably withheld.

Where the indemnifying party accepts liability in writing for a claim, it must be given a reasonable opportunity to assume or participate in the defence of that claim at its own cost, provided it conducts the defence diligently and does not prejudice the other party's interests.

22. Protection of the Service

The Service embodies substantial investment, skill, and effort, and its non-public elements have commercial value to us because they are not generally available.

Breach of Sections 7, 8, 9, or 13 may cause us harm that is difficult to quantify and for which damages alone may not be an adequate remedy.

We may accordingly seek injunctive and other equitable relief in respect of any actual or threatened breach, in addition to any other right or remedy available to us.

23. Account Suspension and Termination

Termination by You

You may terminate your account using available account settings or by contacting:

accounts@hoist.nz

Unless otherwise provided, termination of a paid subscription takes effect at the end of the applicable paid billing period.

Suspension and Termination by Hoist

We may suspend, restrict, or terminate access to all or part of the Service where we reasonably believe that:

you have materially breached these Terms;
fees are materially overdue;
your account is being used fraudulently or abusively;
you provided materially false or misleading registration information;
your use presents a material security, legal, or operational risk;
your conduct materially harms Hoist, another user, or the Service;
your account is being used for a Prohibited Purpose or otherwise in breach of Sections 7, 8, or 9;
you have materially misused Confidential Information or intellectual property;
suspension or termination is reasonably necessary to protect the Service, Hoist's legitimate business interests, intellectual property, Confidential Information, another user, or third-party rights; or
we are legally required to restrict or terminate access.

Breach of Sections 7, 8, 9, or 13 is a material breach of these Terms and entitles us to terminate your subscription immediately by written notice, without limiting any other right or remedy.

On such termination, we may retain prepaid fees to the extent reasonably necessary to cover loss or costs arising from the breach, and will refund any remaining prepaid fees attributable to the unused portion of your billing period.

Immediate Suspension

We may immediately suspend or restrict access without prior notice where we reasonably consider immediate action necessary to prevent or limit:

prohibited competitive access;
scraping, automated extraction, or systematic recording;
fraud;
security incidents;
unauthorised access;
misuse or disclosure of Confidential Information;
infringement of intellectual property rights;
harm to another customer;
material harm to Hoist or the Service;
unlawful activity; or
another serious misuse of the Service.

Where reasonably practicable, we will notify you promptly after suspension and, where appropriate, provide an opportunity to respond or to remedy the relevant breach.

Where we suspend access in error, we will restore access and refund subscription fees attributable to the period of suspension.

Investigation

Where we reasonably suspect a breach of Sections 7, 8, 9, or 13, you must provide such information as we reasonably require to investigate, and must not destroy, alter, or conceal records relevant to the suspected breach.

We may investigate suspected violations and preserve relevant records in accordance with applicable law and our Privacy Policy.

Effect of Termination

When termination becomes effective:

your right to access and use the Service ends;
outstanding amounts properly payable remain due;
we may disable access credentials and active sessions; and
Your Data will be handled in accordance with Section 12.

Subject to security, legal, and technical considerations, you may request an export of available Your Data within 30 days following termination.

Survival

Any provision that by its nature is intended to survive termination will continue to apply.

This includes:

Section 7 — Permitted Purpose and Licence Restrictions;
Section 8 — Prohibited Competitive Access, in respect of conduct occurring or information obtained before termination and any continuing misuse;
Section 9 — Automated Access, Extraction and Recording;
Section 10 — Security, Reverse Engineering and Unauthorised Access;
Section 12 — Your Data and Content;
Section 13 — Confidentiality;
Section 14 — Delivery Up and Certification;
Section 16 — Intellectual Property;
Section 20 — Limitation of Liability;
Section 21 — Indemnification;
Section 22 — Protection of the Service;
Section 24 — Governing Law and Jurisdiction;
Section 25 — Dispute Resolution; and
Section 26 — General Provisions.

Termination does not affect accrued rights, obligations, claims, or remedies arising from conduct occurring before termination.

24. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of New Zealand.

Subject to Section 25, you and Hoist submit to the non-exclusive jurisdiction of the courts of New Zealand in relation to disputes arising from or relating to these Terms or the Service.

Nothing in this section prevents either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction where reasonably necessary to protect rights pending resolution of a dispute.

25. Dispute Resolution

Urgent Relief

Nothing in this section prevents either party from seeking urgent interlocutory, injunctive, protective, or other interim relief from a court of competent jurisdiction at any time, without first complying with the informal resolution or mediation requirements below, where delay could reasonably cause material or irreparable harm.

This includes circumstances involving suspected:

misuse or disclosure of Confidential Information;
prohibited competitive access, extraction, or recording;
unauthorised access;
intellectual property infringement;
security incidents; or
ongoing unlawful conduct.

Informal Resolution

Except where urgent relief is sought, before commencing formal proceedings a party should first give the other party written notice of the dispute and reasonably attempt to resolve it in good faith.

Notices to Hoist regarding a dispute may be sent to:

accounts@hoist.nz

Unless urgent action is reasonably necessary, the parties will allow at least 30 days to attempt informal resolution.

Mediation

If the dispute has not been resolved informally, and subject to the Urgent Relief provisions above, the parties agree to make reasonable efforts to resolve it through mediation before commencing substantive court proceedings.

The parties will attempt to agree upon a mediator and the arrangements for mediation.

Statutory Tribunals and Regulators

Nothing in this section excludes or limits either party's right to apply to the New Zealand Disputes Tribunal in respect of a claim within its jurisdiction, or to make a complaint to a regulator.

The informal resolution and mediation steps above do not apply to such an application or complaint.

26. General Provisions

Entire Agreement

These Terms, together with our Privacy Policy and any applicable subscription order, written order form, or other agreement expressly incorporated into them, constitute the agreement between you and Hoist concerning the Service.

Where an expressly agreed written order form conflicts with these Terms, the order form prevails to the extent of that conflict unless it states otherwise.

Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be treated as modified to the minimum extent reasonably necessary to make it enforceable where permitted by law.

If modification is not possible, the relevant provision will be severed.

The remaining provisions will continue in effect.

No Waiver

A failure or delay by either party to exercise a right does not waive that right.

A waiver relating to one breach does not constitute a waiver of another or subsequent breach.

Assignment

You may not assign or transfer these Terms or your account without our prior written consent, which we will not unreasonably withhold where appropriate.

We may assign or transfer these Terms in connection with:

a merger;
corporate restructuring;
financing;
acquisition;
sale of the business or a material part of it; or
sale or transfer of all or substantially all assets relating to the Service.

Relationship

Nothing in these Terms creates a partnership, joint venture, employment, agency, fiduciary, or franchise relationship between you and Hoist.

Neither party has authority to bind the other except where expressly agreed.

Force Majeure

Neither party will be liable for failure or delay in performing an obligation, other than an obligation to pay amounts already due, to the extent caused by circumstances beyond that party's reasonable control.

Such circumstances may include natural disasters, severe weather, fire, epidemic, war, civil disorder, industrial action outside the affected party's organisation, government action, telecommunications failures, widespread cloud infrastructure failures, or significant cyber incidents not caused by that party's failure to take reasonable precautions.

Notices

We may provide notices relating to the Service or these Terms:

by email to the address associated with your account;
through the Service; or
through another reasonable electronic method you have agreed to.

You are responsible for maintaining a current contact email address.

A notice sent by email is treated as received at the time it is sent to the correct address, unless the sender receives an automated message indicating that delivery failed. A notice given through the Service is treated as received when it is first made available to you.

Interpretation

Headings are for convenience and do not affect interpretation.

Words such as "including" and "includes" mean "including without limitation".

A reference to legislation includes amendments, replacements, and subordinate legislation applicable from time to time.

No Third-Party Rights

Except where these Terms expressly provide otherwise, a person who is not a party to these Terms has no right to enforce them.

27. Contact Information

For general, account, support, legal, and privacy enquiries:

Email: accounts@hoist.nz

Company Details

Hoist Software Limited Company Number: 8842848 NZBN: 9429051507626 Website: hoist.nz

Last Updated: 23 August 2026 Version: 3.2

Hoist Software Limited Company Number: 8842848 NZBN: 9429051507626

These Terms of Service are governed by New Zealand law.