Contracting party: Dairy Farm Water Management Limited, trading as Water to Grow

Applies to: Customers using the Water to Grow App and software services

Version date: 1 August 2026

1. About these Terms

These terms and conditions (Terms) govern the Customer's subscription to and use of the Water to Grow farm water management application, including its web and mobile interfaces, data feeds, alerts, updates and related software services (together, the Services).

The Services are provided by Dairy Farm Water Management Limited, trading as Water to Grow (Water to Grow, we, us or our).

In these Terms:

Customer means the person or organisation that orders or pays for the Services for business purposes.

User means an individual authorised by the Customer to access or use the Services.

Order means the applicable quote, order form, proposal or other written confirmation describing the Services, Subscription Fee and any Customer-specific terms.

Monitoring Device means a Water to Grow-compatible device from which the Services receive data.

These Terms, the Order and our Privacy Policy form the agreement between Water to Grow and the Customer. If there is an inconsistency, the Order prevails over these Terms to the extent of that inconsistency.

The Customer accepts this agreement by signing or accepting an Order, paying a Subscription Fee, activating an account, or allowing a User to access the Services. The Customer must ensure that its Users comply with these Terms.

The purchase, installation and warranty of Monitoring Devices or other hardware are not governed by these Terms and are subject to any separate terms applying to those goods or services.

2. Business Use

The Services are supplied to the Customer for the purposes of its farming or other business activities and are not supplied for personal, domestic or household use.

To the fullest extent permitted by law, the Customer agrees that the Consumer Guarantees Act 1993 does not apply to the Services. The parties agree that it is fair and reasonable for them to be bound by this clause, having regard to the nature and value of the Services and the Customer's acquisition of them for business purposes.

1. Registration and Authorised Users

The Customer must provide accurate and complete registration and account information and keep that information current.

The Customer may authorise Users to access information relating to its farm or operations, including its employees, contractors, advisers and farm service providers. The Customer is responsible for deciding who is given access and for promptly removing access when it is no longer required.

Each User must keep login details secure and confidential. The Customer is responsible for all activity carried out through its accounts, except to the extent caused by Water to Grow's breach of this agreement.

The Customer must notify us promptly if it becomes aware of unauthorised access or any compromise of account credentials. We may block or restrict access where we reasonably believe this is necessary to protect the Customer, other customers, data or the Services.

Third-party access

Where the Customer nominates a service provider, consultant, dealer or installer in an Order or application form, the Customer authorises Water to Grow to give that organisation and its authorised personnel access to the Customer’s account and Customer Data where reasonably required to:

• configure, commission and administer the Customer’s Water to Grow system;
• provide technical support, maintenance and troubleshooting;
• monitor system and device performance;
• assist the Customer with its use of the Services; and
• provide other services requested by the Customer.

This access may include farm and site information, device information, system configuration, readings, alerts and relevant User contact details.

The Customer may ask Water to Grow to remove or change a reseller’s access at any time. The Customer acknowledges that removing access may affect the reseller’s ability to provide installation, support or other services.

3. Subscription Term

The Customer's subscription begins when the relevant Water to Grow system is commissioned and the Customer is given access to the Services (Commencement Date), unless a different date is specified in the Order.

The initial subscription term begins on the Commencement Date and ends on the next 30 June (Initial Term). The Subscription Fee for the Initial Term will be calculated pro rata by reference to the annual Subscription Fee and the portion of the annual subscription period remaining from the Commencement Date to 30 June.

After the Initial Term, the subscription automatically renews on 1 July for successive periods of 12 months ending on 30 June (each a Renewal Term), unless either party gives written notice before the relevant renewal date that it does not wish to renew.

4. Renewal Notice and Pricing

At least 14 days before each renewal date, Water to Grow will send the Customer a written renewal reminder. The reminder will state the Subscription Fee that will apply for the next Renewal Term and explain how the Customer may prevent renewal.

Water to Grow may change the Subscription Fee for a Renewal Term by including the changed fee in the renewal reminder. Any changed fee will apply only from the start of the next Renewal Term.

The Customer may prevent renewal by giving written notice at any time before 1 July. No minimum notice period applies, provided Water to Grow receives the notice before the Renewal Term begins.

5. Subscription Fees and Invoicing

The Customer must pay the Subscription Fee specified in the Order or applicable renewal reminder.

The Subscription Fee for the Initial Term and each Renewal Term is invoiced in advance. Unless the invoice states otherwise, payment is due on the 20th day of the month following the invoice date.

Fees are exclusive of GST unless expressly stated otherwise. The Customer must pay any applicable GST at the same time as the corresponding fee.

The Customer must pay invoices without set-off or deduction, except where the Customer disputes an invoice in good faith and notifies Water to Grow promptly of the amount and basis of the dispute. The Customer must pay any undisputed portion by the due date.

6. Overdue Amounts and Suspension

If an amount remains unpaid after its due date, Water to Grow may send the Customer an overdue-payment notice.

If the overdue amount remains unpaid seven days after that notice is sent, Water to Grow may suspend or restrict the Customer's and its Users' access to some or all of the Services until the overdue amount is paid.

Suspension does not cancel the subscription, extend the subscription term, or relieve the Customer from paying amounts due under this agreement. Water to Grow will restore access within a reasonable time after all overdue amounts are paid.

Water to Grow will not suspend access under this clause in respect of an amount that the Customer has disputed in good faith, provided the Customer has paid all undisputed amounts.

7. Customer Cancellation

The Customer may stop using the Services at any time, but stopping use, deleting the App or asking for accounts to be disabled does not by itself cancel the subscription or prevent its renewal.

To prevent renewal, the Customer must give written notice in accordance with clause 5.

If the Customer cancels or stops using the Services during the Initial Term or a Renewal Term:

• the cancellation takes effect at the end of the current term unless Water to Grow agrees otherwise;
• all invoiced Subscription Fees remain payable; and
• Subscription Fees already paid are non-refundable, except where these Terms expressly provide otherwise or a refund is required by law.

8.Availability and Changes to the Services

Water to Grow will use reasonable care and skill in providing the Services. However, the Services depend on Monitoring Devices, batteries, connectivity, internet access, wireless networks and third-party infrastructure. Data, notifications or access may therefore be delayed, incomplete, interrupted or unavailable from time to time.

Water to Grow may carry out maintenance and make updates, upgrades or changes to the Services. Where reasonably practicable, we will give advance notice of planned work that is likely to materially affect availability.

We may change functionality where reasonably required to maintain, secure, improve or comply with legal requirements relating to the Services. We will not materially reduce the overall core functionality of the Services during a paid subscription term without reasonable notice.

The Customer is responsible for maintaining suitable internet access, compatible devices and current supported browser or operating-system versions.

9. Monitoring, Alerts and Customer Responsibilities

The Services are intended to assist the Customer to monitor and manage farm water systems. They do not replace the Customer's own inspections, judgement, maintenance, operating procedures, safety systems or regulatory obligations.

The Customer acknowledges that readings and alerts may be affected by device placement or condition, installation, battery performance, connectivity, signal loss, configuration, farm conditions and third-party networks.

The Customer remains responsible for checking relevant equipment and conditions, responding appropriately to alerts, maintaining appropriate safeguards and making operational decisions. The Customer must not rely on the Services as the sole means of preventing loss, environmental harm, equipment damage or interruption to farm operations.

10. Acceptable Use

The Customer and its Users must not:

• use the Services unlawfully, fraudulently or in a way that infringes another person's rights;
• access data or accounts they are not authorised to access;
• interfere with the operation, integrity or security of the Services or connected systems;
• reverse engineer, decompile, disassemble or attempt to derive source code from the Services, except to the extent this restriction is prohibited by law;
• copy, modify, distribute, sublicense, resell or commercially exploit the Services other than as expressly permitted in writing; or
• use the Services or data obtained from them to develop or train a competing product or service.

Water to Grow may suspend access where it reasonably believes a breach of this clause has occurred and suspension is necessary to protect the Services, data or another person.

11. Data and Privacy

As between the parties, the Customer retains its rights in data relating specifically to its farm, systems and use of the Services (Customer Data). The Customer grants Water to Grow a non-exclusive right to host, process, transmit, copy and otherwise use Customer Data to provide, support, secure and improve the Services and to comply with law.

Water to Grow may create and use aggregated or anonymised information that does not identify the Customer or any individual for analytics, benchmarking, service development, operational and business purposes.

Personal information will be handled in accordance with our Privacy Policy available at www.watertogrow.com.

The Customer is responsible for obtaining any authorities reasonably required for Water to Grow to receive and share Customer Data with Users and service providers authorised by the Customer.

12. Intellectual Property

Water to Grow and its licensors own all intellectual property rights in the Services, including the App, software, interfaces, content, designs, databases, documentation, updates, improvements and Water to Grow branding.

Subject to payment of the Subscription Fee and compliance with this agreement, Water to Grow grants the Customer and its Users a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Services for the Customer's internal business purposes during the subscription term.

No ownership in the Services or related intellectual property transfers to the Customer. The Customer may not use Water to Grow's name, trade marks or logos without prior written consent.

13. Termination by Water to Grow

Water to Grow may terminate this agreement by written notice if the Customer:

• materially breaches this agreement and does not remedy the breach within 14 days after receiving notice requiring it to do so;
• repeatedly breaches this agreement in a manner that reasonably demonstrates it is unwilling or unable to comply; or
• becomes insolvent, enters liquidation or receivership, ceases business, or is unable to pay its debts as they fall due.

Water to Grow may terminate the Services for convenience at the end of the current subscription term by giving the Customer at least 30 days' written notice.

If Water to Grow terminates for convenience during a paid subscription term, or permanently discontinues the Services during that term other than because of the Customer's breach, Water to Grow will refund the unused pro rata portion of the Subscription Fee.

14. Effect of Expiry or Termination

When the subscription expires or terminates, the Customer's and Users' rights to access and use the Services end.

For 30 days after expiry or termination, Water to Grow will, on reasonable request, allow the Customer to retrieve Customer Data that is readily available for export through the Services or can reasonably be provided in Water to Grow's standard format.

After that 30-day period, Water to Grow may delete or anonymise Customer Data, except to the extent it is required to retain information by law, for legitimate record-keeping, backup integrity, dispute management or enforcement purposes. Information retained in backups may remain until deleted in the ordinary backup cycle.

Clauses concerning unpaid fees, intellectual property, data use, liability, disputes and any other provisions intended by their nature to continue will survive expiry or termination.

15. Liability

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

To the fullest extent permitted by law, Water to Grow is not liable for any indirect, consequential or special loss, or for loss of profit, revenue, production, contracts, opportunity, anticipated savings, data or goodwill, arising out of or in connection with the Services.

To the fullest extent permitted by law, Water to Grow's total aggregate liability arising out of or in connection with the Services or this agreement, whether in contract, tort (including negligence), equity or otherwise, is limited to the Subscription Fees paid or payable by the Customer for the Services during the 12 months immediately preceding the event giving rise to the claim.

Water to Grow is not liable to the extent that any loss is caused or contributed to by the Customer, a User, a third party for whom Water to Grow is not responsible, a Monitoring Device or hardware issue governed by separate terms, or an event beyond Water to Grow's reasonable control.

16. Changes to these Terms

Water to Grow may update these Terms by giving the Customer reasonable written notice.

A material change that is likely to adversely affect the Customer will generally take effect from the next Renewal Term. A change may take effect earlier where reasonably required by law, security, technical necessity, a third-party service change, or where the change is not materially adverse to the Customer.

If a material adverse change is to take effect during a current paid term and is not required by law or security necessity, the Customer may terminate the affected Services before the change takes effect and Water to Grow will refund the unused pro rata portion of the Subscription Fee.

17. Notices

A notice under this agreement must be in writing and may be sent by email.

Notices to Water to Grow, including non-renewal notices, must be sent to support@watertogrow.com or another address we notify to the Customer.

Notices to the Customer may be sent to the primary email address recorded in the Customer's account or stated in the Order. The Customer must keep that address current.

An email is treated as received on the day it is sent, provided the sender does not receive an automated delivery-failure message. An email sent after 5.00 pm or on a non-working day in New Zealand is treated as received on the next working day. A non-renewal notice sent before 1 July is effective if it is sent to the correct address before 11.59 pm New Zealand time on 30 June.

18. General

Neither party is liable for delay or failure to perform an obligation, other than an obligation to pay money, to the extent caused by an event beyond its reasonable control.

The Customer may not assign or transfer this agreement without Water to Grow's prior written consent, which will not be unreasonably withheld. Water to Grow may assign this agreement as part of a genuine sale, transfer or restructuring of its business or the Services.

If any provision is invalid or unenforceable, it will be modified to the minimum extent necessary or, if modification is not possible, severed. The remaining provisions continue in effect.

A delay or failure to enforce a right is not a waiver of that right.

This agreement records the entire agreement between the parties concerning the Services and replaces earlier discussions or representations about them, except for any fraudulent misrepresentation.

This agreement is governed by New Zealand law and the New Zealand courts have non-exclusive jurisdiction.

19. Support and Complaints

For support, complaints, billing questions or cancellation notices, contact Water to Grow at support@watertogrow.com. We will use reasonable efforts to respond promptly and resolve complaints fairly.