OneGate Terms of Sale

Version 2026-draft-1. DRAFT: not yet reviewed by a solicitor. Do not rely on this document until it has been reviewed for Australia and New Zealand.

Items in [square brackets] must be completed or confirmed before these terms are published.

1. About these terms

1.1 These terms are an agreement between [OneGate legal entity name] ([ABN/NZBN]) (“OneGate”, “we”) and the organisation that creates a OneGate account (“you”).

1.2 You accept these terms when you tick the acceptance box during sign-up. The person accepting confirms they have authority to bind your organisation.

1.3 Contractors and workers who use OneGate for free are covered by separate terms of use and our Privacy Policy. They are not parties to this agreement.

2. The service

2.1 OneGate is a web service (and, later, apps) that helps you manage site access, contractor and worker documents, sign-in, messages and records for commercial properties and construction sites (the “Service”).

2.2 We will provide the Service with due care and skill and may improve or change it over time. We will give reasonable notice of any change that materially reduces core functionality you rely on.

3. Founding plan, trials and plans

3.1 Founding plan. Until [1 January 2028] the Service is provided to new organisations free of charge, with up to [10] open sites (we may raise this for you on request). No payment details are needed.

3.2 Before charging starts we will give you at least [90] days’ written notice, and will tell you which plan applies and what it costs. You may then choose a paid plan or leave. If you do neither, your sites become read-only (see clause 7.4) and you can still download your records.

3.3 Basic is a [90]-day trial for up to 2 open sites. When it ends the same read-only rule applies unless you move to a paid plan.

3.4 Growth and Premium are paid plans. Current plan limits, allowances and prices are shown on our pricing page and form part of these terms.

3.5 An “open site” is a site that has not been closed or archived. Closed sites do not count toward your limit.

4. Fees, GST and payment

4.1 All prices are in [Australian dollars] and exclude GST unless stated otherwise. Where GST applies (10% in Australia, 15% in New Zealand) we add it and issue a tax invoice. Our pricing page shows the GST-inclusive amount next to the GST-exclusive amount.

4.2 Monthly billing is charged in advance each month. Annual billing is charged in advance each year at a 5% discount to twelve monthly payments.

4.3 Extra open sites above a plan’s limit (where offered) are charged at the rate shown on the pricing page.

4.4 Text-message (SMS) allowances are included as shown on the pricing page. Additional messages are charged at the rate we publish.

4.5 You authorise us (through our payment provider) to charge the payment method you provide. If a payment fails we will tell you and retry. If it remains unpaid after [7] days we may restrict the account to read-only until it is paid.

4.6 Changing prices. We may change prices by giving at least [60] days’ written notice. The change applies from your next billing period after the notice period ends, never during a period you have already paid for. If you do not accept the change you may cancel before it takes effect without penalty.

4.7 Refunds. Fees are non-refundable except (a) where the law requires, or (b) if we end the Service for you without cause, in which case we refund the unused part of any prepaid period.

5. Renewal, cancellation and ending

5.1 Monthly plans continue until cancelled. You can cancel at any time; the cancellation takes effect at the end of the period you have paid for.

5.2 Annual plans renew each year unless cancelled. We will email you between [30 and 60] days before each renewal, with the price and how to cancel.

5.3 You may switch from monthly to annual, or between plans, at any time. A move to a plan with a lower site limit requires you to close enough sites first.

5.4 We may end your account on [30] days’ written notice, or immediately if you seriously or repeatedly breach these terms or put the security of the Service or other users at risk.

6. Your responsibilities

6.1 You are responsible for the accuracy of what you enter, for having the right to collect and use the information of your contractors and workers, and for telling them how their information is used.

6.2 OneGate is a tool. You remain responsible for your own work health and safety, emergency planning and legal compliance. We do not give legal or safety advice. Features such as roll-calls, emergency plans, ticket reviews and permits support, but do not replace, your own plans, inspections and professional judgment. You decide whether a ticket, licence or insurance is acceptable; our review status records your decision, not ours.

6.3 You must keep your login details secure, tell us promptly of any unauthorised use, and ensure the people you invite are authorised.

6.4 You must not misuse the Service: no unlawful content, no attempts to break or probe our security, no overloading, no reselling without our written agreement, no uploading of malware.

7. Your data and privacy

7.1 You own the records you put into OneGate. You give us a licence to host, process and display them to provide the Service.

7.2 We handle personal information in line with our Privacy Policy [link to be published] and applicable law, including the Privacy Act 1988 (Cth) and the Privacy Act 2020 (NZ). For your contractors’ and workers’ information we act on your behalf.

7.3 Location. Where geofencing is on, a person’s location is checked only when they sign in or out, with their consent, and is deleted after the retention period set for your account (default [90] days).

7.4 Access by OneGate staff. Authorised OneGate administrators can see all message logs and account information to run, support and secure the Service. Every time an administrator opens a conversation they are not part of, we record it.

7.5 Messages are a permanent, time-stamped record. They cannot be edited or deleted, only corrected by a follow-up message.

7.6 Closing and archives. When you close a project it becomes read-only. You can download an archive of its records at any time. We keep project records for the life of the project and for [90] days after your account ends so you can download them, then delete or de-identify them unless the law requires us to keep them.

7.7 If we become aware of a data breach affecting your data we will tell you without undue delay and help you meet your notification duties.

8. Availability and support

8.1 We aim to keep the Service available but do not promise it will be uninterrupted or error-free. [Add service levels, if any.] We back up your data regularly and test restores.

8.2 Support is by email on business days. We may schedule maintenance with reasonable notice where practical.

8.3 Do not rely on the Service as your only way of accounting for people in an emergency. Keep your own backup procedure, such as a printed roll.

9. Intellectual property and confidentiality

9.1 We own the Service and its software. You get a non-exclusive, non-transferable right to use it during the term for your own business.

9.2 Each of us will keep the other’s non-public information confidential and use it only for this agreement, except where disclosure is required by law.

10. Liability

10.1 Your rights under consumer law. Nothing in these terms excludes, restricts or modifies any right or remedy, or any guarantee, that you have under the Australian Consumer Law, the New Zealand Fair Trading Act 1986 or Consumer Guarantees Act 1993, or any other law that cannot be excluded. [Solicitor to confirm: whether, and how, the Consumer Guarantees Act may be contracted out of for business customers in New Zealand.]

10.2 Subject to 10.1, to the extent the law allows: (a) the Service is provided “as is” beyond the commitments in these terms; (b) we are not liable for indirect or consequential loss, loss of profit or loss of data not caused by our failure to take reasonable care; and (c) our total liability for all claims in a 12-month period is limited to the fees you paid us in that period (or AUD [100] if you used the Service free of charge).

10.3 Where a guarantee under consumer law applies and the law permits us to limit our liability, our liability is limited to resupplying the Service or paying the cost of resupply.

10.4 Nothing limits liability for fraud, or for death or personal injury caused by our negligence.

10.5 You indemnify us against third-party claims arising from your unlawful use of the Service or your breach of clause 6, to the extent caused by you.

11. General

11.1 Changes to these terms. We may update these terms by giving at least [30] days’ notice by email. If a change is materially adverse to you, you may cancel before it takes effect and receive a refund of any prepaid fees for the period after cancellation.

11.2 Force majeure. Neither of us is liable for failure caused by events beyond our reasonable control.

11.3 Disputes. Please contact us first. If a dispute is not resolved within [30] days, either of us may propose mediation before starting court proceedings.

11.4 Governing law. The laws of [State/Territory], Australia govern these terms, and the courts of that place have non-exclusive jurisdiction. [Solicitor to confirm approach for New Zealand customers.]

11.5 Notices may be given by email to the addresses on your account and to support@onegate.au.

11.6 These terms, the pricing page and any order confirmation are the whole agreement. If any part is unenforceable, the rest continues. Neither of us may assign our rights without the other’s consent, except to a successor of our business.