Terms of Use

Propagator Limited — Propagator Marketplace · Last updated: 9 September 2026

1. Introduction

By accessing the Platform, you consent to be bound by these terms of use, which together with our Privacy Policy, form a binding agreement between you and Propagator (Agreement). You will be required to accept these terms of use as part of your Account registration process on the Platform.

If you do not agree with the terms of this Agreement, do not access the Platform.

If you are accessing the Platform on behalf of an entity, you confirm that you have the authority to act on behalf of that entity.

From time to time we may need to make changes to these terms of use and/or our Privacy Policy. We will notify you of any changes by posting them on the Platform, and you agree by continuing to access or use the Platform to be bound by the updated terms.

You acknowledge and agree that we may, at any time and without liability to you, modify or redesign the functionality, organisation, look, feel, navigation or other elements of the Platform with or without notice.

All capitalised terms used in these terms of use are defined in clause 15 below.

2. Account registration

• 2.1 In order to access the Platform (and install any Vendor Product) you must first create an Account and accept this Agreement.
• 2.2 When you create an Account, you will be required to register your payment method for Product Fees, which shall be by credit card, unless expressly agreed otherwise in writing by us.
• 2.3 You:
  • 2.3.1 may authorise your personnel to access and use the Platform (via your Account) on your behalf for the Permitted Use (Users);
  • 2.3.2 are responsible for all actions taken (including all Vendor Product purchases made) by your Users or otherwise through your Account; and
  • 2.3.3 shall ensure that each User complies with this Agreement and any other reasonable condition or direction notified to you by Propagator. A breach of any term of this Agreement by any of your Users will be deemed to be a breach by you.

3. Licence

• 3.1 Subject to compliance by you and your Users with this Agreement, we grant to you a non-exclusive and non-transferable right for you (and your Users) to access and use the Platform during the Term solely for the Permitted Use.
• 3.2 You acknowledge that, while we will use our reasonable efforts to ensure the Platform is available to you for the Permitted Use, it is possible that on occasions the Platform (and consequently, the Vendor Products) may be unavailable (for example, to permit maintenance or other development activity to take place, or in other circumstances outside our reasonable control). We shall not be liable to you for any such unavailability.

4. Use of the Platform

• 4.1 You will:
  • 4.1.1 cooperate in good faith with us and provide us with such information and assistance as we reasonably require from time to time in connection with this Agreement and your use of the Platform, Customer Data and Installed Products;
  • 4.1.2 keep all of your Platform access information, including email addresses and log-on credentials, secret and secure;
  • 4.1.3 ensure all information and particulars provided to us (including all Account registration and payment details) are accurate, complete and not misleading and promptly notify us of any change to such information;
  • 4.1.4 comply with all applicable laws, including (without limitation) all Privacy Laws;
  • 4.1.5 use your reasonable endeavours not to do anything that may damage the reputation of Propagator, the Platform or any Vendor Products, or may be likely to place us in breach of any law or any agreements we have with a Vendor; and
  • 4.1.6 notify us immediately of any breach of your obligations under this Agreement or, as applicable, any Vendor Terms.
• 4.2 Without limiting clause 4.1, in connection with your access to and use of the Platform, you will:
  • 4.2.1 only access and use the Platform for the Permitted Use;
  • 4.2.2 not request or access (or attempt to request or access) any Customer Data that you have not received the necessary consents or authorisations in respect of;
  • 4.2.3 comply with our Fair Use Policy and all reasonable policies, standards and instructions notified by us from time to time;
  • 4.2.4 not attempt to undermine the security or integrity of the Platform or any underlying systems;
  • 4.2.5 not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs or software used to deliver the Platform nor directly or indirectly allow or cause a third party to do so;
  • 4.2.6 notify Propagator immediately if you have knowledge of the existence of any circumstance that may suggest that a person has had unauthorised access to or use of the Platform, any Vendor Product or any Customer Data;
  • 4.2.7 notify Propagator immediately of any security vulnerability you become aware of in the Platform; and
  • 4.2.8 provide such assistance as is reasonably required by us to resolve any Vendor, Approved PMS or other third party query, complaint or dispute relating to the Platform or your Customer Data.
• 4.3 If Propagator considers (acting reasonably) that you (or any of your Users, personnel or representatives) have engaged in any unlawful or unauthorised activity, have used the Platform, Vendor Products or any Customer Data beyond the scope of your authorisation or that you or any of your Users may be in breach of this Agreement (or any Vendor Terms), Propagator may, without limiting any other right or remedy available to it, limit or suspend your access to the Platform.

5. Access to Installed Products

• 5.1 You acknowledge and agree that your access to and use of any Vendor Product that you install via the Platform (Installed Product) is subject to you:
  • 5.1.1 creating and maintaining an Account on the Platform and accepting the terms of this Agreement;
  • 5.1.2 accepting the Vendor Terms for the Installed Product and complying with such terms;
  • 5.1.3 providing us with all Customer Data and Access Credentials required by us to: (a) access each Approved PMS (and applicable Customer Data) on your behalf; and (b) perform our obligations and exercise our rights under this Agreement;
  • 5.1.4 having obtained (and having provided to the Vendor and, as applicable, Propagator) all necessary consents and approvals required for the lawful processing of your Customer Data via the Platform and each Installed Product;
  • 5.1.5 using each Installed Product solely for the permitted use specified in the applicable Vendor Terms; and
  • 5.1.6 making payment to us of the relevant Product Fees by the due dates for payment of such fees.
• 5.2 You acknowledge and agree that each Vendor is solely responsible to you for the provision, performance and security of its Vendor Product, including, without limitation:
  • 5.2.1 all support, hosting, operation, onboarding, service management, upgrades, problem resolution and performance relating to the Vendor Product;
  • 5.2.2 all communications with you regarding the Vendor Product, except to the extent we choose to communicate with you regarding the Platform itself or request information we require from you to enable us to perform our obligations under this Agreement; and
  • 5.2.3 all liabilities, obligations, claims and disputes arising from or in connection with the Vendor Product and your access to, use or installation of, or reliance on, the Vendor Product.
• 5.3 Despite any other term of this Agreement, to the extent permitted by law, Propagator shall have no liability to you (or your Users) for any Vendor Product or your access to, use or installation of, or reliance on, any Vendor Product.
• 5.4 If you uninstall an Installed Product, we shall no longer provide you with access to the relevant Installed Product and associated Customer Data.

6. Financial

• 6.1 All Product Fees for each Installed Product will be charged by Propagator to the credit card listed on your Account, in accordance with the Payment Terms applicable to that Installed Product.
• 6.2 All Product Fees are exclusive of any taxes and duties imposed by government or state bodies. To the extent permitted by applicable laws, you are responsible for the payment of any and all applicable taxes or duties.
• 6.3 Without limiting any other rights that we may have, where you fail to make a payment of Product Fees by the due date (including where we have been unable to collect Product Fees from your credit card for any reason):
  • 6.3.1 interest will accrue at a rate of 10% per annum on any amounts which are not paid by the due date, but not to exceed the maximum amount permitted by law and shall be payable by you on demand;
  • 6.3.2 we may suspend your access to the Platform while the amount remains outstanding; and
  • 6.3.3 we may charge you all costs it incurs in connection with the recovery of the outstanding amounts.

7. Data and privacy

• 7.1 All Customer Data will be (and will remain) owned by you (or the relevant individual, as applicable).
• 7.2 You grant to us a non-exclusive licence to access and process your Customer Data for the purposes of providing you with access to the Platform, exercising our rights and performing our obligations under this Agreement (and, as applicable, our agreements with any Vendor or Approved PMS), enhancing the Platform and communicating with you, Vendors and Approved PMSs about the Platform and this Agreement. Propagator may also disclose Customer Data in connection with a proposed purchase or acquisition of its business or assets, where required by applicable law or any court, or in response to a request by a legitimate law enforcement agency.
• 7.3 You grant to Propagator a non-exclusive royalty free world-wide and irrevocable licence permitting us to copy, anonymize, aggregate, process and display your Customer Data to derive anonymous data (including benchmarking, statistical and usage data), and data about the Platform, Installed Products and your use of them, provided such data cannot be used to identify you or any individual (Anonymous Data). Propagator may combine or incorporate such Anonymous Data with or into other similar data and information available, derived or obtained from other users (when so combined or incorporated, referred to as Aggregate Data). Propagator will be the owners of all rights, title and interest in and to the Anonymous Data and Aggregate Data.
• 7.4 You acknowledge and agree that:
  • 7.4.1 to the extent Customer Data contains Personal Information, in processing that information for you via the Platform, Propagator is acting solely as a data processor and as your agent for the purposes of applicable Privacy Laws. We do not store any Personal Information contained in your Customer Data or use any such Personal Information for our own purposes (other than Anonymous Data or Aggregate Data in accordance with clause 7.3).
  • 7.4.2 you are responsible for obtaining and maintaining (and, as applicable, ensuring your Vendors and Approved PMSs obtain and maintain) all consents and other authorisations necessary (including to the extent required under applicable Privacy Laws): (a) to grant the licences in clauses 7.1 and 7.3; and (b) for us to lawfully provide you with access to the Platform and Vendor Products and otherwise perform our obligations and exercise our rights under this Agreement.
• 7.5 You warrant that:
  • 7.5.1 you have the right to grant the rights in clauses 7.1 and 7.3 and have obtained the consents and authorisations required by clause 7.4.2; and
  • 7.5.2 access and use of your Customer Data by Propagator in the manner anticipated by this Agreement will not breach any laws or the rights of any person (including the privacy or Intellectual Property rights of any person).
• 7.6 You indemnify Propagator against any liability, claims and costs arising from any claim by a Vendor, Approved PMS or other person that our access to or processing of your Customer Data in the manner anticipated by this Agreement and the Platform infringes a third party's Intellectual Property or privacy rights or is unlawful in any way.
• 7.7 Each party will (and will ensure that its personnel and, in the case of the Customer, Users) comply with all applicable Privacy Laws in connection with Personal Information used, disclosed, stored and/or received by that party in connection with this Agreement.
• 7.8 In the event of Data Breach:
  • 7.8.1 To the extent you become aware of any Data Breach or have reason to believe that a Data Breach may have occurred, you must: (a) without limiting any notification obligations you may have to any individual or Approved PMS (and subject to any notification duty requirements imposed under applicable Privacy Laws) immediately notify us (and provide the information specified in clause 7.8.2), or if it is not possible to provide all of that information within 24 hours then provide that information in phases without undue further delay; (b) investigate the Data Breach promptly, and no later than 24 hours after becoming aware of the Data Breach; and (c) with our prior consent, take measures to prevent further Data Breaches, and mitigate or remedy the Data Breach.
  • 7.8.2 You must summarise in reasonable detail the impact of the Data Breach, including the nature of the Data Breach, categories and numbers of data subjects and Personal Information records (if any) concerned, estimated risk and the likely consequences of the Data Breach and the measures taken or proposed to be taken to address the Data Breach.
  • 7.8.3 You must maintain records of any actual or suspected Data Breach in accordance with commercially accepted industry practices and shall make such records reasonably available to us.

8. Intellectual Property

• 8.1 Any Intellectual Property owned by (or proprietary to) a party at the date of this Agreement (and any modifications, updates, adaptations or additions to such Intellectual Property, made in connection with this Agreement or otherwise) shall be (and shall remain) owned by that party.
• 8.2 You acknowledge that all Intellectual Property in the Platform and any underlying source code, software, systems and documentation and in any updates, new releases or other enhancements to or modifications of them (whether recommended by you or any other person) belong to Propagator or its licensors and you will do nothing to contest or dispute such ownership.
• 8.3 If you (or any of your Users) provide us with ideas, contributions, comments or suggestions relating to the Platform (together, feedback):
  • 8.3.1 we may use the feedback for any purpose; and
  • 8.3.2 all 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.

9. Warranties

• 9.1 We warrant that, subject to the terms of this Agreement, we will use our reasonable endeavours to ensure the Platform is accessible by you in the manner anticipated by this Agreement.
• 9.2 In the event of any breach of clause 9.1 or any other term, condition or warranty that cannot be excluded by law, your sole remedy will be (at our option) the resupply of the non-conforming service within a commercially reasonable time.
• 9.3 Our obligation in clause 9.1 is in lieu of all other warranties relating to the Platform. To the maximum extent permitted under applicable law, all other warranties, conditions and representations, whether express, implied, statutory or otherwise, and whether arising under this Agreement or otherwise, are excluded (including, without limitation, implied warranties of merchantability, non-infringement and fitness for a particular purpose).
• 9.4 As you are acquiring access to the Platform for the purposes of a business, the guarantees provided under the New Zealand Consumer Guarantees Act 1993 (or equivalent legislation in your jurisdiction if not based in New Zealand) do not apply.

10. Liability

• 10.1 You indemnify us from and against any losses, damages, costs and/or expenses (including legal costs), claims, demands, damages and liabilities that we may suffer or incur arising out of: (i) our access to and processing of your Customer Data in the manner anticipated by this Agreement and the Platform, including as a result of any Vendor, Approved PMS or other third party claim arising out of the same; (ii) any unauthorised use or disclosure of Customer Data by you, your Users, any Vendor or any of their personnel or representatives; or (iii) your access to or use of any Vendor Products.
• 10.2 The total aggregate liability of Propagator (and its personnel and representatives) to you (and your Users) under or in connection with the Platform and this Agreement shall not exceed, in any 12 month period, the total Product Fees paid by you to us in the previous 12 month period (or where a claim arises in the first year of the Term, the period prior to the event giving rise to the claim).
• 10.3 Neither party will be liable, whether in contract, equity, tort (including negligence, breach of statutory duty or otherwise) or any other theory of liability, for any direct or indirect: loss of profits, loss of revenue, or loss of anticipated savings; or for any indirect, special or consequential loss whatsoever. However, it is acknowledged and agreed that this exclusion of liability shall not apply to your liability under the indemnities in clauses 7.6 and 10.1.
• 10.4 Without limiting any other exclusion of liability in this Agreement, we will not be liable for any breach of this Agreement or any loss, liability, damage, claim or cost suffered or incurred by you (or any of your Users, Vendors or Approved PMSs) to the extent arising from:
  • 10.4.1 your access to, use or installation of, or reliance on, any Vendor Product and/or Customer Data;
  • 10.4.2 our access to or processing of any Customer Data in the manner anticipated by this Agreement and the Platform;
  • 10.4.3 the accuracy, reliability, availability or completeness of any Customer Data;
  • 10.4.4 any breach by you of this Agreement or any Vendor Terms;
  • 10.4.5 any act or omission of a Vendor or Approved PMS;
  • 10.4.6 our compliance with any instruction or direction received from you, a Vendor or Approved PMS; or
  • 10.4.7 any third party software, services or hardware used by us in connection with the Platform.

11. Records

• 11.1 You must maintain full, up to date and accurate records of all transactions and activities undertaken by you and your Users in connection with this Agreement and the Platform (including, as applicable, each Installed Product), and shall make such records available to us on request from time to time.

12. Term and termination

• 12.1 This Agreement shall commence when you first access the Platform and shall remain in force until terminated in accordance with the terms of this Agreement (Term).
• 12.2 Either party may terminate this Agreement at any time by providing no less than one month written notice of termination to the other party.
• 12.3 Either party may terminate this Agreement at any time and with immediate effect by written notice to the other party if the other party:
  • 12.3.1 commits a breach of this Agreement and (if capable of remedy) fails to remedy the breach within 14 days after receiving notice of the breach;
  • 12.3.2 commits a breach of this Agreement and the breach is not capable of being remedied;
  • 12.3.3 is you, and you have had your access to Customer Data blocked or removed by an Approved PMS (or the Approved PMS or Vendor has instructed us to remove your access);
  • 12.3.4 is you and, in our reasonable opinion, your acts or omissions in connection with this Agreement are likely to cause us to breach any law or any agreement we have with a Vendor or Approved PMS, or bring us, the Platform or any Vendor Product into disrepute; or
  • 12.3.5 has suffered an Insolvency Event.
• 12.4 Consequences of termination: Upon and following the expiry or termination of this Agreement for any reason:
  • 12.4.1 you must immediately cease (and, if applicable, ensure your Users cease) to access the Platform;
  • 12.4.2 you must pay all Product Fees incurred by you up to the effective date of expiry or termination;
  • 12.4.3 any termination will be without prejudice to any prior breaches by a party of this Agreement; and
  • 12.4.4 the provisions of this Agreement that by their nature should survive expiry or termination will remain in full force and effect.

13. Dispute resolution

• 13.1 Where any dispute arises between the parties in respect of this Agreement or the Platform, the parties must first use all reasonable endeavours to negotiate in good faith in an attempt to resolve the dispute amicably, before commencing any mediation or any court or arbitration proceedings.
• 13.2 Nothing in this clause will prevent any party from taking immediate steps to seek urgent interlocutory relief before an appropriate court.

14. General

• 14.1 The parties acknowledge and agree that nothing expressed or implied in this Agreement constitutes either party or their personnel as the partner, employee or officer of, subcontractor to, or as a joint venturer with, the other party, and nothing in this Agreement is intended to confer on either party any authority to take any action on behalf of the other party except for the purpose of giving effect to, and as expressly permitted or required under, this Agreement. Neither party will make any contrary representation to any other person.
• 14.2 Any notice given by us to you under this Agreement will be delivered to the email address specified in your Account.
• 14.3 Neither party (first party) will be liable for any act, omission or failure by it under this Agreement (other than a failure to make payment) if that act, omission or failure results directly from an event or circumstances beyond the reasonable control of the first party, provided that:
  • 14.3.1 whenever the first party becomes aware that such a result has occurred or is likely to occur, the first party will notify the other party by written notice accordingly; and
  • 14.3.2 each party will continue to use its reasonable endeavours to perform its obligations as required under this Agreement.
• 14.4 No amendment to this Agreement will be effective unless it is in writing and signed by a duly authorised representative of each party.
• 14.5 You will not assign or otherwise transfer any of your rights or obligations under this Agreement to any other person without our prior written consent (which consent shall not be unreasonably withheld or delayed). A change of control in the Customer constitutes an assignment by you of your rights or obligations under this Agreement.
• 14.6 This Agreement records the entire understanding and agreement of the parties relating to the matters dealt with in this Agreement, and supersedes all previous understandings or agreements (whether written, oral or both) between the parties relating to these matters.
• 14.7 Each party will do all things and execute all documents reasonably required to give effect to the provisions and intent of this Agreement.
• 14.8 No exercise or failure to exercise or delay in exercising any right or remedy by a party will constitute a waiver by that party of that or any other right or remedy available to it.
• 14.9 This Agreement is governed in accordance with the laws of New Zealand. The parties irrevocably submit to the non-exclusive jurisdiction of the Courts of New Zealand with respect to any legal action, suit or proceeding or any other matter arising out of or in connection with this Agreement.

15. Definitions

15.1 Definitions: In this Agreement, unless the context indicates otherwise:

15.2 Interpretation: In this Agreement, unless the context indicates otherwise:

• 15.2.1 references to a person include an individual, company, corporation, partnership, firm, joint venture, association, trust, unincorporated body of persons, governmental or other regulatory body, authority or entity; and
• 15.2.2 references to any statutory provision are to statutory provisions in force in New Zealand and include any statutory provision which amends or replaces it, and any by-law, regulation, order, statutory instrument, determination or subordinate legislation made under it.

Contact us

If you have any questions about these Terms:

Name: Propagator Limited
Email: support@propagator.health