Terms of Use

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 Consignly User Terms

November 2025

These User Terms (the “User Terms”) govern your access and use of the Consignly cloud-WMS software system (the “Services”). Please read them carefully. Even though you are signing in to an existing Organisation, these User Terms apply to you personally as a user of the Services. In these Terms, “us”, “we”, “our”, and “Consignly” refer to Consignly Limited (company number 7165713), trading as Consignly.

By accessing or using the Services, you acknowledge and agree that you have read, understood and accepted the User Terms. If you do not agree with any of the User Terms, you must not access or use the Services, or any information or resources made available by us. Capitalised terms not defined in this document have their meaning defined in the Consignly Terms of Service.

1. These User Terms are legally binding

-          The User Terms are a legally binding agreement between you and us. b. You agree to comply with the most recent version of our (“Acceptable Use Policy”).

-          If you continue accessing or using the Services after being notified of a change to the User Terms or the Acceptable Use Policy, this means that you confirm that you have read, understand and agree to the change, and agree to be bound by the User Terms and the Acceptable Use Policy.

-          Any updates or upgrades to the Services will be subject to the User Terms.

2. Customers, Clients and Organisations

-          You are an “Authorised User” of a workspace (referred to as an “Organisation”) controlled by a “Customer”.

-          The third party that we refer to in these User Terms as the “Customer” has invited you to their Organisation. An Organisation is a unique place where a group of users may access the Services.

-          If you are an employee who is joining your employer’s Organisation, the Customer is your employer.

-          If you are joining an Organisation on the invitation of your third-party logistics (“3PL”) provider, the 3PL provider is our Customer and you are their client.

3. The relationship between you, the Customer and us

-          The Customer has separately agreed to our Consignly Terms of Service (the “Agreement”) that permits the Customer to create and configure a workspace called an organisation (“Organisation”) so that you and others can work together within the Organisation. Each invitee granted access to the Services, including you, as an Authorised User. The Agreement contains our commitment to deliver the Services to the Customer, who may then invite Authorised Users to join its Organisation.

-          When an Authorised User (including you) submits content or information to the Services, such as data or files (“Customer Data”), you acknowledge and agree that the Customer Data is owned by the Customer.

-          You must not submit, upload or add content (including Customer Data) to the Services that: Is untrue, false, inaccurate or likely to be misleading;

o   Is illegal, offensive, or otherwise harmful to others. This includes content that is harassing, inappropriate, or abusive;

o   Violates the law, infringes anyone’s intellectual property rights, violates anyone’s privacy, or breaches agreements you have with others; or

o   Contains malicious computer code, such as computer viruses or spyware.

-          The Customer has many choices and control over the Customer Data. For example, the Customer may provision or de-provision access to the Services, enable or disable third-party integrations, manage permissions, retention and export settings, transfer or assign Organisations, share or consolidate their Organisation and you acknowledge and agree that these choices and their instructions to us may result in the access, use, disclosure, modification or deletion of some or all Customer Data.

-          We reserve the right to delete any Customer Data on the Services that we deem, in our sole discretion, to violate the above content guidelines or any other provision of these User Terms. We do not guarantee to you that you will have any recourse through us to edit, delete, or recover any Customer Data you have submitted.

-          You agree that it is solely the Customer’s responsibility (and not our responsibility) to:

o   Inform you (and any other Authorised Users) of any relevant Customer policies that may be relevant to your access and use of the Services and any practices and any settings that may impact the processing of Customer Data;

o   Obtain any rights, permissions or consent from you (and any other Authorised Users) that are necessary for the lawful use of Customer Data and the operation of the Service;

o   Ensure that the transfer and processing of Customer Data in relation to the Services is lawful; and

o   Respond to and resolve any dispute with you (and any other Authorised User) relating to or based on Customer Data, the Services or the Customer’s failure to fulfil these obligations.

-          If you wish to exercise any data rights, such as the deletion or modification of Customer Data, the request must first be directed to the Customer. Where relevant, Consignly will involve the Customer in any such requests and will only take further action if the issue cannot be resolved between you and the Customer. In such cases, Consignly reserves the right to make the final decision on how to address the request.

4. Access to, and use of, the Services

-          You represent that you are the intended recipient of the Customer’s invitation to the Services.

-          If you are not the intended recipient, you must not access or use the Services for any purpose.

-          All users must comply with these User Terms, the Consignly Terms of Service and Acceptable Use Policy.

-          When using the Services, you must comply with all applicable laws. You are responsible for all action taken using your account. If you are aware of any inappropriate behaviour or content, you must immediately report it to us at feedback@consignlyhq.com.

5. Changes to the Service

-          We reserve the right to modify, add, or remove parts of the Services at any time. We may introduce improvements and new features from time to time into the Services, some of which will be made immediately available.

-          We will not be liable to you or to any third party for any modification, change, suspension or discontinuance of the Services or any part of it.

6. Intellectual Property

-          The Services and its content are protected by copyright, trade mark and other intellectual property rights owned by us and our licensors. All rights are reserved. The User Terms do not grant you any rights in connection with the Services, except to use the Services as specified in the User Terms.

-          You must not, without our prior written authorisation (which we may give or withhold at our sole discretion and pursuant to further terms and conditions):

o   Use, reproduce, duplicate, reverse engineer, modify, alter, disassemble, decompile or amend any such intellectual property or any underlying materials in any way, directly or indirectly; or

o   Assert ownership or rights in, exploit, sell or seek to generate profit from any of our intellectual property rights in or associated with the Services; or

o   Copy, reproduce, republish, or distribute any content from us, for any reason whether in public, for commercial purposes or otherwise.

-          Where you provide any suggestions or feedback to us about the Services, you disclaim all ownership or rights over such suggestions and feedback and acknowledge that we may freely use and disclose all such suggestions and feedback as we see fit for any purpose.

7. Suspension and Termination

-          These User Terms remain effective until the Customer’s Consignly subscription expires or terminates, or until your access to the Services has been terminated by the Customer or us.

-          Please contact the Customer if you, at any time or for any reason, wish to terminate your account. This includes if you disagree with any changes to these User Terms, the Consignly Terms of Service, the Acceptable Use Policy, or the Privacy Policy.

-          When your account is terminated, this will mean: Your account will be deactivated and can no longer be accessed;

o   All of your rights granted under the User Terms will immediately come to an end; and

o   Customer Data may, at our option, be deleted from our systems.

-          We provide no guarantee that Customer Data can be recovered once your account is deactivated. We are not liable for any loss or damage following, or as a result of, deactivation of your account, and it is your responsibility to ensure that any Customer Data which you require is backed-up or replicated before deactivation.

-          If we consider in our sole discretion that you have breached any of the User Terms we may immediately and without notice to you take all or any of the following actions: Issue of a warning to you;

o   Immediate, temporary or permanent withdrawal of your right to use your account or place any restriction on your access to the Services (or any part of it);

o   Immediate, temporary or permanent suspension of your account; and/or

o   Disclose such information to law enforcement authorities as we reasonably feel is necessary.

8. Limitation of liability

-          If we believe that there is a violation of the Consignly Terms of Service, User Terms, the Acceptable Use Policy or any of our other relevant policies, and that the violation can simply be remedied by the Customer’s removal of certain Customer Data from the Services or by the Customer taking other action, we may ask the Customer to act.

-          We may directly step in and take what we determine to be appropriate action (including disabling your account) if the Customer does not take appropriate action or we, at our sole discretion, believe that there is a credible risk of harm to us, the Services, other users or any third parties.

-          To the maximum extent permitted by law, neither of us will have any liability to the other for any lost profits or revenues, loss of savings or business, loss arising from use of, reliance on, or inability to use or rely on the Service, loss or corruption of information or data, including Customer Data, the cost of recovering such data loss, or for any indirect, special, incidental, consequential, cover or punitive damages however caused, whether in contract, tort or under any other theory of liability (including negligence), and whether or not the other party has been advised of the possibility of such damages.

-          Our maximum aggregate liability to you for any breach of the User Terms is one hundred New Zealand dollars (NZD $100) in total. The foregoing disclaimers will not apply to the extent prohibited by applicable law and do not limit either party’s right to seek and obtain equitable relief.

-          You shall indemnify and hold harmless, us, our agents, affiliates, directors, officers and employees from and against any and all third party claims, liabilities, losses and expenses (including all associated actual legal costs), due to, arising out of or in connection with, your:

o   Use of the Services;

o   Violation of the User Terms; or

o   Violation of any law or the rights (including intellectual property rights) of a third party.

-          You acknowledge and accept that we may, at our option, control the investigation, defence and settlement of legal claims arising out of or in connection with your use of the Services and you shall cooperate with us in respect of such investigation, defence and/or settlement where reasonably requested.

9. Warranties and Disclaimers

-          Consignly is a workplace tool intended for use by businesses and organisations and not for consumer purposes.

-          To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply.

-          If any consumer laws cannot otherwise be lawfully excluded, nothing in these User Terms will restrict, exclude or modify any such statutory warranties, guarantees, and rights or remedies that you have, and to the maximum extent permitted by law, our liability is limited (at our option) to the replacement, repair or resupply of the Services or the pro-rata refund to the Customer of prepaid Fees.

-          We make no representations or warranties of any kind, including any warranties of merchantability or fitness for a particular purpose, and whether express or implied, relating to the Services, which are provided to you on an ‘as is’ and ‘as available’ basis.

-          We make no representation or warranty as to the availability, accuracy, completeness, timeliness or reliability of the information provided in connection with the Services, including without limitation in respect of:

o   Any errors, mistakes or inaccuracies;

o   Any action you take, fail to take, due to or in reliance on any information contained in the Services or referred to by us;

o   Personal injury or property damage of any kind resulting from your access or use of the Services; and

o   Any interruption of your use of the Services.

10. General Provisions

-          Survival

o   The sections titled ‘Intellectual Property’, ‘Suspension and Termination’, ‘Limitation of Liability’, ‘Warranties and Disclaimers’, and all the provisions under the general heading ‘General Provisions’, will survive any termination or expiration of the User Terms.

-          Notices

o   All notices under the User Terms will be by email. Notices to Consignly should be sent to feedback@consignlyhq.com.

-          Privacy Policy

o   Please review our Privacy Policy for more information on how we collect, store, use and disclose data relating to the use of, and performance of, the Services.

-          Modifications

o   As our business evolves, we may change these User Terms, including the Acceptable Use Policy.

o   If we make a material change to the User Terms, including the Acceptable Use Policy, we will provide you with reasonable notice prior to the change taking effect by emailing the email address associated with your account.

o   If you access or use the Services after the effective date of any changes, that use will constitute your acceptance of the revised User Terms and/or revised Acceptable Use Policy.

-          Waiver

o   No failure or delay by either party in exercising any right under the User Terms, including the Acceptable Use Policy, will constitute a waiver of that right.

o   No waiver under the User Terms will be effective unless made in writing and signed by an authorised representative of the party being deemed to have granted the waiver.

-          Severability

o   The User Terms, including the Acceptable Use Policy, will be enforced to the fullest extent permitted under applicable law.

o   If any provision of the User Terms is held by a court of competent authority to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the User Terms will remain in effect.

-          Assignment

o   You may not assign any of your rights or delegate your obligations under these User Terms, including the Acceptable Use Policy.

o   We may assign these User Terms in their entirety (including all terms and conditions incorporated herein by reference), without your consent, to any related party or corporate affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all, or substantially all, of our assets.

-          Governing law

o   The User Terms, including the Acceptable Use Policy, and any disputes arising out of or related hereto, will be governed exclusively by the laws of New Zealand.

-          Entire agreement

o   The User Terms, including any terms incorporated by reference into the User Terms, constitute the entire agreement between you and us and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.

o   To the extent of any conflict or inconsistency between the provisions in these User Terms and any other policy or agreement referenced in these User Terms, these User Terms will first prevail; provided, however, that if there is a conflict or inconsistency between the Terms of Service and the

o   User Terms, the Terms of Service will first prevail, followed by the provisions in these User Terms, and then followed by other documents that may be referenced in these User Terms.

-          Contacting Consignly

o   Please also feel free to contact us if you have any questions about these User Terms. You may contact us at feedback@consignlyhq.com.

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