These Terms of Service govern your use of the Loffty Website and Loffty Platform, operated by Loffty Global Limited. They apply to all users, including casual visitors, End Users, Accredited Loffty Practitioners and Workplace Leaders. By accessing or using the Loffty Platform, you agree to these Terms. If you have any questions, please contact us at hello@loffty.com.

1. Application of Terms

1.1 These Terms of Service (Terms) are binding and apply to your use of the Loffty Website (www.loffty.com) and the Loffty Platform, which are operated by Loffty Global Limited, whether as a guest, a subscribed user, an accredited Loffty practitioner, or a workplace leader. Please read our Privacy Policy available on the Loffty Website, as it applies to all information provided to us and forms part of these Terms.

1.2 By accessing and using the Loffty Platform:

(a) you agree to these Terms; and

(b) where your access and use is on behalf of another person (for example, a company or a minor), you confirm that you are authorised to, and do in fact, agree to these Terms on that person's behalf and that, by agreeing to these Terms on that person's behalf, that person is bound by these Terms.

1.3 If you do not agree to these Terms, you are not authorised to access and use the Loffty Platform and you must immediately stop doing so.

1.4 These Terms apply globally. Where you access the Loffty Platform from outside New Zealand, you are responsible for compliance with the local laws of your jurisdiction in addition to these Terms.

2. Changes to These Terms

2.1 We may change these Terms at any time by posting updated Terms on the Loffty Platform, with no less than thirty (30) days' prior notice for material changes. Notice may be given by email to the address you have provided or by a prominent notice on the Loffty Platform. Your continued use of the Loffty Platform after the notice period will be regarded as your acceptance of the changed Terms.

2.2 You are responsible for ensuring you are familiar with the latest Terms. You can review the most current version of these Terms at any time on the Loffty Website.

3. Definitions

In these Terms, the following words have a specific meaning wherever you see them:

Account means an account on the Loffty Platform created by completing the required Accredited Loffty Practitioner, Subscribed User, or End User registration process.

Accredited Loffty Practitioner means a psychologist, ADHD coach, mental health coach, psychiatrist, general practitioner or other approved mental health professional who has completed Loffty's accreditation process and has been approved to use the Loffty Platform in a professional capacity. Where clause 1.2(b) applies, it includes both you and the person on whose behalf you are acting.

Agreement means these Terms together with the Privacy Policy and any applicable Order Form or subscription confirmation.

Confidential Information means any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the provision and use of the Loffty Platform. Our Confidential Information includes Intellectual Property owned by us, including the Loffty Platform. Your Confidential Information includes your Data.

Data means information (including Personal Information and Health Information) which you have entered into and stored on the Loffty Platform, including files, data, metadata, text, photographs and written posts.

User means an individual consumer who uses the Loffty Platform to complete a Loffty assessment, whether self-directed or via a nominated Accredited Loffty Practitioner. Where clause 1.2(b) applies, it includes both you and the person on whose behalf you are acting.

Fees means any subscription fees, or other charges payable by you to Loffty for access to the Services, as notified to you from time to time.

Force Majeure Event has the meaning given in clause 21.

Information includes information about the health of an individual, as defined under applicable Privacy Law.

Intellectual Property Rights means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including copyright and related rights, database rights, Confidential Information, trade secrets, know-how, business names, trademarks, wordmarks, service marks, patents and rights in designs. "Loffty" is the registered trademark of Loffty Global Limited.

Loffty/we/us/our means Loffty Global Limited (NZBN 9429030014619), trading as Loffty.

Loffty Directory means the directory of providers, including Accredited Loffty Practitioners, accessible through the Loffty Platform.

Loffty Platform means the Loffty Website and the Loffty assessment platform, including all features, tools and content made available through them.

Loffty Website means the Loffty website (www.loffty.com) and associated Loffty social media accounts (for example, Facebook, LinkedIn, Instagram, TikTok).

Login Details means a unique username and/or password combination allocated to you to allow you to access certain parts of the Loffty Platform.

Loss includes any direct, indirect or consequential loss, cost, loss of opportunity or profits, savings, revenue or data, lost goodwill, reputational damage, and any other claim, damage, loss, liability, cost or expense, including legal costs on a solicitor and own client basis.

Personal Information means information about an identifiable, living individual, including Health Information, as defined under applicable Privacy Law.

Privacy Law means the New Zealand Privacy Act 2020, the Health Information Privacy Code 2020 (NZ), the Australian Privacy Act 1988 (Cth) (as amended), the United Kingdom General Data Protection Regulation (UK GDPR), the EU General Data Protection Regulation (EU GDPR 2016/679), the United States Health Insurance Portability and Accountability Act 1996 (HIPAA) (as amended), and any other applicable data protection or privacy legislation in your jurisdiction.

Services means the Loffty Platform and all related services provided by Loffty under these Terms.

Subscribed User means a person or organisation that has purchased a subscription plan to access specific features of the Loffty Platform.

Term has the meaning given in clause 9.1.

Workplace Leader means a manager, HR professional, or other authorised representative of an organisation who accesses the Loffty Workplace Platform to gain anonymised, aggregated insights into organisational wellbeing.

You/your means, depending on context, a casual visitor to the Loffty Website, an End User, a Subscribed User, an Accredited Loffty Practitioner, or a Workplace Leader, or all of them. Where clause 1.2(b) applies, it includes both you and the person on whose behalf you are acting.

4. Who These Terms Apply To

The Loffty Platform serves different types of users. The following sections of these Terms apply to all users. Additional terms applying specifically to Accredited Loffty Practitioners are set out in Sections 9 to 11. Additional terms applying to Workplace Leaders are set out in Section 12.

Casual Visitors

4.1 If you are visiting the Loffty Website without registering or completing an assessment, you are a casual visitor. These Terms apply to your browsing and any information you provide to us.

End Users

4.2 To complete a Loffty assessment as a self-directed End User, you must:

(a) be 16 years of age or older; or

(b) if you are aged 14 or 15, have obtained consent from your legal guardian and, where applicable, have the agreement of an Accredited Loffty Practitioner that completing an assessment would be beneficial.

4.3 Loffty assessments are available to users worldwide. You are responsible for ensuring that your access and use of the Loffty Platform is lawful in your jurisdiction.

Subscribed Users

4.4 Subscribed Users may access additional features of the Loffty Platform as set out in their subscription plan. Subscription terms, including fees, payment, auto-renewal and cancellation, are set out in Section 9.

Accredited Loffty Practitioners

4.5 Accredited Loffty Practitioners are subject to these Terms and the additional terms in Sections 9 to 11. Practitioners must maintain current registration with their professional body and comply with applicable professional standards at all times.

Workplace Leaders

4.6 Workplace Leaders access only anonymised, aggregated wellbeing data relating to their organisation. Loffty will never share individual employees' Personal Information with Workplace Leaders without that employee's express consent.

5. Your General Obligations

5.1 You agree to provide accurate, current and complete information in all registration processes and dealings with us, and to update that information promptly so that it remains accurate, current and complete. If you provide false or misleading information, we may suspend or terminate your access in accordance with Section 16.

5.2 If you are given Login Details, you must:

(a) keep your Login Details secure and not permit any other person to use them;

(b) remain responsible for all actions and omissions of any person who accesses the Loffty Platform using your Login Details, whether authorised or not; and

(c) notify us immediately of any unauthorised use of your Login Details or any other security breach by emailing hello@loffty.com.

5.3 You must not:

(a) act in a way, or introduce anything (including any virus, worm, Trojan horse, timebomb, keystroke logger, spyware or other malicious code), that compromises or may compromise the Loffty Platform;

(b) attempt to gain unauthorised access to the Loffty Platform, the server on which it is stored, or any server, computer or database connected to it;

(c) attack the Loffty Platform via a denial-of-service or distributed denial-of-service attack;

(d) access the Loffty Platform by any means other than standard web browsers (unless we have agreed otherwise), including by scraping, deep-linking, harvesting, data mining, use of a robot or spider, or any similar data-gathering method;

(e) commercially exploit the Loffty Platform or any content on it without our prior written consent; or

(f) use information about providers in the Loffty Directory for any purpose other than accessing their services.

5.4 You must obtain our written permission before establishing a link to the Loffty Platform. Requests may be sent to hello@loffty.com.

5.5 You must comply with all applicable laws, regulations and professional standards when using the Loffty Platform and in relation to any Data you upload.

5.6 You must provide us, or procure for us, such cooperation, information and documentation as are reasonably necessary to enable us to perform our obligations under these Terms. We reserve the right to access your Account in order to respond to your requests for technical support.

5.7 You must be 16 years of age or older to enter into these Terms. By agreeing to these Terms, you represent and warrant that you have the legal capacity to do so.

5.8 You indemnify us against all Loss we suffer or incur as a direct or indirect result of your failure to comply with these Terms, including any failure of a person who accesses the Loffty Platform using your Login Details.

6. Intellectual Property

6.1 We (and our licensors) own all rights, title and interest, including all Intellectual Property Rights, in the Loffty Platform, including all information, data, text, graphics, artwork, photographs, logos, icons, sound recordings, videos, look and feel, AI-generated insights, and any suggestions, enhancements, requests, recommendations, corrections or other feedback you provide relating to the Platform.

6.2 Subject to these Terms, we grant you a worldwide, non-exclusive, non-transferable, revocable licence to access and use the Loffty Platform for your own personal or professional purposes.

6.3 Other than content we have expressly permitted to be downloaded, you must not copy, distribute, republish, download, display, post or transmit any content in any form or by any means without our prior written permission or the permission of the copyright owner.

6.4 You must not reverse engineer, reproduce, duplicate, copy, sell, assign, resell or exploit any portion of the Loffty Platform or access the source code (including object code, intermediate code and source code) of the Loffty Platform, either during or after these Terms.

6.5 You own all right, title and interest, including Intellectual Property Rights, in and to your Data. You grant us a worldwide, non-exclusive licence to copy, reproduce, store, distribute, publish, export and otherwise use your Data for the purposes set out in our Privacy Policy.

6.6 You warrant that you own, or are authorised to use, all Intellectual Property Rights in any Data you upload to the Loffty Platform.

6.7 The Customer shall not reverse engineer, transfer, assign, copy, modify, reproduce or use any product, service, hardware, software or other material provided in connection with the Services for purposes other than those permitted under these Terms.

7. Your Data

7.1 By uploading Data to the Loffty Platform, you warrant that your Data:

(a) complies with all applicable laws, rules and regulations;

(b) does not breach any third party right, including Intellectual Property Rights and privacy rights;

(c) is not objectionable, defamatory, obscene, harassing, threatening or harmful to any other person, or unlawful; and

(d) is not incorrect or misleading.

7.2 You acknowledge that all content accessed through your use of the Loffty Platform is at your own risk and that you are solely responsible for any resulting damage or loss to you or any other party.

7.3 You are responsible for maintaining copies of all Data you upload to the Loffty Platform. We do not guarantee that there will be no loss of Data. You should download your Data before terminating your Account.

7.4 If we terminate your Account because you have breached these Terms, we may delete your Data immediately or retain it for evidential purposes. Where we cease providing the Loffty Platform for other reasons, we will, where reasonably practicable and not prevented by law, give you 10 days' notice to retrieve your Data.

7.5 We may reject or discard material, Data, software or products that you have placed, or have requested be placed, on our systems, where they do not meet our requirements. We will notify you of any such rejection and give you an opportunity to amend the relevant material.

7.6 Any material or Data placed on our systems by or through you must be free of all malicious code, including disabling devices, time bombs, trojan horses, worms and computer viruses.

8. Artificial Intelligence Features

Loffty uses artificial intelligence and machine learning to generate personalised assessment insights. The following important disclosures apply to these features.

8.1 The Loffty Platform incorporates AI and machine learning models to analyse self-assessment responses and generate personalised wellbeing insights and recommendations. These AI-generated outputs are decision support tools only and must not be treated as a clinical diagnosis or substitute for professional medical or mental health advice.

8.2 AI-generated insights are probabilistic in nature. They are based on patterns identified in anonymised, aggregated data and may not be accurate in all individual cases. All clinical decisions remain the sole responsibility of the relevant Accredited Loffty Practitioner or qualified health professional.

8.3 We do not use your identifiable Personal Information or Health Information to train our AI models without your separate, explicit consent. We may use fully anonymised and de-identified aggregated data for model training and improvement in accordance with our Privacy Policy.

8.4 You have the right to request a human review of any AI-generated output that materially affects you. Such requests can be made by contacting us at hello@loffty.com.

8.5 We will notify you of any material changes to the AI features or the nature of automated processing that may affect your Personal Information or Health Information.

9. Platform Access, Subscriptions and Payment

End User Subscriptions (Clauses 9.1 to 9.11 apply to End Users and Subscribed Users.)

Subscription Term

9.1 Where you subscribe to the Loffty Platform as an End User or Subscribed User, the subscription term comprises:

(a) an Initial Term of twelve (12) months, beginning on the date of your initial payment or acceptance of these Terms (the Start Date); and

(b) each subsequent Renewal Term of twelve (12) months, beginning automatically at the end of the Initial Term and at the end of each Renewal Term thereafter, unless cancelled in accordance with clause 9.4.

Automatic Renewal

9.2 Your subscription will automatically renew for a further twelve (12) months at the end of each Term unless you cancel it before the end of the then-current Term in accordance with clause 9.4. We will send you a written reminder no less than thirty (30) days before your renewal date. By subscribing, you authorise us to charge your payment method for each Renewal Term on the renewal date.

9.3 We will provide you with notice of any change to your subscription Fees at least 30 days before those changes take effect. If you do not cancel your subscription before the changes take effect, you will be deemed to have accepted the new Fees.

Cancellation

9.4 You may cancel your subscription at any time by:

(a) using the cancellation function in your Account settings; or

(b) emailing us at hello@loffty.com with sufficient notice before the end of your current Term.

9.5 Cancellation takes effect at the end of the then-current Term. You will continue to have access to the Loffty Platform until the end of that Term.

Fees and Payment

9.6 You must pay all Fees in advance, in the currency specified in your subscription confirmation. All Fees are exclusive of applicable taxes unless stated otherwise.

9.7 You are responsible for all applicable taxes (including goods and services tax or value added tax), governmental fees and assessments payable in relation to Fees and charges arising under these Terms or in connection with the Services.

Refunds

9.8 Refunds are not generally available for subscription Fees already paid. However:

(a) if we terminate these Terms without cause before the end of the then-current Term, we will refund any prepaid assessment credits attributable to unused assessments in that Term, unless otherwise agreed;

(b) if you are entitled to a refund under applicable consumer protection law (including the New Zealand Consumer Guarantees Act 1993), we will honour that entitlement; and

(c) we may, in our discretion, offer partial refunds or account credits in cases of technical failure or service unavailability that materially affects your use of the Loffty Platform.

9.9 No refund will be provided where we terminate your subscription for cause, including breach of these Terms.

Hardware and Equipment

9.10 You are responsible for, and must at your own cost provide, all devices, internet access, software, hardware, and other services necessary to access the Loffty Platform. We make no representation that your equipment will be compatible with the Loffty Platform.

Practitioner Platform Access (Clauses 9.11 to 9.14 apply to Accredited Loffty Practitioners.)

9.11 Access to the Loffty Platform for Accredited Loffty Practitioners is currently provided free of charge. Practitioners must complete Loffty's accreditation process and register on the Loffty Platform to access it. No subscription or access fee is payable by Practitioners at this time.

9.12 Loffty reserves the right to introduce access or subscription fees for Accredited Loffty Practitioners in the future. If we decide to do so, we will provide you with no less than sixty (60) days' prior written notice before any fee becomes payable. You will have the opportunity to review the proposed fees and, if you do not wish to continue on fee-paying terms, to close your Account before any charge applies. Your continued use of the Platform after the fee commencement date will be taken as your acceptance of the applicable fees.

9.13 If Loffty introduces Practitioner fees pursuant to clause 9.12, the subscription term, auto-renewal, cancellation, payment and refund provisions in clauses 9.1 to 9.9 will apply to Practitioner subscriptions, with any necessary modifications as notified to you at the time of fee introduction.

9.14 As a Practitioner, you may close your Account at any time at no cost by contacting us at hello@loffty.com or using the account management function in your practitioner secure area. You should download or retrieve any Data you wish to retain before closing your Account, as we cannot guarantee its availability following closure.

10. Accredited Loffty Practitioner Terms

Current access for Practitioners: The Loffty Platform is currently free for Accredited Loffty Practitioners to use. See clauses 9.11 to 9.14 for details, including Loffty's right to introduce fees in the future with advance notice. This section applies in addition to all other provisions of these Terms if you are an Accredited Loffty Practitioner.

Accreditation and Professional Standards

10.1 To use the Loffty Platform as an Accredited Loffty Practitioner, you must:

(a) have successfully completed Loffty's accreditation process;

(b) maintain current registration with your applicable professional body at all times;

(c) comply with the applicable rules, standards, codes of ethics and professional obligations of your professional body; and

(d) promptly notify us if your professional registration is suspended, revoked or otherwise impaired.

10.2 You must use the Loffty Platform only in connection with your professional practice and only for lawful purposes. In the event your use of the Services violates any law, rule, regulation or professional standard, we have the right, at our discretion, to immediately suspend or terminate your access.

Client Data and Consent

10.3 Where you use the Loffty Platform to facilitate Loffty assessments for your clients (End Users), you must:

(a) obtain valid, informed consent from each client before initiating a Loffty assessment on their behalf;

(b) explain to each client the nature and purpose of the assessment and how their information will be used;

(c) comply with all applicable Privacy Law in connection with the collection, use and storage of your clients' Personal Information and Health Information; and

(d) not share a client's Loffty report or assessment data with any third party without that client's express consent, except as required by law.

10.4 You acknowledge that you are the data controller (or equivalent under applicable Privacy Law) in respect of your clients' Personal Information that you upload to the Loffty Platform, and that Loffty acts as a data processor on your behalf in respect of that information.

Clinical Responsibilities

10.5 The Loffty Platform is a clinical decision support tool. You remain solely responsible for all clinical decisions and any diagnosis, treatment or referral decisions you make in connection with your use of the Platform.

10.6 You indemnify us against all Loss suffered or incurred as a direct or indirect result of any claim by a third party (including your clients) arising from a misdiagnosis, inaccuracy in a Loffty report, or any clinical decision made by you, except where Loffty has been grossly negligent or has deliberately acted to contribute to such Loss.

10.7 You acknowledge that the Internet is not an entirely secure form of data exchange. Having weighed the risks and rewards, you accept responsibility for all risks associated with exchanges of Data via the Loffty Platform, including risks to data integrity, and indemnify us against all Loss arising from such risks, except where caused by our gross negligence.

Lawful Use

10.8 You must use the Services only for lawful purposes. You agree not to facilitate, encourage or permit any use of the Loffty Platform that is unlawful or in breach of these Terms.

Representations and Warranties

10.9 You hereby represent and warrant that:

(a) any person to whom you grant access to your Loffty Account is at least 18 years of age; and

(b) you are not subject to any limitation on your ability to enter into these Terms.

11. Term and Termination (Accredited Practitioners)

This section applies specifically to Accredited Loffty Practitioners with a subscription.

Termination Without Cause

11.1 Either party may terminate these Terms (in respect of the practitioner subscription) at any time without cause by giving written notice. Clause 9.4 applies in respect of cancellation by you.

11.2 As Practitioner access is currently provided free of charge, no fees are payable by Practitioners and no refund obligation arises on termination. If Loffty has introduced Practitioner fees pursuant to clause 9.12 at the time of termination, the refund terms notified to you at the time of fee introduction will apply.

Termination for Cause

11.3 Either party may terminate immediately if:

(a) the other party is in material breach of these Terms and has failed to remedy that breach (if capable of being remedied) within thirty (30) days after receipt of written notice specifying the breach in reasonable detail; or

(b) the other party becomes insolvent, has a liquidator, receiver or administrator appointed, enters into any compromise or arrangement with creditors, or is unable to pay its debts when due.

11.4 We may terminate immediately and without prior notice for any material breach by you, including violation of these Terms, breach of Intellectual Property Rights, or breach of applicable laws.

11.5 Where we terminate for cause, no refund of Fees will be provided. Termination for cause does not cancel or waive any Fees owed to us before termination.

Consequences of Termination

11.6 On termination of your practitioner subscription:

(a) your right to use the Services will cease immediately;

(b) your Data and Account settings may be deleted, including web content, databases and messages — it is your responsibility to secure all necessary Data from your Account before termination; and

(c) you must promptly return, or at our request destroy, all Confidential Information belonging to us.

11.7 Termination does not cancel or waive any Fees owed or payable to us before or upon termination.

11.8 Provisions which by their nature survive termination continue in force after termination, including clauses relating to fees and taxes, intellectual property, data, warranties, limitations and exclusions of liability, indemnification, dispute resolution and general provisions.

12. Workplace Leaders

This section applies if you access the Loffty Platform as a Workplace Leader on behalf of an organisation.

12.1 Workplace Leaders may use the Loffty Workplace Platform to gain insights into the aggregated, anonymised wellbeing of their organisation's employees. All employee data presented to Workplace Leaders is de-identified and aggregated so that no individual employee can be identified.

12.2 Loffty will never disclose individual employees' Personal Information to Workplace Leaders without the express consent of the relevant employee.

12.3 As a Workplace Leader, you must:

(a) ensure that your organisation's employees are informed about the use of the Loffty Workplace Platform and the nature of the data that will be collected and processed;

(b) comply with all applicable employment law, Privacy Law and workplace health and safety law in connection with your use of the Loffty Workplace Platform; and

(c) not use any insights derived from the Loffty Workplace Platform in a way that discriminates against, disadvantages, or is prejudicial to any employee.

12.4 Where your organisation registers with Loffty to deliver the Loffty Workplace Platform, Loffty will ask for information about the organisation, which may include employee email addresses for the purpose of inviting employees to participate. Participation by employees is voluntary.

13. Copyright and Submitted Material

13.1 All third-party material on the Loffty Website is the copyright of individual contributors and is made available for personal use only. It may not be further copied or distributed without permission from the relevant copyright owners.

13.2 If you are the owner of copyright material that you believe is available on the Loffty Website in a manner that constitutes copyright infringement under the New Zealand Copyright Act 1994, please notify us at hello@loffty.com and we will investigate and take appropriate action, which may include removing the material.

14. Third-Party Links and Social Media

14.1 We may provide links on the Loffty Website to third-party websites. We have no control over and do not monitor those websites. We make no representation regarding the accuracy, completeness or suitability of any third-party websites, their products or services and, to the maximum extent permitted by law, we exclude all responsibility or liability for them. A link does not constitute our endorsement. You use all third-party links at your own risk. When you click a third-party link, that party's terms and policies apply, not these Terms.

14.2 If you share Personal Information on a related third-party social media website or app, your Personal Information may be collected or used by that platform or its users and could result in you receiving unsolicited messages. We encourage you to review the privacy policies and settings of any social media platforms you interact with.

15. Privacy

15.1 Please read the Loffty Privacy Policy on the Loffty Website for full information about how we collect, use, protect and disclose your Personal Information.

15.2 Where you have accepted these Terms on behalf of another person (including an organisation), you warrant that you have the right to collect and use that person's Personal Information and to make it available to us, and that our use of that Personal Information to deliver our Services will not breach any Privacy Law.

15.3 You have the right to request access to and correction of any Personal Information we hold about you. Please email hello@loffty.com.

16. Data Protection and Compliance

General Compliance

16.1 We are committed to protecting Personal Information and Health Information in accordance with applicable Privacy Law. We process your data on the basis of your consent, the performance of our contract with you, compliance with legal obligations, and/or our legitimate interests, as applicable.

GDPR (EU/UK Users)

16.2 If you are located in the European Economic Area (EEA) or the United Kingdom, the following rights apply to you under the EU General Data Protection Regulation (2016/679) and/or the UK GDPR:

(a) the right to access your Personal Information;

(b) the right to rectification of inaccurate Personal Information;

(c) the right to erasure (the 'right to be forgotten') in certain circumstances;

(d) the right to restriction of processing;

(e) the right to data portability;

(f) the right to object to processing based on legitimate interests or for direct marketing; and

(g) the right not to be subject to solely automated decision-making that produces legal or similarly significant effects.

16.3 To exercise any of the above rights, please contact our Privacy Officer at hello@loffty.com. We will respond within 30 days.

16.4 If you are located in the EEA or UK and have concerns about how we handle your Personal Information, you have the right to lodge a complaint with your applicable data protection supervisory authority.

HIPAA (US Users)

16.5 If you are located in the United States, and to the extent we are considered a business associate under the Health Insurance Portability and Accountability Act 1996 (HIPAA, as amended), we will:

(a) use and disclose protected health information (PHI) only as permitted by HIPAA and any applicable Business Associate Agreement;

(b) implement appropriate administrative, physical and technical safeguards to protect PHI;

(c) report any breach of PHI to the relevant covered entity without unreasonable delay and, in any event, within sixty (60) days of discovery; and

(d) apply the minimum necessary standard when using or disclosing PHI.

International Data Transfers

16.6 Your Personal Information and Health Information may be transferred to and stored in countries outside your jurisdiction, including New Zealand and Australia. Where we transfer data internationally, we implement appropriate safeguards in accordance with applicable Privacy Law, including contractual mechanisms, to protect your rights.

16.7 All data collected through the Loffty Platform is stored with Amazon Web Services (AWS) in Sydney, Australia. We have contractual arrangements with AWS that require them to protect your data in accordance with applicable Privacy Law. The AWS hosting service fully complies with New Zealand Ministry of Health guidelines.

Information Security

16.8 We maintain an information security management system aligned with ISO/IEC 27001 and SOC 2 trust service principles. Our key security measures include:

(a) 256-bit Advanced Encryption Standard (AES-256) encryption for data at rest;

(b) Transport Layer Security (TLS/HTTPS) for all data in transit;

(c) role-based access controls and regular access reviews;

(d) regular security audits, penetration testing and vulnerability assessments; and

(e) incident response procedures including breach notification to affected users and relevant authorities as required by law.

16.9 Despite our security measures, no method of electronic transmission or storage is completely secure. We do not warrant or guarantee the absolute security of your data.

17. Disclaimers

17.1 The Loffty Platform includes a structured mental health self-assessment (a clinical decision support tool) and a personalised mental health report, which may include recommendations to mental health professionals, and for products, apps, books and other mental health educational resources. Loffty is a self-assessment tool — it is NOT a diagnostic tool. By using the Loffty Platform, you provide informed consent that you understand the assessment does not provide a final diagnosis and that any final diagnosis remains the responsibility of your Accredited Loffty Practitioner or another qualified health professional.

17.2 The self-assessment information and recommendations generated by Loffty are for decision support purposes only and should not, on their own, be construed as professional advice.

17.3 In the event that your Loffty report identifies suicidal ideation or potential for self-harm, the assessment will prompt you to contact relevant support services. In this case, we encourage you to connect with those support services. Your nominated practitioner will also be alerted.

17.4 Please do not use the Loffty Platform if you have difficulty understanding informed consent. Informed consent requires you to be competent, voluntarily making this decision of your own free will, and able to comprehend the information provided in these Terms and the Privacy Policy. Minors under the age of 16 are not legally able to provide informed consent; in such cases, consent must be obtained from the minor's legal guardian.

17.5 We make no representation or warranty that the Loffty Platform is appropriate or available for use in all countries or that the content satisfies the laws of all countries. You are responsible for ensuring that your access to and use of the Loffty Platform is not illegal or prohibited in your jurisdiction.

17.6 We provide the Loffty Platform "as is" and you expressly agree that use of the Loffty Platform is at your sole risk. To the extent permitted by law, we and our licensors make no warranty that:

(a) the Loffty Platform will be wholly free from defects, errors or bugs;

(b) the Loffty Platform will be available on an uninterrupted basis;

(c) the Loffty Platform will be entirely secure; or

(d) the Loffty Platform will be compatible with any software or systems other than those we have specified from time to time.

17.7 We reserve the right to restrict access to some or all parts of the Loffty Platform to registered users only.

18. Liability

18.1 To the maximum extent permitted by law:

(a) you access and use the Loffty Platform at your own risk; and

(b) we are not liable or responsible to you or any other person for any Loss under or in connection with these Terms, the Loffty Platform, or your access and use of (or inability to access or use) the Loffty Platform. This exclusion applies regardless of whether our liability or responsibility arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise.

18.2 If you post your Personal Information in the Loffty Directory or the Loffty Platform's online community forum or social media, you acknowledge that such information will be publicly available to registered users.

18.3 All claims for damages under these Terms must be notified to us within 12 months of the cause of action arising. We will have no liability for claims notified or commenced after this period.

18.4 Nothing in these Terms limits or excludes our liability to the extent that such liability cannot be limited or excluded by law. Except to the extent permitted by law, nothing in these Terms has the effect of contracting out of the New Zealand Consumer Guarantees Act 1993 or any other applicable consumer protection law.

18.5 To the extent that the Loffty Platform is used by you for the purpose of a business, the provisions of the New Zealand Consumer Guarantees Act 1993 do not apply.

18.6 Subject to clause 18.4, where our liability cannot be excluded, our total liability to you is limited to the greater of:

(a) the Fees paid by you to us in the three (3) months immediately preceding the event giving rise to liability; or

(b) NZD 250.

18.7 Subject to clause 18.4, in no event will we or our subsidiaries, affiliates, officers, employees, agents, partners, vendors or licensors be liable to you for any indirect, consequential or special loss, loss of profits, contracts, business, revenue, goodwill or anticipated savings (whether direct or indirect), loss or corruption of data, or any other indirect, consequential or special damages, regardless of whether we have been advised of the possibility of such damages.

18.8 The Fees payable under these Terms are determined on the basis of the limitations and exclusions of liability in this Section 18. You agree that these limitations and exclusions are reasonable.

18.9 We will exercise no control over the content of information passing through the Loffty Platform except those controls expressly provided for in these Terms.

19. Indemnification

19.1 You must defend, indemnify, save and hold us and our subsidiaries, affiliates, officers, employees, agents, partners, vendors and licensors harmless from and against any and all liability, losses, claims, demands, disputes, damages or costs of any kind (including reasonable legal costs), directly or indirectly arising from or in any way connected with:

(a) your breach of these Terms;

(b) your negligence or wilful misconduct;

(c) any of your services or products;

(d) any information or material posted or transmitted by or on behalf of you and any use or misuse of such information or material; and

(e) any breach or infringement by you of any legal rights (including Intellectual Property Rights) of any third party.

20. Suspension and Termination (General)

20.1 Without prejudice to any other right or remedy available to us, if we consider that you have breached these Terms or we otherwise consider it appropriate, we may immediately, at any time and without notice, suspend or terminate your access to the Loffty Platform (or any part of it) for any reason or no reason, which need not be disclosed to you.

20.2 If we exercise our discretion to suspend or terminate your Account, you will not be able to access any part of the Loffty Platform, your Account, or your Data, and we have no obligation to return your Data. You must immediately cease using the Loffty Platform and must not attempt to gain further access.

21. Force Majeure

21.1 Except for your obligation to pay Fees, neither party will be liable for any delay or failure to meet its obligations under these Terms to the extent caused by a Force Majeure Event — meaning any event outside that party's reasonable control that the party is unable to overcome by using reasonable diligence and at a reasonable cost. Force Majeure Events include acts of God, acts of a public enemy, declared or undeclared war, terrorist acts, blockades, revolutions, riots, civil commotion, epidemics, pandemics, quarantines, public demonstrations, requirements or restrictions of any government, semi-governmental or judicial entity, inability to procure materials or transport, failure of power, restrictive governmental laws or regulations, condemnation, acts of third parties, and failure of the internet.

21.2 If a party is prevented from meeting its obligations due to a Force Majeure Event, it must give written notice to the other party of the circumstances, including the nature and expected duration of the event. The other party must grant a reasonable extension of time.

21.3 If a Force Majeure Event continues for more than 30 days, the party not affected may terminate these Terms by written notice to the other party.

22. Dispute Resolution

22.1 This Section applies to all disputes between you and us arising out of or in connection with these Terms, the Loffty Platform, or our relationship. Either party must comply with the procedures in this Section before commencing any court or arbitration proceedings, except for urgent applications for equitable relief.

Negotiation

22.2 If a dispute arises, the party initiating the dispute must provide written notice to the other party. The parties must then negotiate in good faith with a view to resolving the dispute.

Mediation

22.3 If the dispute is not resolved within 14 days of receipt of the written notice, either party may refer it to mediation by giving written notice to the other party.

22.4 Mediation will be conducted on the terms of the Resolution Institute Standard Mediation Agreement, subject to any variations agreed by the parties. The mediator will be agreed by the parties or, failing agreement within 7 days of the mediation notice, selected by the Chair of the Resolution Institute or their nominee. The costs of mediation will be shared equally by the parties.

22.5 Unless otherwise agreed, any mediation will be held in Auckland, New Zealand, or conducted remotely if the parties agree.

Arbitration

22.6 If the dispute remains unresolved after mediation, either party may submit the dispute to arbitration before a single arbitrator agreed by the parties or, failing agreement within 14 days, nominated by the President of the New Zealand Law Society or their nominee. Arbitration will be conducted in accordance with the Arbitration Act 1996 (NZ). Either party reserves the right to appeal to the New Zealand High Court on any question of law arising from an award.

Continuity

22.7 While any dispute remains unresolved, the parties must continue to perform their obligations under these Terms to the extent possible given the nature of the dispute.

Urgent Relief

22.8 Nothing in this Section prevents either party from seeking urgent equitable relief before a court of competent jurisdiction.

23. General

23.1 GOVERNING LAW AND JURISDICTION. These Terms are governed by and must be interpreted in accordance with the laws of New Zealand, without regard to its conflict of laws principles. Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with these Terms. International users acknowledge that New Zealand law applies, while also retaining any rights they may have under their local consumer protection laws.

23.2 ASSIGNMENT. We may assign or transfer our rights under these Terms, and subcontract our obligations, at our sole discretion and without restriction, by written notice to you. You may not assign or transfer your rights under these Terms without our prior written consent.

23.3 NOTICES. Any notices or communications under these Terms will be in writing and given by us via email (to the address you have provided) or via the Loffty Platform. For notices sent by email, the date of receipt will be deemed the date on which the notice is sent. You agree that this satisfies all legal requirements in relation to written communications.

23.4 WAIVER. For us to waive a right under these Terms, the waiver must be in writing. No failure or delay by us to exercise any right or remedy will constitute a waiver of that right or remedy or prevent or restrict the further exercise of any other right or remedy.

23.5 SEVERABILITY. If any provision of these Terms is or becomes illegal, unenforceable or invalid, that provision is deemed to be modified to the minimum extent necessary to remedy the illegality, unenforceability or invalidity. If modification is not possible, the provision must be treated as severed from these Terms. The remaining provisions continue in full force.

23.6 ENTIRE AGREEMENT. These Terms, together with the Privacy Policy and any applicable subscription confirmation or Order Form, constitute the entire agreement between the parties relating to your use of the Loffty Platform and supersede all prior agreements, representations and understandings. The parties have not relied on any representation, warranty or agreement not expressly set out in these Terms.

23.7 THIRD PARTY BENEFICIARIES. Where you are based in New Zealand, you acknowledge that Loffty and you intend to include Loffty's vendors and licensors as third-party beneficiaries of these Terms for the purposes of the Contract and Commercial Law Act 2017 (NZ), with all rights and remedies available as if such vendors and licensors were parties to these Terms.

23.8 SURVIVAL. The following provisions survive termination of these Terms: Sections 6, 7, 9.7, 11.6 to 11.8, 13, 15 to 19, 22 and 23.

23.9 CONSUMER PROTECTION. If you are a consumer accessing the Loffty Platform for personal, household or domestic use, nothing in these Terms excludes, restricts or modifies any right or remedy you have under any applicable mandatory consumer protection legislation, including the New Zealand Consumer Guarantees Act 1993 or equivalent laws in your jurisdiction.

© Loffty Global Limited 2026 | www.loffty.com | hello@loffty.com