Supplier Terms

Version of 25 October 2026

These terms are an agreement between SmartFraming Limited, a New Zealand company trading as Timber Framer Pro (“Timber Framer Pro”, “we”, “us”), and the business that accepts them (“you”, the “Supplier”). Please read them carefully, in particular sections 3, 6, 10 and 11.

1. About these terms

   1. These terms apply to every Timber Framer Pro tool we make available to you, including the Timber Framer Pro Designer, Reader and Finder, and to any related websites, emails, files and support (together, the “Service”).
   2. The person who accepts these terms confirms they are authorised to accept them for the Supplier. You are using the Service for the purposes of a business, and you are in trade.
   3. Anything else we agree with you in writing, such as fees for your plan, forms part of this agreement.

2. The Service

   1. We decide which tools, features, limits and settings you have, and we may add, change or remove any of them at any time.
   2. The Designer lets your customers design a timber-framed building in 3D and send it to you as an enquiry. The Reader reads architectural drawings and proposes a frame and take-off for your team to check. The Finder shows builders where each labelled frame goes, in a 3D model made from your files.
   3. We may use other providers (for example hosting, email and storage services) to run the Service.

3. Outputs are aids, not advice

   1. Everything the Service produces, including 3D models, plans, take-offs, quantities, lengths, weights, sundries, frame labels, notes and any reading of drawings (“Outputs”), is generated automatically from information given by you, your customers or drawings. Outputs are estimates and aids for quoting, planning and locating frames only.
   2. Outputs are not engineering, design, building or compliance advice and are not construction documents. They may contain errors or omissions.
   3. You must check every Output before you rely on it, quote from it, order materials, or supply or build anything. You are responsible for your quotes and prices, for engineering (including any specific engineering design), building consents and compliance with the Building Code and applicable standards, and for the frames, materials and services you supply.
   4. If an Output differs from approved drawings or engineering, the approved drawings and engineering prevail.

4. Your responsibilities

   1. Give us accurate details (your business, contacts, branding and the email addresses enquiries go to) and keep them up to date.
   2. Keep sign-in details secure. You are responsible for everything done under your accounts and by your staff, and you must tell us promptly about any unauthorised use.
   3. Only upload or use content (such as drawings, files, logos and client or site names) that you have the right to use, and only for lawful purposes.
   4. Do not copy, resell, sublicense or provide the Service to anyone else; reverse engineer, scrape or try to extract its rules, code or data; test or interfere with its security; or use it to build or support a competing product.
   5. Your customers and builders deal with you. Your quotes and contracts with them are between you and them, and we are not a party to them.

5. Fees

   1. Fees, if any, are as agreed with us in writing for your plan. Where we agree you are a partner, there is no fee unless we agree otherwise in writing.
   2. Unless agreed otherwise, fees are in New Zealand dollars, exclude GST and are payable by the date on the invoice.
   3. We may change fees by giving you at least 30 days’ notice. If you do not accept a change, you may stop using the Service before it takes effect.
   4. We may suspend the Service if fees are not paid on time.

6. Suspending, changing or ending the Service

   1. We may suspend, limit, change or end the Service, any tool or your access to it, in whole or in part, at any time and for any reason, with or without notice. We will try to tell you when it is practical, but we are not obliged to.
   2. You may stop using the Service at any time by telling us.
   3. We are not liable for any loss arising from a suspension, change or ending of the Service, including lost enquiries, quotes or business. If we end the Service for a reason other than your breach, we will refund any fees you paid in advance for the period after it ends.
   4. Sections 3 and 7 to 14 continue to apply after the Service ends.

7. Your content and your customers’ information

   1. Your content means the logos, files, drawings, jobs, designs and enquiries in the Service for your business. As between us, you own your content. You give us a non-exclusive licence to host, copy, process and display it to provide, support and improve the Service, and to show your name and logo in it.
   2. We may use anonymised and aggregated information that does not identify you or any individual to run, measure and improve the Service.
   3. The Service collects personal information about your customers and builders (for example names, email addresses, phone numbers and site addresses) for you. You are responsible for telling them how you use it. We will handle it in line with the Privacy Act 2020, use it only to provide the Service, protect it with reasonable security safeguards, and tell you without undue delay about a privacy breach that affects it.
   4. We do not promise that your content can always be recovered. Keep your own copies of anything important, such as enquiry emails and their files.
   5. When the Service ends for you, we keep your content for 30 days. During that time you may ask us for a copy of what we hold, in a format we choose. After that we may delete it, except where the law requires us to keep it. Copies in backups are removed on their normal cycle.

8. Our intellectual property

   1. We own the Service and everything in it, including its software, framing rules and engines, designs, models, documents and brand, and all improvements to them. Nothing in these terms transfers any of it to you.
   2. You may use Outputs within your business, including giving them to your customers as part of your quotes.
   3. If you give us feedback or suggestions, we may use them without any obligation to you.

9. Confidentiality

   1. Each of us will keep the other’s confidential information confidential and use it only for the purposes of this agreement. This does not apply to information that is public through no fault of the receiving party, that it already lawfully had, or that it must disclose by law.
   2. Our pricing, framing rules, take-off methods and unreleased features are our confidential information.

10. No warranties

    1. The Service is provided “as is” and “as available”. We do not promise that it will be uninterrupted, error-free or secure, that it will suit your needs, or that Outputs will be accurate or complete.
    2. Because you are in trade, the Consumer Guarantees Act 1993 does not apply to the Service. We both agree that it is fair and reasonable that sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 do not apply to this agreement.

11. Liability

    1. To the maximum extent permitted by law, we are not liable to you, whether in contract, tort (including negligence), equity, under statute or otherwise, for any indirect or consequential loss; any loss of profit, revenue, business, opportunity, goodwill or data; or any loss arising from Outputs, your quotes, materials ordered, frames supplied or construction.
    2. Our total liability to you for all claims in connection with the Service is limited to the fees you paid us in the 12 months before the event giving rise to the claim.
    3. Nothing in these terms limits any liability that cannot be limited by law.

12. Indemnity

    1. You indemnify us against any claims by your customers, builders or other third parties, and any resulting losses and costs (including reasonable legal costs), arising from your quotes, products, services or construction, your content, or your breach of these terms or the law.

13. Changes to these terms

    1. We may change these terms at any time. We will publish the new version at timberframerpro.com/terms with a new date, and we may ask you to accept it again. If you keep using the Service after a change takes effect, you accept the changed terms.

14. General

    1. These terms are governed by New Zealand law, and the New Zealand courts have exclusive jurisdiction.
    2. These terms and anything we agree in writing are the whole agreement between us about the Service. You have not relied on any statement or promise that is not in them.
    3. You may not transfer your rights or obligations under these terms. We may transfer ours to a related company or to a buyer of all or part of our business.
    4. Notices may be given by email: to you, at the contact email we hold for you; to us, at john@smartframing.nz.
    5. We are not liable for any failure or delay caused by events beyond our reasonable control.
    6. If any part of these terms is unenforceable, the rest still applies. If we do not enforce a right straight away, we have not given it up.