These are the Gallagher eShepherd Contract Suite documents. They govern the purchase of eShepherd hardware and subscriptions and your use of the eShepherd platform. Read the documents that apply to you before placing an order.
Effective 16 June 2026Version 1.0
Guide to the Contract Suite
Version 1.0 · Last updated 16 June 2026
This Guide explains how the Gallagher eShepherd Contract Suite works. It will help you understand which documents apply to you, who you are contracting with, and how the different parts fit together.
This Guide is for information only. If there is any conflict between this Guide and the Contract Suite documents, the Contract Suite documents take priority.
⚠️ Important: You have two separate contracts
When you use the eShepherd System, you enter into two separate legal agreements:
Purchase Agreement - with your Supplier (the company you are buying from). Your Supplier may be a Gallagher Group company or an Authorised Reseller (an independent business we have authorised to sell eShepherd products).
Platform Agreement - with Gallagher eShepherd Pty Ltd (ABN 67 169 900 887), the company that operates the Platform. This agreement is always with Gallagher eShepherd, regardless of who your Supplier is.
This distinction matters because different documents govern different parts of your relationship, and different companies are responsible for different things.
Purpose and Scope
The Contract Suite governs the purchase and use of the eShepherd virtual fencing and livestock management system, which includes:
Hardware - eShepherd Neckband, Base Stations, and accessories; and
Platform - the cloud software, web portal, mobile application, firmware, and APIs that power the system.
Document Architecture
The Contract Suite is made up of the following documents:
(1) the Order Form (your specific transaction details and any Special Terms);
(2) the Purchase Terms (commercial terms for Hardware, Subscriptions, and Services);
(3) the Platform Terms (access to and use of the System);
(4) the Shared General Terms (provisions applying across both agreements);
(5) the Shared Glossary (definitions of capitalised terms used throughout the suite);
(6) the Warranty Policy (Hardware warranty scope, exclusions, and claims);
(7) the Privacy Statement (collection, use, and protection of personal information); and
(8) any other document incorporated by reference.
If Documents Conflict
If there is a conflict between documents, the following order applies (see section 2 of the Shared General Terms for full details):
Order Form (including any Special Terms) - highest priority for matters it covers.
Purchase Terms - for commercial matters (pricing, payment, delivery, billing).
Platform Terms - for System matters (access, data, intellectual property, privacy, acceptable use, animal welfare).
Shared General Terms - for provisions that apply to both agreements (liability, disclaimers, confidentiality, disputes, notices).
Shared Glossary - definitions used throughout.
Important: Special Terms in the Order Form can change the Purchase Terms, but they cannot change the Platform Terms unless Gallagher eShepherd (or another Gallagher Group company with authority to bind Gallagher eShepherd) has agreed in writing and has specifically identified the clause being changed. An Authorised Reseller cannot change any Platform Terms. If your Reseller made promises about how the Platform works, those promises only bind Gallagher eShepherd if they match what is written in the Platform Terms or official documentation. Ask your Reseller to confirm any promises in writing before you buy.
For the full rules on document hierarchy, see section 2 of the Shared General Terms.
How to Navigate the Contract Suite
Which documents apply to you?
Everyone: The Shared General Terms and Shared Glossary apply to all customers.
Buying Hardware, Subscriptions, or Services: The Purchase Terms apply. Your Order Form shows which sections are relevant (Hardware, Subscriptions, Services, or a combination).
Accessing the Platform: The Platform Terms apply whenever you or your Authorised Users use the System. You accept these when you create an account or log in.
Hardware warranty claims: The Warranty Policy explains the scope, exclusions, and claims process.
Privacy and personal data: The Privacy Statement explains how Gallagher Group collects, uses, and protects your Personal Data.
Questions?
If you have questions about this Contract Suite, contact us at eshepherd.enquiries@gallagher.com or visit www.gallagher.com/eshepherd.
Purchase Terms and Conditions
Version 1.0 · Last updated 16 June 2026
⚠️ IMPORTANT - READ BEFORE ORDERING
This document is part of the Contract Suite and works alongside your Order Form and the Platform Terms. Read all documents that apply to your purchase before signing your Order Form.
What This Document Covers
These Purchase Terms govern the commercial side of your relationship with your Supplier - the company you are buying from. Your Supplier may be a Gallagher Group company or an Authorised Reseller (as shown in your Order Form). These Purchase Terms cover:
Hardware - ordering, delivery, risk, title, and warranty for Neckbands, Base Stations, and accessories;
Subscriptions - how your Subscription is billed, renewed, and cancelled;
Services - site assessment, installation, commissioning, and training; and
Payment - pricing, invoicing, taxes, and what happens if payment is late.
These Purchase Terms do not cover your access to or use of the eShepherd System - that is governed by the separate Platform Terms between you and Gallagher eShepherd.
1Overview
1.1
About These Purchase Terms
In these Purchase Terms, “we”, “us”, and “our” refer to your Supplier. For details of the two-contract structure (Supplier and Gallagher eShepherd), see section 1 of the Shared General Terms. These Purchase Terms, together with the Warranty Policy (which is incorporated by reference), the Shared General Terms, and the Shared Glossary, form part of the Purchase Agreement.
These Purchase Terms apply to every Order Form you sign and to every In-Platform Purchase. By signing an Order Form (or clicking "Place Order" for online orders), you agree to these Purchase Terms.
1.2
Which Sections Apply to You
Not every section may apply to you. Your Order Form shows which sections are relevant based on what you are buying.
Product-specific sections 2-4 apply depending on what you are buying:
Section 2 (Hardware) - applies if your Order Form includes Neckbands, Base Stations, or other hardware.
Section 3 (Subscriptions) - applies if your Order Form includes a Subscription.
Section 4 (Services) - applies if your Order Form includes installation, training, or other services.
General sections 5-8 apply to all purchases. If a product-specific section (2, 3 or 4) conflicts with a general section, the product-specific section prevails for its subject matter.
The Shared General Terms and Shared Glossary also apply and cover liability limits, confidentiality, disputes, and definitions. For document hierarchy and conflict rules, see section 2 of the Shared General Terms.
1.3
Relationship with the Platform Terms
These Purchase Terms govern commercial matters with your Supplier. Your access to and use of the eShepherd System is governed by the Platform Terms with Gallagher eShepherd. See section 1 of the Shared General Terms for details.
1.4
Authorised Resellers
If your Supplier is an Authorised Reseller, your commercial relationship is with that Reseller. Gallagher eShepherd is not a party to this Agreement and has no liability for commercial matters. See sections 1.3 and 14.2 of the Shared General Terms for details of Authorised Reseller arrangements.
1.5
Changes to these Purchase Terms
We may update these Purchase Terms from time to time by posting a new version at eshepherd.com/terms. For the mechanism governing changes (including notice periods, your right to terminate, and refund of prepaid fees), see section 11.5 of the Shared General Terms. The version published at the time of your Order Form applies to that Order Form. For existing customers, updated Terms apply from the first full billing period after the notice period expires. Material Changes (other than Subscription Fee changes under section 3.3(d)) will not apply to Hardware already delivered or Services already completed.
1.6
In-Platform Purchases
Where the Platform includes a purchasing interface that lets you order additional Hardware, Subscriptions, or Services (an "In-Platform Purchase"), the Platform operates as an ordering channel only. Each In-Platform Purchase is a contract between you and the relevant Supplier on these Purchase Terms. Gallagher eShepherd is not a party to any In-Platform Purchase and has no commercial liability for it.
2Hardware
This section applies only if your Order Form includes a Hardware purchase.
2.1
Supply of Hardware
Your order is an offer to buy Hardware, which we may accept or reject at our discretion. A binding contract forms when we confirm your order or dispatch the Hardware, whichever happens first. Subject to these Purchase Terms, we will supply to you the Hardware specified in each Order Form. Each Order Form constitutes a separate purchase order for the Hardware described in it.
2.2
Delivery
(a)
We will use reasonable endeavours to deliver Hardware by any estimated delivery date specified in the Order Form. Delivery dates are estimates only and time is not of the essence for delivery.
(b)
Delivery of Hardware is made to the delivery address specified in your Order Form. You are responsible for ensuring that the delivery address is accurate and accessible.
(c)
If you are unable to accept delivery and Hardware must be redelivered or stored, you will be responsible for any reasonable additional costs incurred by your Supplier as a result.
2.3
Specifications, Site Requirements, and Operating Environment
(a)
You must confirm your site meets the requirements in the Documentation (including network coverage, GPS signal, and power supply) before purchase and deployment. The Hardware is designed to work within the specifications in the Documentation, and we do not warrant performance outside those specifications or in environmental conditions beyond those specified. We are not responsible for System failures, reduced performance, or associated loss caused by site conditions, network connectivity, or environmental factors outside the Hardware specifications.
(b)
Any site assessment (whether conducted by us or a third party) is a point-in-time indicative evaluation only and does not guarantee ongoing Hardware performance, coverage, or signal reliability. Site conditions may change after assessment, and you are responsible for monitoring conditions and notifying us of material changes. You must contact us before redeploying Hardware to a new site, and we may require a new site assessment before redeployment. If you redeploy Hardware without complying with this requirement, the warranty exclusions in the Warranty Policy may apply.
2.4
Risk
Risk in Hardware passes to you upon delivery to your nominated delivery address.
2.5
Ownership of Hardware
You do not own the Hardware until we have received payment in full for it (including any applicable sales taxes). Until ownership passes to you:
(a)
we retain legal and beneficial ownership of the Hardware;
(b)
you must not sell, lease, use as security for a loan, or give away the Hardware until you have paid for it in full;
(c)
we may require you to return the Hardware, or may enter your premises to repossess it, if you fail to make payment in accordance with these Purchase Terms; and
(d)
additional security interest terms (to the extent set out in your Order Form) will apply.
2.6
Hardware Warranty
We warrant that Hardware will be free from material defects in materials and workmanship for the Warranty Period set out in the Warranty Policy. The Warranty Policy sets out the full scope of the warranty, exclusions, claims process and available remedies, and is incorporated into this Agreement by reference. Nothing in these Purchase Terms or the Warranty Policy limits any right that cannot be excluded by law (see sections 6.6 and 7.4 of the Shared General Terms).
The disclaimers and warranty limitations in section 7 of the Shared General Terms also apply to the Hardware.
3Subscriptions
This section applies only if your Order Form includes a Subscription.
3.1
What You Are Purchasing
You are buying a Subscription that gives you and your Authorised Users access to the Platform. Your use of the Platform is governed by the Platform Terms between you and Gallagher eShepherd.
3.2
Subscription Start and Term
(a)
Start Date. The Subscription commences on the Subscription Start Date set out in the Order Form, or (if not specified) the date on which you first activate your Platform account.
(b)
Subscription Term. Your Subscription continues until cancelled in accordance with these Purchase Terms. There is no fixed term or automatic renewal - you simply pay for active Neckbands each month until you or we end the Subscription. If your Order Form specifies an Initial Subscription Term (for example, where you have agreed to prepay for a fixed period), that term applies and the Subscription will continue on a month-to-month basis after the Initial Subscription Term ends unless cancelled.
3.3
Subscription Fees and Billing
(a)
How we calculate your fees. You pay a Subscription Fee for each Neckband that records an Active Month. An Active Month occurs when a Neckband communicates with the Platform at any time during a calendar month, regardless of how briefly. You pay a full month's Subscription Fee for that Neckband for that calendar month.
Example: If you have 100 registered Neckbands but only 80 communicate with the Platform during April, you are invoiced for 80 Neckbands for April. The remaining 20 Neckbands (for example, those correctly hibernated - see section 3.4) are not charged for that month.
(b)
Fee amount. The Subscription Fee per Neckband per Active Month is shown in your Order Form or our current price list.
(c)
Billing. We invoice you (or charge your nominated payment method) monthly in arrears based on how many Neckbands were active. With each invoice, we will provide an activity statement showing which Neckbands were active during that billing period. You may access activity statements at any time through the Platform. To dispute an invoice, see section 5.6.
(d)
Fee changes. We may change the Subscription Fee by giving you at least 30 days' prior written notice. The new fee applies from the first full calendar month after the notice period ends. If you do not agree to the new fee, you can cancel your Subscription (see section 3.7) before the new fee takes effect, and you will not be charged the new rate. We will refund any prepaid Subscription Fees on a pro-rata basis for the period after cancellation.
3.4
Hibernation
You can put Neckbands into Hibernation using the Magnet Key (see the Documentation for instructions). A Neckband in Hibernation that does not communicate with the Platform during a calendar month will not incur a Subscription Fee for that month.
Important: You are responsible for ensuring Hibernation is correctly activated. If you believe a Neckband was incorrectly charged because of a technical issue with Hibernation, contact us and we will investigate and credit your account if warranted. Hibernating your Neckbands (including for extended seasonal periods) does not affect your Subscription or account - your account stays active and you can resume use at any time.
3.5
Add-Ons
Fees for Add-Ons are as set out in the Order Form or current price list. We will provide pricing details before activation. For the features, availability, changes, and discontinuation of Add-Ons, see section 3.3 of the Platform Terms.
3.6
Suspension
(a)
We may suspend your Subscription (and notify Gallagher eShepherd of the suspension) if any amount owing to us under these Purchase Terms is overdue and remains unpaid for more than 14 days after the due date, or if you are in material breach of these Purchase Terms, or if we are required to do so by law, regulation, or a government authority.
(b)
We will give you as much notice as practicable before suspending (except where immediate suspension is necessary to comply with legal requirements) and will specify the reason for suspension. We will lift the suspension promptly once the issue giving rise to suspension is resolved.
3.7
Cancellation
(a)
Cancellation by you. You may cancel your Subscription at any time by giving us written notice or cancelling through the Platform. Your Subscription ends at the end of the current calendar month. You must pay all Subscription Fees incurred up to the cancellation date. For example, if you cancel on 5 June, your Subscription ends on 30 June and you pay for the full month of June.
(b)
Cancellation by us. We may cancel your Subscription:
(i)
immediately, if you commit a material breach of the Agreement that is not capable of remedy, or that you fail to remedy within 14 days of written notice;
(ii)
for non-payment, if any amount remains unpaid for more than 30 days after the due date; or
(iii)
under section 8.5(b), if the System transitions to end-of-life support or we stop offering Subscriptions in your region.
4Services
This section applies only if your Order Form includes Services, or where we otherwise agree to provide Services to you.
4.1
Scope and Performance
We may offer Services such as site assessments, installation support, training, and other professional services. The scope, fees, and any additional terms will be set out in the applicable Order Form or services quote agreed in writing before we perform the Services. Services may be performed by our personnel or qualified subcontractors, and we are responsible for their work. We will not perform work beyond the agreed scope without your prior written agreement.
4.2
Service Warranty
We warrant that Services will be performed with reasonable skill and care. If Services are defective due to our workmanship and you become aware of this within 12 months of performance, notify us within 30 days of discovery and we will (at our choice) re-perform the defective Services or refund the fees for the defective portion. This warranty does not apply if you are in default of any payment obligation, or if the issue was caused by your acts or omissions, work by anyone other than us, third-party equipment, or site conditions not disclosed to us.
4.3
Site Access and Safety
(a)
Your obligations. When our personnel attend your site for Services, you must provide a safe working environment, tell us in advance about any hazards, access restrictions, or biosecurity requirements, and comply with health and safety laws. Our personnel may refuse to perform Services if they reasonably believe conditions are unsafe.
(b)
Our obligations. We will follow your reasonable directions regarding safety, security, and biosecurity at your site, and will ensure our personnel do not intentionally or negligently damage your property.
5Payment
5.1
General
All amounts are payable in the currency shown in your Order Form. Hardware is payable when you place your order unless we agree otherwise in writing. Subscription and Service fees are payable within the period specified in your Order Form (or 30 days of invoice if not specified).
5.2
Taxes
(a)
Sales Taxes. All amounts in these Purchase Terms or your Order Form exclude applicable sales taxes (including GST, VAT, sales tax, and similar taxes). You must pay all applicable sales taxes in addition to the stated amounts. Where we are required by law to collect taxes, those taxes will be added to the invoice.
(b)
Tax exemptions. If you are exempt from sales tax or similar taxes, you must provide us a valid tax exemption certificate or other acceptable evidence before any exemption can be applied. If an exemption certificate is invalid or expires, you remain liable for any taxes that become payable.
(c)
Withholding tax. If you are required by law to make any deduction or withholding from a payment to us (including for withholding tax or similar taxes), you must pay us an additional amount so that the net amount we receive equals the full amount we would have received without the deduction or withholding. You must promptly provide us with evidence of payment of the withheld amount to the relevant tax authority. Both parties agree to co-operate in good faith to take advantage of any applicable double tax treaty or other relief that may reduce the withholding obligation.
5.3
Payment Methods
(a)
Accepted methods. We accept payment by credit card (Visa, Mastercard) and, where agreed, by invoice. Other payment methods may be available as shown in your Order Form.
(b)
Payment processing. We use third-party payment processors for credit card payments. By providing payment details, you authorise us to charge your nominated payment method for all amounts due under the Purchase Agreement. We are not responsible for errors caused by a third-party payment processor.
5.4
Late Payment
(a)
Interest. If you fail to pay any amount when due, we may charge interest at the lesser of 1% per month (compounding monthly) or the maximum rate permitted by applicable law, calculated daily from the due date until we receive payment in full.
(b)
Suspension. We may suspend performance of our obligations (including Hardware delivery and Services) while any undisputed amount remains overdue by more than 14 days, provided we have given 14 days' prior written notice of the intended suspension.
5.5
No Set-Off
You must pay all amounts due without deduction, set-off, or counterclaim, except you may set off amounts we have admitted in writing or that a court or tribunal has determined.
5.6
Invoice Disputes
If you dispute an invoice in good faith, you must:
(a)
notify us in writing within 14 days of receipt, giving reasonable details of the basis for the dispute; and
(b)
pay the undisputed portion by the due date.
We will work with you in good faith to resolve the dispute promptly. While the dispute is being resolved, we will not exercise our rights under section 5.4(b) for the disputed amount (provided you have paid the undisputed portion).
6Intellectual Property
6.1
Our Ownership
We (or our licensors in the Gallagher Group) own all Intellectual Property Rights in the Hardware, including its designs, specifications, Documentation, and associated branding. Your purchase of Hardware gives you ownership of the physical hardware only, not any Intellectual Property Rights. For IP rights in the Platform and Firmware, see section 7 of the Platform Terms.
7Data Protection and Your Data
7.1
Your Data
You own Your Data (as defined in the Shared Glossary). Your rights regarding data collected and processed through the Platform, including how your data is accessed, used, and exported, are set out in detail in section 5 (Data) of the Platform Terms, which governs as between you and Gallagher eShepherd.
7.2
Personal Data
(a)
The Privacy Statement governs Gallagher Group’s collection, use, storage, and disclosure of Personal Data in connection with the eShepherd System. Where the Supplier is an Authorised Reseller, the Reseller’s own privacy policy governs its processing of Personal Data.
(b)
Each party is an independent data controller (or equivalent under applicable law) for any Personal Data it processes in connection with the Purchase Agreement. Neither party acts as a data processor for the other.
(c)
You must comply with applicable privacy laws when providing Personal Data to us about other individuals (such as employees or site contacts), including ensuring those individuals have received appropriate notice of the collection.
(d)
You must have a lawful basis under applicable privacy laws to collect and provide Personal Data to us. Where it is not reasonably practicable to give notice directly to an individual, you must take whatever steps are reasonably available to inform them of the collection.
8Term and Termination
8.1
Term
These Purchase Terms start on the date you first place an order with us and continue until terminated under this section.
8.2
Termination for Convenience
If you have an active Subscription, you may cancel it under section 3.7. Your Subscription remains active during any hibernation period under section 3.4.
If neither party has an active Order Form or Subscription, either party may terminate by giving 30 days' written notice.
8.3
Termination for Breach
Either party may terminate the Agreement immediately by written notice if the other party:
(a)
materially breaches these Purchase Terms and fails to remedy the breach within 14 days of written notice;
(b)
breaches these Purchase Terms in a way that cannot be remedied;
(c)
becomes insolvent or unable to pay its debts as they fall due, has an administrator, receiver, liquidator, or similar officer appointed, or is subject to any similar insolvency event (to the extent permitted by applicable law); or
(d)
(in the Customer’s case) has their Platform access terminated by Gallagher eShepherd for breach of the Platform Terms.
8.4
Coordination with Platform Terms
If Gallagher eShepherd terminates your Platform access under the Platform Terms (see section 9.2 of the Platform Terms), we may terminate this Agreement immediately by written notice. Conversely, if we terminate this Agreement, Gallagher eShepherd may terminate your Platform access under the Platform Terms.
8.5
Discontinuation
(a)
Hardware product line. We may discontinue any Hardware product line by giving at least 3 months' written notice. Discontinuation does not affect your Subscription or Platform access. Following discontinuation, we will use commercially reasonable efforts to: (i) provide spare parts for at least 5 years, subject to component availability; (ii) maintain compatibility between existing Hardware and the Platform; and (iii) offer upgrade opportunities where successor Hardware is available.
(b)
System wind-down. If we wind down the System or stop offering Subscriptions in your region, the Platform Terms govern the notice period and Gallagher eShepherd's obligations during and after the transition to end-of-life support. If the System transitions to end-of-life support: (i) support and spare parts will be available for purchase for at least 5 years, subject to component and third-party service availability; (ii) fees will be notified before transition; and (iii) prepaid Subscription Fees will be refunded pro-rata for the period after transition.
8.6
Effect of Termination
On termination:
(a)
you must pay all amounts owing up to the termination date (except where you terminate due to our material breach that is not capable of remedy, in which case we will refund any prepaid fees for the period after the termination date on a pro-rata basis);
(b)
each party must promptly return or destroy the other's Confidential Information and any property in its possession belonging to the other party;
(c)
Your Data will be retained and made available in accordance with the Platform Terms;
(d)
termination does not affect your ownership of Hardware you have paid for in full, however Hardware functionality will be limited to any offline features (if any) and will not sync with the Platform; and
(e)
we have no obligation to provide support, updates, or spare parts after termination (except as described in section 8.5).
Termination does not affect any rights or liabilities that accrued before termination.
Platform Terms of Use
Version 1.0 · Last updated 16 June 2026
⚠️ IMPORTANT - READ BEFORE ACCESSING THE SYSTEM
This document is part of the Contract Suite. It governs your access to and use of the eShepherd Platform and System. By creating an account or logging in, you agree to these Platform Terms.
What This Document Covers
These Platform Terms govern how you and your team access and use the eShepherd System. Your contract is with Gallagher eShepherd, the company that operates the Platform, not the Supplier you bought your Hardware or Subscription from. These Platform Terms cover:
Platform access - your account, authorised users, login, and security;
Acceptable use - what you can and cannot do on the System, including animal welfare obligations;
Data - who owns the data you put into the System and the insights generated from it;
Privacy - how we collect, use, and protect personal information (see the Privacy Statement);
Intellectual property - our ownership of the Platform and your licence to use it; and
System availability - when we may need to take the Platform offline and how we'll notify you.
These Platform Terms do not cover commercial matters (pricing, payment, delivery, or your relationship with your Supplier) - the Purchase Terms govern those. For an overview of how the Contract Suite works, see the Guide.
1Overview
1.1
About These Platform Terms
These Platform Terms are between you and Gallagher eShepherd Pty Ltd (ABN 67 169 900 887), a company registered in Victoria, Australia (“we”, “us”, “our”, “Gallagher eShepherd”).
The Shared General Terms and Shared Glossary also apply and cover liability limits, disclaimers, confidentiality, disputes, and definitions. For the document hierarchy and conflict resolution rules, see section 2 of the Shared General Terms.
1.2
Your Supplier and Purchase Agreement
To use the Platform, you need an active Subscription purchased from your Supplier (a Gallagher Group company or Authorised Reseller) under the separate Purchase Agreement. For details of the two-contract structure, see section 1 of the Shared General Terms.
These Platform Terms govern System matters. Your Purchase Agreement governs commercial matters. For how subject matter is allocated between them, see section 2 of the Shared General Terms.
1.3
Accepting These Platform Terms
By creating an account or first using the Platform, you agree to these Platform Terms. If you are accepting on behalf of a company or other organisation, you confirm that:
(a) you have authority to bind that organisation to these Platform Terms; and
(b) references to "you" and "your" also refer to that organisation where the context requires.
If an Authorised User accepts these Platform Terms when creating their account or first accessing the Platform, that Authorised User is bound directly. The Customer remains responsible for all acts and omissions of that Authorised User under section 2.2, and any liability of an Authorised User does not reduce the Customer’s liability.
If you do not agree to these Platform Terms, do not create an account or use the Platform.
1.4
Changes to These Platform Terms
We may update these Platform Terms from time to time by posting a new version at eshepherd.com/terms. For the mechanism governing changes (including notice periods, your right to terminate, acceptance methods, and refund of prepaid fees), see section 11.5 of the Shared General Terms.
2Your Account
2.1
Account Creation and Security
You must create an account to use the Platform. You agree to provide accurate and complete information during registration and to keep your account information up to date. You are responsible for maintaining the security of your account credentials. You must notify us immediately at support@emails.eshepherd.com if you suspect unauthorised access.
2.2
Authorised Users
You may allow Authorised Users to access the Platform under your account. You must ensure all Authorised Users are properly trained in the use of the System (including through any online training modules we make available) and comply with these Platform Terms and the terms of your Purchase Agreement. You are solely responsible for all access to and use of the Platform through your account or your Authorised Users' credentials, whether or not you authorised it. You are liable for your Authorised Users’ acts and omissions as if they were your own.
2.3
Authorised User Acceptance
Before accessing the Platform, each Authorised User must separately confirm: (a) acceptance of these Platform Terms; (b) acknowledgement of the Privacy Statement; and (c) agreement to the acceptable use obligations in section 4. These confirmations must be obtained through clearly distinguishable actions (such as separate checkboxes) and recorded by the Platform before access is granted.
2.4
Cessation of Access
An Authorised User’s right to access the Platform ceases immediately when: (a) you revoke their authorisation; (b) your Subscription ends; or (c) these Platform Terms are terminated. On cessation, the Authorised User must immediately stop using the Platform, must not retain any Confidential Information or data obtained through the Platform (other than their own personal records to which they are entitled under applicable privacy law), and must notify you and us if they become aware of any security issue affecting their credentials or the Platform.
3Platform Access and Features
3.1
Grant of Access
If you comply with these Platform Terms and maintain an active Subscription, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Platform, together with your registered Hardware, solely for managing your livestock operations (“Permitted Purpose”) during the Subscription Term. You cannot share your access with others (except your Authorised Users) or let anyone else use it.
3.2
Permitted Use
You may access the Platform through supported web browsers and mobile applications, and use the features available under your Subscription and any Add-Ons you have activated.
3.3
Add-Ons
(a)
The Platform includes the core features available with your Subscription. We may offer additional features, functionality, packages, or subscription levels from time to time ("Add-Ons"). Access to Add-Ons may require:
(i)
additional or upgraded Subscription fees;
(ii)
additional hardware (whether manufactured by us, by a Gallagher Group company, or by a third party); or
(iii)
both.
We will notify you of any requirements before activation. Details of available Add-Ons will be provided through the Platform or by your Supplier.
(b)
Where Add-Ons require third-party hardware, that hardware is subject to the manufacturer's own warranty and terms. We will provide you with information about the applicable third-party terms before you activate an Add-On requiring third-party hardware. We make no representation or warranty regarding third-party hardware beyond what is required by applicable law, and subject to those laws, your use of third-party hardware with the Platform is at your own risk.
(c)
We may change, discontinue, or introduce new Add-Ons at any time. If we discontinue an Add-On you have activated, we will give you reasonable notice and work with your Supplier to arrange pro-rata refunds of prepaid fees where applicable.
3.4
Beta features
(a)
We may offer features designated as "beta" or "preview." These features are provided for evaluation purposes and may not perform as reliably as general release features. Subject to applicable law, beta features are provided without the same warranties as general release features, and we may change, suspend, or discontinue them with at least 14 days’ notice (or without notice where required for security or legal compliance).
(b)
By using a beta feature, you acknowledge the risks (including potential data loss) and agree to keep beta features confidential. We may ask for your separate consent to collect usage data for improvement purposes - this will be presented as a distinct opt-in, and declining will not affect your access to the feature.
3.5
Third-Party Integrations
The Platform may allow you to connect to or exchange data with third-party applications, platforms, or services ("Third-Party Integrations"). If you enable a Third-Party Integration:
(a)
you allow us to share Your Data with the third-party provider to the extent needed to enable the integration, in accordance with your settings and instructions within the Platform;
(b)
the third-party provider's own terms and privacy policy govern their use of your data once it leaves the Platform - we are not responsible for how they handle it;
(c)
subject to applicable law, we do not warrant the availability, reliability, accuracy, security, or compatibility of any Third-Party Integration, and your use of it is at your own risk;
(d)
we are not liable for any loss arising from your use of a Third-Party Integration, or from any act, failure, or omission of a third-party provider, except to the extent such loss results from our own breach, negligence, or failure to exercise reasonable care in selecting or managing the integration; and
(e)
you can revoke access to a Third-Party Integration at any time through your Platform settings, but data already shared with the third party will remain subject to their terms.
We may add, modify, or remove Third-Party Integrations at any time.
3.6
Mapping Services
The Platform uses third-party mapping services. Your use of mapping features within the Platform is subject to the applicable mapping provider's terms of use, which are available through the Platform or at the URL we publish from time to time.
3.7
In-Platform Purchases
If you make purchases through the Platform, the commercial terms of that purchase are governed by your Purchase Agreement (see section 1.6 of the Purchase Terms).
4Acceptable Use
4.1
General
You must use the Platform in compliance with all applicable laws, regulations, and industry codes, including any animal welfare legislation in your jurisdiction.
4.2
Prohibited Conduct
You must not (and must not allow any Authorised User or third party to):
(a)
use the Platform for any purpose other than the Permitted Purpose;
(b)
sublicense, resell, distribute, or make the Platform available to any third party (except your Authorised Users);
(c)
use the Platform for the benefit of any third party, or to provide bureau, outsourcing, or managed services;
(d)
copy, modify, adapt, translate, or create derivative works of the Platform, Hardware, or Firmware, or any part of them (except to the extent expressly permitted by applicable law that cannot be excluded by contract);
(e)
reverse engineer, decompile, disassemble, or otherwise interfere with any part of the Platform, Hardware or Firmware;
(f)
circumvent any security, authentication, or billing mechanism in the Platform, Hardware or Firmware;
(g)
use any automated means (including bots, scrapers, or crawlers) to access the Platform, except through APIs we make available;
(h)
introduce any virus, malware, or other harmful code to the Platform;
(i)
attempt to gain unauthorised access to any part of the Platform, other user accounts, or any systems connected to the Platform;
(j)
upload or enter sensitive Personal Data (as described in the Privacy Statement) to the Platform;
(k)
probe, scan, or test the vulnerability of the Platform;
(l)
interfere with or disrupt any other user's use of the Platform;
(m)
use the Platform to develop a competing product or service;
(n)
benchmark or publish performance information about the Platform; or
(o)
remove, alter, or obscure any branding, notices, or labels on the Hardware.
4.3
Livestock Welfare
You are responsible for the welfare, management, and safety of your livestock. The acknowledgements and limitations in section 7.6 of the Shared General Terms apply to your use of the Platform. You must:
(a)
comply with all applicable animal welfare laws and regulations;
(b)
ensure that the use of virtual fencing is appropriate for your animals, taking into account the factors described in section 7.6 of the Shared General Terms;
(c)
monitor your animals regularly, especially during initial training periods and in conditions that may affect System performance;
(d)
respond promptly to alerts and notifications from the System;
(e)
ensure animals have access to adequate water, feed, and shelter;
(f)
remove Neckbands from any animal showing signs of distress, injury, or adverse reaction;
(g)
fit Neckbands according to the Documentation and check fit regularly;
(h)
use Hardware only on animal species, breeds, and sizes for which it is designed, as specified in the Documentation;
(i)
comply with all applicable biosecurity laws and follow our biosecurity guidelines (available in the Documentation) if moving Hardware between properties or sites; and
(j)
understand and comply with all applicable fencing, livestock containment, and animal control laws in your jurisdiction - the System does not replace any legal requirement for physical fencing that may apply to you.
4.4
Compliance with Documentation
(a)
You must familiarise yourself with the Documentation before using the System and follow the recommended practices it sets out. Without limiting section 4.3, you must in particular follow the recommended animal training protocols, configure virtual boundaries and stimulus settings as recommended, and implement any safety recommendations or warnings published in the Documentation.
(b)
We may update the Documentation from time to time. We will notify you of material changes through the Platform. You are responsible for reviewing and implementing updated guidance within a reasonable time.
4.5
Hardware Registration
You must register your Hardware on the Platform before use. You are responsible for ensuring your Hardware is properly configured, maintained, and updated with the latest Firmware.
5Data
5.1
Data Definitions
"Your Data" means:
(a)
data that you or your Authorised Users enter or upload in the Platform (including maps, paddock layouts, virtual fence settings, livestock identifiers, and property records);
(b)
raw operational data transmitted from your Hardware to the Platform (including telemetry, GPS coordinates, sensor readings, and event logs), but excluding any outputs generated by on-device analytical processing (such as local model inferences, anomaly scores, or predictive classifications), which are Platform Insights; and
(c)
reports, alerts, and summaries the Platform generates about your specific animals, property, or operations by presenting or organising that data.
Your Data does not include Platform Insights, Aggregated Data, third-party integration data, or Platform usage metadata. .
"Platform Insights" means outputs the Platform generates by applying our proprietary analytical technology (including AI, machine learning, predictive models, scoring algorithms, or benchmarking tools) to derive insights from Your Data, as distinct from simply presenting or organising it.
"Aggregated Data" means data derived from Your Data, or System operations that has been de-identified and combined so that no individual person, animal, property, or location can reasonably be identified or re-identified from it. For the avoidance of doubt, data becomes Aggregated Data once de-identified and combined with at least one other source (including Platform usage data, System data, or other customers' data).
5.2
Ownership
(a)
You own Your Data. These Platform Terms do not transfer ownership of Your Data to us or affect any intellectual property rights you owned before using the Platform or that you develop separately from it. If you upload materials into the Platform, they form part of Your Data.
(b)
We own all Platform Insights, even where specific to your account. However:
(i)
the underlying data remains Your Data;
(ii)
you may view Platform Insights through the Platform interface during your Subscription. Access is subject to the features available under your Subscription and any activated Add-Ons; if you have not subscribed to a feature, the relevant Platform Insights will not be available to you; and
(iii)
on termination of your Subscription, you may continue to use any Platform Insights you viewed through the Platform during your Subscription for your own internal purposes; and
(iv)
our use of Platform Insights is not limited by these Platform Terms, and may include improving our algorithms, conducting research and benchmarking, developing new features, and licensing de-identified Platform Insights to third parties for research or industry analysis. Before using customer-specific Platform Insights for cross-account purposes or licensing them to third parties, we will de-identify them in accordance with section 5.2(d).
(c)
We own all Aggregated Data. Our use of Aggregated Data is subject only to the following: (i) we will not use your name or identifying information in connection with Aggregated Data without your prior written consent; and (ii) where we license Aggregated Data to third parties, we will ensure the data remains de-identified and recipients are bound by obligations prohibiting re-identification.
(d)
De-identification safeguards. Before using customer-specific Platform Insights for cross-account purposes or licensing them to third parties, we will de-identify them in accordance with our Privacy Statement and guidance issued by the relevant data protection authority in your jurisdiction. We will not (and will not permit any third party to) attempt to re-identify any person, animal, property, or location from de-identified data. Any resulting models or outputs form part of Gallagher eShepherd IP.
5.3
Our Licence to Use Your Data
You grant us a non-exclusive, worldwide, royalty-free licence during your Subscription to use Your Data to:
(a)
provide, operate, maintain, and improve the Platform and System;
(b)
generate reports, alerts, and Platform Insights for your account;
(c)
create Aggregated Data;
(d)
comply with applicable law, enforce these Platform Terms, and protect the Platform, System, our rights, and other users; and
(e)
otherwise carry out our obligations and exercise our rights under these Platform Terms.
We will not use Your Data for any purpose not described above without your prior written consent.
When your Subscription ends, this licence terminates, except that we continue to own Aggregated Data and Platform Insights created during your Subscription, any Platform improvements remain part of Gallagher eShepherd IP (see section 7), and we may retain Your Data as described in section 5.5.
5.4
Accessing Your Data
You may access and interact with Your Data through the Platform during your Subscription. Nothing in this section 5 requires us to:
(a)
provide bespoke data feeds, custom integrations, or data services beyond the standard Platform functionality - these may be available as a separately chargeable service; or
(b)
disclose or make available any data, model, methodology, scoring logic, or output excluded from the definition of Your Data (except where required by applicable law).
5.5
Your Data on Termination
Following termination or expiry of this Agreement for any reason (including termination of the Purchase Agreement):
(a)
Request period. You may request a copy of Your Data by contacting us at support@emails.eshepherd.com within 60 days of termination.
(b)
Delivery. We will use reasonable efforts to provide Your Data within 30 days of receiving your request in CSV format (or another standard format at our election). If we cannot meet this timeframe due to technical limitations, we will notify you and provide an estimated delivery date.
(c)
Fee for post-termination extraction. Data extraction requests made after termination are subject to a reasonable administrative fee, which we will notify to you before processing your request.
(d)
Retention. We will keep Your Data for at least 60 days following termination, and in any event for as long as needed to fulfil any pending data request under paragraph (a). After the retention period, we may delete Your Data unless we are required to keep it by applicable law or for legitimate legal, regulatory, security, or record-keeping purposes.
(e)
Applicable law. Where applicable law requires greater data access or portability, we will comply regardless of ownership classification.
6Privacy and Data Protection
6.1
Our Privacy Practices
Our collection, use, storage, and disclosure of Personal Data in connection with the Platform is governed by our Privacy Statement, which forms part of this Platform Agreement and is available at eshepherd.com/privacy.
6.2
Your Data and Personal Data
Your Data may contain Personal Data (for example, information about your Authorised Users). If Your Data contains Personal Data, this section 6 applies to that Personal Data in addition to section 5.
6.3
Compliance with Laws
We each agree to comply with applicable privacy and data protection laws.
6.4
Our Role
Each party is an independent data controller (or equivalent under applicable law). Neither party acts as a data processor for the other, and nothing in this Agreement creates a joint controller relationship. Your Supplier is also an independent controller; Gallagher Group is not responsible for an Authorised Reseller’s data processing.
6.5
Your Privacy Obligations
(a)
You must comply with all applicable privacy laws when collecting, using, or providing Personal Data to us. Before providing Personal Data about individuals to Gallagher eShepherd, you must ensure those individuals have received appropriate notice of the collection (including by providing them with a copy of or link to the Privacy Statement).
(b)
You must ensure you have a lawful basis under applicable privacy laws to collect and process any Personal Data you provide to us or cause to be collected through the Platform.
(c)
You must maintain records sufficient to demonstrate your compliance with this section 6.5 and provide them to us on reasonable request if required for regulatory investigations or data subject requests.
(d)
Before granting any individual access to the Platform as an Authorised User, you must provide that individual with a copy of or link to the current Privacy Statement.
(e)
You must cooperate with us to respond to data subject requests within a reasonable time.
(f)
You must not use Personal Data obtained through the Platform for purposes unrelated to your use of the Platform and your internal livestock management operations, unless you have a separate lawful basis and have given appropriate notice.
6.6
Data Security
Our security measures are designed to meet or exceed the requirements of applicable data protection laws and are reviewed regularly.
6.7
Security Incidents
If we become aware of a security incident affecting Personal Data, we will notify you promptly.
You must notify us:
(a)
promptly if you become aware of any security issue affecting your account; and
(b)
without undue delay (and in any event within 48 hours) after becoming aware of any actual or suspected data breach affecting Personal Data processed through the Platform, including sufficient detail for us to assess the incident and meet our regulatory obligations.
You must cooperate with us and provide any further information we reasonably require to meet our obligations under applicable privacy law.
6.8
Data Location
Current data storage locations and cross-border transfer safeguards are described in our Privacy Statement. Before transferring Your Data to any country not identified in the Privacy Statement, we will update the Privacy Statement and implement appropriate safeguards in accordance with applicable data protection laws.
7Intellectual Property
7.1
Our Ownership
We (or our licensors) own all Intellectual Property Rights in the Platform, including:
(a)
the Platform software, Firmware, user interfaces, and documentation;
(b)
all algorithms, models, scoring methodologies, and AI/ML technology;
(c)
all Platform Insights (as defined in section 5.1);
(d)
all Aggregated Data (as defined in section 5.1);
(e)
all improvements and derivative works of the Platform, whether or not informed by Your Data; and
(f)
all trademarks and branding,
(together, "Gallagher eShepherd IP").
These Platform Terms do not transfer any ownership of Gallagher eShepherd IP to you. Your purchase of Hardware gives you ownership of the physical hardware only, not the Firmware embedded in it.
7.2
Firmware
(a)
Licence. We grant you a limited, non-exclusive, non-transferable licence to use the Firmware solely with the Platform for your internal livestock management purposes during your Subscription Term. When your Subscription ends, your licence to use the Firmware terminates immediately. For the avoidance of doubt, the Hardware does not currently have any offline functionality that operates independently of the Platform, and this licence does not grant any right to use the Firmware after termination of your Subscription.
(b)
Updates. We may update the Firmware as follows:
(i)
Security and compliance updates. We may deliver updates required for security, safety, or legal compliance to your Hardware. Where practicable, we will notify you at least 48 hours before deployment. Where advance notice is not practicable due to the urgency of the security or safety concern, we will notify you as soon as reasonably practicable after deployment, and in any event within 7 days.
(ii)
Feature updates. We will give you at least 30 days' notice before deploying updates that change features or functionality. If a feature update materially and adversely affects your use of the Hardware, you may refuse the update or terminate your Subscription without penalty.
(c)
Core functionality protection. We will not deploy any update that materially reduces the core functionality of your Hardware without giving you at least 30 days' notice and the right to terminate your Subscription without penalty.
(d)
Open-source components. The Firmware may include open-source components - details are available at eshepherd.com/third-party-notices or on request.
7.3
Feedback
If you or your Authorised Users provide suggestions, ideas, enhancement requests, recommendations, or other feedback about the System (including the Hardware, Platform, and Firmware) ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free, non-exclusive licence to use, reproduce, modify, and incorporate that Feedback into the Platform and our other products and services. For clarity: (a) this licence does not affect your ownership of Your Data under section 5.1; (b) Feedback does not include Your Data or any intellectual property you owned before providing the Feedback; and (c) we will not publicly attribute Feedback to you without your consent.
8Platform Availability and Changes
8.1
Availability
We will use commercially reasonable efforts to make the Platform available on a continuous basis, but we do not guarantee uninterrupted or error-free access. The Platform may be unavailable due to scheduled maintenance, emergency maintenance, or circumstances beyond our reasonable control.
The Platform depends on telecommunications infrastructure, internet connectivity, and third-party hosting services outside our control. We are not liable for any failure or degradation caused by these factors.
8.2
Scheduled Maintenance
We will provide at least 48 hours' notice of scheduled maintenance through the Platform and/or by email, where reasonably practicable. We will use reasonable efforts to minimise disruption.
8.3
Emergency Maintenance
We may perform emergency maintenance without prior notice where required for security, stability, or legal compliance. We will notify you as soon as reasonably practicable.
8.4
Changes to the Platform
We may change, update, or discontinue Platform features as follows:
(a)
Urgent changes. We may make changes required for security, legal compliance, or essential infrastructure at any time, and will notify you as soon as reasonably practicable (and in any event within 7 days). Such changes will not materially reduce the core functionality of the Platform.
(b)
Minor changes. We may implement bug fixes and minor improvements at any time, with notification through the Platform.
(c)
Material changes. We will give you at least 30 days' written notice of any change that materially alters or reduces existing Platform functionality. If a material change materially and demonstrably impairs your ability to use the core functionality of the Platform for the Permitted Purpose, you must notify us in writing within 30 days of the change taking effect, specifying the impairment in reasonable detail. We will then have 30 days to remedy the impairment or provide a reasonable workaround. If we do not remedy the impairment or provide a reasonable workaround within that period, you may cancel your Subscription in accordance with your Purchase Agreement and receive a pro-rata refund of prepaid Subscription fees for the period after cancellation. We will not implement any change that renders your Hardware substantially unusable without offering you a reasonable transition period or alternative solution.
8.5
Platform End-of-Life Support
(a)
Notice. We may transition the Platform to end-of-life support by giving at least 12 months' written notice.
(b)
End-of-life support operation. Once in end-of-life support, we will keep the Platform available in a functional state sufficient to support core Hardware operation for at least 5 years. During end-of-life support, the Platform will continue to support the core functions of your Hardware (setting boundaries, delivering stimuli, and receiving alerts). Fees for end-of-life support services will be notified before transition. We will use reasonable efforts to address critical security vulnerabilities, but do not warrant feature enhancements, non-critical updates, or the same level of security, performance, or compatibility as during active service. At the end of the end-of-life support period, we will give you at least 90 days' notice before decommissioning the Platform, and Your Data will be available for export in accordance with section 5.5 (including any applicable administrative fee).
(c)
Scope. This section does not apply to changes to Add-Ons or features that do not materially affect core Hardware operation. Changes to Add-Ons are governed by section 3.3 of these Platform Terms.
9Suspension and Termination
9.1
Suspension
(a)
Customer account. We may suspend your access to the Platform if:
(i)
you are in material breach of these Platform Terms and have failed to remedy the breach within 14 days of written notice from us (except where the breach cannot be remedied or poses an immediate security risk);
(ii)
your Supplier notifies us that your Subscription has been suspended or terminated;
(iii)
we reasonably consider suspension is necessary to protect the Platform, Your Data, or other users; or
(iv)
we are required to do so by applicable law or court order.
We will give you as much notice of any suspension as is practical in the circumstances and will lift the suspension as soon as the grounds for it have been resolved. If suspension is necessary for urgent security reasons, we may suspend without prior notice.
(b)
Authorised User access. We may disable the access credentials of any individual Authorised User where there are reasonable grounds to believe that individual is in breach of these Platform Terms. Where we do so, we will notify the Customer in writing as soon as reasonably practicable and in any event within 24 hours of disabling those credentials, with a brief description of the grounds on which we acted. Disabling an individual Authorised User's credentials does not constitute a suspension of the Customer's account as a whole.
9.2
Termination by Us
We may terminate your access to the Platform:
(a)
if you materially breach these Platform Terms and fail to remedy the breach within 14 days of written notice (or immediately if the breach cannot be remedied);
(b)
if your Purchase Agreement is terminated for any reason. However, we will give you at least 30 days' written notice before terminating your Platform access on this ground, during which time you may enter into a new Purchase Agreement with another Supplier or resolve the matter with your existing Supplier. If you enter into a new Purchase Agreement within that 30-day period, we will not terminate your Platform access on this ground;
(c)
if we are required to do so by applicable law or court order; or
(d)
if we transition the Platform to end-of-life support in accordance with section 8.5.
9.3
Termination by You
You may stop using the Platform at any time. To cancel your Subscription, follow the process in your Purchase Agreement or contact your Supplier. Closing your Platform account does not cancel your Subscription - you must cancel through your Supplier to stop being charged.
9.4
Effect of Termination
On termination for any reason:
(a)
your right to access and use the Platform ceases immediately;
(b)
you must cease all use of the Platform; and
(c)
Your Data will be retained and made available in accordance with section 5.5.
Shared General Terms
Version 1.0 · Last updated 16 June 2026
1How These Shared General Terms Operate
1.1
What these terms cover. These Shared General Terms are the general terms that apply to:
(a)
the Purchase Agreement (made up of the Order Form, Purchase Terms, Warranty Policy, these Shared General Terms, and the Shared Glossary); and
(b)
the Platform Agreement (made up of the Platform Terms, Privacy Statement, these Shared General Terms, and the Shared Glossary).
1.2
How these terms apply to each agreement. These Shared General Terms apply separately to each Agreement. When a clause in these Shared General Terms refers to "the Agreement", it means the relevant agreement (Purchase Agreement or Platform Agreement) at the time. This does not create a single combined agreement between all parties.
1.3
Who the other party is. The other party to each agreement is:
(a)
Purchase Agreement. the Supplier named in the Order Form (either a Gallagher Group company or an Authorised Reseller). Gallagher eShepherd is not a party to the Purchase Agreement and has no commercial or transactional liability under it.
(b)
Platform Agreement. Gallagher eShepherd Pty Ltd (ABN 67 169 900 887). The Supplier is not a party to the Platform Agreement and has no liability for Platform access, IP rights, data, privacy, acceptable use, or System performance under it.
1.4
If these terms conflict with other documents. If any clause in these Shared General Terms conflicts with a clause in the Purchase Terms or Platform Terms, the clause in that other document prevails for that subject matter.
2Document Hierarchy and Subject-Matter Allocation
2.1
Order of priority. If there is a conflict between documents in the Contract Suite, the following order of priority applies:
(1) Order Form (including Special Terms) - highest priority
(2) Purchase Terms- for commercial and transactional matters
(3) Platform Terms - for System, IP, data, privacy, and livestock welfare matters
(4) these Shared General Terms
(5) Shared Glossary - lowest priority
2.2
Incorporated Documents. The following documents are incorporated by reference into the documents listed in section 2.1 and do not have a separate position in the priority order:
(a)
Warranty Policy. The Warranty Policy is incorporated into the Purchase Terms and governs Hardware warranty matters (scope, exclusions, claims process, and remedies). If there is a conflict between the Warranty Policy and any other document in the Contract Suite on a warranty matter, the Warranty Policy prevails.
(b)
Privacy Statement. The Privacy Statement is incorporated into the Platform Terms and governs the collection, use, storage, and disclosure of Personal Data in connection with the System by Gallagher eShepherd. Where the Supplier is a Gallagher Group company, the Privacy Statement is also incorporated into the Purchase Agreement and governs the Supplier's collection, use, storage, and disclosure of Personal Data in connection with the Purchase Agreement. Where the Supplier is an Authorised Reseller, the Reseller's own privacy policy governs its processing of Personal Data, and the Privacy Statement applies only to Gallagher eShepherd's processing.
If there is a conflict between the Privacy Statement and any other document in the Contract Suite on a privacy matter, the Privacy Statement prevails (except to the extent the Platform Terms or Purchase Terms contain more specific obligations that are consistent with the Privacy Statement).
2.3
Limits on Special Terms. Special Terms in the Order Form may change the Purchase Terms. But Special Terms cannot limit, override, or change the Platform Terms unless Gallagher eShepherd (or another Gallagher Group company with authority to bind Gallagher eShepherd) has agreed in writing and has specifically referred to the clause being changed. For the limitations on an Authorised Reseller's authority in relation to the Platform Terms, see section 14.2.
2.4
How to decide which document applies. The Purchase Terms and Platform Terms are not ranked against each other generally. Each document controls its own subject matter as shown in this table:
System availability and changes (downtime, maintenance, feature changes, End of Life)
Platform Terms
Gallagher eShepherd
Governing law, disputes, liability and general provisions
These Shared General Terms
Both (applied separately)
2.5
If the answer is still unclear. If there is a conflict or ambiguity between documents and neither the table in section 2.4 nor the priority order in section 2.1 clearly resolves it, the more detailed clause prevails.
2.6
Customer Boilerplate Excluded. Standard pre-printed or boilerplate terms in any purchase order or other document issued by the Customer do not form part of the Agreement unless expressly accepted by the Supplier or Gallagher eShepherd in writing. This includes any terms that purport to override, vary, or add to these Shared General Terms.
3Governing Law
3.1
Default governing law. If the Order Form does not specify a governing law, the following table applies based on where the Customer is registered (or, if not registered, its main place of business):
Customer Location
Governing Law
Courts
New Zealand
Laws of New Zealand
Non-exclusive jurisdiction of the courts of New Zealand
Australia
Laws of Victoria, Australia
Non-exclusive jurisdiction of the courts of Victoria, Australia
United Kingdom
Laws of England and Wales
Non-exclusive jurisdiction of the courts of England and Wales
EEA (European Economic Area)
Laws of the Netherlands
Non-exclusive jurisdiction of the courts of Amsterdam, the Netherlands
United States of America
Laws of Missouri, USA
Non-exclusive jurisdiction of the courts of Missouri, USA
Canada
Laws of Ontario, Canada
Non-exclusive jurisdiction of the courts of Ontario, Canada
All other locations
Laws of New Zealand
Non-exclusive jurisdiction of the courts of New Zealand
3.2
Choosing the governing law. For the Purchase Agreement, the governing law may also be specified in the Order Form, in which case the Order Form prevails over the table in section 3.1.
3.3
Courts are not exclusive. The choice of courts in section 3.1 is non-exclusive. Either party may bring a claim in these courts, but this does not prevent either party from going to another court if that court also has the power to hear the claim.
3.4
Mandatory laws still apply. Nothing in any Agreement in the Contract Suite excludes or limits any right or remedy that applies under mandatory law and cannot be excluded or limited by agreement.
4Dispute Resolution
4.1
Good-faith negotiation. If a dispute arises, the party raising it must give the other party written notice describing the dispute in reasonable detail. After that notice, the parties must try to resolve the dispute in good faith for at least 30 days before starting formal proceedings.
4.2
System-related disputes. If a dispute mainly relates to System matters (including Platform access, data handling, IP rights, livestock welfare obligations, or System-related liability), the dispute must be resolved between the Customer and Gallagher eShepherd under the Platform Agreement - not between the Customer and the Supplier under the Purchase Agreement. A Supplier that is not a Gallagher Group company has no authority to resolve System-related disputes.
4.3
Disputes covering both agreements. If a dispute involves matters covered by both the Purchase Agreement and the Platform Agreement, the parties should try to resolve all aspects together in a single process. The governing law for the main subject matter of the dispute determines the procedural law for the combined process.
4.4
Litigation. If a dispute is not resolved within 30 days after the date of the dispute notice given under section 4.1, either party may start court proceedings in the courts identified in section 3.1 for the relevant agreement.
4.5
International arbitration. For disputes involving parties based outside Australia and New Zealand, where the amount genuinely in dispute is more than NZD $100,000 (or the equivalent in another currency), either party may choose, by giving written notice before or at the start of formal proceedings, to refer the dispute to binding arbitration. The arbitration will be:
(a)
under the Rules of Arbitration of the International Chamber of Commerce (ICC);
(b)
seated in the same place set out in the “Courts” section of the table in section 3.1;
(c)
conducted in the English language;
(d)
before a single arbitrator; and
(e)
final and binding on the parties.
4.6
Small claims. Nothing in this section 4 stops a party from bringing a claim in a small claims tribunal or similar court for amounts within that tribunal's limits.
4.7
Urgent relief. Nothing in this section 4 stops a party from seeking urgent injunctive or interim relief in any court that has the power to grant it, where that party reasonably believes it would suffer serious harm that could not be fixed by later compensation.
4.8
No class actions (US only). Where the governing law is the law of a US state, each party agrees to bring any dispute individually and not as part of a class action or group proceeding, to the extent permitted by applicable law.
4.9
Continued performance. While a dispute is being resolved, both parties must keep performing their obligations under the relevant Agreement. This does not apply to the specific obligation that is the subject of the dispute.
5Confidentiality
5.1
Obligation
Each party must keep the other party's Confidential Information (as defined in the Shared Glossary) confidential and must not use it for any purpose other than performing or exercising rights under the applicable Agreement.
5.2
Permitted disclosures. A party may disclose the other party's Confidential Information:
(a)
to its employees, contractors, and professional advisors who need access to it, provided they are bound by confidentiality obligations at least as protective as this section 5;
(b)
to Gallagher Group companies, where reasonably needed to perform the applicable Agreement or operate the System;
(c)
where required by law, regulation, or court order, provided the disclosing party gives the other party reasonable advance notice where legally permitted to do so; or
(d)
to a buyer or successor in connection with a genuine sale, merger, or transfer of all or substantially all of the business or farming operation to which the applicable Agreement relates, provided the buyer or successor agrees to confidentiality terms at least as protective as this section 5.
5.3
Exceptions. The obligations in this section 5 do not apply to information that:
(a)
is or becomes publicly available through no fault of the receiving party;
(b)
was already known to the receiving party before disclosure, as shown by written records;
(c)
is independently developed without use of the other party's Confidential Information; or
(d)
is received from a third party who was not bound by a confidentiality obligation in relation to it.
5.4
Survival. The obligations in this section 5 continue after the applicable Agreement ends.
5.5
Authorised Reseller arrangements. If your Supplier is an Authorised Reseller, this section 5 governs confidentiality between you and the Reseller under the Purchase Agreement, and between you and Gallagher eShepherd under the Platform Agreement. Any separate confidentiality obligations you may have to the Reseller under an agreement outside this Contract Suite are not affected by this section.
6Liability
6.1
Scope of this section. This section 6 sets out the limits on liability between the parties under all Agreements in the Contract Suite, whether a claim arises under the Purchase Agreement, the Platform Agreement, or both.
6.2
Excluded Losses. Subject to section 6.5, neither party is liable to the other for:
(a)
loss of profits, revenue, income, or anticipated savings;
(b)
loss of business, contracts, or business opportunities;
(c)
loss of goodwill or reputation;
(d)
business interruption, loss of management time, or administrative costs;
(e)
loss of or corruption to data (other than the obligations regarding Your Data under section 6.9);
(f)
any indirect, special, or consequential loss;
(g)
any loss that could reasonably have been avoided through mitigation; or
(h)
fines, penalties, or punitive or exemplary damages,
(together, “Excluded Losses”).
6.3
Livestock losses. The direct cost of death, injury, escape, or loss of condition of livestock is an Excluded Loss and is not recoverable under this Agreement, except to the extent the loss is directly caused by a defect in the Hardware or a material breach of this Agreement by the Supplier or Gallagher eShepherd. Where the Customer's acts or omissions caused or contributed to the livestock loss, liability is reduced proportionately in accordance with section 6.8. The Customer acknowledges that virtual fencing is a livestock management tool, not a physical barrier, and that appropriate livestock insurance is the Customer’s primary remedy for livestock losses.
6.4
Liability cap
(a)
Subject to sections 6.5 and 6.6, the total aggregate liability of the Supplier, Gallagher eShepherd, and any other Gallagher Group company to the Customer and all Authorised Users for all Direct Loss arising under or in connection with the Contract Suite is limited to the total fees paid by the Customer under all Agreements in the 12 months before the date on which the first relevant claim arose.
(b)
This cap is a single combined maximum. The Customer cannot recover more than this amount in total from the Supplier, Gallagher eShepherd, and the Gallagher Group, regardless of how many claims arise or under which Agreement.
6.5
Exceptions. The cap in section 6.4 does not apply to:
(a)
death or personal injury caused by negligence;
(b)
fraud or fraudulent misrepresentation;
(c)
wilful misconduct or deliberate wrongdoing;
(d)
deliberate or reckless breach of confidentiality obligations under section 5;
(e)
infringement of the other party’s Intellectual Property Rights; or
(f)
any liability that cannot be excluded or limited under applicable law.
For these matters, neither party’s liability is capped.
6.6
Statutory rights. Nothing in any Agreement excludes or limits any guarantee, warranty, or other right that cannot be excluded under the laws of the Customer’s jurisdiction. If liability for breach of a non-excludable guarantee cannot be limited, the relevant party’s liability is limited (to the extent the law allows) to:
(a)
re-supplying the relevant goods or services; or
(b)
paying the cost of having them re-supplied.
6.7
Conditions for liability. The Supplier and Gallagher eShepherd are liable for Direct Loss only to the extent the loss was caused by:
(a)
breach of an Agreement;
(b)
negligence of the relevant party or its personnel; or
(c)
a defect in the Hardware, Platform, or Firmware.
6.8
Reduction for Customer contribution
(a)
Liability under section 6.4 is reduced proportionately if the Direct Loss was caused or contributed to by:
(i)
the Customer’s failure to use the System in accordance with the Documentation;
(ii)
the Customer’s failure to comply with obligations under any Agreement;
(iii)
the Customer’s failure to follow recommendations or warnings;
(iv)
use of the Hardware or Platform outside its intended purpose or specifications;
(v)
modification or interference with the Hardware, Platform, or Firmware by the Customer or a third party; or
(vi)
factors outside the Supplier’s or Gallagher eShepherd’s reasonable control, including network or power failures at the Customer’s site.
(b)
This section does not require the Customer to prove compliance with every obligation before making a claim. It operates only to reduce liability to the extent the Supplier or Gallagher eShepherd can demonstrate that the Customer’s acts or omissions caused or contributed to the loss.
6.9
Your Data. The exclusion of data loss in section 6.2(e) does not apply to Your Data if the loss results from Gallagher eShepherd’s breach of its data retention, security, or export obligations. The Customer may recover the direct costs of restoring or recreating Your Data, subject to the cap in section 6.4.
6.10
Claims and recovery
(a)
For claims relating to commercial matters (Hardware pricing, delivery, payment, Subscription billing, Services), the Customer’s claim is against the Supplier under the Purchase Agreement.
(b)
For claims relating to System matters (Platform access, data, intellectual property, privacy, System performance, livestock outcomes), the Customer’s claim is against Gallagher eShepherd under the Platform Agreement.
(c)
Where a claim involves both commercial and System matters, the Customer may pursue either or both parties, but:
(i)
the Customer cannot recover more than once for the same loss, whether under the Purchase Agreement, the Platform Agreement, or any other basis;
(ii)
where the same loss is recoverable under more than one provision, the Customer must elect which to pursue, and any amount recovered reduces what can be recovered under other provisions; and
(iii)
claims against the Supplier and claims against Gallagher eShepherd count towards the same overall cap in section 6.4.
(d)
The Supplier, Gallagher eShepherd, and Gallagher Group will coordinate internally to ensure the Customer is not disadvantaged by the allocation of liability between Gallagher entities.
6.11
Mitigation. Each party must take reasonable steps to reduce any loss for which the other party may be liable. A failure to mitigate will be taken into account when assessing any claim.
6.12
Customer’s liability
(a)
The exclusions and cap in this section 6 apply equally to the Customer’s liability to the Supplier and to Gallagher eShepherd.
(b)
To the extent permitted by law, the Customer indemnifies the Supplier and Gallagher eShepherd against third-party claims arising from the Customer’s breach of an Agreement, misuse of the System, or failure to comply with applicable laws, to the extent the claim was not caused by the Supplier’s or Gallagher eShepherd’s negligence or breach.
6.13
Insurance. The Customer acknowledges that the liability limits in this Agreement are set on the basis that the Customer will maintain appropriate insurance for its livestock and farming operations, including cover for losses arising from technology or equipment failure. The Customer should discuss use of virtual fencing technology with its insurer before deploying the System.
7Disclaimers and Warranty Limitations
7.1
Scope of this section. This section 7 sets out the disclaimers and warranty limitations that apply to all Agreements in the Contract Suite. It applies to both the Purchase Agreement and the Platform Agreement.
7.2
Express warranties only. The only warranties that apply to the Hardware, Platform, Services, or System are those expressly stated in the applicable Agreement. For Hardware, the express warranty is set out in the Warranty Policy. For Services, the express warranty is set out in section 4.2 of the Purchase Terms. For the Platform, no performance warranty is given beyond the availability commitments in section 8 of the Platform Terms.
7.3
Disclaimer of implied warranties. To the extent the law allows (but subject to section 7.4), each of the Supplier and Gallagher eShepherd disclaims all other warranties in relation to the Hardware, Platform, Services, and System, whether express, implied, or statutory, including implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, and non-infringement.
7.4
Statutory rights preserved. Nothing in any Agreement excludes or limits any guarantee, statutory warranty, condition, or other right or remedy that cannot be excluded or limited under the laws of the Customer’s jurisdiction.
7.5
Limitation of remedies for non-excludable guarantees. If any condition, guarantee, or warranty cannot legally be excluded but can be limited, the relevant party’s liability for breach of that condition, guarantee, or warranty is limited (to the extent permitted by law) to, at that party’s election:
(a)
re-supplying the relevant goods or services; or
(b)
paying the cost of having them re-supplied.
7.6
System acknowledgements. The Customer acknowledges that:
(a)
the System is a livestock management tool, not a physical barrier, and its effectiveness depends on factors outside the control of the Supplier and Gallagher eShepherd, including animal behaviour, terrain, weather, network connectivity, third-party infrastructure, and how the Customer deploys and uses it - no virtual fencing system can guarantee that animals will always remain within defined boundaries or respond to stimuli as intended;
(b)
the Customer is solely responsible for livestock welfare, legal compliance, and determining whether virtual fencing is appropriate for the Customer’s jurisdiction, property, and livestock - this includes monitoring animals independently of the System and complying with applicable fencing, containment, and animal welfare laws, and neither the Supplier nor Gallagher eShepherd warrants the System satisfies any particular legal requirement;
(c)
Platform outputs (such as reports, alerts, and recommendations) are informational only, are not guaranteed to be accurate or complete, and do not constitute veterinary, agricultural, or professional advice - the Customer should seek independent professional advice where appropriate;
(d)
the decision to use virtual fencing instead of, or in addition to, physical fencing is the Customer’s decision and is made at the Customer’s own risk - neither the Supplier nor Gallagher eShepherd is responsible for any loss arising from the Customer’s decision not to install or maintain physical fencing;
(e)
the Customer has read and understood the Documentation, including warnings and limitations, and assumes the risk of using the System in light of those warnings; and
(f)
as between the Customer and the Supplier or Gallagher eShepherd, the Customer is primarily responsible for third-party claims arising from the escape or straying of livestock, except to the extent the escape was caused by a defect in the System or a breach of the Agreement by the Supplier or Gallagher eShepherd.
7.7
Third-party components. The System may incorporate or interface with third-party hardware, software, or services. Except to the extent required by applicable law, neither the Supplier nor Gallagher eShepherd makes any representation or warranty regarding third-party components, and the Customer’s use of third-party components is at the Customer’s own risk. Where third-party hardware is required for Add-Ons or other features, that hardware is subject to the manufacturer’s own warranty and terms.
7.8
Fraud and misrepresentation not limited. Nothing in this section 7 limits any party’s liability for fraud, negligent misrepresentation, or any liability that cannot be excluded or limited under applicable law.
8Force Majeure
8.1
When Force Majeure applies. Neither party is in breach of, or liable under, an Agreement for any failure or delay caused by circumstances beyond its reasonable control (Force Majeure Event), including natural disasters, pandemic, acts of government, war, terrorism, third-party infrastructure failures, or telecommunications outages. Events caused by a party’s own acts or omissions, disputes with its own personnel, or its inability to pay are not Force Majeure Events.
8.2
Livestock welfare still applies. A Force Majeure Event does not release the Customer from its livestock welfare monitoring and management obligations under section 4.3 of the Platform Terms. If the System is unavailable because of a Force Majeure Event, the Customer must still monitor animal welfare by other means.
8.3
Notice and mitigation. A party relying on Force Majeure must promptly notify the other party, describe the event and its likely impact, and take reasonable steps to mitigate and resume performance.
8.4
Suspension. During a Force Majeure Event, affected obligations (other than payment and livestock welfare obligations) are suspended. If Force Majeure continues for more than 90 days, either party may terminate the affected Agreement on 14 days’ written notice without liability (except for payment obligations that fell due before the event).
9Notices and Communications
9.1
Notices. All formal notices must be in writing and may be given by email (effective when sent, if no delivery failure notification is received within 24 hours) or prepaid post (effective 7 days after posting domestically, 14 days internationally). Notices for termination or service of legal proceedings must be sent by email and confirmed by registered post (sent on the same day).
9.2
Where to send notices - Important. Because there are two Agreements:
(a)
Notices to an Authorised Reseller under the Purchase Agreement must be sent to the Authorised Reseller's contact details set out in the Order Form.
(b)
Notices to Gallagher eShepherd or Gallagher Group under either Agreement must be sent to: Gallagher Group General Counsel, Gallagher Group Limited, 181 Kahikatea Drive, Hamilton 3206, New Zealand; email: legal@gallagher.com.
(c)
A notice sent to an Authorised Reseller is not a notice to Gallagher Group, and vice versa.
9.3
Notices to the Customer. Notices to the Customer may be sent to the email address or physical address in the Order Form, or (for Platform-related notices, or routine communications under section 9.6) through the Customer's account in the Platform.
9.4
Changes to contact details. Each party must promptly tell the other of any change in its notice contact details.
9.5
Electronic communications. The Customer consents to receiving electronic communications from the Supplier and Gallagher eShepherd in connection with the Agreements, including by email, through the Platform, or by push notification (where the Customer has enabled push notifications on a device).
9.6
Routine communications. Routine communications (including operational alerts, service notifications, product updates, and marketing communications where the Customer has opted in) may be sent by any of the methods in section 9.5. Routine communications do not need to comply with the formal notice requirements in sections 9.1 and 9.2.
9.7
Language of notices. Notices may be given in English. If the Customer’s primary contact language (as recorded in the Order Form or Platform account) is not English, the Supplier or Gallagher eShepherd will use reasonable efforts to provide material change notices in that language, but failure to do so does not affect the validity of the notice.
10Assignment and Subcontracting
10.1
Customer cannot transfer without consent. The Customer may not assign, transfer, sublicense, charge, or otherwise deal with any right or obligation under any Agreement in the Contract Suite without the prior written consent of the other party to that Agreement (the Supplier for the Purchase Agreement, and Gallagher eShepherd for the Platform Agreement), except as permitted by section 10.2.
10.2
When the Customer can transfer without consent. The Customer may assign its rights and obligations under an Agreement without consent in these situations:
(a)
transfer to a related company of the Customer (meaning a company under common majority ownership or control), if: (i) the new party agrees in writing to be bound by the Agreement on the same terms; and (ii) the Customer tells the relevant other party in writing within 14 days of the transfer;
(b)
transfer as part of a genuine sale or transfer of the farming or livestock operation to which the Hardware, Subscription, or Platform access relates, if: (i) the Customer gives the relevant other party at least 14 days’ prior written notice of the proposed transfer, including reasonable details of the proposed transferee; (ii) the relevant other party does not object in writing within 14 days of receiving notice (and consent may only be withheld on reasonable grounds, including reasonable concerns about the proposed transferee’s creditworthiness or ability to comply with the Agreement); (iii) the new party agrees in writing to be bound by the Agreement on the same terms; (iv) all amounts owed to the Supplier under the Purchase Agreement are paid in full at the date of transfer (or the buyer assumes responsibility for those amounts in writing); and (v) the Hardware warranty is transferred in line with the Warranty Policy (where relevant).
10.3
When the Supplier or Gallagher eShepherd can transfer. Each of the Supplier (in respect of the Purchase Agreement) and Gallagher eShepherd (in respect of the Platform Agreement) may, without the Customer's consent:
(a)
assign or transfer the relevant Agreement to any Gallagher Group company; and
(b)
assign or transfer the relevant Agreement as part of a genuine merger, acquisition, sale of substantially all assets, or corporate restructure.
The assigning party will give the Customer written notice of any such assignment within 30 days.
10.4
Subcontracting. The Supplier and Gallagher eShepherd may each subcontract any of their obligations, but they remain fully responsible for those obligations as if they had done the work themselves.
11Entire Agreement
11.1
Purchase Agreement - entire agreement. The Purchase Agreement (made up of the Order Form, Purchase Terms, Warranty Policy, these Shared General Terms, and the Shared Glossary) is the entire agreement between the Customer and the Supplier with respect to its subject matter and it replaces all prior agreements, negotiations, representations, and understandings between those parties on that subject matter.
11.2
Platform Agreement - entire agreement. The Platform Agreement (made up of the Platform Terms, Privacy Statement, these Shared General Terms, and the Shared Glossary) is the entire agreement between the Customer and Gallagher eShepherd with respect to its subject matter and it replaces all prior agreements, negotiations, representations, and understandings between those parties on that subject matter.
11.3
Reliance. The Customer acknowledges that it has relied only on what is written in the Agreement, the Documentation, and official Gallagher Group marketing materials, not on any other statement or representation. General information on Gallagher Group websites, social media, or other online channels does not form part of the Agreement and is not binding unless expressly incorporated. If online content conflicts with the Agreement or Documentation, the Agreement or Documentation prevails.
11.4
Reseller statements excluded. Representations, promises, or claims made by an Authorised Reseller do not form part of the Platform Agreement and do not bind Gallagher eShepherd, unless they are contained in the Platform Terms or Documentation or Gallagher eShepherd has confirmed them in writing.
11.5
Changes to the Contract Suite
(a)
How changes may be made. Gallagher Group may update the Purchase Terms, Platform Terms, or these Shared General Terms by posting a new version at the URL for that document. Updates take effect from the date stated in the new version, subject to the notice requirements below.
(b)
Notice of changes. Gallagher Group will give the Customer notice of changes as follows:
(i)
for changes that materially reduce the Customer’s rights or increase the Customer’s obligations (“Material Changes”), at least 30 days’ written notice by email describing the change and its effect;
(ii)
for other changes, notice through the Platform or by email, taking effect from the date stated or 14 days after notice if no date is stated; and
(iii)
for minor corrections (such as typos or address updates), no notice is required.
(c)
Effect of Material Changes. If Gallagher Group proposes a Material Change (other than one required by law):
(i)
the Customer may accept it by written notice, by clicking “Accept” on the Platform, or by continuing to use the System after the effective date;
(ii)
if the Customer does not accept, the Customer may terminate the affected Agreement by written notice before the effective date;
(iii)
if the Customer terminates, the Customer will not be charged an early termination fee, the Customer will receive a pro-rata refund of prepaid fees, and the standard termination provisions (including data retention) will apply; and
(iv)
if the Customer continues using the System after the effective date without terminating, the Customer is deemed to have accepted the change.
(d)
Law-required changes. If a change is required by law, regulation, or court order, Gallagher Group may implement it immediately or on shorter notice, and the Customer cannot terminate under paragraph (c) because of that change.
(e)
Document-specific rules. Any additional rules in the Purchase Terms or Platform Terms about how changes apply (such as rules for existing customers or delivered Hardware) also apply.
(f)
Order Form changes. Changes to the Customer’s Order Form require written agreement from both parties.
12Waiver
12.1
Waivers must be in writing. A waiver of any right or remedy under an agreement must be in writing and signed by the party giving up the right. A spoken waiver has no effect.
12.2
No continuing waiver. Waiving a right or remedy for one breach does not waive that right or remedy for any later breach, or any other right or remedy.
12.3
Delay is not a waiver. If a party delays or fails to use a right or remedy, that does not waive that right or remedy.
13Severability
13.1
If a clause is invalid. If any clause in an Agreement in the Contract Suite is, or becomes, invalid, illegal, or unenforceable:
(a)
that clause is to be read down to the minimum extent needed to make it valid, legal, and enforceable; and
(b)
if that is not possible, that clause is removed from the Agreement.
13.2
Rest of the Agreement continues. If a clause is invalid, illegal, or unenforceable, that does not affect the validity or enforceability of any other clause of the Agreement.
14Relationship of Parties
14.1
Parties are independent. The parties to each Agreement are independent contractors. Nothing in any Agreement in the Contract Suite creates a partnership, joint venture, employment, or agency relationship between any parties.
14.2
Authorised Reseller arrangements. An Authorised Reseller is not an agent of Gallagher eShepherd and does not have authority to:
(a)
make statements or give warranties about the Platform, System performance, data handling, or Gallagher eShepherd IP on Gallagher eShepherd's behalf that are inconsistent with the Platform Terms, the Documentation, or official Gallagher eShepherd marketing materials;
(b)
grant, change, restrict, or end the Customer's access to the Platform;
(c)
agree to, vary, amend, or waive any provision of the Platform Terms or Privacy Statement, whether in writing, by conduct, or otherwise; or
(d)
create any liability on Gallagher eShepherd's behalf.
15Third-Party Rights
15.1
No third-party rights generally. Except as stated in section 15.2, no agreement in the Contract Suite gives any rights to a person who is not a party to that agreement.
15.2
Gallagher Group can enforce Each member of the Gallagher Group may enforce any provision that confers a right or benefit on any member of the Gallagher Group, whether or not expressly stated, as if it were a party, whether or not it is a signatory to the relevant Agreement. For the purposes of the Contract and Commercial Law Act 2017 (NZ), the Contracts (Rights of Third Parties) Act 1999 (UK), and equivalent legislation in other jurisdictions, this section 15.2 confers enforceable rights on each Gallagher Group member. The consent of any member of the Gallagher Group (other than the Supplier or Gallagher eShepherd, as applicable) is not required for any rescission, amendment, or termination of any Agreement.15.2
15.3
Authorised Reseller arrangements. If the Supplier is an Authorised Reseller, Gallagher eShepherd (and the relevant Gallagher Group company) retains the right to enforce any clause in this Contract Suite that protects Gallagher eShepherd IP, limits or excludes liability (including section 6 of these Shared General Terms), or requires the Customer to indemnify Gallagher eShepherd or the Gallagher Group.
16Export Controls
16.1
Customer’s export obligations. The Customer must not export, re-export, transfer, or allow the use of any Hardware, technical data received in connection with the Platform, or Gallagher eShepherd IP in breach of any export control, trade sanction, or import control law or regulation. This includes the laws and regulations of Australia, New Zealand, the United States of America, Canada, the United Kingdom, and the European Union and any other jurisdiction in which the Hardware is sold or the System is accessed.
16.2
Embargoes. The Customer must not use the System or Hardware in any country or territory that is subject to a full trade embargo or sanction administered by any relevant regulatory authority.
17Electronic Execution and Counterparts
17.1
Electronic signatures are valid. Each Agreement in the Contract Suite may be signed electronically. An electronic signature applied by a party is as valid and binding as a handwritten signature for all purposes, to the extent the law allows.
17.2
Counterparts. An Agreement may be signed in any number of counterparts (separate copies). Each counterpart is an original, and all counterparts together make up one and the same agreement. A party that has signed and sent a counterpart electronically is bound by that counterpart without needing to exchange physical originals.
17.3
Clickthrough acceptance. The Platform Terms may be accepted by clicking through (for example, by ticking a checkbox or clicking an "I Accept" button) when creating an account or first accessing the System. Clickthrough acceptance is legally binding. It means the Customer or the Authorised User (as relevant) agrees to be bound by the Platform Terms and the relevant parts of these Shared General Terms and the Shared Glossary.
18Survival
18.1
General survival principle. The following provisions survive termination or expiry of any Agreement: section 5 (Confidentiality), section 6 (Liability), section 7 (Disclaimers), section 15 (Third-Party Rights), and section 18 (Survival), together with any other provisions that by their nature are intended to survive.
18.2
Accrued rights not affected. Termination or expiry of an Agreement does not affect any rights, remedies, obligations, or liabilities that accrued before termination or expiry.
Shared Glossary
Version 1.0 · Last updated 16 June 2026
1How to Use This Shared Glossary
1.1
All capitalised terms used in the Contract Suite have the meanings set out in this Shared Glossary, unless a specific document expressly defines a term differently for its own purposes, in which case that document-specific definition applies only within that document.
1.2
This Glossary applies separately to each of the following agreements
the Purchase Agreement (made up of the Order Form, Purchase Terms, Warranty Policy, and the applicable parts of the Shared General Terms and Shared Glossary); and
the Platform Agreement (made up of the Platform Terms, Privacy Statement, and the applicable parts of Shared General Terms and Shared Glossary).
1.3
Where a term is used in both agreements, the same definition applies in both unless the context clearly requires otherwise.
1.4
Pay particular attention to the distinction between Supplier (your commercial counterparty) and Gallagher eShepherd (the Platform operator) - these are separate entities and the distinction matters throughout the suite.
1.5
References to "we", "us", and "our" in the Purchase Terms refer to the Supplier. References to "we", "us", and "our" in the Platform Terms refer to Gallagher eShepherd. References to "you" and "your" in all documents refer to the Customer or to an Authorised User where the context requires (particularly in relation to acceptable use and confidentiality obligations under the Platform Terms).
2Defined Terms (Alphabetical)
A
Active Month means a calendar month in which a Neckband communicates with the Platform at any time during that month, regardless of how briefly. An Active Month triggers the applicable Subscription Fee for that Neckband for the full calendar month. A Neckband that is in Hibernation during an entire calendar month does not incur a Subscription Fee for that month. See Purchase Terms section 3.3(a).
Add-Ons means additional features, functionality, packages, or subscription tiers offered by Gallagher eShepherd (or Gallagher Group) beyond the core Platform, which may require additional Subscription Fees, additional Hardware, or both, as described in Platform Terms section 3.3 and Purchase Terms section 3.5.
Aggregated Data has the meaning given in Platform Terms section 5.1.
Agreement means either the Purchase Agreement, the Platform Agreement; or both, where the context requires.
Authorised Reseller means a third party authorised by Gallagher Group to sell Hardware, Subscriptions, and/or Services. An Authorised Reseller acts as the Customer's Supplier under the Purchase Agreement but is not a party to the Platform Agreement and has no authority to grant, restrict, or modify Platform access, IP rights, data rights, or acceptable use obligations.
Authorised User means any individual the Customer authorises to access and use the System on the Customer's behalf, including employees, contractors, and other representatives, in accordance with the Platform Terms.
B
Base Station means the wireless communications unit forming part of the Hardware that facilitates connectivity between the Neckbands and the System. Base Stations are specified in the Order Form and are subject to the Hardware warranty under the Warranty Policy.
C
Confidential Information means all information disclosed by one party to the other in connection with the applicable Agreement that is marked as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including:
▸for Gallagher eShepherd: the Platform's source code, algorithms, architecture, security measures, pricing and commercial models, roadmap, and business strategy;
▸for the Supplier: commercial terms, pricing structures, reseller arrangements, and business strategy; and
▸for the Customer: Your Data, farm operational information, livestock records, and financial information.
Confidential Information does not include information falling within the exceptions set out in section 5.3 of the Shared General Terms.
Contract Suite means the collection of documents that together govern the purchase and use of the System, comprising: (1) the Order Form; (2) the Purchase Terms; (3) the Platform Terms; (4) the Shared General Terms; (5) the Shared Glossary; (6) the Warranty Policy; and (7) the Privacy Statement.
Customer means the entity or individual named as "Customer" in the Order Form.
D
Direct Loss means loss arising naturally and in the ordinary course from the relevant breach or event, and which was reasonably foreseeable at the date of the Agreement as a probable result of that breach or event. Direct Loss does not include any Excluded Loss.
Documentation means all user manuals, quick-start guides, training materials, instructions, specifications, and other guidance published by Gallagher Group in connection with the System, as updated from time to time.
E
Excluded Loss means (a) loss of profits, revenue, income, or anticipated savings; (b) loss of business, contracts, or business opportunities; (c) loss of goodwill or reputation; (d) business interruption, loss of management time, or administrative costs; (e) loss of or corruption to data (other than the obligations regarding Your Data under section 6.9 of the Shared General Terms); (f) any indirect, special, or consequential loss; (g) any loss that could reasonably have been avoided through mitigation; (h) any fine, penalty, or punitive or exemplary damages; and (i) subject to section 6.3 of the Shared General Terms, the direct cost of death, injury, escape, or loss of condition of livestock.
F
Feedback means suggestions, ideas, enhancement requests, recommendations, or other feedback provided by the Customer or Authorised Users about the System, including Hardware, Platform, and Firmware. See Platform Terms section 7.3.
Firmware means the software embedded in, installed on, or delivered to Hardware by or on behalf of Gallagher eShepherd, including any updates, patches, or new versions. Firmware is part of Gallagher eShepherd IP and is licensed (not sold) to the Customer under the Platform Agreement.
Force Majeure Event has the meaning given in Shared General Terms section 8.1.
G
Gallagher eShepherd means Gallagher eShepherd Pty Ltd (ABN 67 169 900 887), the entity that owns and operates the Platform. Gallagher eShepherd is the Customer's counterparty under the Platform Agreement.
Gallagher eShepherd IP has the meaning given in Platform Terms section 7.1.
Gallagher Group means Gallagher Group Limited and each of its subsidiaries and affiliates from time to time, including Gallagher eShepherd.
H
Hardware means the physical eShepherd equipment supplied by the Supplier under an Order Form, including Neckbands (cellular and/or LoRa), Base Stations, Magnet Keys, and related accessories, as specified in the Order Form.
Hibernation means the state in which a Neckband is deactivated using a Magnet Key so that it does not communicate with the Platform. A Neckband in Hibernation for an entire calendar month does not constitute an Active Month for that Neckband and does not incur a Subscription Fee for that month. The Customer is solely responsible for correctly activating Hibernation. See Purchase Terms section 3.4.
I
In-Platform Purchase means a purchase of Hardware, a Subscription, or Services made through a purchasing interface within the Platform.
Initial Subscription Term means any fixed initial term for the Subscription specified in the Order Form. If no Initial Subscription Term is specified, the Subscription runs on a rolling month-to-month basis from the start. See Purchase Terms section 3.2(b).
Intellectual Property Rights means all patents, trade marks, service marks, designs, copyright (including copyright in software), database rights, trade secrets, know-how, and all other intellectual property rights, whether registered or unregistered, and all applications to register any of them, in any jurisdiction.
M
Magnet Key means the physical device used to activate and deactivate Hibernation on a Neckband. Magnet Keys form part of the Hardware and are supplied under the Purchase Agreement.
N
Neckband means an eShepherd GPS-enabled virtual fencing neckband fitted to a livestock animal, forming part of the Hardware.
O
Order Form means the written commercial order form signed by both the Customer and the Supplier (or, for online orders, completed and accepted through an online ordering process), which sets out the specific Hardware, Subscriptions, Services, quantities, fees, and other commercial terms applicable to a particular purchase. The Order Form also identifies the Supplier.
P
Permitted Purpose means the Customer's use of the System for managing the Customer's own livestock operations, in accordance with the Platform Terms and applicable Documentation. The Permitted Purpose does not include commercial resale, sublicensing, or use of the System on behalf of third parties without Gallagher eShepherd's prior written consent. See Platform Terms section 3.1.
Personal Data means personal data, personal information, or the equivalent term as defined under applicable privacy and data protection laws in the Customer's jurisdiction, including (where applicable) the Privacy Act 2020 (NZ), Privacy Act 1988 (Cth) (AU), UK GDPR, and EU GDPR.
Platform means the cloud software, web portal, mobile application, firmware, APIs, and related online services owned and operated by Gallagher eShepherd that together form the eShepherd virtual fencing and livestock management platform, including any updates, upgrades, and new releases made available by Gallagher eShepherd from time to time.
Platform Agreement means the agreement between the Customer and Gallagher eShepherd, made up of the Platform Terms, Privacy Statement, and the applicable parts of the Shared General Terms and Shared Glossary.
Platform Insights has the meaning given in Platform Terms section 5.1.
Platform Terms means the Gallagher eShepherd Platform Terms of Use governing the Customer's access to and use of the System, as published and updated from time to time, forming part of the Platform Agreement.
Privacy Statement means Gallagher eShepherd's privacy statement governing the collection, use, storage, and disclosure of Personal Data in connection with the System, as published at eshepherd.com/privacy and updated from time to time.
Purchase Agreement means the agreement between the Customer and the Supplier, made up of the Order Form, Purchase Terms, Warranty Policy, and the applicable parts of the Shared General Terms and Shared Glossary.
Purchase Terms means the Gallagher eShepherd Purchase Terms and Conditions governing the sale of Hardware, Subscriptions, and Services by the Supplier to the Customer, forming part of the Purchase Agreement.
S
Services means professional services provided by the Supplier to the Customer as specified in the Order Form or a services quote, including site assessment, installation, commissioning, training, and ongoing support services. Services are part of the Purchase Agreement.
Special Terms means any additional or varied terms agreed in writing in the Order Form, which take priority over the standard Purchase Terms in accordance with section 2.1 of the Shared General Terms.
Subscription means the right to access and use the System during the Subscription Term, which is arranged commercially by the Supplier under the Purchase Agreement and granted by Gallagher eShepherd under the Platform Agreement.
Subscription Fee means the recurring fee payable by the Customer for the Subscription, calculated on a per-Neckband, per-Active-Month basis as set out in the Order Form, payable to the Supplier.
Subscription Start Date means the date on which the Customer's Subscription commences, as set out in the Order Form, or (if not specified) the date on which the Customer first accesses the System.
Subscription Term means the period during which you have an active Subscription - starting when your Subscription begins (or, if your Order Form specifies an Initial Subscription Term, at the start of that term) and ending when it is cancelled or terminated.
Supplier means the Gallagher Group company or Authorised Reseller named as the selling entity in the Order Form.
System means the complete eShepherd virtual fencing and livestock management system, made up of the Hardware, Firmware and Platform, as operated and maintained by Gallagher eShepherd.
T
Third-Party Integrations means third-party applications, platforms, or services to which the Platform may allow connection or data exchange. Gallagher eShepherd does not control Third-Party Integrations and is not responsible for their performance, security, or compliance. See Platform Terms section 3.5.
W
Warranty Period means the period during which the Hardware warranty applies, as set out in the Warranty Policy. See the Warranty Policy for the current periods applicable to each Hardware category.
Warranty Policy means the Gallagher eShepherd hardware warranty policy published at eshepherd.com/warranty, as updated from time to time. The Warranty Policy is incorporated into the Purchase Agreement by reference.
Y
Your Data has the meaning given in Platform Terms section 5.1.
3Interpretation Rules
3.1
The singular includes the plural and vice versa.
3.2
A reference to a person includes a natural person, company, corporation, partnership, joint venture, trust, association, government body, or other legal entity.
3.3
A reference to a document includes that document as amended, supplemented, or replaced from time to time.
3.4
A reference to a section or schedule is a reference to a section or schedule of the applicable Agreement.
3.5
The words "includes", "including", and similar expressions are not words of limitation and are to be construed as if followed by the words "without limitation".
3.6
Where any term is defined in both this Glossary and within a specific document in the Contract Suite, the definition in the specific document prevails for that document only.
3.7
Headings are for convenience only and do not affect the interpretation of any provision.
