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eShepherd Terms of Service

Verzia 2.0 · Naposledy aktualizované 23 September 2026

1About These Terms of Service

These Terms of Service govern your access to and use of the eShepherd Service, including the purchase of Connectivity for your Hardware.

These Terms of Service form part of the agreement between you and Gallagher (see section 1.2). By using the Service or buying Connectivity, you agree to these Terms of Service.

Your agreement also includes your Order Form, the Privacy Statement, Product Terms (if applicable), the Documentation and other documents incorporated by reference. If there is a conflict, an Order Form prevails over these Terms of Service only to the extent it expressly says that it does.

The eShepherd Service is operated by Gallagher eShepherd Pty Ltd. You contract with the Gallagher Group company shown for your country in section 15.5 or in your Order Form for Connectivity, billing and any other obligations under these Terms of Service. In these Terms of Service, “Gallagher”, “we”, “us” and “our” refer to the relevant Gallagher company or companies.

You accept these Terms of Service by:

If you do not agree to these Terms of Service, you must not create an account, purchase Connectivity or use the Service.

If you are accepting these terms on behalf of a company, partnership, trust or other entity, you confirm you can agree on their behalf. References to "you" or "your" in these terms also refer to that entity where relevant.

We may update these Terms of Service from time to time by publishing a new version at eshepherd.com/terms.

If a change materially reduces your rights or increases your obligations, we will give you at least 30 days' notice (by email or through the Service) before it takes effect. If you do not agree, you may cancel your Connectivity before the change takes effect and receive a pro-rata refund of prepaid Connectivity Charges for the period after cancellation. If you keep using the Service after the change takes effect, that means you accept it.

A material change will not take effect during a prepaid Fixed Period. It will apply only after that period ends, or when you renew or enter into a new Order Form, whichever is earlier.

We may make minor corrections and clarifications that do not materially change the agreement at any time without prior notice.

If a change is required by law, regulation or court order, we may implement it immediately or on shorter notice.

Changes to Connectivity Charges are governed by section 4.4.

2Your Account

To access the Service, you must create an account. When creating your account, you must provide accurate and complete information, including a valid email address and billing address.

You are responsible for:

We are not liable for any loss or damage arising from your failure to protect your account credentials.

You may grant access to your account to people you authorise to use the Service on your behalf, including employees, contractors and other representatives (each, an “Authorised User”). You are responsible for their use of the Service. What they do (or don’t do) on the Service counts as your action.

You may add or remove Authorised Users at any time through your account settings. You must ensure they are properly trained in the use of the System (including through any online training modules we make available), have accepted these Terms of Service (or such subset as we make applicable to Authorised Users), and are aware of and comply with all relevant obligations.

You must promptly remove any Authorised User who:

We may disable or remove any Authorised User's access if we reasonably believe that the Authorised User has breached these Terms of Service or poses a security risk to the Service.

3Service Access and Features

While you comply with these terms and pay your Connectivity Charges, we give you a non-exclusive, non-transferable, revocable right to use the Service with your registered Hardware to manage livestock operations under your management or control, in line with these Terms of Service and the Documentation. This right lasts as long as your Connectivity is active.

You may access the Service through supported web browsers and mobile applications, and use the features made available to you under your Connectivity and any Add-Ons you have activated. Support for particular browsers, operating systems and devices is described in the Documentation and may change.

You are paying for access to the Service, not buying it. You do not own the Service or any of the software, data or intellectual property behind it.

We may from time to time offer additional features, services, or functionality that are not included in the standard Connectivity service (each, an “Add-On”). Access to Add-Ons may require:

The Product Terms governing any Add-On will be made available to you at the time of activation and will form part of these Terms of Service to the extent applicable.

We may offer features labelled “beta” or “preview”. These are for evaluation, may have bugs or be less reliable than standard features, and may be changed or removed at any time. Unless the law says otherwise, beta features do not come with the same commitments as standard features. We may ask for your separate consent before collecting beta usage data.

The Service may allow you to connect to or exchange data with third-party applications, platforms, or services (each, a “Third-Party Integration”). If you enable a Third-Party Integration:

We may add, modify, or remove Third-Party Integrations at any time.

The Service also uses third-party mapping services, and your use of mapping features is subject to the applicable mapping provider’s terms of use, available through the Service.

4Connectivity and Billing

By purchasing Connectivity, you are paying for your registered Hardware to communicate with the Service and for access to core virtual fencing features, including setting virtual boundaries, receiving alerts, and tracking your livestock. The eShepherd System operates as an integrated solution. Active Connectivity is required. Without active Connectivity, correctly deployed Hardware, and adequate network and GPS coverage, virtual fencing functions will not operate.

Unless your Order Form states otherwise, Connectivity starts when you activate your account and register one or more Neckbands.

Your Connectivity continues on a rolling basis until cancelled in accordance with these Terms of Service. There is no minimum term. Connectivity does not automatically renew for a fixed period; it simply continues while you have active Neckbands until your Connectivity is cancelled under section 5.

If an Order Form specifies a prepaid Fixed Period, that arrangement applies for the stated period and your Order Form will state whether Connectivity ends at the end of that period or continues on a rolling monthly basis.

You pay a Connectivity Charge for each Neckband that records an Active Month. An Active Month occurs if a Neckband communicates with the Service at any time during a calendar month, however briefly, and a full monthly charge applies for that Neckband.

For example, if 80 of 100 registered Neckbands communicate with the Service during April, you are charged for 80 Neckbands for April.

A Neckband that remains correctly in Hibernation and does not communicate with the Service for the whole calendar month does not incur a Connectivity Charge for that month. You are responsible for correctly activating Hibernation using the method described in the Documentation.

Hibernating Neckbands, including for seasonal periods, does not cancel your account, and is never a ground for us to suspend or terminate the Service.

If you have prepaid for a Fixed Period, the rate you paid is locked in for that period and you are charged for the number of Neckbands stated in the Order Form for the whole period whether or not each records an Active Month.

We may change Connectivity Charges by giving at least 30 days' notice. The new charge applies from the first full calendar month after the notice period ends. It will not apply during a prepaid Fixed Period and will apply only after that period ends. If you do not agree to a new price, you may cancel before it takes effect and you will not be charged the new rate.

Unless your Order Form says otherwise, we bill Connectivity Charges and recurring Add-On fees monthly in arrears. You authorise us (and our payment providers) to charge your payment method on a recurring basis until Connectivity and all recurring Add-Ons have ended and everything owing is paid. Keep your payment details up to date.

Amounts are payable in the currency shown in your Order Form or at checkout. You are responsible for card issuer or currency conversion fees.

If we agree to invoice you, payment is due within the period stated on the invoice.

All prices in your Order Form are exclusive of taxes (including GST, VAT, sales tax and similar charges).

You must pay all applicable taxes on top of Connectivity Charges and other amounts due. If we are required by law to collect tax on your behalf, we will add it to your invoice or billing statement.

Tax exemption: If you claim a tax exemption, give us a valid exemption certificate or other acceptable documentation. The exemption only applies from when we receive and verify it.

Withholding tax: If the law requires you to deduct or withhold tax from a payment to us, you must increase the payment so that the amount we receive after the deduction equals the full amount otherwise due. Both parties will cooperate in good faith to obtain any available relief under an applicable double tax treaty.

If a payment fails or is reversed, we may retry it and ask you to update your payment details. We may charge interest on overdue undisputed amounts at the lower of 1% per month (compounding monthly) and the maximum rate allowed by law. If we use a collection agency, you must pay its reasonable costs where the law allows. We may only suspend the Service under section 5 and will not suspend for an amount genuinely disputed under section 4.8 while that dispute is being resolved.

If you think a charge is wrong, let us know in writing within 30 days. Include enough detail so we can look into it. Pay any undisputed amount when it’s due. We will investigate and work with you to resolve the issue promptly. We won’t suspend the Service or charge interest on the disputed amount while we’re sorting it out. Nothing in this section limits any right you have by law to dispute or reverse a payment.

You must pay all amounts due in full when they fall due. You may not withhold or set off any amount against a payment, unless we have agreed the amount in writing, a court or tribunal has decided it, or the law requires set-off. If you think a charge is wrong, pay what you don’t dispute and raise the rest under section 4.8.

5Suspension and Cancellation

We may suspend all or part of the Service if:

Suspension does not by itself cancel Connectivity. Connectivity Charges continue to apply to any Neckband that records an Active Month during the suspension. Charges will not apply to activity caused solely by a Gallagher error, and we will provide an appropriate credit where a suspension results directly from our breach.

We will tell you the reason for any suspension and lift it promptly once the issue is resolved. Before suspending for non-payment or a remediable breach, we will give at least 7 days' notice so you can make alternative livestock monitoring and containment arrangements. For all other suspensions, we will give as much notice as is reasonably practicable. We may suspend immediately, without prior notice, where required by law or to address an urgent security, safety, or animal welfare risk.

You can cancel rolling monthly Connectivity by emailing eshepherd.accounts@gallagher.com or using the cancellation function in the Service. Cancellation takes effect at the end of the calendar month we receive your notice (or a later date you choose). If any Neckband records an Active Month in the final month, the full monthly charge applies for that Neckband. Charges up to the effective date remain payable. A prepaid Fixed Period can only be cancelled where these Terms of Service, the Order Form or the law gives you that right.

We may end Connectivity and these Terms of Service if:

Except where immediate termination is reasonably necessary, we will give notice stating the reason and effective date.

When Connectivity or these Terms of Service end, you and your Authorised Users lose access to the Service. You still own your Hardware, but it will no longer connect to the Service or provide virtual fencing functionality. You must pay amounts incurred up to the end date. Prepaid amounts are only refundable where these Terms of Service, the Order Form or the law says so. Your Data is handled under section 11.7. Rights and liabilities that accrued before the end date survive, and sections about data, IP, confidentiality, liability, disputes and amounts owing continue as needed.

6Acceptable Use and Livestock Welfare

You must use the Service in compliance with all applicable laws, regulations and industry codes, including animal welfare legislation in your jurisdiction.

You must not, and must not allow any Authorised User or other person to:

You remain responsible at all times for livestock welfare, monitoring, containment and compliance with animal welfare, fencing, biosecurity and livestock control laws (see also section 13.2). You must decide whether virtual fencing is appropriate for your property, livestock and jurisdiction and maintain any physical fencing or other containment required by law or prudent farming practice.

You must follow the Documentation, including animal training protocols, fitting instructions, recommended settings, warnings and safety guidance. You must monitor animals regularly, particularly:

7Hardware and Firmware

Hardware is purchased under the separate Purchase Terms. You may purchase Hardware from a Gallagher Group company or an eShepherd Partner. You must register the Hardware before use and correctly configure, fit, charge, maintain and use it in accordance with the Documentation. The Service may not perform properly if Hardware is damaged, incorrectly fitted, not maintained, not updated or deployed outside supported site, coverage, power or environmental conditions.

Firmware is licensed, not sold. While your Connectivity is active and you comply with these Terms of Service, you have a limited, non-exclusive, non-transferable right to use Firmware with registered Hardware for your livestock operations. That right ends when your access to the Service ends. Buying Hardware does not give you a permanent right to use Firmware without the Service.

We may send Firmware updates remotely for security, safety, legal compliance, bug fixes, compatibility, performance or new features. We may deploy security, safety and compliance updates straight away where reasonably needed. Where we can, we will let you know in advance about updates that materially changes functionality. You must keep Hardware connected and available for required updates and must not block safety, security or compliance updates. We are not responsible for issues caused by your refusal or failure to install a required update, except to the extent caused by our breach or negligence.

8Intellectual Property

Gallagher Group companies and their licensors own all intellectual property in the Service, Firmware, Documentation, software, interfaces, APIs, algorithms, models, designs, databases, branding and related technology, including all updates, improvements and derivative works. Except for the limited rights expressly granted in these Terms of Service, no IP rights are transferred to you.

If you or an Authorised User gives us feedback about eShepherd, you permit Gallagher Group companies to use it worldwide, without payment, to improve or develop products and services. This does not transfer ownership of Your Data or intellectual property you developed independently of eShepherd.

9Service Availability and Changes

We will use commercially reasonable efforts to keep the Service available on a continuous basis, but do not guarantee uninterrupted or error-free access.

Availability and performance depend on matters including internet and mobile coverage, LoRa or other network coverage, satellite positioning, cloud hosting, electricity, Base Station placement, terrain, vegetation, weather and other site conditions. Coverage and signal quality may vary by location and over time. You are responsible for confirming that your deployment area meets the requirements in the Documentation and for maintaining alternative livestock monitoring and containment arrangements.

We will give at least 48 hours' notice of scheduled maintenance, through the Service or by email, where reasonably practicable, and will use reasonable efforts to minimise disruption.

We may perform emergency maintenance without prior notice where required for security, stability or legal compliance, and will notify you as soon as reasonably practicable.

We may update, improve, add or remove features for security, safety, legal compliance, compatibility, performance or product development. Minor changes, bug fixes and improvements may be made without notice. We will give at least 30 days’ notice before a change that materially reduces core functionality, unless a shorter period is needed for security, safety or legal compliance. If such a change materially impairs your use of core features and we cannot offer a reasonable fix within a reasonable time after you tell us, you may cancel and receive a pro-rata refund of prepaid Connectivity Charges for the period after cancellation. Cloud updates are applied centrally, so you may not be able to stay on an earlier version.

We reserve the right to designate the System or any Hardware, Service, Add-On or component of them as reaching end of life. If we do, the eShepherd End-of-Life Policy on our website will apply.

10Partners and Third Parties

Hardware or support may be supplied by an eShepherd Partner under a separate contract. An eShepherd Partner does not act as our agent for the Service. Unless we confirm otherwise in writing, only Gallagher Group companies may: (i) grant, change, suspend or end access to the Service; (ii) set, discount or waive Connectivity Charges; (iii) change or waive these Terms of Service or the Privacy Statement; (iv) classify data or grant rights in Gallagher technology; or (v) make warranties or commitments about the Service. A statement by an eShepherd Partner does not bind Gallagher if it is inconsistent with these Terms of Service, Product Terms or the Documentation.

We are not liable under these Terms of Service for an act, omission or default of an eShepherd Partner.

The Service may use or connect with third-party products, networks, hosting, mapping, satellite, payment and telecommunications services. Their own terms may apply. We may add, change or remove third-party components or providers. Unless the law says otherwise, we do not guarantee their availability, security, accuracy, coverage, performance or compatibility and are not responsible for what a third-party provider does or fails to do, unless it results from our breach or negligence. This does not reduce any commitment we make about the Service itself.

Some Add-Ons may require third-party hardware, software or services, which we will identify before activation. If an enabled integration or third-party component is removed and this materially impairs paid core functionality, we will use reasonable efforts to provide a workaround or appropriate adjustment.

11Data

"Your Data" means the farm and livestock information that is displayed or made available to you through the Service (other than the technology outputs described in the next paragraph), and any data you or your Authorised Users enter into the Service. As between you and Gallagher Group, you hold all rights in Your Data, and Gallagher Group has no rights in Your Data except those you grant under these Terms of Service. This includes paddock and boundary information, livestock identifiers, GPS location data, movement, activity, and cue delivery records displayed to you.

Reports, summaries, and recommendations generated and displayed to you through the Service are Gallagher Group's technology outputs. We grant you a perpetual, irrevocable, worldwide, royalty-free licence to use, copy, and retain and disclose them for your own livestock and farming operations. That licence survives the end of these Terms of Service.

Your Data does not include System Data (dealt with under section 11.2) or the technology outputs described above.

Gallagher Group owns the System, algorithms, analytical models and all improvements and trained models developed from or using Your Data. This does not change your ownership of Your Data.

Gallagher Group holds all rights in, and as between the parties is exclusively entitled to use, reproduce, license and commercialise, technical and operational data generated by or relating to operation of the System (System Data). System Data includes hardware diagnostics, firmware telemetry, connectivity metrics, raw sensor signals and technical parameters (including accelerometer, motion, and other sensor readings, sampling rates, and detection thresholds), stimulus calibration and delivery telemetry (including pulse parameters, sampling rates, and escalation settings), and data our algorithms generate internally before a result is displayed to you. System Data is Gallagher Confidential Information.

You give Gallagher Group permission to use Your Data: (a) to operate, support, secure and maintain the System for you, including features you enable; and (b) to improve, train and develop our algorithms, models, products, and features, in each case only after we have applied reasonable measures to remove information that identifies you, your animals or your property.

Gallagher Group may also use Your Data to create Aggregated Data under section 11.4, and as reasonably necessary to comply with law, enforce these Terms of Service, resolve disputes, or protect the Service.

This permission is non-exclusive, worldwide and royalty-free. It applies for the term of these Terms of Service. After termination, it continues only: (a) for Aggregated Data already created; (b) for any model, algorithm or product that already includes Your Data, and for the continued use, validation and improvement of that model, algorithm or product; (c) where Your Data has been built into a model or product in de-identified form and can no longer reasonably be separated out or traced back to you, your animals or your property; and (d) for as long as reasonably needed to comply with law or resolve a dispute. We do not have to delete, retrain or rebuild any model, algorithm or product when these Terms of Service end. This does not allow Gallagher Group to reconstruct or re-identify individual customer data from any model or product.

We will not sell Your Data or disclose it in identifiable form outside Gallagher Group without your consent, except as permitted by this section 11, to share it when you ask us to, with service providers who need it to perform services for us and are bound by appropriate confidentiality obligations, or where required by law. For the purposes of this section, "sell" means disclosing Your Data in identifiable form to a third party in exchange for monetary consideration, for that third party's own independent commercial purposes. Licensing, sharing or otherwise commercialising Aggregated Data or System Data is not a sale of Your Data.

Gallagher Group may combine Your Data with data from other sources and apply reasonable measures, consistent with recognised de-identification standards, to remove information that could reasonably identify you, your animals or property. Once data has been aggregated and de-identified so that you, your farm, your animals and your property cannot reasonably be identified, it becomes Aggregated Data and as between the parties is exclusively held and controlled by Gallagher Group, and may be used, licensed and shared for research, benchmarking, comparative analytics, industry insights, product development and other lawful business purposes related to agriculture, animal management or land management.

We will de-identify data in line with the Privacy Statement and using reasonable technical and organisational measures consistent with recognised de-identification standards and applicable law. We will not attempt to re-identify you from Aggregated Data and will contractually require recipients of Aggregated Data not to do so. We will not use your name or other identifying information in a published benchmark, case study or in connection with Aggregated Data without your prior written consent.

You may access and export Your Data using the tools and formats available through the Service. Your rights in Your Data do not require us to make available raw data, System Data, internal calculations, or technical information that the Service does not ordinarily make available, or to provide bespoke data feeds, custom integrations, or data services beyond the standard Service functionality. Where applicable law requires greater data access or portability, we will comply in accordance with that law.

You may share Your Data with a third party using any sharing tool or export function available through the Service. Once shared, the recipient's own terms govern their use of the data. If sharing would disclose Gallagher Confidential Information, we may require the recipient to agree to appropriate confidentiality obligations. We are not required to create new integrations or data feeds to meet a third party's requirements, but these may be available as a separately chargeable service. Nothing in this section limits any data access or portability right under mandatory law.

Following termination, you may request a copy of Your Data by contacting us at eshepherd.support@gallagher.com within 60 days of termination. 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). We may charge a reasonable fee, notified to you in advance, for technically complex extraction requests, where the law allows.

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 request. After that, we may delete it unless we are required to keep it by law or for legitimate legal, regulatory, security, or record-keeping purposes. This section does not require us to delete Aggregated Data, System Data, or Your Data where its continued use is permitted by section 11.3.

12Privacy and Security

Gallagher Group’s collection, use, storage and disclosure of Personal Data in connection with the Service, including in connection with Connectivity, your account and your billing, is governed by the Privacy Statement, which forms part of these Terms of Service and is available at eshepherd.com/privacy.

Each party must comply with the privacy and data protection laws applicable to it.

You must comply with all applicable privacy and data protection laws when collecting, using or providing Personal Data to us. Before providing Personal Data about an individual or granting any individual access to the Service as an Authorised User, you must ensure that individual has received appropriate notice of the collection, including by providing them with a copy of, or link to, the Privacy Statement. 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.

You must not use Personal Data obtained through the Service for purposes unrelated to your use of the Service and your internal livestock management operations, unless you have a separate lawful basis and have given appropriate notice.

Except where the Privacy Statement or applicable data-processing terms state otherwise, each party acts as an independent controller in relation to Personal Data it processes in connection with the Service. Neither party acts as a processor for the other, and nothing creates a joint controller relationship.

You must reasonably cooperate with us in responding to a valid data-subject request, regulator enquiry or security investigation relating to Personal Data processed through your account.

Current data storage locations and cross-border transfer safeguards are described in the Privacy Statement. Before transferring Your Data to a country not identified in the Privacy Statement, Gallagher Group will update the Privacy Statement and implement appropriate safeguards in accordance with applicable data protection law.

Gallagher Group will maintain reasonable technical and organisational security measures appropriate to the Service and applicable law. If we become aware of a security incident affecting Personal Data processed in connection with your account, we will notify you without undue delay and, where required by law, within the timeframe required by applicable data protection law, and provide information reasonably necessary for you to meet your own legal obligations. You must promptly tell us about a security issue affecting your account or credentials and, without undue delay and where practicable within 48 hours, any actual or suspected breach involving Personal Data processed through the Service. You must take reasonable steps to contain the issue and preserve relevant information.

13Warranties and Disclaimers

Gallagher Group will provide the Service with reasonable care and skill.

Subject to mandatory law, we do not promise that the Service will be uninterrupted, error-free, free from harmful code, suitable for every property, animal, breed or livestock type, or capable of meeting every legal or operational requirement.

We do not guarantee network or GPS coverage at a particular location or that alerts, reports, recommendations or other outputs will always be accurate, complete or received in time.

To the extent the law allows, and subject to sections 13.3 and 17, we disclaim all other warranties in relation to the Service, whether express, implied or statutory, including implied warranties of merchantability, satisfactory quality, fitness for a particular purpose and non-infringement.

The eShepherd System is a livestock management tool, not a physical barrier. No virtual fencing system can guarantee containment, animal behaviour or uninterrupted operation. Performance may be affected by animal behaviour, health, prior training, terrain, vegetation, weather, site conditions, network and GPS coverage, power, third-party infrastructure, Hardware condition, fit and maintenance, how you configure and use the System and other factors outside our reasonable control.

Alerts, reports, insights and recommendations are informational tools and are not veterinary, agricultural, animal-welfare, legal or other professional advice.

You remain responsible for all livestock management and containment decisions.

Nothing in these Terms of Service excludes, restricts or modifies a statutory guarantee, warranty, condition, right or remedy that cannot lawfully be excluded, restricted or modified under the law applicable to you. Where a provision of these Terms of Service would do so, it is read down to the minimum extent necessary or, if that is not possible, does not apply to you. Section 17 sets out certain country-specific terms that may apply in your country.

14Liability

This section allocates risk between you and Gallagher. It applies to all claims arising under or in connection with these Terms of Service, whether the claim is based on contract, negligence, tort, statute, indemnity or any other legal basis.

It is subject to section 13.3 and any other liability that cannot lawfully be excluded or limited.

Subject to section 14.4, neither party is liable to the other for any of the following, regardless of how the claim arises:

Subject to section 14.4, and to any liability that cannot lawfully be limited, the total aggregate liability of Gallagher and all Gallagher Group companies combined to you for all claims arising under or in connection with these Terms of Service is limited to the total amount paid by you to Gallagher Group companies in connection with the eShepherd System (including Connectivity Charges, Add-On fees and Hardware prices) in the 12 months immediately before the event giving rise to the first relevant claim.

This cap is a single combined maximum shared with any liability arising under the eShepherd Terms of Service. You cannot recover more than this amount in total from Gallagher and all Gallagher Group companies, regardless of how many claims arise or under which agreement.

The exclusions and liability cap in this section do not apply to

Subject to section 14.4, to the maximum extent permitted by applicable law, we are not liable for any death, injury, escape, straying, or loss of condition of livestock, or for any animal behaviour or breach of virtual fences, regardless of the cause.

You acknowledge that appropriate livestock insurance is your primary remedy for livestock losses.

To the extent permitted by law, you indemnify Gallagher and each Gallagher Group company (including Gallagher eShepherd Pty Ltd as operator of the Service) against third-party claims arising from your or an Authorised User’s: (i) material breach of these Terms of Service, (ii) misuse of the Service or the System; (iii) failure to comply with applicable laws (including animal-welfare and fencing laws); or (iv) the escape, straying or behaviour of livestock under your management or control.

The indemnity does not apply to the extent the claim is caused or contributed to by the gross negligence, wilful misconduct or material breach of these Terms of Service by the Gallagher Group company seeking protection.

You acknowledge that the liability limits in these Terms of Service reflect the pricing of Connectivity and that you will maintain appropriate insurance for your livestock and farming operations, including cover for losses arising from technology or equipment failure. You should discuss use of virtual fencing technology with your insurer before deploying the System.

Each party must take reasonable steps to avoid or reduce loss, including (for you) responding appropriately to alerts and maintaining reasonable alternative livestock monitoring and containment arrangements.

A party cannot recover more than once for the same loss, whether under these terms, the Purchase Terms, Product Terms, an Order Form, an indemnity or otherwise. Any amount recovered from another Gallagher Group company or an eShepherd Partner for the same loss reduces what you can recover from Gallagher. The liability cap in section 14.3 and the liability cap in section 9.4 of the eShepherd Hardware Purchase Terms are a single shared ceiling, not separate pools. Any amount recovered under one agreement reduces the amount recoverable under the other.

For the purposes of the exclusions and limitations in this section, references to “Gallagher” or “we” include: (a) the Gallagher Group company that is party to these Terms of Service; (b) Gallagher eShepherd Pty Ltd; (c) each Gallagher Group company involved in operating, supporting or licensing the Service; and (d) their respective officers, employees, contractors and licensors.

The total aggregate liability of all those persons together is subject to the single liability cap in section 14.3. Nothing in this section makes a person liable where that person would not otherwise be liable.

15General

Each party must protect the other's Confidential Information using reasonable care and use it only to perform or exercise rights under these Terms of Service.

Disclosure is permitted to personnel, contractors, advisers, insurers, Gallagher Group companies and service providers who need it and are bound by confidentiality, to a genuine purchaser or successor under equivalent confidentiality obligations, or where required by law.

Where legally permitted, the disclosing party will give reasonable advance notice of compelled disclosure.

This obligation does not apply to information that becomes public without breach, was already lawfully known, is independently developed without use of the Confidential Information, or is lawfully received from another source. This section continues after the Terms end.

Neither of us is responsible for any failure or delay caused by things genuinely outside our reasonable control, such as natural disasters, pandemics, government action, war, terrorism, or failures of third-party telecommunications or infrastructure networks (other than those we have engaged as a subcontractor or service provider). A party's own acts, disputes with its own staff, or inability to pay are not covered.

This does not excuse payment already due or your livestock welfare, monitoring and containment obligations.

The affected party must give prompt notice, take reasonable steps to reduce the effect and resume performance. If a force majeure event continues for more than 90 days, either party may end the affected Service on 14 days' notice.

You may not assign or transfer any right or obligation under these Terms of Service without our prior written consent. However, you may transfer these Terms of Service to a purchaser or successor of your farming operation if you give us at least 30 days' prior written notice (with reasonable details of the transferee), there is no outstanding breach or unpaid amount, and the transferee agrees to these Terms of Service and completes our account registration process. We may object within 14 days of receiving notice on reasonable grounds, including creditworthiness or compliance concerns. If we do not respond within that period, consent is deemed given. You remain liable for obligations arising before the transfer date.

We may transfer these Terms of Service within the Gallagher Group or as part of a genuine merger, acquisition, sale of substantially all assets or corporate restructure, on written notice to you within 30 days of the transfer.

We may subcontract any of our obligations but remain fully responsible for them as if we had performed them ourselves.

If you have a dispute, contact us first. We will try to resolve it quickly. If we cannot resolve it informally within 30 days, either party may commence proceedings in the courts identified in section 15.5.

For disputes involving a customer based outside Australia and New Zealand where the amount genuinely in dispute exceeds NZD 100,000 (or its equivalent), either party may elect binding arbitration under the ICC Rules, seated in the place identified in section 15.5, in English, before a single arbitrator. The election must be made by written notice given before or within 14 days after formal proceedings are commenced, and those proceedings are stayed pending the outcome.

Nothing in this section prevents either party from bringing a claim in a small claims tribunal or seeking urgent injunctive or interim relief in any court with power to grant it.

While a dispute is being resolved, both parties must continue to perform their other obligations under these Terms of Service, subject to any court or tribunal order.

Unless your Order Form specifies otherwise, these Terms of Service are governed by the law specified for your country in the table below, which also sets out the Gallagher Group company that you contract with for Connectivity and billing, the address for notices under section 15.6, and the courts with jurisdiction (which, for customers based outside Australia and New Zealand, also serve as the arbitral seat for purposes of section 15.4). The parties submit to the non-exclusive jurisdiction of those courts, subject to the arbitration option in section 15.4 where applicable. That choice is non-exclusive and does not prevent either party from bringing a claim in another court with power to hear it. Where the table does not list your country, the “All other countries” row applies. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to these Terms of Service or to any transaction under them.

Formal notices must be in writing. Routine service messages and alerts are not formal notices.

We may send notices to the email or contact details in your account or through the Service.

Notices to Gallagher must be sent to the address in section 15.5 or the address stated in your Order Form, with a copy to Gallagher Group Chief Legal & Risk Officer, Gallagher Group Limited, 181 Kahikatea Drive, Hamilton 3206, New Zealand, email legal@gallagher.com.

Except as stated in this section, these Terms of Service confer no rights on any person who is not a party to them.

Each Gallagher Group company (including Gallagher eShepherd Pty Ltd) may enforce the provisions of these Terms of Service concerning acceptable use, data, privacy, intellectual property, confidentiality, liability and indemnity as if it were a party. Its rights are subject to the same limitations and defences that apply to Gallagher. Each Gallagher Group company is an intended third-party beneficiary of those provisions for the purposes of any applicable third-party rights legislation, including the statutes listed in section 17.

These Terms of Service and any documents expressly incorporated into them are the entire agreement about the Service and replace all earlier communications on that subject.

A waiver must be in writing. If we don’t enforce a right straight away, that doesn’t mean we’ve given it up. Waiving one breach does not waive any other.

If a term is invalid, it is read down or severed to the minimum extent necessary.

The parties are independent contractors.

Headings are for convenience only and do not affect interpretation. “Including” and similar expressions do not limit the words that follow.

You must not use, export, re-export or transfer the Service, Firmware, Hardware or technical information in breach of applicable export-control, sanctions or import laws. You must not use eShepherd in a country or territory subject to a full trade embargo or sanction administered by any relevant authority.

You consent to receiving operational, billing and legal communications electronically through email, the Service or enabled notifications. These Terms of Service and any Order Form may be accepted or signed electronically, including by clickthrough, and in counterparts to the extent permitted by law.

These Terms of Service are written in English. We may provide translations for convenience only. If there is any conflict or inconsistency between the English version and a translation, the English version prevails.

16Definitions

Active Month means a calendar month in which a Neckband communicates with the Service at least once.

Add-On means additional features, functionality, packages or tiers that we make available beyond the core Service.

Aggregated Data means data described in section 11.4.

Authorised User means a person you authorise to use the Service through your account.

Base Station means the wireless communications unit forming part of the Hardware that facilitates connectivity between Neckbands and the Service.

Confidential Information means information disclosed by one party to the other in connection with these Terms of Service that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including for us the Service's source code, algorithms, architecture, security measures, pricing and commercial models, roadmap and business strategy, and for you Your Data, farm operational information, livestock records and financial information.

Connectivity means the component of the Service that allows registered Hardware to communicate with the Service.

Connectivity Charge means the monthly charge payable to Gallagher for each Neckband that records an Active Month, as shown at checkout, in your Order Form, or in our current price list.

Documentation means user guides, training materials, specifications, instructions and other guidance Gallagher Group makes available for the eShepherd System, as updated from time to time.

eShepherd Partner means a third party authorised by a Gallagher Group company to sell Hardware and/or support services.

Firmware means software embedded in, installed on, or delivered to Hardware by or on behalf of any Gallagher Group company, including updates, patches and new versions.

Fixed Period means a prepaid fixed period of Connectivity stated in an Order Form.

Gallagher Group means Gallagher Group Limited and its subsidiaries and affiliates from time to time, including Gallagher eShepherd Pty Ltd, as operator of the Service.

Hardware means physical eShepherd equipment, including Neckbands, Base Stations, magnet keys and related accessories.

Hibernation means the state in which a Neckband is deactivated using the supplied magnet key so that it does not communicate with the Service.

Neckband means an eShepherd GPS-enabled virtual fencing neckband fitted to a livestock animal, forming part of the Hardware, whether cellular, LoRa or otherwise configured.

Order Form means a written or electronic order, checkout confirmation, or other ordering document that records the commercial terms applicable to your Connectivity and is accepted by both parties.

Personal Data means personal data, personal information or an equivalent concept under applicable privacy or data protection law in your jurisdiction, including where applicable the Privacy Act 2020 (NZ), the Privacy Act 1988 (Cth), the UK GDPR and the EU GDPR.

Privacy Statement means the eShepherd privacy statement, as updated from time to time.

Purchase Terms means (i) the eShepherd Hardware Purchase Terms available at eshepherd.com/terms/hardware, which apply to purchases from a Gallagher Group company; or (ii) if you purchase from an eShepherd Partner, the eShepherd Partner’s terms of sale for that purchase. Gallagher’s Warranty Policy applies to all Hardware regardless of the sales channel.

Product Terms means additional terms provided for a particular Add-On, product or feature.

Service means the eShepherd cloud-based service, including web and mobile interfaces, Connectivity, backend services, Firmware updates and available Add-Ons.

System means the Service and Hardware operating together as an integrated livestock management solution.

System Data means the operational and technical data described in section 11.2.

Your Data means the data described in section 11.1.

17Country-Specific Clauses

The following additional terms apply where applicable to your country. If they conflict with the main Terms of Service, these country-specific terms prevail for the relevant country.

Australia

eShepherd is supplied for use in commercial farming operations and is not intended for personal, domestic or household use. However, the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) provides guarantees that may apply regardless of the commercial nature of the transaction and that cannot be excluded by agreement. For major failures with the Service, you are entitled:

• to cancel your Service contract with us; and
• to a refund for the unused portion, or to compensation for its reduced value.

You are also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure you are entitled to have problems with the Service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract. Nothing in these Terms of Service excludes, restricts or modifies any guarantee, right or remedy under the Australian Consumer Law that cannot lawfully be excluded, restricted or modified.

Where a non-excludable guarantee relating to services applies and the law permits liability to be limited, our liability is limited, at our option, to supplying the services again or paying the cost of having them supplied again. That limitation does not apply where it would not be fair or reasonable, or where applicable law does not permit it.

Before recurring charges begin, we will disclose their recurring nature, amount or method of calculation and frequency, obtain any consent required by law, and provide a reasonably accessible cancellation method.

New Zealand

Nothing in these Terms of Service excludes, restricts or modifies any right or remedy under the Consumer Guarantees Act 1993, Fair Trading Act 1986 or other applicable law that cannot lawfully be excluded, restricted or modified.

If you acquire Connectivity and access to the Service for the purposes of a business, then, for the purposes of section 43(2) of the Consumer Guarantees Act 1993, the parties agree that the Consumer Guarantees Act does not apply. For the purposes of section 5D of the Fair Trading Act 1986, the parties agree that the Service is supplied and acquired in trade, both parties are in trade, sections 9, 12A, 13 and 14(1) of that Act do not apply, and it is fair and reasonable that the parties are bound by this section.

United Kingdom and EEA

eShepherd is supplied for use in commercial farming operations and is not intended for personal, domestic or household use. To the extent any consumer protection legislation in the United Kingdom or EEA applies despite the commercial nature of the transaction, nothing in these Terms of Service excludes or limits rights or remedies under that legislation that cannot lawfully be excluded or limited by agreement, including pre-contractual information rights and any applicable right of withdrawal from a distance contract.

United States and Canada

eShepherd is supplied for use in commercial farming operations and is not intended for personal, domestic or household use. To the maximum extent permitted by applicable law, all conditions, warranties and representations not expressly stated in these Terms of Service or required by mandatory law are excluded, including any implied warranty of merchantability or fitness for a particular purpose.

Implied warranty and consumer protection laws vary by US state and Canadian province. Where the law of any state or province does not permit the exclusion or limitation of implied warranties, or the exclusion of incidental or consequential damages, the limitations and exclusions in these Terms of Service apply only to the extent permitted in that state or province.

Where required by applicable automatic renewal, negative option or consumer protection legislation, we will provide clear and conspicuous disclosure of the recurring nature, amount and frequency of the Connectivity Charge, obtain your affirmative consent before charging, send any required renewal or price-change reminders, and provide a simple online cancellation mechanism, which you may use at any time under section 5.2.

To the fullest extent permitted by applicable law, you and Gallagher agree that any dispute will be brought only in the parties’ individual capacity and not as a plaintiff or class member in any class action, collective action, or representative proceeding. If a court or arbitrator determines that this waiver is unenforceable as to a particular claim, that claim (and only that claim) must be severed and may proceed in court, and the remainder of any dispute will continue on an individual basis.

Third-party beneficiary legislation

For the purposes of section 15.7, each Gallagher Group company is an intended third-party beneficiary of the provisions listed in that section under the following legislation (and any equivalent legislation or legal principle in your country): (a) Part 2, subpart 1 of the Contract and Commercial Law Act 2017 (New Zealand); (b) the Contracts (Rights of Third Parties) Act 1999 (United Kingdom); (c) article 1444 of the Civil Code of Quebec (Canada); and (d) any equivalent statutory right of enforcement available to a third-party beneficiary in the jurisdiction governing these Terms of Service.