HardwarePurchase Terms

eShepherd Hardware Purchase Terms

Version 2.0 · Last updated 23 September 2026

1About These Terms

These Terms apply when you purchase eShepherd Hardware. The details of what you are buying, the price and any additional commercial terms are set out in your Hardware Order.

Your contract is with Gallagher. In these Terms, ‘Gallagher’, ‘we’, ‘us’ and ‘our’ refer to the Gallagher Group company identified in your Hardware Order.

You accept these Terms by signing or accepting a Hardware Order that refers to them, completing checkout, or accepting delivery after the Terms have been made available to you. If you accept for an organisation, you confirm you have authority to bind it.

The Terms that apply to a Hardware Order are those made available when that order is accepted. We may update these Terms for future orders. A change will not alter an existing Hardware Order unless both parties agree or the change is required by law.

Hardware and the eShepherd Service (including Connectivity) may be supplied under separate contracts and by different parties. The eShepherd Service is governed by the eShepherd Terms of Service. Ending or breaching one contract does not automatically end or breach another.

If you purchase Hardware from an eShepherd Partner, that Partner may choose to adopt these Terms as its own terms of sale for that purchase, in which case, references to ‘Gallagher’, ‘we’, ‘us’ and ‘our’ in these Terms refer to the eShepherd Partner for that purchase, and the eShepherd Partner is your contracting party and is responsible for its own obligations under these Terms, including delivery, payment collection, and warranty claims. Gallagher Group is not a party to, and has no liability under, a purchase from an eShepherd Partner.

2Orders

Your Hardware Order is an offer to buy the Hardware described in it.

A contract is formed when we confirm your order or dispatch the Hardware, whichever happens first. Each Hardware Order is a separate contract.

The Hardware will materially match the description and specifications applying when the Hardware Order is accepted. We may make minor changes that do not materially reduce functionality, safety or quality. Any material substitution requires your agreement.

We will use reasonable efforts to deliver by an estimated date, but dates are estimates unless the Hardware Order expressly states otherwise. Delivery is made to the address in the Hardware Order. You must provide an accurate and accessible delivery address and be ready to accept delivery. If delivery fails because of matters within your control, you must pay reasonable redelivery or storage costs.

You should inspect the Hardware promptly after delivery and tell us within a reasonable time about missing items, transit damage or visible defects. This does not limit any warranty or statutory right.

Risk passes to you on delivery.

You do not own the Hardware until we receive payment in full. Until ownership passes, you must take reasonable care of the Hardware and must not sell, lease, grant security over or dispose of it.

If payment is not made, we may require you to return the Hardware or (to the extent permitted by law) enter premises to repossess it.

Any additional retention-of-title or security-interest terms must be stated in the Hardware Order and apply only to the extent permitted by law.

3Specifications and Site Requirements

eShepherd performance depends on site conditions, including network coverage, GPS reception, terrain, vegetation, weather, environmental conditions, power, Hardware placement and correct deployment. Before purchase and deployment, you must review the site and operating requirements in the Documentation and provide accurate site information requested by us.

If we perform a site assessment or similar evaluation for you before you purchase, it is an indicative, point-in-time assessment based on the information and conditions then available. It does not guarantee ongoing coverage, signal reliability, Hardware or Service performance, or that virtual fencing is suitable for every part of a property.

You are responsible for monitoring relevant site conditions after deployment. Contact us before materially redeploying Hardware to a new property or a materially different area.

You must ensure the Hardware is properly installed, configured, fitted, charged, maintained and used in accordance with the Documentation.

You remain responsible for livestock welfare, monitoring and containment. eShepherd is a livestock management tool, not a physical fence. You must maintain any physical fencing or other measures required by law or prudent farming practice.

4Hardware Warranty

We warrant that the Hardware will be free from material defects in materials and workmanship during the Warranty Period. The Warranty Policy (which forms part of these Terms) sets out the applicable periods, exclusions, claims process and available remedies.

To make a claim, contact us or the support channel stated in the Warranty Policy, provide reasonable details of the issue and proof of purchase, and follow reasonable diagnostic and return instructions. You must not return Hardware without any required return authorisation. For certain faults, we may offer to supply replacement parts for you to install yourself, as described in the Warranty Policy.

If we accept a valid warranty claim, we will (at our option) repair the Hardware, replace it with identical or equivalent hardware, provide a credit towards future purchase, refund the original purchase price, or provide another remedy required by law. Replaced or refunded items become our property unless applicable law requires otherwise.

Subject to mandatory law, the warranty does not cover an issue caused by:

• normal wear and tear, accidental damage, misuse, neglect or improper storage;
• installation, fitting, use, maintenance or charging contrary to the Documentation;
• unauthorised repair, alteration, interference or use with unsupported equipment;
• site, network, power or environmental conditions outside supported specifications;
• failure to implement a reasonably required safety, security or compliance update; or
• the Service, Firmware or a third-party product rather than a defect in Hardware materials or workmanship.

Statements about expected, designed or estimated Hardware life (including on our website or in other marketing materials) are engineering estimates only. They are not a separate warranty and do not extend or modify the Warranty Period. Actual service life will vary depending on operating conditions, maintenance, and use.

The Hardware warranty may be transferred only as permitted by the Warranty Policy and mandatory law.

5Connectivity and the eShepherd Service

The Hardware does not provide virtual fencing or other eShepherd functionality unless you have active Connectivity under the eShepherd Terms of Service. Connectivity is charged separately and is not included in the Hardware price.

If Connectivity is suspended, cancelled or terminated, the Hardware will stop communicating with the Service and virtual fencing functions will not operate. Buying Hardware does not itself give you access to the Service or require Gallagher to provide Connectivity indefinitely.

Unless a Gallagher Group company confirms otherwise in writing, an eShepherd Partner has no authority to set or change Connectivity pricing, grant or end access to the Service, amend or waive the eShepherd Terms of Service, or make commitments about the Service, Firmware, data rights or Gallagher technology. A statement inconsistent with the eShepherd Terms of Service or Documentation does not bind any Gallagher Group company.

Data generated through the eShepherd System, and rights to use Firmware, are governed by the eShepherd Terms of Service. These Terms do not transfer ownership of Firmware, software, data rights or other Gallagher technology.

6Intellectual Property

We (or our licensors in the Gallagher Group) own all intellectual property rights in the Hardware, including designs, specifications, Documentation and branding.

Your purchase gives you ownership of the physical Hardware only. It does not give you any intellectual property rights.

Service and Firmware intellectual property are governed by the eShepherd Terms of Service.

7Payment

Hardware prices are stated in your Hardware Order. Unless stated otherwise, they exclude GST, VAT, sales tax and similar taxes, which will be added where required by law.

Hardware is payable when ordered unless your Hardware Order says otherwise. You must pay undisputed amounts in full in the stated currency.

If you claim a tax exemption, you must provide a valid exemption certificate before the exemption applies.

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 an undisputed amount remains overdue, interest may accrue at the lower of 1% per month and the maximum lawful rate. After at least 14 days’ notice, we may suspend delivery of undelivered Hardware while an undisputed amount remains more than 14 days overdue.

If you dispute an invoice, tell us in writing within 30 days after receiving it, with reasonable details and supporting information. Pay the undisputed portion by the due date. We will not suspend delivery for a genuinely disputed amount, or charge interest on it, while the dispute is being resolved in good faith. Nothing in this section limits any mandatory right to dispute or reverse a payment.

You may not set off amounts against payments due to us except where we have admitted the amount in writing or a court or tribunal has determined it, or set-off is required by law.

8Cancellation and Termination

You may request cancellation before Hardware is dispatched. We may accept the request subject to reasonable non-cancellable costs already incurred. Any mandatory withdrawal right under applicable law also applies.

Once Hardware is dispatched, a Hardware Order may be cancelled or returned only under the Warranty Policy, an agreed returns policy, these Terms or mandatory law.

Either party may terminate a Hardware Order if the other party materially breaches these Terms and does not remedy the breach within 14 days of written notice. If the breach is not capable of remedy, termination may be immediate.

Termination does not affect: (i) ownership of Hardware paid for in full; (ii) amounts already due; (iii) accrued rights; or (iv) provisions intended to continue, including those relating to confidentiality, intellectual property, liability, payment, and disputes.

9Liability

Nothing in these Terms excludes, restricts or modifies a statutory guarantee, warranty, condition, right, remedy or duty that cannot lawfully be excluded, restricted or modified.

eShepherd is a livestock management tool, not a physical barrier. No virtual fencing technology can guarantee containment or animal behaviour. Performance may be affected by animal behaviour, terrain, weather, site conditions, network and GPS availability, power, correct deployment and other factors outside our reasonable control.

Subject to section 9.5 and mandatory law, neither party is liable for:

Subject to section 9.5, 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 is limited to the total amount paid by you to Gallagher Group companies in connection with the eShepherd System (including Hardware prices under these Terms, and Connectivity Charges and Add-On fees as those terms are defined in the eShepherd Terms of Service) 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 caps do not apply to:

Subject to section 9.5, to the maximum extent permitted by applicable law, we are not liable for death, injury, escape, straying or loss of condition of livestock, or for any animal behaviour or breach of a virtual fence, 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) against third-party claims arising from: (i) your material breach of these Terms; (ii) your misuse of the Hardware or the System; (iii) your failure to comply with applicable laws (including animal welfare, fencing and biosecurity laws); or (iv) the escape, straying or behaviour of livestock under your management or control.

This 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 by the Gallagher Group company seeking protection.

You acknowledge that the liability limits in these Terms reflect the pricing of Hardware 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 may not recover more than once for the same loss under these Terms, the eShepherd Terms of Service, an indemnity or any other legal basis. Amounts recovered from another Gallagher Group company or an eShepherd Partner for the same loss will be taken into account when determining the amount recoverable from Gallagher. For the avoidance of doubt, the liability cap in section 9.4 and the liability cap in section 14.3 of the eShepherd Terms of Service 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", "we" or "us" include: (a) the Gallagher Group company that is party to these Terms; (b) Gallagher eShepherd Pty Ltd; (c) each Gallagher Group company involved in manufacturing, supplying, distributing or supporting the Hardware or the System; 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 9.4. Nothing in this section makes a person liable where that person would not otherwise be liable.

10General

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

Gallagher’s collection, use, storage and disclosure of personal data in connection with a Hardware Order is governed by the Privacy Statement available at eshepherd.com/privacy. Each party must comply with privacy and data protection laws applicable to it.

Neither party is liable for delay or failure caused by events beyond its reasonable control. This does not excuse payment obligations already due or your livestock welfare obligations. The affected party must give prompt notice, take reasonable steps to reduce the effect and resume performance.

If a force majeure event affecting delivery continues for more than 90 days, either party may cancel the affected Hardware Order on written notice. On cancellation, we will refund amounts paid for Hardware not yet delivered.

You may not assign or transfer any right or obligation under these Terms without our prior written consent. If you sell or transfer the farming operation in connection with which you purchased the Hardware, the assignment of your ongoing eShepherd relationship (including Connectivity and Service access) is governed by the eShepherd Terms of Service. The Hardware warranty may be transferred only as permitted by the Warranty Policy.

We may transfer within our corporate group or as part of a merger, restructure or business sale. We may subcontract but remain responsible for subcontracted obligations.

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 10.6.

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 10.6, 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, subject to any court or tribunal order.

Unless your Hardware Order specifies otherwise, these Terms 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, the address for notices under section 10.7, and the courts with jurisdiction (which, for customers based outside Australia and New Zealand, also serve as the arbitral seat for purposes of section 10.5). The parties submit to the non-exclusive jurisdiction of those courts, subject to the arbitration option in section 10.5 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 or any Hardware Order.

Formal notices must be in writing and sent to the contact details in section 10.6 or the address stated in your Hardware Order, with a copy to Gallagher Group Chief Legal & Risk Officer, Gallagher Group Limited, 181 Kahikatea Drive, Hamilton 3206, New Zealand, email legal@gallagher.com.

These Terms, together with the relevant Hardware Order and any documents expressly incorporated into them, form the entire agreement for that Hardware purchase.

Nothing excludes liability for fraud, fraudulent misrepresentation or misleading conduct that cannot lawfully be excluded. Terms in your purchase order do not apply unless expressly accepted in writing.

A waiver must be in writing. Delay in exercising a right is not a waiver.

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

The parties are independent contractors."

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

A Gallagher Group company may enforce provisions protecting the System, Gallagher intellectual property, data, privacy, confidentiality, liability and indemnity as if it were a party. Its rights remain 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 12.

You must not export, re-export or transfer Hardware or technical information received under these Terms in breach of applicable export control, sanctions or import laws. You must not use Hardware in a country or territory subject to a full trade embargo administered by any relevant authority.

These Terms and a Hardware Order may be accepted or signed electronically and in counterparts to the extent permitted by law.

These Terms 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.

11Definitions

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

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

Confidential Information means information disclosed by one party to the other in connection with these Terms that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including for Gallagher, Hardware designs, specifications, pricing and commercial models, and for you, your farm operational information and financial information.

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.

eShepherd Terms of Service means the terms governing the eShepherd Service, including Connectivity and Firmware, as updated from time to time in accordance with those terms.

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.

Gallagher Group means Gallagher Group Limited and its subsidiaries and affiliates from time to time, including Gallagher eShepherd Pty Ltd.

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

Hardware Order means an order, checkout confirmation or other ordering document identifying the Hardware, price and applicable commercial terms that is accepted by both parties.

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.

Service means the cloud-based eShepherd service governed by the eShepherd Terms of Service.

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

Warranty Period means the applicable period stated in the Warranty Policy.

Warranty Policy means the eShepherd Hardware warranty policy, published at eshepherd.com/warranty by Gallagher (as updated from time to time), which applies to all Hardware regardless of whether purchased from a Gallagher Group company or an eShepherd Partner.

12Country-Specific Clauses

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

Australia

eShepherd Hardware 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. You are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the Hardware repaired or replaced if the Hardware fails to be of acceptable quality and the failure does not amount to a major failure. Nothing in these Terms 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 applies and the law permits liability to be limited, our liability is limited (at our option) to replacing the goods, supplying equivalent goods, repairing the goods, or paying the cost of replacement, equivalent goods or repair. That limitation does not apply where it would not be fair or reasonable, or where applicable law does not permit it.

New Zealand

Nothing in these Terms 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 Hardware 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 Hardware 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 Hardware 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 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 Hardware 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, including Article 2 of the Uniform Commercial Code (US) and applicable provincial Sale of Goods legislation (Canada), all conditions, warranties and representations not expressly stated in these Terms 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 apply only to the extent permitted in that state or province.

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 10.10, 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.