Terms of Use

Last updated: [date]

1. About These Terms

1.1 CPD Log is an online record-keeping service for continuing professional development (CPD). It is provided by Fractional Law Limited, a New Zealand company (company number 9041032), registered office 30 Waipuia Place, Greenhithe, Auckland 0632 (we, us, our).

1.2 These terms apply to anyone who creates an account or uses CPD Log, including the website at cpdlog.app, any forwarding email address we give you, and any related apps (together, the Service). You means the person using the Service.

1.3 By creating an account or using the Service, you agree to these terms and to our Privacy Policy. If you don't agree, don't use the Service.

1.4 If you use the Service for your work or on behalf of a firm or organisation, you confirm that you have authority to accept these terms, and the terms apply to you personally and (where relevant) to that firm or organisation.

2. What CPD Log Is, and What It Is Not

2.1 CPD Log is a record-keeping tool. It helps you record CPD activities, store supporting evidence, write reflections, track your progress, and produce records for your own use or for an audit.

2.2 CPD Log does not give legal, regulatory or professional advice, and it does not decide whether you have met your CPD obligations. In particular:

• (a) any indication in the Service that an activity may qualify, is "confirmed", or counts towards a target is a record-keeping aid only. It is not a determination that the activity qualifies under any rules;

• (b) the body that sets your CPD requirements (for example, the New Zealand Law Society) decides what qualifies and whether you have complied. We are not that body, and we are not endorsed by or affiliated with it [unless and until that changes];

• (c) the Service's description of any CPD framework, rule, deadline or requirement is a summary to help you use the Service. It may be incomplete or out of date. The official rules always prevail; and

• (d) reminders, alerts, progress bars and summaries are conveniences. We don't promise they will be sent, accurate or complete.

2.3 We give no assurance that using the Service will mean you comply with any CPD rules, pass an audit, or avoid any consequence of non-compliance.

3. Your Account

3.1 You must be at least 18 to use the Service. The Service is designed for professionals keeping their own CPD records.

3.2 Each account is for one person. Your records belong to you, not to anyone else who may pay for or arrange your subscription (see clause 8.9).

3.3 You must give us a current email address that you control. We use it to sign you in and to contact you about the Service.

3.4 You are responsible for keeping access to your email account and any sign-in links secure. Anyone who can access your email may be able to sign in to CPD Log. Tell us promptly at [support email] if you think someone else has accessed your account.

3.5 We may assign you a unique forwarding email address. Treat it as private. Anything sent to that address may be added to your account.

4. Your Responsibilities

4.1 You remain fully responsible for meeting your own CPD and professional obligations, including:

• (a) planning your CPD and deciding which activities qualify;

• (b) making sure your records are accurate, complete and kept for as long as your rules require;

• (c) checking anything the Service records, suggests or generates for you before relying on it; and

• (d) making any declaration to your professional body. Any declaration you make is yours, whatever the Service shows.

4.2 Keep your own copy. The Service is not a substitute for keeping your own records. We recommend you export your records at least once a year, and before any declaration or audit, and keep that copy somewhere you control.

4.3 Client confidentiality. Don't put information that is confidential to a client or employer, or that is subject to legal privilege, into the Service (including reflections, notes, uploads or forwarded emails). Your professional obligations of confidentiality apply to what you choose to record. If an email or document contains that kind of information, remove it before you send or upload it.

4.4 Other people's information. Forwarded emails, certificates and photos may contain information about other people, such as presenters, providers or fellow attendees. Only upload what you need for your record, and only where you are entitled to share it.

5. Your Content, Including Reflections

5.1 Your content means everything you put into the Service or that is added to your account at your request: activity records, reflections, notes, learning plans, uploaded files, photos, and emails you forward.

5.2 You own your content. We don't claim any ownership of it.

5.3 You give us a non-exclusive, royalty-free licence to host, store, copy, process and display your content only as needed to provide the Service to you, keep it secure, back it up, comply with the law, and fix problems. This licence ends when your content is deleted under clause 14, except for copies we are required by law to keep.

5.4 Reflections are private. We know reflections can be personal and candid. We treat them as private to you. We will not:

• (a) read your reflections or other content, except where you ask us to (for example, to help with a support request), where it is necessary to keep the Service secure or working, or where the law requires it;

• (b) share your content with your professional body, employer or anyone else, unless you ask us to or the law requires it;

• (c) sell your content, or use it for advertising; or

• (d) use your content to train AI models, or allow our service providers to do so.

5.5 If we receive a legal demand for your content (for example, a court order or a statutory notice), we will tell you before we disclose it unless the law prevents us or it isn't practicable.

5.6 You are responsible for your content. You confirm you have the right to upload it and that doing so doesn't breach anyone's rights or any law.

6. Automated and AI-assisted Features

6.1 Some features use automated tools, including artificial intelligence (AI) provided by third parties, to read what you send us and turn it into draft records. For example: reading a forwarded course confirmation, reading a photo of a certificate, or turning a chat message into an activity entry.

6.2 Anything the Service creates this way is a draft for you to check. It may contain mistakes: wrong dates, hours, providers or categories; duplicated or merged activities; or missing information. You are responsible for reviewing and correcting it before relying on it.

6.3 To provide these features, the content you submit is sent to our AI provider for processing. We only use AI providers that agree not to use your content to train their models [and that delete it within x days of processing — confirm against provider terms].

6.4 Prompts to write reflections are suggestions only. What you write, and whether it meets your rules, is up to you.

6.5 We may change, add or remove automated features, or change AI providers, at any time.

7. Privacy and Security

7.1 We handle personal information in line with the Privacy Act 2020 and our Privacy Policy. The Privacy Policy explains what we collect, why, who we share it with, and how to access or correct your information.

7.2 We use third-party service providers to run the Service, including for hosting, database storage, email processing, AI processing and payments. Some of them store or process information outside New Zealand, including in [Australia / the United States — confirm]. We choose providers that protect information to a standard comparable to New Zealand law, and we list them in our Privacy Policy.

7.3 We take reasonable steps to keep your content secure, including encryption in transit and at rest, and restricted access. But no online service is completely secure, and we can't promise that your content will never be accessed without authorisation, lost or corrupted.

7.4 If a privacy breach affecting your information is likely to cause serious harm, we will notify you and the Privacy Commissioner as the Privacy Act requires.

8. Subscriptions, Fees and Payment

8.1 We may offer free and paid plans. The features and price of each plan are shown on our website or in the Service before you subscribe.

8.2 Prices are in New Zealand dollars and [include GST / are exclusive of GST / GST is not charged], unless we say otherwise.

8.3 Paid subscriptions are billed in advance, [monthly or annually], and renew automatically at the end of each period unless you cancel before the renewal date. We will remind you by email at least [14] days before an annual subscription renews.

8.4 Payments are processed by our payment provider, [Stripe]. Your card details go directly to the payment provider. We don't receive or store your full card number. We do keep billing records such as your name, billing email, plan, amounts paid, the card type and its last four digits, and payment history, so we can manage your subscription and meet our tax and accounting obligations.

8.5 If a payment fails, we will tell you and try again. If it still hasn't been paid after [14] days, we may move your account to the free plan or restrict it to read-only and export access. We will not delete your content because a payment failed, except under clause 14.

8.6 We may change our prices. We will give you at least [30] days' notice by email before a price change applies to you, and it will take effect from your next renewal. If you don't want to pay the new price, you can cancel before it takes effect.

8.7 You can cancel at any time in your account settings. Cancellation takes effect at the end of your current paid period, and you keep paid access until then.

8.8 Fees are not refundable, except:

• (a) where required by law;

• (b) if you cancel within [14] days of first subscribing or of an annual renewal, in which case we will refund that payment in full; or

• (c) under clauses 10.2, 14.2 or 15.2.

8.9 If a firm or another person pays for your subscription, the records in your account are still yours. They don't get access to your content unless you give it to them. If they stop paying, you can keep using the free plan or pay yourself, and you can always export your records.

9. Acceptable Use

9.1 You must not:

• (a) use the Service to create false or misleading CPD records, or to help anyone mislead a professional body;

• (b) upload anything unlawful, or anything that infringes someone else's rights;

• (c) upload malware, or try to disrupt, overload or gain unauthorised access to the Service or anyone else's account;

• (d) copy, reverse engineer, scrape or resell the Service, or use it to build a competing product;

• (e) share your account or forwarding address with others, or use automated means to access the Service other than features we provide; or

• (f) use the Service in breach of any law.

9.2 We don't monitor your content. But if we reasonably believe you are breaching this clause, we may take action under clause 14.

10. Availability, Changes and Third-party Services

10.1 We aim to keep the Service available and working, but we don't promise it will be uninterrupted, error-free or available at any particular time, including near a CPD deadline. We may need to suspend it for maintenance, updates or security reasons, and we will try to give notice of planned downtime.

10.2 We may change the Service, including adding, changing or removing features. If we remove a feature that is a material part of a paid plan, we will give you reasonable notice and you may cancel and receive a pro-rata refund of fees paid for the period after the change.

10.3 The Service relies on third parties, including hosting, email, AI and payment providers, and on emails you forward from course providers. We are not responsible for those third parties' services, or for emails that are delayed, filtered as spam, or not delivered to us.

10.4 Links to third-party websites, such as course providers or professional bodies, are for convenience. We don't control or endorse them.

11. Intellectual Property

11.1 We (and our licensors) own the Service, including its software, design, text, framework summaries, reflection prompts and branding. These terms don't transfer any of those rights to you.

11.2 We give you a personal, non-exclusive, non-transferable licence to use the Service for keeping your own CPD records, in line with these terms, while your account is open.

11.3 Records and reports you export from the Service are yours to use however you like, including giving them to your professional body.

11.4 If you send us feedback or suggestions, we may use them without any obligation to you.

12. Your Consumer Rights, and Our Liability

12.1 Consumer law. Nothing in these terms limits any rights you have under the Consumer Guarantees Act 1993, the Fair Trading Act 1986 or any other law that can't be excluded by agreement.

12.2 Business use. If you acquire the Service for the purposes of a business (including your professional practice or employment), you agree that:

• (a) the Consumer Guarantees Act 1993 does not apply, as permitted by section 43 of that Act; and

• (b) sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 do not apply, as permitted by section 5D of that Act,

and that this is fair and reasonable given the nature and price of the Service.

12.3 No other warranties. Except as set out in these terms or required by law, the Service (including anything generated by automated or AI features) is provided "as is" and "as available", without any warranty, representation or guarantee. In particular, we don't warrant that the Service is suitable for meeting any CPD or professional requirement.

12.4 What we are not liable for. To the extent the law allows, we are not liable to you, whether in contract, tort (including negligence), under statute or otherwise, for:

• (a) any failure by you to meet CPD or professional obligations, or any audit finding, sanction, disciplinary action, cost or consequence that follows;

• (b) any decision you make, or declaration you give, based on the Service;

• (c) errors in records created by automated or AI features that you did not check;

• (d) loss or corruption of content, except to the extent caused by our failure to take reasonable care (clause 4.2 recommends keeping your own copy); or

• (e) loss of profits, revenue, income, opportunity, reputation or goodwill, or any indirect or consequential loss.

12.5 Cap. To the extent the law allows, our total liability to you for all claims arising from or connected with the Service or these terms is limited to the greater of (a) the fees you paid us in the 12 months before the event giving rise to the claim, and (b) NZ$[100].

12.6 Your share. Our liability is reduced to the extent that you, or anyone acting for you, caused or contributed to the loss.

12.7 This clause continues to apply after your account ends.

13. Indemnity

13.1 If you use the Service for the purposes of a business, you indemnify us against any third-party claim, and reasonable costs, arising from content you upload in breach of these terms or from your breach of clause 9. This doesn't apply to the extent the claim was caused by us.

14. Suspension, Closing Your Account and Your Data

14.1 You can close your account at any time in your account settings or by emailing [support email].

14.2 We may suspend or close your account:

• (a) if you materially breach these terms and, where the breach can be fixed, you don't fix it within 14 days of our notice;

• (b) immediately, if it is reasonably necessary to protect the Service, other users or us, or to comply with the law; or

• (c) if we decide to stop providing the Service, on at least [90] days' notice.

If we close your account under (c), we will refund any fees you have paid for the period after closure.

14.3 Exporting your records. Before closing your account, export your records. After any closure (other than under 14.2(b) where the law prevents it), you will have at least [30] days to sign in and export your records in a read-only mode. If we stop providing the Service, that period will be at least [90] days.

14.4 Deletion. After the export period, we will permanently delete your content from the live Service. Copies in our backups are deleted on our normal backup cycle, within [90] days. We may keep limited information where the law requires (for example, billing records for tax purposes) or where needed to resolve a dispute.

14.5 Inactive accounts. We won't delete an account just because it is inactive. [Optional: If we ever decide to remove accounts inactive for 3 years or more, we will email you at least 60 days beforehand so you can export your records.]

14.6 Clauses 5.5, 11, 12, 13, 14 and 15 continue to apply after your account closes.

15. Changes to These Terms, and General

15.1 We may change these terms. If a change is material and adverse to you, we will email you at least [30] days before it takes effect. Other changes take effect when we publish them on our website.

15.2 If you don't agree to a material change, you can close your account before it takes effect, and we will refund any fees you have paid for the period after closure. If you keep using the Service after the change takes effect, the new terms apply.

15.3 Notices. We will send notices to the email address on your account. You can send notices to [support email]. An email is treated as received when sent, unless the sender gets a delivery failure.

15.4 Disputes. If you have a problem, contact us first at [support email] and we will try to resolve it within 30 days. If we can't, either of us may refer the dispute to mediation in New Zealand under the Mediation Protocol of the Arbitrators' and Mediators' Institute of New Zealand (AMINZ), with costs shared equally. This doesn't stop either of us seeking urgent relief from a court, and it doesn't limit your right to go to the Disputes Tribunal or to use any other consumer remedy.

15.5 Governing law. These terms are governed by New Zealand law. The New Zealand courts have non-exclusive jurisdiction.

15.6 Events outside our control. We are not liable for delay or failure caused by events beyond our reasonable control, such as outages at our service providers, internet failures, natural disasters or cyber attacks by third parties.

15.7 Transfer. You may not transfer your rights under these terms. We may transfer them to a buyer of all or part of our business, provided the buyer agrees to be bound by these terms. We will tell you if this happens.

15.8 Whole agreement. These terms and our Privacy Policy are the whole agreement between us about the Service. If any part of these terms is unenforceable, the rest continues to apply. If we don't enforce a right, we haven't waived it.

15.9 Contact. Fractional Law Limited, PO Box 102 144, North Shore Mail Centre 0745. Email: [support email].