Technology Partner Agreement Terms and Conditions

Gallagher makes available several SDK packages. These Terms and Conditions govern the access and use of all of our SDK packages.  

 

1. Term

1.1 This Agreement will commence on the date of acceptance of your Application Form by Gallagher or on the provision of the SDK to you and will continue in effect until terminated in accordance with this Agreement.

1.2 Gallagher will be deemed to have accepted your Application Form on provision of the SDK to you.

 

2. Grant of Intellectual Property

2.1 Subject to your compliance with this Agreement, we will provide you with access to our Intellectual Property in the SDK and grant you a royalty-free, non-exclusive, non-sublicensable and non-transferable licence to download, access and use that Intellectual Property and, subject to clause 8, the Gallagher trademarks during the term of this Agreement, solely to the extent required for you to perform the work identified in the Application Form or as otherwise agreed in writing with Gallagher.

2.2 All Intellectual Property that is in existence prior to this Agreement or that is developed independently of this Agreement will remain owned by that party. Any Intellectual Property that is developed by you in relation to this Agreement will be owned by you and, on request, may be licensed to Gallagher on terms to be agreed.

 

3. Use of the SDK

3.1 You must only use the SDK for the purpose as set out in the Application Form. The details set out in the Application Form may not be varied without Gallagher’s prior written consent. A variation of the Application Form may be approved at Gallagher’s sole discretion. A variation of the Application Form without Gallagher’s consent will be considered a breach of the Agreement.

3.2 You will test all integrations and, at your sole expense, ensure that the integration is at all times in compliance with applicable industry standards.

3.3 You must not reverse engineer, decompile, decrypt, disassemble or otherwise attempt (or permit your personnel) to discover the source code of Gallagher Products (other than any code provided in source code form as part of the SDK).

3.4 You will be solely responsible for the security of the integration including, but not limited to, cybersecurity and will ensure that a secure environment that meets or exceeds applicable industry standards and relevant laws is established prior to any distribution, sale, or use of the Integrated Products.

3.5 You may not access or use the SDK to create products that may be considered by Gallagher to be competitive with any Gallagher product or service existing as at the commencement date.

3.6 If you suspect or discover or are notified of any breach in the security of the Gallagher Products, integration, or Integrated Products, you will immediately notify Gallagher of the details of the breach, followed by regular status and action plan reports. If you identify any other issues with the SDK which cause it to deviate from its description, you must notify us in writing, and we will then use commercially reasonable efforts to correct the issue. This commitment is our only obligation in relation to any defects in the SDK.

3.7 You will comply with all applicable laws in relation to the performance of this Agreement, including applicable privacy laws, and obtain all necessary permits and government or third-party approvals relating to the integration. You must protect all Personal Data of customers of the Integrated Products. See also clause 5 (Data Protection).

3.8 We do not provide support for the SDK under this Agreement. We may, but have no obligation to, make updates, patches or other changes to the SDK available during the term. You must endeavour to use the latest version of the SDK made available by Gallagher.

3.9 Although we do not charge you directly for access to the SDK, we may charge for the SDK to be enabled on an end user’s licence.

3.10 You agree that you will take all necessary steps to ensure that your employees, contractors and agents comply with the covenants, obligations and liabilities of this Agreement that apply to you.

 

4. Facial Recognition Technology 

4.1 If your integration includes or enables facial recognition or biometric identification technology, the following additional obligations apply: 

4.1.1 You must only use facial recognition features for access control and identity verification purposes directly related to your Integrated Product. You must not use facial recognition for mass surveillance, emotion detection, or discriminatory profiling.

4.1.2 You are solely responsible for complying with all applicable facial recognition, biometric data, and AI laws in every jurisdiction where you deploy your Integrated Product.

4.1.3 You must not transmit, store, or otherwise transfer any biometric data to Gallagher or Gallagher’s systems. All biometric data must remain solely within your own systems and under your control.

4.1.4 You must obtain all required consents from individuals before collecting or processing their biometric data. You must provide clear signage and privacy notices where facial recognition is in operation.

4.1.5 You must only collect the minimum biometric data necessary and must not retain raw facial images where a biometric template is sufficient. Biometric data must be deleted within 90 days of the data no longer being required for the purpose for which it was collected, unless a longer period is required by law.

4.1.6 You must conduct annual bias and accuracy testing across demographic groups and provide the results to us on request.

4.1.7 If you become aware of any breach involving biometric data, you must notify us within 24 hours. 

4.1.8 Any claims arising from your use of facial recognition technology (including claims relating to failure to obtain consent, algorithmic bias, or non-compliance with biometric data laws) are covered by your indemnity obligations under clause 12. 

4.1.9 You must maintain records of your facial recognition deployments for a minimum of 5 years. We may audit your compliance with these provisions on 30 days’ written notice.

 

5. Data Protection 

5.1 You must comply with all applicable data protection and privacy laws in every jurisdiction where you deploy your Integrated Product or process personal data.

5.2 You are the controller of any Personal Data you collect or process through your Integrated Product. We do not receive Personal Data from your Integrated Product under this Agreement. If a specific integration requires Personal Data to be transferred to us, the transfer must be agreed in writing and you must enter into a separate data processing agreement with us on our standard terms before the transfer occurs.

5.3 You must not transfer personal data across borders unless you have appropriate transfer mechanisms in place as required by applicable law.

5.4 You must notify us without undue delay, and in any event within 72 hours, if you become aware of a Personal Data breach that affects, or is reasonably likely to affect, Gallagher’s systems, data, customers, products or legal obligations. You must cooperate with us in investigating and responding to that breach.

5.5 You must implement appropriate technical and organisational security measures, including encryption, access controls, and regular security testing.

5.6 If we receive a data subject request that reasonably relates to your Integrated Product or Personal Data processed by you in connection with it, you must provide the reasonable assistance we request so that the request can be addressed within applicable timeframes

5.7 You must maintain appropriate records of any third parties who have access to personal data processed through your Integrated Product.

5.8 We may require you to complete a data protection impact assessment before deploying an integration that processes sensitive or high-risk Personal Data, including Biometric Data.

 

6. AI and Responsible Technology 

6.1 If your integration uses or incorporates AI, you must notify us and provide details of the AI components.

6.2 You must ensure any AI complies with all applicable AI legislation (including the EU AI Act where relevant).

6.3 You must not use AI for mass surveillance, social scoring, or manipulation of individuals. 

6.4 You must ensure meaningful human oversight of any AI that makes decisions affecting individuals.

6.5 You are solely responsible for the ethical development and deployment of AI within your integration. 

 

7. Cybersecurity

7.1 You must maintain security measures that meet or exceed industry best practice, including annual penetration testing of your integration. 

7.2 You must promptly remediate any vulnerabilities identified in your integration. Critical vulnerabilities must be patched within 30 days of identification. 

7.3 You must provide us with evidence of your security posture on request, including penetration test reports and vulnerability assessments. 

 

8. Marketing and Gallagher Trademarks 

8.1 You may not use any Gallagher trademarks or brand name or make any public statements regarding Gallagher or Gallagher Products without our prior written approval. 

8.2 Any use of the Gallagher brand name or Gallagher trademarks must be in compliance with any guidelines provided by us from time to time.

8.3 You acknowledge that you will not challenge Gallagher’s ownership of its trademarks or use or register identical trademarks or any similar name or mark anywhere in the world, unless otherwise approved in writing by Gallagher.  

 

9. Confidentiality 

9.1 You acknowledge and agree that you will keep this Agreement and its terms and Gallagher’s Confidential Information (including the Intellectual Property) strictly confidential and will take all reasonable legal steps necessary to prevent it being used or disclosed. 

9.2 You may only use Gallagher’s Confidential Information for the purpose of exercising your rights or performing your obligations under this Agreement. 

9.3 The obligations in this clause 9 do not apply to the extent the disclosure is required by law or where the Confidential Information is publicly available. 

9.4 You may only disclose the Confidential Information to your directors, officers, employees and contractors who have a need to have access and provided such individuals are under written obligations of confidentiality no less restrictive than those in this Agreement. 

9.5 You must immediately notify Gallagher if you become aware of or suspect the unauthorized use of Gallagher’s Confidential Information. 

 

10. Termination

10.1 Either party may terminate this Agreement by written notice if: 

10.1.1 the other party breaches this Agreement and the breach is not remedied within fifteen (15) working days’ notice (or such timeframe as otherwise agreed by the parties, acting reasonably); or 

10.1.2 the other party becomes subject to insolvency, liquidation, receivership or bankruptcy proceedings. 

10.2 We reserve the right to limit or suspend your access or use of the SDK if we have reasonable grounds to believe that you have breached this Agreement or have used the SDK in a manner that is fraudulent, abusive or otherwise in violation of any applicable law (including privacy laws). 

10.3 We may terminate this Agreement at any time on 90 days’ written notice to you. 

10.4 We may also terminate this Agreement immediately if you undergo a change of control. You must notify us within 10 business days of any change of control of your organisation. For this purpose, ‘change of control’ means any change in the direct or indirect ownership of more than 50% of your voting rights or assets. 

10.5 On termination, all licences and rights granted by Gallagher to use Gallagher’s Intellectual Property, including the name “Gallagher” and Gallagher trademarks, immediately cease. You must immediately cease all new development, distribution and sale of any Integrated Product that uses Gallagher’s Intellectual Property. At Gallagher’s discretion and subject to any conditions Gallagher specifies, Gallagher may permit limited continued use of the SDK solely to support or securely transition Integrated Products deployed before termination. Gallagher may refuse or withdraw that permission where continued use creates a security, legal, misuse or material breach risk. 

10.6 You must, at our election, destroy or return our Confidential Information provided to you and certify in writing that you have done so. 

10.7 You must delete or anonymise all Personal Data and Biometric Data processed through your Integrated Product within 30 days of termination, except to the extent retention is required by applicable law. You must certify in writing that you have complied with this obligation. 

10.8 Clauses 9 (Confidentiality), 11 (Warranties), 12 (Indemnification, Insurance and Limitation of Liability), and 13 (General) will survive the termination or expiry of this Agreement. 

 

11. Warranties

11.1 Please note that we do not provide any warranties, guarantees or representations in relation to our Intellectual Property and Gallagher Products (except to the extent set out in Gallagher’s standard warranty policy as made available to you) and all such warranties expressed or implied by law, to the extent permissible by law, are excluded. You acknowledge that the SDK is provided ‘as is’ and ‘as available’ and we disclaim all warranties of security, merchantability, non-infringement, uninterrupted operation or use, or fitness for a particular purpose. 

 

12. Indemnification, Insurance and Limitation of Liability 

12.1 You agree to indemnify, defend and hold harmless Gallagher, its Related Companies, and their respective directors, officers, employees, agents and contractors from and against all losses, claims, costs, fines, proceedings, penalties, damages and expenses of any kind, including legal fees on a solicitor-client basis, arising out of or connected with: (i) any breach by you of this Agreement; (ii) any claim alleging infringement of any third-party patent, trade mark, copyright, trade secret or other Intellectual Property right by your software, products, systems or services, alone or in combination with any other product or service, except to the extent the infringement is directly and solely attributable to Gallagher’s Intellectual Property; (iii) a data breach to the extent caused or contributed to by your breach of this Agreement, negligence, wilful misconduct, systems or data-handling practices; or (iv) any actual or alleged death or injury to any person or damage to property arising from your breach of this Agreement, negligent act or omission, wilful misconduct or use of the Integrated Products. 

12.2 Notwithstanding any other provision in this Agreement and to the extent permitted by law, our total liability under or in connection with this Agreement, our Intellectual Property, the Gallagher Products or the integration (whether arising in contract, tort, negligence, statute, under an indemnity or otherwise) is limited to NZD$100,000. 

12.3 We will not be liable to you for any indirect, special, incidental or consequential damages, loss of revenue, loss of profits or loss of business opportunity or any loss or damage suffered by a third party resulting from or arising out of this Agreement or in connection with the Integrated Products, Gallagher Products or our Intellectual Property.

 

13. General

13.1 You may not assign, novate, or otherwise transfer your rights or obligations under this Agreement without our prior written consent. 

13.2 You must comply with our Contractor Conduct Policy. 

13.3 No agency, partnership or joint venture is created by or under this Agreement. You are an independent contractor operating as a separate and independent business. 

13.4 This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements, understandings, or negotiations whether oral or written. 

13.5 In the event that any part or provision of this Agreement is held to be invalid, illegal or unenforceable by law, such part or provision shall be deemed to be deleted from this Agreement and the remainder of this Agreement shall continue in full force and effect. 

13.6 We may amend these terms from time to time. We will give you at least 30 days’ written notice of material changes. If you object to any material change, you may terminate this Agreement by written notice to us before the change takes effect, without penalty. Your continued use of the SDK after the notice period constitutes acceptance. 

13.7 Neither party is liable for failure to perform its obligations where that failure is caused by events beyond its reasonable control. If a force majeure event continues for more than 90 days, either party may terminate this Agreement by written notice. 

13.8 All notices under this Agreement must be in writing. Notices to you will be sent to the email address on your Application Form (or as updated by you). Notices to us must be sent to tech.partner.program@security.gallagher.com. Notices are deemed received on the next business day after sending. 

13.9 We may audit your compliance with this Agreement on 30 days’ written notice. If an audit reveals non-compliance, you must bear the reasonable costs of the audit. 

13.10 A failure or delay by a party to exercise a right under this Agreement does not waive that right. A waiver is effective only if given in writing.

13.11 This Agreement may be accepted in counterparts and by electronic signature or other electronic acceptance method approved by Gallagher. Each counterpart forms part of the same agreement. 

13.12 You acknowledge that a breach of the provisions relating to Intellectual Property, confidentiality or security may cause harm for which damages may not be an adequate remedy. Gallagher may seek urgent injunctive or equitable relief in addition to any other remedy. 

13.13 Gallagher may assign or novate this Agreement to a Related Company or in connection with a sale, transfer or reorganisation of all or part of its business by written notice to you. 

13.14 This Agreement is governed by the laws of New Zealand. 

13.15 If you participate in the Gallagher Technology Partner Program, the Program Terms also apply and form part of this Agreement. Participation in, removal from, or movement between Tiers does not of itself change your access to or permitted use of the SDK. Any suspension or termination of SDK access is governed by this Agreement. If there is any inconsistency between the Application Form, these Terms and Conditions and the Program Terms, the documents prevail in that order to the extent of the inconsistency. 

13.16 You must comply with all applicable export control and trade sanctions laws. You must not export, re-export, or transfer the SDK or any Integrated Product to any country, entity, or person prohibited under applicable export control laws without first obtaining all required government authorisations.

 

10. Defined terms in this Agreement:

‘Agreement’ means the Application Form at Exhibit A together with the terms and conditions at Exhibit B. 

‘Application Form’ means the ‘Application Form’ at Exhibit A to be a Technology Partner. 

‘Confidential Information’ means any non-public technical, commercial, product, security or other information, regardless of how it is stored or delivered, disclosed before, on or after the date of this Agreement in connection with this Agreement or the parties’ relationship. It excludes information that is or becomes publicly available other than through a breach of this Agreement. Gallagher’s Intellectual Property and the terms of this Agreement are Gallagher’s Confidential Information. 

‘Gallagher’ means Gallagher Group Limited. References to Gallagher’s Related Companies do not make those entities parties to this Agreement. 

‘Contractor Conduct Policy’ means Gallagher’s contractor conduct policy as made available to you or as published on our website, as updated from time to time. 

‘Endorsed Technology Partner’ means a Technology Partner that has been endorsed by Gallagher in accordance with the endorsement process set out in the Program Terms. 

‘Gallagher Products’ means the Gallagher products, software and services which incorporate Gallagher’s Intellectual Property. 

‘Integrated Product’ means the product created by you which has interconnectivity with a Gallagher Product. 

‘Intellectual Property’ means any and all intellectual property rights including patents, inventions, copyright, registered design, trade mark, or other industrial or intellectual property right and applications or rights to apply for any of them. 

‘Related Company’ has the meaning given to that term in the Companies Act 1993. 

‘SDK’ means the Software Developer’s Kit as identified by you in the Application Form, which may include APIs and other content, information and materials relevant for interconnectivity with a Gallagher Product. 

'Technology Partner' means the entity named as the applicant in the Application Form in Exhibit A. 

‘Program Terms’ means the Gallagher Tiered Technology Partner Program Terms and Conditions. 

‘Program’ means the Gallagher Technology Partner Program as described in the Program Terms. 

‘Tier’ means the level within the Technology Partner Program at which you are placed. 

‘Personal Data’ has the meaning given to it under applicable data protection law. 

‘Biometric Data’ means data resulting from specific technical processing relating to the physical, physiological, or behavioural characteristics of a natural person, which allows or confirms the unique identification of that natural person, including facial images and fingerprint data.