Terms of service

1. Acceptance of terms

By creating an account, clicking "I Agree," or using the services provided by ENDLESS MARTECH LIMITED ("we," "us," or "our"), you ("Client," "you") agree to be bound by these Terms of Service ("Agreement"). If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms.

2. The service

2.1 Provision: We provide a software-as-a-service platform designed to generate customer feedback and monitor staff performance (the "Service"). We grant you a non-exclusive, non-transferable right to access and use the Service during the Term.

2.2 "As is" basis: You acknowledge that the Service is provided on an "as is" and "as available" basis. We may modify, update, or deprecate features of the Service from time to time to improve the product.

3. Fees and payment

3.1 Billing: Fees are payable in advance via credit card or our designated payment processor.

3.2 Price changes: We reserve the right to adjust pricing for the Service. We will provide you with at least 30 days' written notice (via email or in-app notification) before any price increase takes effect. Continued use of the Service after this notice period constitutes your agreement to the new fees.

3.3 Taxes: All fees are exclusive of GST unless stated otherwise. You are responsible for paying all applicable taxes.

4. Cancellation and termination

4.1 Cancellation by you: You may cancel your subscription at any time via your account settings. Cancellation will take effect at the end of the current billing cycle. No refunds will be issued for partial months.

4.2 Termination by us: We may suspend or terminate your access immediately without notice if: (a) you breach this Agreement; (b) you fail to pay fees when due; (c) you use the Service for any unlawful purpose.

5. Data security and privacy

5.1 Privacy Act: We collect and handle data in accordance with the New Zealand Privacy Act 2020.

5.2 Security measures: We utilise industry-standard encryption (HTTPS/TLS) for data in transit and best practices for data at rest.

5.3 Limitation of security: You acknowledge that no method of transmission over the Internet is completely secure. While we strive to protect your personal information and Client Data, we cannot guarantee its absolute security. You transmit data at your own risk.

5.4 Liability for breaches: To the extent permitted by law, we are not liable for any unauthorised access, hacking, or data loss that occurs despite our reasonable security measures.

5.5 Client data warranty: You represent and warrant that you have obtained all necessary rights, releases, and consents (including those required by the Privacy Act 2020 and the Unsolicited Electronic Messages Act 2007) from your customers to allow us to process their data.

5.6 Role of parties: You acknowledge that you are the "Data Controller" and we are the "Data Processor." You are solely responsible for the accuracy, legality, and means by which you acquired the Client Data.

6. Intellectual property

6.1 Our IP: We retain all right, title, and interest in the Service, including source code, algorithms, designs, and usage data ("Background IP"). Nothing in this Agreement grants you ownership of our software.

6.2 Your data: You retain full ownership of the data, content, and customer lists you upload to the Service ("Client Data").

6.3 Licence: You grant us a worldwide, royalty-free licence to use, host, store, and modify your Client Data solely as necessary to provide the Service to you (e.g., sending emails on your behalf).

7. Warranties and disclaimers

7.1 B2B context: You agree that you are acquiring the Service for the purposes of a business and that the Consumer Guarantees Act 1993 does not apply to the Service.

7.2 Disclaimer: We do not warrant that the Service will be uninterrupted, error-free, or free of viruses. We are not responsible for delays, delivery failures, or other damage resulting from problems inherent in the use of the internet and electronic communications.

8. Limitation of liability

8.1 Cap on liability: To the maximum extent permitted by NZ law, our total aggregate liability to you for any claim arising out of or relating to this Agreement (whether in contract, tort, negligence, or otherwise) is limited to the amount of fees actually paid by you to us in the three (3) months preceding the event giving rise to the claim.

8.2 Exclusion of damages: In no event shall we be liable for any: (a) indirect, special, incidental, or consequential damages; (b) loss of profits, revenue, or business opportunities; (c) loss or corruption of data.

9. Indemnity

You agree to indemnify and hold us harmless from any claims, damages, liabilities, costs, and expenses (including legal fees) arising from your use of the Service, your violation of these Terms, or your violation of any third-party rights (including privacy rights of your customers).

10. Governing law

This Agreement is governed by the laws of New Zealand. You submit to the exclusive jurisdiction of the courts of New Zealand (and specifically Christchurch, where applicable) for any disputes.

11. Changes to terms

We reserve the right to modify this Agreement at any time. We will provide you with reasonable notice of any material changes via email or an in-app notification. Your continued use of the Service after the effective date of such changes constitutes your acceptance of the modified terms. If you do not agree to the new terms, your sole remedy is to stop using the Service and cancel your account.