Terms of service.
1 APPLICATION OF AGREEMENT
1.1 This Agreement applies to your use of the Services (as that term is defined below). By clicking [I agree]:
a you agree to this Agreement; and
b where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorised to, and do in fact, agree to this Agreement on that person’s behalf and that, by agreeing to this Agreement on that person’s behalf, that person is bound by this Agreement.
1.2 If you do not agree to this Agreement, you are not authorised to access and use the Online Services or the Materials, and you must immediately stop doing so.
2 CHANGES
2.1 We may change this Agreement at any time by notifying you of the change by email or by posting a notice on the Website. Unless stated otherwise, any change takes effect from the date set out in the notice. You are responsible for ensuring you are familiar with the latest Agreement. By continuing to access and use the Online Services from the date on which this Agreement is changed, you agree to be bound by the changed Agreement.
2.2 The Agreement was last updated on 30 April 2023.
3 INTERPRETATION
3.1 Definitions: In this Agreement:
Agreement: means this agreement titled Sprintify Subscription Agreement.
Approved Purpose: means:
▲ Training in the Sprintify Framework and Methodology and for Personal Use in a Business Context; and
▲ If you are Certified in a Sprintify Professional Qualification, you are certified to deliver training in accordance with clause 7.
Brands: means Sprintify and any of our other brands, trade marks, logos and/or designs that we allow you to use if you are a Professionally certified Sprintify Professional, as notified by us to you from time to time.
Certificate Qualification: means a qualification certificate obtainable by you by achieving at least 80% in the Fundamentals of Sprintify Training Course.
Professionally certified Sprintify Professional: means an individual we have certified as having achieved a Sprintify Professional qualification.
Sprintify Code of Conduct: means personal code of conduct when operating as a member of the Global Sprintify Team. Members agree to operate with an Open-mind, Honesty and Integrity, Resilience, Respect, Commitment and Best-self in pursuit of the goal and in interactions with team members and other people.
Confidential Information: means any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the provision and use of the Services. Our Confidential Information includes Intellectual Property owned by us (or our licensors), including the Sprintify Software and the Materials. Your Confidential Information includes the Data.
Data: means all data, content, and information (including Personal Information) owned, held, used or created by or on behalf of you that is stored using, or inputted into, the Online Services.
Fees: means the applicable fees set out on our pricing page on the Website at www.sprintify.me or as agreed otherwise in writing between you and us, as may be updated from time to time in accordance with clause 9.3.
Force Majeure: means an event that is beyond the reasonable control of a party, excluding:
▲ an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or
▲ a lack of funds for any reason.
Global Sprintify Team Members Club Portal: means the Global Sprintify Team Members Club portal accessible via the Website.
Intellectual Property Rights: includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.
Materials: means all hard copy and digital materials made available by us through the Online Services or in connection with any training provided by us, including the materials listed in clause 4.4.
Objectionable: includes being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.
Online Services: means the services available via the Website, as the Website is updated from time to time, including the Global Sprintify Team Members Club, the Sprintify Goal Activation Station and the Online Training Courses.
Online Training Courses: means:
▲ as at the Start Date:
- Fundamentals of Sprintify; and
- Sprintify University; and
▲ any other training courses on the Website as updated from time to time.
Personal Information: has the meaning given in the Privacy Act 2020.
Related Services: means any further services that we agree to provide to you under this Agreement.
Services: means the Online Services and any Related Service.
Sprintify Goal Activation Station: means the Sprintify goal activation platform accessible via the Website.
Sprintify Professional Qualifications: means the Sprintify professional qualifications as described on the Website.
Sprintify Software: means the software owned by us (and our licensors) that is used to provide the Online Services.
Start Date: means the date you set up an account to use the Services.
Subscription Period: means the length of your subscription to the Online Services that you selected when you signed up for the Online Services.
Underlying Systems: means the Sprintify Software, IT solutions, systems and networks (including software and hardware) used to provide the Services, including any third party solutions, systems and networks.
Website: means the internet site at www.sprintify.me, or such other site notified to you by us.
Year: means a 12 month period starting on the Start Date or the anniversary of that date.
3.2 Interpretation: In this Agreement:
a clause and other headings are for ease of reference only and do not affect the interpretation of this Agreement;
b words in the singular include the plural and vice versa;
c a reference to:
i a party to this Agreement includes that party’s permitted assigns;
ii personnel includes officers, employees, contractors and agents, but a reference to your personnel does not include us;
iii a person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity;
iv including and similar words do not imply any limit; and
v a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them; and
d no term of this Agreement is to be read against a party because the term was first proposed or drafted by that party.
4 ABOUT SPRINTIFY
4.1 Description: Sprintify is a goal attainment, training, personal development and networking platform.
4.2 Grant of licence: We grant to you, and you accept, a non-exclusive and non-transferable licence for the duration of this Agreement to use the Online Services and the Materials for the Approved Purpose and on the terms and conditions of this Agreement.
4.3 Online Services: A licence to use the Online Services includes access to:
a the Global Sprintify Team Members Club Portal;
b the Online Training Courses;
c the Fundamental Certificate Qualification;
d the Sprintify Goal Activation Station; and
e Sprintify Professional Qualifications (subject to an additional cost).
4.4 Materials: A licence to the Materials includes the right to use:
a the Sprintify framework checklist;
b Sprintify step checklists;
c the Sprintify action, issue, risk register;
d the Sprintify Goal Activation Station;
e the Sprintify goal activation dashboard; and
f the knowledge vault.
4.5 Sprintify Professional Qualifications: If you have completed a Sprintify Professional Qualification, for as long as you maintain your subscription:
a you may advertise such completion for your own commercial gain;
b your qualification reference number will be publicly available on the Website; and
c you may receive invitations to join Sprintify member groups on other platforms from time to time.
5 PROVISION OF SERVICES
5.1 General: We must use reasonable efforts to provide the Services:
a in accordance with this Agreement and applicable law;
b exercising reasonable care, skill and diligence; and
c using suitably skilled, experienced and qualified personnel.
5.2 Non-exclusive: Our provision of the Services to you is non-exclusive. Nothing in this Agreement prevents us from providing the Services to any other person.
5.3 Availability:
a Subject to clause 5.3b, we will use reasonable efforts to ensure the Online Services are available on a 24/7 basis. However, it is possible that on occasion the Online Services may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. We will use reasonable efforts to publish on the Website advance details of any unavailability.
b Through the use of web services and APIs, the Online Services interoperate with a range of third party service features. We do not make any warranty or representation on the availability of those features. Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make that feature available to you. To avoid doubt, if we exercise our right to cease the availability of a third party feature, you are not entitled to any refund, discount or other compensation.
5.4 Additional Related Services:
a We may, from time to time, make available additional services to supplement the Online Services and the Materials.
b At the request of you and subject to you paying the applicable Fees, we may agree to provide to you an additional Related Service on the terms of this Agreement.
6 YOUR OBLIGATIONS
6.1 General use: You must:
a use the Services in accordance with this Agreement solely for lawful Approved Purposes;
b conduct yourself in accordance with the Sprintify Code of Conduct;
c not resell or make available the Services or Materials to any third party, or otherwise commercially exploit the Services or Materials, except as expressly provided for in this Agreement; and
d not copy or download (except as reasonably required for the Approved Purpose), translate, resell, modify, sub-license or otherwise deal in the Materials except as expressly provided for in this Agreement.
6.2 Access conditions: When accessing the Online Services, you must:
a not impersonate another person or misrepresent authorisation to act on behalf of others or us;
b correctly identify the sender of all electronic transmissions;
c not attempt to undermine the security or integrity of the Underlying Systems;
d not use, or misuse, the Online Services or the Materials in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Online Services or the Materials;
e not attempt to view, access or copy any material or data other than:
i that which you are authorised to access; and
ii to the extent necessary for you and your personnel to use the Online Services and the Materials in accordance with this Agreement; and
f neither use the Online Services or the Materials in a manner, nor transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading.
6.3 Authorisations: You are responsible for procuring all licences, authorisations and consents required for you to use the Online Services, including to use, store and input Data into, and process and distribute Data through, the Online Services.
7 SPRINTIFY PROFESSIONAL CERTIFICATION
7.1 Application: This clause 7 applies only if you are a Certified Sprintify Professional.
7.2 Brands: We grant you a non-exclusive, non-transferable licence for the duration of this Agreement to use the Materials and Brands to deliver training, subject to the following:
a we may add or remove a Brand from the scope of the Agreement at any time by notice to you. On receipt of that notice, the definition of Brands in the Agreement is deemed to be amended in accordance with the notice;
b you must use the Brands only in accordance with any usage and marketing guidelines provided by us from time to time; and
c all goodwill generated through your use of the Brands accrues to our benefit.
7.3 Prohibition: Other than any warranties for which we cannot exclude our liability, you must not give any warranty or make any representation relating to us or the Materials.
7.4 Indemnity: If you are a certified Sprintify Professional, you indemnify us against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by our solicitors) and loss of any kind arising from or in connection with:
a your marketing, promotion or provision of training services using, or connected with, the Materials and/or Brands; or
b any warranty given or representation made by you in breach of clause 7.3.
8 DATA
8.1 Our access to Data:
a You acknowledge that:
i we may require access to the Data to exercise our rights and perform our obligations under this Agreement; and
ii to the extent that this is necessary but subject to clause 11, we may authorise a member or members of our personnel to access the Data for this purpose.
b You must arrange all consents and approvals that are necessary for us to access the Data as described in clause 8.1a.
8.2 Analytical Data: You acknowledge and agree that:
a we may:
i use Data and information about your use of the Online Services to generate anonymised and aggregated statistical and analytical data (Analytical Data); [and]
ii use Analytical Data for our internal research and product development purposes and to conduct statistical analysis and identify trends and insights; [and]
iii supply anonymised Analytical Data to third parties;
b our rights under clause[s] 8.2aii [and iii] above will survive termination or expiry of this Agreement; and
c title to, and all Intellectual Property Rights in, Analytical Data is and remains our property.
8.3 Agent:
a You acknowledge and agree that, to the extent Data contains Personal Information, in collecting, holding and processing that information through the Online Services, we are acting as your agent and/or a service provider for the purposes of the Privacy Act 202 and any other applicable privacy law.
b You must obtain all necessary consents from the relevant individual to enable us to collect, use, hold and process that information in accordance with this Agreement.
8.4 Backups of Data: While we will take standard industry measures to back up all Data stored using the Services, you agree to keep a separate back-up copy of all Data uploaded by you onto the Online Services.
8.5 International storage of Data: You agree that we may store Data (including any Personal Information) in secure servers managed by third party provider(s) and may access that Data (including any Personal Information) in New Zealand and overseas from time to time. (Our current partner is Smartsheet Inc., privacy and data retention statements here: https://www.smartsheet.com/legal/privacy-general)
8.6 Indemnity: You indemnify us against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by our solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is Objectionable, incorrect or misleading.
9 FEES
9.1 Fees: You must pay us the Fees. The Fees exclude goods and services tax, value added tax, sales tax, and other taxes of a similar nature, which you must pay where applicable, subject to us providing you with a valid tax invoice.
9.2 Payment:
a Unless an alternative payment arrangement is agreed on in advance, the Fees will be charged to your valid debit/credit card in advance of each Subscription Period using our third party payment gateway provider.
b If we are unable to collect the Fees from your debit/credit card for any reason, including where your card has expired or there are insufficient funds, you remain responsible for any uncollected Fees and while there are any uncollected Fees outstanding, we may suspend or cancel your access to the Online Services without giving you notice.
9.3 Increases: We may increase the Fees with effect from the start of a Subscription Period by giving at least [30] days’ notice. If you do not wish to pay the increased Fees, you may terminate the Agreement in accordance with clause 14.1. If you do not terminate the Agreement in accordance with clause 14.1, you are deemed to have accepted the increased Fees.
10 INTELLECTUAL PROPERTY
10.1 Ownership:
a Subject to clause 10.1b, title to, and all Intellectual Property Rights in, the Services, the Materials, the Website, and all Underlying Systems is and remains our property (and our licensors’ property). You must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.
b Title to, and all Intellectual Property Rights in, the Data (as between the parties) remains your property. You grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Data for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with this Agreement.
10.2 Know-how: To the extent not owned by us, you grant us a royalty-free, transferable, irrevocable and perpetual licence to use for our own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by us in the provision of the Services.
10.3 Feedback: If you provide us with ideas, comments or suggestions relating to the Services, Materials or Underlying Systems (together feedback):
a all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by us; and
b we may use or disclose the feedback for any purpose.
10.4 Third party sites and material: You acknowledge that the Online Services or Materials may link or refer to third party websites, feeds or materials that are connected or relevant to the Online Services and/or Materials. Any link or reference from the Online Services or Materials does not imply any endorsement, approval or recommendation of, or responsibility for, those websites, feeds or materials or their content or operators by us. To the maximum extent permitted by law, we exclude all responsibility or liability for those websites, feeds or materials.
11 CONFIDENTIALITY
11.1 Security: Each party must, unless it has the prior written consent of the other party:
a keep confidential at all times the Confidential Information of the other party;
b effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and
c disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, the provisions of clauses 11.1a and 11.1b.
11.2 Permitted disclosure: The obligation of confidentiality in clause 11.1 does not apply to any disclosure or use of Confidential Information:
a for the purpose of performing this Agreement or exercising a party’s rights under this Agreement;
b required by law (including under the rules of any stock exchange);
c which is publicly available through no fault of the recipient of the Confidential Information or its personnel;
d which was rightfully received by a party to this Agreement from a third party without restriction and without breach of any obligation of confidentiality; or
e by us if required as part of a bona fide sale of our business (assets or shares, whether in whole or in part) to a third party, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than this clause 11.
12 WARRANTIES
12.1 Mutual warranties: Each party warrants that it has full power and authority to enter into and perform its obligations under this Agreement which, when signed, will constitute binding obligations on the warranting party.
12.2 No implied warranties: To the maximum extent permitted by law:
a our warranties are limited to those set out in this Agreement, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise (including any warranty of merchantability or fitness for purpose) are expressly excluded and, to the extent that they cannot be excluded, liability for them is limited as set out in clause 13.1; and
b we make no representation concerning the quality of the Services or Materials and do not promise that:
i the Services or Materials will meet your requirements or be suitable for a particular purpose; or
ii the Online Services will be secure, free of viruses or other harmful code, uninterrupted or error free.
12.3 Consumer protection law:
a If you are acquiring the Services for the purpose of trade, the parties agree that:
i to the maximum extent permissible by law, no consumer protection laws apply to the supply of the Services or the Agreement; and
ii it is fair and reasonable that the parties are bound by this clause 12.3.
b If you are acquiring the Services for personal or domestic use only, except to the extent permitted by law, nothing in this Agreement has the effect of contracting out of any consumer protection law that cannot be excluded. To the extent our liability cannot be excluded but can be limited, our liability will be limited as set out in clause 13.1.
12.4 Limitation of remedies: Where legislation or rule of law implies into this Agreement a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in this Agreement. However, our liability for any breach of that condition or warranty is limited, at our option, to:
a supplying the relevant Services or Materials again; and/or
b paying the costs of having the relevant Services or Materials supplied again.
13 LIABILITY
13.1 Maximum liability: Our maximum aggregate liability under or in connection with this Agreement or relating to the Services or Materials, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not in any Subscription Period exceed an amount equal to the Fees paid by you under this Agreement for that Subscription Period.
13.2 Unrecoverable loss: We are not liable to you under or in connection with this Agreement or the Services or Materials for any:
a loss of profit, revenue, savings, business, use, data (including Data), and/or goodwill; or
b consequential, indirect, incidental or special damage or loss of any kind.
13.3 Unlimited liability: Clauses 13.1 and 13.2 do not apply to limit our liability under or in connection with this Agreement for:
a personal injury or death;
b fraud or wilful misconduct; or
c a breach of clause 11.
13.4 No liability for your failure: We will not be responsible, liable, or held to be in breach of this Agreement for any failure to perform our obligations under this Agreement or otherwise, to the extent that the failure is caused by your failure to comply with your obligations under this Agreement, or by your negligence or misconduct or the negligence or misconduct of your personnel.
13.5 Mitigation: Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with this Agreement.
14 TERM, TERMINATION AND SUSPENSION
14.1 Term: Unless terminated under this clause 14, the Agreement and your right to access and use the Online Services and Materials starts on the Start Date and continues for successive Subscription Periods until a party gives at least [10] days’ notice that the Agreement will terminate on the expiry of the then-current Subscription Period.
14.2 Other termination rights: Either party may, by notice to the other party, immediately terminate this Agreement if the other party:
a breaches any material provision of this Agreement and the breach is not:
i remedied within 10 days of the receipt of a notice from the first party requiring it to remedy the breach; or
ii capable of being remedied;
b becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason; or
c is unable to perform a material obligation under this Agreement for 30 days or more due to Force Majeure.
14.3 Consequences of termination or expiry:
a Termination or expiry of this Agreement does not affect either party’s rights and obligations that accrued before that termination or expiry.
b On termination or expiry of this Agreement:
i you must:
▲ pay all Fees for Services provided prior to that termination or expiry;
▲ immediately cease all access to and use of the Online Services;
▲ promptly return, destroy or erase (at our option) all copies of our Intellectual Property in your possession (including the Materials, and all signs, stationery, sales brochures and promotional and support materials that use the Brands), and (if requested by us) certify in writing your compliance with this clause; and
▲ if you are a certified Sprintify Professional, immediately cease all use of the Brands;
ii we will remove you from:
▲ any Sprintify member groups on other platforms; and
▲ the list of licensed subscribers on the Website.
c Except as set out in clause 14.3d, if you have obtained a Certificate Qualification prior to termination, you must not advertise or promote yourself as holding a Certificate Qualification after termination.
d If you have obtained a Certificate Qualification prior to termination, you may advertise or promote yourself as holding a Certificate Qualification after termination to prospective new employers for the sole purpose of seeking new employment.
e Except to the extent that a party has ongoing rights to use Confidential Information, at the other party’s request following termination or expiry of this Agreement, a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control.
14.4 Obligations continuing: Clauses which, by their nature, are intended to survive termination or expiry of this Agreement, including clauses 7.4, 8.6, 9.2a, 11, 13, 14.3 and 14.4, continue in force.
14.5 Rights to restrict: Without limiting any other right or remedy available to us, we may restrict or suspend your access to the Online Services and Materials and/or delete, edit or remove the relevant Data if we consider that you (including any of your personnel) have:
a undermined, or attempted to undermine, the security or integrity of the Online Services, the Materials or any Underlying Systems;
b used, or attempted to use, the Online Services or Materials:
i for improper purposes; or
ii in a manner, other than for normal operational purposes, that materially reduces the operational performance of the SaaS Service;
c transmitted, inputted or stored any Data that breaches or may breach this Agreement or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be Objectionable, incorrect or misleading; or
d otherwise materially breached this Agreement.
15 GENERAL
15.1 Force Majeure: We are not liable to you for any failure to perform our obligations under this Agreement to the extent caused by Force Majeure.
15.2 Rights of third parties: No person other than you and us has any right to a benefit under, or to enforce, this Agreement.
15.3 Waiver: To waive a right under this Agreement, that waiver must be in writing and signed by the waiving party.
15.4 Independent contractor: Subject to clause 8.3, we are your independent contractor, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under this Agreement.
15.5 Notices: If we need to contact you, we may do so by email or by posting a notice on the Website. You agree that this satisfies all legal requirements in relation to written communications. You may give notice to us under or in connection with this Agreement by emailing support@sprintify.me
15.6 Severability:
a If any provision of this Agreement is, or becomes, illegal, unenforceable or invalid, the relevant provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity.
b If modification under clause 15.6a is not possible, the provision must be treated for all purposes as severed from this Agreement without affecting the legality, enforceability or validity of the remaining provisions of this Agreement.
15.7 Variation: Subject to clauses 2.1, 7.2a and 9.3, any variation to this Agreement must be in writing and signed by both parties.
15.8 Entire agreement: The Agreement sets out everything agreed by the parties relating to the Services, and supersedes and cancels anything discussed, exchanged or agreed prior to the Start Date. The parties have not relied on any representation, warranty or agreement relating to the subject matter of this Agreement that is not expressly set out in this Agreement, and no such representation, warranty or agreement has any effect from the Start Date. Without limiting the previous sentence, the parties agree to contract out of sections 9, 12A and 13 of the Fair Trading Act 1986, and that it is fair and reasonable that the parties are bound by this clause
15.9 Assignment: You may not assign, novate, or transfer any right or obligation under this Agreement.
15.10 Law: The Agreement is governed by, and must be interpreted in accordance with, the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with this Agreement.