Updated: October 2026
1. Acceptance of terms
1.1 Acceptance of Terms: These Terms apply to the Customer’s use of and access to the Platform and the Services (as those terms are defined below). By signing up on the Platform, via a Stickybeak Quote and/or otherwise accessing and using the Platform or Services:
(a) the Customer agrees to these Terms (such that a binding contract is formed between the Customer and Stickybeak); and
(b) the individual who clicks I agree on behalf of another person or is otherwise acting on behalf of another, personally confirms, warrants and represents to Stickybeak that they are authorised to bind that other person by these Terms.
1.2 No Access: If the Customer does not agree to these Terms, they are not authorised to access and use the Platform, and they must immediately stop doing so.
2. Interpretation
2.1 Definitions: In these Terms, the following terms have the stated meaning:
Accountmeans the account created on the Platform by the Customer.
Aggregated Datameans information derived from Customer Content, Input Data or use of the Services that has been anonymised and aggregated so that it does not identify, and cannot reasonably be used, alone or with other information reasonably likely to be available, to identify any individual or Customer, or to disclose or infer any Customer-specific Confidential Information.
Applicable Privacy Lawsmeans all privacy, data protection and electronic communications laws applicable to the relevant processing of Personal Data under these Terms, including, where applicable, the Privacy Act 2020 (New Zealand), the UK GDPR, the Data Protection Act 2018 (United Kingdom), the Privacy and Electronic Communications Regulations 2003 (United Kingdom) and the EU GDPR, in each case as amended or replaced.
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. Stickybeak’s Confidential Information includes the Stickybeak Software and the Input Data. The Customer’s Confidential Information includes the Customer Content.
Customer means the person identified as the customer in the applicable Stickybeak Quote or online ordering process, on whose behalf the Services are acquired.
Customer Content means all content, materials, data and information uploaded or inputted into the Platform by or on behalf of the Customer, excluding Input Data.
Fees means the fees as specified on the Platform as updated from time to time in accordance with these Terms, or on a Stickybeak Quote for the Services.
Force Majeure Event means an event or circumstance beyond a party's reasonable control, including fire, explosion, collapse of buildings, accident, flood, lightning or other natural disaster, act of God, disease, epidemic or pandemic, act or threat of terrorism, war, rebellion, civil commotion, riot, sabotage, any law or action taken by a government or public authority (including imposing an export or import restriction, quota or prohibition or failing to grant a necessary licence or consent), any official strike or similar official labour dispute or non-performance by suppliers or subcontractors.
Input Data means all raw data, content and information that is created, generated or arises as a result of the use of the Platform, including (without limitation) Test results, Respondent answers, survey responses, statistical outputs, analytical data and any other data derived from or generated through the operation of the Services, but excluding Customer Content.
Input Results means the aggregated, anonymised and filtered version of the Input Data which is provided to Customers.
Intellectual Property Rights means any and all, tangible and intangible, patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, industrial design rights, utility models, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all existing and future rights capable of present assignment, applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Objectionable means being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.
Permitted User means a User that is connected to the Account and those personnel of the Customer who are authorised to access and use the Services on the Customer’s behalf in accordance with clause 4.4.
Personal Data means personal information or personal data, as those terms are defined in Applicable Privacy Laws.
Platform means the software platform owned by Stickybeak (and its licensors) that allows people to create Tests to gather customer feedback.
Privacy Notice means Stickybeak’s privacy notice available at www.stickybeak.co/legal/privacy-policy, as updated from time to time.
Respondentmeans a person who completes a Test.
Servicesmeans the provision of use of and access to the Platform in accordance with these Terms.
Start Date means the commencement date specified in the applicable Stickybeak Quote or, if none is specified, the date on which the Customer accepts these Terms.
Stickybeak means Stickybeak NZ and Stickybeak UK.
Stickybeak NZmeans Stickybeak Limited, a company registered in New Zealand with company number 6972695 with its registered office atSuite G.5., 317 New North Road, Kingsland, Auckland, 1021 New Zealand.
Stickybeak UKmeans Stickybeak Limited,a company registered in England and Wales with company number 17053399 and registered office address at C/O Paul Beare Ltd, 100 Bollo Lane, London, United Kingdom, W4 5LX.
Stickybeak Softwaremeans the proprietary software owned by Stickybeak or its licensors that comprises the Platform and enables the provision of the Services.
Stickybeak Quotemeans a quote issued via Stickybeak’s contract management system HubSpot (or its replacement from time to time).
Stickybeak Systemsmeans the Stickybeak Software, IT solutions, systems and networks (including software and hardware) used to provide the Platform, including any third party solutions, systems and networks.
Termsmeans these terms of use.
Testmeans the test created by the Customer to gather feedback from Respondents using the Platform.
UK GDPRas defined in the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations SI 2019/419.
Usermeans a person who has created a “User” profile on the Platform.
Website means the website at www.stickybeak.co, or such other site notified to the Customer by Stickybeak.
3. Services
3.1 General: Stickybeak will use reasonable efforts to provide the Services:
(a) in accordance with these Terms and applicable laws;
(b) exercising reasonable care, skill and diligence; and
(c) using suitably skilled, experienced and qualified personnel.
3.2 Non-exclusive: Stickybeak’s provision of the Services to the Customer is non-exclusive. Nothing in these Terms prevents Stickybeak from providing the Services to any other person.
3.3 Availability:
(a) Subject to clause 3.3(b), Stickybeak will use reasonable efforts to ensure the Platform is available on a 24/7 basis. However, it is possible that on occasion the Platform may be unavailable to permit maintenance or other development activity to take place, or on the occurrence of a Force Majeure Event. Stickybeak will use reasonable efforts to publish on the Platform advance details of any unavailability. Stickybeak will not be liable to the Customer for any failure or inability to provide continuous error free uninterrupted Services caused by circumstances outside Stickybeak’s reasonable control.
(b) Through the use of web services and APIs, the Platform interoperates with a range of third party service features. Stickybeak does 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, Stickybeak may cease to make available that feature to the Customer. To avoid doubt, if Stickybeak exercises its right to cease the availability of a third party feature, the Customer is not entitled to any refund, discount or other compensation.
3.4 Suspension of Test: Stickybeak may suspend or cancel a Test if Stickybeak determines, following consultation with the Customer to improve the Test, that the Test is receiving a lower than average response rate.
3.5 Additional Related Services:
(a) Stickybeak may, from time to time, make available additional services to the Customer and reserves the right to charge an additional fee for the same.
(b) Stickybeak may also occasionally invite the Customer to use certain features for testing purposes only (Test Services). Stickybeak reserves the right to immediately and without notice remove the Test Services for any reason without liability to the Customer and does not make any commitment to provide the Test Services in any future versions of the Services. For the avoidance of doubt, the Test Services are provided “as is'' without any warranty of any kind. If the Customer provides feedback on the Test Services, such feedback will be the property of Stickybeak and is assigned to Stickybeak in accordance with clause 7.6 of these Terms.
3.6 AI assisted services: The Services may use artificial intelligence and automated tools to assist with preparing Tests, analysing responses and generating reports or other outputs. Such outputs may contain errors, omissions or bias and may be similar to outputs generated for other customers. The Customer is responsible for reviewing their suitability and accuracy before relying on them or making business decisions.
4. Customer obligations
4.1 General use: The Customer and its personnel may not use the Services except in accordance with these Terms for the following purposes:
(i) the Customer’s own internal business purposes to conduct Tests;
(ii) lawful purposes, including compliance with all applicable privacy, data protection and electronic communications laws.
4.2 The Customer will not resell or make available the Services to any third party, or otherwise commercially exploit the Services.
4.3 Access conditions:When accessing and using the Platform (including when setting Tests), the Customer and its personnel must:
(a) not impersonate another person or misrepresent authorisation to act on behalf of others or Stickybeak;
(b) correctly identify the sender of all electronic transmissions;
(c) not attempt to undermine the security or integrity of the Stickybeak Systems;
(d) not use, or misuse, the Platform in any way which may impair the functionality of the Stickybeak Systems or impair the ability of any other user to use the Platform;
(e) not attempt to view, access or copy any material or data other than:
(i) that which the Customer is authorised to access; and
(ii) to the extent necessary for the Customer and its personnel to use the Platform in accordance with these Terms;
(f) neither use the Platform 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;
(g) comply with these Terms and any terms of use on the Website, as updated from time to time by Stickybeak;
(h) not request and/or upload personally identifiable information except where expressly invited by Stickybeak;
(i) not set questions in Tests which might reasonably solicit answers comprising special category personal data (as defined in the UK GDPR) or otherwise sensitive information (notwithstanding that Respondents are not generally intended to be identifiable);
(j) not include images or questions in Tests that are likely to disturb Respondents, including but not limited to depictions of violence and pornography;
(k) not offer Tests to minors;
(l) not promote violence, self-harm, engaging in hate speech or bullying of others;
(m) use commercially reasonable efforts to prevent unauthorised access to, or use of, the Platform and notify Stickybeak promptly of any such unauthorised access or use, and in no case more than 72 hours from the time the Customer becomes aware of any unauthorised access, use or disclosure;
(n) not act in any way that breaches any applicable law, regulation, code of practice or regulatory requirement; and/or
(o) not knowingly transmit, input or store any data or material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programmes or similar computer code designed to adversely affect the operation of any computer software or hardware.
4.4 Personnel:
(a) Without limiting clause 4.3, no individual other than a Permitted User may access or use the Platform.
(b) The Customer may authorise any member of its personnel to be a Permitted User.
(c) The Customer must procure each Permitted User’s compliance with clause 4.1 and any other reasonable condition notified by Stickybeak to the Customer.
(d) A breach of any of these Terms by the Customer’s personnel (including, to avoid doubt, a Permitted User) is deemed to be a breach of the Terms by the Customer.
4.5 Authorisations: The Customer is responsible for procuring all licences, authorisations and consents required for it and its personnel to use the Platform, including to use, store and process and distribute data through the Platform.
5. Data
5.1 Stickybeak access to Customer Content:
(a) The Customer acknowledges and agrees that:
(i) Stickybeakmay require access to the Customer Content to exercise its rights and perform its obligations under these Terms; and
(ii) to the extent that this is necessary but subject to clause 8, Stickybeak may authorise a member or members of its personnel to access the Customer Content for this purpose.
(b) The Customer must arrange all consents and approvals that are necessary for Stickybeak to access the Customer Content as described in clause 5.1(a).
5.2 Personal Data:
(a) The Customer acknowledges and agrees that, notwithstanding the prohibitions set out in clause 4.3(h) to 4.3(j) to the extent that any data or information provided by a Respondent includes Personal Data, and to the extent Stickybeak processes Personal Data as a controller (as defined in the UK GDPR), it must do so in accordance with Applicable Privacy Laws and the Privacy Notice.
(b) Stickybeak may process Personal Data through its group companies and service providers in New Zealand, the United Kingdom and other countries identified in the Privacy Notice, subject to compliance with Applicable Privacy Laws, including any applicable international transfer requirements.
5.3 Backups of Data:
(a) Stickybeak will take standard industry measures to back up all Input Data stored on the Platform.
(b) Customer agrees to keep a separate back-up copy of all Customer Content uploaded by it onto the Platform.
5.4 Indemnity: The Customer indemnifies Stickybeak against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by Stickybeak’s solicitors) and loss of any kind arising from:
(a) any actual or alleged claim by a third party that any Customer Content infringes the rights of that third party (including Intellectual Property Rights and privacy or data protection rights) or that the Customer Content is Objectionable, incorrect or misleading; or
(b) any regulatory investigation, enforcement action, fine, penalty or compensation claim by a data subject or supervisory authority resulting from the Customer’s breach of clause 4.3(h) to 4.3(j).
6. Fees
6.1 Fees: The Customer must pay to Stickybeak the Fees depending on the type and frequency of Test they require.
6.2 One-off Test: If the Customer signs up for a one-off Test, they are required to pay the full amount specified on the Platform in respect of that Test.
6.3 Annual plan: If the Customer signs up for an annual plan (Annual Plan) on the Platform or via a Stickybeak Quote, the fee for the Annual Plan will be immediately due and payable by the Customer. Upon payment, the Customer will be issued with a specified number of credits (as set out in the applicable Stickybeak Quote or as otherwise agreed between the Customer and Stickybeak) to use to launch Tests which will last for 12 months. The Customer can purchase additional credits at any time for an additional fee. Stickybeak must give the Customer at least 60 days’ written notice of an upcoming renewal, specifying the renewal date and any proposed changes applicable to the renewal. If the Customer does not provide written notice of non-renewal to Stickybeak within 30 days of receiving such notice, the Annual Plan will automatically renew for a further 12 months and the renewal fee (as notified by Stickybeak) will be immediately due and payable in full in advance by the Customer. If the Customer does not pay the renewal fee in full in advance, Stickybeak may terminate the Annual Plan immediately on written notice.
6.4 Alternative payment terms: If the Customer signs up for a plan directly with Stickybeak, payment terms will be as agreed by the parties. Unless otherwise agreed by the parties, Stickybeak will, in its sole discretion, provide the Customer with an invoice either monthly, quarterly or annually and the Customer must pay the invoice within 30 days of the date of the invoice.
6.5 Payment obligations: Payment obligations are non-cancellable and Fees paid are non-refundable unless expressly stated in these Terms. All payments must be made in the currency specified on the Platform or on the invoice issued by Stickybeak.
6.6 Taxes: Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities (such as, without limitation, VAT and GST) unless stated otherwise, and the Customer is solely responsible for payment of all such taxes, levies, or duties, including any related penalties, interest or reasonable expenses incurred by Stickybeak in collecting overdue amounts.
6.7 Payments: All payments made via the Platform will be made via Stripe, a third-party service which Stickybeak uses to process electronic payments (Stripe). The Customer will be asked to provide a valid credit card or other acceptable form of payment to Stripe in order to pay for the Services. The terms of service relating to Stripe can be found here and by making payments via the Platform for the Services, the Customer agrees to be bound by their terms. Stickybeak does not store any card details entered by the Customer when making payments online.
6.8 Overdue amounts: If the Customer fails to make any payment due under these Terms, Stickybeak may charge interest on the overdue amount. Interest will be calculated from the due date to the date of payment (both inclusive) at an annual percentage rate equal to 4% per annum above the base rate of the Reserve Bank of New Zealand from time to time. Stickybeak may suspend the provision of Services to the Customer in accordance with clause 11.5 until the overdue amounts are paid in full.
6.9 Increases: The Fees for one-off Tests shall be the price displayed on the Platform at the time of the relevant purchase. In respect of Annual Plans, Stickybeak may increase the Fees applicable to the Customer’s upcoming renewal period by giving at least 30 days’ written notice prior to the expiry of the then-current Annual Plan period. If the Customer does not wish to pay the increased Fees, it may terminate these Terms on no less than 10 days’ written notice, provided the written notice is received by Stickybeak before the commencement of the renewal period. If the Customer does not terminate these Terms in accordance with this clause, it is deemed to have accepted the increased Fees.
7. Intellectual property
7.1 Ownership of Intellectual Property: Subject to clause 7.2, title to, and all Intellectual Property Rights in, the Services, the Platform, and all Stickybeak Systems is and remains the property of Stickybeak (and its licensors). The Customer must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.
7.2 Ownership of Data:
(a) As between Stickybeak and the Customer, title to, and all Intellectual Property Rights in, the Input Data and the Input Results is the property of Stickybeak. To the extent that the Customer has or acquires any right, title or interest in any Input Data or any Intellectual Property Rights in any Input Data or Input Results, the Customer hereby unconditionally and irrevocably assigns (and will procure the assignment of) all such rights to Stickybeak with full title guarantee.
(b) Stickybeak grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable licence to access, view and use the Input Results solely for the Customer’s internal business purposes, including reviewing, analysing and interpreting survey responses, informing product development and marketing strategy and preparing internal reports and presentations incorporating or derived from such data.
(c) Title to, and all Intellectual Property Rights in, the Customer Content (as between the parties) remains the property of the Customer.
(d) The Customer grants to, and undertakes to procure the grant to Stickybeak of, a worldwide, non-exclusive, royalty-free, fully paid up, transferable, sublicensable, perpetual and irrevocable licence to use, store, copy, modify, display, make available and communicate the Customer Content for any purpose in connection with:
(i) the exercise of Stickybeak’s rights and performance of its obligations under these Terms, including (without limitation) the provision of the Services; and
(ii) Stickybeak’s training and development of its own and third party data models, Stickybeak data analysis and reporting and the improvement of Stickybeak’s services.
7.3 Aggregated Data: The Customer authorises Stickybeak to create Aggregated Data and to retain, use, reproduce, combine, analyse, publish, disclose, license and otherwise commercialise that Aggregated Data for:
(a) research, statistical analysis, benchmarking and identifying trends and insights;
(b) developing, training, fine-tuning, testing, evaluating and improving artificial intelligence, machine learning and statistical models and algorithms; and
(c) improving the Services and developing and providing other products, services, reports, datasets and functionality.
These permissions continue after termination or expiry. As between the Customer and Stickybeak, all Intellectual Property Rights arising in Aggregated Data and in models, analyses and other materials developed through its permitted use vest in Stickybeak, without affecting the Customer’s underlying rights in Customer Content.
7.4 AI Service Providers: Stickybeak may use artificial intelligence and automated tools, including tools supplied by third parties, to provide the Services. Except where the Customer separately agrees in writing, Stickybeak must not permit a third party to use Customer Content, Personal Data or Customer-specific Confidential Information to train or improve that third party’s models for its own purposes. This restriction does not prevent use of Aggregated Data in accordance with paragraph 7.3 above.
7.5 Know-how:To the extent not owned by Stickybeak, the Customer grants Stickybeak a royalty-free, transferable, irrevocable and perpetual licence to use for Stickybeak’s own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property Rights used by Stickybeak in the provision of the Services.
7.6 Feedback:If the Customer provides Stickybeak with ideas, comments or suggestions relating to the Services, Stickybeak Systems or Platform (togetherFeedback):
(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 Stickybeak, and to the extent that any such Intellectual Property Rights vest in the Customer, the Customer hereby assigns (and will procure the assignment of) all such rights to Stickybeak with full title guarantee; and
(b) Stickybeak may use or disclose the Feedback for any purpose.
7.7 Marketing: The Customer grants Stickybeak a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use the Customer’s name and trade marks (if any) for marketing and PR purposes to identify the Customer as a user of the Platform, including without limitation, by placing the Customer’s company logo on the Website and other marketing materials.
7.8 Third party sites and material: The Customer acknowledges that the Platform may link to third party websites or feeds. Any link from the Platform does not imply any Stickybeak endorsement, approval or recommendation of, or responsibility for, those websites or feeds or their content or operators. To the maximum extent permitted by law, Stickybeak excludes all responsibility or liability for those websites or feeds.
8. Confidentiality
8.1 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 knowbasis 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 8.1(a) and 8.1(b).
8.2 Permitted disclosure:The obligation of confidentiality in clause 8.1 does not apply to any disclosure or use of Confidential Information:
(a) for the purpose of performing a party’s obligations or exercising a party’s rights, under these Terms;
(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 from a third party without restriction and without breach of any obligation of confidentiality; or
(e) by Stickybeak if required as part of a bona fide sale of its business (assets or shares, whether in whole or in part) to a third party, provided that Stickybeak enters into a confidentiality agreement with the third party on terms no less restrictive than this clause 8.
9. Warranties
9.1 Mutual warranties: Each party warrants that it has full power and authority to perform its obligations under these Terms.
9.2 No implied warranties:To the maximum extent permitted by law:
(a) Stickybeak’s warranties are limited to those set out in these Terms, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise are expressly excluded to the fullest extent permitted by law; and
(b) Stickybeak makes no representation concerning the quality of the Services and does not promise that the Services will:
(i) meet the Customer’s requirements or be suitable for a particular purpose; or
(ii) be secure, free of viruses or other harmful code, uninterrupted or error free.
9.3 Business Use: The Customer warrants that it acquires the Services wholly or mainly for the purposes of its trade, business or profession and not as a consumer under applicable consumer protection laws.
9.4 Limitation of remedies: Where legislation or rule of law implies into these Terms a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in these Terms. However, the liability of Stickybeak for any breach of that condition or warranty is limited, at Stickybeak’s option, to:
(a) supplying the Services again; and/or
(b) paying the costs of having the Services supplied again.
10. Liability
THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE 10.
10.1 Maximum liability: Subject to clause 10.3, the maximum aggregate liability of Stickybeak under or in connection with these Terms or relating to the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not in any 12 month period exceed an amount equal to the Fees paid by the Customer relating to the Services in the previous 12 months.
10.2 Unrecoverable loss: Subject to clause 10.3, neither party is liable to the other under or in connection with these Terms or the Services for any of the following arising out of or in connection with this agreement:
(a) loss of actual or anticipated profits (whether as a direct or indirect loss);
(b) lost revenues;
(c) loss of use;
(d) loss of data;
(e) loss of contracts;
(f) loss of business opportunity;
(g) loss of anticipated savings;
(h) loss of goodwill or damage to reputation; or
(i) any indirect, special or consequential loss or damage howsoever caused.
10.3 Unlimited liability:
(a) Clauses 10.1 and 10.2 do not apply to limit either party’s liability under or in connection with these Terms for:
(i) death or personal injury caused by negligence;
(ii) fraud, fraudulent misrepresentation or wilful misconduct;
(iii) any other liability which cannot be limited or excluded under applicable law.
(b) Clause 10.2 does not apply to limit the Customer’s liability:
(i) to pay the Fees;
(ii) under the indemnity in clause 5.4; or
(iii) for any breach of clause 8.
10.4 No liability for other’s failure: Neither party will be responsible, liable, or held to be in breach of these Terms for any failure to perform its obligations under these Terms or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under these Terms, or by the negligence or misconduct of the other party or its personnel.
10.5 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 these Terms.
11. Term, termination and suspension
11.1 Duration: These Terms commence on the Start Date and continue until terminated in accordance with this clause. An Annual Plan continues for its current period, subject to the express early termination rights in these Terms. Where the Customer has no current Annual Plan, either party may terminate these Terms on 30 days’ written notice.
11.2 Other Termination rights: Either party may, by written notice to the other party, immediately terminate these Terms if the other party:
(a) breaches any material provision of these Terms and the breach is not remedied within 10 days of the receipt of a written notice from the first party requiring it to remedy the breach or is not capable of being remedied; or
(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.
11.3 Customer’s termination rights: The Customer may terminate these Terms and their right to access and use the Services in accordance with clauses 6.9 and 12.8(b).
11.4 Consequences of termination or expiry:
(a) Termination of these Terms does not affect either party’s rights and obligations that accrued before that termination or expiry.
(b) On termination or expiry of these Terms, the Customer must immediately pay in full all Fees for Services which were due and payable prior to that termination or expiry (including Fees for any Annual Plan or renewals). If the Customer has paid for an Annual Plan (including any renewal) and it terminates early, they will not receive any refund for the term remaining.
(c) 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 these Terms and subject to clause 11.4(d), 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.
(d) At any time prior to one month after the date of termination or expiry, the Customer may request:
(i) a copy of any Customer Content stored on the Platform, provided that the Customer pays Stickybeak’s reasonable costs of providing that copy. On receipt of that request, Stickybeak must provide a copy of the Customer Content in a common electronic form. Stickybeak does not warrant that the format of the Customer Content will be compatible with any software; and/or
(ii) deletion of the Customer Content stored using the Services, in which case Stickybeak must use reasonable efforts to promptly delete that Customer Content; and/or
(iii) a copy of any Input Results which were made available to the Customer through the Platform prior to termination or expiry. If such a request is made, the licence granted under clause 7.2(b) shall survive termination or expiry of these Terms solely in respect of such data.
(e) To avoid doubt, Stickybeak is not required to comply with clause 11.4(d)(i) to the extent that the Customer previously requested deletion of the Customer Content. For the avoidance of doubt, termination or expiry of these Terms will not affect Stickybeak’s ownership of, or rights in relation to, the Input Data.
11.5 Rights to restrict: Without limiting any other right or remedy available to Stickybeak, Stickybeak may restrict or suspend the Customer’s access to the Platform and/or delete, edit or remove the relevant data if Stickybeak considers that the Customer (including any of its personnel) has:
(a) undermined, or attempted to undermine, the security or integrity of the Platform or any Stickybeak Systems;
(b) used, or attempted to use, the Platform:
(i) for improper purposes; or
(ii) in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Services;
(c) breached clause 4.3 of this agreement (access conditions);
(d) transmitted, inputted or stored any Data that breaches or may breach these Terms or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be Objectionable, incorrect or misleading;
(e) otherwise materially breached these Terms; or
(f) not logged into their Account for over 36 months. Stickybeak will attempt to warn the Customer by email before restricting or suspending the Customer’s access to the Platform to provide them with the opportunity to log into their Account so it remains active.
12. General
12.1 Force Majeure: Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by a Force Majeure Event, provided that the affected party:
(a) immediately notifies the other party and provides full information about the Force Majeure Event;
(b) uses all reasonable endeavours to overcome the Force Majeure Event; and
(c) continues to perform its obligations to the extent practicable.
12.2 Rights of third parties: Except as expressly provided in these Terms, no person other than a party to these Terms has any right to enforce any provision of them.
12.3 Waiver: To waive a right under these Terms, that waiver must be in writing and signed by the waiving party.
12.4 Independent contractor: Stickybeak is an independent contractor of the Customer, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under these Terms.
12.5 Notices: If Stickybeak needs to contact the Customer, it may do so by email or by posting a notice on the Platform. The Customer agrees that this satisfies all legal requirements in relation to written communications. The Customer may give notice to Stickybeak under or in connection with these Terms by emailing support@stickybeak.co.
12.6 Severability: If any provision of these Terms 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. If modification is not possible, the provision must be treated for all purposes as severed from these Terms without affecting the legality, enforceability or validity of the remaining provisions of these Terms.
12.7 Survival: Clauses which, by their nature, are intended to survive termination of these Terms, including clauses 5.3, 6.5, 6.8, 7, 8, 9, 10, 11.4 and 12.11 continue in force.
12.8 Variation:
(a) Subject to clause 12.8(b):
(i) Stickybeak may change these Terms at any time by notifying the Customer of the change by email or by posting a notice on the Platform; and
(ii) unless stated otherwise, any change takes effect from the date set out in the notice.
(b) If a change to these Terms is materially detrimental to the Customer, the Customer may terminate these Terms and their right to access and use the Platform on no less than 10 days’ written notice, provided the notice is received by Stickybeak before the date that the change takes effect. If the Customer gives notice under this clause 12.8(b), the previous version of the Terms will apply to their access to and use of the Platform during the notice period. If the Customer does not exercise their termination right under this clause, and they continue to access and use the Platform from the date on which the Terms are changed, they agree to be bound by the changed Terms.
12.9 Entire agreement: These Terms set out everything agreed by the parties relating to the Services, and supersede and cancel anything discussed, exchanged or agreed prior to the Start Date. The parties have not relied on any representation, warranty or agreement relating to the Services that is not expressly set out in these Terms, and no such representation, warranty or agreement has any effect from the Start Date. Nothing in this clause will limit or exclude any liability for fraud or fraudulent misrepresentation.
12.10 Subcontracting and assignment:The Customer may not assign, novate, subcontract or transfer any right or obligation under these Terms without the prior written consent of Stickybeak, that consent not to be unreasonably withheld. The Customer remains liable for its obligations under these Terms despite any approved assignment, subcontracting or transfer. Any assignment, novation, subcontracting or transfer must be in writing.
12.11 Law: These Terms are governed by, and will be construed in accordance with the laws of New Zealand and each party irrevocably submits to the exclusive jurisdiction of the courts of New Zealand, except where the Customer’s domicile or principal place of business is in the United Kingdom, in which case these terms are governed by, and will be construed in accordance with the laws of England and Wales and each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.
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