You agree that by accessing or using our Services or registering an account with us, you are entering into a legally binding contract with Convertics. If you do not agree to these Terms, you must not register, access, or otherwise use our Services.
We are also constantly innovating and improving, so we may need to update these Terms. The Terms below apply when you use our Services and any changes will apply if you keep using our Services after we have updated these Terms. Please refer to the “last updated” section below. Where appropriate, we will notify you by email or by posting a notice through our Services. Your use of the Services may be subject to additional terms notified to you from time to time.
These Terms were last updated on 21 March 2022.
1.1 Subject to these Terms, we will provide the Services, solely for you and your employees, agents and independent contractors whom you authorise to use the Services (Authorised Users). To access and use our Services, you will, and your Authorised Users may, be required to provide us with certain registration information and create an account (Account).
1.2 You represent and warrant to us:
(a) that you are legally permitted to use the Services and access the Site;
(b) if you are entering into this Agreement on behalf of a company or other legal entity, you have the authority to bind such entity to this Agreement, in which case the terms you or your will refer to such entity.
1.3 You must, and must procure that your Authorised Users:
(a) provide accurate, current and complete information during the Account registration process;
(b) update Account information to keep it accurate, current and complete at all times; and
(c) maintain confidentiality of Accounts, including login details and passwords.
1.4 You are fully responsible for all activities that occur on your or your Authorised User’s Account, whether authorised by you or not. For the purposes of these Terms, any act performed or omission made on your or Authorised User’s Account will be deemed to be your act or omission. You will notify us immediately if you suspect the security of your or your Authorised User’s Account has been compromised.
1.5 We reserve the right to access Accounts to respond to your requests for technical support.
1.6 We will use commercially reasonable efforts to ensure that the Services are available twenty-four hours a day, seven days a week. However, there will be occasions when the Services will be interrupted for maintenance, upgrades, and emergency repairs, or due to failure of telecommunications links and equipment. We will take reasonable steps to minimise such disruption where it is within our reasonable control. We will not be liable in any event to you or any other party for any suspension, modification, discontinuance, or lack of availability of the Site, the Services, Client Data (defined below), or other content.
2. Client Data
2.1 By using our Services, you grant to Convertics a non-exclusive, irrevocable, royalty-free, transferable license to access, use and modify any data regarding your end users, marketing and advertising campaigns, in connection with your use of the Services and any other purposes stated in these Terms (Client Data).
2.2 You warrant that:
(a) you have all rights, licenses and any required consents to grant us the rights described in clause 2.1 above;
(b) the Client Data you provide will not infringe the rights of any third party or violates any applicable law or regulation;
(c) you will not contribute any Client Data which contains viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful; and
(d) you will not contribute any Client Data which may cause damage to the systems of Convertics or our users in any way.
(a) you comply with all applicable laws relating to the collection, use, and disclosure of personal information; and
2.4 You are responsible for:
(a) assessing whether or not our Services, and your provision of Client Data to us for such purpose, are appropriate for your use with respect to your obligations under any applicable laws or regulations; and
(b) any liability arising from your failure to provide us accurate, complete, legal and reliable Client Data or your breach of any applicable laws or regulation by using our Services.
1.1 You will indemnify us for all liabilities, claims, expenses (legal or otherwise), that arise from your misuse of the Client Data or Services.
2.5 We use third party service providers in order to process Client Data on your behalf as part of our Services. Please contact us for a full list of our service providers who help us store and process Client Data. The following service providers are only used if integration is enabled by you (Integration Services):
(a) Google Ads
2.6 With Integration Services that you enable, we will only have rights to access, retrieve and upload Client Data for the purpose of providing you Services. You can revoke our access to your Client Data at any time on the relevant platforms. For your reference, you should view the terms of service and privacy policies of such platforms as you will be bound to those terms when you connect your accounts with our Services.
3. Intellectual property
3.1 As between you and us, we (or our licensors) are the sole and exclusive owner of all intellectual property rights in the Services, including the offering of any materials displayed or performed on the Site and related features (including text, data, software, graphics, photographs, images, illustrations, audio clips and video clips). This includes trade mark, copyright and other intellectual property that are protected by trade practices laws and treaties around the world. All such rights are reserved. Nothing gives you a right to use the Convertics name or any of the Convertics trademarks, logos, domain names, and other distinctive brand features.
3.2 Subject to these Terms, we grant you and your Authorised Users a non-exclusive and non-transferable licence to use and access the Services solely for your internal business purposes.
3.3 You may not use, modify, publish, distribute, reproduce, create derivative works of the Services in whole or in part for the purposes other than the use of the Services is prohibited. You must not reverse engineer, decompile or disassemble any portion of the Services without our express prior written permission.
3.4 You shall not reproduce, modify, or create derivative works of our Services, or transfer, lease, lend, sub-license, resell or otherwise distribute or allow third-party access to all or any portion of the Services except for Authorised Users.
3.5 By posting providing us with any comment, feedback, information, data, databases, images, documents, text, digital files, forum messages, or other material (Content) on our website or directly to us, you grant us a non-exclusive, irrevocable, perpetual, royalty-free worldwide license to use, reproduce, adapt, distribute, perform or publicly display, or create derivative works from the Content. You further represent and warrant that you own all rights to such Content and that this license does not infringe the rights of any third party or violate any applicable law or regulation. We also has the right to remove any Content from your Account without notice if, in our opinion and in our sole discretion, your Content does not comply with those standards.
4. Fees and Payment
4.1 You are responsible for all fees applicable to the Services we provide to you from time to time (Fees) and as described on your Account’s billing settings. We reserve the right to change fees applicable to the Services we provide to you at any time by giving you at least one month’s written notice by notifying you by email. For Services provided on a subscription basis, following your first payment which shall be due on the date you commence the relevant Service, Fees for such subscription Services are due, as follows:
(a) for monthly subscriptions: each month on the same (closest) date as the day you made your first payment;
(b) for annual subscriptions: each year on the same (or closest) date as the day you made your first payment; or
(c) as otherwise mutually agreed.
4.2 You agree to pay the Fees and you authorise us to charge your debit or credit card or process other means of payment for those Fees. Payment transactions on our Services are carried out by third party payment providers. You accept that we are not responsible for these third party payment providers and their operation or availability. We may update your payment methods using information provided by our payment service providers.
4.3 You must pay or reimburse us for all sales, use, excise, and all other taxes (including value added taxes and goods and services taxes) arising from any transactions described in this Terms relating to our performance. To the extent you are exempt from sales or other taxes, you must provide us with the appropriate exemption certificate upon request.
4.4 If, for any reason, you do not pay us the Fees within 10 working days of the due date for payment, then, without limiting any other remedies we have under these Terms:
(a) you must pay interest on the amount owing from the due date until the date of actual payment at 5% per annum over the base overdraft rate charged by the our bank from time to time. you must pay the interest together with the overdue amount; and
(b) we may, at our sole discretion, suspend the provision of the Services without liability.
4.5 Unless we notify you otherwise, all amounts payable under these Terms are to be paid in New Zealand dollars.
5. Services Trial
5.1 From time to time, we may make Services available to you on a trial basis for a limited period of time (Services Trial). The Services Trial shall terminate at the end of the then-current Service Trial offer. Following the end of the Services Trial term, the Services may automatically continue as a [subscription-based plan] unless terminated by you in ways described in clause 6 below or use in our sole discretion. You are responsible for making payment for all applicable Fees.
5.2 All other terms under this Terms apply during your use of the Services Trial (except clause 4) and we reserve the right to modify or discontinue any Services Trial at any time without notice.
6.1 Our subscription-based Services are by default set to automatically renew at the end of the relevant period, until you cancel your subscription by providing us with written notice prior to the then-current subscription period. You may cancel your subscription and stop using our Services at any time and for any reason by sending us an email at email@example.com by notifying us of your decision to cancel or by cancelling your subscription in your Account settings. You will remain liable for all Fees for the remainder of the then-current subscription period and your cancellation will be effective one day prior to the next billing date immediately following our receipt of your cancellation notice. Upon any such termination, your right to use the Services will immediately cease.
6.2 Unless we agree with you otherwise, we do not offer any refunds or credits for partial or unused Services or periods of the Services unless otherwise required by law.
6.3 We have the right to suspend or terminate your Account and/or your Authorised Users’ at any time if we reasonably consider that you have breached any of the Terms. This includes but is not limited to Accounts that we consider in our sole discretion, contain invalid information or to have been used for inappropriate or objectionable activities, in violation of these Terms, in breach of any law in any jurisdiction or which are, or may be, harmful or detrimental to us or our Services. We shall not be liable for any loss of revenue or opportunity or any damage, cost or other liability, suffered or incurred by you in connection with a suspended or terminated Account.
6.4 If we exercise our discretion under these Terms to suspend or terminate your and/or your Authorised Users’ Account, your right to use the Services and access any information or Data will immediately cease.
6.5 All provisions of these Terms which by their nature should survive termination will survive, including, without limitation, ownership provisions, warranty disclaimers, indemnification obligations, and limitations of liability.
7.1 Except as expressly and specifically provided in these Terms to the fullest extent permitted by law, the Services are provided “as-is”, without warranty of any kind, either express or implied including by statute, common law or otherwise. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. In particular:
(a) in respect of your information and Client Data we retrieve from third parties, we cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalisation settings, device operating environment malfunctions or other service interruptions. We cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any Client Data, communications or personalisation settings; and
(b) in respect of the Services or any reports derived therefrom, we cannot warrant they will meet your needs or be free from errors, or that the operation of the Services will be uninterrupted.
7.2 We do not guarantee that the Services will be secure or free from bugs or viruses and you should use your own virus protection software. We are not liable for any loss or damage caused by a virus, distributed denial of service attach, or other technologically harmful material that may infect your devices, data or other proprietary material due to your use of the Services.
7.3 We may decide to cease making available certain features of the Services at any time and for any reason. Under no circumstances will we or our affiliates, suppliers, partners or agents be held liable for any damages due to such interruptions or lack of availability of such features.
7.4 When you use our Services, you may gain access to third party websites or enable third party integrations that we do not own or control. Any advertisements or links from our website to third party websites should be followed at your own risk. We make no warranties about any third-party site or resource and disclaim all liability for content on third party websites. The websites are subject to their own terms and conditions and any concerns regarding these websites should be directed to the third party.
8. Limitation of Liability and Indemnity
8.1 To the extent permitted by law, we will not be liable to you or other third party for any, indirect or consequential loss, lost opportunity or profit, lost goodwill, reputational damage or liability, any pure economic loss, loss or corruption of data or information, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with your use of, or inability to use, the Services.
8.2 Our total aggregate liability in contract, tort (including without limitation negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement will in all circumstances be limited to the amount actually paid by the Client to us under this agreement in the six months preceding the date on which the claim arose.
8.3 You agree to indemnify, and hold us and our affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, any tax, legal and/or accounting fees, arising out of or in connection with your or your Authorised Users’ breach of these Terms or your or your Authorised Users’ use or misuse of the Services.
9. Other Provisions
9.1 No Assignment: We may assign or transfer these Terms, at our sole discretion, without restriction. You may not assign or transfer your rights under these Terms without our prior written consent, which may be withheld in absolute discretion.
9.2 Notices: Any notices or other communications permitted or required under these Terms, including those regarding modifications to these Terms, will be in writing and given by us:
(a) via email (in each case to the address that you provide); or
(b) via the Services.
(c) For notices made by email, the date of receipt will be deemed the date on which such notice is sent.
9.3 Severability: If anything in these Terms is or becomes unenforceable, illegal or invalid, the relevant provision will be treated as severed from this agreement and the rest of this agreement will remain in force.
9.4 Non-Waiver: Failure or delay by either party to exercise any right or remedy set out in these Terms will not mean that the party concerned waives that right or remedy nor will any single or partial exercise of any right or remedy stop either party from exercising that right or remedy at a future date.
9.5 Governing law: This agreement is governed by the laws of New Zealand and the parties submit to the exclusive jurisdiction of the New Zealand courts.