Terms of use

Last updated: 26 February 2026

Welcome to Starboard. We’re here to help you tackle complex maritime challenges.

We want to be clear about what you agree to when you use our services and our platform. That’s what these terms cover. If you’re subscribing to Starboard on behalf of your organisation, your organisation is bound to our terms. You must also ensure that any individual within your organisation who uses our platform complies with the conditions of use imposed by these terms, including under section 6 (Your obligations) and section 7 (Platform content).

By agreeing to a quotation and/or subscribing to the platform and services (including where we provide you with access to our platform and services by way of a free trial), you agree to these terms as forming part of the contract between us. If you don’t agree to the contract, then you cannot use our platform or services.

You should read these terms alongside our privacy statement, which tells you all about how we collect, hold, use, and disclose information about you.

If you have any questions once you’ve read the contract, then please get in touch. You can contact us by sending an email to support@starboard.nz.

1. How to read the contract

In this section, we make it clear what we mean by certain terms that we use. The meaning of terms highlighted in bold throughout the contract is explained here.

When we say:

  • you’ or ‘your’ we mean both you and, if applicable, the organisation on behalf of which you are subscribing.
  • ‘Starboard’, ‘we’, ‘us’, or ‘our’ we mean Starboard Maritime Intelligence Limited, a company incorporated in New Zealand (company number 8560691) having its registered office at Floor 3, 10 Brandon Street, Wellington Central, Wellington, 6011, New Zealand.
  • access account’ we mean the login and password facility that facilitates your access to the platform and our services.
  • business days’ we mean a day, other than a Saturday or Sunday, on which registered banks are open for business in Wellington, New Zealand.
  • client data’ we mean any data, information, text, content, algorithms or other materials that you upload or input to the platform or otherwise provide or make available to us when using our services or otherwise in connection with the contract, but, for clarity, does not include any data, information, text, content or other materials already held by us prior to any supply by you to us.
  • ‘confidential information’ we mean the contract and any information that is not public knowledge that is directly or indirectly obtained from the other party in the course of, or in connection with, the contract and the provision and use of the services (regardless of whether identified as such or not), and includes:
    • business, technical or financial information relating to our businesses, including non-public information regarding features, functionality and performance of the services and platform;
    • the terms of the contract and the commercial arrangements between the parties;
    • any information that the other party knows, or ought to know, is confidential; and
    • trade secrets, know-how, specifications, inventions, processes or initiatives which are of a confidential nature.
  • ‘contract’ we mean the accepted quotation, subject to these terms, that, along with these terms and our privacy statement, form the contractual agreement entered into between you and us.
  • ‘derived data’ we mean any data, information, or content that is created, developed, or generated by processing, analysing, transforming, or manipulating existing data or information contained in or made available via the services or platform, including the platform content, whether by aggregation, modification, adaptation, or extrapolation. 
  • ‘intellectual property rights’ we mean all intellectual property rights throughout the world including rights in respect of copyright, patents, trade marks, designs, trade secrets, know-how, and circuit layouts (in each case whether registered or unregistered), as well as any application or right to apply for registration of those rights.
  • ‘permitted content’ we mean:
    • movement information, such as vessel positions, track and associations with other sensory data, such as, but not limited to, satellite data;
    • behavioural information derived from algorithms, such as, but not limited to, port visits, ship to ship events, fishing activity and slow movements;
    • vessel fleet, owner and relationship information, including network graphs illustrating the strength of a relationship between entities and changes, mismatches or updates; and
    • risk indicators based on a range of criteria drawn from the three categories above and other data sources.
  • personal information’ we mean information about an identifiable individual.
  • platform’ we mean the web-based online software and Starboard Maritime Intelligence platform hosted by Starboard that we provide you access to under the contract, including for the purposes of accessing the platform content.
  • platform content’ we mean:     
    • all data and information contained in the platform and services (including the permitted content); 
    • any metadata generated by us and the platform and services in connection with your use of the platform and services;
    • insights, including analysis, interpretations, conclusions, or actionable information (including trends, patterns, correlations, predictions, or other informational outputs that provide value or inform decision-making):
      • generated by you through your access and use of the platform and services (or data and information therein); or
      • provided by us pursuant to the platform and services (including as a form of AI generated summarisation, support offering or deliverables); and
    • any other data and information provided or made available by us or otherwise accessed by you under or in connection with the contract,

regardless of format and delivery method.

  • privacy statement’ we mean the privacy statement available at starboardintelligence.com.
  • quotation’ we mean the quote we provide you in respect of the subscription fee payable by you for your requested subscription plan (including in electronic form).
  • services’ we mean all the services we provide to you, including our provision of access to the platform and platform content in accordance with your subscription plan.
  • ‘software’ we mean the platform and any software, documentation or data related to the services, and includes any maintenance releases or updates to that software from time to time.
  • subscription’ we mean a specific subscription plan or package for the services.
  • subscription fee’ we mean the fee for your subscription plan shown in your quotation or that we otherwise notify you about when you subscribe for the services.
  • subscription plan’ we mean the subscription plan you select at the time you subscribe to our services.
  • subscription term’ we mean the term during which you subscribe for access to the platform, as determined by your quotation, subscription plan and/or the contract, and as renewed in accordance with the contract.     
  • ‘taxes’ we mean taxes, levies, duties or other charges of any kind imposed by any governmental authority, including but not limited to sales, use, goods and services, value-added, excise, withholding, income, payroll, and other taxes, as well as any interest, penalties, or additions thereto.
  • terms’ we mean these Starboard terms of use, as amended from time to time.
  • ‘third party inputs’ we mean data, information, reports, images, plans, documents or other materials of any nature which are supplied to, collected, licensed or acquired by us from a third party supplier and which we use for the purpose of providing, or incorporating into, the platform and/or services.
  • ‘third party supplier’ we mean any entity, government department, agency or other organisation:
    • from whom we license the third party inputs; or
    • who provides us with infrastructure and other services that enable our services and platform to operate.

2. Subscribing to the Starboard platform

In this section, we tell you all about how to subscribe to the Starboard platform and use our services as well as some important obligations that you have in connection with your subscription.

You can request a quotation from us by contacting us directly or through our website, starboardintelligence.com. The quotation we provide you will tell you about the details of your proposed subscription for the services, for example:

  • your subscription plan (including if your subscription provides your whole organisation or only certain persons within your organisation with access to our platform);
  • your subscription term;
  • your subscription fee;
  • when and how frequently your subscription fee will be payable; and
  • any special terms applicable to your use of our platform and our services.

Any quotation that we provide you will be deemed an offer by us to you to subscribe to our services on these terms and in accordance with any terms set out in the quotation. The contract between you and us is made up of the quotation, these terms and our privacy statement (and any amendments to those documents from time to time). In the event of any conflict, the following order of priority applies: the quotation; then these terms; then the privacy statement.      

Unless otherwise set out in your quotation, your subscription term will start on the date set out in the quotation and will run for an initial period of one (1) year, unless terminated earlier in accordance with this Agreement. At the end of the initial period of one (1) year, and at the end of each subsequent period of one (1) year, your subscription term will automatically renew for successive periods of one (1) year each, unless either party gives written notice of non-renewal at least 30 days before the expiry of the then-current one (1) year renewal period.

We might agree to let you try the platform for free for a trial period. We won’t charge you for our services during the free trial period, but if you choose to continue using our services at the end of your trial then we’ll bill you the subscription fee for that continued use.

In subscribing to the services and using the platform, you warrant and represent to us that you nor any of your affiliates, personnel, end users or agents is:

  • listed on any applicable sanctions or restricted party list; or
  • located, organised in, or ordinarily resident in any country or territory subject to comprehensive trade sanctions or embargoes.

3. Using the Starboard platform

In this section, we tell you all about your rights to use the platform, what we don’t promise about the platform and when we can suspend your access to the platform.

You’re permitted to access and use the platform, for your subscription term, in accordance with the contract. Although we have no obligation to do so, we can and may monitor your use of the platform and our services.

You don’t have the right to sub-license or transfer your right to access and use the platform, or any other rights that we grant you under the contract.

We will use our reasonable endeavours to make the services and the platform available to you on an uninterrupted and error-free basis. However, except as expressly set out in the contract, to the maximum extent permitted by applicable law, the services and the platform are provided on an “as is” and “as available” basis and we (and our third party suppliers) don’t make, and expressly disclaim, any and all terms, conditions, warranties or representations (express or implied, by law or otherwise) in connection with our services, your use of our services, our platform content, and our platform, including that the services and/or the platform and/or platform content and any other tools, data and/or services provided or licensed to us by any third party suppliers (including any AI tools or third party inputs) that are integrated or incorporated into the same, will be merchantable, will meet your requirements, are compatible, fit or suitable for your intended purpose or use, or will be of satisfactory quality, available at all times, uninterrupted, reliable, error-free, correct, accurate, complete, current, up-to-date or non-infringing. 

Without limiting the above, you acknowledge and agree that the services and/or the platform may rely on third party suppliers for:

  • third party inputs, which may be subject to the limitations, including errors, inaccuracies and omissions; 
  • infrastructure and services, including but not limited to cloud hosting and storage services, data processing services, and communication networks; and
  • artificial intelligence and machine learning software and tools (AI tools) to deliver results more efficiently, perform certain product functionality and to leverage the commercial, technological and strategic benefits associated with such AI tools, including in a ‘customer-facing’ capacity as part of the services and platform (such as the production of any derived data) and for our internal business purposes,

and that the reliability, availability and performance of the services and the platform may be affected by the reliability, availability and performance of such third party inputs and third party supplier services, which are beyond our control.

Where the services and/or the platform include links, integrations or connections to third-party websites, applications or other services, you acknowledge that such links, integrations or connections do not imply our review or endorsement and you proceed at your own risk to a third-party website, application or other services.

4. Suspending your access and maintenance

In some circumstances, we might need to suspend access to our platform. This section describes those circumstances.

We can suspend your access to our platform (either to you or to all users of our platform):

  • temporarily, for the purposes of undergoing maintenance (whether scheduled or      otherwise) to the platform or the systems underpinning the platform;      
  • if we’re required to do so by a third party supplier on whom we rely to provide the platform; and/or
  • if we reasonably think that it is necessary to do so to mitigate any security risks, that you are in breach of the contract or that continued performance would expose us to risk of breaching export control or sanctions laws.

If we need to suspend your access to the platform for scheduled maintenance, then we’ll use our reasonable endeavours to provide notice in advance via the platform and on our website and will use our reasonable endeavours to schedule such maintenance outside of our business hours. However, you acknowledge that we may need to suspend your access to the platform without providing any advance notice to you when there is unplanned disruptions or for unscheduled emergency maintenance.

5. Our fees

This section tells you all about how our subscription fees work and what happens if you don’t pay them. The price of your subscription is explained further in your quotation.

We’ll charge you for the subscription fee as described in your quotation. If your quotation doesn’t describe when the subscription fee is payable, the subscription fee is payable in advance. We will issue an invoice for the subscription fee on the date on which you subscribe for the services (or, if you continue using our services once your free trial ends, if applicable).     

Unless your quotation specifies another payment date, you’ll need to pay us the amount specified in the invoice, in full and electronically in cleared funds without any set off or deduction, by the 20th of the month following the month in which we issue you the invoice. Except as set out in the contract, all subscription fees are non-refundable.

Subscription fees do not include taxes. You are responsible for all taxes (excluding our income taxes). If you are required by law to deduct or withhold taxes from the amounts due to us under the contract, you will ensure that the amount due to us is increased so that the payment actually made to us equals the amount due to us as if no such taxes had been imposed.

It’s important that you pay us on time. Without prejudice to any other rights and/or remedies available to us, if you don’t pay us any amount when due, then we can suspend your access to our services and we can also charge you late payment interest at the default rate of 5% per annum accruing daily and compounding monthly on the entire amount outstanding (including any interest accruing) for a period from and including the date payment was due until the date of actual payment.     

If we detect that your usage of the platform or services is inconsistent with the basis of your subscription plan, without limiting our rights under section 15, we may elect to retrospectively adjust your subscription plan and subscription fee to match your actual usage, and we may invoice you accordingly.

In addition, we may need to change your subscription plan or subscription fee from time to time. If we make a change to your subscription plan or subscription fee, we’ll let you know by sending you an email or by displaying a message in our platform at least 30 days in advance. You can then elect to continue using the platform and services (in which case then you’ll be deemed to have accepted the new subscription plan or subscription fee after the expiration of our 30 days’ notice) or terminate your subscription and the contract by notifying us in writing before the expiration of our 30 days’ notice.

6. Your obligations

This section tells you all about what you should (and shouldn’t) do when you’re using our services.

You must (and you warrant and represent that you will):

  • comply with any guidelines or instructions we provide in respect of the platform and/or the use of our services;
  • comply with all applicable export control laws, trade sanctions, embargoes and foreign trade regulations, including (without limitation) those of New Zealand, Australia, the United Kingdom, the United States of America, the European Union and any other jurisdiction applicable to the platform and/or the use of our services or their use;
  • promptly provide any information reasonably requested by us to enable us to comply with applicable export control or sanctions laws;
  • keep secure and confidential the details of each access account; and
  • let us know as soon as you can if you become aware of any actual, attempted or suspected unauthorised access of the platform or an access account, by sending an email to support@starboardintelligence.com, and use your best efforts to stop any such unauthorised use.

You must not:

  • gain access to the platform or any of its functionality (including platform content or other data made available through the platform) which you don’t have our authority to access, or attempt to do so;
  • circumvent any security or access controls of the platform or services, including but not limited to, the use of automated tools to access features not intended for your subscription plan;
  • use the services, platform or any platform content in connection with:
    • designing, creating, improving, providing, sponsoring, administering, calculating, pricing or otherwise supporting any index or other financial product or service;
    • a registration statement, prospectus, information memorandum, public or private debt issue documentation, bond issue documentation or other offering document, acquisition or valuation documentation or deal negotiation documentation; or
    • filing with any securities authorities;
  • reverse engineer, de-aggregate, decompile, disassemble, translate or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the services, platform or platform content;
  • remove, alter or deface any copyright notices, disclaimers, watermarks, legends or other proprietary notice appearing on or in the services, platform or platform content;
  • use the services, platform or platform content:
    • for any unlawful, harmful or offensive purpose;
    • as a source for any kind of marketing or promotion activity; or
    • for the purposes of compiling, confirming or amending your own database, directory or mailing list;
  • export, re-export, transfer, access or use the services, platform or software:
    • in violation of applicable export control or sanctions laws;
    • in connection with any prohibited end-use under applicable law (including prohibited military, intelligence, weapons, nuclear, chemical, biological or missile end-use that is contrary to applicable law); or
    • to any third party without all required governmental authorisations;
  • attempt to undermine the security or integrity of the systems used to deliver the platform to you or use them in a manner which may impair their functionality;
  • data mine, scrape, crawl, aggregate, copy, extract or attempt to harvest (whether by any automated or excessive process, ‘brute force attack’ or otherwise) the services, platform or platform content for any purpose, including setting up or adding to a database;
  • copy, alter, modify, transmit, publish or reproduce the platform or any platform content (or any of its functionality), or attempt to do so;
  • prepare any translations, modifications, or derivative works of the services, platform or platform content  (without limiting your rights in respect of platform content as set out in section 7), or attempt to do so;
  • use the services, platform or platform content in a way that infringes (or causes us to infringe) applicable law or any person’s rights (including intellectual property rights and privacy) or to build a product or service that competes in any way with our business (including with the services) or the business of any third party supplier;
  • allow any other person to use the platform or access the services in reliance on your access account; or
  • leave your computer or endpoint devices unattended when you’re connected to the platform through your access account.

7. Platform content and derived data

We know our data rich content is why you’re here. But there are important restrictions on how you can use what we make available to you. That’s what this section is all about.

All platform content and any intellectual property rights in the platform content, as well as any intellectual property rights owned or licensed by us in or relating to the platform and services (including any copyright, trade rights or service mark, trade or business name, logos and any other distinctive brand features), is and shall remain our property or the property of our affiliates or other relevant third party suppliers.

In addition to the above, all intellectual property rights of any kind developed, conceived, acquired or created in the course of or in relation to our making available of the platform and services to you, your use of the platform and services and the use of your client data, including in any derivative works created by or in connection with your use of the platform and services or the use of your client data, and all improvements, enhancements or modifications thereto, shall be owned by us and, to the extent required by us, you will assign to us, or will procure the assignment to us of, any such rights (whether presently existing or to be created in the future). You will take any and all actions that may reasonably be required by us or our third party suppliers to protect our or their proprietary rights.

For clarity, you retain ownership of your client data. Nothing in this section transfers ownership of your client data or any independent reports, analysis, assessments or other work product created by you using the platform and services, provided such work product does not incorporate or disclose platform content or derived data.

Subject to clause 13, we grant you a non-exclusive, non-transferable, non-sublicensable and non-assignable licence to use the platform content for your internal business purposes only, including by:

  • creating derived data from permitted content only (including by searching, screening and filtering individual data points) for the generation of reports either within a defence and national security context and/or within the ordinary course of your business to distribute to your end user clients; and
  • downloading data portions of the permitted content solely for your internal business use and (with the exception of governments, non-government organisations, asset protection and private vessel security users) not for any centralised, interdepartmental  or shared use, subject to any download limitations as applicable to the platform and updated from time to time,

provided that you will not:

  • develop, create or conceive any derived data from any platform content other than the permitted content
  • other than as set out herein, share any platform content, or access to the platform, with your end user clients or any third party; or
  • use the platform as an alternative to obtaining any third party inputs under any direct agreement between you and a third party supplier.

Subject to clause 13, you also can’t charge a third party to receive our platform content or any derived data from you, unless we expressly permit you to do so in writing.

Unless we say otherwise, you must:

  • comply with any guidelines or instructions we give you (whether directly or as published on the platform) in respect of your use of the platform content (as updated or issued from time to time); and
  • at our request, cease using or performing any activities or actions in respect to any platform content (including if we think it necessary or desirable to do so in connection with any actual or potential challenge in relation to any intellectual property rights or other rights in the platform content).

So far as we are aware, the platform content, and your use of the platform content in accordance with the contract, does not and will not infringe the intellectual property rights of any person.

8. Client data

When you’re using our platform and services, you may provide us with data and other information. This section tells you about how we can use that data and some important representations you make when providing us with client data.

Any rights in client data that you provide us when using our services and the platform belong to you.

You grant us a royalty-free, perpetual, non-exclusive, worldwide and sublicensable right to use, reproduce, modify, prepare derivative works of (including the creation of platform content), decompile, disassemble, combine, display, publish and adapt the client data in connection with the platform and services and across different media for any purpose related to our business and the platform and services, and shall also include the following purposes:

  • providing our platform and services;
  • preventing and/or addressing any service, support, or technical problems;
  • undertaking maintenance and protecting against security incidents, and fraudulent, malicious, and illegal activity in connection with the platform;
  • improving and developing our platform and services;
  • producing analytics, statistics, and reports regarding the use of the platform, such as billing, gauging interest, identifying usage patterns, conducting statistical analysis and identifying trends and insights and research and development, and you agree that such analytics, statistics, and reports do not comprise client data for the purposes of the contract;
  • sharing aggregated and/or anonymous reports about our platform with third parties;
  • combining and aggregating client data (in whole or in part) and any derivative works created from it with other data and datasets in order to create a public database or catalogue;
  • where required or permitted to do so in accordance with applicable law; and
  • otherwise in connection with our rights and obligations under the contract.

You represent and warrant to us that our use of the client data complies with applicable law, and that our receipt, use, disclosure and processing of the client data in accordance with the contract won’t cause us to breach applicable law and won’t infringe the intellectual property rights or any other rights (including privacy). You’re also responsible for ensuring that you have all necessary licences, permissions and authorisations to provide us with the client data and for us to use the client data in accordance with the contract (including by ensuring you’ve made all necessary privacy disclosures to individuals or that you’re otherwise authorised to allow us to use and disclose client data as described in the contract).

You acknowledge and agree that we are entitled to rely on the accuracy and completeness of the client data and, unless expressly required otherwise, we have no obligation to verify the accuracy or completeness of the client data. You undertake to ensure that all the client data inputted into the services and platform is true, accurate, up to date and without material omission.

You are solely responsible for maintaining a copy of all the client data. We have in place for our own purposes policies and procedures to prevent data loss (and recovery), but do not make any guarantee around loss or corruption of any client data. You acknowledge and agree that we are not responsible for, and have no liability in respect of, the client data, loss or corruption of client data, or how you use the client data (or any derived data) and we reserve the right to remove from our servers any content that may expose us to potential liability.

On the termination of the contract, at your cost and request, we’ll provide you with a copy of the client data that we hold in a format we reasonably consider appropriate, provided that you make such request within 20 business days of the termination of the contract.

9. Anonymised statistical data

We can use anonymised data we collect about your use of our platform to deliver our services to others and make improvements to our service offering.

When you use our services we may create anonymised statistical data, including through aggregation, and then use that anonymised data for our own purposes, including to provide and improve our services, to offer our services to others, to develop our platform and new product offerings, to learn about how users interact with our services, and for other uses we communicate with you from time to time. This means we might use and redistribute your client data in an anonymised and/or aggregated form.

10. Feedback

Have an idea about how we might improve things around here? Tell us! This section explains how we can use your feedback.

Our users help us to keep delivering innovative and useful services.

We love hearing your feedback and can use any information, ideas, comments, and suggestions you give us without restriction. We won’t pay or compensate you to use your feedback. Any rights in the feedback, and in things we create as a result of or in connection with the feedback, will be owned by us.

11. Privacy

Our collection, use, and disclosure of personal information is governed by our privacy statement.

We will collect, use, and disclose personal information about you in connection with your use of the platform and services in accordance with our privacy statement

The privacy statement applies only to the platform and services and does not apply to any third party website or service linked to the platform and services or referred to through the platform and services or by our personnel. Each party acknowledges and agrees that the privacy statement is incorporated into and forms part of the contract, and each party shall comply with its respective obligations in the privacy statement in connection with any personal information stored, accessed or processed by a party through the platform and services.

Notwithstanding the privacy statement, to the extent either party does collect, use, access or process any personal information in connection with the contract, each party warrants and agrees that it will comply with applicable privacy laws.

12. Confidentiality

We will protect the confidentiality of your confidential information. And we expect you to do the same for us.

Each party (the receiving party) agrees and acknowledges that the other party (the disclosing party) has disclosed, or may disclose, confidential information pursuant to the contract. Where the receiving party receives confidential information from the disclosing party under or in connection with the contract, the receiving party will: (a) keep the confidential information strictly confidential, which shall include implementing and maintaining appropriate administrative, physical, and technical safeguards and security measures designed to protect the disclosing party’s confidential information from unauthorised use or access; (b) not use, modify, reproduce or exploit the confidential information for any purpose other than as is permitted under the contract; and (c) subject to the permitted disclosures below, not disclose confidential information to any person other than its representatives whose access is necessary to enable it to exercise its rights or perform its obligations under the contract and who are under obligations of confidentiality substantially similar to those in this section 12.

Notwithstanding the restrictions above, the receiving party may disclose confidential information: (a) to its professional advisors, to obtain legal or other professional advice in relation to matters arising under or in connection with the contract; and (b) to the extent required to comply with any applicable law, binding directive of a regulator or a court order, in which case the receiving party must use reasonable endeavours to give the disclosing party prior notice of such disclosure (to the extent permitted by law) and disclose only that portion of the confidential information necessary to satisfy the relevant requirement.

The disclosing party agrees that the restrictions above shall not apply in relation to any information that: (a) is or becomes generally available to the public through no act or fault of the receiving party; (b) was in the possession of the receiving party or known by the receiving party prior to receipt from the disclosing party; (c) was rightfully disclosed to the receiving party without restriction by a third party; (d) was independently developed without use of any confidential information of the disclosing party; or (e) is disclosed by the receiving party 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 the receiving party enters into a confidentiality agreement with the third party on terms no less restrictive than this section 12.

Each party agrees that breach of this section 12 may cause irreparable injury to the other party, for which monetary damages may not provide adequate compensation, and that, in addition to any other remedy, the other party will be entitled to seek injunctive relief against any breach or threatened breach, without proving actual damage or posting a bond or other security.

13. Third party features

We work with other innovative people to deliver our services. That means that your use of some features of our platform, and your purchase of certain products or services provided by a third party supplier, will be subject to the terms of those third party suppliers. This section describes that a bit more.

When you access, purchase, and/or use content, products, services or features offered by a third party supplier in connection with our services, that third party supplier’s terms will govern your access, purchase and/or use. You must not do anything that causes or may cause us to breach third party supplier’s terms. If you have any questions about a third party supplier or its terms, you should contact that third party supplier directly.

14. Evolution of the services and changes to these terms

We’re innovating, changing, and growing. We might need to make changes to the services and/or these terms from time to time. This section explains how we’ll do that.

Subject to the provisos in this section 14 below, and section 5 above with respect to changes to your subscription plan or subscription fee, no variation to the terms of the contract will be of any force or effect unless it is in writing and agreed by the parties.

We may at any time change the method of provision of, or access by you to, the services, or add, remove, change, update and/or disable features and capabilities, as part of the evolution of the services, including as a result of changes to our arrangements with third party suppliers, changes to applicable law that in our reasonable opinion affect our ability to provide the services, the manner or cost of providing them or the manner in which you are able to use the services and/or to change or discontinue any feature or functionality of the services for any reason, provided that:

  • we may not significantly degrade the core functionality or user experience of the services during your subscription term; and
  • we will provide you with reasonable advance written notice of any material change (change notice).

If you consider that any change made pursuant to this section significantly degrades the functionality or user experience of the services and we do not provide equivalent replacement functionality or user experience, you may terminate the contract by giving written notice to us within thirty (30) days of the change notice, provided that we do not elect to reverse the change before expiry of the notice given by you under this section.

In addition to the above, we may need to and reserve the right to change these terms and/or privacy statement from time to time during the subscription term:

  • in the case of material changes, by giving you notice in writing; and
  • in the case of all other changes, by updating the version of the terms and/or privacy statement.

You can then elect to continue using the platform and services (in which case then you’ll be deemed to have accepted the amended terms and/or privacy statement after expiration of 30 days’ following notification of the change or updating of the terms and/or privacy statement, as applicable and the updated terms and/or privacy statement (as applicable) shall then apply on and from the commencement date of the next renewal of your subscription term) or terminate your subscription and the contract by notice in writing to us before expiration of such 30 day period.

15. Termination

You can easily terminate your subscription by providing notice to us, but you’ll still need to pay your subscription fee for the remainder of the subscription term. This section explains a bit more about that and also about when we may terminate your subscription.

You can terminate the contract (including your subscription to the platform) by notice in writing to us at any time. If you terminate the contract, then:

  • unless (a) you terminate pursuant to a change notice issued under section 14, or (b) you terminate in the event (i) we have changed the terms and/or privacy statement during your subscription term pursuant to section 14 or (ii) we have changed your subscription plan or subscription fee during your subscription term pursuant to section 5, you’ll need to keep paying your subscription fee for the remainder of your subscription term and we won’t provide you with a refund for any amounts you’ve already paid;
  • on termination:
    • your access to the platform and your right to use our services, platform, and platform content will automatically expire; and
    • we’ll disable your access account.

We can terminate the contract immediately by notice in writing to you if:

  • you fail to comply with any of your obligations under the contract;
  • you provide any person with access to your access account other than someone authorised by us; and/or
  • you fail to pay your subscription fee on time; and/or
  • you become insolvent, liquidated or bankrupt, have an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, become subject to any form of insolvency action or external administration, or cease to continue business for any reason.

On expiry of the contract or if we terminate the contract (including your subscription to the platform), then:

  • we will disable your access account;
  • you’ll immediately cease to have the right to access the platform or use the services; and
  • you will not be entitled to a refund of any prepaid subscription fees and must pay any unpaid subscription fees in relation to the remainder of the subscription term to the extent permitted by applicable law.

In addition to the above, on termination or expiry of the contract:

  • each party shall delete, destroy, or return all of the other parties’ confidential information in its possession or control (other than confidential information stored in an electronic storage system where it is not reasonably possible to delete this information, in which case the receiving party agrees not to access that confidential information, unless required by law);
  • notwithstanding the above, you shall destroy any items or printed materials relating to the platform or services (including data, software, and documentation) and purge any platform content from all electronic media and upon request from us provide written certification to us that you have complied with such requirements;
  • the rights and liabilities of the parties accrued at any time up to the expiry or termination date are not affected; and
  • all clauses and sections of the contract which by their nature should survive expiry or termination will survive expiry or termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

16. Liability and indemnity

Read this section extra carefully since it outlines who is liable (and not liable) for what. It also tells you about the circumstances where we may require you to cover our losses.

You’re solely liable and responsible for any actions that are taken on or in respect of the platform or in connection with the services using your access account, including the acts and omissions of your user, any representatives and end clients. This means you’re responsible for ensuring that your use of our platform and services complies with applicable law.

You must indemnify us on demand, and keep us indemnified, for all liabilities, losses, damages, costs, and expenses incurred or suffered by us arising from, or in connection with:

  • any claim or demand made against us that our incorporation and/or use of the client data  infringes any applicable laws, or the intellectual property rights or other rights of any other person; and
  • any claim or demand made against us arising from your breach of sections 7 and/or 13.     

In addition, you indemnify and hold us and our third party suppliers harmless against any costs, liabilities, damages arising out of your breach under applicable data protection and privacy laws and regulations.

To the maximum extent permitted by applicable law, we won’t be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, under or in connection with the contract and/or your use of the platform or our services (including any inability to access the platform), for any of the following:

  • any loss or damage arising from any failure of systems, hardware, software, communications equipment, networks, or other equipment used by you to access the platform;
  • any loss or damage caused by or arising from a distributed denial-of-service attack, viruses, or other technologically harmful material that may infect or corrupt your computer hardware, software, data or devices arising from your use of the platform;
  • any loss of the use of money, loss of anticipated savings, loss of bargain, loss of revenue, loss of or corruption of data, loss of opportunity, loss of business, loss of profit, loss of goodwill or loss of reputation (in each case, whether direct or indirect);
  • any indirect, special or consequential loss or damage regardless of how such loss or damage is caused;      
  • any loss or damage arising as a result of any third party bringing a claim in respect of any of the above types of loss; and/or     
  • any loss or damage arising as a result of any the unavailability of any content, products, services or features of the platform and services provided or offered by a third party (or with respect to which the platform and services rely on a third party to perform or supply).

Without limiting the above exclusion to our liability, to the maximum extent permitted by applicable law, our aggregate liability to you due to, for all and any liabilities, losses or damages under and/or arising out of or in connection with the contract and/or your use of the platform and the services (including any inability to access the platform) in contract, tort (including negligence), breach of statutory duty or otherwise, in respect of any and all claims, will not exceed:

  • in the case where you access the platform on the basis of a free trial, NZD$1.00;
  • in all other cases, the subscription fee actually paid by you in the 12 months prior to the date on which the event or circumstance giving rise to our liability occurs.

17. Notice

You might have noticed that you need to give us a notice in certain circumstances, like if you want to exercise your right of termination. We might give you notice too. This section explains how that works.

Any notice that we need to give you under the contract will be valid if we notify you through the platform or we send you an email to the contact details you’ve given us.

If you’re required to or may give notice to us under the contract, then you must send that notice to us at support@starboardintelligence.com (or to any replacement email address that we notify you).

Notices given by us or you in accordance with this section will be deemed to be received:

  • if provided by us through the platform, immediately; and
  • if sent by you or us by email, at the time of transmission, unless the sender was put on notice that the transmission was unsuccessful.

But, if the time and day on which a notice would have been deemed to have been received by us in accordance with the above is not between 9 am and 5 pm on a business day, then the notice will be deemed to be received by us at 9 am on the next business day.

18. Disputes

This section explains how disputes may be resolved.

Most concerns can be resolved quickly by you getting in touch with our support team at support@starboardintelligence.com.

For non-support related matters, or any other disputes between us, both parties agree to first contact the other party in writing and refer such dispute to a senior executive officer of each party who will use best commercial efforts to resolve the dispute informally and in good faith. If we can’t resolve a dispute amicably between us within ten business days of such notification, then either you or us can, by written notice to the other, refer that dispute to the mediation of a single mediator agreed between us (or, if we can’t agree on a mediator within ten business days of that written notice, a mediator appointed by the President for the time being of the New Zealand Law Society).

If you and we can’t resolve the dispute within 20 business days of the dispute being referred to mediation, then you and we will be entitled to exercise all rights and remedies available at law.

Nothing will prevent us or you from commencing legal proceedings to seek urgent interlocutory relief.

19. General

There’s a few more important things we want you to know about, which we’ve outlined in this section.

The contract contains the entire agreement between you and us with respect to your access to the platform and your use of our services. It sets out the only conduct relied on by you and us. It also supersedes any earlier conduct, prior agreements, representations, and understandings between you and us in connection with your access and use of the platform and our services.

You acknowledge any of our third party suppliers are third-party beneficiaries entitled to directly enforce the contract as if they were an original party to such the contract. Other than in that scenario, nothing in the contract is intended to confer a benefit upon any person other than you or us.

Nothing in the contract or arising out of the relationship established by the contract means that you’re our agent. You also aren’t granted any authority to make commitments on our behalf. And nothing creates any trust, joint venture, or commercial partnership between you and us.

You can’t assign your rights under the contract or in respect of the services to anyone, or purport to do so, unless we say you can in writing. We may transfer our rights under the contract where we reasonably believe your rights will not be materially affected. We may assign the contract in its entirety, without your consent, to our affiliates or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of our assets. The terms of the contract shall be binding upon the parties and their respective successors and permitted assigns

If any term of the contract (or their application to you) becomes invalid or unenforceable at all, the remainder of the contract will continue to apply, unaffected, to the greatest extent permitted by law.

Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.

We may also, in the future, offer new services and/or features through the platform (including, the release of new tools and resources). Any new features or tools which are added to the platform shall also be subject to the contract.

We agree that the contract is the result of negotiations between us. The contract will not be construed in favour of or against either party by reason of authorship.

The quotation constitutes an offer to supply the platform and services on the terms set out in the contract. You accept the quotation by (a) providing written or verbal confirmation of acceptance (including electronically), (b) paying any invoice issued in connection with the quotation or (c) accessing or using the platform and/or services (including during any trial period). The earlier of these events will constitute acceptance of the quotation and a binding agreement to be bound by the terms of the contract.

You submit to the non-exclusive jurisdiction of the New Zealand courts. New Zealand law will govern the contract, the interpretation of the contract, and any disputes arising in connection with the contract. The United Nations Convention on Contracts for the International Sale of Goods and any other international conventions applicable to contracts for the sale of goods do not apply to the contract.