Terms of service

Last updated: 11 February 2025

  1. PLATFORM
    1. By accessing the Platform and receiving the benefit of the Subscription you will be deemed to agree to these terms and conditions which create a contract between Stitch Predict and you.
    2. Stitch Predict will provide you with a non-exclusive, personal, non-transferable right to use the Platform and related consultancy services subject to these terms and conditions.
    3. You may authorise your directors, employees and contractors to access the Platform for your internal business purposes. You are solely responsible for and liable for any act or omission of any authorised user in respect of the authorised user’s access to or use of the Platform.
  2. SUBSCRIPTION PRICE
    1. Stitch Predict will invoice you for the Subscription Price prior to initial access and thereafter on a monthly basis.
    2. Payment of the Subscription Price is due in cleared funds to the bank account notified by Stitch Predict by no later than the 20th day of the month following the date of invoice, unless otherwise agreed.
    3. We reserve the right to change the Subscription Price after the Initial Subscription Period and any agreed Statement of Work has expired. We will notify you of any such changes not less than 30 days in advance of such changes taking effect by email to the address we currently hold for you.
    4. If payment is not received by Stitch Predict on the due date, interest may be charged at the rate of 15% pa., such interest to be calculated on a daily basis from the date payment was due until the date on which payment of the overdue amount (including interest) is made in full and shall accrue after as well as before any court order or judgment.
    5. You shall not be entitled to withhold payment of, or to make any deduction from, or set off any amount against, any monies payable to Stitch Predict.
    6. We reserve the right to recover from you all expenses and legal costs incurred by Stitch Predict (including solicitor/client costs and debt collector’s costs) in relation to obtaining or seeking to obtain remedy of default in payment by you and the enforcement of these terms and conditions.
    7. Stitch Predict shall have the option of immediately suspending or cancelling the Subscription if any amount is not paid in accordance with these terms and conditions.
  3. ACCESS TO THE PLATFORM
    1. Stitch Predict will use reasonable endeavours to maintain the availability of the Platform. The continuity of access to the Platform cannot however be guaranteed and the transmission of information via software and the internet may be interrupted and subject to errors and defects from time to time.
    2. From time to time, we may notify you of changes to the Subscription and any minimum requirements that may apply in order to continue to receive the benefit of the Subscription including, without limitation, any upgrade that may be required and any associated costs.
    3. We may discontinue or revise any or all aspects of Subscription at our sole discretion and without prior notice to take account of (for example but without limitation) changes in law or circumstance relating to the Subscription.
    4. We may, without notice, suspend access to the Platform, in whole or in part, until further notice: (i) to periodically maintain or improve the Platform; or (ii) to comply with any order, instruction or request of any government, any emergency services organisation, or other competent judicial, administrative or regulatory authority.
    5. We may, by notice, suspend or terminate access to the Platform: (i) if we believe that the Platform may be used in such a way as may constitute a breach of any provision of these terms and conditions; or (ii) if you fail to pay all or part of any amount owing under these terms and conditions by the due date or we have any concerns as to your solvency and ability to meet the ongoing obligations under these terms and conditions.
  4. CUSTOMER DATA
    1. You hereby grant Stitch Predict a non-exclusive, royalty free right to use, copy, transmit, store and analyse the Customer Data in accordance with these terms and conditions.
    2. We may use the Customer Data to provide the Subscription and enable you to access the Platform, to improve and develop the Subscription, to communicate with you about your Subscription, to send information we consideration may be of interest to you and to disclose to third party service providers and suppliers for such purposes.
    3. We may combine, aggregate and anonymise data arising out of your use and use by others customers of the Platform. If we do this, we may use such data for our own purposes, to identify trends we consider may be relevant as part of existing or new services that may be offered by Stitch Predict, to improve our services or to develop new services. This right shall be perpetual and shall continue following termination or expiry of a Subscription.
    4. Any personal data or information disclosed to Stitch Predict shall be held and used by Stitch Predict subject to these terms and conditions and our privacy policy as published on our website from time to time.
    5. We will make reasonable efforts to keep Customer Data confidential and secure. You acknowledge and agree however that Customer Data may be communicated over networks that are not owned or operated by us and we cannot guarantee complete security or confidentiality or that third parties will not be able to circumvent security measures. You acknowledge and agree that there is an inherent risk in any communication of Customer Data via IT networks or over the internet.
    6. You hereby indemnify and agree to keep indemnified Stitch Predict and its directors and employees (indemnified persons) against any and all costs, damages, liabilities or losses directly or indirectly incurred or suffered by the indemnified persons as a result of any allegation or claim that the use of the Customer Data infringes the rights of any person or is in breach of any applicable law.
  5. INTELLECTUAL PROPERTY
    1. You acknowledge and agree that Stitch Predict owns and retains the rights to all intellectual property used by or on behalf of Stitch Predict for the Platform and Subscription and all developments or modifications arising out of or in connection with the use of the Platform or through the Subscription (Platform IP). No Platform IP is transferred to you. You shall execute all documents and otherwise do all things reasonably necessary (at the cost of Stitch Predict t) to confirm or perfect Stitch Predict’s ownership of the Platform IP.
    2. You are granted a limited, non-exclusive, personal, non-transferable right to use Platform under a Subscription. You must not: (i) adapt, modify, copy or alter any part of the Platform or any information or reports generated from the Platform; (ii) reverse-engineer, decompile or disassemble the Platform; (iii) alter or remove any copyright or intellectual property notices included with the Platform; (iv) assign, transfer, sub-licence, sub-contract, charge, encumber or otherwise deal with any rights or obligations under these terms and conditions; (v) use the Platform in any unlawful manner, for any unlawful purpose, or act fraudulently or maliciously, for example by hacking into or including malicious code, viruses or data into the Platform; (vi) transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Platform; (vii) use the Platform in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users of the Platform.
    3. Without limiting clause 5.1, all information and reports generated from the Platform including the lay-out, structure and formatting of such information and reports (User Reports) form part of the Platform IP and are to be used solely in connection with the Platform. The User Reports may be downloaded and used by you for your internal business purposes but may not be adapted or integrated as part of any other platform or system or otherwise adapted, modified, copied or altered without the prior written agreement of Stitch Predict
  6. SUBSCRIPTION PERIOD AND CANCELLATION
    1. Your Subscription shall commence on your access being granted to the Platform following payment of the first monthly payment of the Subscription Price and continue for a minimum subscription period of 12 months (Initial Subscription Period). Your Subscription shall continue thereafter subject to cancellation under clause 6.2.
    2. Either of us or you may cancel your Subscription after the expiry of the Initial Subscription Period by not less than 90 days’ notice in writing.
    3. If you lawfully cancel your Subscription, the benefits of the Subscription will continue until the end of your paid-up monthly period and then end.
    4. Without limiting clause 3.5, we may cancel your Subscription if you fail to pay the Subscription Price or any other amount due and payable by you under these terms and conditions. We may also cancel your Subscription by notice in writing to you if we are ever in a position where we are unable to continue to provide the Subscription or support the Subscription (for example but without limitation) if an upgrade is required (but you have not agreed to implement such an upgrade or taken relevant action required by the upgrade) or if we discontinue the Subscription by reason of an event affecting Stitch Predict that continues for an extended period that makes continued performance impossible or impractical, such as an event set out in clause 8.1.
    5. Any cancellation of the Subscription shall be without prejudice to the rights and remedies accruing prior to cancellation. All provisions of these terms that are intended to survive cancellation shall continue in full force and effect including clause 2 (in the event of any outstanding payment owed at the time of cancellation), clause 4, clause 5, clause 6, clause 7 and clause 8.
  7. CLAIMS
    1. All warranties, descriptions, representations and conditions as to fitness, suitability for any purpose or otherwise, whether of a like nature or not, and whether expressed or implied by law, trade custom or otherwise in respect of the Platform and Subscription are expressly excluded to the extent permitted by law.
    2. To the maximum extent permitted by law, the liability of Stitch Predict for any loss, damage, injury or cost arising directly or indirectly from the use of the Platform, any breach of these terms and conditions, any breach of statutory duty or for negligence or otherwise howsoever arising is limited to the aggregate of the Subscription Price received by Stitch Predict from you in the 12 month period immediately preceding the date on which the claim giving rise to liability arose.
    3. Stitch Predict shall not be liable to you or any third party for any consequential, indirect or special damage or loss of any kind howsoever arising, or for any loss of profit, loss of goodwill or reputation.
  8. GENERAL
    1. Stitch Predict shall not be liable for any failure or delay in supply or delivery of the Platform or Subscription caused by event or circumstance beyond its reasonable control including without limitation, fire, flood, explosion, earthquake, storm, flood, drought or natural disaster or events caused by pest or disease, epidemic or pandemic, civil commotion, hostilities (whether war is declared or not), sabotage, an act of terrorism, chemical or biological contamination, the acts of any public authority or any Government sanction, embargo or similar action, compliance with any law, judgment, order or decree, any labour dispute or strike or failure of a sub-contractor, the interruption or failure of any utility services or network (including internet connection), any systemic virus, any hacking or ransomware attack or similar, the failure of the transportation of any personnel, equipment, machinery or supplies and/or the shortage of any fuel, power or supplies. Stitch Predict Predict will use reasonable endeavours to notify you of any such event and its anticipated duration and upon the cessation of the event.
    2. No waiver by Stitch Predict of any breach or failure to enforce any provision of these terms and conditions shall in any way affect, limit or waive Stitch Predict’s right to subsequently enforce and compel strict compliance with these terms and conditions.
    3. If any provision of these terms and conditions is or becomes invalid or unenforceable, that provision shall be deemed deleted from the these terms and conditions and such invalidity or unenforceability shall not affect the other provisions of the these terms and conditions, all of which shall remain in full force and effect to the extent permitted by law, subject to any modifications made necessary by the deletion of the invalid or unenforceable provisions.
    4. These terms and conditions constitute the entire agreement between the parties relating to its subject matter and shall supersede all previous communications, whether written or oral, between the parties with respect to the subject matter of these terms and conditions. The parties acknowledge that they are not relying on any representation, warranty, agreement, term or condition that is not set out in these terms and conditions.
    5. You may not, without the prior written approval of Stitch Predict, assign or transfer your rights or obligations under these terms and conditions to any other person. Stitch Predict Predict may assign or transfer its rights or obligations under these terms and conditions to any other person by notice to you. Stitch Predict may also sub-contract the whole or any part of its obligations under these terms and conditions.
    6. These terms and conditions will be construed and take effect as an agreement made in New Zealand and will be governed by New Zealand law, and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.
    7. In these terms and conditions, capitalised expressions shall have the following meanings:
      1. Customer Data” means data, information or material that you may provide to us, or which we may collect from you, in connection with the Platform or your Subscription;
      2. Initial Subscription Period” means the period set out in clause 6.1;
      3. Platform” means the platform or any Statement of Work (SOW) describing Services and/or Deliverables to be provided by Stitch Predict that enables predictive analytics services to help customers’ analyse and optimise campaigns, including data integration, modeling, and reporting features that analyse and optimise the impact and effectiveness of marketing spend by customers from time to time.
      4. Stitch Predict” means Stitch Predict (CN 9256484), also referred to under these terms and conditions as “we”, “us” and “our”;
      5. Subscription” means a subscription service to access the Platform;
      6. Subscription Price” means the monthly price payable for the Subscription, as notified by Stitch Predict prior to access being granted to the Platform and as may be changed from time to time in accordance with these terms and conditions;
      7. you” means the purchaser of the Subscription, also referred to under these terms and conditions as “your”.

Contact Us

If you have any questions about these Terms, please contact us at support@stitchpredict.com.