Terms of Service

Thank you for choosing to use the Intentful ‘online survey tools’ Service! Your support is greatly appreciated, and we look forward to assisting you going forward. Because we don’t know every one of our customers personally, we have to put in place some Terms of Service - also so there are no surprises later. By agreeing to use our Service, you are confirming you have read and accepted these Terms.

1. Some words we use in these Terms

It helps to be clear, so when we use the following words, they have the following meanings:

End User means the third party who creates the Survey Data;

Fees means the fees we charge you for the Service in relation to the Subscription Plan selected by you as well as in relation to any Support Services or any other services which you request from us from time to time or which are otherwise payable to us under these Terms;

Intentful, we, our, or us, means (unless the context requires otherwise) Intentful Limited, a New Zealand company with NZBN 9429051533724 together with our successor and permitted assigns;

Service means the services described in clause 2(a) below in relation to the Subscription Plan you agree to, and as may be amended from time to time by us in accordance with clause 5;

Software means our software which is used to deliver the Service including all forms and versions of that software as modified and updated from time to time;

Subscription Plan means a subscription plan linked to the provision of the Service, which will be one of several subscription plans which we may offer from time to time (for the current subscription plan options and related Fees click here);

Support Services means our support to you in relation to the Services provided to you as explained in more detail here;

Survey Data means data or other information selected or inputted by an End User of the Service, and which is then passed through to you as part of the Service;

Terms means these Terms of Service as may be amended from time to time in accordance with clause 12(a);

Website means our website located at www.intentful.com or such other website as we may specify from time to time;

Your Data means any data which you provide to us whether for the purposes of your account management or otherwise; and

You or your means the people or organisation named in the account on our Website and including all executors, administrators, successors and permitted assigns.

2. The Service

  1. When you agree to a Subscription Plan with us through our Website or otherwise, and subject to our receipt of your required Fees on time as required, you then receive the non-exclusive licence to use our Software only as a cloud hosted service, in order to receive Survey Data from End Users. You agree that your right will at all times be subject to these Terms.
  2. The type of Subscription Plan you select and agree to, will determine the scope and nature of the Service you receive, and also the corresponding Fees payable by you.
  3. You must follow our instructions from time to time regarding your use of the Service.
  4. You must only use the Service for the purposes intended and not for any other purpose. You must not use the Service for any unlawful activity or to infringe our rights or the rights of any third party. You must not threaten or abuse us or any of our personnel at any time for any reason. You must not use the Service via any robot or other automated tools not associated with us, or use the Service excessively unless we permit such use.

3. Your Account with Us

  1. For the purpose of setting up and maintaining your account with us, we require your business name (if applicable), a natural person’s name who is authorised by that business, and a valid, operating email address and a phone number if we require that. We may also require you to insert the full credit card details from the authorising payer party in accordance with section 4 below. In some circumstances we may choose at our discretion to manually invoice you and seek payment by direct credit. The person who provides this information to us warrants that the business referred to or other payer party has authorised the entry into these Terms and the payment of all Fees to us.
  2. You must ensure that the payment information supplied by you is sufficient to cover the payment of all Fees for the duration of the Subscription Plan selected by you.
  3. Access to your account is provided via magic link authentication. We may choose to upgrade access security at any time in the future and notify you accordingly. It is your responsibility to keep your account and password information strictly confidential at all times. You must not let any unauthorised person have access to your account and password information. We will not be liable to you or any other person as a result of any breach of this obligation by you.

4. Fees and Payment

  1. All Fees are payable in advance by you to us in accordance with the information and related payment authorisation supplied by you in accordance with clause 3(a). This means that, for the Subscription Plan and related time period selected by you, all of the relevant Fees will be payable to us in advance (e.g. annually in advance of selected or potentially month-to-month in advance if you select that option) before you gain access to the Service.
  2. If we do not receive payment in accordance with clause 4(a), we have the right to immediately suspend or terminate the Service but without limiting any other rights or remedies available to us.
  3. All Fees are to be paid in the currency stipulated in the relevant Subscription Plan and shall be deemed to be exclusive of all taxes, levies or duties imposed by any government authority in any jurisdiction unless expressly stated otherwise for the particular Subscription Plan. You must pay us all such additional amounts as and when due, and you authorise us to deduct any such amounts at any time, from the payment source you have supplied to us as a part of your account set up.
  4. We do not receive and store your credit card information directly in our systems. We will always use a globally recognised third-party payment service provider (e.g. Stripe) to receive and store such information so as to allow payment of the Fees to us. It is your responsibility to read and either accept or decline the terms and conditions, and related privacy policy terms, as supplied by that third party payment service provider as that will be an arrangement direct between you and that third party, not with us. We may use one of our affiliated companies to receive the Fees on our behalf.
  5. If we notify a change to your Subscription Plan in accordance with clause 5 below and that change results in a change to the Fee structure associated with that plan, then unless you advise us otherwise in writing within the time period stated within clause 5, you will be deemed to have accepted the revised Fee structure if you continue to use the Service under that Subscription Plan after that time period lapses.
  6. A Fees refund would only ever be due and payable by us to you either under clause 9 or if we intentionally reduce the scope or nature of a particular Service under a particular Subscription Plan to a material degree (not caused by any breach by you) and in a manner which is detrimental to you when assessed against the Fee structure you had previously agreed to pay for that Subscription Plan. You would also need to make a written request for a refund within 30 days (time being of the essence) after the change has occurred as notified by us. The amount of any refund would be as reasonably determined by us based on the detriment which has occurred or will occur to you as a result of the change.
  7. We may send you a New Zealand valid tax invoice on a monthly (or other periodic) basis provided you have loaded full and correct information in your account settings.
  8. If you do not pay us any Fees payable on time and without deduction, you agree that we can charge you interest at the rate of 12% per annum calculated daily on all amounts owing to us until paid in full, and also invoice you for all recovery costs we incur including all legal fees. You agree to pay us for all such additional charges.

5. Changes to the Service

Without limiting clause 7, we may amend the Service associated with any Subscription Plan at any time and provide you with no less than 30 days prior written notice describing the relevant change(s). The provisions of clauses 4(e),(f) and 8 may apply following such notification. If you continue to use the Service after the notice period expires, you will be deemed to have accepted the amended Service accordingly.

6. Privacy & Information Security

  1. Our separate “Privacy Policy” and our separate “Information Security Policy” apply in relation to our receipt and use of personal information and regarding the management and security of Your Data, the Survey Data, and any other information used within the Service. By accepting these Terms, you also confirm that you have read and accept these other Policy terms as well.
  2. The Service does not require the relevant End User to impart that person’s personal information and it should also not be possible for any End User to provide any of that person’s personal information. As a result, we will not be collecting or using in any way, any personal information from or about any End User. We have though, taken the step of placing the statement below in a prominent position within our Software so as to be viewable by each End User:

    “Privacy Statement: The hosted software used for this survey is owned by Intentful Ltd, a New Zealand company. Intentful Ltd does not receive or use any personal information about you from your use of this survey. However, you should be aware that the website and associated business in relation to which you are conducting this survey may be able to assess the survey information you supply, along with other information they hold, to potentially identify you. If you are unsure regarding your personal information in any way in relation to the survey, you should contact the relevant website and associated business to understand their privacy policy and whether any personal information relating to you could be captured or used of your completion of the survey.”
  3. You undertake to not use the Service to gather personal information about End Users specifically or unreasonably beyond that which is required solely regarding the user experience data in relation to your own website.
  4. Your Data, as supplied to us will include some relatively lower risk personal information as described in clauses 3 and 4 above, and our policy document described in clause 6 above includes our receipt, use of such personal information.
  5. You undertake to receive and use any personal information received by you in relation to any of our personnel in accordance with the Privacy laws of New Zealand regardless of whether those regulations would otherwise legally apply to you.

7. Service Availability and Support Services

  1. Although we will use all reasonable endeavours to ensure that the Service operates as intended, we are unable to warrant or represent that the Service will operate on a fault free or continuous basis. By agreeing to these Terms, you accept that there are downtime risks associated with lack of availability for the Service for any number of reasons. This does not negate your obligation to pay the Fees.
  2. In the event of any Service unavailability, we will use all reasonable endeavours to restore the Service as intended as quickly as possible.
  3. We are also unable to warrant or represent that the Service will fulfil any particular requirements you may have. You accept the Service and these Terms on this basis.
  4. Depending on the Subscription Plan you agree to, it may include differing levels of Support Services and related terms. As a result, some of our other customers may have purchased a higher priority support arrangement in relation to a particular incident or event and you accept that. Regardless, we will use all reasonable endeavours in accordance with good industry practice to resolve all material incidents as quickly as reasonably possible in the circumstances.

8. Services Adaptations and API Terms

We offer Application Program Interfaces (“API”s) for some portions of the Service. Any use of the API, including through a third-party product that accesses the Service, is bound by these Terms plus the following specific terms:

  1. You expressly understand and agree that we are not liable for any damages or losses resulting from your use of the API or third-party products that access data via the API.
  2. Third parties may not access and employ the API if the functionality is part of an application that remotely records, monitors, or reports a Service user’s activity other than time tracking, both inside and outside the applications. We will, at our sole discretion, determine if an integration service violates this requirement. A third party that has built and deployed an integration for the purpose of remote user surveillance will be required to remove that integration.
  3. Abuse or excessively frequent requests to the Service via the API may result in the temporary or permanent suspension of your account’s access to the API. We will, at our sole discretion, assess and determine any abuse or excessive usage of the API. If we need to suspend your account’s access, we will attempt to warn you first. If your API usage could or has caused Service downtime, we may suspend access without prior notice.

9. Term and Termination

  1. These Terms will commence when you accept them and pay the initial Fees required. Without limiting the remainder of these Terms, these Terms will end when you have ceased using the Service and have paid all Fees owing to us and have otherwise performed your other obligations under these Terms.
  2. As your Fees payment obligation aligns with the term or duration of the Subscription Plan (including any renewal period) which you agree to, any termination by you under this clause 9(b) will not result in any Fees refund to you, unless a refund is required by law. Subject to the foregoing sentence, you may terminate your Subscription Plan at any time by giving us no less than 7 (seven) days prior notice to that effect (via the required link in your account section on our Website) in which case your Subscription and access to the Service will terminate at the end of the then current payment period under your Subscription Plan as exists when that 7 day period lapses.
  3. Without limiting any other right we may have, we may terminate your Subscription Plan and the related Service at any time for any reason by giving you no less than 30 days prior written notice to that effect. If we do so on a ‘without cause’ basis (i.e. not as a result of any breach by you), and if you have paid us any Fees in advance for any period following the date of termination, we will refund to you those Fees which have been paid in advance.
  4. Without limiting clause 9(b), if you are in breach of these Terms at any time for any reason, we may immediately suspend or terminate your Subscription Plan and/or your account with us. If we do so, you will remain liable to pay us the Fees Subscription Plan which you had agreed to. If we exercise our rights under this clause, we will endeavour to provide you with written notice as soon as reasonably possible.

10. Intellectual property

  1. We are, and will at all times remain, the sole legal and beneficial owner of all intellectual property rights of any kind anywhere in the world (including copyright) pertaining in any way to the Software, its content, the trade mark ‘Intentful’ and any other trade marks owned by us, our Website and its content, and all other aspects of the Service as supplied by us, subject to clause 10(c).
  2. At no time will you obtain any proprietary or other rights to use any of our intellectual property rights other than as expressly stated in clause 2(a) of these terms. You undertake to never assert any proprietary rights against us or any third party in relation to the ownership rights we hold as described in clause 10(a). You also undertake to not reproduce, duplicate, copy, sell, resell, or exploit any portion of the Software or the Service for any reason at any time.
  3. Your Data shall remain owned by you at all times. Ownership of the Survey Data will remain owned by either yourself or the relevant End User as the case may be.

11. Liability

  1. The liability of you to us (and us to you) in relation to these Terms and the Service generally, for any cause or reason whatsoever, will at all times be limited to that amount which you pay to us in the six-month period preceding the date of any written claim (or the first if a series of related claims).
  2. The limitation in clause 11(a) will not apply in relation to any obligation on your part to pay Fees to us, or regarding any breach by either party of the other party’s intellectual property rights or confidential information provided that our maximum liability to you at all times for all claims will not exceed the greater of NZ $5,000 and that dollar amount determined under clause 11(a).
  3. Neither party is liable for any indirect or consequential loss other than in relation to the matters referred to in clause 11(b).
  4. The parties acknowledge that these Terms are entered into for business purposes and that as a result, the Consumer Guarantees Act 1993 (New Zealand) and all other consumer laws are excluded from these Term to the fullest extent permitted by law.
  5. Notwithstanding any other provision of these Terms, we will not be liable to you (including in relation to any refund request) for any breach or other circumstances, the primary cause of which is beyond our reasonable control, including without limitation any error or outage from any third party hosted services provider, any energy or communications public network failure, or any systems security breach by an unauthorised third party provided we have undertaken all reasonable measures to abide by and maintain the security policies referred to in clause 6(a).

12. General

  1. We may amend these Terms and any associated terms or policies at any time by giving you no less than 30 days prior written notice to that effect. If you use the Service after that time period lapses, you will be deemed to have accepted the updated Terms.
  2. Any notices which we send to you will be sent to the email address which you included in your account settings on our Website. You will be deemed to have received all notices sent to that email address. Any notices you send to us must be sent to support@intentful.com.
  3. Neither party will have waived any of its rights under these Terms for any reason unless any such waiver is signed by the party purporting to waive its rights.
  4. We may assign our rights and obligations under these Terms to a third-party purchaser of our business or to another group entity associated with us and without need for prior consent from you. You accept that Your Data may be disclosed to any third party on a reasonable basis for this purpose. You may not assign any aspect of these Terms or your obligations to us without our prior written consent which may be withheld at our discretion.
  5. If you have a dispute with us, you must send us written notice of that dispute and if required by us, you must attend Mediation in New Zealand (via audio visual means if desired) in relation to that dispute before any other legal proceedings can be commenced by you. Each party will bear their own costs associated with any Mediation and also a half share of the Mediation specific costs. If a Mediator cannot be agreed between us, one will be appointed by the New Zeal Law Society. Any Mediation will take place in Auckland, New Zealand, and in the English language. The Mediator’s specific rules will also apply to both parties.
  6. These Terms constitutes the entire agreement between you and us and replace all prior representations, arrangements, and understandings.
  7. These Terms will be governed by the laws of New Zealand, and both you and us agree to submit to the non-exclusive jurisdiction of the New Zealand courts.

If you have any queries in relation to these Terms, please contact support@intentful.com.