SPRINTIFY
SPRINTIFY PLATFORM TERMS OF SERVICE
Governing Sprintify Momentum, Sprintify SEOS, AI-enabled platform services and related services
VERSION 1.0 | 20 JULY 2026
1. Agreement and acceptance
1.1 These Platform Terms of Service (Terms) form a legally binding agreement between Sprintify Limited, a New Zealand company (Sprintify, we, us or our), and the person or entity that accesses or uses the Services (Customer, you or your).
1.2 By creating an account, accepting an Order Form, clicking to accept these Terms, accessing the Platform, or using any Service, you agree to be bound by these Terms, the applicable Order Form, our Privacy Policy and our Acceptable Use Policy.
1.3 If you accept these Terms on behalf of an organisation, you confirm that you have authority to bind that organisation. In that case, Customer means that organisation, and each person it permits to use the Services is an Authorised User.
1.4 If you do not agree, or do not have authority to agree, you must not access or use the Services.
1.5 If an Order Form, statement of work or other written agreement signed by both parties conflicts with these Terms, that document prevails to the extent of the conflict.
2. Definitions
2.1 AI Services means artificial intelligence, machine learning or automated capabilities made available through the Services, including assistants, coaching, drafting, recommendations, summarisation, classification, analytics, scoring, insights and workflow automation.
2.2 Authorised User means an individual whom Customer authorises to access or use the Services under Customer’s account.
2.3 Customer Data means all data, documents, text, files, records, Personal Information and other content submitted to, stored in, generated through or transmitted using the Services by or on behalf of Customer or its Authorised Users, excluding Sprintify Materials, Usage Data and Aggregated Data.
2.4 Documentation means user guides, help content, implementation guidance and technical documentation Sprintify makes available for the Services.
2.5 Fees means the fees and charges set out in an Order Form, pricing page or other written agreement.
2.6 Order Form means an order, proposal, subscription confirmation, statement of work or similar document identifying the Services, subscription term, users, usage allowances, Fees or additional terms.
2.7 Platform means Sprintify Momentum, Sprintify SEOS and all associated web applications, dashboards, workspaces, modules, APIs and digital functionality made available by Sprintify.
2.8 Professional Services means implementation, onboarding, facilitation, coaching, consulting, configuration, training, support or other human-delivered services.
2.9 Services means the Platform, AI Services, Professional Services, training, analytics, integrations, support and any related service supplied by Sprintify.
2.10 Sprintify Materials means the Platform, Sprintify Methodology, frameworks, processes, principles, values, goal structures, templates, playbooks, educational content, certification materials, workflows, scoring models, analytics methods, reports, dashboards, prompts, designs, software, Documentation and all other materials owned or licensed by Sprintify.
2.11 Subscription Term means the period during which Customer is entitled to use the Services, as stated in the applicable Order Form or subscription selection.
2.12 Third-Party Service means a product, platform, model, application, infrastructure provider or service supplied by a third party and used by, connected to or interoperating with the Services.
2.13 Usage Data means technical, operational and usage information relating to access to and use of the Services, including log, performance, feature, device and interaction data.
3. The Services
3.1 Sprintify provides an AI-enabled strategic execution operating system designed to help organisations translate strategy into goals, coordinate execution, build organisational capability, track progress, learn from delivery and create momentum.
3.2 The Services may include Strategy Hub, strategy and governance dashboards, goal planning and activation workflows, AIR registers, Momentum dashboards, reporting, Knowledge Vault, Recognition, PRO University, AI coaching, analytics, integrations, administration tools and other modules made available from time to time.
3.3 Sprintify may improve, modify, replace or discontinue features where reasonably necessary to develop, secure or operate the Services. We will not materially reduce the core functionality of paid Services during a current Subscription Term without reasonable notice, except where required for security, legal compliance or a Third-Party Service change.
3.4 Professional Services will be supplied in accordance with the applicable Order Form or statement of work. Unless expressly stated, outcomes depend on Customer participation, leadership, data quality, decisions and implementation and are not guaranteed.
4. Accounts, tenants and Authorised Users
4.1 Customer is responsible for its tenant or organisational workspace, its Authorised Users, account configuration, role assignments and all activity occurring through its accounts.
4.2 Customer must ensure that account information is accurate, current and complete and that login credentials are kept confidential. Accounts may not be shared except through functionality expressly designed for shared organisational access.
4.3 Customer must promptly remove access for any person who is no longer authorised and notify Sprintify of suspected unauthorised access or credential compromise.
4.4 Organisation administrators may access, manage, export or delete Customer Data and control Authorised User access. Authorised Users acknowledge that the organisation controlling the tenant may access and administer content within that tenant.
4.5 Customer is responsible for ensuring that each Authorised User complies with these Terms and the Acceptable Use Policy. A breach by an Authorised User is treated as a breach by Customer.
5. Licence and permitted use
5.1 Subject to payment of Fees and compliance with these Terms, Sprintify grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to permit its Authorised Users to access and use the Services and Documentation for Customer’s internal business purposes.
5.2 No right is granted to teach, certify, licence, commercialise, reproduce or deliver the Sprintify Methodology or Sprintify Materials to third parties unless expressly authorised under separate Professional Certification and Brand Licence Terms or a written licence signed by Sprintify.
5.3 Customer must not exceed purchased user, tenant, storage, AI, integration or other usage allowances. Sprintify may require Customer to purchase additional capacity or may reasonably restrict excess usage.
6. Customer responsibilities
6.1 Customer must use the Services lawfully, in accordance with the Documentation, the Acceptable Use Policy and all reasonable security or operational instructions issued by Sprintify.
6.2 Customer is responsible for the accuracy, quality, legality and appropriateness of Customer Data, and for obtaining all rights, permissions, notices and consents required to submit and process Customer Data through the Services.
6.3 Customer must not use the Services as the sole repository for information that it is legally required to retain and must maintain appropriate independent records and backups having regard to its business continuity obligations.
6.4 Customer remains responsible for its strategies, goals, employment decisions, governance, risk decisions, regulatory compliance and all actions taken in reliance on the Services.
6.5 Customer will provide reasonable cooperation, personnel, access, decisions and information required for Sprintify to deliver Professional Services.
7. Artificial intelligence
7.1 AI Services are designed to support human judgement and organisational execution. AI Outputs may be incomplete, inaccurate, inconsistent, outdated or unsuitable for a particular purpose.
7.2 Customer must review AI Outputs before relying on, sharing or implementing them and must apply appropriately qualified human oversight, particularly for decisions affecting people, safety, finance, legal rights, employment, governance or regulatory compliance.
7.3 AI Outputs are not legal, financial, medical, employment, health and safety or other regulated professional advice. Customer must obtain independent professional advice where appropriate.
7.4 Customer must not submit highly sensitive, classified, legally privileged or regulated information to an AI feature unless Sprintify has expressly confirmed that the relevant feature is approved for that category of information.
7.5 Sprintify may use third-party AI model and infrastructure providers to provide AI Services. Customer authorises the processing of Customer Data by those providers solely to supply, secure and improve the contracted Services, subject to applicable privacy and confidentiality obligations.
7.6 Sprintify will not permit a third-party general-purpose AI model provider to use identifiable Customer Data to train its public or general models unless Customer has expressly agreed in writing.
7.7 Customer may not represent AI Outputs as independently verified by Sprintify, nor use AI Services to make solely automated decisions that have legal or similarly significant effects on individuals unless lawful, transparent and subject to meaningful human review.
8. Customer Data and privacy
8.1 As between the parties, Customer retains all right, title and interest in Customer Data.
8.2 Customer grants Sprintify and its subcontractors a non-exclusive, worldwide, royalty-free licence during the term to host, store, copy, transmit, display, modify and otherwise process Customer Data only as reasonably necessary to provide, secure, support and improve the Services, comply with law and exercise Sprintify’s rights under the agreement.
8.3 Where Sprintify processes Personal Information on Customer’s behalf, Sprintify will act as Customer’s service provider or agent to the extent applicable, and Customer remains responsible for the lawfulness of collection and processing instructions.
8.4 Sprintify will handle Personal Information in accordance with its Privacy Policy. Customer must provide all privacy notices and obtain all consents required for its use of the Services.
8.5 Customer Data may be processed in New Zealand and in other countries where Sprintify or its approved subprocessors operate. Sprintify will take reasonable steps to ensure overseas processing is subject to safeguards required by applicable law.
8.6 Sprintify will use reasonable administrative, technical and organisational safeguards appropriate to the nature of the Services and Customer Data. No online service is completely secure, and Sprintify does not warrant absolute security.
9. Usage Data, aggregated analytics and benchmarking
9.1 Sprintify may collect and use Usage Data to operate, secure, support, measure and improve the Services.
9.2 Sprintify may create data derived from Customer Data and Usage Data that has been aggregated or de-identified so that it does not reasonably identify Customer, an Authorised User or any individual (Aggregated Data).
9.3 Sprintify owns Aggregated Data and may use it during and after the agreement for product development, research, statistical analysis, industry benchmarking, execution insights, indices, reports and commercial purposes.
9.4 Sprintify must not publicly identify Customer or disclose Customer Confidential Information through Aggregated Data without Customer’s permission.
9.5 Any benchmark, Momentum Index, score or comparative insight is indicative only, may be based on incomplete datasets and must not be treated as an audit, assurance opinion or guarantee of performance.
10. Integrations and Third-Party Services
10.1 Customer may choose to connect Third-Party Services. Customer authorises Sprintify to exchange Customer Data with those services as necessary to enable the connection.
10.2 Third-Party Services are governed by their own terms and privacy practices. Sprintify is not responsible for their acts, omissions, availability, security, data handling or changes.
10.3 Sprintify may suspend or discontinue an integration if the provider changes or withdraws access, the integration creates security or legal risk, or continued operation is not commercially reasonable.
10.4 Open-source and third-party software components included in the Platform remain subject to their applicable licence terms.
11. Service availability, support and beta features
11.1 Sprintify will use commercially reasonable efforts to make paid Platform services available, excluding planned maintenance, emergency maintenance, internet or Third-Party Service failures, Customer systems, Force Majeure and other matters outside Sprintify’s reasonable control.
11.2 Unless an Order Form includes a specific service level agreement, no uptime commitment or service credit applies.
11.3 Sprintify may identify features as beta, preview, pilot, experimental or early access. Those features may be changed, restricted or withdrawn at any time, may contain errors and are provided without service levels or warranties to the maximum extent permitted by law.
11.4 Support channels, response targets and service hours are as described in the applicable plan, Order Form or support documentation.
12. Fees, billing and taxes
12.1 Customer must pay all Fees in the currency, manner and timeframe specified in the Order Form or invoice. Unless stated otherwise, Fees are exclusive of GST and other applicable taxes.
12.2 Subscriptions are billed in advance and, unless the Order Form states otherwise, automatically renew for successive periods of the same length until either party gives at least 30 days’ written notice before the end of the current Subscription Term.
12.3 Fees are non-cancellable and non-refundable except as expressly stated in the agreement or required by law.
12.4 Sprintify may increase Fees for a renewal term by giving at least 30 days’ notice. Customer may elect not to renew if it does not accept the increase.
12.5 Overdue amounts may accrue interest at 1.5% per month or the maximum lawful rate, whichever is lower, and Customer must reimburse reasonable collection costs.
12.6 Sprintify may suspend access on reasonable notice if undisputed Fees remain overdue, while taking reasonable steps to minimise disruption and preserve Customer Data.
13. Intellectual property
13.1 Sprintify and its licensors own all right, title and interest in the Services, Sprintify Materials, Usage Data, Aggregated Data, brands and all improvements, modifications and derivative works. No ownership transfers to Customer.
13.2 Without Sprintify’s prior written permission, Customer must not copy, reproduce, adapt, translate, publish, sell, licence, distribute, commercialise, reverse engineer, decompile, disassemble, scrape or create derivative works from the Services or Sprintify Materials, except to the limited extent that applicable law prohibits restriction.
13.3 Customer must not use the Services or Sprintify Materials to build, train, benchmark or improve a competing product, methodology, model, dataset, certification or service, or disclose non-public performance testing to a third party.
13.4 Customer may use reports and exports generated for Customer’s internal business purposes, but may not remove proprietary notices or represent Sprintify Materials as Customer’s own methodology.
13.5 If Customer provides suggestions or feedback, Customer grants Sprintify a perpetual, irrevocable, worldwide, royalty-free right to use and commercialise that feedback without restriction or attribution, provided Sprintify does not disclose Customer Confidential Information.
14. Confidentiality
14.1 Each party must protect the other party’s non-public information that is confidential by nature or designation (Confidential Information) using at least reasonable care and may use it only to perform or exercise rights under the agreement.
14.2 A receiving party may disclose Confidential Information to personnel, professional advisers and subcontractors who need to know it and are bound by confidentiality obligations, or where disclosure is required by law.
14.3 Confidential Information does not include information that is public without breach, already lawfully known, independently developed without use of the information, or lawfully received without restriction.
14.4 Sprintify’s Confidential Information includes non-public aspects of the Platform, Sprintify Materials, pricing, security, product plans and methodology. Customer’s Confidential Information includes Customer Data and non-public business information.
14.5 These obligations continue for five years after termination, except for trade secrets and Personal Information, which remain protected for as long as they retain that character or applicable law requires.
15. Security incidents
15.1 Each party must notify the other without undue delay after becoming aware of a security incident materially affecting the other party’s data or systems in connection with the Services.
15.2 Sprintify will investigate confirmed incidents, take reasonable containment and remediation steps and provide information reasonably required for Customer to meet applicable notification obligations.
15.3 Customer must not make public statements identifying Sprintify as responsible for an incident without first consulting Sprintify, except where disclosure is legally required.
16. Warranties and disclaimers
16.1 Each party warrants that it has authority to enter into the agreement.
16.2 Sprintify warrants that it will provide Professional Services with reasonable care and skill and that the Platform will materially conform to its Documentation under normal authorised use.
16.3 Customer’s exclusive remedy for breach of clause 16.2 is that Sprintify will use reasonable efforts to correct or reperform the affected Service. If Sprintify cannot do so within a reasonable time, Customer may terminate the affected Service and receive a pro-rata refund of prepaid Fees for the unused portion.
16.4 To the maximum extent permitted by law, the Services are otherwise supplied “as is” and “as available”. Sprintify excludes all implied warranties, representations and guarantees, including fitness for purpose, merchantability, non-infringement and that the Services will be uninterrupted, error-free or produce any particular business outcome.
16.5 Where Customer acquires the Services in trade, the parties agree that the Consumer Guarantees Act 1993 does not apply and, to the maximum extent permitted by section 5D of the Fair Trading Act 1986, they contract out of sections 9, 12A, 13 and 14(1) of that Act. The parties agree it is fair and reasonable to do so.
16.6 Nothing in these Terms excludes or limits rights that cannot lawfully be excluded or limited.
17. Liability
17.1 Neither party is liable for indirect, consequential, incidental, special or punitive loss, or for loss of profit, revenue, anticipated savings, opportunity, goodwill, reputation or data, whether direct or indirect, arising from the agreement.
17.2 Subject to clause 17.3, each party’s total aggregate liability arising out of or relating to the agreement in any 12-month period is limited to the Fees paid or payable by Customer for the affected Services in that period.
17.3 The limitations in clauses 17.1 and 17.2 do not apply to fraud, wilful misconduct, death or personal injury caused by negligence, liability that cannot lawfully be limited, Customer’s payment obligations, Customer’s infringement or misuse of Sprintify intellectual property, or either party’s breach of confidentiality or privacy obligations. For privacy and confidentiality claims other than wilful misconduct, a lawyer should confirm whether a separate super-cap is appropriate.
17.4 Each party must take reasonable steps to mitigate its loss.
17.5 Sprintify is not liable to the extent loss results from Customer Data, Customer instructions, unauthorised use, Customer systems, Third-Party Services or Customer’s failure to follow Documentation or maintain appropriate controls.
18. Indemnities
18.1 Customer indemnifies Sprintify against third-party claims and reasonable losses arising from Customer Data, Customer’s unlawful or unauthorised use of the Services, or Customer’s breach of the Acceptable Use Policy or third-party rights.
18.2 Sprintify will defend Customer against a third-party claim that the paid Platform, when used as authorised, infringes that party’s New Zealand intellectual property rights, and will pay finally awarded damages or approved settlement amounts.
18.3 Sprintify has no obligation under clause 18.2 to the extent a claim arises from Customer Data, Customer modifications, combinations not supplied by Sprintify, continued use after notice, or use outside the agreement.
18.4 If an infringement claim is likely, Sprintify may obtain continued use rights, modify or replace the affected Service, or terminate it and refund prepaid Fees for the unused portion. This clause states Customer’s exclusive remedy for intellectual property infringement claims.
18.5 An indemnified party must promptly notify the indemnifying party, provide reasonable cooperation and allow it control of the defence and settlement, provided no settlement admits fault or imposes non-monetary obligations on the indemnified party without consent.
19. Suspension and termination
19.1 Either party may terminate for material breach if the breach is not remedied within 20 business days after written notice, or immediately if the breach cannot be remedied.
19.2 Either party may terminate immediately if the other becomes insolvent, enters liquidation or receivership, ceases business or is subject to an analogous insolvency event.
19.3 Sprintify may immediately suspend or restrict access where reasonably necessary to address a security threat, unlawful activity, material Acceptable Use Policy breach, risk to other customers or legal requirement. Sprintify will give notice where reasonably practicable and restore access when the issue is resolved.
19.4 On expiry or termination, Customer’s right to use the Services ends and all outstanding Fees become payable. Fees for a committed Subscription Term remain payable where Sprintify terminates for Customer’s uncured breach.
19.5 For 30 days after termination, Sprintify will make a reasonable standard export of Customer Data available on request, unless prohibited by law, the account was terminated for serious unlawful conduct, or the data has already been deleted in accordance with Customer instructions. After that period Sprintify may delete Customer Data under its retention practices.
19.6 Clauses intended by their nature to survive do so, including intellectual property, confidentiality, payment, liability, indemnities, data rights, dispute resolution and general provisions.
20. Publicity
20.1 Sprintify must not use Customer’s name, logo or identifiable case study in public marketing without Customer’s prior permission. Customer may identify itself as a Sprintify customer, subject to Sprintify brand guidelines.
21. Changes to these Terms
21.1 Sprintify may update these Terms to reflect legal, security, operational or product changes. Sprintify will give reasonable notice of material changes by email, in-product notice or website notice.
21.2 Changes take effect on the stated date. Material changes affecting an existing paid Subscription Term will generally take effect at renewal unless earlier application is required by law or necessary to protect security or prevent abuse.
21.3 Continued use after the effective date constitutes acceptance. If Customer does not accept a material change that applies during its current term, it may terminate the affected Service before the change takes effect and receive a pro-rata refund of prepaid unused Fees, unless the change is legally required.
22. Disputes
22.1 Before commencing court proceedings, a party must give written notice describing the dispute and senior representatives must attempt in good faith to resolve it for at least 15 business days.
22.2 If unresolved, the parties will consider mediation in Auckland, New Zealand, before litigation. This does not prevent urgent interlocutory or injunctive relief.
22.3 These Terms are governed by New Zealand law and each party submits to the non-exclusive jurisdiction of New Zealand courts.
23. General
23.1 Neither party is liable for delay caused by events beyond its reasonable control, excluding payment obligations.
23.2 Customer may not assign or transfer the agreement without Sprintify’s consent, not to be unreasonably withheld. Sprintify may assign it as part of a merger, reorganisation, financing or sale of business or assets.
23.3 Sprintify may use subcontractors but remains responsible for their performance to the same extent as if Sprintify performed the relevant obligations.
23.4 Notices must be sent to the addresses in the Order Form. Legal notices to Sprintify must also be sent to [INSERT LEGAL NOTICE EMAIL].
23.5 The agreement does not create employment, partnership, joint venture, fiduciary or agency relationships.
23.6 If any provision is unenforceable, it is modified to the minimum extent necessary or severed, and the remainder continues.
23.7 Failure to enforce a right is not a waiver. A waiver must be in writing.
23.8 The agreement is the entire agreement about its subject matter and supersedes prior discussions and representations, except fraud.
23.9 Electronic acceptance and signatures are binding, and counterparts together form one instrument.
24. Contact details
24.1 Sprintify Limited, New Zealand company number [INSERT]; registered office [INSERT]; website https://sprintifymomentum.com; support email [INSERT]; privacy email [INSERT].