Website Terms of Use

01Application of Terms

These Terms apply to your access to and use of the Website, Services and Materials.

By accessing or using the Website, you:

  • agree to be bound by these Terms; and

  • where your access or use is on behalf of another person or organisation (including a company), confirm that you are authorised to agree to these Terms on behalf of that person or organisation and that they are bound by these Terms.

If you do not agree to these Terms, you must immediately stop using the Website.

02Changes

We may amend these Terms at any time by updating them on the Website. Unless stated otherwise, changes take effect immediately upon publication. By continuing to access or use the Website after changes are published, you agree to be bound by the updated Terms.

We may, at any time and without notice or liability:

  • modify, suspend or discontinue the Website or any part of it;

  • restrict access to the Website; or

  • change functionality, content or Services.

03Definitions

In these Terms:

Loss

Any claim, liability, damage, loss, cost, expense or proceeding of any kind, including direct, indirect, consequential, incidental, special or punitive loss; loss of profits, revenue, savings, opportunity or goodwill; business interruption; loss or corruption of data; and legal costs on a solicitor-client basis.

Materials

Any content, tools, templates, assessments, outputs, recommendations, initiatives, tactics, reports, methodologies, workshop materials, software functionality, AI-generated content or other material made available through the Website or Services.

Services

Any services, workshops, digital tools, applications, online platforms, assessments, outputs or resources made available by us.

Terms

These Website Terms of Use.

Third-Party Materials

Any third-party product, service, website, framework, vendor, software, technology, educational resource or content referenced, linked or made available through the Website or Services.

Underlying System

Any software, system, network, infrastructure, database, AI model, platform or technology underlying or connected to the Website or Services.

User ID

Any username, password, API key or authentication credential enabling access to the Website or Services.

We, us or our

South Pacific Digital Limited trading as Dynamic Uplift.

Website

www.dynamicuplift.com and www.du.today and all associated applications, systems and services.

You

The person accessing or using the Website or, where applicable, the organisation on whose behalf that person acts.

The words “including”, “such as” and similar expressions do not limit the meaning of the words preceding them.

04Your Obligations

You must:

  • provide true, current and complete information;

  • keep your information accurate and up to date;

  • comply with all applicable laws and regulations;

  • maintain the security and confidentiality of your User ID; and

  • immediately notify us of any suspected unauthorised access or use of your account.

You must not:

  • use the Website unlawfully or fraudulently;

  • interfere with or disrupt the Website or any Underlying System;

  • introduce malware, ransomware, spyware, malicious code or other harmful material;

  • attempt to gain unauthorised access to systems, data or accounts;

  • reverse engineer, copy, scrape, harvest, data mine or automate access to the Website without our prior written consent;

  • reproduce, distribute or commercially exploit the Website or Materials except as expressly permitted by us; or

  • use the Website or Materials in a manner that infringes the rights of any person.

You are solely responsible for:

  • maintaining appropriate cybersecurity protections and backup procedures;

  • ensuring your systems are secure and protected from malicious code; and

  • all activity occurring under your account or User ID.

You indemnify us and our licensors against all Loss arising directly or indirectly from your breach of these Terms, your misuse of the Website or Services, or any act or omission by a person accessing the Website using your User ID.

05Intellectual Property

We and our licensors own all intellectual property rights in the Website, the Services, the Materials, the Underlying Systems, and all related software, methodologies, databases, content, branding, graphics, interfaces and functionality.

Nothing in these Terms transfers ownership of any intellectual property rights to you. You may access and use the Website and Materials solely for your internal lawful business or personal use in accordance with these Terms.

You must not:

  • copy, modify, distribute, reproduce or create derivative works from the Website or Materials;

  • reverse engineer or decompile any software or functionality;

  • remove proprietary notices; or

  • commercially exploit the Website or Materials without our prior written consent.

06Disclaimers

To the maximum extent permitted by law, the Website, Services and Materials are provided on an “as is” and “as available” basis without warranty, representation or condition of any kind, whether express, implied, statutory or otherwise.

We and our licensors disclaim all implied warranties and conditions, including those relating to accuracy, completeness, reliability, availability, merchantability, fitness for purpose, non-infringement, operational suitability, security, and freedom from errors, vulnerabilities or malicious code.

The Website, Services and Materials are provided for general informational and educational purposes only. Nothing made available through the Website or Services constitutes legal, cybersecurity, technical, compliance, insurance, financial, operational or other professional advice.

You acknowledge and agree that:

  • cybersecurity and operational resilience risks cannot be completely eliminated;

  • no tactic, initiative, recommendation or control can guarantee prevention of cyber incidents, fraud, ransomware, outages, data breaches or operational disruption;

  • implementation of any recommendation is undertaken entirely at your own risk;

  • you are solely responsible for assessing the suitability of any recommendation, tactic or initiative for your circumstances; and

  • you must obtain independent professional advice where appropriate.

We make no representation or warranty that:

  • the Website, Services or Materials will meet your requirements;

  • the Website or Underlying Systems will be secure, uninterrupted or error-free;

  • any recommendation or initiative will achieve a particular outcome;

  • any Materials are current, accurate or complete; or

  • any cybersecurity, resilience or operational outcome will be achieved.

The Website or Services may reference or include Third-Party Materials. Such references are provided for convenience only and do not constitute endorsement, approval, certification, recommendation or partnership. We make no representation regarding Third-Party Materials, do not verify or guarantee their accuracy, legality, security or effectiveness, and accept no responsibility or liability arising from or relating to them or your use of them. Any use of Third-Party Materials is entirely at your own risk.

To the maximum extent permitted by law, we are not liable for any Loss arising from Website downtime or unavailability; errors or omissions in the Website or Materials; corruption, compromise or loss of data; malware, ransomware, viruses or malicious code; unauthorised access to systems or information; cybersecurity incidents; operational disruption; or reliance upon the Website, Services, Materials or Third-Party Materials.

07Liability

To the maximum extent permitted by law:

  • your access to and use of the Website, Services and Materials is entirely at your own risk; and

  • we are not liable or responsible to you or any other person for any Loss arising out of or in connection with these Terms, the Website, the Services, the Materials, Third-Party Materials, or your access to, reliance on, use of, or inability to use any of them.

This exclusion applies whether liability arises in contract, tort (including negligence), equity, breach of statutory duty or otherwise.

Without limitation, we are not liable for indirect, consequential, incidental, special, punitive or exemplary damages; loss of profits, revenue, business, opportunity or goodwill; business interruption; corruption or loss of data; cybersecurity incidents; ransomware attacks; fraud events; system compromise; or operational disruption.

To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with the Website, Services or Materials is limited to the lower of:

  • NZD $100; or

  • where you have paid fees directly to us for the relevant Services giving rise to the claim, the fees paid by you to us for those Services during the 12 months preceding the event giving rise to the claim.

Nothing in these Terms limits or excludes rights that cannot lawfully be excluded under applicable law. Where you are acquiring the Services for business purposes, you agree that the New Zealand Consumer Guarantees Act 1993 does not apply to the maximum extent permitted by law.

The limitations and exclusions in these Terms apply for the benefit of our officers, employees, contractors, licensors, related companies and representatives, and survive termination of these Terms.

08Privacy

Your privacy is important to us. Our collection, use, storage and disclosure of personal information is governed by our Privacy Policy and applicable privacy laws, including the New Zealand Privacy Act 2020.

You acknowledge that:

  • personal information may be stored or processed outside New Zealand;

  • use of the Website may involve transmission of information over networks not controlled by us; and

  • no method of electronic storage or transmission is completely secure.

You are responsible for ensuring that any personal information you upload or provide through the Website may lawfully be shared with us.

For more information, please refer to our Privacy Policy.

09Suspension and Termination

We may suspend, restrict or terminate your access to the Website or Services at any time, without notice or liability, where:

  • we reasonably believe you have breached these Terms;

  • we suspect unlawful, fraudulent or harmful activity;

  • required for security, maintenance or operational reasons; or

  • we otherwise consider suspension or termination reasonably necessary.

Upon suspension or termination, your right to access and use the Website immediately ceases and you must cease all use of the Website, Services and Materials.

10General

If we need to contact you, we may do so by email, by notifications through the Website, or by posting notices on the Website. You agree that such communications satisfy legal requirements for written communications.

These Terms are governed by the laws of New Zealand. The courts of New Zealand have non-exclusive jurisdiction in relation to any dispute arising from or connected with these Terms, the Website or the Services.

If any provision of these Terms is illegal, invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remainder of the Terms will continue in full force and effect. Any waiver must be in writing.

Clauses intended to survive termination survive termination, including those relating to intellectual property, disclaimers, indemnities, liability, privacy and dispute resolution.

These Terms constitute the entire agreement relating to your use of the Website and supersede all prior discussions, representations and agreements relating to the Website or Services.