Terms of service

1. Interpretation

In these Terms: we, us and Growth Spurt mean NetPotential Limited, trading as Growth Spurt. You and the Customer mean the person or company subscribing to the Service. The Service means Aiva, including the platform, its skills, the API and any connectors we supply. Your Data means the information you or your customers put into the Service. An Order means the subscription plan, pricing and any written statement of work we have agreed with you.

2. The Service

We provide the Service on a subscription basis from the date agreed in your Order. We will provide it with reasonable skill and care, in a professional manner and in line with accepted professional standards.

We may improve, change or replace parts of the Service. Where a change materially reduces functionality you rely on, we will give you reasonable notice.

3. Your responsibilities

You agree to:

• give us the access, credentials and information the Service needs to work;
• keep your account credentials and API keys secure, and tell us promptly if they are exposed;
• ensure you have a lawful basis to contact the people whose details you load into the Service, and that you hold any consents required under the Privacy Act 2020 and the Unsolicited Electronic Messages Act 2007;
• review anything the Service presents to you for approval before it is sent; and
• not use the Service to send unlawful, misleading or harassing messages.

You remain responsible for messages sent from your business, including those Aiva drafts and you approve.

4. Artificial intelligence, and its limits

The Service uses AI models to generate replies and drafts. This is worth stating plainly: AI output can be wrong, and can be confidently wrong. Aiva identifies itself as an AI assistant, offers a path to a human, and is configured so that consequential actions are put to a person rather than taken on its own.

We do not warrant that generated content will be accurate, complete or suitable for a particular purpose. You are responsible for the controls you choose, including which actions Aiva may take without your approval, and for reviewing output before you rely on it. Nothing the Service produces is legal, financial, tax or professional advice.

5. Your data

Your Data stays yours. We use it to provide the Service to you, and for nothing else. We do not sell it, do not share it with our other customers, and do not use your customers’ conversations to train models for other businesses.

How we hold and protect it is set out in our privacy policy and our security and data handling page, which form part of these Terms. On request during your subscription, or within 30 days of it ending, we will export Your Data to you in a usable format.

6. Intellectual property

We own the Service, including the platform, its skills and our underlying software and know-how. You get a non-exclusive, non-transferable right to use it for your own business while your subscription is current. You own Your Data and the content you supply.

7. Prices and payment

Fees are as set out in your Order, in New Zealand dollars and exclusive of GST unless stated otherwise. Subscription fees are payable in advance. Set-up and project fees are payable as agreed in the Order.

Usage-based elements, including AI operation allowances, are charged as described in your plan. We will tell you before a change to recurring fees takes effect.

We may suspend the Service if an account is materially overdue, after telling you first.

8. Third party services

The Service integrates with systems you already use, such as your store, CRM, messaging and payment providers. Those are provided by third parties on their own terms. We are not responsible for their availability, changes they make, or their acts or omissions, and an interruption caused by one of them is not a failure of the Service.

9. Term and termination

The subscription runs for the term in your Order and continues until either party ends it. Either party may end it on 30 days’ written notice, unless your Order says otherwise. Either party may end it immediately if the other materially breaches these Terms and does not remedy the breach within 14 days of being asked to.

On termination your right to use the Service stops, fees owed up to that date remain payable, and you may request an export of Your Data within 30 days, after which we may delete it.

10. Warranties

We warrant that the Service will be provided in a professional manner, to your reasonable satisfaction, and will conform to accepted professional standards. Except as expressly provided in these Terms, all representations and warranties (statutory, express or implied), except any which may not lawfully be excluded, are expressly excluded, including the implied warranties of merchantability and fitness for a particular purpose.

We do not warrant that the Service will be uninterrupted or error free. Where you acquire the Service for business purposes, the Consumer Guarantees Act 1993 does not apply.

11. Limitation of liability

We will not be liable for any indirect or consequential damages, including loss of profits, or for any claim made on you by any other party, even though we may have been notified of such a claim. We will not be liable for any loss or damage arising in connection with a delay in providing the Service.

In the event of a security breach, unauthorised access or loss of data, whether or not arising from our actions or negligence, our liability extends to taking immediate and reasonable measures to rectify the situation and mitigate the breach or loss.

If despite any other provision of these Terms we are found liable to you, our liability for any single event or series of related events is limited to the fees payable by you in the 30 days before the date on which the liability arose.

12. Assignment and delegation

We may subcontract the performance of any of our responsibilities to another party. You may not assign or transfer your rights or responsibilities without our prior written consent.

13. Miscellaneous

Any notice under these Terms must be in writing and may be given by email to the address each party has notified to the other. Email is deemed received when transmitted to the correct address.

These Terms, together with your Order, the privacy policy and the security and data handling page, constitute the entire agreement between the parties and supersede all previous negotiations, commitments and writings. No alteration is binding unless in writing and agreed by both parties. If any provision is unenforceable, the rest continues in force.

Neither party is liable for failure to perform caused by something beyond its reasonable control.

14. Jurisdiction

These Terms are subject to the laws of New Zealand and the parties submit to the exclusive jurisdiction of the New Zealand courts.