Terms of Use

Last updated: 20 November, 2025​

These Terms of Use govern access to and use of Sterling’s software-as-a-service offering.

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1. Acceptance of terms

  1. By creating an account, clicking “I agree”, or using the Service, you accept these Terms on your own behalf or on behalf of your organisation and you confirm you are authorised to bind that organisation.
  2. If you do not agree, do not use the Service.

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2. Changes to these terms

  1. We may update these Terms by email notice or posting on our website. Changes take effect on the date in the notice.
  2. If a change is detrimental to you, you may terminate on at least 10 days’ written notice received before the change takes effect.

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3. Definitions

  1. Data: all data, content, and information you input into or store in the Service, including personal information.
  2. Service: Sterling’s SaaS offering as described on our website.
  3. Underlying Systems: the software, systems, and networks used to provide the Service.
  4. Website: histerling.com.
  5. We, us, our: Sterling Ai Ltd (NZBN 9429053197177).
  6. You, your: the customer identified during sign‑up.

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4. Our obligations

  1. We will provide the Service with reasonable care and skill and in accordance with New Zealand law.
  2. Availability: We will use reasonable efforts to provide the Service on a 24/7 basis, subject to maintenance, development, or events beyond our reasonable control. We’ll post advance maintenance notices where practicable.
  3. Third‑party features: If a third‑party feature or integration becomes unavailable or is no longer commercially viable, we may cease offering that feature without liability.

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5. Your obligations

  1. Use the Service only for your internal business purposes and lawful purposes. Do not resell or commercially exploit the Service.
  2. Do not undermine the security, integrity, or performance of the Service or Underlying Systems.
  3. Do not use the Service to infringe third‑party rights or store Objectionable content.
  4. You are responsible for your users’ compliance and for obtaining all necessary consents for Data processing.

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6. Data and privacy

  1. Access to Data: You authorise us (and our personnel) to access Data to operate, support, and improve the Service.
  2. Analytical Data: We may generate anonymised and aggregated Analytical Data from usage and Data, and use it for internal research, product improvement, and statistics. Title and IP in Analytical Data belongs to us.
  3. Backups: We take industry‑standard backups, but you should maintain your own copies.
  4. Data location: We may store and process Data in New Zealand and the United States (us‑east‑1). See our Privacy Policy for details.
  5. You indemnify us against third‑party claims alleging Data infringes rights or is unlawful.

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7. Fees

  1. You must pay the fees on our pricing page or as otherwise agreed, plus applicable taxes, in cleared funds and without set‑off.
  2. We may increase fees on at least 30 days’ notice. If you do not accept the increase, you may terminate on at least 10 days’ notice received before the effective date.

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8. Intellectual property

  1. We and our licensors own the Service, Website, and Underlying Systems. You must not contest our IP.
  2. You own your Data. You grant us a licence to use, store, copy, modify, and communicate the Data to provide the Service.
  3. Feedback: If you provide feedback, we may use it and own any resulting IP.

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9. Confidentiality

  1. Each party must keep the other’s Confidential Information confidential, with standard exceptions such as required disclosures by law.

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10. Warranties and consumer laws

  1. Each party warrants it has authority to enter these Terms.
  2. To the maximum extent permitted by law, all implied warranties are excluded. We do not warrant the Service will meet your requirements or be error‑free or uninterrupted.
  3. You acquire the Service for business purposes. The Consumer Guarantees Act 1993 and other consumer protections do not apply.

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11. Liability

  1. Cap: Our aggregate liability in any 12‑month period is limited to fees paid in the previous 12 months. For the first year, the cap is the fees paid from the Start Date to the first event giving rise to liability.
  2. Exclusions: Neither party is liable for loss of profits, revenue, savings, business, data, or any indirect or consequential loss.
  3. Exceptions: The above do not limit liability for personal injury or death, fraud or wilful misconduct, or breach of confidentiality.
  4. Your uncapped obligations: Fees owed and your indemnity for Data remain uncapped.

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12. Term, termination, suspension

  1. Term continues until ended by either party with at least 30 days’ notice, subject to any agreed minimum term.
  2. Either party may terminate immediately for material breach not remedied within 10 days, unremediable breach, or insolvency.
  3. On termination: pay all fees due. You may request a copy of your Data within one month at our reasonable cost, and may request deletion.
  4. We may suspend access or remove Data for security issues, improper use, rights violations, or material breach.

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13. General

  1. Force majeure applies.
  2. Notices may be provided by email or posting on the Website. You may contact us at n@histerling.com.
  3. Governing law: New Zealand law; non‑exclusive jurisdiction of New Zealand courts.
  4. Certain clauses survive termination.
  5. No assignment without consent (not to be unreasonably withheld).

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