1. APPLICATION OF TERMS
1.1 These Terms apply to your use of the Service (as that term is defined below). By creating an account:
- a you agree to these Terms; and
- b where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorised to, and do in fact, agree to these Terms on that person's behalf and that, by agreeing to these Terms on that person's behalf, that person is bound by these Terms.
1.2 If you do not agree to these Terms, you are not authorised to access and use the Service, and you must immediately stop doing so.
2. CHANGES
2.1 Subject to clause 2.3:
- a we may change these Terms at any time by notifying you of the change by email or by posting a notice on the Website; and
- b unless stated otherwise, any change takes effect from the date set out in the notice.
2.2 You are responsible for ensuring you are familiar with the latest Terms.
2.3 If a change to these Terms is detrimental to you, you may terminate these Terms and your right to access and use the Service on no less than 10 days' notice, provided the notice is received by us before the date that the change takes effect.
2.4 These Terms were last updated on 01/05/2025.
3. INTERPRETATION
In these Terms:
- Confidential Information means any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the provision and use of the Service.
- Data means all data, content, and information (including personal information) owned, held, used or created by you or on your behalf that is stored using, or inputted into, the Service.
- Fees means the applicable fees set out on our pricing page on the Website at gympactapp.com or as agreed otherwise in writing between you and us.
- Gympact App Software means the software owned by us (and our licensors) that is used to provide the Service.
- Service means the service having the core functionality described on the Website, as the Website is updated from time to time.
- We, us or our means Gympact Limited.
- Website means the internet site at gympactapp.com, or such other site notified to you by us.
- You or your means you or, if clause 1.1b applies, both you and the other person on whose behalf you are acting.
4. PROVISION OF THE SERVICE
4.1 We must use reasonable efforts to provide the Service:
- a in accordance with these Terms and New Zealand law;
- b exercising reasonable care, skill and diligence; and
- c using suitably skilled, experienced and qualified personnel.
4.2 Our provision of the Service to you is non-exclusive. Nothing in these Terms prevents us from providing the Service to any other person.
4.3 Subject to clause 4.4, we must use reasonable efforts to ensure the Service is available on a 24/7 basis. However, it is possible that on occasion the Service may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure.
5. YOUR OBLIGATIONS
5.1 You and your personnel must:
- a use the Service in accordance with these Terms solely for your own internal business purposes;
- b use the Service for lawful purposes only;
- c not resell or make available the Service to any third party, or otherwise commercially exploit the Service.
5.2 When accessing the Service, you and your personnel must:
- a not impersonate another person or misrepresent authorisation to act on behalf of others or us;
- b correctly identify the sender of all electronic transmissions;
- c not attempt to undermine the security or integrity of the Underlying Systems;
- d not use, or misuse, the Service in any way which may impair the functionality of the Underlying Systems.
6. DATA
6.1 You acknowledge that we may require access to the Data to exercise our rights and perform our obligations under these Terms.
6.2 You must arrange all consents and approvals that are necessary for us to access the Data.
6.3 You acknowledge and agree that we may use Data and information about your use of the Service to generate anonymised and aggregated statistical and analytical data for our internal research and product development purposes.
6.4 You acknowledge and agree that to the extent Data contains personal information, in collecting, holding and processing that information through the Service, we are acting as your agent for the purposes of the Privacy Act 2020.
7. FEES
7.1 You must pay us the Fees.
7.2 We will provide you with valid GST tax invoices on a monthly basis prior to the due date for payment.
7.3 The Fees exclude GST, which you must pay on taxable supplies.
7.6 We may increase the Fees by giving at least 14 days' notice. If you do not wish to pay the increased Fees, you may terminate these Terms on no less than 10 days' notice.
8. INTELLECTUAL PROPERTY
8.1 Subject to clause 8.2, title to, and all Intellectual Property Rights in, the Service, the Website, and all Underlying Systems is and remains our property (and our licensors' property).
8.2 Title to, and all Intellectual Property Rights in, the Data (as between the parties) remains your property. You grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Data for any purpose in connection with these Terms.
9. CONFIDENTIALITY
9.1 Each party must, unless it has the prior written consent of the other party:
- a keep confidential at all times the Confidential Information of the other party;
- b effect and maintain adequate security measures to safeguard the other party's Confidential Information from unauthorised access or use.
10. WARRANTIES
10.1 Each party warrants that it has full power and authority to enter into, and perform its obligations under, these Terms.
10.2 To the maximum extent permitted by law, our warranties are limited to those set out in these Terms, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise are expressly excluded.
11. LIABILITY
11.1 Our maximum aggregate liability under or in connection with these Terms or relating to the Service, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not in any Year exceed NZD500.00.
11.2 Neither party is liable to the other under or in connection with these Terms for any loss of profit, revenue, savings, business, use, data, and/or goodwill; or consequential, indirect, incidental or special damage or loss of any kind.
12. TERM, TERMINATION AND SUSPENSION
12.1 Unless terminated under this clause 12, these Terms and your right to access and use the Service starts on the Start Date and continues until a party gives at least 14 days' notice of termination.
12.3 Either party may, by notice to the other party, immediately terminate these Terms if the other party breaches any material provision of these Terms.
12.7 No compensation is payable by us to you as a result of termination of these Terms for whatever reason, and you will not be entitled to a refund of any Fees that you have already paid.
13. GENERAL
13.1 Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure.
13.5 If we need to contact you, we may do so by email or by posting a notice on the Website. You may give notice to us by emailing customerservice@gympactapp.com.
13.6 These Terms, and any dispute relating to these Terms or the Service, are governed by and must be interpreted in accordance with the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand.
Disclaimer
Gympact App is intended to be an aid to users affiliated with fitness providers only. We do not make any suggestions, guarantees, or recommendations about health, fitness, or well-being.