Terms of Use

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.

If you do not agree, do not use the Service.

We may update these Terms by email notice or posting on our website. Changes take effect on the date in the notice.

If a change is detrimental to you, you may terminate on at least 10 days’ written notice received before the change takes effect.

Data: all data, content, and information you input into or store in the Service, including personal information.

Order Form: the document (however titled) recording the Service you have subscribed to, the fees, and any minimum term.

Service: Sterling’s SaaS offering as described on our website.

Underlying Systems: the software, systems, and networks used to provide the Service.

Website: histerling.com.

We, us, our: Sterling AI Ltd (NZBN 9429053197177).

You, your: the customer identified during sign‑up.

We will provide the Service with reasonable care and skill and in accordance with New Zealand law.

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.

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.

Use the Service only for your internal business purposes and lawful purposes. Do not resell or commercially exploit the Service.

Do not undermine the security, integrity, or performance of the Service or Underlying Systems.

Do not use the Service to infringe third‑party rights or store Objectionable content.

You are responsible for your users’ compliance and for obtaining all necessary consents for Data processing.

Access to Data: You authorise us (and our personnel) to access Data to operate, support, and improve the Service.

Sterling may access the Customer’s Sterling account where reasonably required for setup, troubleshooting, or support.

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.

No AI training: Other than for the purpose of providing the Service to you, we will not use Data (whether or not anonymised or aggregated) to train, fine‑tune or otherwise develop any artificial intelligence or machine learning model, and we will ensure that any third‑party provider we use to provide the Service is contractually prohibited from doing so.

Backups: We take industry‑standard backups, but you should maintain your own copies.

Security incidents: If we become aware of any unauthorised access to, or loss, disclosure or corruption of, Data (a Security Incident), we will notify you without undue delay, provide the information reasonably available to us about the Security Incident, take reasonable steps to contain and remediate it, and give you reasonable assistance to meet your obligations under privacy legislation.

Data location: We may store and process Data in New Zealand and the United States (us‑west‑2). See our Privacy Policy for details.

You indemnify us against third‑party claims alleging Data infringes rights or is unlawful.

You must pay the fees set out in the applicable Order Form or pricing schedule, or as otherwise agreed, plus applicable taxes, in cleared funds and without set‑off.

Except as expressly set out in these Terms, all fees are non‑refundable.

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.

We and our licensors own the Service, Website, and Underlying Systems. You must not contest our IP.

You own your Data. You grant us a licence to use, store, copy, modify, and communicate the Data to provide the Service.

Feedback: If you provide feedback, we may use it and own any resulting IP.

IP indemnity: We indemnify you against third‑party claims alleging that your use of the Service in accordance with these Terms infringes that third party’s intellectual property rights, except to the extent the claim arises from your Data, your modification of the Service, or its combination with anything not supplied by us. If such a claim is made or likely, we may procure the right for you to continue using the Service, modify it so it is non‑infringing, or, if neither is reasonably practicable, terminate the affected Service and refund any prepaid fees for the unused period.

Indemnity conditions: Each party’s indemnity under these Terms is conditional on the indemnified party promptly notifying the indemnifying party of the claim, allowing the indemnifying party to control its defence and settlement, not making any admission without consent, and providing reasonable assistance at the indemnifying party’s cost.

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

Each party warrants it has authority to enter these Terms.

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.

Customer acknowledges that Sterling is an evolving product and that minor issues may arise from time to time. Sterling will use reasonable efforts to resolve issues promptly.

You acquire the Service for business purposes. The Consumer Guarantees Act 1993 and other consumer protections do not apply.

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.

Exclusions: Neither party is liable for loss of profits, revenue, savings, business, data, or any indirect or consequential loss.

Exceptions: The above do not limit liability for personal injury or death, fraud or wilful misconduct, or breach of confidentiality.

Term continues until ended by either party with at least 30 days’ notice, subject to any agreed minimum term (e.g. Post‑Launch Term) as set out in the applicable Order Form.

Automatic renewal: If you have agreed a minimum term with us, this agreement renews automatically at the end of that term, and at the end of each renewal term, for successive fixed terms of 12 months (each a “Renewal Term”), unless either party gives written notice of non‑renewal at least 30 days before the current term ends.

Renewal fees: Fees for a Renewal Term are our standard pricing in effect at the start of that Renewal Term, or as otherwise agreed.

Either party may terminate immediately for material breach not remedied within 10 days, unremediable breach, or insolvency.

On termination: pay all fees due. You may request a copy of your Data within 30 days after termination at our reasonable cost. We will delete your Data from the Service within 60 days after termination, and from our backups within 90 days after termination, unless we are required by law to retain it (or you request earlier deletion).

We may suspend access or remove Data for security issues, improper use, rights violations, or material breach.

Force majeure applies.

Notices may be provided by email or posting on the Website. You may contact us at hello@histerling.com.

Governing law: New Zealand law; non‑exclusive jurisdiction of New Zealand courts.

Certain clauses survive termination.

No assignment without consent (not to be unreasonably withheld).