SpendGuard™ Terms of Use

Last Updated: 6 May 2025

Please read these Terms of Use (“Terms”) carefully. By accessing or using the SpendGuard™ web or mobile application (the “Platform”), you (“you”, “your”, “User”) agree to be bound by these Terms. If you do not agree, you may not use the Platform.

1. Licence and Access

1.1 Grant of Licence. Constant Control (“we”, “us”, “our”) grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely in accordance with these Terms.
1.2 Reservation of Rights. All rights not expressly granted herein are reserved by Constant Control.
1.3 Service Modifications. We may at any time, without notice and in our sole discretion, modify, suspend or discontinue all or any part of the Platform. We will have no liability for any modification, suspension or discontinuation.

2. Acceptance of Terms & Updates

2.1 Agreement on Signup. You must accept these Terms before creating an account or first using the Platform, by clicking “I agree” or equivalent. We will record and timestamp your acceptance.
2.2 Changes to Terms. We may update these Terms at any time. Updated Terms will be posted at https://constantcontrol.co.nz/spendguard-terms-of-use along with a revised "Last updated" date. If changes are material, we will notify you via in-app notice or email and require you to re-accept. Your continued use after changes constitutes acceptance.

3. User Obligations & Risk Allocation

3.1 Lawful Use Only. You must use the Platform in compliance with all applicable laws, regulations and industry standards.
3.2 Data Accuracy & Security. You are solely responsible for:

  • Maintaining the confidentiality and security of your account credentials, API keys and access tokens;

  • Ensuring that any data you upload, input or process via the Platform is accurate, lawful and free of viruses or malicious code;

  • Regularly backing up your data; and

  • All activity occurring under your credentials, whether or not authorised by you.
    3.3 Assumption of Liability. You assume all risk and liability for your use of the Platform, including any decisions or actions taken based on Platform data.

4. Prohibited Conduct

You must not, and must not permit any third party to, directly or indirectly:

  • Reverse-engineer, decompile or otherwise attempt to derive the Platform’s source code;

  • Modify, adapt, translate or create derivative works of the Platform;

  • Circumvent any security or access control measures;

  • Transmit material that is defamatory, infringing, obscene, fraudulent or otherwise objectionable; or

  • Interfere with the integrity, performance or availability of the Platform.

5. Intellectual Property

All intellectual property rights, including but not limited to copyrights, trademarks, trade secrets and patents in the Platform, documentation and all related materials, are and will remain the exclusive property of Constant Control or its licensors.

6. Fees and Payment

If the Platform or any feature thereof is offered on a fee basis, you agree to pay all applicable fees in accordance with the pricing and payment terms presented to you at the time of purchase. Fees are non-refundable except as required by law.

7. Disclaimers and Consumer Guarantees Exclusion

7.1 “As-Is” Basis. The Platform is provided "as is" and "as available". To the maximum extent permitted by law, we disclaim all warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, accuracy, reliability or non-infringement.
7.2 Consumer Guarantees Act. Where you use the Platform for business purposes, you agree that the guarantees under the New Zealand Consumer Guarantees Act 1993 are excluded.

8. Limitation of Liability

8.1 To the maximum extent permitted by law, neither Constant Control nor its officers, directors, employees, agents or affiliates will be liable for any direct, indirect, incidental, consequential, special or punitive damages, or loss of profits, revenue, data, business opportunity, goodwill or other intangible losses arising out of or in connection with:

  • Your use of or inability to use the Platform;

  • Any unauthorised access to or alteration of your data;

  • Any interruptions, errors or omissions in the Platform; or

  • Any third-party service integrations.

8.2 Our aggregate liability arising out of or relating to these Terms, whether in contract, tort (including negligence), or otherwise, will not exceed the total fees paid by you to us in the 12 months preceding the event giving rise to liability, or NZD 1,000 if no fees were paid.

9. Indemnification

You agree to indemnify, defend and hold harmless Constant Control and its officers, directors, employees, agents and affiliates from and against any and all claims, liabilities, damages, losses and expenses (including reasonable legal fees) arising from:

  • Your breach of these Terms;

  • Your use of the Platform; or

  • Your violation of any applicable law or third-party rights.

10. Termination and Suspension

10.1 We may, without notice and in our discretion, suspend or terminate your access to the Platform if you materially breach these Terms or pose a security or operational risk.
10.2 Upon suspension or termination, your right to use the Platform will immediately cease.

11. Force Majeure

Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, strikes, pandemics, governmental actions or failures of third-party services.

12. Confidentiality

Each party agrees to maintain in confidence any non-public information disclosed in connection with these Terms. This obligation does not apply to information that is or becomes publicly available without breach of these Terms.

13. Entire Agreement; Waiver; Severability; Assignment

13.1 These Terms constitute the entire agreement between you and Constant Control regarding the Platform and supersede all prior agreements.
13.2 No waiver by Constant Control of any breach of these Terms will be deemed a waiver of any subsequent breach.
13.3 If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect.
13.4 You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may freely assign or transfer these Terms.

14. Governing Law & Jurisdiction

14.1 These Terms are governed by and construed in accordance with the laws of New Zealand, without regard to conflict-of-law principles.
14.2 If you access or use the Platform outside New Zealand, then to the extent permitted by mandatory local law, these Terms shall instead be governed by the laws of the jurisdiction where you reside or your organisation is established.
14.3 You submit to the non-exclusive jurisdiction of the courts of Wellington, New Zealand, or, if clause 14.2 applies, the courts of your local jurisdiction.

15. Privacy & Data Protection

15.1 Privacy Policy. Our Privacy Policy (available at https://constantcontrol.co.nz/privacy-policy) forms part of these Terms.
15.2 Data Handling. We collect, store and process personal data in accordance with applicable privacy laws and our Privacy Policy.
15.3 Usage Data. We may anonymise and aggregate usage data for analytics, product improvement and benchmarking.

16. Service Levels & Support

16.1 Support Availability. We provide customer support via email at support@constantcontrol.co.nz.
16.2 Response Targets. Our target response time for critical issues is 24 hours; non-critical inquiries will be addressed within two business days.
16.3 Policy Changes. We reserve the right to modify support policies or service levels at any time.

17. Third-Party Integrations & APIs

17.1 The Platform may integrate with third-party systems (e.g., ERP, procurement tools, cloud services).
17.2 We are not responsible for the availability, accuracy or performance of any third-party system.
17.3 We may throttle, suspend or revoke API access at our discretion for security, abuse or maintenance reasons.

18. Beta Features & Feature Changes

18.1 We may offer preview or beta features at our sole discretion.
18.2 Beta features are provided "as is", without warranty, and may change, degrade or be withdrawn at any time.
18.3 We bear no liability for your use of beta features.

19. Export Controls & Sanctions

19.1 You shall comply with all export-control, economic sanctions and import laws applicable to your use of the Platform.
19.2 Access to the Platform by any person or entity in violation of such laws, or in sanctioned jurisdictions, is strictly prohibited.

20. Notice & Electronic Communications

20.1 Notices to You. We may provide legal notices by email to the address you have on record or by posting notices on https://constantcontrol.co.nz/spendguard-terms-of-use.
20.2 Notices from You. You may give notice to us by email to legal@constantcontrol.co.nz.
20.3 Effective Date. Notices will be deemed given 24 hours after email transmission or upon posting on our website.

21. Dispute Resolution & Mediation

21.1 Good-Faith Mediation. Parties shall first attempt to resolve disputes through good-faith mediation in Wellington, New Zealand, or in your local jurisdiction if clause 14.2 applies.
21.2 Escalation. If mediation does not resolve the dispute within 30 days, either party may pursue any available legal remedy.

22. Injunctive Relief

You acknowledge that any breach of IP rights or confidentiality obligations may cause irreparable harm to Constant Control, entitling us to seek injunctive relief without the requirement to post bond.

23. Feedback License

By submitting feedback, suggestions or ideas regarding the Platform, you grant Constant Control a perpetual, irrevocable, worldwide, royalty-free, sublicensable, transferable license to use, modify, reproduce, distribute and commercialise such feedback for any purpose.

24. Contact

If you have any questions about these Terms, please contact us at:
Email: legal@constantcontrol.co.nz

Thank you for choosing SpendGuard™.