Terms of Service
Because what's a few rules between friends?
1. About these Terms
- 1.1 These Terms and Conditions are entered into by PredictHQ Limited (company number 5049540 with its registered office at Level 1, 29 Beach Road, Auckland Central, Auckland 1010, New Zealand, PredictHQ) and the Customer, being the organisation named (or, if no organisation is named, the person named) during the account creation process. These Terms and Conditions relate to the relationship between PredictHQ and the Customer generally, and the Customer's use of the PredictHQ Web App. "Specific Terms" set out additional terms that apply to specific PredictHQ Solutions (and which may modify terms relating to the Customer's use of the PredictHQ Web App), and each will apply to the Customer only to the extent that an Order Form entered into by both PredictHQ and the Customer expressly states that the Customer has elected to subscribe to the relevant PredictHQ Solution. These general Terms and Conditions, together with any applicable Specific Terms, comprise the "Agreement" between PredictHQ and the Customer.
- 2.1 Definitions: In this Agreement, unless the context requires otherwise:
- "Authorised Users" has the meaning given to it in clause 6.2.
- "Business Day" means any day other than a Saturday, a Sunday or a public holiday (as defined in the (NZ) Holidays Act 2003) in Auckland, New Zealand.
- "Confidential Information" means information disclosed by a party under this Agreement that is marked as confidential or which might reasonably be expected to be confidential in nature.
- "Customer Data" means the data input into the PredictHQ Solution by the Customer or an Authorised User in the course of using the PredictHQ Solution (for example, any Customer bookings or transactional data).
- "Fees" means the amounts payable by the Customer for the PredictHQ Solution, as determined by the type of plan selected by the Customer during the account creation process.
- "Force Majeure Event" means an extraordinary event or circumstance beyond the reasonable control of a party, such as an act of God (but excluding lack of funds).
- "Insolvency Event" means, in relation to a party, where that party ceases or threatens to cease to carry on business; is subject to any form of insolvency proceedings that are not removed with 10 Business Days; commits an act of bankruptcy or has been adjudicated bankrupt; has any of its assets seized by a creditor; enters into any compromise with a creditor; has a receiver, liquidator, administrator, statutory manager or similar official appointed; becomes insolvent or is deemed by law to be so; or suffers any analogous event.
- "Intellectual Property Rights" means all intellectual property rights whether conferred by statute, at common law or in equity, including all copyright, rights in relation to inventions, trade secrets and know how, rights in relation to designs, rights in relation to trademarks, business names and domain names.
- "PredictHQ Web App" means the web application made available by PredictHQ at the designated URL, with functionality as offered by PredictHQ from time to time.
- "PredictHQ Solution" means the combination of the PredictHQ Web App and/or PredictHQ API that the Customer selects during the account creation process or at a later stage, and any other services and solutions that PredictHQ agrees to make available to the Customer from time to time (including the Signals feature).
- "PredictHQ Software" means the PredictHQ Web App, the PredictHQ API, and any other software used by PredictHQ to deliver the PredictHQ Solution.
- "Start Date" means the date on which the Customer creates an account and selects a plan (whether paid or on a free trial).
- "Term" means the period described in clause 3.2.
- 2.2 Interpretation:
In this Agreement, unless the context requires otherwise:
- a) the word "including" and other similar words do not imply any limitation;
- b) a reference to a statute includes any legislative instrument or other subordinate legislation made under it and amendments to or replacement of any of them from time to time.
- 2.1 Definitions: In this Agreement, unless the context requires otherwise:
3. Free Trials and Term
- 3.1 Free Trials: PredictHQ may offer free trials for the PredictHQ Web App and PredictHQ API to new customers. Free trials are limited to one per customer and will expire after 14 days (for the Web App) and 30 days (for the API). At the end of that trial period, the Customer may register to use the PredictHQ Solution on an ongoing basis by providing its credit card details or authorising payment by bank transfer. The terms of this Agreement will apply to the Customer's use of the PredictHQ Solution during any free trial period.
- 3.2 Term: This Agreement will commence on the Start Date and continue on a monthly basis until terminated by a party in accordance with clause 12 below.
4. PredictHQ Solution
- 4.1 Provision of PredictHQ Solution: PredictHQ will provide the PredictHQ Solution to the Customer (on a non-exclusive and non-transferable basis) during the Term. The Customer agrees to receive and use the PredictHQ Solution (including the PredictHQ Software) in accordance with the operating procedures for the PredictHQ Solution as notified by PredictHQ, and subject to the terms and conditions of the Agreement.
- 4.2 Specific Terms: If the Customer has selected the API Plan, then (in addition to these Terms and Conditions) the PredictHQ API Terms (available at [URL]) apply. Other products or services supplied by PredictHQ (including Developer or Partner terms) may be subject to separate Specific Terms which are available from PredictHQ on request.
5. PredictHQ Web App
- 5.1 PredictHQ Data: The PredictHQ Web App gives the Customer access to information which has been derived by PredictHQ weighting, combining and enriching raw data using proprietary techniques and methodologies (PredictHQ Data). For example, PredictHQ Data may include enriched information, insights or predictions about future events, produced by drawing and analysing connections between known events, social data, weather information and other fixed and variable data sets. All Intellectual Property Rights in PredictHQ Data remain vested in PredictHQ (and its licensors) and the Customer's right to use the PredictHQ Data is limited to a non-exclusive, non-transferable, revocable licence to use the PredictHQ Data during the Term solely for its internal business planning purposes, subject to the restrictions set out in this Agreement (including those in clause 6.3). If the Customer wishes to use the PredictHQ Data for any other use(s), it must obtain from PredictHQ a right to use the PredictHQ API and obtain PredictHQ's written approval for such use(s).
- 5.2 Third Party Hosting: The PredictHQ Web App is hosted by a third party. There may be instances during which the Customer's ability to use the PredictHQ Service is affected due to an issue affecting the third party host. PredictHQ will use reasonable endeavours to minimise any interruption to the Customer's use of the PredictHQ Service, but the Customer acknowledges that such instances may be beyond PredictHQ's control and agrees that it will not hold PredictHQ responsible.
- 5.3 Availability: PredictHQ agrees to use reasonable efforts to ensure the PredictHQ Web App is available without interruption. At times PredictHQ may need to withdraw or limit availability of the PredictHQ Service to allow for maintenance and development to take place. Where possible, PredictHQ agrees to provide the Customer with reasonable prior notice in advance of such withdrawal or limitation of availability.
- 5.4 Support: The Customer may request support by emailing PredictHQ at firstname.lastname@example.org, or by consulting FAQs available on support.predicthq.com from time to time.
- 5.5 Changes: PredictHQ reserves the right to make changes to the PredictHQ Solution (including features, functionality and the composition of PredictHQ Data). For example, such changes may be necessary where suppliers of data to PredictHQ make changes to their data or discontinue supply.
6. Customer obligations
- 6.1 Use of Service: The Customer agrees to use the PredictHQ Solution solely for its own business purposes and in accordance with this Agreement and all applicable laws.
- 6.3 Access Conditions: Except where expressly permitted elsewhere in this Agreement, the Customer must ensure that it does not, and Authorised Users do not:
- a) attempt to undermine the security of any part of the PredictHQ Solution or use it in a manner which may impair its functionality;
- b) except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, make available or distribute all or any portion of the PredictHQ Solution (as applicable) or any PredictHQ Data in any form or media or by any means to any party that is not an Authorised User;
- c) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the PredictHQ Solution or the PredictHQ Data;
- d) access all or any part of the PredictHQ Solution in order to build a product or service which competes with PredictHQ's products or services;
- e) use the PredictHQ Solution in any way that would constitute a breach of a third party's rights; or
- f) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the PredictHQ Solution or PredictHQ Data available to any third party.
- 6.4 Unauthorised use: The Customer will use all reasonable endeavours to prevent any unauthorised access to, or use of, the PredictHQ Solution and, in the event of any such unauthorised access or use, promptly notify PredictHQ.
- 7.1 Fees and Payment Terms: Fees and payment terms are as selected by the Customer during the account creation process. Customer shall pay all Fees invoiced within 20 days of the date of invoice. PredictHQ will invoice on a monthly basis and may charge interest on any overdue amounts on a daily basis at a rate of 2% per month from the due date until the date of actual payment.
- 7.2 Taxes: The Fees are stated exclusive of all taxes or duties payable in respect of the products or services supplied under this Agreement in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by PredictHQ in the jurisdiction in which payment is made by the Customer, the Customer must pay to PredictHQ the amount of such taxes or duties in addition to any Fees owed under this Agreement.
- 7.3 Suspension: In addition to its right under this Agreement to charge interest on late payments and/or terminate under clause 12.1, PredictHQ may suspend the Customer's (and Authorised Users') access to the PredictHQ Solution if payment is not made by the due date, until payment is made in full.
- 7.4 Changes to the Fees: PredictHQ may increase the Fees no more than once in every three month period by giving 30 days' prior written notice to the Customer. If the Customer does not accept the increased Fees, it may terminate this Agreement pursuant to clause 12.2.
- 7.5 No refunds: The Customer will not be entitled to a refund of any Fees paid in advance where it elects to terminate its account early.
8. Intellectual Property
- 8.1 Ownership: PredictHQ (and where applicable, its licensors) owns and retains all Intellectual Property Rights in the PredictHQ Solution, including the PredictHQ Software and PredictHQ Data.
- 8.2 Existing Rights: All Intellectual Property Rights of a party or any of its licensors that are not developed, commissioned or created under or in connection with this Agreement, but are used for the purposes of this Agreement, will remain owned by that party or the relevant licensor.
- 8.3 Customer Data Rights: The Customer owns all Intellectual Property Rights in the Customer Data and grants PredictHQ a worldwide, non-exclusive, irrevocable, royalty-free transferable licence to use, store copy, modify, make available and communicate the Customer Data for the limited purpose of performing its obligations under this Agreement.
- 8.4 Signals: Where the Customer uses the Signals feature available in the PredictHQ Solution, any Customer Data it uploads remains the property of the Customer. The Customer grants to PredictHQ a royalty-free, worldwide, transferable perpetual and irrevocable licence to use that Customer Data for the purposes of performing analysis, and deriving and delivering industry and sector insights (including to other Signals users), provided that it does so in a way that does not identify the Customer or any individual person.
- 8.5 Indemnity: PredictHQ indemnifies the Customer against all liabilities, damages, expenses and losses (including all legal costs) arising from any final ruling from a court of competent jurisdiction that the Customer's use of the PredictHQ Solution infringes any third party's Intellectual Property Rights, provided that the Customer:
- a) notifies PredictHQ in writing of the third party's claim; and
- b) gives PredictHQ control of the claim, proceedings and any settlement discussions.
This indemnity will not apply where the claim arises from or in connection with any Customer Data, any data supplied by a third party, or the Customer's breach of this Agreement.
- 9.1 Confidentiality: Except as permitted by clause 9.2, neither party will disclose the other party's Confidential Information to any person, or use such Confidential Information for any purpose other than to perform this Agreement.
- 9.2 Permitted disclosure: Notwithstanding clause 9.1, either party may disclose any of the other party's Confidential Information with the other party's prior written consent or if and to the extent disclosure is required by law (provided that the disclosing party gives the other party notice of the requirement as soon as practicable before such disclosure is made).
- 10.1 Mutual Warranties: Each party warrants that it has full power and authority to enter into and perform its obligations under this Agreement.
- 11.1 Cap: PredictHQ's maximum aggregate liability under or in connection with this Agreement or the PredictHQ Solution, whether arising in contract, tort (including negligence) or otherwise, shall in no event exceed the amount equal to the Fees payable by the Customer under this Agreement in a 12 month period.
- 11.2 Exclusions: Subject to clause 11.3 neither party will be liable to the other party for:
- a) loss of profit, loss of revenue, loss of data, loss of business opportunity, or damage to goodwill; or
- b) any indirect, consequential or special loss or damage.
- 11.3 Exceptions: Clauses 11.1 and 11.2 shall not limit either party's liability:
- a) to pay any amount due under clause 7 or any other clause of this Agreement;
- b) for breach of clause 6.3;
- c) for death or personal injury caused to any person; or
- d) for fraud or fraudulent misrepresentation.
- 12.1 Breach: Either party may terminate this Agreement immediately by notice to the other party if:
- a) the other party commits a material or persistent breach of this Agreement and fails to remedy that breach within ten Business Days after receipt of notice by that party requiring the breach to be remedied; or
- b) the other party is subject to an Insolvency Event.
- 12.2 Termination without cause: Either Party may terminate this Agreement at any time by giving the other party at least 10 days' prior notice. If the Customer terminates on notice under this clause, PredictHQ shall not be required to refund any pre-paid or unused Fees. If PredictHQ terminates on notice under this clause, it shall refund to the Customer the unused component of any prepaid Fees.
- 12.3 Withdrawal: Notwithstanding clause 12.2, PredictHQ may immediately withdraw access to the PredictHQ Solution if required to do so by a third party.
- 12.4 Consequences of termination: On and following termination or expiry of this Agreement for any reason:
- a) the termination or expiry shall be without prejudice to either party's accrued rights and remedies;
- b) all licences and other rights of use granted (including the Customer's right to continue using any aspect of the PredictHQ Solution) under this Agreement will immediately terminate;
- c) the Customer must pay all Fees due prior to termination;
- d) if requested by the Customer within one month of termination, PredictHQ will remove or delete all Customer Data from its systems and certify in writing that it has done so;
- e) at the request of a party, promptly return or destroy all that party’s Confidential Information in the holder’s possession or control, and certify in writing that it has done so; and
- f) clauses 7, 8, 9 and 11, together with other provisions that are by their nature intended to survive, will remain in effect.
- 12.1 Breach: Either party may terminate this Agreement immediately by notice to the other party if:
13. Dispute Resolution
- 13.1 Dispute notice: If there is a dispute between the parties in relation to this Agreement, either party may give the other party notice of the nature and details of the dispute.
- 13.2 Negotiation: Within 10 Business Days of receipt of the notice of dispute, senior managers of the parties shall meet to endeavour to resolve the dispute.
- 13.3 Mediation: If the dispute is not resolved within 20 Business Days of receipt of the notice of dispute, either party may by notice to the other party refer the dispute to mediation. The mediation will be in Auckland and conducted under the LEADR New Zealand Incorporated ("LEADR") standard mediation agreement. If the parties do not agree on a mediator or the mediator’s fees within 5 Business Days of receipt of the notice of mediation, the mediator shall be appointed or the fees set by the chair of LEADR (or his/her nominee) at the request of either party.
- 14.1 Amendments: No amendment to this Agreement will be effective unless it is in writing and signed by the parties.
- 14.2 Assignment: The Customer may not assign or transfer any or part of this Agreement without PredictHQ's prior written consent (not to be unreasonably withheld).
- 14.3 Entire agreement: This Agreement constitutes the entire agreement of the parties and supersedes all prior agreements, arrangements, understandings and representations (whether oral or written) given by or made between the parties, relating to the matters dealt with in this Agreement.
- 14.4 Force Majeure: A party shall not be liable for any breach of this Agreement to the extent such breach is due to a Force Majeure Event, provided that it keeps the other party fully informed of the situation, uses reasonable endeavours to mitigate the effect of the Force Majeure Event and resumes full performance as soon as reasonably practicable.
- 14.5 Further assurances: Each party shall, at its own expense, promptly sign and deliver any documents, and do all things, which are reasonably required to give full effect to the provisions of this Agreement.
- 14.6 Relationship: The parties are independent contractors, and this Agreement does not create any partnership, agency or employment relationship between them.
- 14.7 Rights at law: The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by this Agreement or law.
- 14.8 Severance: If any provision of this Agreement is illegal, invalid or unenforceable, that provision shall be read down to the extent necessary to make it legal, valid and enforceable.
- 14.9 Waiver: A waiver of a right under this Agreement is ineffective unless it is in writing.
- 14.10 Governing law and jurisdiction: This Agreement is governed by New Zealand law and the parties irrevocably submit to the non-exclusive jurisdiction of the New Zealand courts.
1. About these API Terms
- 1.1 These API Terms apply to any Customer to whom PredictHQ has agreed to make available its API in accordance with PredictHQ's customer registration processes. These API Terms are governed by and form part of the Agreement (including the Terms and Conditions) between PredictHQ and the Customer (the Agreement). Terms have the meaning given to them in the Terms and Conditions.
- 1.2 PredictHQ may make changes to these API Terms from time to time without notice. By continuing to use an API, the Customer agrees to be bound by the updated API Terms. If the Customer does not agree to those updated API Terms, then it should terminate these API Terms and cease to use PredictHQ's API. The current version of these API Terms will be available at: https://www.predicthq.com/legal/terms
2. Licence and Restrictions
- 2.1 The API (and all Intellectual Property Rights to it) is owned by PredictHQ (or its licensors). PredictHQ grants to the Customer a limited, non-exclusive, non-transferable, revocable licence to use the API for the purpose of extracting and displaying PredictHQ Data on the Approved Website(s) during the Term.
- 2.2 "Approved Website(s)" means the website(s) or application(s) operated by the Customer in respect of the Customer's own products and services (eg, not including any of the Customer's clients' websites or applications), provided that use on such website(s) or application(s) complies with the terms of this Agreement (including clause 6 of the General Terms). PredictHQ's approval in respect of websites or applications fitting this description is deemed to be given, but may be revoked by PredictHQ by written notice at any time if PredictHQ considers that the Customer is in breach of any term of this Agreement or the API is being used in respect of websites or applications that do not meet the requirements of an 'Approved Website'..
- 2.3 In using the API, the Customer shall:
- a) comply with any restrictions or requirements placed on the Customer's use of PredictHQ Data accessed via the API; and
- b) only use the API to display PredictHQ Data on the Approved Website(s).
- 2.4 The Customer shall not:
- a) use the API or any PredictHQ Data for any website, product, application or service that attempts to replace or replicate any functionality or user experience of PredictHQ's products or services, or those of its data suppliers, without PredictHQ's prior written consent;
- b) use the API or any PredictHQ Data for any unlawful, infringing or offensive purpose, or for any application that constitutes or is used on connection with spyware, adware or other malicious programs or code;
- c) sell, rent, lease or sub-licence access to the API or PredictHQ Data, without PredictHQ's prior written consent;
- d) amend, distort or modify the API;
- e) attempt to exceed or circumvent any limits to request rates or frequency that PredictHQ may set in its sole discretion from time to time; or
- f) use the API in a manner that impacts the stability of PredictHQ's platform, systems or services, or that of any other application(s) using the API.
3. Updates to API
- 3.1 PredictHQ may make changes to the API from time to time and without notification. Such changes may result in the Customer needing to make changes to the Approved Website(s) at its own cost.
- 4.1 A breach of these API Terms constitutes a material breach of the Agreement, which may give rise to a right for PredictHQ to terminate under clause 12.1 of the Terms and Conditions.
- 4.2 If the Agreement or Terms and Conditions are terminated, then these API Terms shall terminate automatically.
5. Disclaimer of warranties
- 5.1 The Customer's use of, and any reliance on, any API, or any data of functionality provided via it, is at the Customer's own risk and PredictHQ will not be responsible for any damage or loss arising from the API or PredictHQ Data.
- 5.2 The API is provided 'as is' and without any warranty, express or implied, of any kind. PredictHQ makes absolutely no warranties about the API, any functionality, data or code supplied, or their performance, accuracy, freedom from viruses or similar, or uninterrupted or continued availability.
Event Visibility is Important
Here are 7 reasons why you don't want to be an iceberg
Greater context = better conversion
Greater visibility of events and their impact not only puts things into context for your business, it also puts things into context for your consumers. Tell your consumers why they should book now, inform them of events and changes going on around them, or simply help them make informed decisions without having to ask someone else for advice.
Plan, optimise & execute business strategies
The best business strategies are the ones that are built on actual data, not guesswork. Once you have that visibility, you can plan, optimise and execute business strategies months in advance, or react to real-time events that you know impact your business. From creating relevant content strategies to promotional campaigns, event visibility can change the way you do business.
Create relevant promotional triggers for campaigns
Because PredictHQ tells you what events are going to affect your business before they even happen, you can create effective marketing campaigns that leverage those events, figure out the optimal time to promote and increase ad spend, and make you look like you've got someone on the inside. Which you do.
Mash it up
PredictHQ makes it easy to go the extra mile for your customers. Tap into our API to source additional contextual data based on the time, date and location and mash this up with your customer's interactions. The more relevant, useful and timely information you can give your customers, the more likely they are to keep coming back to you rather than your competitors.
Discover events that impact your business the most
Your annual revenue doesn't have to be characterised by peaks and troughs that come out of nowhere. Use PredictHQ to match relevant events both close to home and further afield to your transactions, footfall, traffic or anything that occurs on a particular date. Learn where and why some events result in ups and others in downs, then keep one step ahead of the game.
Once you know what events are likely to affect your business the most, use your new information to maximise your business' yield optimisation process. Make sure your inventory is priced correctly and readily-available leading into a busy period, roster the right balance of staff in your retail stores, or prepare your customer service team for an influx brought on by your most impacting events.
Stay ahead of the pack so you side-step FoMO
If you’ve ever felt like you’ve missed the business boat, there's still hope. PredictHQ reduces potential FoMO by helping you stay one step ahead of your competitors – and the calendar. Because when you know what events are coming up and when, you’ll be the leader in your market – not the little guy playing catch-up.