BACKGROUND
These Terms and Conditions (Terms) set out the terms applicable to the supply, access and use of the Service and other information and resources provided by Delightable.
By registering to use the Service and/or ordering any Service, the Client acknowledges and represents that the Client has read and understood these Terms and agrees to be bound by them.
These Terms were last updated on 11th May 2026 and are effective from the date they are published.
TERMS AND CONDITIONS
Definitions and interpretation
1.1 Definitions: Unless the context otherwise requires, capitalised works will have these meanings:
Business Day means any day other than a Saturday, Sunday or a statutory public holiday in New Zealand.
Category means a specific subset of products with distinct characteristics, as defined by Delightable in the Order.
Client means the client specified on the Order.
Client Data means any data, content, and information (including personal information) inputted by the Client or the End User with a Client’s authority into the Service.
Client Users means each staff member, collaborator or other relevant person of the Client who is registered and permitted to use the Service from time to time.
Commencement Date is the date the Client submits the Order to Delightable (or such later date notified in writing by Delightable to the Client).
Confidential Information means all information of a confidential nature directly or indirectly made available or exchanged between the parties to the Contract, whether in paper form, electronically or orally, including through use of the Service. Confidential Information includes the terms of this Contract, a party’s business information, but excludes Client Data.
Contract means the agreement between the Client and us, comprising these Terms, the Order and other terms referred to in clause 14.2.
Conversation means each event where an End User enters information to the Service which results in a personalised recommendation.
Delightable (and we, us, or our) means Delightable Limited (NZBN 9429048884228), trading as Delightable.
End User means the Client’s customers which use or access the Service with the Client’s authority.
End User Terms means the terms of use for the Service, available on the Website at http://itsdelightable.com/, as amended from time to time.
Entity means any company or corporation, trust, limited partnership, partnership or firm, agency of any government or authority, public, territorial or regional authority, or other incorporated or unincorporated body of persons.
Fees means the fees set out in the Order or otherwise determined in accordance with clause 6.
GST means goods and services tax in terms of the Goods and Services Tax Act 1985, at the rate prevailing from time to time
Intellectual Property means any current and future intellectual property rights, whether registered or unregistered, including copyright, design rights, trademarks, service marks, trade names, domain names, rights in logos and get-up, patents, inventions, Confidential Information and know-how, all rights in computer software, design, privacy, and databases.
Order means, as the context requires, the order (or orders) attached to and forming part of this Contract, either via:
an online order placed through our Website, and accepted by us, setting forth the details of the Client’s Subscription, including the applicable Subscription Fee; or
a written agreement between the Client and us setting forth the details of the Client’s Subscription, including the applicable Subscription Fee.
Privacy Policy means the privacy policy available on the Website, as amended from time to time.
Related Entity means any company, corporation, or other Entity that controls, is controlled by, or is under common control with, a party.
Service means the service provided under the Client’s Subscription, as further described on the Order.
Subscription means a subscription to use the Service, subject to payment of the applicable Fees (if any), with such subscription recorded in the Order.
Subscription Fees means the relevant monthly or annual fee (if any) payable by the Client for the Client’s Subscription, as set out in the Order, as adjusted under clause 6.7.
Terminable Event means:
a breach of the Contract that is not remedied within 7 days after receiving notice identifying the breach and requiring it to be remedied, where that breach is remediable;
a breach of the Contract that is not capable of remedy;
a party is, becomes, or is deemed to be, insolvent or bankrupt;
a party makes an assignment for the benefit of, or enters into or makes any arrangement or composition with, its creditors;
a party goes into receivership or has a receiver, trustee and manager (or either of them) (including a statutory manager) appointed in respect of all or any of its property; or
any resolution is passed, or any proceeding is commenced, for the winding up or liquidation of a party (other than for the purposes of a solvent reconstruction).
User means Client Users and End Users or other persons permitted to use the Service by the Client from time to time.
Website means https://itsdelightable.com .
Interpretation: Unless the context requires otherwise, in the Contract:
the headings are for convenience only and have no legal effect;
the singular includes the plural and vice versa;
including and similar words do not imply any limit; and
words denoting any gender include all genders.
Precedence: Where there is any inconsistency between the terms of the Contract, the Order, the following order of precedence will apply:
any variation to the Contract agreed in writing and signed by both parties;
the Order; and
these Terms.
Term and renewal
Term: The Client’s Subscription commences on the Commencement Date and continues in force for the applicable Subscription term (plus any renewal in accordance with clause 2.2), unless sooner terminated in accordance with clause 9.
Renewal: Upon expiry of the then-current term, the Client’s Subscription will automatically renew for the same monthly or annual term set out in the Order commencing from the expiry of the then-current term, unless:
for a monthly Subscription, either party notifies the other party not less than 10 Business Days prior to that date that the Client’s Subscription will not renew; and
for an annual Subscription, either party notifies the other party not less than one (1) month prior to that date that the Client’s Subscription will not renew.
Use of Service
Order: To request the Service, the Client:
must complete an Order, which may include (among other things) the Client’s legal name, e-mail address and phone number; and
is responsible for obtaining necessary consents from all individual Client Users for their personal information to be provided to us, associated with their Client Users account, and used by us in connection with the Service.
Grant of access: From the Commencement Date, we grant the Client the right to access and use, and allow Users to use, the Service in accordance with these Terms and any limitations or restrictions set out in the Order. These rights are non-exclusive and subject to any applicable laws, and this Contract.
Changes and availability: The Service may be changed or updated from time to time by us. If for any reason we need to interrupt the Service for longer periods than it usually anticipates, we will use reasonable endeavours to publish in advance details of such activity by email to the Client contact set out in the Order or other contact notified in writing to us.
Access conditions: When using the Service, the Client must not:
attempt to undermine the security or integrity of our computing systems or networks or, where the Service is hosted by a third party, that third party’s computing systems and networks;
not use, or misuse, the Service in any way which may impair the functionality of the Service, or other systems used to deliver the Service or impair the ability of any other user to use the Service;
not attempt to gain unauthorised access to any materials other than those to which the Client has been given express permission to access;
not transmit, or input into the Service, any files that may damage any other person’s computing devices or software, content that may be offensive, or in violation of any law;
not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any software used to deliver the Service except as permitted by law; and
not use or permit the use of the Service for the business of any other entity or individual; ensure that each Client User account is allocated to and used by only one person at any time.
Usernames and passwords: The Client must ensure that all usernames and passwords required to access the Service are kept secure and confidential. All Client Users must select their passwords carefully, and passwords must be unique, not be sequential or easily-guessable, and must comply with our password policy (as updated from time to time). The Client must immediately notify us of any unauthorised use of any password (or any of the Users’ passwords) or any other breach of security and the Client must take all other actions that we reasonably deem necessary.
Client obligations
General obligations: The Client :
may use the Service only for its own lawful internal business purposes and in accordance with the terms of this Agreement;
must not use, nor allow any person (including any User) to use, the Service in relation to, or for the purposes of, any other business;
must, in a timely manner, provide such information as we may reasonably request in order to provide the Service;
must ensure that all information provided in accordance with sub-clause (c) above is accurate in all material respects;
must support integration of the Service with the Client’s systems;
is responsible for determining who can be a User and what level of access to the Service each User has;
is responsible for all Users’ use of the Service. We have no responsibility or liability for the actions of any User;
must ensure each End User accepts and complies with the End User Terms.
Delightable’s obligations
During the Term, we will provide the Service in accordance with the terms of this Agreement, including any Order.
In providing the Service, we will:
provide all tools, equipment, personnel, processes and resources required to provide the Service;
comply with all applicable laws and maintain all licences, approvals and permits required to provide the Service.
Fees and Payment
Subscription Fees: Unless otherwise agreed, the Client agrees to pay, on a monthly or annual basis (or as otherwise specified on the Order), all Subscription Fees for the Client’s Subscription at the amount specified in the Client’s Order, as adjusted from time to time under clause 6.7.
Charging of Fees: The Client authorises us to invoice and receive payment from the Client in advance for Fees. The first invoice will include either:
(a) Fees payable for the Pilot Period (if relevant), then Subscription Fees payable on a monthly or annual basis (in accordance with the Order); or
(b) Subscription Fees payable for the balance of the month from the date of the Order as well as the following monthly or annual Subscription Fees (in accordance with the Order).
Monthly billing is calculated on the basis of whole calendar months. The Client must pay each invoice by the due date specified in the invoice.
Form of Payment: Unless otherwise agreed, the Client will pay the Fees by direct debit, electronic funds transfer or credit card. We may require the Client to provide alternative payment methods or vary the foregoing payment methods. In supplying the Client’s credit card details, the Client authorises us to invoice, and our payment service provider (Stripe) to process payment of, the Fees and any other outstanding amounts (as applicable) as they become due. The Client agrees to pay all fees and currency charges incurred or associated with completing payments so that we receive the full amount invoiced.
Alternative method: If payment by one payment method fails, the Client acknowledges that we are authorised by the Client to take payment from an alternative payment method the Client has provided (if applicable).
Stripe: If we process payments through Stripe, the Client authorises us to share with Stripe any of the Client’s information necessary to facilitate the payment through Stripe, and any information related to the Client’s use of Stripe services.
Taxes: The Fees are exclusive of all applicable taxes, duties, and levies (taxes). The Client agrees to pay all applicable taxes at the relevant rate, upon invoice, in addition to the Fees, whether such applicable taxes are invoiced at the same time as the Fees or subsequently.
Adjustment:
We may vary the Fees applicable from each Subscription renewal date by notifying the Client via an update on the Service or by giving the Client written notice to the email address associated with the Client advising such variation to the Customer . Unless otherwise agreed, the new Fees will apply to all current Services (including any then-current Subscription), and to all Services ordered, following the date on which the Fees were varied.
Separately to any adjustment under clause 6.7:
where a Client wishes to amend the number of Categories included in their Subscription, we will issue a new Order reflecting the additional Fees. Such additional amounts will be invoiced and payable by the Client on and from the following month, and will also be added to any Subscription renewals; and
where we agree to add new services or functionality to the Client’s Subscription, or increased access to the Service, we will agree with the Client any additional costs payable by the Client for those new services or functionality. Unless otherwise agreed, those agreed additional costs will be invoiced and payable by the Client as a one-off amount for the current Subscription term, and will then be included as an updated Subscription Level for the subsequent Subscription renewal termsInterest may be charged on any overdue amounts at our non-penalty overdraft interest rate, from the due date until payment is made in full.
Dispute: If The Client has a genuine dispute regarding any amount payable under any invoice issued by us, the Client will promptly notify Delightable of that dispute (and in any event before the due date for payment). The Client will pay any undisputed portion of each invoice by the due date for payment, but may withhold payment of the disputed portion until the dispute is resolved between the Client and us.
Suspension: If any undisputed amount is not paid by the due date, we may suspend The Client’s access to and use of the Service by written notice.
Warranties and Acknowledgements
Acknowledgements: The Client acknowledges that:
The Client is responsible for authorising any person who is given access to information or Client Data, and the Client agrees that we have no obligation to provide any person access to such information or Client Data without the Client’s authorisation and may refer any requests for information to the Client to address.
The Client is responsible for all Client Data that the Client (or any User) inputs into the Service.
The Client remains solely responsible for complying with all applicable laws. It is the Client’s responsibility to check that storage of and access to the Client Data via the Service will comply with laws applicable to the Client (and Users) (including any laws requiring the Client (or Users) to retain records).
It is the Client’s sole responsibility to determine that the Service meets the needs of the Client’s business and is suitable for the purposes for which they are used.
The provision of, access to, and use of, the Service is on an “as is” basis and at the Client’s own risk.
We may from time to time update, alter, upgrade or carry out maintenance on the Service, which may cause the Service to be unavailable for a period of times.
The efficacy of the Intelligence Dashboard is dependent on a minimum number of End Users and Conversations.
Our warranties: We:
warrant that the Service will not knowingly infringe any third-party Intellectual Property rights; and
do not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Service. We are not in any way responsible for any such interference or prevention of the Client or Customer’s use of the Service.
Exclusions: Except as expressly stated in this Contract, all other warranties, conditions, or representations (express or implied) are excluded to the fullest extent permitted by law. In particular, the parties acknowledge and agree that the Service is provided for the purpose of the Client’s business and accordingly, to the maximum extent permitted by law, consumer protection laws will not apply to this Contract or the supply of the Service.
Liability
No liability except for breach: To the maximum extent permitted by law, we have no liability to the Client except for our breach of the Contract or breach of applicable data protection law, irrespective of whether such liability arises in contract, tort (including negligence), or otherwise.
Exclusions: Where we are liable to the Client, in no event will we be liable for any indirect, special, incidental, consequential or punitive loss or damage. Without limiting the foregoing exclusions, we have no liability:
for any loss or corruption of information, loss or corruption of data (including Client Data), or the cost of recovering such data or information;
for any loss of profits, savings, goodwill, business or anticipated business, or reputational damage; or
arising from use of, reliance on, or inability to use or rely on, the Service, or from any failure by the Client to comply with this Contract.
Limitation: Notwithstanding any other clause in this Contract, to the maximum extent permitted by law, where we are liable to the Client, our maximum aggregate liability to the Client is limited in respect of any one incident, or series of connected incidents, to the Fees paid by the Client in the six months immediately preceding the most recent incident giving rise to liability.
Client indemnity: The Client will indemnify us and keep us indemnified against all expenses, fines, losses (including loss of revenue and profit), damages and costs (Loss) sustained or incurred by us arising directly or indirectly from the Client’s breach of the Contract or any End User’s breach of the End User Terms, including any costs relating to the recovery of any Fees that are due but have not been paid by the Client. Without limiting the forgoing, the Client will indemnify us against any claims or Loss relating to any claim by any third party that the Client does not have the right to use any Client Data, or that the Client’s use of any Client Data is a breach of a third party’s Intellectual Property Rights
Termination
The Client’s right to terminate for Terminable Event: If we are subject to a Terminable Event, the Client may terminate the Client’s Subscription by giving us not less than 10 days’ notice.
Our right to terminate for Terminable Event: If the Client is subject to a Terminable Event, we may, at our sole discretion, without notice to the Client, take any or all of the following actions:
suspend the Client’s use (or any of the Users’ use) of the Service;
terminate the Client’s Subscription and the Client’s use of the Service;
suspend or terminate access to all or any Client Data; or
take any of the actions in sub-clauses (a), (b) and (c) of this clause 9.2 in respect of any or all other persons whom the Client has authorised to have access to the Client’s information or Client Data.
Consequences of Termination: On termination or expiry of the Client’s Subscription, this Contract terminates and the Client:
must immediately cease using the Service;
remains liable for, and must pay within 10 Business Days, any accrued Fees and amounts which become due for payment before or after termination; and
must within 10 Business Days pay all Fees and amounts referred to in clause 9.3(b), where that clause applies; and
must pay default interest on any unpaid amounts, which will accrue at a rate of 10% per annum (or, if there is a lower maximum percentage permitted by applicable law, at the percentage) until the actual date of payment from the date of any missed payment.
No refunds: To the maximum extent permitted by law, we will not be required to provide any refund for any prepaid Subscription Fees on expiry or termination.
Accrued rights: Termination of this Contract or expiry of the Client’s subscription will be without prejudice to any rights or obligations of the parties which have accrued prior to and including the date of termination.
Survival: All clauses which, by their nature, should survive the expiry or termination of this Contract (including clauses 6, 7, 8, 9, 10, 11, 12, 13, and 14) will survive the expiry or termination of this Contract.
Intellectual Property
Existing intellectual property: All Intellectual Property which is owned by, or is proprietary to, a party at the Commencement Date or is developed by that party outside of the scope of this Contract will remain owned by that party (Existing Intellectual Property).
Our intellectual property: the Client acknowledges and agrees that:
any and all Intellectual Property in the Service is held or owned by us or our licensors; and
all right, title and interest in and to all software code (source and executable), utilities, editing/compiling tools, data formats or compression methods, algorithms and interface routine and general computer software design practices and proprietary development tools used or made available as part of the Service, and all Intellectual Property in such items, are held or owned by us or our licensors.
Client Data: The Client grants us an irrevocable, perpetual, worldwide, royalty-free, sub-licensable licence to use, copy, transmit, modify, store, and back-up all Existing Intellectual Property of the Client and all information provided by the Client, for the purpose of, or relating to, providing the Service, performing this Contract, or exercising rights under this Contract.
The Client must promptly inform us if they become aware of any actual, suspected, alleged, or threatened breach of our Intellectual Property rights in relation to the Service.
The Client will indemnify us against any expenses, fines, losses (including loss of revenue and profit), damages and costs suffered or incurred in relation to any claim by any third party that our use of any Existing Intellectual Property of the Client or information provided by the Client is a breach of a third party’s Intellectual Property.
Confidentiality and Privacy
Confidentiality: Each party (Receiving Party) shall keep the other party’s (Providing Party) Confidential Information confidential and secure and not disclose or permit disclosure of the Providing Party’s Confidential Information to any third party. This clause does not apply to any disclosure of Confidential Information:
by us to our service providers for the purposes of providing the Service;
required to be disclosed by law; or
that the Providing Party agrees to in writing to be disclosed before the disclosure is made; or
that is or becomes publicly available through no fault of the Receiving Party; or
that is independently acquired or developed by the Receiving Party without breaching any of its obligations under the Contract or at law, and without the benefit or use of any of the Providing Party’s Confidential Information disclosed by the Providing Party; or
that is in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Providing Party; or
that is lawfully acquired by the Receiving Party from a third party, provided such information is not obtained as a result of a breach by that third party of any confidentiality obligations owing to the Providing Party.
Privacy: We maintain a privacy policy at https://itsdelightable.com/ that sets out the parties’ obligations and rights in respect of the collection, use, and disclosure of personal information.
Consents: The Client consents to:
us referring to the Client as our customer (using its name and logo) and providing a brief factual description of the Service, as used by the Client, in general marketing materials, any list of customer references, in proposals to third parties, in its annual report and on the Website;
our use of Client Data for our internal training purposes;
our use of any ideas, suggestions, comments or feedback provided by the Client relating to the Service to provide enhancements or modifications to the Service;
receiving emails and newsletters from us with the latest news, industry updates, product updates or downtime, product information, resources and events from time to time; and
being contacted via phone or email about their experience of the Service, the quality of the product and the service received.
Our role as processor: Where we process personal information in accordance with the Client’s instructions (including instructions conveyed through an administrator’s actions), the Client agrees that the Client:
will remain the sole data controller of such personal information;
will be responsible for the legality of the data processing and observing the rights of the data subjects;
must comply with all applicable privacy and data protection laws;
will from time to time enter into one or more specific agreements regarding treatment of personal information, as requested by us; and
will indemnify and hold us harmless from and against any and all claims, loss, or liability suffered or incurred by us as a result of such processing.
Client Data
Client Data: The Client acknowledges and agrees that we may:
use Client Data to provide the Service, including generating recommendations;
store the Client Data with a third party data storage provider, such as AWS;
use Client Data for administrative, development, support, maintenance, training, and optimisation purposes, including for analysis and service improvement;
use Client Data and information about End User’s use of the Service (i.e. metadata) to generate anonymised data (Anonymised Data) and may use and disclose such Anonymised Data for industry benchmarking, to identify trends, and to generate insights; and
retain and use the Client Data and Anonymised Data both during and after the Term.
Intellectual Property: The Client acknowledges and agrees that it has no Intellectual Property rights in Client Data or Anonymised Data, and no right to access such data.
Service providers: The Client acknowledges that we use third party service providers to help provide the Service, including hosting and data storage services. Those providers are required to implement and maintain safeguards and administrative, physical, and technical measures that are designed to protect the security and integrity of their systems.
Backup: We adhere to policies and procedures intended to prevent data loss, including creating periodic back-ups of Client Data, but we do not make any guarantees that there will be no loss or corruption of Client Data. To the maximum extent permissible by law, we expressly exclude liability for any loss or corruption of Client Data, no matter how caused.
Dispute resolution
If any dispute or difference arises between the parties or any matter or issue arises which the parties wish to have resolved or remedied (a Dispute), a party may serve a notice of Dispute on the other party specifying reasonable details of the nature of the Dispute (Dispute Notice).
Upon service of a Dispute Notice, the following procedures will apply:
upon the issue of a Dispute Notice each party will enter into negotiations to resolve a course of action for resolution of the Dispute, within 10 Business Days (or such longer period as the parties may agree) of the issue of a Dispute Notice;
where any course of action for resolution of the Dispute is not resolved within the timeframe in clause (a) the parties must immediately refer the Dispute to mediation. Any mediation must be conducted in terms of the Resolution Institute Standard Mediation Agreement. The mediation must be conducted by a mediator and at a fee agreed by the parties. Failing agreement by the parties as to appointment of a mediator within seven days of reference to mediation as set out above, the mediator will be selected and his/her fee determined by the President for the time being of the Resolution Institute (or any suitable replacement organisation); and
no party may commence any arbitration or court proceedings relating to any Dispute unless that party has first complied with the procedure specified in this clause 13.2.
Nothing in clause 13.2 will prevent either party from taking immediate steps to seek urgent interlocutory relief before an appropriate Court.
General
Entire Agreement: This Contract contains the entire agreement between the parties in connection with the subject matter hereof and supersedes and replaces all prior negotiations, agreements or representations, whether oral or written, between them with respect its subject matter.
Additional terms and policies: We may publish additional policies that apply to the Service from time to time, such as for passwords, artificial intelligence, data use, mobile devices, etc. The Client’s right to use the Service is subject to those specific terms and policies in addition to the Contract.
Waiver: Any failure by a party to enforce any clause of this Contract, or any forbearance, delay or indulgence granted by that party to any other party will not be construed as a waiver of the first party’s rights under this Contract.
Variation: This Contract may not be varied except by agreement in writing between the parties.
Notices:
All notices given by a party under the Contract must be in writing and delivered by e-mail.
A notice sent by email is effective on transmission, provided that any communication received or deemed received after 5 pm or on a day which is not a Business Day is deemed not to have been received until the next Business Day.
Notices to us must be sent to the email address specified in the Order or to any other email address notified by email to the Client by us.
We may send notices to the Client’s email address or other address specified in the Order. The Client expressly consents to all contract, invoices, notices, information and other communications that we provide to the Client, being sent to that email address (and any further address the Client advise to us).
Electronic communications: Applicable laws require that some of the information or communications we send to the Client should be in writing. The Client accepts that communication with us will mainly be by electronic means, such as through emails or updates on the Service, and agree to this. The Client acknowledges and agrees that all contracts, invoices, notices, information and other communications that we provide to the Client electronically comply with any legal requirement that such communications be in writing.
Force majeure: Neither party will be liable for any delay in meeting, or failure to meet, its obligations under this Contract (other than an obligation to pay money) to the extent that such delay or failure is caused by any event outside its reasonable control (including any delay or failure caused by any act or omission to the other party).
Severability: If any provision of this Contract is held unenforceable, illegal or invalid for any reason, this Contract will remain otherwise in full force apart from such provision which will be deemed deleted.
Governing law and jurisdiction: This Contract will be governed by, and construed in accordance with, the laws of New Zealand and the parties submit to the non-exclusive jurisdiction of the courts of New Zealand in respect of any dispute or proceeding arising out of this Agreement.
Counterparts: This Contract may be executed and exchanged in any number of counterparts (including copies and scanned email copies) each of which is to be deemed to be an original, but all together are to constitute a binding and enforceable agreement between the parties.