Services

SalesStar will perform the Services with reasonable skill and care, applying its professional knowledge and expertise (the “Reasonable Care Assurance”). You acknowledge that the Services are provided for business purposes only and are subject to the limitations set out in this Agreement.

Dates in relation to delivery of Services (including but not limited to those represented in marketing materials) are intended as a guide only. You acknowledge that courses, programmes and other learning materials may be updated from time to time.

In performance of the Services, SalesStar will rely on the quality, reliability, accuracy, completeness and timeliness of the information, instructions and materials provided by you. SalesStar is not responsible for independently verifying such information and will not be liable for any consequences arising from errors, omissions, or inaccuracies in the information supplied by you to SalesStar.

Access to some of the Services may be governed by their own terms. To access these Services you acknowledge that you will need to agree to these separate terms.    

Access to the SalesStar OS is governed by the SalesStar OS Terms and Conditions (https://salesstar.com/os-terms-and-conditions/), which is incorporated into this Agreement by reference.  

Disclaimer of Peer-to-Peer Advice

Advice, information, opinions, or materials provided by other participants of the Services (“Peers”) are not the views, positions, or endorsements of SalesStar. Such content is solely the responsibility of the Peer who provided it. SalesStar acts merely as a passive conduit for the distribution and publication of this information.

SalesStar does not pre-screen, monitor, or validate the accuracy, completeness, or reliability of Peer-provided information. You acknowledge that any reliance on Peer advice is at your own risk. We do not guarantee that such information will be professional, accurate, or suitable for your specific business needs.

To the maximum extent permitted by law, SalesStar (including its officers, employees, and agents) shall not be held liable for:

• Any errors or omissions in Peer-provided content;
• Any loss or damage (financial, reputational, or otherwise) resulting from your use of or reliance on Peer advice; or
• Any disputes or interactions between you and other participants of the Service.

Peer-to-Peer Confidentiality

“Peer Confidential Information” refers to any non-public information disclosed by a participant (“Disclosing Peer”) to others within the Service (“Receiving Peers”). This includes, but is not limited to:

• Proprietary business strategies or sales processes;
• Financial data, pricing structures, or customer lists; and
• Trade secrets, intellectual property, or “work-in-progress” ideas.

By participating in the Services, every Peer agrees to:

• Maintain Secrecy: Hold all Peer Confidential Information in the strictest confidence.
• Restrict Use: Use the Peer Confidential Information solely for the purpose of mutual learning and professional development within the scope of the Services.
• Prohibit Disclosure: Not disclose, publish, or disseminate any Peer Confidential Information to any third party (including colleagues or external parties) without the express written consent of the Disclosing Peer.
• Confidentiality obligations do not apply to information that:
• Was already known to the Receiving Peer prior to disclosure;
• Is or becomes publicly available through no fault of the Receiving Peer; or
• Is independently developed without reference to the Peer Confidential Information.

The duty of confidentiality shall survive the termination of your participation in the Services and shall continue for a period of 5 years from the date of disclosure.

Participants acknowledge that a breach of confidentiality may cause irreparable harm for which monetary damages are inadequate.

Direct Action: Participants agree that the Disclosing Peer has the right to seek injunctive relief or other equitable remedies directly against the breaching Peer.

SalesStar’s Role: SalesStar reserves the right to terminate the access of any participant found to be in violation of these confidentiality standards, though SalesStar assumes no liability for the enforcement of these private rights between Peers.

Non-Solicitation 

During your participation in the Services and for twelve (12) months following your exit, you agree not to:

• Solicit or entice away any employee or contractor of another Peer or SalesStar; or
• Engage in aggressive “pitching” or unsolicited sales activity toward other Peers that detracts from the collaborative nature of the Boardroom.

Information and Accounts

You will provide any information required by SalesStar to deliver the Services (including but not limited to your sales data) reasonably requested by SalesStar. You will ensure that all information supplied to SalesStar complies with the provisions of any relevant legislation governing privacy and the use of information.

By default, your subscription includes access to the Services for two (2) authorized users specified by you.

Access is restricted to the specific individuals named in your account setup. Log-in credentials are for individual use only and may not be shared, transferred, or used by multiple people.

If you require more than two (2) users, additional seats may be purchased at our prevailing rates. SalesStar reserves the right to audit user activity to ensure compliance with this seat limit.

Disclosure and Use of Work

The Services provided are intended solely for your use and SalesStar accepts no responsibility or liability to any third party who may gain access and / or rely on the Services.

You must not disclose any business system, know-how, report, outline format, specifically written licence, or any other agreement or any other information that is copyright or the intellectual property of SalesStar and its licensors without our prior written consent.

SalesStar reserves the right to engage independent contractors, consultants or other third-party service providers to assist with the delivery of the Services.

Billing and Payment 

You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. 

If automatic payment is enabled for the Services you have subscribed for, your payment information will be securely saved and you will be charged automatically in accordance with the term you selected. 

If you and SalesStar agree to invoiced billing SalesStar will issue invoices to you for the Services. You shall pay all valid and properly issued invoices on or before the due date specified on the invoice, unless otherwise agreed in writing. Unless otherwise specified, all amounts exclude sales tax, goods and services tax, value added tax or revenue based tax (“Sales Tax”).  You shall pay to SalesStar any Sales Tax payable on the invoice issued by SalesStar to you.

SalesStar may, in its absolute discretion, charge interest at the rate of fifteen percent (15%) per annum on all amounts that remain outstanding after the date that any invoice is due and payable until the date on which the overdue amount is paid in full. 

Failure to pay any fee or invoice by the due date shall be considered a material breach of this Agreement. SalesStar reserves the right, at its sole discretion and without prejudice to its other rights, to suspend your access to the Services. Such suspension may occur immediately or following a 14-day notice of delinquency. SalesStar shall not be liable for any loss of data, business interruption, or other damages resulting from a suspension due to non-payment.

Fee Changes

SalesStar reserves the right to adjust the fees for its Services, including subscription rates, one-time fees, or any other charges, at its sole discretion.

Any changes to the pricing structure will be communicated to you at least thirty (30) days prior to the change taking effect. Notice will be provided via the email address associated with your account or through a prominent notification within the Service platform.

Your continued use of the Services after the price adjustment becomes effective constitutes your acceptance of the new fees.

Automatic Renewals: For subscription-based Services, the new rate will apply to the next billing cycle following the notice period.

Right to Cancel: If you do not agree to the price adjustment, your sole remedy is to cancel your subscription or terminate your use of the Services prior to the effective date of the price change.

Liability Limitation

To the maximum extent permitted by law, SalesStar will only be liable for any direct loss suffered by you arising solely from a material breach of the Reasonable Care Assurance, and only to the extent such loss is proven and not otherwise excluded. For the avoidance of doubt, SalesStar’s liability shall not extend to any acts, omissions, or information provided by Peers within the Services. 

SalesStar’s total aggregate liability (whether in contract, tort including negligence, or otherwise) shall be limited to the total fees paid by you to SalesStar in the ninety (90) days immediately preceding the date of the event giving rise to the claim.

In no event shall SalesStar be liable for any loss of profits, loss of revenue, loss of data, or any indirect, consequential, or special disruptions or damages, even if advised of the possibility of such losses.

Other than as set out in this clause, SalesStar shall not be liable to you for any losses of any description arising out of or connected in any way with the provision of the Services.

The Parties agree that:

• The Services are being provided and acquired in trade for the purposes of a business;
• The provisions of the Consumer Guarantees Act 1993 shall not apply;
• For the purposes of section 5D of the Fair Trading Act 1986, the Parties acknowledge they are contracting out of sections 9, 12A, and 13 of that Act; and
• It is fair and reasonable that the Parties are bound by these provisions.

General Confidentiality

The Parties agree that, except as required by law, the documents and information received by or provided to the other for the purposes of this Agreement and the provision of the Services, are “confidential information” and will be treated as confidential except if the information:

• Is or becomes generally available to the public other than by a breach of the obligations under the Agreement;
• Is demonstrably known to the Parties prior to entering into the Agreement; or
• Is received from a third party who owes no obligation of confidence in respect of the information;
• is required to be disclosed to any securities exchange or regulatory or governmental body to which that party is subject or submits wherever situated whether or not the requirement for information has the force of law, provided that any such information disclosed will be disclosed only after notice to the other party. 

You agree that the SalesStar may disclose the performance of the Services to clients and prospective clients as an indication of our experience.

Intellectual Property Rights

Intellectual property rights in all documentation, business systems, know-how, ideas, concepts, methodologies and processes introduced to and utilised by SalesStar in relation to the services or created in the course of providing the Services remain vested in SalesStar and its licensors (as appropriate).

All intellectual property developed by SaleStar on your behalf is owned by SalesStar and licensed to you to be used solely for the purpose of training your internal staff. You agree not to use this material for any other purpose. You may, at your discretion, amend the material to suit the changing needs of your organisation.

Privacy 

If you provide or disclose personal information of any individual, other than yourself, as required by, pursuant to, or in connection with the Services, or this Agreement, you undertakes that you have, to the extent required by law: 

• notified the relevant individual of the purposes for which data will be collected, processed, used, disclosed, stored or transferred; and 
• obtained such individual’s consent for, and hereby consent on behalf of such individual to, the collection, processing, use, disclosure, storage or transfer of his/her personal data to or by SalesStar, and confirm that you are authorised by such individual to provide such consent on their behalf.

You have the right to access personal data held about yourself by SalesStar. If the information held about you is inaccurate, you have the right to request a correction.

Other Engagements

Nothing in this Agreement prevents SalesStar from providing services to other parties.

Assignment

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.

Term 

This Agreement commences on the date you first subscribe to the Services and continues for a minimum fixed period of twelve (12) months (the “Initial Term”). During the Initial Term, you may not terminate this Agreement. 

Upon the expiry of the Initial Term, this Agreement will automatically renew on a month-to-month basis (the “Rolling Term”) unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the Initial Term.

During the Rolling Term, either party may terminate this Agreement at any time by providing thirty (30) days’ written notice. Your access to the Services will continue until the end of the 30-day notice period, and you will be liable for all fees incurred up to the date of termination.

If you terminate during the Initial Term, you agree to pay an Early Termination Fee equal to the remaining monthly fees for the balance of the Initial Term as liquidated damages.

Either party may terminate this Agreement immediately if the other party:

• Commits a material breach of this Agreement that is not remedied within fourteen (14) days of receiving notice of the breach; or
• Becomes insolvent, enters into liquidation, or has a receiver appointed.

3x Guarantee 

If, after the Initial Term, you can demonstrate that you have fully implemented the SalesStar SCALE frameworks and have not closed new business after the start of the Initial Term with a total contract value three (3) times what you paid during the Initial Term (the “3x Threshold”), SalesStar will provide continued access to the Services at no cost until the 3x Threshold is met.

You must notify SalesStar in writing within thirty (30) days of the expiry of the Initial Term of your intention to invoke this Guarantee. Failure to provide notice within this window constitutes a waiver of the Guarantee.

This 3x Guarantee is strictly conditional upon you proving that:

• You attended 100% of the scheduled Boardroom sessions and Strategic days;
• You completed all “homework,” milestones, and action items assigned during the sessions within the specified timeframes;
• You utilized the SalesStar OS platform as directed, including the consistent logging of sales data, for the full duration of the Initial Term; and
• You provide SalesStar upon request, with full access to your sales pipeline data and relevant CRM records to verify the total value of new business closed.

For the avoidance of doubt, this Guarantee applies only to the Initial Term and does not apply to any Rolling Term or subsequent renewals. SalesStar’s sole obligation under this Guarantee is the provision of continued Services; no monetary refunds will be issued.

Resolving Disputes

This Agreement and any disputes or claims arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of New Zealand. The Parties irrevocably submit to the exclusive jurisdiction of the courts of New Zealand.

Any dispute or claim arising out of or relating to this Agreement, including any question regarding its existence, validity or termination, shall be first negotiated between the Parties in good faith to settle the dispute or difference. 

If the dispute or difference cannot be settled by good faith negotiations between the Parties within 14 days of the dispute or difference arising, such dispute or difference may be referred to the mediation of a single mediator agreed between the Parties or, in the absence of agreement, appointed by any senior office holder for the time being of the New Zealand chapter of the Resolution Institute or a nominee on application by either party. 

If the dispute or difference cannot be settled within 30 days of the dispute or difference being referred to mediation, the dispute or difference can be referred to arbitration. The arbitration will be conducted by a sole arbitrator agreed between the Parties, or if the Parties cannot agree on the arbitrator within 10 days from the notice for arbitration, an arbitrator appointed by the President of the Arbitrators’ and Mediators’ Institute of New Zealand. The arbitration will take place in New Zealand under the Arbitration Act 1996.

Severability

Any illegality, unenforceability or invalidity in a provision in this Agreement will not affect the remaining provisions of this Agreement which will remain in full force and effect.

Independent Relationship 

Nothing in this Agreement creates a partnership, joint venture, or employer-employee relationship between the Parties. You are an independent business entity.

Force Majeure

None of the Parties shall be responsible to any other Party for any delay in performance or non-performance due to any circumstance beyond the reasonable control of the Parties, but the Party relying on force majeure shall promptly upon the occurrence of any such cause notify the other Party in writing, stating that such cause has delayed or prevented its performance of its obligations under this Agreement and thereafter such Party shall take all action within its power to comply with the terms of this Agreement as fully and promptly as possible. 

If a force majeure event continues for more than 20 business days, SalesStar may terminate this Agreement immediately by written notice.  

A force majeure event will include, without limitation, the acts of God, acts or omissions of any government or any rules, regulations or orders of any governmental authority or any officer, department, agency or instrument thereof; fire, storm, flood, earthquake, accident, acts of public enemy, war (whether declared or not), rebellion, insurrection, riot, invasion, strikes, or lockouts, or anything regarded as being beyond the control of the party in question.

Variation

SalesStar may, from time to time, vary the terms of this Agreement, the scope of the Services, or the applicable Fees to reflect changes in technology, law, or our business operations.

We will provide you with at least thirty (30) days’ written notice of any material variation. Notice will be sent to the email address associated with your account.

If a variation materially prejudices your rights or increases your obligations, you may notify us of your objection within fourteen (14) days of receiving our notice.

If we cannot reach an agreement regarding the change, you have the right to terminate this Agreement effective from the date the variation would have taken place.

If you do not object or terminate within the notice period, you are deemed to have accepted the variation.

SalesStar may make non-material changes (such as correcting typos, updating contact details, or minor feature tweaks that do not reduce the value of the Service) immediately and without prior notice.