Terms of use

Last updated: 18 May 2022

Welcome to Starboard. We’re here to help you tackle complex maritime challenges.

We want to be clear about what you agree to when you use our services and our platform. That’s what these terms cover. If you’re subscribing to Starboard on behalf of your organisation, your organisation is bound to our terms. You must also ensure that any individual within your organisation who uses our platform complies with the conditions of use imposed by these terms, including under section 6 (Your obligations) and section 7 (Platform content).

By subscribing to Starboard (including where we provide you with access to our platform and services by way of a free trial), you agree to these terms. If you don’t agree to these terms, then you cannot use our platform or services.

You should read these terms alongside our privacy statement, which tells you all about how we collect, hold, use, and disclose information about you.

If you have any questions once you’ve read these terms, then please get in touch. You can contact us by going to the ‘Talk to us’ section of our website or by sending an email to support@starboard.co.nz.

1. How to read these terms

In this section, we make it clear what we mean by certain terms that we use. The meaning of terms highlighted in bold throughout these terms is explained here.

When we say:

  • you’ or ‘your’ we mean both you and, if applicable, the organisation on behalf of which you are subscribing
  • we’, ‘us’, ‘our’ or ‘Xerra’ we mean Xerra Earth Observation Institute Limited, a company incorporated in New Zealand (company number 6287139) having its registered office at 17a Brandon Street, Alexandra, 9320, New Zealand.
  • access account’ we mean the login and password facility that facilitates your access to the platform and our services.
  • business days’ we mean a day, other than a Saturday or Sunday, on which registered banks are open for business in Wellington, New Zealand.
  • client data’ we mean any data or information that you upload or input to the platform or otherwise provide to us when using our services.
  • intellectual property rights’ we mean all intellectual property rights throughout the world including rights in respect of copyright, patents, trade marks, designs, trade secrets, know-how, and circuit layouts (in each case whether registered or unregistered), as well as any application or right to apply for registration of those rights.
  • personal information’ we mean information about an identifiable individual.
  • platform’ and ‘Starboard’ we mean the Starboard Maritime Intelligence platform that we provide you access to under these terms.
  • platform content’ we mean any content that we may make available to you on Starboard or otherwise when you use our services, but we don’t mean client data.
  • quotation’ we mean the quote we provide you in respect of the subscription fee payable by you for your requested subscription plan.
  • services’ we mean all the services we provide to you, including our provision of access to the platform in accordance with your subscription plan.
  • subscription fee’ we mean the fee shown in your quotation or that we otherwise notify you about when you subscribe for the services.
  • subscription plan’ we mean the subscription plan you select at the time you subscribe to our services.
  • subscription term’ we mean the term during which you subscribe for access to Starboard, as determined by your subscription plan.

2. Subscribing to Starboard

In this section, we tell you all about how to subscribe to Starboard and use our services as well as some important obligations that you have in connection with your subscription.

You can request a quotation from us by contacting us through our website, starboard.nz.

The quotation we provide you will tell you about the details of your subscription, for example:

  • your subscription plan (including if your subscription provides your whole organisation or only certain persons within your organisation with access to our platform);
  • your subscription term;
  • your subscription fee;
  • when and how frequently your subscription fee will be payable;
  • any special terms applicable to your use of our platform and our services.

Any quotation that we provide you will be deemed an offer by us to you to subscribe to our services on these terms and in accordance with any terms set out in the quotation. If there’s any inconsistency between these terms and the quotation, then the quotation will prevail to the extent of that inconsistency.

We might agree to let you try the platform for free for a trial period. We won’t charge you for our services during the free trial period, but if you choose to continue using our services at the end of your trial then we’ll bill you the subscription fee for that continued use.

3. Using Starboard

In this section, we tell you all about your rights to use the platform, what we don’t promise about the platform, and when we can suspend your access to the platform.

You’re permitted to access and use Starboard, for your subscription term, in accordance with these terms. We can monitor and log your use of and activity when using the platform and our services through your access account.

You don’t have the right to sub-license or transfer your right to access and use the platform, or any other rights that we grant you under these terms.

We will use our best endeavours to make the services and the platform available to you on an uninterrupted and error-free basis. But we don’t warrant that:

  • the services and the platform will be available at all times;
  • the services and the platform will operate without error;
  • any third party features that we make available through the platform will be available at all times;
  • the platform content that we make available through the platform will be accurate, complete, and error-free.

To the maximum extent permitted by applicable law, we don’t make any warranties or representations in connection with our services, your use of our services, and our platform, other than the warranties and representations set out in these terms. Sections 9, 12A, and 13 of the Fair Trading Act 1986 won’t apply to these terms or your use of our services and platform.

Need help? Get in touch! You can email us with any support related questions here: support@starboard.nz. We will respond to your queries within a reasonable timeframe.

4. Suspending your access

In some circumstances, we might need to suspend access to our platform. This section describes those circumstances.

We can suspend your access to our services (either to you or to all users of our platform):

  • for the purposes of undergoing maintenance (whether scheduled or otherwise) to the platform or the systems underpinning the platform;
  • if we’re required to do so by a third party on whom we rely to provide the platform;
  • if we reasonably think that it is necessary to do so to mitigate any security risks.

If we need to suspend your access to the platform for scheduled maintenance, then we’ll provide notice in advance via our in-app messaging service and on our website. But generally, we can suspend your access to the platform without providing any advance notice to you when there is unplanned disruption.

5. Our fees

This section tells you all about how our fees work and what happens if you don’t pay them. The price of your subscription is based on your subscription term and is explained further in your quotation.

We’ll charge you for the subscription fee as described in your quotation. If your quotation doesn’t describe when the subscription fee is payable, then we’ll issue an invoice for the subscription fee:

  • on the date on which you subscribe to for the services (or, if you continue using our services once your free trial ends, if applicable); and
  • monthly during the subscription term.

Unless your quotation specifies another payment date, you’ll need to pay us the amount specified in each invoice, in full, by the 20th of the month following the month in which we issue you the invoice.

It’s important that you pay us on time. If you don’t pay us any amount when due, then we can suspend your access to our services. We can also charge you late payment interest:

  • at the default rate of 5% per annum;
  • accruing daily and compounding monthly;
  • on the entire amount outstanding, including any interest accruing; and
  • for a period from and including the date payment was due until the date of actual payment.

6. Your obligations

This section tells you all about what you should (and shouldn’t) do when you’re using our services.

Do:

  • comply with any guidelines or instructions we provide in respect of the platform and/or the use of our services;
  • keep secure and confidential the details of each access account;
  • let us know as soon as you can if you become aware of any actual or attempted unauthorised access of the platform or an access account, by sending an email to support@starboard.nz.

Don’t:

  • gain access to the platform or any of its functionality (including platform content or other data made available through the platform) which you don’t have our authority to access, or attempt to do so;
  • attempt to undermine the security or integrity of the systems used to deliver the platform to you;
  • copy, alter, modify, transmit, or reproduce the platform (or any of its functionality), or attempt to do so;
  • prepare any translations, modifications, or derivative works of the platform (without limiting your rights in respect of platform content as set out in section 7), or attempt to do so;
  • use the platform in a way that infringes applicable law (or causes us to infringe applicable law);
  • allow any other person to use the platform or access the services in reliance on your access account;
  • leave your computer devices unattended when you’re connected to the platform through your access account.

7. Platform content

We know our data rich content is why you’re here. But there are important restrictions on how you can use what we make available to you. That’s what this section is all about.

You can use the platform content in connection with your business, including by extracting data contained in the platform content and then using that data to prepare reports and other content for your business.

You must not redistribute the platform content to any third party other than, in each case in the ordinary course of your business:

  • reports or other documents that you’ve created with reference to platform content (for example, your own data analysis using our platform content); and/or
  • copies of extracts of our platform content (for example, a screenshot showing part of our platform), provided that you only do so where reasonably necessary in connection with your business, and you do not remove any copyright notices or other marks identifying us as the source of the platform content.

You also can’t charge a third party to receive our platform content from you, unless we say you can.

Unless we say otherwise, you must:

  • comply with any guidelines or instructions we give you (whether directly or as published on the platform) in respect of your use of the platform content;
  • at our reasonable request cease using any platform content (including if we think it necessary or desirable to do so in connection with any actual or potential challenge in relation to any intellectual property rights or other rights in the platform content).

So far as we are aware, the platform content, and your use of the platform content in accordance with these terms, does not and will not infringe the intellectual property rights of any person.

8. Client data

When you’re using our platform and services, you may provide us with data and other information. This section tells you about how we can use that data and some important representations you make when providing us with client data.

Any rights in client data that you provide us when using our services belong to you.

You grant us a royalty-free, non-exclusive, worldwide, transferrable, and sublicensable right to use, modify, and adapt the client data for the following purposes:

  • providing our platform and services;
  • preventing and/or addressing any service, support, or technical problems,
  • undertaking maintenance and protecting against security incidents, and fraudulent, malicious, and illegal activity in connection with the platform;
  • improving and developing our platform and services;
  • producing analytics, statistics, and reports regarding the use of the platform;
  • sharing aggregated and/or anonymous reports about our platform with third parties;
  • where required or permitted to do so in accordance with applicable law; and
  • otherwise in connection with our rights and obligations under these terms.

You must ensure that the client data you provide us complies with applicable law and that our receipt of the client data won’t cause us to breach applicable law. You’re also responsible for ensuring that you have all necessary permissions and authorisations to provide us with the client data (including by ensuring you’ve made all necessary privacy disclosures to individuals or that you’re otherwise authorised to allow us to use and disclose client data as described in these terms).

By providing us with client data containing personal information, you represent to us that we are authorised to hold, use, disclose, and process that client data for the purposes described in this section 8 and as described in our privacy statement.

You represent and warrant to us that our use of the client data won’t infringe the intellectual property rights or any other rights of a third party.

On the termination of your subscription, at your cost and request, we’ll provide you with a copy of the client data that we hold in a format we reasonably consider appropriate, provided that you make such request within 20 business days of the termination of your subscription.

9. Anonymised statistical data

We can use anonymised data we collect about your use of our platform to deliver our services to others and make improvements to our service offering.

When you use our services we may create anonymised statistical data, including through aggregation and then use that anonymised data for our own purposes, including to provide and improve our services, to offer our services to others, to develop our platform and new product offerings, to learn about how users interact with our services, and for other uses we communicate with you from time to time. This means we might use and redistribute your client data in an anonymised form.

10. Feedback

Have an idea about how we might improve things around here? Tell us! This section explains how we can use your feedback.

Our users help us to keep delivering innovative and useful services.

We love hearing your feedback and can use any information, ideas, comments, and suggestions you give us without restriction. We won’t pay you to use your feedback. Any rights in things we create as a result of or in connection with your feedback will be owned by us.

11. Privacy

Our collection, use, and disclosure of personal information is governed by our privacy statement.

We will collect, use, and disclose personal information about you in connection with your use of the platform and services in accordance with our privacy statement.

12. Confidentiality

We will protect the confidentiality of your confidential information. And we expect you to do the same for us.

When you use our services, you may share confidential information with us. We’ll take reasonable steps to protect your confidential information.

Without limiting our use of your client data described in section 8, our use of anonymised data in section 9, and our use of your feedback described in section 10, we’ll only use your confidential information to provide our services and platform, with your authorisation, to meet our obligations or exercise our rights under these terms, and/or otherwise as described in these terms.

When you use our services, you might become aware of our confidential information (whether through us giving you that information or otherwise in connection with your use of the platform). You must keep that information secret and, unless you have our written authorisation, not share that information with anyone.

13. Third party features

We work with other innovative people to deliver our services. That means that your use of some features of our platform, and your purchase of certain products or services, will be subject to the terms of those third party suppliers. This section describes that a bit more.

When you access, purchase, and/or use features offered by a third party supplier in connection with our services, that third party supplier’s terms will govern your access, purchase and/or use, including:

  • in the case of products and services provided by exactEarth Limited, the exactEarth data licence;
  • in the case of satellite imagery you access or purchase from a third party using our services, the applicable terms provided by that third party.

You must not do anything that causes or may cause us to breach third party supplier’s terms.

If you have any questions about a third party supplier or its terms, you should contact that third party supplier directly.

14. Changes to these terms

We’re innovating, changing, and growing. We might need to make changes to these terms from time to time. This section explains how we’ll do that.

We may need to change these terms from time to time. If we make a significant change to our terms, we’ll let you know by sending you an email or by displaying a message in our platform. You can also see the date of our last update to these terms at the top of this page.

If we make a change to these terms that are reasonably likely to be adverse to your interests, then you can choose to cancel your subscription by notice in writing to us. If you cancel your subscription within 20 business days after we provide you with notice of the change, then we won’t charge you the subscription fee for the remainder of your subscription term (but you’ll still be required to pay us any amounts due prior to you notifying us of your cancellation).

Otherwise, if you continue to use our services after 20 business days after we give you notice of the change, then you’ll be deemed to have accepted the updated terms.

15. Termination

You can easily terminate your subscription by providing notice to us, but you’ll still need to pay your subscription fee for the remainder of the subscription term. This section explains a bit more about that and also about when we may terminate your subscription.

You can terminate your subscription by notice in writing to us at any time. If you terminate your subscription, then:

  • you’ll need to keep paying your subscription fee for the remainder of your subscription term and we won’t provide you with a refund for any amounts you’ve already paid;
  • at the end of your subscription term:
    • your access to Starboard and your right to use our services, platform, and platform content will automatically expire; and
    • we’ll disable your access account.

We can terminate your subscription immediately (and without notice to you) if:

  • you fail to comply with your obligations under:
    • section 6 (Your obligations); and/or
    • section 7 (Platform content);
  • you provide any person with access to your access account other than someone authorised by us; and/or
  • you fail to pay your subscription fee on time.

If we terminate your subscription, then:

  • we will disable your access account;
  • you’ll immediately cease to have the right to access the platform or use the services.

16. Liability and indemnity

Read this section extra carefully since it outlines who is liable (and not liable) for what. It also tells you about the circumstances where we may require you to cover our losses.

You’re solely liable and responsible for any actions that are taken on or in respect of the platform or in connection with the services using your access account. This means you’re responsible for ensuring that your use of our platform and services complies with applicable law.

You must indemnify us on demand for all losses, costs, and expenses incurred or suffered by us in respect of any claim against us that our incorporation and/or use of the client data infringes the intellectual property rights or other rights of any other person.

To the maximum extent permitted by applicable law, we won’t be liable to you – whether in contract, tort (including negligence), breach of statutory duty, or otherwise – under or in connection with these terms and/or your use of the platform or our services (including any inability to access the platform), for any of the following:

  • any loss or damage arising from any failure of systems, hardware, software, communications equipment, networks, or other equipment used by you to access the platform;
  • any loss or damage caused by or arising from a distributed denial-of-service attack, viruses, or other technologically harmful material that may infect or corrupt your computer hardware, software, data or devices arising from your use of the platform;
  • any loss of the use of money, loss of anticipated savings, loss of bargain, loss of revenue, loss or corruption of data, loss of opportunity, loss of business, loss of profit, loss of goodwill or loss of reputation (in each case, whether direct or indirect);
  • any indirect, special or consequential loss or damage regardless of how such loss or damage is caused; and/or
  • any loss or damage arising as a result of any third party bringing a claim in respect of any of the above types of loss.

Without limiting the above exclusion to our liability, to the maximum extent permitted by applicable law, our aggregate liability to you due to, under and/or arising out of or in connection with these terms and/or your use of the platform and the services (including any inability to access the platform) in contract, tort (including negligence), breach of statutory duty or otherwise, in respect of any and all claims, will not exceed the subscription fee actually paid by you in the 12 months prior to the date on which the event or circumstance giving rise to our liability occurs.

17. Notice

You might have noticed that you need to give us a notice in certain circumstances, like if you want to exercise your right of termination. We might give you notice too. This section explains how that works.

Any notice that we need to give you under these terms will be valid if we notify you through the platform or we send you an email to the contact details you’ve given us.

If you’re required to or may give notice to us under these terms, then you must send that notice to us at support@starboard.nz (or to any replacement email address that we notify you).

Notices given by us or you in accordance with this section will be deemed to be received:

  • if provided by us through the platform, immediately; and
  • if sent by you or us by email, at the time of transmission, unless the sender was put on notice that the transmission was unsuccessful.

But, if the time and day on which a notice would have been deemed to have been received by us in accordance with the above is not between 9 am and 5 pm on a business day, then the notice will be deemed to be received by us at 9 am on the next business day.

18. Disputes

This section explains how disputes may be resolved.

Most concerns can be resolved quickly by you getting in touch with our support team at support@starboard.nz.

If we can’t resolve a dispute amicably between us within ten business days, then either you or us can, by written notice to the other, refer that dispute to the mediation of a single mediator agreed between us (or, if we can’t agree on a mediator within ten business days of that written notice, a mediator appointed by the President for the time being of the New Zealand Law Society).

If you and we can’t resolve the dispute within 20 business days of the dispute being referred to mediation, then you and we will be entitled to exercise all rights and remedies available at law.

Nothing will prevent us or you from commencing legal proceedings to seek urgent interlocutory relief.

19. General

There’s a few more important things we want you to know about, which we’ve outlined in this section.

These terms contain the entire agreement between you and us with respect to your access to the platform and your use of our services. They set out the only conduct relied on by you and us. They also supersede any earlier conduct, prior agreements, representations, and understandings between you and us in connection with your access and use of the platform and our services.

Nothing in these terms is intended to confer a benefit upon any person other than you or us whether under Part 2 of the Contract and Commercial Law Act 2017 or otherwise.

Nothing in these terms or arising out of the relationship established by these terms means that you’re our agent. You also aren’t granted any authority to make commitments on our behalf. And nothing creates any trust, joint venture, or commercial partnership between you and us.

No exercise, failure to exercise, or delay in exercising our rights our remedies will constitute a waiver of any of our rights or remedies.

You can’t assign your rights under these terms or in respect of the services to anyone, or purport to do so, unless we say you can in writing.

If any of these terms (or their application to you) become invalid or unenforceable at all, the remainder of these terms will continue to apply, unaffected, to the greatest extent permitted by law.

You submit to the non-exclusive jurisdiction of the New Zealand courts. New Zealand law will govern these terms, the interpretation of these terms, and any disputes arising in connection with these terms.