These Terms of Service (“Terms”) govern your access to and use of the Ascend platform (the “Service”), operated by Ascend Tech Ltd (“Ascend,” “we,” “us,” or “our”), a New Zealand company based in Auckland.
By creating an account, subscribing to the Service, or accessing or using the Service in any way, you agree to be bound by these Terms. If you are agreeing to these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not agree, you may not access or use the Service.
In these Terms:
Subject to your compliance with these Terms and payment of the Subscription Fee, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service for your own lawful internal business purposes, in the manner we make it available from time to time.
You may permit your Authorised Users to access the Service under your Account. You are responsible for all activity occurring under your Account, including any act or omission of an Authorised User. You must ensure that your Authorised Users comply with these Terms.
The Service is provided on an “as is” and “as available” basis. We do not guarantee that the Service will be uninterrupted, error-free, secure, or available at any particular time or speed. We may perform scheduled maintenance and may need to suspend access temporarily. We will endeavour to give you reasonable notice of any planned maintenance that may affect your use of the Service.
We may modify, add, or remove features of the Service at any time. For material changes that negatively affect your use of the Service, we will endeavour to give you at least 7 days’ notice by email or through the Service.
Your access to and use of the Service is subject to reasonable use. Reasonable use means that the volume of data, frequency of access, and number of concurrent users does not materially interfere with other customers’ use of the Service. If we reasonably determine that your usage is excessive or unreasonable, we may contact you to require that you reduce your usage, and if the issue persists, we may restrict, suspend, or terminate your access.
To use the Service, you must create an Account with a valid email address and password. You must provide accurate and complete information and keep it updated. You are solely responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your Account. You must notify us immediately at support@ascendtech.fit if you become aware of any unauthorised use of your Account.
The Subscription Fee for the Service is set out on our pricing page or in your order. Fees are payable in advance of each billing period and are non-refundable except as expressly stated in these Terms. We reserve the right to change our Subscription Fees upon 30 days’ notice to you.
You must provide a valid payment method (credit card or debit card) acceptable to us. By providing payment information, you authorise us to charge the Subscription Fee and any other applicable fees to that payment method on each billing date. Your payment information is processed and stored securely by our payment processor; we do not store full card numbers, CVV codes, or PINs.
If your payment method is declined, we will notify you by email and may attempt to process the payment again within 7 days. If payment remains unsuccessful after 14 days from the original due date, we may restrict access to certain features of the Service. If payment is not received within 30 days, we may suspend your access to the Service entirely. Access will be restored once the outstanding amount is paid in full. We do not charge late fees or interest on overdue amounts.
These Terms commence on the date you create an Account or first access the Service and continue until terminated in accordance with this section.
Either party may terminate these Terms at any time by giving 30 days’ written notice to the other party.
Either party may terminate these Terms immediately by written notice if the other party materially breaches these Terms and fails to remedy the breach within 14 days of receiving written notice specifying the breach.
We may suspend your access to the Service immediately if: (a) you fail to pay any amount due under these Terms within the timeframes set out in Section 4.3; (b) we reasonably believe your use of the Service poses a security risk, is unlawful, or breaches these Terms; or (c) we are required to do so by law or a court order.
Upon termination, your right to access and use the Service ceases immediately. We will make Your Data available for export for a period of 30 days following termination. After that period, we may permanently delete Your Data in accordance with our data retention policy, unless we are required by law to retain it.
The following sections survive termination: 6 (Acceptable Use), 8 (Intellectual Property), 9 (Data Ownership and Privacy), 10 (Confidentiality), 11 (Limitation of Liability), 12 (Indemnification), 13 (Consumer Guarantees Act), 14 (Dispute Resolution), 15 (Governing Law), and 16 (General Provisions).
You agree that you and your Authorised Users will not:
The Service integrates with third-party services, including Stripe (payment processing), Mailjet (email delivery), OpenCage (geocoding), and Cloudflare R2 (file storage). These services are provided by their respective operators under their own terms and conditions. We are not responsible for the availability, security, or performance of any third-party service. Your use of any integrated third-party service is at your own risk.
As between you and us, we own all right, title, and interest in and to the Service, including all software, code, databases, interfaces, branding, and underlying technology. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable licence to use the Service for your internal business purposes.
You must not, and must not permit any third party to:
If you provide us with any suggestions, comments, or other feedback about the Service, you grant us a perpetual, irrevocable, royalty-free licence to use that feedback for any purpose without obligation to you.
As between you and us, you own all right, title, and interest in Your Data. You grant us a non-exclusive, worldwide, royalty-free licence to use, copy, store, transmit, and process Your Data solely for the purpose of providing, maintaining, and improving the Service.
When you use the Service to collect and process personal information about your End Users (gym members), you are the data controller for that information, and we act as a data processor. You are responsible for complying with applicable privacy laws (including the New Zealand Privacy Act 2020, GDPR, or CCPA where applicable) in your collection and use of End User personal information.
Our Privacy Policy explains how we collect, use, disclose, and protect personal information when you use the Service. By using the Service, you agree to the terms of our Privacy Policy.
In compliance with the New Zealand Privacy Act 2020, we maintain administrative, physical, and technical safeguards to protect Your Data. In the event of a data breach that poses a risk of harm to affected individuals, we will notify the New Zealand Privacy Commissioner and you as required by law.
Neither party will disclose the other party’s Confidential Information to any third party except: (a) to its employees, contractors, and advisors who need to know it and are bound by confidentiality obligations; (b) as required by law; or (c) with the disclosing party’s prior written consent. Each party will protect the other’s Confidential Information using the same degree of care it uses to protect its own, but no less than reasonable care.
To the fullest extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of revenue, loss of data, loss of goodwill, or cost of substitute services, arising out of or related to these Terms or the use of the Service, even if advised of the possibility of such damages.
To the fullest extent permitted by law, our total liability to you for all claims arising out of or related to these Terms or the Service, whether in contract, tort (including negligence), or otherwise, will not exceed the total Subscription Fees paid by you to us in the 12 months immediately preceding the event giving rise to the claim.
The Service is provided “as is” and “as available” without warranties of any kind, either express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will meet your requirements, be uninterrupted, secure, or error-free.
The limitations and exclusions in this section apply regardless of the theory of liability and survive termination of these Terms. Some jurisdictions do not allow certain limitations of liability, so some of the above limitations may not apply to you.
You agree to defend, indemnify, and hold harmless Ascend Tech Ltd, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to:
You acknowledge that you are using the Service for business purposes. Accordingly, the guarantees and remedies provided in the Consumer Guarantees Act 1993 (New Zealand) do not apply to the Service or to these Terms.
If a dispute arises between the parties, the parties will first attempt to resolve it informally through good-faith negotiations. The aggrieved party must provide written notice describing the dispute in reasonable detail. Both parties will then meet (in person or by electronic means) within 14 days to attempt to resolve the matter.
If the dispute cannot be resolved informally within 30 days, the parties agree to refer the dispute to mediation administered by LEADR (Lawyers Engaged in Alternative Dispute Resolution) or another mutually agreed mediation service in New Zealand.
If the dispute cannot be resolved through mediation, either party may commence court proceedings.
These Terms are governed by the laws of New Zealand. The parties submit to the exclusive jurisdiction of the courts of New Zealand.
These Terms, together with our Privacy Policy, constitute the entire agreement between you and us regarding the Service.
We may modify these Terms at any time. We will notify you of material changes by email or by posting a notice on our website at least 14 days before the changes take effect. Your continued use of the Service after the changes take effect constitutes your acceptance of the modified Terms.
No failure or delay by either party in exercising any right under these Terms will operate as a waiver of that right.
If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations under these Terms to a related company or in connection with a merger, acquisition, or sale of assets.
Neither party will be liable for any failure or delay in performing its obligations under these Terms caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, pandemics, and government actions.
Any notice under these Terms must be in writing and sent by email to support@ascendtech.fit (to us) or to the email address associated with your Account (to you). Notices are deemed received on the date of transmission.
If you have any questions about these Terms, please contact us: