Thinkladder Enterprise Terms & Conditions

Last updated: 30 September 2025

Table of Contents

Overview
1 Key Definitions
2 Structure of This Agreement
3 Access and Use
4 Integrations (excluding Slack)
5 Support and Availability
6 Customer Responsibilities
7 Fees, Billing and Taxes
8 Changes to Terms or Services
9 Data Protection and Privacy
10 Confidentiality
11 Intellectual Property
12 Disclaimers
13 Liability
14 Term and Termination
15 Publicity
16 Force Majeure
17 Notices
18 Governing Law and Disputes
19 General
Appendix A — Implementation and Professional Services
Appendix B — Integration-specific terms (non-Slack)

Overview

These Enterprise Terms & Conditions (“Enterprise Terms”) govern organisation-level access to and use of Thinkladder services. They apply to both trials and paid subscriptions.

By signing an order form, proposal, or similar document that references these Enterprise Terms (an “Order”), or by accessing the services as an authorised organisation user, you agree to these Enterprise Terms.

These Enterprise Terms sit alongside (and incorporate by reference):

The User Terms apply to individual end-users and cover safety, acceptable use, and consumer-level disclosures. The Privacy Policy explains our data-handling practices in detail. To avoid duplication, these Enterprise Terms add only organisation-specific terms.

Order of precedence: If there is any conflict:

  1. the Order governs pricing, quantities, and bespoke variations;
  2. then these Enterprise Terms;
  3. then the User Terms and Privacy Policy.

Governing law: New Zealand law governs these Enterprise Terms (see Section 18).

All of the information provided on the website and apps (services) are to be used for informational and/or educational purposes. The services should not be used as a substitute for seeking out professional support.

1 Key Definitions

1.1 Customer: the organisation entering into the Order (e.g., school, university, employer).

1.2 Services: Thinkladder’s software and hosted features identified in the Order, including web, mobile, and approved integrations.

1.3 Authorised Users: people the Customer permits to use the Services under its account (e.g., staff, students in sponsored cohorts).

1.4 Cohort: a defined group (e.g., workplace, school, class, or programme) sponsored by the Customer.

1.5 Integration: an optional connection between the Services and a third-party application or identity provider (e.g., Microsoft Teams, SSO, LMS, HRIS). Slack is governed by the User Terms.

1.6 Order: the agreed commercial details (fees, term, modules, start date).

1.7 Personal Data: information relating to an identified or identifiable person.

2 Structure of This Agreement

2.1 These Enterprise Terms cover organisation-level rights and responsibilities — subscriptions, integrations (except Slack), data-protection commitments, confidentiality, IP, support, and liability.

2.2 The User Terms and Privacy Policy continue to govern safety, cohort research settings and opt-outs, AI usage boundaries, and end-user controls.

3 Access and Use

3.1 Trials. Evaluation access may be provided “as is” and withdrawn at any time.

3.2 Subscriptions. Paid access continues for the term stated in the Order (monthly or fixed-term) and renews on the same cadence unless cancelled.

3.3 Permitted purpose. Customer will use the Services only for its internal purposes and ensure Authorised Users comply with the User Terms.

3.4 Accounts & administration. Customer manages Authorised Users and access credentials and is responsible for actions taken under its accounts.

3.5 Reasonable use. Usage must be reasonable and not degrade service quality or evade pricing metrics.

4 Integrations (excluding Slack)

4.1 Integrations other than Slack (e.g., Microsoft Teams, SSO, LMS, HRIS, APIs) are optional and subject to third-party terms. 

4.2 We may modify or discontinue an integration if a provider withdraws it. 

4.3 Where a materially relied-on integration is removed without a reasonable substitute, Section 8.4 applies.

4.4 Customer instructs Thinkladder to share or receive Personal Data as needed for enabled integrations and remains responsible for lawful enablement and notification to individuals.

5 Support and Availability

5.1 Standard email/ticket support is included unless otherwise specified in the Order. 

5.2 Advanced setup (e.g., SSO, API enablement, custom analytics) may be scoped as Professional Services. 

5.3 We aim for high availability but planned maintenance and Force Majeure may affect uptime.

6 Customer Responsibilities

6.1 Comply with all applicable laws (education, employment, privacy, e-safety).

6.2 Ensure Authorised Users use the Services appropriately.

6.3 Acknowledge the Services are not a clinical tool (see User Terms Safety Disclaimer).

7 Fees, Billing and Taxes

7.1 Fees. As set out in the Order; exclusive of tax unless stated.

7.2 Invoicing & payment. Subscriptions are billed in advance and invoices are due on the 20th of the month following the invoice date.

7.3 Late payment & suspension. We may charge reasonable late fees and/or suspend access for overdue accounts (after notice). Suspension will not delete Customer data and will be lifted promptly once payment is received.

7.4 Price adjustments. At renewal, we may update fees with notice. If an increase exceeds 6 % year-on-year and is unacceptable, the Customer may decline renewal.

7.5 Scope changes. Adding modules or users mid-term may adjust fees pro-rata per Order mechanics.

8 Changes to Terms or Services

8.1 Minor or beneficial changes may be made any time by notice or posting.

8.2 Material detrimental changes require 28 days’ notice.

8.3 If a material integration is removed or a change is detrimental, Customer may terminate the affected Order with a pro-rata refund for unused fees.

9 Data Protection and Privacy

9.1 Customer is the data controller for Personal Data it provides; Thinkladder acts as processor to deliver the Services and integrations. 

9.2 Processing is limited to purposes set out in the Privacy Policy. 

9.3 On-device journals/audio are never uploaded or analysed. 

9.4 We use vetted sub-processors and reasonable security measures. 

9.5 We maintain reasonable administrative, technical, and organisational measures designed to protect Personal Data against unauthorised access, loss, or alteration, consistent with generally accepted industry standards (including ISO 27001-aligned practices). We may use carefully vetted sub-processors to deliver the Services. A current list is available on request, and we will notify the Customer in advance of any material changes.

9.6 We will notify you without undue delay of any personal data breach and co-operate on remediation. 

9.7 At termination you may request data return or deletion within 60 days. See the Privacy Policy for full details.

10 Confidentiality

10.1 Each party will keep the other’s non-public information confidential and use it only to perform this agreement, disclosing it only to personnel and advisers under confidentiality obligations or as required by law.

11 Intellectual Property

11.1 Thinkladder owns the Services, software, and content. Customer owns its content and grants Thinkladder a licence to use it to provide the Services and integrations. Feedback may be used freely.

12 Disclaimers

12.1 The Services are informational and educational only — not a clinical, diagnostic, or treatment tool.

12.1 We do not control third-party integrations and disclaim responsibility for their availability or security.

13 Liability

13.1 Neither party is liable for indirect or consequential loss. 

13.2 Each party’s aggregate liability is capped at the fees paid under the relevant Order in the 12 months preceding the claim. 

13.3 Nothing excludes liability that cannot be limited by law.

14 Term and Termination

14.1 Monthly subscriptions: either party may terminate with 20 days’ written notice before month-end.

14.2 Fixed-term subscriptions: either party may decline renewal with 60 days’ notice before term-end.

14.3 Material breach: either party may terminate if not remedied within 10 business days of notice.

14.4 Insolvency or misconduct: either party may terminate immediately.

14.5 Customer must cease use on termination; prepaid fees are non-refundable except as expressly stated.

14.6 Within 60 days of termination, Customer may request data export or deletion.

15 Publicity

15.1 We may use Customer name and logo in customer lists and case studies with prior email consent, which may be revoked at any time for future materials.

16 Force Majeure

16.1 Neither party is liable for failure to perform due to events beyond reasonable control (e.g., outages, disasters, strikes, government action). 

16.2 The impacted party will mitigate and resume performance as soon as practicable.

17 Notices

17.1 We may send notices by email to the addresses in the Order. 

17.2 Customer must keep contact details current.

18 Governing Law and Disputes

18.1 These Enterprise Terms are governed by New Zealand law. 

18.2 Before starting proceedings, both parties will try in good faith to resolve any dispute through their authorised representatives. 

18.3 Either party may seek urgent injunctive relief at any time.

19 General

19.1 Neither party may assign without the other’s consent (except to an affiliate or successor on notice).

19.2 These Enterprise Terms, the Order, User Terms and Privacy Policy form the entire agreement and supersede prior understandings.

19.3 If any clause is unenforceable, the rest remains effective. Failure to enforce is not a waiver.

19.4 No third-party beneficiaries are created by these Terms.

Appendix A — Implementation and Professional Services

If the Order includes setup, SSO, API enablement, data mapping, custom analytics, or training, these are Professional Services provided on a time-and-materials or fixed-fee basis. We will use reasonable skill and care. Deliverables are provided “as is” unless stated otherwise in the Order.

Appendix B — Integration-specific terms (non-Slack)

If the Order lists specific integrations (e.g., Microsoft Teams, SSO, LMS/HRIS connectors), any additional terms or limits will appear in the Order. Where an integration is deprecated, Section 8.4 applies.