1. Introduction

These Terms of Use (“Terms”) govern your access to and use of the Smart Planner platform, including any associated mobile applications, web portals, APIs, and services (collectively, the “Platform”).

These Terms constitute a legally binding agreement between you (“User”, “you”) and Smart Planner Software Solutions Limited (“Smart Planner”, “we”, “us”).

By accessing or using the Platform, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not use the Platform.

These Terms set out both your rights and obligations as a user and our responsibilities as a service provider, consistent with standard SaaS contractual frameworks.

2. Definitions

In these Terms:

“Platform” means the Smart Planner software, applications, systems, and services.

“Subscription” means the paid access to the Platform for a defined period (monthly or annual).

“User Data” means any data, content, or information submitted or generated by you through the Platform.

“Listing” means any content, service, destination, or offering made available on the Platform by a user or partner.

“AI Services” means the artificial intelligence features, including itinerary planning, recommendations, and travel assistance.

3. Description of the Service

Smart Planner is a cloud-based software platform that provides AI-driven travel planning, itinerary management, destination engagement and advertising services.

The Platform enables users to discover destinations, create travel itineraries, access AI-powered recommendations, and interact with sustainability and community initiatives.

Smart Planner may update, modify, or enhance the Platform from time to time. These updates may include new features, removal of features, or changes to functionality.

The Platform is provided on an “as is” and “as available” basis, reflecting industry practice for SaaS platforms.

4. Eligibility and Account Registration

To access certain features, you must create an account.

You agree that:

• All information you provide is accurate and complete

• You will keep your account credentials secure

• You are responsible for all activity under your account

You must not allow unauthorised access to your account or use another person’s account without permission.

Smart Planner reserves the right to suspend or terminate accounts that breach these Terms.

5. Subscription, Listing and Payment Terms

5.1 Subscription Model

Access to the Platform is provided on a paid subscription basis, either monthly or annually.

5.2 No Automatic Renewal

Subscriptions do not automatically renew.

At the end of your subscription period, your access to the Platform will cease unless you actively purchase a new subscription.

This model differs from many SaaS platforms and is explicitly defined to avoid ongoing billing obligations.

5.3 Fees

All fees must be paid in advance.

Fees are non-refundable except where required by law.

Smart Planner may change pricing from time to time, with changes applying to future subscriptions only.

5.4 Suspension for Non-Payment

If payment is not received, Smart Planner may suspend or restrict access to the Platform.

6. Listings and Platform Content

Users may create or interact with listings within the Platform.

You are solely responsible for:

• The accuracy and legality of your listings

• Ensuring you have rights to publish any content

• Compliance with applicable laws and regulations

Smart Planner does not guarantee the accuracy, reliability, or availability of listings.

We reserve the right to remove or modify any listing at our discretion.

7. Acceptable Use

You agree to use the Platform only for lawful purposes.

You must not:

• Use the Platform in violation of any laws

• Interfere with the Platform’s operation or security

• Attempt to gain unauthorised access to systems or data

• Reverse engineer, copy, or exploit the Platform

• Use the Platform to distribute harmful or malicious content

Failure to comply may result in suspension or termination.

8. Data and Privacy

8.1 Ownership of Data

You retain ownership of all User Data.

8.2 Licence to Use Data

You grant Smart Planner a non-exclusive licence to use, process, and store User Data to provide the Platform.

8.3 Data Responsibility

You are responsible for maintaining copies of your data.

As with most SaaS platforms, Smart Planner does not guarantee that data will not be lost or corrupted.

8.4 Personal Data

Smart Planner will handle personal data in accordance with applicable privacy laws, including the New Zealand and Australian Privacy Act.

Data protection principles such as transparency, purpose limitation, and security are core obligations in modern SaaS environments.

9. Artificial Intelligence Services

Smart Planner uses AI and data analytics to provide recommendations.

You acknowledge that:

• AI outputs are based on available data and algorithms

• Recommendations are informational only

• They may not always be accurate or complete

You are responsible for decisions made based on AI outputs.

Smart Planner is not liable for outcomes resulting from reliance on AI-generated recommendations.

10. Intellectual Property

All intellectual property rights in the Platform remain the property of Smart Planner or its licensors.

This includes:

• Software and source code

• Algorithms and AI models

• Designs and user interfaces

You are granted a limited, non-exclusive, non-transferable licence to use the Platform during your subscription period.

You must not copy, modify, distribute, or create derivative works from the Platform.

11. Availability and Maintenance

Smart Planner aims to provide continuous access but does not guarantee uninterrupted service.

We may:

• Perform maintenance

• Update systems

• Modify features

Service interruptions may occur.

12. Termination

12.1 End of Subscription

Your access to the Platform automatically terminates at the end of your subscription period.

There is no automatic renewal.

12.2 Termination for Breach

Smart Planner may terminate or suspend access if you:

• Breach these Terms

• Use the Platform unlawfully

• Fail to pay fees

12.3 Effect of Termination

Upon termination:

• Your access will cease immediately

• Your data may be deleted after a reasonable period

13. Limitation of Liability

To the maximum extent permitted by law:

Smart Planner will not be liable for:

• Indirect or consequential losses

• Loss of profits, revenue, or business

• Loss or corruption of data

Total liability is limited to the fees paid by you for the relevant subscription period.

This reflects standard SaaS risk allocation practices.

14. Warranties Disclaimer

The Platform is provided without warranties of any kind.

Smart Planner does not guarantee:

• Accuracy of information

• Continuous availability

• Fitness for a particular purpose

15. Indemnity

You agree to indemnify Smart Planner against any claims, damages, or losses arising from:

• Your use of the Platform

• Your breach of these Terms

• Your violation of any laws or third-party rights

16. Security

Smart Planner implements reasonable security measures to protect the Platform.

However, no system is completely secure.

You are responsible for:

• Protecting your login credentials

• Maintaining device security

17. Changes to the Platform

Smart Planner may:

• Add or remove features

• Modify functionality

• Improve or update the Platform

We are not obligated to maintain any specific feature.

18. Changes to the Terms

We may update these Terms from time to time.

Material changes will be communicated to users.

Continued use of the Platform constitutes acceptance of the updated Terms.

19. Governing Law

These Terms are governed by the laws of New Zealand.

Any disputes will be subject to the exclusive jurisdiction of the courts of that jurisdiction.

20. General Provisions

These Terms constitute the entire agreement between you and Smart Planner.

If any provision is invalid, the remaining provisions remain in effect.

Failure to enforce any right does not constitute a waiver.

Smart Planner edition: New Zealand and the rest of the world

Smart Planner entity: Smart Planner Software Solutions Limited

Address: Unit A, Ground Floor, 26 Hobson Street, Auckland 1010.

Registration: 9386679

Law: New Zealand

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