Terms of Service
Small Change Software Limited | smallchangesoftware.co.nz
Last updated: March 2026 | Effective for all new subscriptions immediately
Introduction
These Terms of Service govern your use of the smallChange platform. Please read them carefully — they are a binding legal agreement between you and Small Change Software Limited.
1.1 About us: smallChange is a cloud-based change management platform developed and operated by Small Change Software Limited (NZBN 9429053529619), a New Zealand company trading as smallChange ("we", "us", "our").
1.2 Agreement: By creating an account or using the smallChange service you agree to be bound by these Terms of Service, our Privacy Policy, and any Order Form or Subscription Plan you have accepted (together, the "Agreement"). If you do not agree, you must not use the service.
1.3 Definitions: Defined terms are set out in section 2 and are capitalised throughout this Agreement.
2. Definitions
Key terms used throughout this Agreement are explained here.
In this Agreement:
- "Authorised Users" means the individuals you authorise to access and use the Service under your Subscription, subject to any User Limits.
- "Customer Data" means all data, content, and information uploaded or entered into the Service by you or your Authorised Users.
- "Documentation" means the help articles, guides, and PRINCE2 methodology materials made available through the Service or smallChange's website.
- "Fees" means the Subscription Fees and any other amounts payable under an Order Form.
- "Order Form" means a written or electronic order or invoice specifying the Subscription Plan, User Limits, and associated Fees.
- "Service" means the smallChange web-based change management platform, including all features, management products, and related tools provided by us under your Subscription.
- "Subscription" means your right to access and use the Service during the Subscription Term.
- "Subscription Plan" means the tier of Service you have subscribed to (including any Admin seats and Additional User seats) as set out in the Order Form or pricing page.
- "Subscription Term" means the period of your Subscription as specified in the Order Form or, if not specified, on a rolling monthly basis.
- "User Limits" means any limits on the number of Authorised Users set out in your Subscription Plan.
3. Subscription and Access
We grant you the right to use smallChange during your Subscription Term. You are responsible for your account and your Authorised Users.
3.1 Grant of access: Subject to payment of the applicable Fees and compliance with this Agreement, we grant you a non-exclusive, non-transferable right to access and use the Service during the Subscription Term, solely for your internal business purposes.
3.2 Authorised Users: You may permit Authorised Users to access the Service up to your User Limits. You are responsible for ensuring that each Authorised User complies with this Agreement and for all activity that occurs under your account.
3.3 Account security: You are responsible for maintaining the confidentiality of your login credentials. You must notify us immediately at support@smallchangesoftware.co.nz if you become aware of any unauthorised use of your account. We are not liable for loss or damage arising from unauthorised access caused by your failure to keep credentials secure.
3.4 Subscriber responsibility: As the subscriber, you control who is invited to your account, their level of access, and the data entered into the Service. You are responsible for resolving any disputes with your Authorised Users about access.
3.5 Multi-tenant environment: The Service operates as a multi-tenant platform. We take reasonable technical measures to logically separate Customer Data between tenants, but you acknowledge that no electronic storage is completely secure.
4. Fees and Payment
You must pay the applicable Subscription Fees on time. Fees may change, but we will give you advance notice.
4.1 Subscription Fees: You agree to pay the Fees applicable to your Subscription Plan. All Fees are stated in New Zealand dollars and are exclusive of GST unless otherwise stated.
4.2 Billing: Subscription Fees are billed in accordance with your Subscription Plan — either monthly or annually in advance. Payment is processed via Stripe using the payment method you provide.
4.3 Seat-based pricing: Fees are calculated based on the number of Admin seats and Additional User seats in your Subscription Plan. Adding users beyond your current User Limits will result in a pro-rated charge for the remainder of the billing period.
4.4 Taxes: You are responsible for all applicable taxes (including GST) associated with your use of the Service, except where we are required by law to collect them.
4.5 Late payment: If payment is not received by the due date, we may suspend your access to the Service after reasonable notice. We reserve the right to charge interest on overdue amounts at 10% per annum.
4.6 Fee changes: We may change Fees at any time, but will give you at least 30 days' written notice before any increase takes effect. Continued use of the Service after the effective date constitutes acceptance of the new Fees.
4.7 No refunds: Subject to any consumer rights that cannot be excluded under New Zealand law, Fees paid are non-refundable. If you cancel your Subscription, you will retain access until the end of your current billing period.
5. Free Trials
We may offer a free trial period. After the trial, billing will not commence unless you choose to Subscribe.
5.1 Trial terms: We may offer a free trial of the Service for a specified period. The specific terms of any trial (duration, features, User Limits) will be communicated at sign-up.
5.2 Conversion: If you do not convert to a paid Subscription before the end of the trial period, your account will be suspended. Your data will be retained for a period no less than 14 days to allow you to reactivate your Subscription at a later date.
6. Customer Obligations
You agree to use smallChange lawfully and responsibly, and to ensure your Authorised Users do the same.
6.1 Acceptable use: You agree to use the Service only for lawful purposes and in accordance with this Agreement. You must not use the Service in any way that could damage, disable, or impair the Service or interfere with other customers' use.
6.2 Prohibited conduct: You must not (and must ensure your Authorised Users do not):
- reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service;
- resell, sublicense, or otherwise make the Service available to third parties except as expressly permitted;
- upload or transmit viruses, malware, or other malicious code;
- use the Service to store or transmit material that is unlawful, defamatory, or infringes a third party's intellectual property rights;
- circumvent or attempt to circumvent any security or access controls;
- use the Service in a way that violates the privacy or data protection rights of any individual; or
- use the Service for any purpose that competes with our business without our prior written consent.
6.3 Fair use: You must use the Service in a fair and reasonable manner. We may notify you if your usage is excessive relative to similar customers and request that you reduce usage within 14 days.
7. Data Use and Privacy
Your Customer Data belongs to you. We use it only to provide and improve the Service. Our Privacy Policy explains how we handle personal information.
7.1 Ownership: Customer Data remains owned by you. You grant us a limited, non-exclusive licence to use, store, copy, and process Customer Data solely to provide and improve the Service and to communicate with you about your Subscription.
7.2 Anonymised data: We may create anonymised, aggregated statistical data derived from Customer Data for the purposes of improving the Service and for general business analytics. Such data will not identify you or any individual.
7.3 Privacy: We respect your privacy and handle personal information in accordance with our Privacy Policy and the New Zealand Privacy Act 2020. By using the Service, you agree to our Privacy Policy.
7.4 Security: We implement reasonable technical and organisational measures to protect Customer Data. However, no method of transmission over the internet or electronic storage is 100% secure. You are responsible for maintaining appropriate security practices on your own systems.
7.5 Data processing: Where you upload personal information about third parties (such as employees or project stakeholders), you warrant that you have obtained all necessary consents to allow us to process that information in connection with providing the Service.
7.6 Backup and export: You are responsible for maintaining copies of your Customer Data. We will use reasonable endeavours to assist data export upon request. We are not liable for data loss except to the extent we are at fault.
8. Confidentiality
Both parties agree to protect each other's confidential information.
8.1 Mutual obligations: Each party agrees to keep the other party's Confidential Information confidential and not to disclose it to any third party without the other party's prior written consent, except as required by law or as necessary to fulfil obligations under this Agreement.
8.2 Exceptions: Obligations of confidentiality do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law or regulatory authority.
9. Intellectual Property
We own the Service and everything we build into it. You own your Customer Data.
9.1 Our IP: We own all intellectual property rights in the Service, including the software, design, Documentation, templates and management products, and all related materials. Nothing in this Agreement transfers any of those rights to you.
9.2 Your IP: You retain ownership of all intellectual property in your Customer Data. You grant us only the limited licence described in section 7.1.
9.3 Feedback: If you provide feedback or suggestions about the Service, you grant us an irrevocable, royalty-free licence to use that feedback without restriction.
9.4 PRINCE2: The smallChange platform is aligned with the PRINCE2 2023 methodology. PRINCE2 is a registered trademark of AXELOS Limited. We are not affiliated with or endorsed by AXELOS Limited.
10. Service Levels and Availability
We aim for high availability but cannot guarantee uninterrupted service. Planned and emergency maintenance may cause downtime.
10.1 Availability target: We will use commercially reasonable efforts to ensure the Service is available 99.5% of the time during each calendar month, measured during business hours (8:30am–5:30pm NZST on New Zealand business days), excluding scheduled maintenance and events outside our control.
10.2 Excluded downtime: The following shall not count toward any downtime calculation: (a) scheduled maintenance; (b) emergency security maintenance; (c) events or circumstances beyond our reasonable control (see section 14); (d) issues caused by your systems, network, or third-party services; or (e) your breach of this Agreement.
10.3 Maintenance: We will use reasonable efforts to notify you in advance of scheduled maintenance that will affect Service availability.
10.4 Modifications: We may update, modify, or discontinue features of the Service at any time. Where practical, we will give you reasonable notice of material changes.
11. Third-Party Integrations
The Service may integrate with third-party tools. Those integrations are subject to the third party's own terms.
11.1 Third-party services: The Service may integrate with or link to third-party services (for example, Stripe for payment processing, Cloudflare for infrastructure, and other tools). Your use of those services is governed by the applicable third party's terms and privacy policies.
11.2 No responsibility: We are not responsible for the availability, accuracy, or content of third-party services, and we do not endorse or assume any responsibility for them.
12. Data Storage and Archiving
We manage storage efficiently by compressing and archiving data linked to archived change requests. This is fully automated — no human reviews your documents during this process.
12.1 Storage allocation: Your Subscription includes a base storage allocation of 10GB for Customer Data in the secure store, which equates to approximately 3,000 files at an average size of 3.2MB. Individual file uploads are limited to 5MB per file. Additional storage may be available as specified in your Subscription Plan. We reserve the right to introduce storage limits with reasonable notice as the Service scales.
12.2 Automated archiving: To manage storage efficiently, we automatically compress and archive Customer Data associated with change requests that you mark as archived within the Service. This process is:
- fully automated and executed by the Service without human involvement;
- non-destructive — archived data is retained and remains retrievable on request; and
- triggered solely by your own actions in marking a change request as archived.
12.3 No human access during archiving: No employee or contractor of Small Change Software Limited will view, read, or otherwise access the content of your documents or Customer Data during the archiving and compression process. Processing is performed entirely by automated systems.
12.4 Access to archived data: Archived Customer Data remains available to you at all times. When a change request is archived, its associated documents and data are compressed into a single archive file which you can download directly from the Service. The data is not deleted or removed from your account.
12.5 Excessive storage use: If your Customer Data storage materially exceeds the average usage across comparable Subscription Plans, we may notify you and work with you to reduce storage consumption. Where excessive use continues following notice, we reserve the right to apply additional storage charges at our then-current rates, or to require an upgrade to a higher-tier Subscription Plan.
12.6 Data integrity: We use commercially reasonable technical measures to ensure the integrity of Customer Data during compression and archiving. We are not liable for loss of archived data except to the extent caused by our negligence or wilful misconduct.
13. Termination
Either party can terminate this Agreement. On termination, access ends and your data is retained briefly before deletion.
13.1 Termination by you: You may cancel your Subscription at any time via the account settings or by providing us written notice. Cancellation takes effect at the end of your current billing period.
13.2 Termination by us: We may terminate your Subscription on 30 days' written notice. We may terminate or suspend your access immediately if: (a) you breach this Agreement and fail to remedy the breach within 14 days of written notice; (b) the breach is incapable of remedy; or (c) you become insolvent, enter liquidation, or a receiver is appointed over your assets.
13.3 Effect of termination: On termination: (a) your right to access the Service ceases immediately; (b) any outstanding Fees become immediately payable; and (c) each party will cease using the other's Confidential Information.
13.4 Data retention: Following termination, we will retain your Customer Data for up to 90 days, during which you may request an export. After that period, we will delete your Customer Data in accordance with our data retention policy, unless we are required by law to retain it.
14. Liability and Indemnity
Our liability to you is limited. Please read this section carefully.
14.1 Limitation of liability: To the maximum extent permitted by law, our total aggregate liability to you arising under or in connection with this Agreement (whether in contract, tort, or otherwise) is limited to the total Fees you paid to us in the 12 months immediately preceding the event giving rise to the claim.
14.2 Exclusion of consequential loss: Neither party will be liable to the other for any indirect, consequential, special, incidental, or punitive loss or damage, or for loss of revenue, profit, data, goodwill, or business opportunity, arising out of or in connection with this Agreement.
14.3 Non-excludable rights: Nothing in this Agreement limits or excludes any rights you may have under the Consumer Guarantees Act 1993 or any other non-excludable rights under New Zealand law. Where we are permitted to limit our liability for breach of a non-excludable right, we limit that liability to re-supplying the Service or paying the cost of re-supply.
14.4 Indemnity: You indemnify us against all losses, costs (including legal costs), and expenses we incur as a result of: (a) your breach of this Agreement; (b) your use of the Service in a way that infringes a third party's rights; or (c) any claim by a third party arising from your Customer Data.
15. Force Majeure
15.1 Neither party will be liable for any failure or delay in performance caused by circumstances beyond their reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, government action, power or internet outages, or third-party service failures. The affected party must notify the other as soon as practicable.
16. Dispute Resolution
We prefer to resolve disputes informally first. If that fails, disputes are subject to New Zealand law.
16.1 Good faith negotiation: If a dispute arises, the parties must first attempt to resolve it in good faith by negotiation between senior representatives within 10 business days of written notice of the dispute.
16.2 Mediation: If the dispute is not resolved under clause 16.1, either party may refer the dispute to mediation in New Zealand under the LEADR & IAMA Mediation Rules or any other agreed mediation rules.
16.3 Legal proceedings: Neither party may commence legal proceedings (except for urgent injunctive relief) unless the steps in clauses 16.1 and 16.2 have been followed.
16.4 Governing law: This Agreement is governed by the laws of New Zealand. The parties submit to the exclusive jurisdiction of the New Zealand courts.
17. General
17.1 Entire agreement: This Agreement (including the Order Form and Privacy Policy) constitutes the entire agreement between the parties with respect to the Service and supersedes all prior agreements, representations, and understandings.
17.2 Changes to terms: We may update these Terms of Service from time to time. We will give you at least 30 days' notice of material changes by email or in-app notification. Continued use of the Service after the effective date constitutes acceptance. If you do not accept the changes, you may terminate your Subscription before the effective date.
17.3 Assignment: You may not assign or transfer your rights or obligations under this Agreement without our prior written consent. We may assign this Agreement to a related entity or as part of a business sale or restructure, with reasonable notice to you.
17.4 Severability: If any provision of this Agreement is found to be unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.
17.5 No waiver: Failure by either party to enforce any provision of this Agreement will not constitute a waiver of that party's rights to enforce it subsequently.
17.6 Professional advice: The Service facilitates project change management documentation and workflows. It does not constitute professional project management, legal, financial, or compliance advice. You should seek independent professional advice where appropriate.
17.7 Notices: Notices to us must be sent to legal@smallchangesoftware.co.nz. Notices to you will be sent to the email address associated with your account. Notices take effect when sent by email.