Terms of use

  1. These are our Terms

    1. Back of a Napkin is a tool created by Buddle Findlay (we, us), provided at backofanapkin.co.nz (Website). The Website is intended to help people collaborating on new projects (you) think about and agree some key issues that might arise in the future (the Agreement).
    2. By accessing and using the Website, you accept and agree to be bound by these terms of use (Terms). These Terms are important and legally binding so please read them carefully. If you don't agree to them, you should not use the Website.

  2. We are not giving you legal advice through the Website

    1. Even though the Website has been developed with the help of lawyers, the Website and the Agreement do not constitute legal advice and they are not a substitute for legal advice. Use of the Website or the Agreement does not mean that you have engaged us or become our client. You should seek specific legal advice if you have questions or issues.
    2. The Agreement is a generic template. It is not intended to be comprehensive or tailored to your particular needs or instructions. That's why we're able to give it to you for free. However, this means that we can't be sure that the Agreement works for you or that it covers all of the issues that you need it to. We therefore disclaim and exclude all implied conditions, representations and warranties to the maximum extent permitted by law, including (without limitation) warranties as to accuracy, completeness and fitness for any particular purpose.
    3. The Agreement is only as good as the information that you provide; so if your situation changes then we'd recommend that you update your Agreement (or create a new Agreement) to reflect that.

  3. Read the Agreement before signing it

    1. The Website automatically creates the Agreement using the information that you've provided. However, technology can go wrong, so it is important that you all read the final Agreement carefully before signing it to make sure that it is correct.
    2. The Website is provided on an "as is" and "as available" basis, and use of it is at your sole risk. You agree that we will not be liable for any direct, indirect, incidental, special, or consequential loss resulting from the use of, or the inability to use, the Website or the Agreement.
    3. We do not warrant that the Website will be uninterrupted, timely, secure, error-free, accurate, reliable or meet your specific requirements or expectations.

  4. These are your responsibilities

    1. You are responsible for all activity that results from your use of the Website and the Agreement. You indemnify, and will keep indemnified, us against all forms of liability, actions, proceedings, demands, costs, charges and expenses which we may incur or be subject to or suffer as a result of your use of the Website or the Agreement.
    2. You must not use, or assist anyone to use, the Website or the Agreement (a) for any illegal or unauthorised purpose; (b) for any malicious means, or to abuse, harass, threaten, intimidate or impersonate any other person; (c) to upload or transmit any virus or malicious code; or (d) for any purpose other than the creation of an agreement for your new business venture.

  5. We can amend these Terms and the Website

    1. We may amend these Terms from time to time without notice. When posted on this Website, the amendments will be effective immediately.
    2. We may issue an update to the Website or the Agreement which may add, modify, and/or remove features without notice.
    3. If you continue to use the Website after any changes, you’ll be taken to have agreed to the changes.

  6. We may collect some personal information

    1. By accessing the Website, you consent to the collection, use, and processing of your information for the purpose of creating the Agreement.  Once the Agreement is created, we do not hold on to any personal or other information that you have entered, and we do not store a copy of your Agreement.
    2. We will use reasonable endeavours to ensure that information that you submit through the Website is kept confidential, stored securely and not disclosed to any third parties, except as required or permitted by law or these Terms.
    3. We will only hold your personal information for as long as necessary to create your Agreement.  However, you can choose to leave your name and email address so that one of our team can get in touch with you. If you do, then our Privacy Policy describes how we hold and use that information.
    4. You have the right under the Privacy Act 2020 to access and/or correct any of your personal information that is held by us.  If you want to access and/or correct this information, please email us at .
    5. We may also collect information about the way our Website is used (for example, traffic volumes, time spent on pages, services used).  The information is automatically retrieved in statistical and aggregate formats to assess and improve the Website, and to determine our visitors' preferences and interests but this information won't identify you personally.

  7. We own the Website and the Agreement, but not your new project

    1. You agree that we own all of the intellectual property rights existing in the Website and the form of the Agreement including any improvements, enhancements, modifications or adaptations to the same. You agree not to, and will not permit or encourage any third party to, copy, reproduce, modify, adapt, reverse-engineer or decompile the Website or the Agreement in whole or in part without our prior written consent.
    2. You may not publish or use our brand, branding or logos without our prior written consent.
    3. We will not collect, store or claim ownership of any intellectual property rights in relation to the information that you submit to the Website. For that reason, you agree not to hold us accountable if we or someone else independently comes up with a similar idea to the one that you have submitted to the Website.

  8. This is a legal agreement

    1. These Terms are governed by New Zealand law, and all users submit to the exclusive jurisdiction of the New Zealand courts for any matter or dispute arising in relation to these Terms.
    2. These Terms represent the entire agreement between you and us in relation to the use of Website and the Service.
    3. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full effect.
    4. If we do not exercise or enforce any right available to us under these Terms, it does not constitute a waiver of those rights.