Terms & Conditions

1. Key Risks Summary (Fair Trading Act 1986 Compliance)

This is a summary of key terms that impact your rights.

2. Agreement Overview

2.1 Parties

• Syntropy Code Limited (“we”, “us”, “our”): A New Zealand registered company providing the Backcountry Run Coding software as a service.
• Customer (“you”, “your”): The business entity that has purchased a subscription to the BRC software.

2.2 Governing Law

This Agreement is governed by and construed in accordance with the laws of New Zealand.

2.3 Entire Agreement

This Terms of Service Agreement, together with any applicable Service Level Agreement (if provided), constitutes the entire agreement between the parties regarding the BRC software.

3. The Software & Services

3.1 Licence

Syntropy Code Limited grants you a non-exclusive, non-transferable, revocable licence to use the Backcountry Run Coding (BRC) software for your internal business operations. This licence is subject to your compliance with this Agreement and payment of applicable fees.

3.2 Decision Support Clause (The “Liability Firewall”)

3.2.1 Nature of Software

The BRC Software provides a web application and mobile application for Android and iOS.

3.2.2 Human-in-the-Loop Requirement

You acknowledge and agree that:

• All operational decisions (including but not limited to run status determinations, landing zone safety assessments, avalanche risk evaluations, and terrain suitability judgments) are made solely by your qualified guides and personnel.
• The Software does not make safety determinations, assess risk, or provide safety recommendations.
• You are responsible for verifying all data presented by the Software against actual field conditions.

3.2.3 Data Limitations

Syntropy is not responsible for:

• Data latency or delays in real-time information
• GPS inaccuracies or positioning errors
• Hardware failures (GPS devices, satellite connections, mobile devices)
• Outdated safety information appearing on the interface
• Incorrect or misleading data provided by third-party services

4. Fees, Billing & Renewals

4.1 Annual Subscription

Services are billed annually in advance. Payment is due upon invoice.

4.2 Automatic Renewal

Subscriptions renew automatically on the anniversary of the Effective Date. You will receive a renewal notice 60 days before renewal.

4.3 Cancellation

You may cancel via written notice sent to patrick@backcountryruncoding.com. Cancellation takes effect at the end of the current paid term; no refunds are provided for partial periods.

4.4 Price Adjustments

We reserve the right to adjust pricing annually. We will provide exactly 30 days’ notice via your registered email address before any price change takes effect.

4.5 Professional Services

Any custom development, data migration assistance, or specialized training requested by you will be billed at an agreed-upon hourly rate and governed by a separate Statement of Work (SOW).

5. Data Handling

5.1 Data Export Upon Termination

Upon cancellation (for any reason):

• We maintain your data for a 90-day grace period for export.
• You are responsible for exporting all your data during this period.

6. Intellectual Property

6.1 Our IP

All intellectual property rights in the Software, including but not limited to copyrights, patents, trademarks, and trade secrets, remain the exclusive property of Syntropy Code Limited.

6.2 Your Data

You retain all rights to the data you input into the Software. You grant us a limited licence to process this data solely for the purpose of providing the Services.

6.3 Feedback

Any feedback, suggestions, or improvements you provide become our property and may be incorporated into the Software without compensation or attribution.

7. General Provisions

7.1 Amendments

We may update this Agreement with at least 30 days’ notice. Continued use after the effective date constitutes acceptance.

7.2 Assignment

You may not assign this Agreement without our prior written consent. We may assign this Agreement to any successor in interest.

7.3 Severability

If any provision is found invalid or unenforceable, the remaining provisions remain in full force and effect.

7.4 No Waiver

Failure to exercise any right under this Agreement does not constitute a waiver of that right.

7.5 Notices

All notices must be in writing and sent to:

• Syntropy Code Limited: patrick@backcountryruncoding.com
• Customer: The email address registered in your account

7.6 Dispute Resolution

Any disputes shall be resolved through good faith negotiations. If unresolved, disputes will be submitted to mediation in Wellington, New Zealand, before pursuing legal action.

7.7 Entire Agreement

This Agreement constitutes the entire understanding between the parties regarding the Software and supersedes all prior agreements, whether written or oral.