Koru SaaS Limited – Terms of Service

Effective Date: These Terms become effective on the earlier of (a) the date you first access or use any part of the Koru SaaS Services; or (b) the date you digitally accept or sign these Terms — whichever occurs first.

These Terms of Service (“Terms”) form a binding agreement between you and Koru SaaS Limited (“Koru SaaS”, “we”, “us”, or “our”), a New Zealand-registered limited liability company (Company No: 9342352, NZBN: 9429052840401), for the use of our software, services, and platforms. By accessing or using any of our services, you agree to these Terms in full.

1. About Koru SaaS Limited

1.1 Company Registration
Koru SaaS Limited (Company No: 9342352, NZBN: 9429052840401) is a New Zealand-registered limited liability company, operating under New Zealand commercial and privacy laws, with its registered office at 796 East Coast Road, Oteha, Auckland 0630, New Zealand.

1.2 Scope of Business
We are a digital services and Software-as-a-Service (SaaS) provider, offering:

  1. Website and CMS development (e.g., WordPress, custom stacks);
  2. E-commerce platforms;
  3. CRM and business process automation;
  4. Workflow automation;
  5. SEO, digital ads, social media marketing, and newsletters.

1.3 Technology Use
We ure a combination of proprietary tools and components licensed under a white-label arrangement from our enterprise workflow technology partner for automation and CRM functionality. The core technology remains under the licensor’s Intellectual Property (IP), while the brand and client-facing experience are fully owned and managed by Koru SaaS.


1.4 Our Role

Koru SaaS is the primary contractor for all services rendered to you. We are fully responsible for service delivery, billing, support, and relationship management.

2. Application of Terms

2.1 Binding Nature
These Terms apply to your use of the Koru SaaS Service (as defined below). By setting up an account with Koru SaaS or accessing/using our services:
You agree to these Terms;

  1. Where your access and use is on behalf of another person (e.g., a company), you confirm that you are authorised to, and do in fact, agree to these Terms on that person’s behalf, and that person is bound by these Terms;

  2. You warrant that you have full power and authority to enter this agreement on behalf of your organisation (if applicable).

2.2 If You Do Not Agree
If you do not agree to these Terms, you are not authorised to access or use the Services, and you must immediately stop doing so.

2.3 Agreement Precedence
These Terms apply in conjunction with any quotes, signed proposals, or custom project contracts. In the event of conflict, the latest dated signed agreement will take precedence.

2.4 Amendments
We may update these Terms at any time. Any changes will be notified in writing or published on our Website (www.korusaas.nz). Continued use of the Services constitutes acceptance of the updated Terms.

3. Interpretation

3.1 Definitions
In these Terms, the following terms have the stated meaning:

Term

Meaning

Client Portal

Has the meaning given in the definition of Koru SaaS Service.

Confidential Information

The terms of the Agreement and any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the provision and use of the Koru SaaS Service. Our Confidential Information includes Intellectual Property owned by us (or our licensors), including the Koru SaaS Software. Your Confidential Information includes the Data.

Data

All data, content, and information (including Personal Information) owned, held, used, or created by you or on your behalf that is stored using, or inputted into, the Koru SaaS Service.

Koru SaaS Service

The following services: 

 a. The Koru SaaS CRM facility, accessed via the Website, and having the functionality described at www.korusaas.nz; 

 b. The Koru SaaS client portal, accessed via a designated URL (Client Portal); 

 c. Website and CMS development (e.g., WordPress, custom stacks); 

 d. E-commerce platforms; 

 e. SEO, digital ads, social media marketing, and newsletters; 

 f. Setup, onboarding, training, and user support; 

 g. Workflow customization and third-party integrations.

Koru SaaS Software

The software owned by Koru SaaS (and its licensors) that is used to provide the Koru SaaS Service.

Fees

The applicable fees set out on our pricing page at www.korusaas.nz/ or as otherwise agreed in writing between you and us, as may be updated in accordance with clause 7.3.

Force Majeure

An event beyond the reasonable control of a party, excluding: 

 a. An event to the extent it could have been avoided by taking reasonable steps or care; or 

 b. A lack of funds for any reason.

Good Industry Practice

The exercise of that degree of skill and care reasonably expected from an experienced operator engaging in the same or a similar undertaking.

Intellectual Property Rights

Includes copyright and all rights existing anywhere in the world conferred under statute, common law, or equity relating to inventions (including patents), registered and unregistered trademarks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Includes any enhancement, modification, or derivative work of the Intellectual Property.

Initial Term

One year.

Objectionable

Includes being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.

Partner

The government authorities and/or trusted businesses (including Microsoft Azure for cloud storage and AWS for related services, and Xero for invoicing services etc) that enable us to provide certain features of the Koru SaaS Service. A full list of our current partners is available on request by email to info@korusaas.nz.

Payment Terms

The payment terms set out in the Key Details (if any).

Permitted Users

Your personnel authorised to access and use the Services on your behalf in accordance with clause 5.3.

Personal Information

Has the meaning given in the Privacy Act 2020.

Related Services

Has the meaning given in clause 3.5a.

Services

The Koru SaaS Service and the Support Services.

Start Date

The date you accept these Terms under clause 2.1.

Support Services

Has the meaning given in clause 4.

Terms

These terms titled Koru SaaS Limited Terms of Service.

Underlying Systems

The Koru SaaS Software, IT solutions, systems, and networks (including other software and hardware) used to provide the Services, including any third-party solutions, systems, and networks.

User ID

A unique name and/or password allocated to a Permitted User to allow that Permitted User to access the Koru SaaS Service or certain parts of it.

Website

The internet site at www.korusaas.nz, or such other site notified to you by us.

We, us, or our

Koru SaaS Limited, a New Zealand company, Company No: 9342352, NZBN: 9429052840401.

Year

A 12-month period starting on the Start Date or the anniversary of that date.

You or your

You or, if clause 2.1b applies, both you and the other person on whose behalf you are acting.

Koruforms

A browser extension that works with Koru SaaS to auto-fill forms.

3.2 Interpretation
In these Terms:

  1. Clause and other headings are for ease of reference only and do not affect interpretation;

  2. Words in the singular include the plural and vice versa;

  3. A reference to:

  4. A party includes that party’s permitted assigns;

  5. Personnel includes officers, employees, contractors, and agents, but a reference to your personnel does not include us;

iii. A person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity;

  1. Including and similar words do not imply any limit;

  2. A statute includes regulations, orders, or notices made under or in connection with the statute or regulations and all amendments, replacements, or other changes to any of them.
4. Services

4.1 General

We will use best efforts to provide the Services:

  1. In accordance with these Terms, New Zealand law (including the Privacy Act 2020), and, where relevant, the EU GDPR;
  2. Exercising reasonable care, skill, and diligence;
  3. Using suitably skilled and experienced personnel.

4.2 Non-exclusive

Our provision of the Services to you is non-exclusive. Nothing in these Terms prevents us from providing the Services to any other person.

4.3 Availability

  1. Subject to clause 4.3b, we will use reasonable efforts to ensure the Koru SaaS Service is available on a 24/7 basis in New Zealand. However, the Koru SaaS Service may be unavailable for maintenance, development activity, or due to Force Majeure. We will use reasonable efforts to publish advance details of any unavailability on the Website.
  2. The Koru SaaS Service interoperates with third-party service features (including those provided by Partners). We do not warrant or represent:

  3. The availability of those features. If a third-party feature provider ceases to provide or make available a feature on reasonable terms, we may cease to make that feature available to you without refund, discount, or compensation;
  4. The performance of third parties, their services, or systems, and we will have no liability for any delay or failure to provide the Services due to third-party delays or failures.

4.4 Underlying Systems

We are responsible for procuring all Underlying Systems reasonably required to provide the Koru SaaS Service in accordance with these Terms.

4.5 Related Services

  1. We may, from time to time, make available additional services and/or features to supplement the Koru SaaS Service (Related Services).
  2. Subject to you paying the applicable Fees and agreeing to any different or further terms, we may agree to provide Related Services.

4.6 Project Phases
Custom projects may include:

  1. Discovery & strategy;
  2. Design & development;
  3. Implementation & testing;
  4. Launch & post-launch support.
5. Support Services

5.1 Support Services
For as long as you comply with these Terms (including paying the Fees), we will provide the following Support Services:

  1. Chat and email support in the form of consultation, assistance, and advice;
  2. Reasonable efforts to resolve issues, taking into account their nature and severity:
  3. 24/7 for priority 1 issues (determined in our reasonable discretion);
  4. During our business hours (Monday to Friday, 9:00 AM to 5:00 PM, excluding public holidays in Auckland) for non-priority 1 issues.

5.2 Conditions
Support is conditional on you contacting us:

  1. By logging a support ticket at our website www.korusaas.nz.; or
  2. By email to support@korusaas.nz

5.3 Exclusions

We are not required to provide Support Services where support is needed due to:

  1. Modification or alteration of the Koru SaaS Service by any person other than us;
  2. A breach of these Terms by you or your personnel, including use of the Koru SaaS Service in a manner or for a purpose not reasonably contemplated by these Terms or not authorised in writing by us.
6. Client Obligations

6.1 General Use
You and your personnel must:

  1. Use the Services in accordance with these Terms, Good Industry Practice, and solely for:

  2. Your ordinary business purposes;

  3. Lawful purposes (including complying with the Unsolicited Electronic Messages Act 2007);

  4. Comply with all applicable commercial, employment, and privacy laws and codes of practice, including the Privacy Act 2020 and, where relevant, the EU GDPR;

  5. Not resell or make available the Services to any third party, or otherwise commercially exploit the Services except as expressly permitted under these Terms;

  6. Provide true, current, and complete information in your dealings with us (including when setting up an account) and promptly update that information to ensure it remains true, current, and complete.

6.2 Access Conditions

When accessing the Koru SaaS Service, you and your personnel must:

  1. Not impersonate another person or misrepresent authorisation to act on behalf of others or us;

  2. Correctly identify the sender of all electronic transmissions;

  3. Not attempt to undermine the security or integrity of the Underlying Systems;

  4. Not use, or misuse, the Koru SaaS Service in any way that may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Koru SaaS Service;

  5. Not attempt to view, access, or copy any material or data other than that to which you are authorised to access;

  6. Neither use the Koru SaaS Service nor transmit, input, or store any Data that breaches any third-party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect, or misleading;

  7. Comply with any terms of use on the Website, as updated from time to time by us;

  8. Not attempt to bypass access controls, misuse APIs, or burden the platform with abnormal usage.

6.3 Personnel

  1. No individual other than a Permitted User may access or use the Koru SaaS Service.

  2. You may authorise any member of your personnel to be a Permitted User, provided that:

  3. The number of Permitted Users does not exceed any maximum number notified to you or selected by you when setting up your account. This restriction does not limit the number of end clients you may permit to use the Client Portal;

  4. You provide us with the Permitted User’s name and other information we reasonably require.

  5. You and each Permitted User must keep any User ID allocated to you secure and:

  6. Not permit any other person to use that User ID, including not disclosing or providing it to any other person;

  7. Immediately notify us of any unauthorised use or disclosure of that User ID by sending an email to support@korusaas.nz.

  8. You must:

  9. Procure each Permitted User’s compliance with these Terms;

  10. Require your end clients to agree to any terms of use applicable to the Client Portal.

  11. An act or omission by your personnel (including a Permitted User) or any person using a User ID allocated to you or a Permitted User is deemed to be an act or omission by you.

6.4 Authorisations

You are responsible for procuring all licences, authorisations, and consents required for you and your personnel to use the Services, including to use, store, input, process, and distribute Data through the Services.

6.5 Marketing Campaigns

  1. You may engage Koru SaaS to run paid ad campaigns, SEO efforts, or social media marketing. Each campaign will follow a signed scope or proposal.

  2. You must provide creative approvals, access to ad accounts, payment credentials for ad platforms, and timely content feedback.
  3. You are responsible for ad spend limits. Campaigns may be paused or terminated with 7 days’ notice.
7. Data and Privacy

7.1 Koru SaaS Access to Data

  1. You acknowledge that:

  2. We may require access to the Data to exercise our rights and perform our obligations under these Terms (including to monitor, maintain, and/or improve the Services);

  3. To the extent necessary, subject to clause 10, we may authorise our personnel or Partners to access the Data for this purpose.

  4. You must arrange all consents and approvals necessary for us, our personnel, and Partners to access the Data as described in clause 7.1a.

7.2 Agent

To the extent Data contains Personal Information, in collecting, holding, and processing that information through the Services, we act as your agent for the purposes of the Privacy Act 2020 and any other applicable privacy law, including, where relevant, the EU GDPR.

  1. You must obtain all necessary consents from the relevant individual to enable us and our personnel to collect, use, hold, and process that information in accordance with these Terms.

7.3 Backups of Data

  1. We will take standard industry measures to back up all Data stored using the Koru SaaS Service.

  2. You must keep, in accordance with Good Industry Practice, separate backup copies of all Data uploaded by you onto the Koru SaaS Service.
  3. We are not responsible for loss due to user error, third-party failures, or Force Majeure.

7.4 Storage of Data

  1. The Koru SaaS Service does include a maximum data storage capacity of 100 GB under the Fees, provided you request additional data storage capacity once your Data storage reaches its limit. On receipt of your request, we will provide additional capacity at additional extra cost.
  2. Data may be hosted in New Zealand, Australia, the US, or other regions using secure cloud infrastructure providers (e.g., Microsoft Azure, AWS). All storage complies with the Privacy Act 2020 and, where relevant, the EU GDPR.

7.5 International Storage of Data

You agree that we may store, and engage third-party service providers (e.g., Microsoft Azure, AWS) to store on our behalf, Data (including Personal Information) in secure servers in New Zealand, Australia, the US, or other regions, and we and those providers may access that Data from those locations from time to time.

7.6 Data Retention

Upon termination, Data will be retained for 30 days. After that, we may permanently delete it unless otherwise required by law.

7.7 Data Security
We apply best-practice security measures, including encryption, firewalls, user-level access control, and activity logging, to protect Data.

7.8 Indemnities
You indemnify us and our Partners against any liability, claim, proceeding, cost, expense (including actual legal fees charged by our solicitors), and loss of any kind arising from:

  1. Any actual or alleged claim by a third party that any Data infringes the rights of any third party (including Intellectual Property Rights and privacy rights) or that the Data is Objectionable, incorrect, incomplete, misleading, or has not been provided to any person in a timely manner;

  2. Your use of the Services in any unlawful or negligent manner;
  3. A breach by you of clause 7.3b.
8. Fees

8.1 Fees

You must pay us the Fees, which include:

  1. Monthly/annual SaaS subscriptions, billed in advance;
  2. Setup or customisation fees, billed upfront;
  3. Marketing services, billed as quoted in a statement of work.

8.2 Invoicing and Payment

  1. We will provide valid GST tax invoices monthly in advance for the Fees due in the following month.

  2. The Fees exclude GST, which you must pay on taxable supplies under these Terms.

  3. You must pay the Fees electronically in cleared funds without any set-off or deduction:

  4. Using our payment providers (Stripe, PayPal, GoCardless, or bank transfer);

  5. Within 7 days of the invoice date unless otherwise stated;

iii. Prior to the start of the month to which the invoiced Services relate for subscriptions.

  1. You must set up automatic debits via our payment provider where required.

8.3 Overdue Payments

  1. We may suspend or terminate Services for invoices overdue by more than 14 days.
  2. Late payments may incur interest at a rate of 1.5% per month and reasonable collection costs.

8.4 Increases

  1. By giving at least 2 months’ notice, we may increase the Fees (but not during the Initial Term). Fees updated under this clause are deemed to be the Fees.
  2. If you do not wish to pay the increased Fees, you may terminate your right to access and use the Services with 1 month’s notice, provided the notice is received before the effective date of the Fee increase. If you do not terminate, you are deemed to have accepted the increased Fees.

8.5 Refunds

We will not refund any Fees paid in advance, unless required under the New Zealand Consumer Guarantees Act 1993.

9. Intellectual Property

9.1 Ownership
Subject to clause 9.1b, title to, and all Intellectual Property Rights in, the Services, the Website, the Koru SaaS Software, and all Underlying Systems is and remains the property of us (and our licensors). You must not dispute that ownership.

  1. Title to, and all Intellectual Property Rights in, the Data (as between the parties) remains your property. You grant us and our personnel a worldwide, non-exclusive, fully paid-up, transferable, irrevocable licence to use, store, copy, modify, make available, and communicate the Data for any purpose in connection with the exercise of our rights and performance of our obligations under these Terms.
  2. You retain ownership of your branding materials and content provided to us.

9.2 Third-Party Components

Some features may rely on external licensed platforms. You are granted a limited, non-transferable, non-exclusive licence to use those systems through Koru SaaS. The underlying IP remains with the licensor.

9.3 Know-how

To the extent not owned by us, you grant us a royalty-free, transferable, irrevocable, and perpetual licence to use any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by us in the provision of the Services.

9.4 Feedback
If you provide ideas, comments, or suggestions relating to the Services or Underlying Systems (together, Feedback):

  1. All Intellectual Property Rights in that Feedback, and anything created as a result (including new material, enhancements, modifications, or derivative works), are owned solely by us;
  2. We may use or disclose the Feedback for any purpose.

9.5 Third-Party Sites and Material

The Koru SaaS Service may link to third-party websites or feeds. Any link does not imply endorsement, approval, or responsibility for those websites, feeds, or their content or operators. To the maximum extent permitted by law, we exclude all responsibility or liability for those websites or feeds.

9.6 Restrictions

You may not reverse-engineer, replicate, sublicense, or rebrand our systems, code, templates, automations, or proprietary processes without our prior written consent.

10. Confidentiality

10.1 Security
Each party must, unless it has the prior written consent of the other party:

  1. Keep confidential at all times the Confidential Information of the other party, including business processes, pricing or fee structures, technology stack details, and client databases/leads;

  2. Take reasonable steps to effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use;
  3. Disclose the other party’s Confidential Information to its personnel or professional advisors on a need-to-know basis only, ensuring they are aware of and comply with clauses 10.1a and 10.1b.

10.2 Permitted Disclosure

The obligation of confidentiality in clause 10.1a does not apply to any disclosure or use of Confidential Information:

  1. For the purpose of performing a party’s obligations or exercising a party’s rights under these Terms;

  2. Subject to clause 10.3, required by law (including under the rules of any stock exchange);

  3. Which is publicly available through no fault of the recipient or its personnel;

  4. Which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality;
  5. By us if required as part of a bona fide sale of our business (assets or shares, whether in whole or in part) to a third party, provided we enter into a confidentiality agreement with the third party on terms no less restrictive than this clause 10.

10.3 Notification

Where a party is required by law to disclose or use any Confidential Information of the other party, it must:

  1. Promptly, and prior to disclosure, give written notice to the other party to enable the other party to seek a protective order or other remedy;
  2. Where the Confidential Information is disclosed, use all reasonable endeavours to obtain assurances from the recipient that the Confidential Information will be treated as confidential.
11. Warranties

11.1 Mutual Warranties

Each party warrants that it has full power and authority to enter into and perform its obligations under these Terms.

11.2 No Implied Warranties
To the maximum extent permitted by law:

Our warranties are limited to those set out in these Terms, and all other conditions, guarantees, or warranties (whether expressed or implied by statute or otherwise, including under the Sale of Goods Act 1908) are expressly excluded. To the extent they cannot be excluded, our liability is limited to NZ$500.00;

  1.  
  2. We make no representation concerning the quality of the Services and do not promise that the Koru SaaS Service will:

  3. Meet your (or any other person’s) requirements or be suitable for a particular purpose;

  4. Fulfil or meet any statutory role or responsibility you have;

iii. Ensure compliance with any deadline, criteria for assessment, or legal requirement;

  1. Be secure, free of viruses or other harmful code, uninterrupted, or error-free.

11.3 Consumer Guarantees Act

You agree and represent that you are acquiring the Services for the purpose of a business and that the Consumer Guarantees Act 1993 does not apply to the supply of the Services or these Terms, except where required by law.

11.4 Limitation of Remedies
Where legislation or rule of law implies a condition or warranty that cannot be excluded or modified, the condition or warranty is included in these Terms. Our liability for any breach of that condition or warranty is limited, at our option, to:

  1. Supplying the Services again; or
  2. Paying the costs of having the Services supplied again.
12. Liability

12.1 Maximum Liability

Our maximum aggregate liability under or in connection with these Terms or the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, must not in any Year exceed an amount equal to the Fees paid by you in the previous Year (which in the first Year is deemed to be the total Fees paid from the Start Date to the date of the first event giving rise to liability). This cap includes the cap in clause 11.2a.

12.2 Unrecoverable Loss

  1. Neither party is liable to the other under or in connection with these Terms or the Services for any:

  2. Loss of profit, revenue, savings, business, use, and/or goodwill;

  3. Consequential, indirect, incidental, or special damage or loss of any kind.
  4. We will not be liable for any loss of Data (including Data).

12.3 Koru SaaS Unlimited Liability

Clauses 12.1 and 12.2 do not apply to limit our liability for:

  1. Personal injury or death;

  2. Fraud or wilful misconduct;
  3. A breach of clause 10 (Confidentiality).

12.4 Client Unlimited Liability

Clause 12.2a does not apply to limit your liability:

  1. To pay the Fees;
  2. For breach of clause 6;
  3. Under the indemnities in clause 7.8;
  4. For those matters stated in clauses 12.3a to 12.3c.

12.5 No Liability for Other’s Failure

Neither party will be responsible, liable, or held to be in breach of these Terms for any failure to perform its obligations to the extent caused by the other party’s failure to comply with its obligations or by the negligence or misconduct of the other party or its personnel.

12.6 Mitigation
Each party must take reasonable steps to mitigate any loss or damage, cost, or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with these Terms.

13. Term, Termination, and Suspension

13.1 Duration
Unless terminated under clause 8.4 or this clause 13, your right to access and use the Services:

  1. Starts on the Start Date and continues for the Initial Term;

  2. On expiry of the Initial Term, continues for further terms of 5 years unless:

  3. You give 1 month’s notice that your right to access and use the Services will terminate on the expiry of the Initial Term or the notice; or
  4. We give 1 month’s notice that your right to access and use the Services will terminate on the expiry of the Initial Term or the notice.

13.2 Termination During Initial Term

You may terminate your right to access and use the Services during the Initial Term by giving us 1 month’s notice, provided that:

  1. We will not refund or credit any Fees paid in advance;
  2. You must pay us the remainder of the Fees for the Initial Term.

13.3 Other Termination Rights

Either party may, by notice to the other party, immediately terminate your right to access and use the Services if the other party:

  1. Breaches any material provision of these Terms and the breach is not:

  2. Remedied within 10 days of receiving a notice requiring remedy; or

  3. Capable of being remedied;

  4. Becomes insolvent, liquidated, bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason;
  5. Is unable to perform a material obligation under these Terms for 30 days or more due to Force Majeure.

13.4 Termination by You

  1. You may cancel monthly Services with 30 days’ notice.
  2. Project contracts may only be cancelled before commencement, unless mutually agreed in writing.

13.5 Termination by Koru SaaS

We may suspend or terminate your access if:

  1. You breach these Terms;

  2. You fail to pay Fees within 14 days of the due date;
  3. You misuse or abuse the system.

13.6 Consequences of Termination or Expiry

  1. Termination or expiry does not affect either party’s rights and obligations accrued before termination or expiry.

  2. On termination under clause 13.2, you must pay the amount under clause 13.2b.

  3. Except to the extent a party has ongoing rights to use Confidential Information, at the other party’s request following termination or expiry, a party must promptly return or destroy all Confidential Information of the other party in its possession or control.

  4. At any time prior to one month after the date of termination or expiry, you may:

  5. Download a copy of any readily available Data stored using the Koru SaaS Service;

  6. Request in writing a copy of any readily available Data, provided you pay our reasonable costs of providing that copy;

iii. Request deletion of the Data, in which case we must use reasonable efforts to delete that Data within 20 working days.

  1. We are not required to comply with clause 13.6d.i or 13.6d.ii if you previously requested deletion of the Data or if any request under clause 13.6d.ii is not in writing.

13.7 Obligations Continuing
Clauses intended to survive termination or expiry, including clauses 7.8, 9, 10, 12, 13.6, 13.7, and 14, continue in force.

13.8 Suspending Access
Without limiting any other right or remedy, we may restrict or suspend your access to the Koru SaaS Service where you (including any of your personnel):

  1. Undermine, or attempt to undermine, the security or integrity of the Koru SaaS Service or Underlying Systems;

  2. Use, or attempt to use, the Koru SaaS Service for improper purposes or in a manner that materially reduces operational performance;

  3. Have otherwise materially breached these Terms (in our reasonable opinion).

We must notify you of any restriction or suspension under this clause.

14. Disputes

14.1 Good Faith Negotiations
Before taking court action, a party must use best efforts to resolve any dispute under or in connection with these Terms or the Services through good faith negotiations.

14.2 Obligations Continue

Each party must, to the extent possible, continue to perform its obligations under these Terms during a dispute.

14.3 Right to Seek Relief

This clause 14 does not affect either party’s right to seek urgent interlocutory and/or injunctive relief.

15. General Provisions

15.1 Force Majeure

either party is liable for any failure to perform its obligations under these Terms to the extent caused by Force Majeure, provided the affected party:

  1. Immediately notifies the other party and provides full information about the Force Majeure;

  2. Uses best efforts to overcome the Force Majeure;
  3. Continues to perform its obligations to the extent practicable.

15.2 Rights of Third Parties

No person other than you and us has any right to a benefit under, or to enforce, these Terms.

15.3 Waiver

To waive a right under these Terms, the waiver must be in writing and signed by the waiving party.

15.4 Independent Contractor

Subject to clause 7.2a, we are an independent contractor, and no other relationship (e.g., joint venture, agency, trust, or partnership) exists under these Terms.

15.5 Notices

  1. If we need to contact you, we may do so by email or by posting a notice on the Website. You agree that this satisfies all legal requirements for written communications.
  2. A notice given by you to us must be sent by email to info@korusaas.nz or as otherwise notified by us.

15.6 Severability

Any illegality, unenforceability, or invalidity of a provision of these Terms does not affect the legality, enforceability, or validity of the remaining provisions.

15.7 Variation

Except as otherwise permitted under these Terms, any variation must be in writing and signed by both parties.

15.8 Entire Agreement

These Terms set out everything agreed by the parties relating to the Services and supersede anything discussed, exchanged, or agreed prior to the Start Date. The parties have not relied on any representation, warranty, or agreement not expressly set out in these Terms. Sections 9, 12A, and 13 of the Fair Trading Act 1986 do not apply to these Terms or the supply of the Services.

15.9 Subcontracting and Assignment

  1. You may not assign, novate, subcontract, or transfer any right or obligation under these Terms without our prior written consent, which will not be unreasonably withheld. You remain liable for your obligations despite any approved assignment, subcontracting, or transfer. Any assignment, novation, subcontracting, or transfer must be in writing.
  2. A change of control affecting you is deemed an assignment requiring our prior written consent. Change of control means any transfer of shares or other arrangement affecting you or any member of your group, resulting in a change in your effective control.

15.10 Law

These Terms are governed by, and must be interpreted in accordance with, the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the courts of New Zealand in relation to any dispute connected with these Terms.

16. Koruforms Disclaimer

You must personally review the auto-filled data to ensure it has been uploaded correctly. You submit web forms to the relevant authority at your own responsibility. We cannot take responsibility for incorrect data submitted to any authority.

17. Contact Details

Koru SaaS Limited
796 East Coast Road, Oteha, Auckland 0630, New Zealand
Email: info@korusaas.nz

Website: www.korusaas.nz

By signing up for or accessing our Services, you agree to these Terms and Conditions in full.

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