TERMS AND CONDITIONS

BackBone Business Systems Limited

Effective Date: October 6, 2025
Last Updated: October 6, 2025
Version: 1.0

1. PARTIES AND INTERPRETATION

1.1 Parties

These Terms and Conditions ("Agreement") constitute a legally binding agreement between:

BACKBONE BUSINESS SYSTEMS LIMITED (Company Number: [9377171], NZBN: 9429053183491), a New Zealand limited liability company with its registered office at [Insert Address] ("BackBone", "Company", "we", "us", "our")

AND

The individual or entity agreeing to these terms ("Client", "you", "your").

1.2 Definitions

In this Agreement, unless the context otherwise requires:

• "Services" means the marketing automation software, CRM system, lead generation services, and related support provided by BackBone.
  
  

• "Platform" means the BackBone software system, including all features, integrations, and updates.
  
  

• "Subscription Period" means the period for which the Client has paid for Services.
  
  

• "Confidential Information" means any proprietary or confidential information disclosed by either party (including trade secrets, know-how, pricing, business plans, and non-public technical information).
  
  

• "Data" means all information, content, and materials uploaded or entered into the Platform by the Client.
  
  

• "Third-Party Services" means external services integrated with the Platform (for example, Twilio, Stripe, Google).
  
  

• "Business Day": Monday–Friday, excluding New Zealand public holidays.
  
  

• "Consumer": an individual acquiring Services primarily for personal, domestic or household purposes (not in trade).
  
  

• "In trade": acquiring Services for the purposes of a business or commercial activity.
  
  

• "Uptime": Platform accessibility measured in accordance with the SLA addendum, excluding scheduled maintenance and permitted downtime.
  
  

• "GST": Goods and Services Tax under the Goods and Services Tax Act 1985.
  
  

1.3 Interpretation

• Headings are for convenience only and do not affect interpretation.
  
  

• References to legislation include amendments and replacements.
  
  

• "Including" means "including without limitation".
  
  

• All amounts are in New Zealand Dollars (NZD) unless specified otherwise.
  
  

2. ACCEPTANCE AND MODIFICATIONS

2.1 Acceptance

By clicking “I Agree”, signing up for Services, or using the Platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

2.2 Authority

You warrant that you have the legal capacity and authority to enter into this Agreement on behalf of yourself or the entity you represent.

2.3 Modifications

BackBone reserves the right to modify these Terms at any time. We will provide at least 30 days’ notice of material changes via email or Platform notification. Continued use after modifications constitutes acceptance of the modified Terms.

3. SERVICES PROVIDED

3.1 Service Description

BackBone provides:

• Cloud-based CRM and marketing automation software;
  
  

• Lead generation and management tools;
  
  

• Automated communication systems (SMS, email);
  
  

• Appointment scheduling and calendar management;
  
  

• Review collection and reputation management;
  
  

• Analytics and reporting features;
  
  

• Training and onboarding support;
  
  

• Ongoing technical support as per the selected plan.
  
  

3.2 Service Levels

Service availability and support response times vary by subscription tier and are described in the SLA Addendum. Availability figures in this Agreement are targets only unless a separate SLA is executed.

3.3 Service Modifications

BackBone may:

• Add, modify, or remove features at any time;
  
  

• Perform scheduled maintenance with 48 hours’ notice;
  
  

• Conduct emergency maintenance without notice when necessary.
  
  

4. CLIENT OBLIGATIONS

4.1 General Obligations

The Client agrees to:

• Provide accurate and complete registration information;
  
  

• Maintain the confidentiality of account credentials and promptly notify BackBone of any suspected unauthorized access;
  
  

• Use the Services in compliance with all applicable laws;
  
  

• Not use the Services for illegal, harmful, or fraudulent purposes;
  
  

• Promptly notify BackBone of any unauthorized access or security incidents concerning their account.
  
  

4.2 Acceptable Use Policy — Electronic Messages & General Use

The Client shall NOT:

• Violate any laws or regulations, including the Unsolicited Electronic Messages Act 2007 and the Privacy Act 2020;
  
  

• Send spam or unsolicited communications;
  
  

• Transmit viruses, malware, or harmful code;
  
  

• Attempt to gain unauthorized access to any systems;
  
  

• Interfere with or disrupt the Platform’s operation;
  
  

• Resell or redistribute Services without BackBone’s prior written consent;
  
  

• Use the Services to compete with BackBone;
  
  

• Violate third-party intellectual property rights;
  
  

• Engage in activities that damage BackBone’s reputation.
  
  

Acceptable Use — Electronic Messages (specific obligations)

• The Client warrants that all commercial electronic messages sent through the Platform comply with applicable anti-spam and privacy laws.
  
  

• The Client must maintain and provide on request documented evidence of recipient consent (express or permitted inferred consent), include a working and clearly labelled unsubscribe mechanism in every message, and maintain suppression lists to prevent further sending to unsubscribed or blocked recipients.
  
  

• The Client indemnifies BackBone for any claims, fines, penalties, liabilities and costs arising from the Client’s non-compliance with anti-spam laws or the improper use of BackBone’s messaging facilities.
  
  

• BackBone may suspend or terminate messaging services where it reasonably suspects unlawful or non-compliant activity.
  
  

4.3 Content Responsibility

• The Client retains ownership of all Data.
  
  

• The Client is solely responsible for the accuracy, legality, and reliability of its Data and content.
  
  

• BackBone is not responsible for Client Data or content except as expressly provided in this Agreement.
  
  

• The Client grants BackBone a non-exclusive, revocable license to use Data solely to provide the Services and to comply with legal obligations.
  
  

• BackBone may use aggregated, anonymized data for product improvement and analytics in a way that does not identify individual Clients or individuals.
  
  

5. FEES AND PAYMENT

5.1 Subscription Fees

• Fees are based on the selected subscription plan and are exclusive of GST unless stated otherwise.
  
  

• GST at the applicable rate will be added to invoices where required by New Zealand law.
  
  

5.2 Payment Terms

• Subscriptions are billed in advance on a monthly or annual basis as selected at purchase.
  
  

• Payment is due upon receipt of invoice.
  
  

• Annual subscriptions receive a 20% discount (as advertised at the time of sale).
  
  

• All payments are non-refundable except as required by law or as expressly set out in this Agreement.
  
  

5.3 Payment Methods

• Accepted methods: Credit card, debit card, direct debit, bank transfer, and other methods made available on the Platform.
  
  

• Automatic payment authorization is required to maintain subscription continuity.
  
  

• The Client must maintain valid payment information.
  
  

5.4 Late Payment

• Late payments may incur interest at 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is lower.
  
  

• Services may be suspended after 7 days of non-payment and may be terminated after 30 days of non-payment.
  
  

• BackBone reserves the right to engage debt collection services; the Client will be liable for reasonable collection costs and legal fees to the extent permitted by law.
  
  

• If the Client is a consumer (personal/domestic use), statutory protections and limits may apply and the above interest and collection practices will be applied only to the extent permitted by law.
  
  

5.5 Price Changes

• BackBone may increase prices with at least 60 days’ notice.
  
  

• Existing clients’ prices are locked for the current subscription period.
  
  

• Promotional pricing expires at the end of the promotional period identified at purchase.
  
  

6. INTELLECTUAL PROPERTY

6.1 BackBone Intellectual Property

• BackBone retains all rights, title and interest in and to the Platform, software, documentation, methodologies, trademarks and all related intellectual property.
  
  

• Clients receive a limited, non-exclusive, non-transferable license to use the Platform during the Subscription Period, solely to the extent necessary to use the Services.
  
  

• Clients receive no rights to BackBone’s trademarks, logos, or proprietary information except as expressly provided.
  
  

6.2 Client Intellectual Property

• The Client retains all rights to their Data and content.
  
  

• The Client grants BackBone a non-exclusive license to use Data to provide the Services and as otherwise expressly permitted in this Agreement.
  
  

• BackBone may use aggregated, anonymized data for product improvement and analytics, provided such use does not identify the Client or any individual.
  
  

6.3 Feedback

Any suggestions, feedback, enhancement requests or improvements provided by the Client may be used by BackBone without compensation to the Client, and all intellectual property in such feedback will vest in BackBone.

7. PRIVACY AND DATA PROTECTION

7.1 Privacy Act 2020 Compliance

BackBone complies with the Privacy Act 2020 and its Information Privacy Principles. We collect, use, store and disclose personal information only for lawful purposes, and inform individuals of collection purposes and intended recipients where practicable. Individuals have rights to access and correct their personal information.

7.2 Data Processing

• BackBone acts as a data processor for the Client’s customer information and the Client remains the data controller with primary compliance obligations in respect of its customers and data subjects.
  
  

• BackBone will process personal data only on the Client’s documented instructions and for the purposes set out in this Agreement.
  
  

7.3 Data Security

• BackBone implements and maintains reasonable technical and organisational measures to protect Data, including encryption in transit (e.g., TLS 1.2+ or equivalent) and encryption at rest (e.g., AES-256 or equivalent), access controls, authentication measures, regular security assessments, and staff confidentiality obligations.
  
  

• Specific security measures may be updated from time to time; BackBone will use reasonable efforts to notify Clients of material changes.
  
  

7.4 Data Breach Notification

• If BackBone becomes aware of a privacy breach that has caused, or is likely to cause, serious harm to an individual, BackBone will notify the Client and the Office of the Privacy Commissioner as soon as is reasonably practicable. As a guideline, BackBone will aim to notify the Commissioner within 72 hours of becoming aware of a notifiable breach where practicable, but this timeframe is a target only and may vary according to the circumstances.
  
  

• The notification will, to the extent reasonably known at the time, describe the nature of the breach, the categories of personal information affected, likely consequences, measures taken or proposed to mitigate the breach, and contact details for further inquiries.
  
  

• The Client remains responsible for any statutory notification obligations to its own customers or data subjects, but BackBone will reasonably cooperate and provide information necessary for the Client to comply.
  
  

• Nothing in this clause limits either party’s obligation to take immediate remedial action following a breach.
  
  

7.5 Data Location and Transfer

• Primary data storage is in the Australia/New Zealand region. Any international transfers will comply with the Privacy Act 2020 and applicable laws.
  
  

• Client Data will not be transferred outside agreed jurisdictions without the Client’s prior consent, except as required to provide the Services and to comply with legal obligations.
  
  

8. CONFIDENTIALITY

8.1 Confidentiality Obligations

Each party agrees to:

• Keep all Confidential Information strictly confidential;
  
  

• Use Confidential Information only for the purposes of performing rights and obligations under this Agreement;
  
  

• Not disclose Confidential Information to any third party except to permitted employees, contractors or advisors who need to know and who are bound by confidentiality obligations no less protective than this Agreement;
  
  

• Protect Confidential Information with at least the same degree of care that it applies to its own confidential information.
  
  

8.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach of this Agreement;
  
  

• Was rightfully known before disclosure by the disclosing party;
  
  

• Is independently developed without reference to the Confidential Information;
  
  

• Must be disclosed by law or court order (provided the disclosing party gives prior notice to the other party where legally permitted).
  
  

8.3 Duration

Confidentiality obligations survive termination for five (5) years, except that trade secrets or Confidential Information which by their nature ought to survive indefinitely (including commercially sensitive technical information) shall be kept confidential for as long as they remain trade secrets.

9. WARRANTIES AND DISCLAIMERS

9.1 BackBone Warranties

BackBone warrants that:

• Services will be provided with reasonable care and skill;
  
  

• Services will materially conform to documented specifications where applicable;
  
  

• BackBone has the right to provide the Services.
  
  

9.2 Disclaimers

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT:

• SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE";
  
  

• NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE GIVEN;
  
  

• NO GUARANTEE OF UNINTERRUPTED OR ERROR-FREE SERVICE IS PROVIDED, UNLESS EXPRESSLY SET OUT IN A SEPARATE SLA;
  
  

• NO WARRANTY IS GIVEN REGARDING BUSINESS RESULTS OR REVENUE GENERATION;
  
  

• NO WARRANTY IS GIVEN FOR THIRD-PARTY SERVICES OR INTEGRATIONS.
  
  

9.3 Consumer Guarantees Act 1993

• Where the Client acquires Services in trade (for business or commercial use), the parties agree that the Consumer Guarantees Act 1993 does not apply to the supply of Services under this Agreement to the extent permitted by law.
  
  

• If the Client is a consumer acquiring Services primarily for personal, domestic or household use, the CGA applies and nothing in this Agreement seeks to limit or exclude those statutory rights which cannot lawfully be excluded. The Client should seek independent legal advice if unsure whether they are dealing in trade.
  
  

10. LIMITATION OF LIABILITY

10.1 Liability Cap

Subject to clause 10.3 (Exceptions) and to the extent permitted by law, BackBone’s aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, is limited to the lesser of:
(a) the total fees paid by the Client to BackBone under this Agreement in the 12 months immediately preceding the event giving rise to the claim; and
(b) NZD 250,000.
For clarity, this cap is reduced to the total fees paid where the Client is a consumer acquiring services for personal/domestic use.

10.2 Excluded Losses

Neither party shall be liable for any indirect, incidental, special, exemplary, punitive or consequential damages, including but not limited to loss of profits, revenue, business opportunity, data, use, or anticipated savings, or damage to reputation or goodwill, except to the extent such losses cannot be excluded by law.

10.3 Exceptions

The limitations and exclusions in this clause do not apply to liability arising from:

• Breaches of confidentiality obligations;
  
  

• Intellectual property infringement by BackBone;
  
  

• Gross negligence or wilful misconduct;
  
  

• Death or personal injury caused by negligence;
  
  

• Any other liability which cannot be limited or excluded under applicable law.
  
  

10.4 Fair Trading Act 1986

Nothing in this Agreement excludes or limits rights under the Fair Trading Act 1986 that cannot be excluded by law.

11. INDEMNIFICATION

11.1 Client Indemnification

The Client indemnifies and holds harmless BackBone, its officers, employees and agents from and against all claims, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with:

• The Client’s breach of this Agreement;
  
  

• The Client’s use of the Services (including messaging and campaigns);
  
  

• Client Data or content;
  
  

• Violation of laws or third-party rights by the Client or its users;
  
  

• Acts or omissions of the Client’s users.
  
  

11.2 BackBone Indemnification

BackBone will indemnify and hold harmless the Client from and against third-party claims that the Platform, as provided by BackBone and excluding any Client modifications or Third-Party Services, infringes a third party’s registered intellectual property rights, provided that the Client: (a) promptly notifies BackBone in writing of the claim; (b) allows BackBone sole control of the defence and settlement of the claim (subject to clause 11.3); and (c) provides reasonable cooperation.

11.3 Indemnification Process

(a) The indemnified party will promptly notify the indemnifying party in writing of any claim for which indemnity is sought. Failure to promptly notify shall not relieve the indemnifier except to the extent the delay materially prejudices the indemnifier.
(b) The indemnifying party may, at its cost and subject to paragraph (d), assume conduct of the defence and settlement of the claim with counsel of its choice. The indemnified party may, at its cost, participate in the defence with counsel of its choice.
(c) The indemnifying party will not settle any claim in a manner that admits liability or imposes obligations on the indemnified party, or requires the indemnified party to pay money, without the indemnified party’s prior written consent (not to be unreasonably withheld).
(d) The indemnified party will provide reasonable cooperation and assistance to the indemnifying party in the defence of any claim.

12. TERM AND TERMINATION

12.1 Term

This Agreement commences upon acceptance and continues until terminated in accordance with this Agreement.

12.2 Termination for Convenience

• Monthly subscriptions: the Client may terminate by giving 30 days’ written notice;
  
  

• Annual subscriptions: non-refundable; termination takes effect at the end of the current paid period unless otherwise agreed;
  
  

• Enterprise agreements: termination terms as specified in separate written agreements.
  
  

12.3 Termination for Cause

Either party may terminate immediately by written notice if the other party:

• Materially breaches this Agreement and fails to cure the breach within 14 days of written notice;
  
  

• Becomes insolvent, bankrupt, or enters administration;
  
  

• Ceases business operations.
  
  

12.4 BackBone Termination Rights

BackBone may terminate or suspend Services immediately if the Client:

• Violates the Acceptable Use Policy;
  
  

• Fails to pay fees when due;
  
  

• Engages in fraudulent or illegal activities;
  
  

• Damages BackBone’s reputation.
  
  

12.5 Effect of Termination

Upon termination:

• Access to the Platform ceases immediately (unless otherwise agreed);
  
  

• The Client must pay all outstanding fees and any unpaid pro rata fees for the remainder of any notice period;
  
  

• Data export and deletion: The Client may request export of its Data in a commonly-used machine-readable format (for example CSV, JSON or as agreed) within 30 days of termination. BackBone will make reasonable efforts to assist with export and may charge a reasonable assistance fee where extensive support is required. After the 30-day export period, BackBone will securely delete Client Data from production systems within 90 days, except to the extent BackBone reasonably requires retention for legal, tax or regulatory reasons (in which case BackBone will notify the Client and retain only the minimum data necessary). Backup copies may take longer to be deleted, and BackBone will retain backups only for recovery or legal compliance purposes.
  
  

12.6 Surviving Provisions

The following provisions survive termination: payment obligations; intellectual property rights; confidentiality; limitation of liability; indemnification; dispute resolution; and other clauses that by their nature survive.

13. DISPUTE RESOLUTION

13.1 Good Faith Resolution

Parties shall first attempt to resolve disputes through good faith negotiations between senior representatives.

13.2 Mediation

If not resolved within 30 days of referral to senior representatives, disputes shall be submitted to mediation under the AMINZ Mediation Rules (or such other mediation body agreed by the parties).

13.3 Arbitration

Except where a party seeks urgent injunctive or equitable relief from a court (including relief under clause 13.4), any dispute, controversy or claim arising out of or in connection with this Agreement that the parties have not resolved within 30 days of referral to mediation shall be submitted to final and binding arbitration under the Arbitration Act 1996. The arbitration shall be conducted by a sole arbitrator agreed by the parties, or if the parties cannot agree within 14 days, appointed by AMINZ. The seat of arbitration shall be Wellington, New Zealand. The decision of the arbitrator shall be final and binding on the parties.

13.4 Exceptions / Urgent Relief

Either party may seek immediate injunctive or other urgent relief from the New Zealand courts for matters including intellectual property infringement, breach of confidentiality, or to preserve the status quo pending arbitration.

14. GENERAL PROVISIONS

14.1 Governing Law and Jurisdiction

This Agreement is governed by the laws of New Zealand. Subject to clause 13.3 (Arbitration), the parties submit to the non-exclusive jurisdiction of the New Zealand courts for the purposes of seeking interim or injunctive relief or other matters the arbitrator may not be able to determine.

14.2 Entire Agreement

This Agreement (together with any executed order forms, exhibits, and the SLA Addendum where applicable) constitutes the entire agreement between the parties and supersedes all prior agreements, representations, and understandings.

14.3 Severability

If any provision is invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable and the remaining provisions shall remain in full force.

14.4 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, pandemic, war, governmental acts, internet or telecommunications failures, labour disputes or cyber incidents affecting third-party infrastructure (where the affected party has taken reasonable steps to mitigate such risks).

14.5 Assignment

• The Client may not assign this Agreement (or any rights or obligations) without BackBone’s prior written consent (not to be unreasonably withheld for business customers).
  
  

• BackBone may assign this Agreement to any successor or affiliate or upon sale of all or substantially all of its assets.
  
  

14.6 Waiver

No waiver is effective unless in writing and signed by the waiving party. A waiver of one breach does not waive subsequent breaches.

14.7 Relationship

The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.

14.8 Notices

Notices must be in writing and sent to the email addresses below or to the registered office. Notices are effective upon receipt or the next business day for email.

• BackBone: [email protected]
  
  

• Client: the email address on the Client’s account.
  
  

14.9 Export Compliance

The Client shall comply with all applicable export laws and regulations.

15. SPECIFIC SERVICE TERMS

15.1 SMS and Email Services

• The Client ensures all recipients have consented to receive marketing or transactional messages as required by applicable laws.
  
  

• The Client must maintain opt-out mechanisms and suppression lists and comply with the Unsolicited Electronic Messages Act 2007.
  
  

• BackBone is not liable for any Client non-compliance with messaging laws.
  
  

15.2 Payment Processing

• Payment processing is subject to third-party terms (for example, Stripe). The Client is responsible for PCI compliance in respect of payment data it controls. BackBone is not liable for payment processor outages or errors. Transaction fees may apply.
  
  

15.3 API Usage

• API access is subject to rate limits. Excessive use may result in throttling or suspension. API changes may occur with notice. No SLA is provided for API availability unless expressly agreed.
  
  

15.4 Training and Support

• Training and support are provided as per the selected subscription tier and the SLA Addendum. Support hours are Monday–Friday, 9am–5pm NZST, with emergency support available to Enterprise clients as set out in the SLA Addendum. Remote support is standard; onsite support only if expressly agreed.
  
  

16. FOUNDING MEMBER TERMS (if applicable)

16.1 Founding Member Benefits

Applicable only to designated Founding Members: locked rate of $99/month for as long as the Founding Member maintains an active subscription to the Founding plan; priority support access; input on feature development; Founding Member badge.

16.2 Founding Member Obligations

• Provide testimonial after 30 days;
  
  

• Participate in case studies and provide feedback;
  
  

• Maintain an active subscription.
  
  

16.3 Loss of Founding Status

Founding benefits will be lost if: the subscription lapses for more than 30 days, the Client commits a material breach of this Agreement, or the Client fails to meet Founding obligations.

17. CONSUMER PROTECTION

17.1 Cooling-Off Period

Consumers (non-business users) may cancel within five (5) business days of purchase for a full refund, provided the Services have not been materially used in a way that prevents a refund under applicable law.

17.2 Fair Trading

BackBone represents that material service descriptions are accurate and not misleading in accordance with the Fair Trading Act 1986.

17.3 Complaints

Complaints process:

1. Email: [email protected]
   
   

2. Response within 2 business days;
   
   

3. Resolution within 10 business days where practicable;
   
   

4. Escalation to management if unresolved.
   
   

18. SPECIAL CONDITIONS

18.1 Beta Features

Beta features are provided "as is" without warranties and may be discontinued at any time. Feedback and usage data for beta features may be used by BackBone without compensation.

18.2 Referral Program

Referral terms are separate from this Agreement. Referral payments are at BackBone’s discretion and may be subject to tax or withholding as required.

18.3 White Label Rights

White label options are available only to Enterprise clients under a separate white label agreement and may incur additional fees.

19. DEFINITIONS SCHEDULE

(See Definitions in clause 1.2.)

20. CONTACT INFORMATION

BACKBONE BUSINESS SYSTEMS LIMITED

Registered Office:
Wellington
New Zealand

Company Number: 9377171
NZBN: 9429053183491
GST Number: [To be inserted]

Email: [email protected]
Phone: 0212022404
Website: www.backbonebusinesses.com

Customer Support:
Email: [email protected]
Hours: Monday–Friday, 9am–5pm NZST

ACCEPTANCE

By using BackBone Business Systems’ Services, you acknowledge that:

1. You have read and understood these Terms and Conditions;
   
   

2. You agree to be bound by these Terms and Conditions;
   
   

3. You have the authority to enter into this Agreement;
   
   

4. You are at least 18 years of age;
   
   

5. If you are in trade, the Consumer Guarantees Act 1993 does not apply to your acquisition of Services to the extent permitted by law.
   
   

Last Updated: October 6, 2025
Version: 1.0

Note: This Agreement is a draft and does not constitute legal advice. You should have the final terms reviewed by qualified New Zealand legal counsel before publication.