BACKBONE BUSINESS SYSTEMS
Terms and Conditions of Service
Last Updated: December 19, 2025
Table of Contents
These Terms and Conditions ("Terms", "Agreement") govern your use of the BackBone Business Systems Ltd ("BackBone", "we", "us", or "our") software-as-a-service automation platform and related services (collectively, the "Services").
By accessing or using our Services, you ("Client", "you", or "your") agree to be bound by these Terms. If you do not agree to these Terms, you may not use our Services.
Please read these Terms carefully, particularly Section 4 regarding our 12-month commitment and early termination provisions.
1. DEFINITIONS
"Services" means the software-as-a-service automation platform, including but not limited to CRM systems, AI automation tools, workflow automation, appointment scheduling, marketing automation, and related services provided by BackBone.
"Subscription Term" means the initial 12-month period commencing on the Service Start Date, and any subsequent renewal periods.
"Service Start Date" means the date on which BackBone provides you with access to the Services.
"Subscription Fees" means the monthly or annual fees payable by you for access to the Services as specified in your Order Form or invoice.
"Early Termination Fee" means the $300.00 NZD buyout fee payable if you terminate this Agreement before the end of the Minimum Term.
"Minimum Term" means the initial 12-month period that you commit to using the Services.
2. SERVICE SUBSCRIPTION AND TERM
2.1 BackBone grants you a non-exclusive, non-transferable right to access and use the Services during the Subscription Term, subject to the terms of this Agreement.
2.2 The initial Subscription Term begins on the Service Start Date and continues for twelve (12) months ("Minimum Term").
IMPORTANT: By subscribing to our Services, you acknowledge and agree that you are committing to the full 12-month Minimum Term. Early termination is subject to the provisions in Section 4.
2.3 After the Minimum Term, this Agreement will automatically renew for successive 12-month periods unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.
3. FEES AND PAYMENT
3.1 You agree to pay the Subscription Fees as specified in your Order Form or invoice.
3.2 Subscription Fees are payable monthly or annually in advance via direct debit, credit card, or other agreed payment method.
3.3 All fees are quoted and payable in New Zealand Dollars (NZD) and are exclusive of GST unless otherwise stated.
3.4 If any payment is not received by the due date, BackBone may:
Charge interest on overdue amounts at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower
Suspend access to the Services until payment is received in full
Engage debt collection services, with all associated costs added to the outstanding balance
Terminate this Agreement in accordance with Section 6
3.5 You are responsible for ensuring your payment method remains valid and has sufficient funds.
4. EARLY TERMINATION AND BUYOUT FEE
IMPORTANT NOTICE:
You may terminate this Agreement during the Minimum Term only by:
Providing BackBone with thirty (30) days written notice of termination; AND
Paying the Early Termination Fee of $300.00 NZD
4.1 The Early Termination Fee of $300.00 NZD is a genuine pre-estimate of BackBone's losses incurred due to early termination, including but not limited to: setup costs, onboarding time, system configuration, administrative costs, and loss of anticipated revenue.
4.2 The Early Termination Fee must be paid in full before termination becomes effective.
4.3 After the Minimum Term ends, either party may terminate this Agreement by providing thirty (30) days written notice, without incurring the Early Termination Fee.
4.4 Exemptions: Termination for the following reasons does NOT require payment of the Early Termination Fee:
Material breach by BackBone that remains uncured for thirty (30) days after written notice
BackBone ceases to operate or becomes insolvent
Permanent medical incapacity preventing you from operating your business (medical certificate required)
You terminate within thirty (30) days of receiving notice of a fee increase (as per Section 12.3)
5. TERMINATION BY BACKBONE
5.1 BackBone may terminate this Agreement immediately by written notice if:
You fail to pay any amount due under this Agreement within fourteen (14) days of the due date
You breach any material term of this Agreement and fail to remedy the breach within fourteen (14) days of receiving written notice
You use the Services for any illegal, fraudulent, or unauthorized purpose
Your actions threaten the security, integrity, or availability of the Services
5.2 If BackBone terminates this Agreement due to your breach, you remain liable for all outstanding fees and charges, including the Early Termination Fee if termination occurs during the Minimum Term.
6. USE OF SERVICES
6.1 You agree to:
Use the Services only for lawful business purposes
Not share login credentials with unauthorized users
Maintain the confidentiality of account passwords and access credentials
Not attempt to reverse engineer, decompile, or access the source code of the Services
Not use the Services in any manner that could damage, disable, or impair BackBone's systems
Comply with all applicable laws and regulations in connection with use of the Services
7. DATA AND PRIVACY
7.1 You retain all ownership rights to your business data entered into the Services ("Client Data").
7.2 BackBone will handle Client Data in accordance with the Privacy Act 2020 and our Privacy Policy, which can be found at www.backbonebusinesses.com/privacy.
7.3 You grant BackBone a limited license to use, store, and process Client Data solely for the purpose of providing the Services.
7.4 Upon termination of this Agreement, you may request an export of your Client Data within thirty (30) days. After this period, BackBone may delete Client Data in accordance with its data retention policies.
7.5 BackBone implements commercially reasonable security measures to protect Client Data but cannot guarantee absolute security.
8. INTELLECTUAL PROPERTY
8.1 BackBone retains all ownership rights, title, and interest in and to the Services, including all related intellectual property rights.
8.2 This Agreement does not transfer any ownership rights to you. You receive only a limited license to use the Services as set forth herein.
8.3 You may not copy, modify, distribute, sell, or lease any part of the Services.
9. WARRANTIES AND DISCLAIMERS
9.1 BackBone warrants that the Services will be provided with reasonable skill and care.
9.2 BackBone aims to provide 99% uptime but does not guarantee uninterrupted or error-free service.
9.3 EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, BACKBONE PROVIDES THE SERVICES "AS IS" AND MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
10. LIMITATION OF LIABILITY
10.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW:
BackBone will not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, revenue, or business opportunity
BackBone's total aggregate liability under this Agreement shall not exceed the total fees paid by you to BackBone in the twelve (12) months immediately preceding the event giving rise to the claim
BackBone is not liable for any loss or damage caused by your failure to comply with this Agreement, misuse of the Services, or factors beyond BackBone's reasonable control
10.2 Nothing in this Agreement excludes or limits BackBone's liability for fraud, gross negligence, or liability that cannot be excluded under New Zealand law.
11. SUPPORT AND MAINTENANCE
11.1 BackBone will provide reasonable technical support during New Zealand business hours (Monday-Friday, 9:00 AM - 5:00 PM NZST).
11.2 Support requests should be submitted via email at [email protected] or through the support portal.
11.3 BackBone may perform scheduled maintenance with reasonable notice to you. Emergency maintenance may be performed with minimal notice.
12. CHANGES TO SERVICES AND FEES
12.1 BackBone may modify, update, or discontinue features of the Services at any time, provided that such changes do not materially reduce the overall functionality of the Services.
12.2 BackBone may increase Subscription Fees upon renewal by providing at least sixty (60) days written notice.
12.3 If you do not agree to a fee increase, you may terminate this Agreement by providing written notice within thirty (30) days of receiving notice of the increase, without incurring the Early Termination Fee.
13. GENERAL PROVISIONS
13.1 Governing Law: This Agreement is governed by the laws of New Zealand.
13.2 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings.
13.3 Amendments: BackBone may amend these Terms by providing thirty (30) days written notice. Continued use of the Services after the notice period constitutes acceptance of the amendments.
13.4 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
13.5 Assignment: You may not assign or transfer this Agreement without BackBone's prior written consent. BackBone may assign this Agreement to any successor or affiliate.
13.6 Notices: All notices must be in writing and sent to the contact details provided by each party.
13.7 Force Majeure: Neither party will be liable for delays or failures in performance resulting from causes beyond their reasonable control.
14. FAIR TRADING ACT COMPLIANCE
14.1 BackBone acknowledges that this Agreement is subject to the Fair Trading Act 1986 and the Consumer Guarantees Act 1993 where applicable.
14.2 Nothing in this Agreement is intended to exclude, restrict, or modify any consumer rights or remedies that cannot be excluded under New Zealand law.
CONTACT INFORMATION
BackBone Business Systems Ltd
Email: [email protected]
Website: www.backbonebusinesses.com
New Zealand
© 2025 BackBone Business Systems Ltd. All rights reserved.
These Terms and Conditions were last updated on December 19, 2025
