Terms of Service

These Terms of Service (the "Agreement") set out the terms on which Kapsule Group Limited, a New Zealand company, NZBN 9429050450015, having its registered office in Christchurch, New Zealand ("Kapsule Cloud", "we", "us", "our"), provides cloud hosting, domain registration, email hosting, and related products and services (the "Services") to you ("you", "Customer", "your").

The Agreement incorporates by reference: the Acceptable Use Policy ("AUP"), Privacy Policy, Cookie Policy, Refund Policy, Service Level Agreement ("SLA"), Data Processing Agreement ("DPA"), the Sub-processors List, the Security Statement, and any product-specific or promotional terms presented to you at the point of purchase or in your customer panel at kpanel.kapsulecloud.com ("KPanel"). Each of these forms part of this Agreement.

Your electronic acceptance of this Agreement, your creation of an Account, or your use of any Service, whichever occurs first, signifies that you have read, understood, and agree to be bound by this Agreement. If you do not agree, do not access or use the Services.

The English language version of this Agreement is the only legally binding version. Any translation is provided for convenience only.

"Account" means your registered Kapsule Cloud account.

"Affiliate" means, in relation to a party, any entity that controls, is controlled by, or is under common control with that party.

"Kora" means our artificial intelligence customer support and platform assistant, currently built on Anthropic Claude.

"Beta Services" means any feature, product, or service identified as beta, preview, pilot, early access, alpha, experimental, or similar, whether or not formally labelled.

"Customer Content" means any data, code, files, websites, databases, emails, images, audio, video, configuration, or other material that you (or any person using the Account) upload to, store on, transmit through, or process using the Services.

"Fees" means the amounts payable for the Services, as set out on your order, in KPanel, or in any promotional terms accepted by you.

"Force Majeure Event" has the meaning given in clause 18.1.

"KPanel" means the customer control panel at kpanel.kapsulecloud.com.

"Personal Information" has the meaning given in the Privacy Act 2020.

"Plan" means the subscription tier or product you select, including Cloud Start, Cloud Pro, Cloud Scale, Cloud Power, domain registration, email hosting, and any future Plan or add-on.

"Registry" means the operator of a top-level domain ("TLD") for which you register a domain name through us.

"Sub-processor" means a third party we engage to process Personal Information on your behalf, as listed at kapsulecloud.com/legal/sub-processors.

"Trial" means any free, discounted, or promotional offer of the Services granted by us, including the 30-day free trial on the Cloud Start Plan.

Words importing the singular include the plural and vice versa. Headings are for convenience only and do not affect interpretation. References to a statute include any amendment to or replacement of it.

#2.1 You may only use the Services if you are at least 18 years old and have full legal capacity to enter a binding contract under the laws of New Zealand.

#2.2 If you are accepting this Agreement on behalf of an entity, you represent and warrant that you have the authority to bind that entity. References to "you" include both you personally and the entity, jointly and severally.

#2.3 You must not use the Services if you are prohibited from doing so by any applicable law or sanctions regime, or if you are located in, organised under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive trade sanctions imposed by New Zealand, the United Nations, the United States, the United Kingdom, the European Union, or Australia.

#2.4 We reserve the right, in our sole discretion, to refuse, limit, suspend, or terminate the Services to any person at any time, including where we have a reasonable suspicion of fraud, abuse, money laundering, sanctions breach, or breach of this Agreement.

#3.1 You must provide accurate, current, and complete information when creating the Account and must keep that information up to date at all times. We may suspend or terminate the Account if we discover that information you have provided is materially false, misleading, or out of date.

#3.2 You are responsible for all activity that occurs under the Account, whether or not authorised by you, except to the extent caused by our breach of this Agreement.

#3.3 You must keep your credentials secure and confidential. KPanel supports password-based sign-in, third-party OAuth (Google, GitHub, Apple), passkeys, and TOTP or SMS two-factor authentication ("2FA"). We may require 2FA for higher-risk actions (for example, billing changes, mass deletions, account transfers, domain transfers, email address changes, and account deletion). You are responsible for maintaining access to your enrolled authentication methods; if you lose access to all of them, contact [email protected] to initiate a manual identity verification process.

#3.4 You must notify us immediately at [email protected] if you suspect or become aware of any unauthorised access to the Account or any compromise of your credentials. You remain liable for activity occurring under the Account prior to such notification.

#3.5 You may not transfer the Account to any other person without our prior written consent. We may permit account transfers subject to verification of identity, settlement of outstanding Fees, and acceptance of this Agreement by the new account holder.

#3.6 Where you grant access to the Account to any other person (such as a contractor, employee, or co-administrator), you remain fully responsible for that person's acts and omissions as if they were your own.

#4.1 We will use commercially reasonable efforts to provide the Services in accordance with this Agreement, the SLA, and the Plan-specific limits set out at kapsulecloud.com/pricing or in your KPanel.

#4.2 Resource categories. Each Plan includes the following non-exhaustive resource categories, each subject to fair use and the AUP: Storage (solid-state disk storage per Plan, measured by total bytes stored including databases, mailboxes, files, and configuration; does not include our off-site disaster-recovery backups); Bandwidth (outbound and inbound network transfer per calendar month; "unmetered" means no hard byte cap but subject to fair use and AUP); CPU and memory (shared compute resources; we may throttle processes exceeding per-Plan limits to preserve quality of service); Inodes and file count (files and directories per Plan; excessive inode usage may be limited even where total storage is within allowance); Email sending (outbound mail volume, mailboxes, message size, and recipients per Plan); Databases (number of databases, size, query rate, and concurrent connections per Plan); Sites and domains (number of distinct websites, applications, and domains per Plan).

#4.3 If your usage materially exceeds your Plan limits, we may: (a) contact you to discuss upgrading; (b) automatically scale you to a higher Plan on reasonable notice where necessary to preserve service quality; (c) apply temporary technical limits, throttling, or queuing; (d) charge usage-based overage Fees if stated in your order or KPanel; or (e) where the excess is sustained, severe, or in breach of the AUP, suspend or terminate the Services under clause 13.

#4.4 Service modifications. We may add, change, deprecate, or remove features of the Services. Material adverse changes will be notified to you at least 30 days before they take effect, except where shorter notice is required by law, an upstream provider, or to address a security, legal, or operational risk.

#4.5 Beta Services. Any Beta Service is provided "AS IS" and "AS AVAILABLE", may be unstable, and may be modified or withdrawn at any time without notice. Beta Services are not subject to the SLA. Our liability in connection with a Beta Service is capped at $50 regardless of cause, except where liability cannot lawfully be limited.

#4.6 Third party software. Where the Services rely on third-party software or services (for example, CloudPanel, WordPress, Mailcow, or open-source applications you install), your use of that software is subject to the relevant provider's licence terms, and we are not responsible for any limitations, defects, or vulnerabilities introduced by that software.

#4.7 Fair Use Policy. Plans marketed as offering "unlimited" resources (such as Cloud Power and Email Business) are subject to the Fair Use Policy at /legal/fair-use, which sets out explicit thresholds (currently: 20 TB bandwidth, 500 GB storage, 500 active mailboxes per account) and a notification-first enforcement process. We will email you the day you cross a threshold; we do not throttle silently, bill retroactively, or suspend without notice. The Fair Use Policy is incorporated into this Agreement by reference.

#5.1 Reseller role. We provide domain name registration as reseller of Openprovider B.V. (the "Registrar"). Your registration is also subject to the Registrar's customer terms, ICANN policies where applicable, and the policies of the Registry for the relevant TLD ("Registry Policies"). Where there is a conflict between this Agreement and ICANN policy or a Registry Policy, the ICANN policy or Registry Policy prevails to the extent of the conflict.

#5.2 WHOIS accuracy. You must provide and maintain true, accurate, complete, and current contact information for each domain ("WHOIS Data"). It is a material breach of this Agreement to: (a) provide inaccurate or unreliable WHOIS Data; (b) fail to update WHOIS Data within seven days of any change; or (c) fail to respond within fifteen days to any inquiry from us, the Registrar, or the Registry regarding the accuracy of WHOIS Data.

#5.3 WHOIS privacy. Where you enable WHOIS privacy (free with all Plans), public WHOIS displays a privacy proxy contact instead of your personal contact information. Privacy services do not absolve you of the obligation to maintain accurate underlying WHOIS Data. We may disclose underlying WHOIS Data to law enforcement, courts, registries, or other parties with a legitimate legal interest.

#5.4 Registrant agreement and UDRP. By registering a domain you agree to be bound by: (a) the UDRP for generic TLDs; (b) any country-code dispute resolution policy applicable to the relevant ccTLD (for example, the Domain Name Commission's Dispute Resolution Service Policy for .nz domains); and (c) all Registry Policies for the relevant TLD.

#5.5 Domain lifecycle. Domain names have specific lifecycle stages including registration period, expiry, auto-renew grace period, redemption grace period (typically 30 days, with restoration fees), and pending delete. You are solely responsible for renewing the domain in time and for managing auto-renew settings in KPanel. We are not liable for any loss of a domain due to non-renewal, failed payment, expired payment method, or your failure to act within Registry-mandated periods.

#5.6 Automatic renewal. Domain names registered through us are set to automatic renewal by default. You may disable automatic renewal in KPanel. If renewal fails, we will email you and attempt to retry as set out in clause 7.

#5.7 Domain transfers. Transfer out: you may request a transfer to another registrar at any time, subject to ICANN and Registry rules; we will provide an authorisation code through KPanel. Transfer lock: we apply registrar transfer-lock by default on new registrations; you may unlock the domain in KPanel. Transfer in: you may transfer a domain into our service subject to the relevant Registry's transfer-in policies, an authorisation code from the losing registrar, and payment of the applicable transfer Fee.

#5.8 Refusal, cancellation, or lock by us. We, the Registrar, or the Registry may deny, cancel, transfer, modify, or place on registry-lock any domain name to comply with industry specifications, correct mistakes, recover non-payment, protect Registry integrity, comply with a court order or government request, comply with ICANN rules or Registry Policies, or where we have a reasonable suspicion of breach of this Agreement.

#5.9 Domain Fees non-refundable. Domain registration, renewal, transfer, and restoration Fees are non-refundable once the registration or other action has been submitted to the Registry, except where the action fails through no fault of yours.

#5.10 .nz domains. .nz domains are administered by the Domain Name Commission Limited. By registering a .nz domain you agree to the Domain Name Commission's policies, including the Dispute Resolution Service Policy and the New Zealand Open Source .nz Policies.

#6.1 Service description. We offer email hosting on platforms operated by us (Mailcow) and through third-party sub-processors. Mailbox quotas, mail send quotas, and message size limits are set per Plan and shown in KPanel.

#6.2 Sender reputation. You must: (a) configure SPF, DKIM, and DMARC records for any sending domain; (b) only send mail to recipients who have consented under the Unsolicited Electronic Messages Act 2007 or any other applicable law; (c) maintain a hard-bounce rate below 5% and a spam-complaint rate below 0.1% across any rolling seven-day period; (d) include a clear and functional unsubscribe mechanism in marketing email; and (e) not engage in any practice prohibited by the AUP.

#6.3 Suspension of email service. We may rate-limit, quarantine, suspend, or terminate email Services where we reasonably believe you have breached this clause or where your activity is harming the reputation of our shared IP space, with or without prior notice depending on severity.

#6.4 No archival guarantee. Unless your Plan explicitly includes mail archival, you are responsible for retaining and archiving your own email. Our retention of mail data is governed by the Privacy Policy and the SLA.

#7.1 Currency and taxes. Fees are stated and payable in New Zealand dollars (NZD) unless otherwise shown. Fees are exclusive of GST unless stated; GST will be added at the prevailing rate (currently 15%) where applicable. You are responsible for any other taxes, duties, or levies imposed in your jurisdiction.

#7.2 Payment method. You authorise us, and our payment processor (currently Stripe), to charge your nominated payment method for all Fees, including renewals, overages, taxes, and any other amounts due under this Agreement. You must keep at least one valid payment method on file at all times.

#7.3 Automatic renewal. Plans automatically renew at the end of each billing cycle at the then-current Plan price, unless cancelled in KPanel before the renewal date. We will email you a renewal reminder at least seven days before an annual renewal.

#7.4 Price changes. We may change Fees on at least thirty days' notice. New Fees apply from your next renewal. Where you have prepaid annually, the existing Fee applies for the remainder of the prepaid term.

#7.5 Price lock. The Fee applicable to your Plan at the time you subscribe is locked for the lifetime of your continuous subscription. Provided your subscription remains active and you do not change to a different Plan, we will not increase the Fee you pay, even if we increase Fees for new subscribers. The price lock is personal to your Account and does not transfer.

#7.6 Failed payment. If a charge fails, we will retry for up to fourteen days. After fourteen days of non-payment, we may suspend the Services. After thirty days of non-payment, we may terminate the Services and delete Customer Content as set out in clause 13.5.

#7.7 Disputes about charges. You must notify us of any disputed charge within sixty days of the invoice date. Charges not disputed within that period are deemed accepted.

#7.8 Chargebacks. If you have a billing concern, contact [email protected] before initiating a chargeback. Chargebacks for amounts properly owed, where there is no underlying billing error, may be treated as a material breach of this Agreement.

#7.9 Set-off. We may set off any amount you owe us against any credit or refund payable to you.

#7.10 Promotional pricing and free trials. Promotional or trial pricing is offered subject to the terms displayed at the point of purchase and may be limited to first-time customers, one per household or business, and subject to verification. We may refuse, withdraw, or claw back any promotional benefit obtained by fraud, multiple-account abuse, or breach of the promotion's terms.

#8.1 Cloud Start free trial. We offer a thirty-day free trial on the Cloud Start Plan to new eligible customers. No payment method is required to start the trial.

#8.2 Eligibility. The trial is limited to one per person, one per household, and one per business entity. We may refuse the trial to anyone we reasonably believe has previously held an Account, has created multiple Accounts, or is otherwise abusing the trial offer.

#8.3 Trial conversion. At the end of the trial period, the Services will continue at the then-current Cloud Start price unless you cancel or upgrade. We will email you a reminder at least seven days before the trial ends.

#8.4 Trial limitations. Trials are subject to the same fair use limits, AUP, and other terms as paid Plans, except that Beta Services and Plan-specific premium features may not be available during the trial.

#8.5 Modification or withdrawal. We may modify or withdraw any trial offer at any time. Modifications do not affect trials already in progress.

#9.1 Your use of the Services is governed by the AUP. The AUP forms part of this Agreement.

#9.2 We may suspend, limit, or terminate the Services without notice if we reasonably believe you have breached the AUP, particularly where there is a risk to the platform, other customers, third parties, our reputation, or our ability to provide the Services.

#9.3 You acknowledge that we operate automated systems that monitor for behaviour consistent with abuse, fraud, or breach of the AUP, and that we may take automated proportionate action (including throttling, captcha challenges, mailbox holds, and account holds) on the basis of those systems' outputs, subject to human review on request.

#10.1 Ownership of Customer Content. As between you and us, you retain all ownership and intellectual property rights in your Customer Content. We claim no ownership of it.

#10.2 Licence to us. You grant us a worldwide, non-exclusive, royalty-free, sub-licensable licence to host, store, copy, transmit, cache, display, perform, modify (only as necessary for format conversion or technical compatibility), and process Customer Content solely to provide and improve the Services for you, to back up Customer Content, to comply with law, and to enforce this Agreement.

#10.3 Customer warranties. You represent, warrant, and undertake that: (a) you own or have sufficient rights to all Customer Content; (b) the Customer Content does not and will not infringe any intellectual property, privacy, publicity, or other rights of any third party; (c) the Customer Content and your use of the Services comply with the AUP and all applicable laws; and (d) you have all consents required to allow us to process Personal Information you upload, in accordance with the Privacy Act 2020 and any other applicable privacy law.

#10.4 Our intellectual property. We and our licensors own all rights, title, and interest in the Kapsule Cloud platform, KPanel, our software, APIs, trademarks (including "Kapsule Cloud", "Kapsule Group", "KPanel", and our logos), documentation, and any modifications or derivative works of any of these. Nothing in this Agreement grants you any rights in our intellectual property except the limited right to use the Services.

#10.5 Feedback. If you provide us with suggestions, ideas, feedback, or recommendations about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use, modify, and incorporate the Feedback into the Services or other products without obligation to you.

#10.6 Use of aggregated data. We may collect, use, and disclose anonymised and aggregated data derived from your use of the Services for any lawful purpose, including capacity planning, security, abuse prevention, marketing, benchmarking, and product development, provided that we do not identify you or your customers in any such use.

#11.1 Our backups. We perform daily encrypted backups of customer site data and email data to an off-site location (currently Cloudflare R2, Oceania region). Retention is thirty days minimum for all paid Plans, with extended retention for higher-tier Plans as set out at kapsulecloud.com/pricing. Backups are intended for disaster-recovery and continuity-of-service purposes.

#11.2 Your responsibility. Notwithstanding clause 11.1, you remain solely responsible for maintaining your own independent backups of any Customer Content that is important to you. You must not rely on our backups as your sole or primary backup. We are not liable for any loss, corruption, or inaccessibility of Customer Content, except to the limited extent set out in the SLA.

#11.3 Backup access. Restore requests are processed in accordance with the support response times stated in the SLA. We may charge a reasonable fee for restore requests caused by your error (for example, accidental deletion), as set out in KPanel.

#11.4 Termination and deletion. On termination, Customer Content is retained for thirty days as set out in clause 13.5, after which it is permanently deleted from live systems. Encrypted backup copies are purged on the next scheduled rotation cycle (no later than thirty days after deletion from live systems), except where retention is required by law or to defend a legal claim.

#12.1 What Kora is. Kora is our AI assistant, built on third-party large language models (currently Anthropic Claude). Kora may read your support messages, ticket history, Account metadata, and information you specifically provide to it in order to respond to your enquiries. Kora is offered as a customer-support tool and as a feature within KPanel.

#12.2 AI outputs are advisory. Kora outputs are generated by a probabilistic model and may be incorrect, incomplete, out of date, biased, or inappropriate to your circumstances. Kora outputs are advisory only and are not professional advice (legal, financial, medical, security, or otherwise). You must independently verify any Kora output before relying on it.

#12.3 No training on Customer Content. We do not authorise our AI sub-processors to use Customer Content to train their general models. Kora interactions are processed for the purpose of providing the Service only and are retained for the periods stated in the Privacy Policy.

#12.4 Inputs. You must not submit to Kora any Customer Content or other information you are not authorised to disclose to us, or that is subject to enhanced confidentiality or regulatory protections (for example, payment card numbers, full credit card data, government identification, or sensitive health information).

#12.5 Ownership. As between you and us, you own the inputs you submit to Kora and the outputs Kora generates for you. We make no warranty that Kora outputs are unique to you; identical or similar outputs may be generated for other customers.

#12.6 Human review. You may request a human-only support interaction at any time by emailing [email protected].

#12.7 AI changes. We may change the underlying AI model, model provider, model capabilities, or the features Kora can access at any time without notice.

#13.1 Termination by you. You may cancel any Service at any time via KPanel. Termination takes effect at the end of the current billing cycle (for monthly Plans) or as set out in the Refund Policy (for annual Plans). Domain registrations and one-off services that have already been delivered are not refundable.

#13.2 Termination by us for convenience. We may terminate this Agreement, or any Service, on thirty days' written notice to you, for any reason. If we terminate for convenience, we will refund any prepaid Fees for the unused portion of the relevant billing cycle on a pro rata basis.

#13.3 Suspension or termination for cause. We may suspend or terminate the Services immediately and without prior notice if: (a) you materially breach this Agreement (and where the breach is capable of remedy, fail to remedy it within ten days of our notice); (b) you fail to pay Fees when due, and the failure continues for fourteen days after our reminder; (c) we reasonably believe your use creates a security, legal, regulatory, reputational, or operational risk; (d) we receive a credible complaint, court order, or government request requiring suspension or termination; (e) you become insolvent, are placed in administration, liquidation, or receivership, or cease to carry on business; (f) you provide false or misleading information in connection with the Account; or (g) any payment to us is reversed, charged back, or disputed without proper basis.

#13.4 Effect of suspension. During any suspension, you remain liable for Fees. The Services may be reactivated on your remedy of the breach (where remediable) and payment of any reactivation Fee.

#13.5 Effect of termination. On termination: (a) your right to use the Services ends immediately; (b) you must export Customer Content within thirty days using the export tools in KPanel; (c) we will retain Customer Content for thirty days after termination ("Grace Period"), during which you may reinstate the Account on payment of any outstanding Fees; (d) after the Grace Period, we will permanently delete Customer Content from live systems and from backups on the next scheduled rotation cycle; (e) prepaid Fees are non-refundable except as set out in this Agreement or the Refund Policy; and (f) provisions that by their nature should survive termination survive, including clauses 1, 7, 9, 10, 13.5, 15, 16, 17, 18, 19, and 20.

#13.6 Reactivation. Where the Account has been suspended or terminated for cause, reactivation is at our sole discretion and may be conditional on remedy of the breach, payment of outstanding Fees, payment of a reactivation Fee, and acceptance of additional terms.

#14.1 The availability targets we commit to and the service credits available where we fail to meet them are set out in the SLA.

#14.2 SLA service credits are your sole and exclusive remedy for downtime, except where another remedy is required by law (for example, under the Consumer Guarantees Act 1993 where you are a consumer).

#15.1 Except as expressly stated in this Agreement or the SLA, and subject to clauses 15.2 and 16.1, the Services are provided "AS IS" and "AS AVAILABLE". We make no warranty of any kind, whether express, implied, statutory, or otherwise, including any warranty of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, reliability, uninterrupted availability, error-free operation, security, or freedom from viruses or harmful components.

#15.2 Consumer Guarantees Act. If you are a "consumer" within the meaning of the Consumer Guarantees Act 1993, that Act gives you statutory guarantees that cannot be excluded. Nothing in this Agreement limits any such guarantee. Where you acquire the Services for the purposes of a business, you agree that the Consumer Guarantees Act 1993 does not apply, to the maximum extent permitted by section 43 of that Act, and you acknowledge that this exclusion is fair and reasonable.

#15.3 We do not warrant or endorse any third-party content, products, software, or services that may be accessible through, integrated with, or installed on the Services.

#16.1 Nothing in this Agreement excludes or limits liability that cannot lawfully be limited, including liability for fraud, fraudulent misrepresentation, wilful misconduct, death or personal injury caused by negligence, or any statutory consumer right that cannot be excluded under New Zealand law.

#16.2 Subject to clause 16.1, our total aggregate liability to you for all claims arising out of or in connection with this Agreement and the Services in any rolling 12-month period, whether in contract, tort (including negligence), under statute, or otherwise, is limited to the greater of: (a) the Fees actually paid by you to us in the 12 months immediately preceding the event giving rise to the claim; or (b) $200.

#16.3 Subject to clause 16.1, neither party is liable to the other for any indirect, consequential, special, incidental, exemplary, or punitive loss, or for any loss of profits, revenue, business opportunity, anticipated savings, goodwill, reputation, data (except as expressly addressed in clauses 11 and the SLA), or business interruption, in each case howsoever arising and whether or not the party was advised of the possibility of such loss.

#16.4 You acknowledge that the limitations and exclusions in this clause 16 reflect a fair allocation of risk between the parties, are essential to the basis of this Agreement, and would not be agreed to by us without them.

#17.1 You will indemnify, defend, and hold harmless Kapsule Cloud, its Affiliates, and their respective officers, employees, contractors, and Sub-processors (each an "Indemnified Party") from and against any third-party claim, demand, action, loss, damage, liability, fine, penalty, cost, or expense (including reasonable legal fees) arising out of or in connection with: (a) your Customer Content; (b) your use of the Services in breach of this Agreement, the AUP, or any law; (c) your infringement or violation of the rights of any third party; (d) your handling of Personal Information in breach of the Privacy Act 2020 or any other privacy law; (e) any dispute between you and a third party (including any end-user, other customer, or registry); or (f) your breach of any representation or warranty in this Agreement.

#17.2 We will give you prompt written notice of any indemnified claim, allow you to assume control of the defence (subject to our reasonable approval of counsel), and provide reasonable cooperation at your expense. You may not settle any indemnified claim in a manner that imposes an obligation or admission on us without our prior written consent.

#18.1 Neither party is liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) caused by a Force Majeure Event, defined as any event beyond the affected party's reasonable control, including acts of God, natural disaster, fire, flood, earthquake, pandemic, war, civil unrest, terrorism, riot, sabotage, governmental action, change of law, embargo, labour dispute, internet backbone failure, denial-of-service attack, upstream provider failure, undersea cable failure, telecommunications outage, or interruption to electrical power.

#18.2 The affected party must promptly notify the other and take reasonable steps to mitigate the effect and resume performance as soon as practicable.

#18.3 If a Force Majeure Event continues for more than sixty consecutive days, either party may terminate the affected Service on written notice without further liability, subject to any pro rata refund under the Refund Policy.

#19.1 This Agreement is governed by the laws of New Zealand without regard to conflict-of-laws principles.

#19.2 The courts of New Zealand have exclusive jurisdiction, save that we may bring proceedings to enforce or protect our intellectual property rights in any jurisdiction.

#19.3 Before commencing any court proceeding, the parties will attempt in good faith to resolve any dispute by negotiation. If the dispute is not resolved within thirty days, the parties will refer it to mediation administered by the Resolution Institute (resolution.institute), with each party bearing its own costs and the mediator's fees shared equally.

#19.4 Clause 19.3 does not prevent either party from seeking urgent injunctive or equitable relief in any court of competent jurisdiction.

#19.5 Any claim arising out of or in connection with this Agreement must be brought within two years of the event giving rise to the claim, except where a longer period is required by law.

#20.1 We may update this Agreement from time to time. Material changes will be notified to you by email or KPanel notice at least thirty days before they take effect. Non-material changes (such as typographical corrections, contact updates, formatting, or clarifications) take effect on posting and the "Last updated" date will be revised accordingly.

#20.2 Your continued use of the Services after a change takes effect constitutes acceptance of the updated Agreement.

#20.3 If you do not agree to a material change, you may terminate the affected Service before the change takes effect and receive a pro rata refund of any prepaid Fees for the unused portion of the relevant billing cycle.

#21.1 Assignment. You may not assign, transfer, or sub-licence any of your rights or obligations under this Agreement without our prior written consent. We may assign or novate this Agreement to an Affiliate or in connection with a merger, acquisition, restructuring, or sale of substantially all our assets, on notice to you.

#21.2 Entire agreement. This Agreement (including the documents incorporated by reference) constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior or contemporaneous oral or written communications, proposals, and representations.

#21.3 No reliance. You acknowledge that you have not relied on any statement, promise, or representation made by us that is not expressly set out in this Agreement.

#21.4 Severability. If any provision of this Agreement is held to be unenforceable, that provision is severed, and the remaining provisions continue in effect. Where reasonably possible, the unenforceable provision will be replaced by an enforceable provision of similar effect.

#21.5 No waiver. A failure or delay in exercising any right is not a waiver of that right. A single or partial exercise of a right does not preclude further exercise.

#21.6 Notices. Notices to us must be sent to [email protected]. Notices to you will be sent to the email address on your Account or posted in KPanel. Notices are deemed received on the next business day after sending.

#21.7 Independent contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship.

#21.8 No third-party beneficiaries. Except where expressly stated (for example, the Indemnified Parties in clause 17), nothing in this Agreement is intended to confer any benefit or right on any person other than the parties.

#21.9 Electronic acceptance. This Agreement may be accepted electronically. Electronic acceptance is binding and has the same force and effect as a wet-ink signature under the Contract and Commercial Law Act 2017 (Part 4).

#21.10 Survival. Clauses 1, 7, 9, 10, 13.5, 15, 16, 17, 18, 19, 20, and 21, together with any other provisions that by their nature should survive, will survive termination of this Agreement.

Kapsule Group Limited, Christchurch, New Zealand.

General enquiries: [email protected]

Billing: [email protected]

Legal and notices: [email protected]

Privacy: [email protected]

Abuse: [email protected]

Security: [email protected]