These terms and conditions (“Cloud Services Agreement” or “Agreement”) are entered into between the Customer and CorIT Tech Limited (“CorIT Tech”). This Agreement governs your purchase of Cloud Services from CorIT Tech and is effective upon:

(a) placing an online or offline order with CorIT Tech for Cloud Services; (b) accessing, accepting, or using the applicable Cloud Services purchased from CorIT Tech; or (c) completing an online order and accepting this Agreement.

1. Definitions

1.1 “Chargeable Units” refer to the metrics or units of measure used to calculate fees for Cloud Services. Examples include users, licenses, devices, mailboxes, storage, or bandwidth, as specified in the applicable order.

1.2 “Cloud Services” means the cloud computing services ordered by the Customer through CorIT Tech, including any Third-Party Software or Vendor-branded services provided by the Vendor.

1.3 “Customer” refers to the entity entering into this Agreement, which may be an end customer or reseller.

1.4 “Data Protection Laws” means the Privacy Act 2020 and any other relevant data protection regulations in New Zealand.

1.5 “CorIT Tech Additional Services” refers to any technical, consulting, or managed services provided by CorIT Tech related to the Cloud Services, as outlined in a relevant Statement of Work.

1.6 “Minimum Usage Commitment” is the minimum level of Cloud Service usage required, as specified in additional terms.

1.7 “Registered Usage” refers to the number of Chargeable Units provisioned by the Customer, either directly or through CorIT Tech. Increases to Registered Usage may be permitted mid-term, but reductions are not allowed.

1.8 “Service Fees” are the total fees for Cloud Services purchased, including but not limited to Subscription Fees.

1.9 “Service Level Agreement” or “SLAs” refers to the service levels applicable to the Cloud Services, as outlined in the Special Terms or Vendor Terms.

1.10 “Vendor” is the entity providing the Cloud Services, including third-party software licensors.

1.11 “Vendor Facilities” refers to any infrastructure, such as data centers, networks, or software, used by the Vendor in delivering Cloud Services.

1.12 “Vendor Terms” includes the Vendor’s service descriptions, terms of use, and SLAs, which may be updated by the Vendor without approval from CorIT Tech.

1.13 “Special Terms Addendum” or “Special Terms” includes any specific terms for a particular Cloud Service that override general terms in this Agreement.

1.14 “Statement of Work” or “SOW” is a document outlining agreed-upon services to be performed by CorIT Tech for the Customer.

1.15 “Subscription Fees” are recurring fees based on the Customer’s Usage Commitment for a Subscription Period.

1.16 “Subscription Period” refers to the billing period (monthly, yearly, or otherwise agreed) stated in the order.

1.17 “Term” includes the “Initial Term” and any “Renewal Term” as outlined in section 4.1.

1.18 “Territory” refers to New Zealand unless otherwise specified in the Special Terms.

1.19 “Third-Party Software” means software owned by third parties, licensed by the Vendor, and required for the use of Cloud Services.

1.20 “Export Laws” refers to applicable regulations governing the export of technology or services.

1.21 “Usage Commitment” is the higher of (i) Registered Usage or (ii) actual Cloud Service usage as reported by the Vendor. CorIT Tech will invoice based on this commitment.

2. Scope of Services

CorIT Tech acts as a reseller and facilitator of Cloud Services provided by Vendors and their affiliates. Unless the Customer separately purchases CorIT Tech Additional Services, CorIT Tech is not responsible for any third-party services related to the implementation or configuration of Cloud Services.

2.1. Provision of Cloud Services

(a) Order Placement. Any order submitted by the Customer for Cloud Services will be governed by the terms and conditions outlined in this Agreement. Any additional, conflicting, or pre-printed terms provided by the Customer are expressly rejected and shall not be binding upon CorIT Tech.

(b) Intellectual Property Rights. The Vendor, its licensors, subcontractors, or suppliers shall retain full ownership, title, and rights to the Cloud Services and related Vendor Facilities, including any modifications, enhancements, or derivative works. The Customer shall not infringe, misappropriate, or otherwise violate these intellectual property rights.

(c) Use of Cloud Services. The Customer’s access and usage of the Cloud Services are subject to the terms of this Agreement and the applicable Vendor Terms. The Customer is solely responsible for regularly reviewing the Vendor’s designated URLs for any updates or changes to the Vendor Terms. Cloud Services are provided by Vendors (not CorIT Tech) under Vendor Terms to which the Customer is a party. Any warranties, rights, or remedies related to Cloud Services must be enforced directly with the Vendor, not with CorIT Tech.

Territory. Unless otherwise agreed, the Cloud Services are intended for use within the designated Territory.

Vendor Facilities. The Customer acknowledges that the Vendor may provide Cloud Services from Vendor Facilities worldwide and may relocate these services at its discretion. There is no assurance that any such facility is dedicated solely to the Customer. The transmission, storage, distribution, and retrieval of data via Cloud Services may be subject to export, privacy, and data security regulations.

High-Risk Use. The Cloud Services offered by CorIT Tech are not designed for high-risk applications, including but not limited to life-support, critical infrastructure, or environments where failure could lead to personal injury, loss of life, or substantial property damage.

Business Purpose. The Customer agrees to use the Cloud Services strictly for its own legitimate business purposes and shall not resell, lease, rent, or sublicense the Cloud Services to third parties without prior written consent.

(d) CorIT Tech Additional Services. This Agreement may include Statements of Work (SOWs) that outline specific technical, consulting, or managed professional services provided by CorIT Tech. Each SOW becomes part of this Agreement upon mutual acceptance. In case of a conflict between this Agreement and any SOW, the SOW shall prevail concerning the specified services.

2.2. Customer Responsibilities

In addition to obligations outlined elsewhere in this Agreement, the Customer shall:

(a) Designate a project contact with decision-making authority to oversee the scope of Cloud Services as described in the Vendor Terms.

(b) Ensure all necessary hardware, software, and tools required for Cloud Services implementation are in place before service provisioning, including compliance with all relevant licensing requirements.

(c) Be responsible for any data migration of existing data unless otherwise agreed upon.

(d) Provide all necessary technical information, permissions, and support required by CorIT Tech or the Vendor to enable Cloud Services, as specified in the Vendor Terms.

(e) Cooperate in good faith with CorIT Tech by taking necessary actions and executing any agreements reasonably required to facilitate service delivery.

(f) Adhere to all applicable legal, regulatory, and industry standards relevant to internet usage and data security.

3. Service Fees and Invoicing

3.1. Service Fees. In consideration for the services purchased under this Agreement, the Customer agrees to pay CorIT Tech the applicable Service Fees. These fees are determined by the pricing rates for Cloud Services, the Usage Commitment, and any CorIT Tech Additional Services. The Service Fees for CorIT Tech Additional Services will be specified in the corresponding Statement of Work. CorIT Tech reserves the right to adjust pricing rates due to market conditions, vendor pricing changes, or service discontinuation. Any pricing changes will be communicated at least 90 days in advance. If a pricing adjustment results in an increase of more than 5% within a 12-month period, the Customer may terminate this Agreement with written notice within 30 days of receiving the adjustment notice.

(a) Pricing Rates. During the Initial Term, the pricing rates for Cloud Services shall be those specified in the relevant order. For any Renewal Term, the pricing rates shall be CorIT Tech’s then-current rates, as notified in accordance with this Agreement.

(b) Changes in Usage. Once an order is executed, any changes in usage for existing Cloud Services will be invoiced according to the Usage Commitment without requiring a new order. However, if the Customer procures new Cloud Services or features, a new order will be required.

3.2. Invoicing. Charges for Cloud Services begin accruing upon activation or availability from the Vendor and are non-refundable unless stated otherwise in this Agreement. CorIT Tech will invoice Service Fees monthly, including subscription fees and any one-time charges such as domain setup fees or CorIT Tech Additional Services. Additional services will be invoiced per the relevant Statement of Work.

3.3. Payment Terms. The Customer must pay all undisputed invoices in full within 15 days of the invoice date. Payments must be made in the currency specified on the invoice. If the Customer disputes an invoice, they must notify CorIT Tech in writing within 15 days, providing sufficient detail regarding the dispute. If no notice is given within this period, the invoice will be deemed accepted. Late payments on undisputed invoices may incur interest at an annual rate of 4% above CorIT Tech’s bank’s base lending rate. The Customer is responsible for all costs associated with collections, including reasonable legal fees.

3.4. Taxes. All Service Fees exclude applicable taxes and reasonable travel expenses incurred by CorIT Tech in connection with this Agreement. The Customer agrees to pay invoices in full without deductions for taxes or withholdings. If any deductions are required by law, the Customer must pay an additional amount to ensure CorIT Tech receives the full invoiced amount.

3.5. Service Credits. If CorIT Tech is eligible for service credits under the Vendor Terms, such credits will be applied to the Customer’s account after CorIT Tech receives and verifies the corresponding credit from the Vendor. The Customer acknowledges that CorIT Tech is not responsible for providing service credits if the Vendor denies or fails to issue them. Any service credits or termination rights specified in Vendor SLAs are the Customer’s exclusive remedy for service unavailability or SLA breaches.

4. Term; Suspension; Termination

4.1. Agreement Term (a) Initial Term. Unless terminated earlier as outlined in this section, the initial term of the Customer’s Cloud Services subscription will be as specified in the Special Terms. This term begins on the later of (i) the effective date set forth in the Special Terms or (ii) the date the Cloud Services are first made available to the Customer by the Vendor, as notified to CorIT Tech (the “Initial Term”). (b) Renewal Term. Upon expiration of the Initial Term, the Customer’s Cloud Services subscription will automatically renew for successive periods as stated in the Special Terms (each a “Renewal Term”), unless either the Customer or CorIT Tech provides written notice of non-renewal at least 60 days before the end of the Initial Term or the current Renewal Term. The Customer acknowledges and agrees that each Renewal Term will be subject to (i) the then-current terms of this Agreement and (ii) the applicable Vendor Terms. These terms may differ from those in effect during the previous term. CorIT Tech will provide notice of any amendments that will apply in the upcoming Renewal Term as per subsection 5.15 (Updates). The Vendor Terms may also be modified by the Vendor at any time during the Renewal Term. The Customer is responsible for reviewing these terms periodically to ensure compliance.

4.2. Suspension and Termination by CorIT Tech or Vendor (a) Breach by Customer. CorIT Tech reserves the right to terminate this Agreement, in whole or in part, with immediate effect if the Customer materially breaches any provision and fails to remedy such breach within 30 days of receiving written notice. Material breaches include, but are not limited to: failure to pay Service Fees when due; rejected payments or chargebacks for Service Fees; violation of subsection 5.3 (Compliance with Laws); use of Cloud Services in a manner that breaches this Agreement, Special Terms, or Vendor Terms (“Usage Violations”). If Vendor terminates Cloud Services due to Usage Violations and does not provide a corresponding notice and cure period to CorIT Tech, CorIT Tech is not obligated to offer one to the Customer. Additionally, CorIT Tech may terminate this Agreement immediately if the Customer: becomes insolvent; files for bankruptcy or undergoes similar financial proceedings; admits in writing an inability to pay debts; attempts to make an assignment for the benefit of creditors. (b) Suspension; Fees and Reinstatement. If the Vendor suspends Cloud Services due to Usage Violations, Service Fees will continue to accrue based on the agreed-upon usage commitment. CorIT Tech is not responsible for any losses incurred due to Vendor actions. Any remedial work required by the Vendor due to Customer’s Usage Violations will be charged to the Customer. If reconnection of services is requested, a reinstatement fee may apply. If the Vendor requires higher fees to reinstate services, the Customer must agree to the additional charges before services can resume. CorIT Tech will not be held liable for any Vendor-initiated service suspensions or terminations, and such actions do not provide the Customer with grounds to terminate this Agreement.

4.3. Customer’s Termination Rights (a) Termination by Customer for Breach. The Customer may terminate this Agreement if CorIT Tech materially breaches any provision and fails to remedy the breach within 30 days of receiving written notice. The Customer may also terminate immediately if CorIT Tech: becomes insolvent; files for bankruptcy or undergoes similar financial proceedings; admits in writing an inability to pay debts; attempts to make an assignment for the benefit of creditors. (b) Termination Under Vendor Terms. The Customer may have the right to terminate specific Cloud Services (but not the entire Agreement) if explicitly permitted under the Vendor Terms. Before exercising this right, the Customer must comply with all termination-related requirements specified by the Vendor and provide prior written notice to CorIT Tech.

4.4. Automatic Termination Due to Vendor Agreement Changes This Agreement will terminate immediately, without liability, if: the agreement between CorIT Tech and the Vendor is terminated or expires; or the Vendor refuses to continue providing Cloud Services to the Customer for any reason.

4.5. Consequences of Termination (a) Outstanding Payments. If CorIT Tech terminates this Agreement due to a Customer breach, the Customer shall pay all outstanding Subscription Fees for the remainder of the Initial Term or current Renewal Term, as well as any accrued Service Fees. All such amounts become due immediately upon termination. (b) Continued Use of Cloud Services After Termination. If, despite termination, the Customer continues to use the Cloud Services beyond the termination date (either by request or by retaining access), the Customer remains responsible for all associated Service Fees. These fees will be invoiced accordingly and remain subject to this Agreement until the Vendor formally ceases service. (c) Final Payment Obligations. All outstanding Service Fees must be settled as per the Agreement’s payment terms. Termination does not relieve either party of obligations incurred before termination, including payment obligations that survive by their nature or as explicitly stated in this Agreement.

5. Additional Terms and Conditions

5.1. Authority
Each party affirms that it has the legal authority and capacity to enter into this Agreement. Additionally, both parties confirm that they have the necessary rights to fulfill their obligations without infringing upon the rights of any third party. The Customer further represents that it is procuring Cloud Services for use within the specified territory unless otherwise agreed upon in writing by both parties.

5.2. Not Applicable

5.3. Legal and Regulatory Compliance
The Customer is responsible for ensuring compliance with all applicable laws and regulations when using the Cloud Services, including but not limited to export laws and any territorial restrictions set forth in this Agreement or imposed by the Vendor. The Customer acknowledges that some Vendor Facilities may be located outside New Zealand, meaning data transfers, storage, and access may be subject to additional legal and regulatory requirements. The Customer affirms that it is not listed on any prohibited or restricted entity lists and will not use the Cloud Services to transfer or store data in violation of any applicable laws.

5.4. High-Risk Use and Security Responsibilities
The Customer acknowledges that CorIT Tech’s Cloud Services are not designed for high-risk applications such as life support, nuclear operations, or any other use where failure could result in serious harm or damage. Any such use is solely at the Customer’s risk, and CorIT Tech disclaims any liability arising from unauthorized use in these environments. Additionally, the Customer is responsible for maintaining security over its systems, networks, and credentials, including implementing necessary safeguards against unauthorized access, data loss, or security breaches. CorIT Tech is not responsible for interruptions, security breaches, or delays related to third-party Vendor Facilities or support services.

5.5. Consumer Rights Protections
Nothing in this Agreement limits any statutory rights the Customer may have under the Fair Trading Act 1986 or the Contract and Commercial Law Act 2017. These laws provide protections against misleading conduct and misrepresentation and ensure remedies in cases where a party has been induced into a contract under false pretenses.

5.6. Data Protection
Both parties agree to comply with all applicable data protection laws and regulations. CorIT Tech processes personal information solely as required for service delivery and support. The Customer is responsible for ensuring that it has obtained any necessary consents from data subjects before providing personal information to CorIT Tech. CorIT Tech may engage sub-processors for service delivery, ensuring they adhere to appropriate data protection obligations. Personal information may be processed outside New Zealand, subject to compliance with relevant data protection legislation.

5.7. Notices
All notices required under this Agreement must be in writing and sent to the designated addresses provided by both parties. Notices will be considered received upon personal delivery, one business day after being sent via courier, or upon confirmation of receipt if sent electronically.

5.8. Assignment of Rights
The Customer may not transfer or assign this Agreement without prior written consent from CorIT Tech. CorIT Tech reserves the right to assign this Agreement to an affiliate or corporate successor without requiring Customer consent.

5.9. Governing Law
This Agreement is governed by and interpreted in accordance with the laws of New Zealand. Any disputes arising from this Agreement will be subject to the jurisdiction of New Zealand courts.

5.10. Disclaimer of Warranties
Cloud Services are provided “as is,” without any express or implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. CorIT Tech does not warrant that the services will be uninterrupted or error-free, nor does it guarantee that defects will be corrected or that the services will meet all Customer expectations.

5.11. Confidentiality
Both parties agree to maintain the confidentiality of proprietary or sensitive information disclosed during the term of this Agreement. Confidential information may not be shared with third parties without prior written consent, except as required by law. CorIT Tech may share necessary Customer data with Vendors strictly for the purpose of providing Cloud Services.

5.12. Customer Indemnification
The Customer agrees to indemnify and defend CorIT Tech against any claims, losses, or damages arising from misuse of Cloud Services or failure to comply with legal obligations. This includes any costs incurred due to third-party claims related to the Customer’s improper use of the services.

5.13. Limitation of Liability
(a) Direct Damages Cap – CorIT Tech’s maximum liability for any claims related to this Agreement is limited to the total fees paid by the Customer for Cloud Services in the preceding 12-month period.

(b) Exclusion of Indirect Damages – Neither party is liable for any indirect, incidental, or consequential damages, including loss of profits or business interruption, even if advised of the possibility of such damages.