1. APPLICATION OF TERMS

1.1 Application and Agreement:
These Terms govern your use of the Koru SaaS Limited T/A CaseCRM. By creating an account, accessing or using any part of the CaseCRM Service, you:

1. Acknowledge that you have read, understood, and agree to be bound by these Terms;
   and
   b. Where you are acting on behalf of an organization or entity, you represent and warrant that you are authorized to accept these Terms on its behalf, and that such entity
   is also bound by these Terms.

1.2 Non-Acceptance of Terms:
If you do not agree to these Terms in full, you are not permitted to use the CaseCRM Service, and you must immediately cease all access and use.

Koru SaaS Limited T/A CaseCRM Terms & Conditions

2. INTERPRETATION

2.1 DEFINITIONS: In these Terms, capitalised terms have the meanings given below. For clarity and ease of enforcement, definitions apply consistently throughout the Terms. (Includes revised definitions with “CaseCRM Service”, “Koru SaaS Limited T/A CaseCRM”, “Website” updated to www.CaseCRM.co.nz, and updated domains, partners, and pricing URLs at https://casecrm.co.nz/pricing.)

Term Meaning
Client Portal Has the meaning given in the definition of Koru SaaS Limited

T/A CaseCRM Service

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

Data Means all data, content, and information (including Personal Information) owned, held, used, or created by you or on your behalf that is stored using, or inputted into, the Koru SaaS Limited T/A CaseCRM Service. Koru SaaS Service Means the following services:

▲ The Koru SaaS Limited T/A CaseCRM CRM platform, accessed via the Website, and providing the functionality as described at CaseCRM.co.nz and app.CaseCRM.co.nz
(or as otherwise communicated to you); and
▲ The Koru SaaS Limited T/A CaseCRM client portal, accessed via app.CaseCRM.co.nz (Client Portal), or a custom-branded portal provided to you under your own sub-domain (e.g., yourcompany.CaseCRM.co.nz).

Koru SaaS Limited T/A CaseCRM Terms & Conditions 

Koru SaaS Software Means the software owned by Koru SaaS Limited (and its licensors) that is used to provide the Koru SaaS Limited T/A
CaseCRM Service.

Fees

Means the applicable fees set out on our pricing page on the Website at www.CaseCRM.co.nz/pricing or as otherwise agreed in writing between you and us, as may be
updated from time to time in accordance with clause 7.3. Force Majeure Means an event that is beyond the reasonable control of a party, excluding:

▲ Any event to the extent that it could have been avoided by the party taking reasonable steps or exercising
reasonable care; or
▲ A lack of funds for any reason.

Good Industry Practice Means, in relation to an undertaking, the exercise of the degree of skill, diligence, and care that would reasonably be expected from a skilled and experienced operator engaged in the same or a similar type of undertaking under comparable circumstances.

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

Initial Term One Year
Objectionable Includes being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way. Partner Means government authorities and/or trusted third-party
service providers (including but not limited to Microsoft

Koru SaaS Limited T/A CaseCRM Terms & Conditions 

Azure, WordPress, Intuit QuickBooks, SendGrid, Zapier, Stripe, PayPal, Plaid, Braintree, Google Calendar, Zoom, Twilio, reCAPTCHA, hCaptcha, Amazon AWS, and other
related services) that enable us to deliver certain features or integrations within the Koru SaaS Limited T/A CaseCRM Service.
A full list of our current Partners is available upon request by emailing info@CaseCRM.co.nz.

Payment Terms The payment terms set out in the Key Details (if any) Permitted Users Your personnel who are authorised to access and use the

Services on your behalf in accordance with clause 5.3.

Personal Information Has the meaning given in the Privacy Act 1993
Related Services Has the meaning given in clause 3.5a.
Services Means the Koru SaaS Limited T/A CaseCRM Service and the Support Services.

Start Date The date that you accept these Terms under clause 1.1.
Support Services Has the meaning given in clause 4.
Terms Means these terms titled Koru SaaS Limited T/A

CaseCRM Terms of Service.

Underlying Systems Means the Koru SaaS Limited T/A CaseCRM Software, IT infrastructure, solutions, systems, and networks (including other software and hardware) used to provide the Services, including any third-party solutions, systems, and networks. User ID Means a unique name and/or password allocated to a Permitted User to allow that Permitted User to access the
Koru SaaS Limited T/A CaseCRM Service or certain partsof it.

Website Means the internet site at CaseCRM.co.nz, or such other site notified to you by us.

Koru SaaS Limited T/A CaseCRM Terms & Conditions
We, us or our Means Koru SaaS Limited, a New Zealand company, company number NZBN: 9429052840401

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

You or your You or, if clause 1.1b applies, both you and the other person on whose behalf you are acting.

2.2 Interpretation:
In these Terms:
a. Headings are for reference only and do not affect meaning;
b. The singular includes the plural and vice versa;
c. References to:
i. A party includes its successors and permitted assigns;
ii. Personnel includes employees, contractors, and agents (excluding us in your case);
iii. A person includes an individual, company, trust, or other entity;
iv. The term “including” is illustrative and not limiting;
v. Statutes include all amendments, regulations, and replacements thereof.

Koru SaaS Limited T/A CaseCRM Terms & Conditions
3. SERVICES
3.1 General:
Koru SaaS Limited T/A CaseCRM will deliver the CaseCRM Service (a tailored CRM platform for immigration advisors and consultants available online at www.CaseCRM.co.nz):
a. In accordance with these Terms and all applicable New Zealand laws;
b. Using commercially reasonable skill, care, and qualified personnel; and
c. In a timely and professional manner.
The CaseCRM Service incorporates licensed technology components from third-party providers to enable customized features and integrations, and we act as the authorized
distributor and customizer of such components for your use.
3.2 Non-exclusive:
Nothing prevents us from offering similar services to others.
3.3 Availability & Third-Party Services:
a. We aim for high availability of the CaseCRM (24/7), except for planned maintenance or Force Majeure events. Advance notice will be provided where possible.
b. Our platform integrates with third-party tools (Partners), such as INZ APIs, document verification services, and payment gateways. This includes underlying platform elements licensed from external technology suppliers, which we resell and adapt as part of the CaseCRM Service to ensure seamless operation. We cannot guarantee uptime, availability, or continued support for third-party features. You are not entitled to refunds or compensation due to third-party issues.

Koru SaaS Limited T/A CaseCRM Terms & Conditions
3.4 Underlying Systems:
We maintain all backend systems necessary to deliver the CaseCRM platform in line with these Terms.
3.5 Additional Features:
From time to time, we may introduce supplementary features or tools (e.g., visa application trackers, client portal enhancements). Use of such features is subject to additional charges and
terms.

Koru SaaS Limited T/A CaseCRM Terms & Conditions
4. SUPPORT SERVICES
4.1 Support Coverage:
As long as you comply with these Terms (including fee payment), we will provide:
a. Email-based and in-platform ticket support for consultation, guidance, and issue resolution;
b. Best-effort resolution:
• 24/7 for critical system-wide issues (determined by us);
• Business Hours for all other issues (Mon–Fri, 9am–5pm NZT, excluding public holidays).
4.2 Access to Support:
Support is only available when requested via:
a. Our in-app support system; or
b. Email to support@CaseCRM.co.nz or info@CaseCRM.co.nz
4.3 Exclusions from Support:
We will not provide support where the issue arises due to:
a. Unauthorized customizations, integrations, or code changes;
b. Failure to follow reasonable instructions or misuse of the platform;
c. Use of the platform in violation of these Terms.

Koru SaaS Limited T/A CaseCRM Terms & Conditions
5. CLIENT OBLIGATIONS
5.1 General Use:
You and your personnel shall:
a. Use the Services strictly in accordance with these Terms and all applicable laws and Good Industry Practice, solely and exclusively for:
i. Your internal business operations relating to immigration services for your own direct clients; and
ii. Lawful purposes, fully compliant with all applicable laws, including but not limited to the Unsolicited Electronic Messages Act 2007.
b. At all times remain fully responsible for complying with all relevant immigration, employment, privacy, and data protection laws and codes of practice.
c. Under no circumstances resell, sublicense, share, or otherwise make the Services available to any third party or exploit the Services commercially, except as explicitly authorised in writing by Koru SaaS Limited T/A CaseCRM. Any unauthorised use will be deemed a material breach of these Terms.
d. Provide accurate, truthful, complete, and up-to-date information in all dealings with Koru SaaS Limited T/A CaseCRM (including account setup) and promptly notify Koru
SaaS Limited T/A CaseCRM in writing of any changes to such information to maintain its accuracy. Failure to do so may result in suspension or termination of Services.
5.2 Access Conditions:
When accessing the CaseCRM Service, you and your personnel shall:
a. Not impersonate any person or entity, nor falsely represent authority to act on behalf of any third party or Koru SaaS Limited T/A CaseCRM.

Koru SaaS Limited T/A CaseCRM Terms & Conditions
b. Accurately identify yourself as the sender of any electronic communications or transmissions.
c. Refrain from any action that undermines or attempts to undermine the security, stability, or integrity of Koru SaaS Limited T/A CaseCRM systems, infrastructure, or Services.
d. Not use the Services in any manner that impairs the functionality, performance, or availability of the Services or prevents any other authorised user from accessing or using the Services.
e. Only access, view, or copy data or materials to which you have explicit authorised access.
f. Strictly avoid transmitting, inputting, storing, or otherwise using any data that infringes third-party rights (including intellectual property or privacy rights), or that is unlawful, harmful, objectionable, fraudulent, misleading, or otherwise inappropriate as determined by Koru SaaS Limited T/A CaseCRM in its sole discretion.
g. Comply with all applicable terms of use, guidelines, and policies published on Koru SaaS Limited T/A CaseCRM website, as amended by Koru SaaS Limited T/A CaseCRM at any time without prior notice.
5.3 Personnel:
a. Access to and use of the Koru SaaS Limited T/A CaseCRM Service is strictly limited to Permitted Users authorised by you and approved by Koru SaaS Limited T/A CaseCRM.
b. You may designate members of your personnel as Permitted Users, provided that:
i. The number of Permitted Users does not exceed the limit specified by Koru SaaS

Koru SaaS Limited T/A CaseCRM Terms & Conditions
Limited T/A CaseCRM or the number agreed upon in your account settings. The number of your end clients accessing the Client Portal is not restricted by this clause.
ii. You provide Koru SaaS Limited T/A CaseCRM with all requested information about each Permitted User to enable verification and management.
c. You and each Permitted User must:
i. Maintain the confidentiality and security of all User IDs and passwords, and refrain from sharing or disclosing them to any other party under any circumstances.
ii. Immediately notify Koru SaaS Limited T/A CaseCRM in writing (to
info@CaseCRM.co.nz ) if you suspect or become aware
of any unauthorised access or use of User IDs or passwords.
d. You shall ensure that each Permitted User strictly complies with these Terms.
e. You shall ensure your end clients accept and comply with any applicable Client Portal terms of use as prescribed by Koru SaaS Limited T/A CaseCRM.
f. Any act or omission by your personnel, including Permitted Users, or any person using your or a Permitted User’s credentials, shall be deemed to be an act or omission by you
and shall be fully binding upon you.
5.4 Authorisations:
You are solely responsible for obtaining and maintaining all necessary licences, consents, and authorisations required for yourself and your personnel to lawfully use the Services, including to
input, store, process, and distribute Data via the Services. You shall indemnify and hold Koru SaaS Limited T/A CaseCRM harmless from and against any claims or losses arising from your
failure to procure such licences, consents, or authorisations.

Koru SaaS Limited T/A CaseCRM Terms & Conditions
6. DATA
6.1 Koru SaaS Limited T/A CaseCRM Access to Data:
a. You expressly acknowledge and agree that:
i. Koru SaaS Limited T/A CaseCRM and its authorised personnel shall have full and unrestricted access to the Data at any time, as reasonably required to perform, monitor, enhance, audit, or maintain the Services, investigate suspected breaches, or for any purpose relating to the proper functioning or improvement of the Services.
ii. Subject to clause 9, Koru SaaS Limited T/A CaseCRM may permit its employees, contractors, affiliates, and authorised third-party Partners to access the Data strictly for the purposes outlined above, and you expressly consent to such access.
b. You are solely responsible for obtaining and maintaining all necessary consents, permissions, and approvals to enable Koru SaaS Limited T/A CaseCRM, its personnel, contractors, and Partners to lawfully access, use, and process the Data as required under these Terms. Koru SaaS Limited T/A CaseCRM shall not be liable for your failure to obtain such consents.
6.2 Agent for Personal Information:
a. Where any Data includes Personal Information (as defined under the Privacy Act 2020 (NZ) or other applicable privacy laws), you acknowledge and agree that Koru SaaS Limited T/A CaseCRM, in collecting, storing, using, and processing such information via the Services, does so solely as your agent and on your behalf.
b. You must obtain all explicit, informed, and legally sufficient consents from the relevant individuals to enable Koru SaaS Limited T/A CaseCRM and its personnel or

Koru SaaS Limited T/A CaseCRM Terms & Conditions
subcontractors to collect, access, process, and use such Personal Information in accordance with applicable laws and these Terms. You will indemnify Koru SaaS Limited T/A CaseCRM against any claim or liability arising from your failure to do so.
6.3 Data Backup Responsibility:
Koru SaaS Limited T/A CaseCRM may, at its discretion, take commercially reasonable steps to back up Data stored through the Service. However, the primary responsibility for safeguarding and backing up all Data lies solely with you. You are required to maintain, in accordance with Good Industry Practice, complete and up-to-date independent backup copies of all Data you upload or store on the platform. Koru SaaS Limited shall not be liable for any loss, corruption, or deletion of Data, regardless of the cause.
6.4 Data Storage Limits:
Your allocated storage is subject to the usage limits of your selected plan, ranging from 100GB to 2TB per account. Additional storage may be purchased by you at the rates published by Koru SaaS Limited T/A CaseCRM from time to time. Koru SaaS Limited T/A CaseCRM reserves the right to monitor usage and apply additional fees or restrict access in the event your usage exceeds allocated limits without an active upgrade.

6.5 Data Location and Cross-Border Access:
You acknowledge and agree that Koru SaaS Limited T/A CaseCRM may store Data (including Personal Information) on secure servers operated by third-party hosting providers in United States of America or Australia or other jurisdictions as notified from time to time. You expressly consent to such storage and cross-border transfers and

Koru SaaS Limited T/A CaseCRM Terms & Conditions
access by Koru SaaS Limited T/A CaseCRM, its Partners, or its service providers. Current providers include, but are not limited to, Microsoft Azure and Amazon Web Services (AWS). You further agree to comply with any additional privacy requirements applicable to international transfers of Personal Information.
6.6 Indemnity:
You shall fully indemnify, defend, and hold harmless Koru SaaS Limited T/A CaseCRM, its officers, directors, employees, contractors, affiliates, and Partners (collectively, “Indemnified Parties”) from and against any and all losses, liabilities, claims, damages, costs, and expenses (including actual legal fees on a full indemnity basis) arising directly
or indirectly from:
a. Any actual or alleged claim that the Data you provide infringes any Intellectual Property Right, privacy right, or other proprietary right of any third party, or is objectionable, false, incomplete, misleading, defamatory, or unlawfully delayed;
b. Your use of the Services in breach of any applicable law, regulation, or third-party right, or in a negligent or fraudulent manner;
c. Your failure to maintain backup copies of Data in accordance with clause 6.3; or
d. Any breach of your obligations under this Section 6.

Koru SaaS Limited T/A CaseCRM Terms & Conditions 

7. FEES

7.1 Obligation to Pay:
You must pay all Fees to Koru SaaS Limited T/A CaseCRM in full, without deduction, withholding, or set-off of any kind, strictly in accordance with these Terms and your selected
subscription plan.

7.2 Invoicing and Payment Terms:
a. Koru SaaS Limited T/A CaseCRM will issue valid GST-compliant tax invoices monthly in advance for all Fees payable for the following billing period.
b. All Fees are exclusive of GST and any other applicable taxes, which you shall pay in addition to the Fees.
c. You must pay all Fees in cleared funds, without delay or dispute, by:
i. Using one of our authorised payment processors, including GoCardless, Stripe, Braintree, or any other provider nominated by us from time to time. You must ensure that you complete any required setup to enable automatic direct debit or card payments; and
ii. No later than the due date stated on the invoice, and in any event before the start of the Service period to which the invoice relates.
d. If any payment is delayed, declined, or reversed, Koru SaaS Limited T/A CaseCRM may immediately suspend access to the Services without notice until full payment is received, and charge interest on overdue amounts at 2.5% per month (calculated daily).

7.3 Fee Adjustments:

Koru SaaS Limited T/A CaseCRM Terms & Conditions 

1. Koru SaaS Limited T/A CaseCRM reserves the right to review and increase Fees at its sole discretion without providing any written notice to you. No Fee increase will apply during the Initial Term unless otherwise agreed in writing.
   b. If you do not accept the revised Fees, you may terminate your access to the Services by giving us at least 60 days’ written notice prior to the effective date of the increase. If you do not provide such notice, the increased Fees will be deemed accepted and binding.

7.4 No Refund Policy:
All Fees paid are strictly non-refundable under any circumstances, including for early termination, partial use, or unused Services, except where required by applicable law. This no- refund policy applies regardless of the reason for termination or non-use.

Koru SaaS Limited T/A CaseCRM Terms & Conditions 

8. INTELLECTUAL PROPERTY

8.1 Ownership of Intellectual Property:
a. All right, title, and interest (including all Intellectual Property Rights) in and to the Services, Website, Software, Documentation, and all related infrastructure, systems, and technology (collectively, the “Underlying Systems”) are, and shall remain, the sole and exclusive property of Koru SaaS Limited T/A CaseCRM through our role as reseller and licensee of core platform technologies from third-party licensors. You shall not dispute or challenge such ownership, nor attempt to register, license, or use any such rights except as expressly permitted under these Terms.
b. As between the parties, you retain ownership of any Intellectual Property Rights in your own Data. You hereby grant Koru SaaS Limited T/A CaseCRM and its personnel a worldwide, irrevocable, royalty-free, fully paid-up, non-exclusive, sublicensable, and transferable licence to use, host, store, reproduce, adapt, modify, communicate, and otherwise process the Data:

1. For the purpose of delivering, maintaining, enhancing, supporting, and securing the Services;
   ii. For internal business analytics, benchmarking, and service improvement purposes;
   and
   iii. In accordance with applicable privacy laws and these Terms.

8.2 License to Use Know-how:
To the extent any know-how, techniques, ideas, methodologies, templates, or processes are developed, shared, or discovered through your use of the Services, you grant Koru SaaS Limited

Koru SaaS Limited T/A CaseCRM Terms & Conditions
T/A CaseCRM a royalty-free, irrevocable, perpetual, worldwide, and transferable licence to use, incorporate, and exploit such intellectual contributions, whether or not protected by formal Intellectual Property Rights. You expressly waive any right to compensation or recognition for such use.

8.3 Feedback and Suggestions:
a. If you or your personnel provide any feedback, suggestions, enhancements,
comments, or recommendations regarding the Services (collectively, “Feedback”), all rights, title, and interest (including Intellectual Property Rights) in that Feedback—and in any derivative works or improvements developed from it—shall be owned solely and exclusively by Koru SaaS Limited T/A CaseCRM.
b. Koru SaaS Limited T/A CaseCRM shall be entitled to use and disclose such Feedback for any purpose whatsoever without restriction or obligation to you.

8.4 Third-party Links and Content:
You acknowledge and agree that the Services may contain links to, or content from, third-party websites, services, or resources. These links are provided solely for your convenience and do not imply endorsement, responsibility, or affiliation. Koru SaaS Limited T/A CaseCRM shall have no liability or responsibility for any third-party content, services, or practices. Your use of third-party sites is entirely at your own risk.

Koru SaaS Limited T/A CaseCRM Terms & Conditions 

9. CONFIDENTIALITY
   9.1 Obligation of Confidentiality:
   Each party (Recipient) shall, unless the prior written consent of the other party (Discloser) has been obtained:
   a. Keep all Confidential Information of the Discloser strictly confidential and not disclose, publish, transmit, or otherwise make it available to any third party;
   b. Implement and maintain industry-standard security measures (both technical and organisational) to protect the confidentiality, integrity, and security of the Confidential Information;
   c. Only disclose Confidential Information to its directors, officers, employees,
   professional advisors, or contractors (collectively, “Authorised Recipients”) on a strict need-to-know basis, provided that such Authorised Recipients are bound by written confidentiality obligations no less restrictive than those in this clause;
   d. Remain fully liable for any breach of these confidentiality obligations by any of its Authorised Recipients.

9.2 Permitted disclosure:
The obligations in clause 9.1 shall not apply to the extent that disclosure is:
a. Strictly necessary for the Recipient to perform its express obligations under these Terms;
b. Required by applicable law, regulation, or court order, provided that the Recipient complies with clause 9.3;
c. In the public domain through no fault, breach, or act of the Recipient or its Authorised

Koru SaaS Limited T/A CaseCRM Terms & Conditions
Recipients;
d. Lawfully received from a third party who is not bound by confidentiality obligations in respect of such information; or
e. Necessary as part of a bona fide sale, acquisition, restructuring, or merger of the Recipient’s business, provided the recipient of the Confidential Information signs a confidentiality agreement with terms equivalent to this clause.
9.3 Mandatory Disclosure Process:
If disclosure is required by law, the Recipient must:
a. Promptly notify the Discloser in writing (unless prohibited by law) before making the disclosure, providing sufficient detail of the legal requirement;
b. Cooperate with the Discloser, at the Discloser’s cost, to object to or limit such disclosure where legally permissible; and
c. Use reasonable endeavours to ensure that any disclosed Confidential Information is treated as confidential by the receiving authority or third party.

Koru SaaS Limited T/A CaseCRM Terms & Conditions 

10. WARRANTIES
    10.1 Authority to Contract:
    Each party represents and warrants that it has full power, legal capacity, and authority to enter into and perform its obligations under these Terms and that doing so will not cause it to breach
    any other agreement or obligation.
    10.2 Disclaimer of Warranties:
    To the maximum extent permitted by law:
    a. Koru SaaS Limited T/A CaseCRM makes no representations, warranties, or guarantees, whether express, implied, statutory, or otherwise, except those explicitly stated in these Terms. All other warranties (including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement) are expressly excluded.
    b. Koru SaaS Limited T/A CaseCRM does not warrant that the Services will:
    i. Meet your individual business, legal, or regulatory requirements (including immigration or data privacy compliance);
    ii. Be free of errors, interruptions, security breaches, viruses, or vulnerabilities;
    iii. Operate without bugs or defects, or be available at all times or in all locations.
    c. Any reliance you place on the Services, or on outputs or data generated through them, is entirely at your own risk.
    10.3 Exclusion of Consumer Protections:
    You acknowledge and agree that the Services are acquired for the purposes of a business, and

Koru SaaS Limited T/A CaseCRM Terms & Conditions 

accordingly, the provisions of the New Zealand Consumer Guarantees Act 1993 shall not apply to any supply of Services under these Terms.
10.4 Limitation of Remedies and Implied Liability:
Where any non-excludable guarantee, warranty, or condition applies under applicable law that cannot be lawfully excluded, Koru SaaS Limited T/A CaseCRM liability is limited, at its sole
discretion, to either:
a. The re-supply of the relevant Services; or
b. Payment of the cost of having the Services supplied again.
To the fullest extent permitted by law, Koru SaaS Limited T/A CaseCRM liability for any implied warranties that cannot be excluded is capped at NZD $500.00 in total, regardless of the cause of action.

Koru SaaS Limited T/A CaseCRM Terms & Conditions
11. LIABILITY
11.1 Limitation of Liability (Koru SaaS Limited T/A CaseCRM):
To the maximum extent permitted by law, the total aggregate liability of Koru SaaS Limited T/A CaseCRM (including its officers, directors, employees, agents, contractors, and Partners),
arising out of or in connection with these Terms, the Services, or any related matter—whether in contract, tort (including negligence), equity, breach of statutory duty or otherwise—shall not
exceed the lower of:
a. NZD $500.00; or
b. The total Fees actually paid by you to Koru SaaS Limited T/A CaseCRM in the 12- month period immediately prior to the event giving rise to the liability. This limitation applies regardless of the form or number of claims and even if we have been advised of the possibility of such loss or damage.
11.2 Excluded Losses:
To the fullest extent permitted by law, Koru SaaS Limited T/A CaseCRM shall not be liable (whether under contract, tort, statute, equity, or otherwise) for any:
a. Loss of profits, revenue, savings, customers, business opportunities, anticipated
savings, goodwill, reputation, or economic advantage;
b. Loss or corruption of data or content, or any failure to backup or retain such data;
c. Indirect, incidental, special, punitive, or consequential losses of any kind; or
d. Losses arising from or attributable to:
i. Delays, interruptions, or failures in third-party systems, APIs, plugins, or services; including any licensed platform components we resell or integrate;

Koru SaaS Limited T/A CaseCRM Terms & Conditions
ii. The acts or omissions of your personnel, subcontractors, clients, or other users connected with your account.
11.3 Unlimited Liability (Koru SaaS Limited T/A CaseCRM):
Nothing in this clause shall limit or exclude Koru SaaS Limited T/A CaseCRM liability:
a. For death or personal injury caused directly by our gross negligence (only to the
extent that such limitation is prohibited by law);
b. For fraud or fraudulent misrepresentation;
c. For a material breach of clause 9 (Confidentiality), but only where such breach results from our wilful misconduct or gross negligence. 11.4 Unlimited Liability (Client): None of the liability caps or exclusions in this clause shall apply to your liability for:
a. Payment of all applicable Fees, taxes, and charges under these Terms;
b. Breach of your obligations under clause 5 (Client Obligations);
c. Your indemnity obligations under clause 6.6 (Data-related liabilities);
d. Any unauthorised use, misuse, abuse, or manipulation of the Services by you, your
personnel, clients, or affiliates;
e. Breach of any applicable law, regulation, or third-party right (including Intellectual Property Rights, privacy rights, or contract terms);
f. Any liabilities described in clause 11.3(a)–(c).

11.5 Sole Responsibility and Contributory Fault:
Koru SaaS Limited T/A CaseCRM shall not be responsible for any failure to perform its obligations under these Terms if and to the extent that such failure arises from:

Koru SaaS Limited T/A CaseCRM Terms & Conditions
a. Your failure to comply with any obligation under these Terms;
b. Any negligence, breach, misuse, misconfiguration, or unauthorised activity by you or your personnel.
11.6 Duty to Mitigate:
Each party must take all reasonable steps to avoid, reduce, or mitigate any loss, liability, or damage that may arise in connection with these Terms or the use of the Services.

Koru SaaS Limited T/A CaseCRM Terms & Conditions
12. TERM, TERMINATION AND SUSPENSION
12.1 Term and Renewal:
Access to the Services begins on the Start Date and shall:
a. Continue for the Initial Term as agreed upon in writing; and
b. Automatically renew for successive five (5) year periods (each a “Renewal Term”), unless either party provides at least 30 days’ prior written notice before the end of the
then-current term.
12.2 Early Termination by Client:
You may terminate the Agreement prior to the end of the Initial Term or any Renewal Term by providing at least 30 days’ prior written notice; however:
a. No refunds of Fees already paid will be issued under any circumstances; and
b. You shall remain liable for, and must promptly pay, all remaining Fees due for the full duration of the Initial Term or then-current Renewal Term, regardless of actual usage or
termination date.
12.3 Immediate Termination for Cause:
Either party may terminate this Agreement with immediate effect by written notice if the other party:
a. Commits a material breach of these Terms and fails to remedy the breach within 10 days of receiving written notice specifying the breach;
b. Becomes insolvent, enters liquidation, administration, or ceases (or threatens to cease) to carry on its business; or

Koru SaaS Limited T/A CaseCRM Terms & Conditions
c. Is unable to perform its obligations under these Terms for a continuous period exceeding 30 calendar days due to a Force Majeure Event.
12.4 Consequences of Termination:
Upon expiry or termination of these Terms, the following applies:
a. All rights, obligations, and liabilities accrued up to the date of termination shall survive;
b. You must immediately pay any and all outstanding Fees and charges;
c. Each party must return or, if requested, destroy all Confidential Information belonging
to the other party (subject to legal retention rights);
d. You may, within 30 days of termination:
i. Download your Data using self-service tools (if still available);
ii. Request, in writing, a copy of your Data, subject to an additional fee for time and transfer effort as determined by Koru SaaS Limited T/A CaseCRM;
iii. Request permanent deletion of your Data from Koru SaaS Limited T/A CaseCRM systems, which we will carry out within 20 business days, unless prohibited by law or required for legitimate internal purposes (e.g., dispute resolution, auditing, or compliance).
12.5 Surviving Provisions:
The following clauses shall survive termination or expiry for any reason: 6.6 (Indemnities), 8 (Intellectual Property), 9 (Confidentiality), 11 (Liability), 12.4, 12.5, and 13 (General Provisions).
12.6 Suspension of Services:
Koru SaaS Limited T/A CaseCRM may, in its sole discretion and without liability, immediately

Koru SaaS Limited T/A CaseCRM Terms & Conditions 

restrict, suspend, or disable your access to all or any part of the Services (including for your
users) without notice, if:
a. You or your personnel engage in any activity that compromises or threatens the security, integrity, or availability of the Underlying Systems;
b. You or your personnel misuse the Services or interfere with the proper functioning or performance for others; or
c. You materially breach these Terms.
12.7 Notice of Suspension:
We will use reasonable efforts to notify you in writing (which may be by email) as soon as practicable following any suspension under clause 12.6, but failure to notify shall not limit our
rights or your obligations under this clause.

Koru SaaS Limited T/A CaseCRM Terms & Conditions
13. DISPUTES
13.1 Good Faith Negotiation:
The parties shall use all reasonable efforts to resolve any dispute, controversy, or claim arising out of or in connection with these Terms (including the existence, validity, breach, or
termination of them) through prompt, good faith negotiations between senior representatives of each party.
13.2 Escalation Procedure:
If a dispute is not resolved within 10 business days of either party giving written notice of the dispute, the matter must be escalated to the directors (or equivalent senior officers) of both
parties, who must then attempt to resolve the dispute in good faith within a further 10 business days.
13.3 Continuity of Obligations:
While any dispute is being resolved, both parties must continue to perform their respective obligations under these Terms, including payment of Fees, without set-off, delay, or suspension,
unless expressly agreed otherwise in writing.
13.4 Legal Proceedings and Urgent Relief:
Nothing in this clause shall prevent either party from seeking urgent interim, injunctive, or equitable relief from a court of competent jurisdiction at any time, whether before or during
the dispute resolution process, where such relief is reasonably required to protect that party’s rights or interests.

Koru SaaS Limited T/A CaseCRM Terms & Conditions
14. GENERAL
14.1 Force Majeure:
Neither party shall be liable for any delay or failure to perform its obligations (excluding payment obligations) under these Terms if such delay or failure is caused by a Force Majeure
Event, provided that the affected party:
a. Promptly notifies the other party in writing, specifying the nature and expected duration of the Force Majeure Event;
b. Uses all reasonable efforts to mitigate and overcome the impact of the Force Majeure Event; and
c. Continues to perform its obligations to the extent reasonably practicable.
For clarity, your obligation to pay Fees remains unaffected.
14.2 No Third-Party Beneficiaries:
Except as expressly stated, no person other than you and Koru SaaS Limited has any right to benefit from, enforce, or rely on any provision of these Terms.
14.3 Waiver:
No waiver of any breach or provision of these Terms shall be effective unless made in writing and signed by the waiving party. A waiver of any breach shall not be deemed a waiver of any
other or subsequent breach.
14.4 Relationship of the Parties:
Koru SaaS Limited T/A CaseCRM acts as an independent contractor. Nothing in these Terms shall be construed as creating any agency, partnership, joint venture, employment, or fiduciary
relationship between the parties.

Koru SaaS Limited T/A CaseCRM Terms & Conditions
14.5 Notices:
We may give notices to you via email, your billing contact, or through the Koru SaaS platform interface. You must send legal notices to info@CaseCRM.co.nz, or such other email address
as we may notify to you in writing. Notices are deemed received on the date sent (if by email) or posted (if via the platform).
14.6 Severability:
If any provision of these Terms is found to be unlawful, invalid, or unenforceable, the remaining provisions will remain in full force and effect. The parties shall replace the invalid provision with
one that most closely reflects its original intent.
14.7 Variations:
These Terms may only be amended, modified, or supplemented by a written agreement signed by authorised representatives of both parties. No oral variations are binding.
14.8 Entire Agreement:
These Terms constitute the entire agreement between the parties and supersede all prior discussions, understandings, proposals, communications, and agreements (whether oral or
written) relating to the subject matter. To the maximum extent permitted by law, Sections 9,
12A, and 13 of the Fair Trading Act 1986 (NZ) do not apply.
14.9 Assignment and Subcontracting:
a. You may not assign, transfer, subcontract, or otherwise dispose of your rights or obligations under these Terms without our prior written consent.
b. Any change in ownership or control of you (including via merger, acquisition, or internal restructure) will be deemed an assignment and requires our prior written

Koru SaaS Limited T/A CaseCRM Terms & Conditions
consent.
c. Koru SaaS Limited may assign or subcontract its rights and obligations under these
Terms at any time without your consent.
14.10 Governing Law and Jurisdiction:
These Terms are governed by and construed in accordance with the laws of New Zealand. Each party submits to the exclusive jurisdiction of the courts of New Zealand in respect of all disputes
arising out of or in connection with these Terms or their subject matter.

Koru SaaS Limited T/A CaseCRM Terms & Conditions
15. Koru SaaS Limited T/A CaseCRM FORMS DISCLAIMER
The Koru SaaS Limited T/A CaseCRM platform may offer tools that assist you in generating or auto-populating data into online or downloadable forms. You acknowledge and agree that:
a. You are solely responsible for reviewing, validating, and confirming the accuracy, completeness, and relevance of all data populated into any such forms;
b. Koru SaaS Limited does not verify, audit, or guarantee the correctness of any data auto-filled
into web or downloadable forms;
c. You alone are responsible for the proper submission of any such forms to the relevant authorities, agencies, or third parties, including ensuring that such submissions are legally
compliant and timely;
d. Koru SaaS Limited provides form-related tools solely as a technical convenience and does not act as your legal, immigration, or compliance advisor; and
e. To the maximum extent permitted by law, Koru SaaS Limited T/A CaseCRM accepts no
liability for any errors, omissions, delays, or adverse outcomes resulting from the use of its form-generation or submission tools.