Terms of Service

These Terms of Service (the "Terms") form a binding agreement between FernNola Limited (a New Zealand limited liability company, NZBN 9429053630490, hereafter "FernNola", "we", "us" or "our") and the business that installs, accesses, or uses any application we publish (each an "App", together the "Apps") ("you" or the "Customer").

These Terms apply to every App we publish. Each App also has a Schedule (the "Schedule") that fills in App-specific details such as the marketplace it is distributed through, the third-party services it integrates with, the Fees, the data flows, and any App-specific trademark notices. The applicable Schedule is published on the App's listing or settings page and is incorporated into these Terms by reference. If there is any inconsistency between these Terms and a Schedule, the Schedule prevails for that App.

By installing or using an App, you accept these Terms and the applicable Schedule on behalf of your business. If you do not accept them, do not install or use the App.

The Apps are offered exclusively to businesses for business purposes. You confirm that you are acquiring and using the Apps in trade and that section 43 of the Consumer Guarantees Act 1993 (NZ) and section 5D of the Fair Trading Act 1986 (NZ) apply (see clause 11).

• "App" means any FernNola application, including any updates, that is distributed through a Marketplace and that you install on your account.
• "Marketplace" means a third-party app marketplace through which an App is distributed (each App's Marketplace is named in the applicable Schedule).
• "Third-Party Services" means any external systems an App integrates with, including the Marketplace and any upstream platforms named in the applicable Schedule.
• "Customer Data" means data you make available to an App through the Third-Party Services, including contact, opportunity, pipeline, quote, estimate, job, and similar data.
• "Sync Metadata" means identifiers, mappings, timestamps, status flags, and audit/log records that an App stores to operate. Sync Metadata does not contain primary copies of Customer Data.
• "Subscription" means your paid plan to use an App, billed on a recurring basis, on the terms set out in the applicable Schedule.
• "Fees" means the amounts payable for your Subscription, as set out in the applicable Schedule and confirmed at checkout.

To use an App you must:

• Hold an active account on the Marketplace named in the applicable Schedule, with the permissions required to install third-party apps;
• Hold an active account on each upstream Third-Party Service named in the applicable Schedule, with the API access required by the App;
• Have authority to grant the App the OAuth scopes and API permissions it requests;
• Be legally capable of entering into a binding contract on behalf of your business.

You are responsible for keeping your Third-Party Service credentials secure and for all activity on those accounts. If you permit other users within your organisation to access or use an App, you are liable for their compliance with these Terms as if their acts and omissions were your own.

Subject to your compliance with these Terms and payment of the Fees, FernNola grants you a limited, non-exclusive, non-transferable, revocable licence during your Subscription to install and use the relevant App for your internal business operations.

You must not, and must not permit any third party to:

• Resell, sublicense, rent, lease, or commercialise access to the Apps;
• Reverse engineer, decompile, or attempt to derive source code from the Apps, except to the extent that this restriction is prohibited by applicable law;
• Use an App to build a competing product;
• Bypass, disable, or interfere with security features, rate limits, or audit logging;
• Use an App in violation of any applicable law, the Marketplace's terms of service, or the terms of service of any other Third-Party Service.

5.1 Pricing

The Fees, billing currency, and billing period for each App are set out in the applicable Schedule and confirmed at checkout. Unless stated otherwise, Fees are exclusive of taxes (including New Zealand GST where applicable).

5.2 Recurring billing

Subscriptions automatically renew at the end of each billing period at the then-current rate, unless cancelled before the renewal date.

5.3 Billing relationship

Fees may be billed by FernNola directly or via the Marketplace's developer billing arrangements, as specified in the applicable Schedule. Where the Marketplace collects Fees on our behalf, the relevant Marketplace payment terms also apply to the payment transaction.

5.4 Late or failed payments

If a payment fails or is more than 14 days overdue, we may suspend access to the relevant App without notice and may terminate your Subscription under clause 10.

5.5 Refunds

Except where required by law, Fees are non-refundable. If you cancel mid-billing-period, you retain access until the end of the period and are not entitled to a pro-rata refund.

5.6 Price changes

We may change the Fees by giving you at least 30 days' notice before your next renewal. Continued use after the new Fees take effect constitutes acceptance.

6.1 What the Apps do with data

Each App reads Customer Data from one or more Third-Party Services, performs configured operations, and writes results back to one or more Third-Party Services. Each App stores Sync Metadata to operate. The data flow specific to each App, including the categories of Customer Data accessed and any short retention windows for diagnostic logging, is described in the applicable Schedule.

6.2 Your ownership

As between you and FernNola, you own all Customer Data. You grant FernNola a limited licence to access, copy, transmit, and process Customer Data solely to operate the Apps, provide support, and comply with law.

6.3 Your responsibilities

You are responsible for:

• The lawfulness of the Customer Data you process through the Apps, including obtaining all necessary consents from your contacts and end customers under applicable privacy law (e.g., the New Zealand Privacy Act 2020, the Australian Privacy Act 1988, the EU/UK GDPR, or the CCPA);
• Configuring the Apps appropriately for your business;
• Keeping your Third-Party Service accounts secure.

6.4 Privacy

Our handling of personal information is described in our Privacy Policy. The Privacy Policy forms part of these Terms.

6.5 Security

We use industry-standard administrative, technical, and physical safeguards designed to protect Customer Data and Sync Metadata, but no system is perfectly secure. You are responsible for evaluating whether the security posture of an App meets your needs.

6.6 Sub-processors

We may use third-party service providers to host and operate the Apps (for example, cloud infrastructure, error monitoring, and email delivery). A current list of sub-processors is available on request from support@fernnola.com.

The Apps are integrations that depend on Third-Party Services. You acknowledge that:

• The Marketplace and any upstream Third-Party Services are independent third-party services governed by their own terms and privacy policies, which you must comply with separately;
• FernNola does not control any Third-Party Service and is not responsible for its availability, performance, security, content, or any changes it makes to its APIs;
• Outages, rate limits, API changes, or feature deprecations on any Third-Party Service may degrade or interrupt an App, and that is not a breach of these Terms by us;
• We may change, deprecate, or remove App functionality if a Third-Party Service changes the underlying capabilities the App relies on.

All third-party trademarks, service marks, and brand names referenced in our Apps, listings, marketing materials, or Schedules are the property of their respective owners. FernNola is not affiliated with, endorsed by, or sponsored by any Third-Party Service or its operator unless expressly stated in writing.

The trademarks and entity names specifically associated with each App are listed in the applicable Schedule.

You must not use any App to:

• Send unsolicited communications or otherwise breach anti-spam laws (including the NZ Unsolicited Electronic Messages Act 2007, US CAN-SPAM Act, AU Spam Act 2003, or EU GDPR/ePrivacy);
• Process special categories of personal data (e.g., health, biometric, criminal-history, or financial-account data) without first putting an appropriate data processing arrangement in place with us;
• Engage in fraudulent, deceptive, harassing, or harmful activity;
• Interfere with, overload, or disrupt the App, its underlying infrastructure, or any Third-Party Service.

We may suspend access if we reasonably believe your use breaches this clause.

10.1 Termination by you

You may cancel your Subscription at any time from the App's settings page or by contacting support@fernnola.com. Cancellation stops the next renewal but does not refund the current period.

10.2 Termination by us for cause

We may suspend or terminate your access immediately if you breach these Terms, fail to pay Fees, use an App in a way that exposes us or any Third-Party Service to legal or operational risk, or if you become insolvent, enter liquidation, receivership, voluntary administration, or any analogous proceeding.

10.3 Termination for convenience

Either party may terminate any Subscription on 30 days' written notice for any reason.

10.4 Effect of termination

On termination of a Subscription:

• Your access to the relevant App ends;
• We will, on request made within 30 days of termination, return or delete Sync Metadata associated with your account for that App, unless retention is required by law;
• Clauses 5.5 (no refunds), 6.2 (data ownership), 8 (trademarks), 11 (warranties), 12 (liability), 13 (indemnity), and 17 (governing law) survive termination.

11.1 Limited service warranty

We will provide the Apps with reasonable skill and care. We aim to maintain reasonable availability of the Apps, but we do not guarantee uninterrupted or error-free operation. The Apps depend on Third-Party Services and infrastructure that are outside our control.

11.2 Disclaimer

Except as expressly set out in clause 11.1, and to the maximum extent permitted by law, the Apps are provided "as is" and "as available". We disclaim all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, accuracy, non-infringement, and uninterrupted operation.

11.3 Contracting out - Consumer Guarantees Act 1993 (NZ)

You confirm that you are acquiring and supplying the Apps for the purposes of a business and that the parties agree under section 43(2) of the Consumer Guarantees Act 1993 (NZ) that the guarantees in that Act do not apply to the supply of the Apps. Both parties acknowledge that this contracting out is fair and reasonable, having regard to the commercial nature of the supply.

11.4 Contracting out - Fair Trading Act 1986 (NZ)

Each party also agrees, under section 5D of the Fair Trading Act 1986 (NZ), that sections 9, 12A, 13, and 14(1) of that Act do not apply to communications between the parties relating to the Apps. Both parties acknowledge that this contracting out is fair and reasonable, having regard to the commercial sophistication of both parties and the value and nature of the supply.

12.1 Excluded losses

To the maximum extent permitted by law, neither party is liable for any indirect, special, consequential, or incidental loss, including loss of profit, revenue, business opportunity, goodwill, or data, even if advised of the possibility of such loss.

12.2 Aggregate cap

To the maximum extent permitted by law, FernNola's total aggregate liability arising out of or in connection with the Apps and these Terms (whether in contract, tort, statute, or otherwise) is limited to the total Fees paid by you to FernNola for the relevant App in the 12 months immediately before the event giving rise to the claim.

12.3 Carve-outs

The exclusions and cap in this clause 12 do not apply to a party's indemnity obligations under clause 13, breach of confidentiality, infringement of the other party's intellectual property, or liability that cannot be limited by law.

You indemnify FernNola against all losses, damages, costs, and expenses arising from or in connection with:

• Your breach of these Terms or any Schedule;
• Your use of the Apps in a way not authorised by these Terms;
• The Customer Data you process through the Apps, including any claim that it infringes a third party's rights or breaches privacy or anti-spam law.

Each party will protect the other's Confidential Information using at least the same degree of care it uses to protect its own confidential information (and in any case no less than a reasonable degree of care). Confidential Information does not include information that is publicly known, independently developed, or rightfully received from a third party.

15.1 The Apps

We may add, remove, or change App features at any time. We will use reasonable efforts to notify you of material changes that adversely affect your use.

15.2 These Terms and Schedules

We may change these Terms or any Schedule by posting an updated version on the relevant App's listing or our website and giving at least 14 days' notice for material changes. Continued use after the changes take effect is acceptance.

We may offer features marked as "beta", "preview", or "experimental". Beta features are provided as-is, may change or be removed at any time, and are excluded from any warranty or service-level commitment.

These Terms and each Schedule are governed by the laws of New Zealand. The parties submit to the exclusive jurisdiction of the courts of New Zealand. Before commencing court proceedings, the parties will attempt in good faith to resolve any dispute by direct discussion for at least 30 days. If direct discussion does not resolve the dispute, either party may refer it to mediation administered by the Resolution Institute (or a successor body) before filing proceedings. Nothing in this clause prevents either party from seeking urgent injunctive or interim relief from a court at any time.

18.1 Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages of any Third-Party Service.

18.2 Notices

Notices to FernNola must be sent to support@fernnola.com. Notices to you may be sent to the email address associated with your Marketplace account or Subscription.

18.3 Assignment

You may not assign these Terms without our written consent. We may assign these Terms in connection with a sale, merger, or restructure.

18.4 No partnership

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties.

18.5 Severability

If any provision is held unenforceable, the remaining provisions continue in full force.

18.6 Entire agreement

These Terms, together with the Privacy Policy and the applicable Schedule, form the entire agreement between the parties about the relevant App and supersede all prior discussions and agreements on that subject.