Version 1.0 | Effective Date: [DATE]
Governing jurisdiction: New Zealand
Note to legal review: These terms are structured for four deployment tiers (Trial/Starter/Pro, Enterprise-Shared, Enterprise-Managed, Enterprise-Self-Hosted/Reseller). Sections that apply only to specific tiers are labelled. Before publishing, have a NZ-qualified solicitor review liability caps, the reseller addendum, and any country-specific annexes.
"Agreement" means these Terms and Conditions together with any Order Form, Statement of Work (SOW), or Schedule agreed in writing between the parties.
"Authorised Users" means the individuals you permit to access the Service under your account, up to the limit for your Plan.
"Company" / "we" / "us" means Blazor Forge Ltd., a company incorporated in New Zealand (NZBN: [INSERT]), trading as Sales2Paid™.
"Customer" / "you" means the entity or individual that subscribes to the Service.
"Customer Data" means all data, content, and information submitted to the Service by or on behalf of the Customer or its Authorised Users.
"Documentation" means any user guides, help articles, or technical specifications we publish for the Service.
"Enterprise-Managed Deployment" means an Enterprise tier where the Company operates an isolated instance of the Service on infrastructure controlled by the Customer or a third-party cloud provider nominated by the Customer, as described in Section 18.
"Enterprise-Self-Hosted / Reseller Deployment" means an Enterprise tier where the Customer operates the Service software on its own infrastructure and may sub-licence it to third parties, as described in Section 19.
"Enterprise-Shared Deployment" means an Enterprise tier where the Customer's isolated tenant runs on Sales2Paid's shared cloud infrastructure, as described in Section 17.
"Fees" means the subscription or usage fees set out on the Pricing Page or in an Order Form.
"Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, database rights, and any other proprietary rights anywhere in the world.
"Order Form" means a written or electronic order signed or accepted by both parties that specifies the Plan, number of Authorised Users, Fees, and any special terms.
"Personal Information" has the meaning given in the New Zealand Privacy Act 2020, and equivalent meaning under applicable privacy laws in other jurisdictions.
"Plan" means the subscription tier selected: Trial, Starter, Pro, Enterprise-Shared, Enterprise-Managed, or Enterprise-Self-Hosted/Reseller.
"Pricing Page" means https://sales2paid.com/features or such other URL as we designate.
"Service" means the Sales2Paid™ software-as-a-service platform, including the CRM, project delivery, invoicing, and related modules, accessed via the web application or API.
"Service Level Agreement (SLA)" means the uptime and support commitments set out in Schedule A (for plans that include an SLA).
"Start Date" means the date you first activate your account or, for Enterprise plans, the date stated in the Order Form.
"Subscription Term" means the period for which you have purchased access, as stated in your Order Form or, for monthly self-serve plans, the current billing month.
By clicking "I agree", completing our sign-up flow, or continuing to use the Service after we publish updated terms, you confirm that:
(a) you have read and understood this Agreement;
(b) you have authority to bind the Customer; and
(c) you agree to be bound by this Agreement.
If you do not agree, do not use the Service.
3.1 You must provide accurate, complete, and current information when registering and keep it updated.
3.2 You are responsible for all activity under your account and must keep your credentials confidential. Notify us immediately at security@sales2paid.com if you suspect unauthorised access.
3.3 One account may not be shared across different organisations. Each organisation must maintain its own account.
3.4 You must be at least 18 years old (or the age of majority in your jurisdiction) to create an account.
| Plan | Authorised Users | SLA | Trial Period |
|---|---|---|---|
| Trial | Up to 5 | None | 14 days |
| Starter | Up to 5 | Business-hours support | None |
| Pro | Up to 20 | Standard (see Schedule A) | None |
| Enterprise-Shared | Unlimited | Enhanced (see Schedule A) | By agreement |
| Enterprise-Managed | Unlimited | Custom (in SOW) | By agreement |
| Enterprise-Self-Hosted/Reseller | Unlimited | Custom (in SOW) | By agreement |
Exceeding your user limit is a material breach. We may prompt you to upgrade rather than immediately suspending service, but we reserve the right to restrict access until you bring your account into compliance.
Sales2Paid offers four data hosting tiers to match your regulatory requirements and privacy risk tolerance. The tier that applies to your workspace is selected at application time and confirmed in your Order Form. Each tier is priced differently; contact us for current rates on add-on tiers.
All tiers use infrastructure that is non-US-headquartered. None of the providers Sales2Paid uses are subject to the US CLOUD Act.
| Tier | Included in | Infrastructure | Data location | CLOUD Act exposure | Five Eyes reach |
|---|---|---|---|---|---|
| Level 0 — Standard | All plans (default) | Best-available provider selected by Sales2Paid for cost and performance | Not guaranteed — varies by provider region | None (all providers are non-US) | Possible — depends on DC region |
| Level 1 — Data Sovereign | Add-on | SiteHost (NZ, AU, SG, EU) — NZ-headquartered provider | Contractually in your country or region | None (SiteHost is NZ-HQ) | Possible if NZ, AU, or UK DC (Five Eyes members) |
| Level 2 — CLOUD Act Immune | Add-on | SiteHost NZ/AU · OVHcloud AU/SG · UpCloud AU/SG | Contractually in your chosen region (NZ, AU, SG) | None (NZ, French, or Finnish HQ providers) | Possible — NZ and AU are Five Eyes members; SG has bilateral treaties |
| Level 3 — Maximum Privacy | Premium add-on | UpCloud Helsinki/Frankfurt · OVHcloud Strasbourg/Frankfurt | EU only — contractually guaranteed, no cross-border transfer | None — Finnish and French HQ, outside US jurisdiction entirely | None — Finland and France are not Five Eyes members |
4A.1 Trial data. Trial workspaces may be hosted at Level 0 regardless of the tier requested. On conversion to a paid plan, data is migrated to the ordered tier region and deleted from the trial location.
4A.2 Level 3 GDPR. Level 3 (EU hosting) supports GDPR compliance — data never leaves the EU. Cross-border government data requests must proceed via MLAT (Mutual Legal Assistance Treaty) and are subject to CJEU oversight.
4A.3 No absolute immunity. No hosting tier provides absolute immunity from government access. Every country has national security provisions that can compel access in extreme circumstances. Level 3 provides the strongest commercially available protection but does not eliminate signals intelligence risk (e.g., cable interception or bulk collection by state agencies).
4A.4 UK datacentres. No tier uses UK datacentres. The UK Investigatory Powers Act 2016 (IPA) gives UK intelligence agencies broad interception powers, including the ability to compel software modification for surveillance, with limited judicial oversight and no GDPR backstop post-Brexit.
4A.5 Self-hosted option. Enterprise-Self-Hosted/Reseller customers operate Sales2Paid on their own infrastructure. In that case, data residency and government access risk are entirely under the customer's control. See Section 19.
5.1 Free trial. The Trial Plan is provided free of charge for 14 days from your Start Date.
5.2 No SLA. The Service is provided "as is" during the Trial with no uptime guarantee and no support commitment beyond best-efforts email support.
5.3 Automatic expiry. Your Trial expires at the end of day 14 unless you upgrade to a paid Plan. We will remind you at days 10 and 14.
5.4 Data on expiry. If you do not upgrade within 7 days after Trial expiry, we may delete your Customer Data. We will provide at least 7 days' written notice before deletion. We have no obligation to retain data from an expired trial.
5.5 No automatic charge. We will not charge you at the end of the Trial without your explicit action to upgrade.
6.1 Subscription. Starter and Pro Plans are billed monthly in advance via the payment processor (Stripe). Annual billing options may be available and will be stated on the Pricing Page.
6.2 Payment. You authorise us (via Stripe) to charge your nominated payment method on each renewal date. All prices are in NZD unless otherwise stated. Where prices are displayed in AUD, GBP, or USD, the exchange rate is determined at the time of charge.
6.3 Upgrades. You may upgrade to a higher plan at any time; the pro-rata difference is charged immediately.
6.4 Downgrades. Downgrades take effect at the next renewal date. You remain on your current plan until then.
6.5 Cancellation. Cancel any time in the billing portal. Access continues to the end of your current billing period. No refunds are provided for unused time except as required by law (see Section 22 for Australian Consumer Law and Section 23 for UK Consumer Rights).
6.6 Failed payment. If payment fails, we will retry and notify you. After three failed attempts over 7 days, we may suspend your account. Access is restored once payment is made.
6.7 Price changes. We will give at least 30 days' written notice of price increases. Your continued subscription after the notice period constitutes acceptance.
7.1 You must use the Service only for lawful purposes and in accordance with this Agreement, our Documentation, and any applicable law.
7.2 You must not:
(a) Resell, sublicense, or provide access to the Service to third parties, except as expressly permitted under an Enterprise-Self-Hosted/Reseller Plan;
(b) Reverse-engineer, decompile, or attempt to extract source code from the Service;
(c) Use the Service to store or transmit malware, illegal content, or content that infringes third-party rights;
(d) Use automated means to scrape, crawl, or extract data from the Service beyond the published API rate limits;
(e) Attempt to circumvent any security or access control mechanism;
(f) Impersonate another person or entity;
(g) Send unsolicited commercial communications (spam) through the Service's outreach or email features;
(h) Use the Service in a manner that degrades service for other customers.
7.3 We may investigate suspected breaches and suspend your account if we reasonably believe a breach is occurring. We will notify you as soon as practicable and give you a reasonable opportunity to remedy the breach before permanent termination, except where the breach involves illegal activity, security risk, or harm to others.
8.1 We and our licensors own all Intellectual Property Rights in the Service, including the software, algorithms, user interface, branding, and Documentation.
8.2 We grant you a non-exclusive, non-transferable, limited licence to access and use the Service during the Subscription Term solely for your internal business purposes and in accordance with this Agreement.
8.3 Nothing in this Agreement transfers any ownership of our Intellectual Property to you.
8.4 Trade marks. Sales2Paid™ is a trade mark of Blazor Forge Ltd. Trade mark applications for Sales2Paid are pending in New Zealand and Australia. The ™ symbol is used pending registration; upon registration the ® symbol will apply in the relevant jurisdiction. You must not use, register, or apply for any trade mark, business name, or domain name that is identical or confusingly similar to Sales2Paid™ or any other mark of Blazor Forge Ltd. without our prior written consent.
9.1 You retain all Intellectual Property Rights in your Customer Data.
9.2 You grant us a limited, non-exclusive licence to host, copy, transmit, and process your Customer Data solely to provide and improve the Service.
9.3 You are responsible for ensuring you have all rights necessary to submit Customer Data to the Service and that doing so does not violate any third-party rights or applicable law.
9.4 We do not use your Customer Data to train machine-learning models or for any purpose unrelated to providing the Service to you.
10.1 Each party may disclose confidential information to the other in connection with this Agreement ("Confidential Information"). Confidential Information includes the terms of this Agreement, Customer Data, and any non-public technical or business information.
10.2 Each party must: (a) keep the other's Confidential Information confidential; (b) use it only for the purposes of this Agreement; (c) disclose it only to employees or contractors who need to know and are bound by equivalent confidentiality obligations.
10.3 These obligations do not apply to information that is: (a) publicly known through no breach by the receiving party; (b) independently developed; (c) received from a third party without restriction; or (d) required to be disclosed by law, provided the disclosing party gives prior written notice where possible.
11.1 We implement reasonable technical and organisational security measures appropriate to the risk of the Service, including encryption in transit and at rest, access controls, and regular security reviews.
11.2 You are responsible for the security of your account credentials, your Authorised Users' conduct, and any data you export from the Service.
11.3 In the event of a confirmed data breach affecting your Customer Data, we will notify you without undue delay and in accordance with applicable law (NZ Privacy Act 2020 s113; AU Privacy Act 1988 Part IIIC; UK GDPR Art. 33).
12.1 Trial and Starter Plans. We aim for reasonable availability but make no uptime guarantee. Planned and unplanned maintenance may occur without notice.
12.2 Pro and Enterprise Plans. Uptime commitments and support response times are set out in Schedule A. We will give at least 48 hours' notice of planned maintenance windows that may affect availability during business hours.
12.3 Force Majeure. We are not liable for unavailability caused by circumstances beyond our reasonable control, including natural disasters, pandemic, third-party infrastructure failures (e.g., cloud provider outages), or cyberattacks.
The Service integrates with third-party services including Stripe (payments), Xero (accounting), Apollo.io (enrichment), and email/SMS providers. These integrations are provided for your convenience. We are not responsible for the availability, accuracy, or conduct of third-party services. Your use of third-party services is subject to their own terms.
14.1 Exclusion of consequential loss. To the maximum extent permitted by law, neither party is liable to the other for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of data, or business interruption, however arising.
14.2 Cap on direct liability. Our total aggregate liability to you for all claims arising under or in connection with this Agreement is limited to the greater of: (a) the total Fees paid by you in the 12 months preceding the claim; or (b) NZD $500.
14.3 Exceptions. Nothing in this Agreement excludes or limits either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot lawfully be excluded or limited.
14.4 Consumer guarantees (Australia). If you are a consumer under the Australian Consumer Law (ACL) and the Service is acquired for personal, domestic, or household purposes, nothing in these terms limits any guarantee, right, or remedy you have under the ACL that cannot lawfully be excluded.
14.5 Consumer rights (UK). If you are a consumer under the Consumer Rights Act 2015 (UK), nothing in these terms limits any statutory right you have that cannot lawfully be excluded.
You will indemnify, defend, and hold harmless the Company, its directors, employees, and agents from any claim, loss, damage, or expense (including reasonable legal costs) arising out of: (a) your Customer Data; (b) your breach of this Agreement; (c) your violation of applicable law; or (d) any claim that your use of the Service infringes a third party's rights.
16.1 By you. You may cancel your Plan at any time via the billing portal. Cancellation takes effect at the end of the current billing period.
16.2 By us — for cause. We may suspend or terminate your account immediately if: (a) you materially breach this Agreement and fail to remedy within 14 days of written notice; (b) you become insolvent or enter receivership; (c) your continued use poses a security risk or legal liability to us or other customers; or (d) we are required to do so by law.
16.3 By us — discontinuation. If we discontinue the Service entirely, we will give at least 90 days' written notice. Where reasonably practicable we will provide a data export facility.
16.4 Effect of termination. On termination: (a) all licences granted under this Agreement cease; (b) you must cease use of the Service; (c) we will retain your Customer Data for 30 days and then delete it, unless you request an export before that time; (d) all accrued payment obligations survive.
These terms apply in addition to the General Terms above where your Plan is Enterprise-Shared.
17.1 Your tenant runs as an isolated instance on Sales2Paid's cloud infrastructure. Your data is logically and physically separated from other tenants — each tenant has its own dedicated database. The default infrastructure provider is SiteHost (New Zealand), a NZ-headquartered company not subject to the US CLOUD Act.
17.2 The SLA commitments in Schedule A (Enhanced tier) apply.
17.3 You may request a custom domain (e.g., crm.yourcompany.com) at no additional charge subject to DNS configuration requirements we will provide.
17.4 Data hosting tier. The default tier is Level 1 (Data Sovereign — SiteHost NZ or AU). Customers requiring Level 2 (CLOUD Act Immune — UpCloud or OVHcloud AU/SG) or Level 3 (Maximum Privacy — UpCloud or OVHcloud EU) may select these at application time or by contacting us. See Section 4A for tier descriptions. Tier upgrades may incur additional fees and require data migration.
17.5 API access and inbound webhook endpoints are included as described in the Documentation.
These terms apply in addition to the General Terms above where your Plan is Enterprise-Managed.
18.1 Scope. Under an Enterprise-Managed Deployment, we operate and maintain a dedicated instance of the Service on infrastructure you control or nominate. The specific scope, infrastructure requirements, and support obligations are set out in a Statement of Work (SOW) agreed by both parties.
18.2 Infrastructure responsibility. You are responsible for: (a) providing and maintaining the agreed infrastructure with sufficient capacity; (b) network connectivity and firewall rules as specified in the SOW; (c) paying any third-party infrastructure costs directly.
18.3 Managed services. We are responsible for: (a) deploying updates and patches on the agreed schedule; (b) monitoring availability and responding to incidents within the SLA response times in the SOW; (c) maintaining backups per the backup schedule in the SOW.
18.4 Access. You grant us secure remote access (e.g., VPN, SSH key) as required to perform the managed services. We will not access your infrastructure for any purpose beyond what is necessary for the managed services.
18.5 Data sovereignty. Your Customer Data remains within the infrastructure you provide. We do not copy or transmit it to our own systems except as required to provide the Service.
18.6 Fees. Enterprise-Managed Fees are set out in the Order Form and may include a setup fee, monthly management fee, and a professional services rate for out-of-scope work.
18.7 Minimum term. Enterprise-Managed Deployments have a minimum initial term of 12 months from the date of go-live unless otherwise stated in the Order Form.
18.8 Termination. On termination, we will provide reasonable assistance (up to 20 hours included) to hand over operations to you or your nominated successor. Additional assistance is available at our professional services rate.
These terms apply in addition to the General Terms above where your Plan is Enterprise-Self-Hosted/Reseller.
19.1 Scope. Under this tier, we license the Service software to you for deployment on your own infrastructure and/or for sub-licensing to your customers ("End Customers") as part of your own product or service.
19.2 Software licence. Subject to payment of the Fees and compliance with this Agreement, we grant you a non-exclusive, non-transferable, limited licence to: (a) install and operate the Service software on infrastructure you control; and (b) sub-license access to the Service to End Customers as permitted in your Order Form.
19.3 Restrictions. You must not: (a) rebrand the Service in a manner that removes or obscures our copyright notices without our prior written consent; (b) sub-license the Service to End Customers under terms that grant more rights than those granted to you; (c) exceed the maximum number of End Customer tenants stated in your Order Form.
19.4 Your obligations to End Customers. You are solely responsible for: (a) entering into written agreements with your End Customers that include protections for us at least equivalent to those in this Agreement; (b) providing first-line support to your End Customers; (c) ensuring your End Customers comply with acceptable use obligations equivalent to Section 7; (d) collecting any Personal Information from End Customers in compliance with applicable privacy law and informing them how their data is processed.
19.5 Our obligations to you. We will provide: (a) a private container image registry or equivalent delivery mechanism for software updates; (b) release notes and change logs for each update; (c) second-line technical support to you (not your End Customers directly) as specified in the SOW.
19.6 Updates and patches. You must apply critical security patches within 30 days of release. Failure to maintain a supported version within 90 days of release may void our support obligations.
19.7 Audit rights. We may, on reasonable notice and not more than once per 12 months, audit your use of the software to verify compliance with the licence.
19.8 Transfer. You may not transfer this licence or assign this Agreement to a third party without our prior written consent, which will not be unreasonably withheld.
19.9 Fees. Reseller Fees are set out in the Order Form and are typically structured as a per-tenant or per-user royalty, payable monthly. You may set your own prices to End Customers.
19.10 Branding. Subject to our prior written approval, you may white-label the Service under your own brand. Our trade marks and copyright notices must be retained in all instances unless we have agreed otherwise in writing.
20.1 Service. We may add, modify, or remove features of the Service. We will give reasonable notice for material changes. We will not reduce core functionality in a way that materially impairs your legitimate use without at least 60 days' notice and an opportunity to terminate and receive a pro-rata refund of prepaid Fees.
20.2 Terms. We may update these Terms at any time. We will notify you by email and by posting the new version at https://sales2paid.com/terms with the updated effective date. If you continue using the Service 30 days after the notice, you are deemed to have accepted the updated Terms. If you object, you may terminate and receive a pro-rata refund of prepaid Fees.
21.1 This Agreement is governed by the laws of New Zealand.
21.2 Any dispute that cannot be resolved by good-faith negotiation will be referred to mediation under the AMINZ Mediation Rules before either party may commence court proceedings.
21.3 Subject to 21.2, the parties submit to the exclusive jurisdiction of the courts of New Zealand.
21.4 Nothing in this section prevents either party from seeking urgent interlocutory relief.
22.1 For customers located in Australia, the Australian Consumer Law (ACL) as contained in Schedule 2 to the Competition and Consumer Act 2010 (Cth) may apply. Nothing in these Terms limits any ACL consumer guarantee that cannot lawfully be excluded.
22.2 If the ACL applies and we fail to comply with a consumer guarantee, your remedies include a repair, replacement, refund, or compensation for reasonably foreseeable loss, depending on whether the failure is major or minor.
22.3 Our Privacy Policy describes how we handle Personal Information in accordance with the Australian Privacy Principles (APPs) under the Privacy Act 1988 (Cth).
23.1 For customers located in the United Kingdom, the Consumer Rights Act 2015 and the Supply of Goods and Services Act 1982 may apply. Nothing in these Terms limits any statutory right you have under UK law that cannot lawfully be excluded.
23.2 Our Privacy Policy describes how we handle Personal Information in accordance with the UK GDPR and the Data Protection Act 2018.
23.3 If you are a UK consumer and wish to raise a dispute, you may contact the Citizens Advice Bureau or use an alternative dispute resolution body.
24.1 Entire Agreement. This Agreement (including all Schedules and any Order Form) constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements.
24.2 Severability. If any provision is found invalid or unenforceable, the remainder continues in force.
24.3 Waiver. Failure to enforce any provision is not a waiver of the right to enforce it later.
24.4 Assignment. You may not assign this Agreement without our prior written consent. We may assign this Agreement (including in connection with a merger, acquisition, or sale of assets) provided we give you written notice and the assignee agrees to be bound by these Terms.
24.5 Notices. Notices to us must be sent to legal@sales2paid.com. Notices to you will be sent to the email address on your account.
24.6 No partnership. Nothing in this Agreement creates a partnership, joint venture, or agency relationship.
24.7 Subcontracting. We may subcontract delivery of the Service to third parties (e.g., cloud infrastructure providers) provided we remain responsible for those subcontractors' performance.
| Plan | Monthly Uptime Target |
|---|---|
| Pro | 99.5% |
| Enterprise-Shared | 99.9% |
Uptime is calculated as: (total minutes in month − downtime minutes) / total minutes × 100.
Excluded from downtime calculation: planned maintenance windows; force majeure events; failures caused by your actions or third-party services outside our control.
| Priority | Description | Pro | Enterprise-Shared |
|---|---|---|---|
| P1 — Critical | Service unavailable or data loss | 4 business hours | 2 hours (24/7) |
| P2 — High | Core feature degraded | 1 business day | 4 business hours |
| P3 — Medium | Non-critical issue | 3 business days | 1 business day |
| P4 — Low | General question / feature request | 5 business days | 3 business days |
Business hours: 8 am – 6 pm NZT, Monday – Friday, excluding NZ public holidays.
Enterprise-Shared P1 response times are 24/7. All other Enterprise-Shared tiers are business hours unless otherwise agreed.
If we fail to meet the uptime target in any calendar month, we will apply a service credit to your account:
| Actual uptime | Credit (% of monthly fee) |
|---|---|
| 99.0% – 99.5% (Pro) / 99.5% – 99.9% (Ent) | 10% |
| 95.0% – 98.9% | 25% |
| Below 95.0% | 50% |
Credits are your sole remedy for uptime failures. Credits do not apply if you are in breach of this Agreement or if the failure results from your own actions.
To claim a credit, submit a request to support@sales2paid.com within 14 days of the end of the affected month.
To be completed if you are subject to the NZ Privacy Act 2020, AU Privacy Act 1988, or UK GDPR and require a formal data processing agreement. Contact privacy@sales2paid.com.
Blazor Forge Ltd. (trading as Sales2Paid™) | legal@sales2paid.com
Registered in New Zealand | NZBN: 9429053682789
Sales2Paid™ is a trade mark of Blazor Forge Ltd., with applications pending in New Zealand and Australia.