Software Licence Agreement

• Authorised User — an individual employee, contractor, or agent of the Customer who is authorised by the Customer to access and use the Services.
• Customer Data — data, files, and content submitted to the Services by or on behalf of the Customer.
• Documentation — the user documentation for the Services published by FSM.
• Order — the online subscription form, Stripe checkout confirmation, or signed order form by which the Customer subscribes to the Services.
• Subscription Term — the period for which the Customer has paid or committed to pay for the Services, including any free trial and any renewal term.

Subject to this Agreement and receipt of applicable fees, FSM grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable licence, during the Subscription Term, for its Authorised Users to access and use the Services solely for the Customer's internal business purposes.

FSM may make a free trial of the Services available to the Customer. Unless stated otherwise at sign-up, trials are 14 days from the date of account creation. During a trial the Services are provided “as is” without any warranty and may be changed or terminated by FSM at any time. At the end of the trial the subscription will not automatically convert to a paid subscription unless the Customer has provided a payment method and agreed to paid terms.

The Customer must not, and must not permit any Authorised User to:

• use the Services to store or transmit infringing, defamatory, unlawful, or tortious material, or material in violation of third-party rights;
• use the Services to send unsolicited commercial email or material containing malware or harmful code;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services, except to the extent such restriction is prohibited by law;
• resell, sublicense, or otherwise make the Services available to any third party other than Authorised Users;
• interfere with or disrupt the integrity, performance, or security of the Services, attempt to gain unauthorised access to the Services or related systems, or conduct penetration testing without FSM's prior written consent;
• use the Services to build a competing product or to benchmark the Services without FSM's prior written consent;
• use the Services in violation of any applicable law or regulation, or the terms of any third-party service the Customer has connected to the Services (for example, the Customer's email provider).

FSM may suspend or terminate access on reasonable notice (or immediately where necessary to protect the Services or other customers) if the Customer breaches this section.

The Customer is responsible for:

• the acts and omissions of its Authorised Users and the accuracy and legality of Customer Data;
• obtaining all rights and consents necessary for FSM to process Customer Data as contemplated by this Agreement;
• managing Authorised User credentials, including enabling multi-factor authentication where available, and notifying FSM promptly of any suspected unauthorised access.

Fees for the Services are as set out at sign-up or in the Customer's Order. Unless stated otherwise, fees are quoted in New Zealand dollars and are exclusive of GST and other applicable taxes. The Customer authorises FSM (or its payment processor) to charge the nominated payment method on each renewal.

Subscriptions renew automatically for successive terms unless cancelled before the end of the then-current term. Fees are non-refundable except as expressly required by law or this Agreement. Late payments may attract interest at the rate permitted by law and FSM may suspend the Services for accounts more than 14 days in arrears.

FSM may change its fees on at least 30 days' notice, with changes taking effect from the next renewal.

As between the parties, FSM owns all right, title, and interest in and to the Services, the Documentation, and all related intellectual property. The Customer owns all right, title, and interest in and to Customer Data. The Customer grants FSM a limited, non-exclusive, worldwide licence to host, copy, transmit, and display Customer Data solely to the extent necessary to provide the Services and to comply with law.

FSM may collect and use aggregated and de-identified data derived from the operation of the Services to improve and develop its products, provided such data cannot reasonably be used to identify the Customer or any individual.

Each party (“Receiving Party”) will protect the confidential information of the other (“Disclosing Party”) using at least the same degree of care it uses to protect its own confidential information of like kind, and will use it only to perform its obligations under this Agreement. This obligation does not apply to information that is independently developed, already known, becomes public through no fault of the Receiving Party, or is disclosed as required by law.

FSM's processing of personal information is governed by the Privacy Policy, which is incorporated into this Agreement by reference. FSM will maintain appropriate technical and organisational measures designed to protect Customer Data against unauthorised access, loss, or alteration.

FSManager supports generating outbound email as a downloadable .eml file and, at the Customer's option, connecting to the Customer's own mailbox via IMAP/SMTP or Microsoft 365 OAuth to place drafts directly into the mailbox. Where the Customer enables a mailbox integration, FSM's access is limited to the minimum required to place drafts (and, if expressly enabled by the Customer, to send messages on behalf of the authenticated user). FSM does not read incoming mail or access unrelated mailbox data. See Section 7 of the Privacy Policy for full details on credential storage and revocation.

FSM will use commercially reasonable efforts to make the Services available on a 24×7 basis, excluding planned maintenance, force majeure events, and issues caused by third-party providers or the Customer's own network. FSM provides email-based support during New Zealand business hours.

FSM warrants that the Services will perform materially in accordance with the Documentation. The Customer's exclusive remedy for breach of this warranty is for FSM to correct the non-conforming Services within a reasonable time and, if FSM is unable to do so, to terminate the affected subscription and refund any prepaid fees covering the remainder of the Subscription Term.

Except as expressly stated, the Services are provided “as is” and FSM disclaims all other warranties, whether express, implied, or statutory, to the fullest extent permitted by law, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Consumer Guarantees Act 1993— Nothing in this Agreement limits rights the Customer has under the Consumer Guarantees Act 1993 where the Customer is acquiring the Services as a “consumer” as defined in that Act. Where the Customer is acquiring the Services for the purposes of a business, the parties agree that the Consumer Guarantees Act 1993 does not apply.

To the maximum extent permitted by law, neither party is liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, goodwill, or data, even if advised of the possibility of such damages.

Each party's aggregate liability arising out of or relating to this Agreement, whether in contract, tort, or otherwise, is limited to the total fees paid or payable by the Customer to FSM in the twelve (12) months immediately preceding the event giving rise to the liability. This limitation does not apply to liability for wilful misconduct, fraud, the Customer's payment obligations, or liability that cannot be excluded or limited by law.

By FSM.FSM will defend the Customer against any third-party claim that the Services, as provided by FSM and used in accordance with this Agreement, infringe that third party's intellectual property rights, and will pay damages finally awarded against the Customer or agreed in settlement, provided the Customer promptly notifies FSM of the claim, gives FSM sole control of the defence and settlement, and provides reasonable assistance.

By Customer.The Customer will defend FSM against any third-party claim arising from Customer Data, the Customer's breach of Section 4 (Acceptable Use) or Section 5 (Customer Responsibilities), or misuse of the Services by an Authorised User, and will pay damages finally awarded against FSM or agreed in settlement.

This Agreement begins when the Customer first accepts it and continues for the Subscription Term. Either party may terminate this Agreement for material breach that remains uncured 30 days after written notice. Either party may terminate immediately if the other becomes insolvent or enters liquidation.

On termination, the Customer's right to access the Services ends. FSM will, on request made within 30 days after termination, provide the Customer with an export of Customer Data in a reasonable format. Unless prohibited by law, FSM will delete Customer Data within 90 days after termination.

The following sections survive termination: 1 (Definitions), 6 (Fees for amounts accrued prior to termination), 7 (IP), 8 (Confidentiality), 12 (Warranties and disclaimers), 13 (Limitation of liability), 14 (Indemnification), 15 (Term and termination), 16 (Governing law and disputes), and 17 (General).

This Agreement is governed by the laws of New Zealand. The parties submit to the exclusive jurisdiction of the courts of New Zealand in Auckland. The parties will attempt in good faith to resolve any dispute by negotiation before commencing proceedings.

• Changes. FSM may update this Agreement from time to time. Material changes will be notified by email or an in-product notice at least 30 days in advance. Continued use of the Services after the effective date constitutes acceptance.
• Assignment.The Customer may not assign this Agreement without FSM's prior written consent. FSM may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.
• Force majeure. Neither party is liable for any delay or failure caused by events beyond its reasonable control.
• Notices. Notices to FSM must be sent to support@fsmdevelopments.co.nz. Notices to the Customer will be sent to the primary email address on the account.
• Entire agreement. This Agreement, together with the Privacy Policy and any applicable Order, is the entire agreement between the parties on its subject matter and supersedes any prior or contemporaneous understandings.
• Severability. If any provision is found unenforceable, the remainder continues in effect.