TERMS OF USE

In these Terms, the following definitions apply:

• Agreement means these Terms of Use together with any Order Form, Subscription confirmation, or other document incorporated by reference.
• Authorised User means any individual you authorise to access the Platform under your Subscription, including advisers, admin users, and support staff.
• Bluemint / we / us / our means Bluemint Co Technologies Limited, a company incorporated in New Zealand.
• Client Data means any data, records, documents, or information relating to your end clients that is uploaded to, generated by, or stored on the Platform.
• Commencement Date means the date on which your Subscription begins, as confirmed in your Order Form or account setup.
• Fees means the subscription fees and any other charges payable by you as set out in your Order Form or the current published pricing on our Website.
• Intellectual Property means all patents, trademarks, trade secrets, copyright, designs, software, algorithms, source code, documentation, and other proprietary rights.
• Loss includes any claim, damage, loss, liability, cost, or expense of any kind, including loss of profit, revenue, savings, data, goodwill, or opportunity.
• Platform means the Bluemint software platform, including all associated applications, APIs, tools, dashboards, and documentation.
• Subscription Period means the monthly or annual period for which your Subscription is active, commencing on the Commencement Date and renewing automatically unless cancelled.
• User ID means the login credentials assigned to an Authorised User to access the Platform.

2.1 These Terms govern your access to and use of the Website and the Platform.

2.2 By accessing or using the Website or Platform, you confirm that you have read, understood, and agree to be bound by these Terms.

2.3 If you do not agree to these Terms, you must not access or use the Website or Platform.

2.4 We may update these Terms at any time. Where changes are material, we will provide notice.

3.1 Subject to these Terms and payment of applicable Fees, we grant you a limited, non-exclusive, non-transferable licence to access and use the Platform for your internal business purposes.

3.2 The Platform is software-as-a-service and is not financial, legal, tax, or regulatory advice.

3.3 You remain responsible for the quality and compliance of any advice or decisions made using the Platform.

3.4 We will use commercially reasonable efforts to make the Platform available, subject to maintenance and events outside our control.

4.1 Your Subscription starts on the Commencement Date and continues for the Subscription Period unless cancelled under these Terms.

4.2 Subscriptions may be monthly or annual, as agreed in your Order Form or selected at sign-up.

4.3 Monthly subscriptions are billed in advance and require notice before the next renewal date to cancel.

4.4 Annual subscriptions are billed in advance for the term and are non-refundable except where required by law.

4.5 We may change Fees by giving reasonable prior notice.

5.1 Payment is due in advance of each Subscription Period. For monthly plans, payment is due on or before the first day of each billing month. For annual plans, payment is due in full on the Commencement Date and each anniversary thereof.

5.2 We will issue invoices electronically to the email address registered on your account. It is your responsibility to ensure your billing contact details are kept current.

5.3 Payment must be made within 7 days of the invoice date, unless otherwise agreed in writing. For auto-renewing subscriptions charged to a payment card, payment will be collected automatically on the renewal date.

5.4 Late payments: If any amount remains unpaid after the due date, we reserve the right to:

• charge interest on the overdue amount at a rate of 2% per month (or the maximum rate permitted by law, whichever is lower);
• suspend your access to the Platform without notice until the overdue amount (including any interest) is paid in full; and
• recover the overdue amount through collection agency or legal action, including reasonable recovery costs and legal fees.

5.5 You must not withhold or set off any amounts owed to us for any reason without our prior written consent.

5.6 If a payment is declined or fails (e.g. due to an expired card), we will notify you and allow a 5 business day grace period to update your payment method. If payment is not received within this period, we may suspend or terminate your Subscription in accordance with clause 15.

5.7 All amounts are stated in New Zealand Dollars (NZD) unless otherwise specified in your Order Form.

6.1 We may, at our discretion, offer a free trial period for new subscribers. Any free trial is subject to these Terms.

6.2 At the end of a free trial, your Subscription will automatically convert to a paid Subscription unless you cancel before the trial end date. We will notify you before the trial ends.

6.3 We reserve the right to modify or terminate free trial offers at any time without notice.

6.4 Promotional pricing, discounts, or special offers are valid only for the period specified and may not be combined with other offers unless expressly stated.

7.1 You agree to:

• provide accurate, current, and complete information when registering and using the Platform, and keep that information up to date;
• use the Platform only for lawful purposes and in accordance with these Terms;
• ensure that all Authorised Users comply with these Terms; and
• be responsible for all acts and omissions of your Authorised Users as if they were your own.

7.2 You are responsible for managing Authorised User access, including promptly revoking access for any person who leaves your organisation or no longer requires access.

7.3 Each User ID is personal to the Authorised User to whom it is assigned. You must not allow credentials to be shared between multiple individuals.

7.4 You must notify us immediately at support@bluemintco.com if you become aware of any unauthorised access to your account or any suspected security breach.

7.5 You are responsible for maintaining adequate backups of any data that is critical to your business, even where that data is held on the Platform.

7.6 You must ensure that your use of the Platform and the advice you generate using it complies with your obligations as a financial adviser, including any obligations under your Financial Advice Provider (FAP) licence.

8.1 You must not use the Platform to:

• upload, transmit, or store any content that is unlawful, fraudulent, misleading, defamatory, or in breach of any third-party rights;
• interfere with or disrupt the integrity, performance, or security of the Platform or its underlying systems;
• attempt to gain unauthorised access to any part of the Platform or any related systems or networks;
• introduce or transmit any virus, malware, ransomware, spyware, or other harmful code;
• use any automated tool (including bots, scrapers, or crawlers) to access or extract data from the Platform without our prior written consent;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform;
• sublicense, sell, resell, transfer, or otherwise make the Platform available to any third party except as expressly permitted;
• use the Platform in a way that violates any applicable law, regulation, or professional obligation; or
• use Client Data for any purpose other than the lawful provision of financial advice services to that client.

8.2 We reserve the right to investigate any suspected breach of this clause and to suspend or terminate access where a breach is confirmed or reasonably suspected.

9.1 Ownership of Client Data: As between you and us, you retain ownership of all Client Data. By uploading Client Data to the Platform, you grant us a limited, non-exclusive licence to host, process, and use that data solely for the purpose of providing the Platform services to you.

9.2 Data accuracy: You are solely responsible for the accuracy, completeness, and lawfulness of all Client Data you upload or input into the Platform. We are not responsible for errors, inaccuracies, or omissions in Client Data.

9.3 Privacy obligations: You must ensure that your collection, use, and sharing of personal information via the Platform complies with the New Zealand Privacy Act 2020, and that you have obtained all necessary consents from your clients.

9.4 Data security: We implement reasonable technical and organisational security measures to protect Client Data. However, no system is completely secure and we cannot guarantee that Client Data will be free from unauthorised access, disclosure, or loss.

9.5 Data location: Client Data may be stored on servers located in New Zealand or overseas. Where data is stored overseas, we will take reasonable steps to ensure it is protected by equivalent safeguards.

9.6 Data retention: We will retain Client Data for the duration of your Subscription Period. Following termination, we will retain data for a period of 30 days, during which you may request an export. After this period, we may permanently delete your data without further notice.

9.7 Data breach notification: If we become aware of a security breach that affects your Client Data, we will notify you as soon as reasonably practicable in accordance with applicable law.

10.1 All Intellectual Property in the Platform — including the software, algorithms, workflows, design, UI, documentation, and underlying technology — is owned exclusively by Bluemint Co Technologies Limited (or its licensors). These Terms do not transfer any ownership rights to you.

10.2 Your Subscription grants you a limited right to use the Platform as described in clause 3.1 only. No other rights are granted.

10.3 You must not copy, modify, adapt, distribute, or create derivative works based on any part of the Platform without our express prior written consent.

10.4 You retain all Intellectual Property rights in Client Data and any content you create using the Platform. By using the Platform, you grant us the right to use anonymised and aggregated data (which cannot identify you or your clients) to improve and develop our services.

11.1 Each party agrees to keep confidential all non-public information of the other party disclosed in connection with this Agreement (Confidential Information), and not to disclose it to any third party without prior written consent.

11.2 Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was already known to the recipient without restriction; (c) is independently developed without use of the disclosing party's information; or (d) is required to be disclosed by law or regulatory authority.

11.3 Each party may disclose Confidential Information to its employees, contractors, or advisers who have a need to know and are bound by equivalent confidentiality obligations.

11.4 This clause survives termination of the Agreement for a period of three (3) years.

12.1 The Platform is provided on an "as is" and "as available" basis. To the fullest extent permitted by applicable law, we disclaim all warranties, conditions, and representations of any kind, whether express, implied, or statutory.

12.2 We do not warrant that the Platform will be uninterrupted, error-free, or meet your specific business requirements.

12.3 You are solely responsible for all advice provided to your clients and for ensuring your use of the Platform complies with all legal and professional obligations.

13.1 To the maximum extent permitted by applicable law, our total aggregate liability to you under or in connection with this Agreement — whether in contract, tort (including negligence), statute, or otherwise — shall not exceed the total Fees paid by you to us in the three (3) months immediately preceding the event giving rise to the claim.

13.2 To the maximum extent permitted by applicable law, we shall not be liable (whether in contract, tort, negligence, or otherwise) for any:

• loss of profits, revenue, or anticipated savings;
• loss of business, contracts, or commercial opportunities;
• loss, corruption, or unauthorised disclosure of data;
• reputational damage or loss of goodwill;
• regulatory fines, penalties, or sanctions imposed on you;
• claims by your clients arising from advice you provided using the Platform; or
• any indirect, special, incidental, consequential, or punitive loss,

even if we have been advised of the possibility of such loss.

13.3 Nothing in these Terms limits or excludes liability that cannot be excluded or limited by law, including liability under the Consumer Guarantees Act 1993 (where applicable) and liability for fraud or wilful misconduct.

13.4 You acknowledge that the Fees reflect the allocation of risk set out in this clause, and that these limitations are a fundamental basis on which we offer the Platform at the published price points.

13.5 Where the Consumer Guarantees Act 1993 applies and you are acquiring the Platform for business purposes, you agree that guarantees and remedies under that Act are excluded to the extent permitted by section 43 of that Act.

14.1 You agree to indemnify, defend, and hold harmless Bluemint Co Technologies Limited and its directors, employees, contractors, and agents from and against any Loss arising from or in connection with:

• your breach of these Terms or any applicable law;
• your breach of any professional, regulatory, or fiduciary obligation owed to your clients;
• any claim by your clients arising from the advice you provided, whether or not generated using the Platform;
• the unauthorised use of any User ID issued to you or your Authorised Users;
• any inaccurate, incomplete, or misleading information or Client Data that you upload or input into the Platform; or
• any wilful misconduct or negligence by you or your Authorised Users.

15.1 Termination by you: You may cancel your Subscription at any time in accordance with clause 4.3 or 4.4. Cancellation takes effect at the end of the current Subscription Period. No refund is provided for any unused portion of a billing period.

15.2 Termination by us for cause: We may terminate your Subscription immediately by written notice if:

• you materially breach these Terms and fail to remedy the breach within 10 business days of receiving written notice;
• you fail to pay any Fees when due and the failure continues for more than 10 business days after written notice;
• you become insolvent, enter into receivership, liquidation, or any similar process; or
• we are required to do so by law or a regulatory authority.

15.3 Suspension: We may suspend your access to the Platform without notice if: (a) any payment is overdue, (b) we reasonably suspect a breach of the acceptable use policy, or (c) we are required to for security or legal reasons. We will restore access promptly upon resolution of the issue.

15.4 Effect of termination: Upon termination for any reason:

• your licence to use the Platform ends immediately;
• you must cease all use of the Platform and delete any locally stored copies;
• all outstanding Fees become immediately due and payable;
• we will provide a 30-day window during which you can request an export of your Client Data; and
• after 30 days, we may permanently delete your data.

15.5 Clauses 9, 10, 11, 13, 14, and 18 survive termination of this Agreement.

16.1 We continuously develop and improve the Platform. We may add, modify, or remove features at any time. Where a change materially reduces the functionality of the Platform, we will provide at least 14 days' notice.

16.2 We may carry out scheduled maintenance that temporarily interrupts access to the Platform. Where possible, we will provide advance notice of planned downtime.

16.3 We may retire or discontinue the Platform by giving you at least 90 days' written notice. In this event, we will provide a pro-rated refund of any pre-paid Fees for the period following discontinuation.

17.1 Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference and available at bluemintco.com/privacypolicy.

17.2 We handle all personal information in accordance with the New Zealand Privacy Act 2020.

17.3 Where you upload personal information about third parties (including your clients) to the Platform, you warrant that you have all necessary authority and consents to do so, and that your use of the Platform in relation to that information is lawful.

17.4 We will not use Client Data for any purpose other than providing the Platform services to you, except where required by law.

18.1 Governing law: These Terms are governed by the laws of New Zealand. Both parties submit to the non-exclusive jurisdiction of the New Zealand courts.

18.2 Dispute resolution: Before commencing legal proceedings, both parties agree to attempt to resolve any dispute in good faith through negotiation. If a dispute cannot be resolved within 20 business days of written notice, either party may pursue their legal remedies.

18.3 Force majeure: Neither party is liable for any failure or delay in performance caused by circumstances beyond their reasonable control, including acts of God, natural disasters, pandemic, government action, power failure, or internet outages. We will notify you promptly and take reasonable steps to minimise the impact.

18.4 Entire agreement: These Terms, together with your Order Form and our Privacy Policy, constitute the entire agreement between you and us regarding the Platform and supersede all prior agreements, representations, and understandings.

18.5 No waiver: A failure by either party to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision. Any waiver must be in writing to be effective.

18.6 Severability: If any provision of these Terms is found to be unlawful, void, or unenforceable, it will be severed or modified to the minimum extent necessary, and the remaining provisions will continue in full force.

18.7 Assignment: You may not assign, transfer, or subcontract any of your rights or obligations under these Terms without our prior written consent. We may assign this Agreement to any successor entity or in connection with a merger, acquisition, or sale of assets.

18.8 Notices: All formal notices under these Terms must be in writing and sent by email to the address on file. Notices to us should be sent to support@bluemintco.com. Notices are deemed received on the business day following the date of sending, provided no delivery failure notification is received.

18.9 Relationship of parties: The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

18.10 Rights of third parties: These Terms do not create any rights enforceable by third parties under the Contract and Commercial Law Act 2017 or otherwise.

Questions about these Terms?

Contact us at support@bluemintco.com or write to Bluemint Co Technologies Limited, Auckland, New Zealand.

These Terms of Use were last updated on 15 April 2025 and are effective from 20 March 2026. We recommend you retain a copy for your records.