These White Label SaaS Partner Terms and Conditions (Terms) create a legally binding agreement between iCollect Limited, a company incorporated in New Zealand (NZBN: 9429047702103) (iCollect) and the collection agency entity accepting these Terms or using the Services  (you or your).

By clicking the ‘accept’ button, or by accessing or using the Services, you agree to be bound by these Terms.  If you are accepting these Terms on behalf of an entity, such as the company you work for, then you represent to iCollect that you have the legal authority to bind you to these Terms. If you do not wish to agree to these Terms, you must stop using the Services.

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1. DEFINITIONS AND INTERPRETATION
   
   1. All capitalised terms used in these Terms have the meaning given below:
      
      API Credentials means all API keys, credentials, tokens, passwords, authentication materials, access codes, and other security credentials provided by iCollect to enable your access to and use of the Platform via API.
      
      Confidential Information means all confidential information disclosed by or on behalf of a Disclosing Party to the Receiving Party in connection with these Terms, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including marketing plans, technical data, business plans, business opportunities, finances, research and development materials, marketing strategies, pricing, customer details, and End User Data. Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
      Debtor Data means any data about a debtor uploaded, inputted or provided by End Users or you into the Platform, including but not limited to personal information of debtors, such as debtor names, contact details, debt amounts, payment history, and any other information relating to the debt or debtor.
      Disclosing Party means a party who has disclosed Confidential Information to the other party.
      End User means an end user who registers to access the Platform through your white-label environment
      End User Data means all information that an End User, or you acting on behalf of an End User, submits, inputs or uploads through the Platform, or is processed by the Platform, including Debtor Data, personal information (or any substantially similar term under applicable privacy laws) of the End Users, and any data generated or derived by the Platform from such information.
      End User Terms means iCollect’s standard End User Terms of Use governing access the Platform, available https://icollecthq.com/terms as may be amended by iCollect from time to time.
      Intellectual Property Rights means any industrial and intellectual property rights which may exist or be created under the laws of any country or jurisdiction anywhere in the world, whether arising under statutory or common law or otherwise, including copyrights, patents, trade marks, service marks, trade names, designs, and similar industrial, commercial and intellectual property (whether registered or not and whether protected by statute or not and including formulae, recipes and know-how)
      Net Revenue means the total subscription and usage fees that are actually received by iCollect from all End Users for access and use of the Platform during a month. Net Revenue shall be calculated net of any discounts, taxes or government charges, refunds and credits, chargebacks and reversals, fraudulent or invalid transactions, currency conversion losses.
      Fee Share means a percentage of Net Revenue, which, unless agreed otherwise with you in writing, will be the percentage displayed on iCollect’s website, which may be amended by iCollect from time to time by written notice.
      Platform means iCollect’s proprietary software-as-a-service platform, including APIs, interfaces, white-label components, applications, documentation and related services made available to you and End Users.
      Receiving Party means a party who has received Confidential Information from the other party.
      Master Debtor Communications means the template communications prepared by you to be sent to debtors of End Users demanding payment of a debt owing to the End User, including letters, emails, and electronic messages.
      Services means all services provided by iCollect under these Terms including access and use of the Platform, hosting, maintenance and updates, white-labelling functionality and technical support.
      Software means iCollect’s underlying code, modules, algorithms, interfaces and technology that make up the Platform. 
   2. In these Terms, unless the context otherwise requires:
      
      1. a reference to any legislation or legislative provision includes any statutory modification or re-enactment of, or legislative provision substituted for, and any subordinate legislation issued under, that legislation or legislative provision; and
      2. a reference to "dollars" or "$" is to an amount in the currency applicable to the primary jurisdiction in which you are licensed or registered to operate as a debt collection agency, unless otherwise specified.

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2. RELATIONSHIP OF THE PARTIES
   
   1. iCollect and you are independent contractors. Nothing in these Terms will create a partnership, joint venture, employment,  agency or fiduciary relationship between the parties.
   2. You have no authority to bind iCollect or make representations on iCollect’s behalf except as expressly authorised in writing. 
   3. You must ensure that your conduct, marketing, communications, and branding do not create the impression to any End User, debtor, regulator, or third party that:
      
      1. you are acting as iCollect’s representative;
      2. iCollect endorses, approves or is responsible for any debtor communications; or
      3. iCollect has delegated operational or legal control of the Platform to you.
   4. These Terms do not grant you exclusive rights in any territory or market unless otherwise agreed in writing.

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3. SERVICES AND PLATFORM 
   
   1. iCollect will provide the Services, including providing access to the Platform to you and your End Users subject to these Terms and the End User Terms.
   2. The Platform is a tool to:
      
      1. allow End Users to upload Debtor Data in respect of undisputed debts;
      2. generate and send automated and customised communications  to third parties (debtors);
      3. access reporting, automation and workflow tools provided by the Platform;
      4. if this option is selected by you, allows End Users to refer unpaid debts to you for debt collection services.
   3. The Platform does not provide debt-collection services, legal services, financial services or credit reporting services. iCollect does not verify the validity or accuracy of Debtor Data, review or approve any communications with debtors, collect payments from debtors or interact with debtors. 
   4. iCollect may modify, update, enhance or discontinue features or components of the Platform at any time, provided the core functionality is not materially degraded.

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4. API ACCESS AND SECURITY
   
   1. If you are granted access to the Platform via API, iCollect grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Platform via iCollect's API solely for the purposes of integrating your approved systems with the Platform and enabling End Users to access the Platform through your white-labelled environment API access is subject to the following additional terms:
      
      1. You must maintain the confidentiality and security of all API Credentials. You are solely responsible for all activities that occur using your API Credentials, whether authorised or unauthorised.
      2. You must immediately notify iCollect if you become aware of any unauthorised use of your API Credentials or any security breach relating to the API.
      3. You must implement and maintain industry-standard security measures to protect API Credentials, including encryption in transit and at rest, secure storage, and access controls limiting API Credential access to authorised personnel only.
      4. You must not share, publish, distribute or otherwise disclose API Credentials to any third party without iCollect's prior written consent.
      5. iCollect may immediately suspend or revoke your API access, without liability, if iCollect reasonably believes there has been a security breach, unauthorised use of API Credentials, or any violation of the security obligations in this clause 4. iCollect will provide you with written notice of such suspension or revocation as soon as reasonably practicable, except where providing such notice would compromise security or is prohibited by law.
      6. You must not attempt to circumvent, bypass, or otherwise avoid any suspension or revocation of API access, including by obtaining new API Credentials through deceptive means or accessing the Platform through alternative methods not authorised by iCollect.
      7. You must comply with any rate limits, usage restrictions, or technical limitations imposed by iCollect on API access. iCollect may modify such limits at any time by providing reasonable notice to you.
      8. You acknowledge and agree that API access may be subject to scheduled and unscheduled maintenance, updates, or downtime. iCollect will use commercially reasonable efforts to provide advance notice of scheduled maintenance that may affect API availability, but is not liable for any disruption to API access resulting from maintenance, updates, technical issues, or force majeure events.
      9. You must ensure that your use of the API and any integration you develop complies with all applicable laws, regulations, and industry standards, including but not limited to data protection laws, privacy laws, and debt collection regulations in all jurisdictions where you operate.
      10. iCollect is not responsible for supporting your custom API integration, code, or applications that interact with the API.
      11. Any data transmitted via the API must comply with all applicable data protection laws and these Terms. You remain solely responsible for the accuracy, legality, and appropriateness of all data you submit to the Platform via the API.
      12. iCollect may monitor your API usage and may suspend or terminate your API access immediately if:
          
          1. your usage exceeds applicable limits or violates these Terms;
          2. your API usage threatens the security, stability, or performance of the Platform; or
          3. iCollect reasonably believes your API access poses a security risk.
5. YOUR RESPONSIBILITIES
   
   1. You must not modify, replace, override or contradict the End User Terms of Use.  iCollect may exercise its termination rights under the End User Terms of Use to terminate an End Users access to the Platform without consultation with you.
   2. You will take all reasonable steps to ensure that End Users do not use the Platform in violation of the End User Terms. If you discover or have reason to believe that any End User is making use of the Platform in violation of the End User Terms, then you will immediately notify iCollect in writing.
   3. You will provide first-line support and respond to End User queries.
   4. You are solely responsible for creating, approving and updating the content and format of all Master Debtor Communications and acknowledge that all communications sent via the Platform to End User debtors will be in your name. You are solely responsible for ensuring the communications with debtors processed or sent through the Platform comply with all applicable laws. 
   5. You will manage and resolve all complaints or disputes from debtors.
   6. You must comply with all applicable laws relevant to your operations and to promotion, marketing, use and access of the Platform by you and End Users (including, without limitation, privacy regulations and laws applicable to the sending of unsolicited electronic communications, debt collection laws, consumer protection laws, export laws and regulations of the United States and any other relevant local export laws and regulations that may apply to the Service). 

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6. RESTRICTIONS ON USE
   
   1. You must not:
      
      1. interrupt or attempt to interrupt the operation of the Platform in any way or to attempt to gain unauthorised access to the Platform or any part of it;
      2. not to use the Platform in any manner that could damage, disable, overburden, or impair it or interfere with any other person’s use and enjoyment of the Platform;
      3. modify the Software or reverse engineer, copy, duplicate, reproduce, create derivate works from, frame, download, display, transmit or distribute any of the Software, the source code of the Software;
      4. not to licence, sell, rent, lease, transfer, assign or otherwise commercially exploit the Software or the Services other than as permitted in these Terms;
      5. not access, store, distribute or transmit viruses, worm, trojan or other malicious code that corrupts, degrades or disrupts the operation of the Software;
      6. not to use the Platform for any illegal purpose, or to harass, deceive or coerce debtors; or
      7. not attempt to view, access or copy any End User Data or records other than that which you are authorised to access.

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7. BRANDING, WHITE-LABELLING AND MARKETING
   
   1. iCollect grants to you a non-exclusive, non-transferrable, revocable licence to:
      
      1. apply your branding and logo to the Platform (to the extent supported by iCollect);
      2. promote and market the Platform to prospective End Users under your brand; and
      3. authorise and provide access to the Platform to End Users.
   2. You must not:
      
      1. remove, obscure or alter any iCollect legal notices (including copyright notices, links to End User Terms of Use or privacy notices);
      2. modify or white-label any part of the Platform that displays iCollect’s legal identity;
      3. imply that you own the Platform; 
      4. white-label the Platform in a way that suggests iCollect is involved in debt collection, legal advice or financial services; or
      5. market the Platform using the word “iCollect”.
   3. You must ensure that all marketing of the Platform by you:
      
      1. is truthful, accurate, not misleading, deceptive or illegal;
      2. complies with applicable laws in the jurisdiction in which you operate;
      3. clearly identifies that the Platform is a software tool only, not a debt-collection service;
      4. does not misrepresent the Platform’s capabilities or legal effect;
      5. does not, whether expressly or by implication, claim that you or iCollect verify the accuracy or legality of Debts or review communications sent through the Platform.
   4. iCollect may request copies of your marketing materials for the Platform and may require you to amend or cease using any material that iCollect reasonably considers misleading, unlawful or harmful to iCollect’s brand.
   5. You will comply promptly with all opt out, unsubscribe, "do not call" and "do not send" requests relation to unsolicited electronic messaging.  For the duration of this Agreement, you will establish and maintain a privacy policy that is compliant with all laws and regulations applicable to you in the regions you operate in  and you shall establish and maintain systems and procedures appropriate to effectuate all opt out, unsubscribe, "do not call" and "do not send" requests. 

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8. TRAINING AND SUPPORT SERVICES
   
   1. iCollect will provide reasonable remote support by email or phone during its standard business hours on business days to any questions relating to the Services that may be raised by you from time to time. The level of such support services will vary depending on your subscription tier.
   2. iCollect will, at no additional cost:
      
      1. provide bug fixes and code corrections to correct software malfunctions in the Platform; and
      2. provide all enhancements, new features and other functionality that iCollect generally makes available to all its white label agencies.

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9. ACCOUNT REGISTRATION AND USE
   
   1. To access the Services, you must register an Account. You may only register an account with iCollect if:
      
      1. you can form a legally binding contract that is enforceable against you;
      2. you must be at least 18 years old. If you are another form of entity, such as a business or a trust, the person creating the Account must be legally permitted to enter into the relationship with iCollect that these Terms create;
      3. you are a debt collection business licensed or registered (to the extent required under applicable law) in all jurisdictions in which you operate (and you agree to maintain such licenses and registrations for the duration you access and use the Platform).
   2. You warrant that all information you provide to iCollect is true, current and complete. You will promptly notify iCollect of any changes to your contact details and provide such other information that iCollect may reasonably require from time to time to administer your account.
   3. You are responsible for keeping your login information, including email address and password, secret and secure. You agree not to permit any other person to use your name or access your account and not to disclose (directly or indirectly) any information that may allow another person to gain access to your account.
   4. Each separate legal entity must register an account and enter into a separate agreement with iCollect. You must not permit, authorise, or allow any parent company, subsidiary, affiliate, related entity, or any other legal entity (whether or not under common ownership or control) to access or use the Platform, Services, or your account without that entity registering a separate account with iCollect and entering into its own agreement with iCollect. You acknowledge that any such unauthorised access or use will constitute a material breach of these Terms and may result in immediate termination and liability for unpaid fees. 

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10. SUBSCRIPTION FEE AND PAYMENT
    
    1. You will pay the subscription fee for access to the Platform as specified on iCollect's website or as otherwise agreed in writing at the time of subscription. The subscription fee may be charged monthly or annually depending on the billing frequency you select. The applicable subscription tier and fee will depend on the selected level of debt management capacity, features, support and method of access. 
    2. Unless stated otherwise, all fees are stated in the currency applicable to the primary jurisdiction in which you are licensed or registered to operate as a debt collection business.
    3. The subscription fee is payable in advance according to the billing frequency selected by you (monthly or annually). 
    4. Subscription fees will be billed through iCollect’s third-party payment processor. You authorise iCollect’s payment processor to charge your nominated payment method for all applicable fees. You will be charged using the billing method you select when registering your account. You will be directed to iCollect’s payment provider to complete payment. Their terms and conditions will also apply to your transaction, and if you pay by credit card you may be charged an additional fee. All billing information (including credit card details) is collected and held by iCollect’s third-party payment processor, and we do not have access to any credit card information. 
    5. Separate fees apply for custom integrations as agreed by iCollect and you in writing.
    6. iCollect may vary its fees at any time by giving you notice in writing or via the Platform. Updated fees will apply to the next renewal of your subscription. 
    7. All fees stated are exclusive of any goods and services tax, value added tax, sales tax, or other similar taxes or duties imposed by any jurisdiction, which you will pay in addition unless otherwise required by law.
    8. Unless required by law, no refunds will be given for any fees paid by you to access and use the Platform.
    9. Time is of the essence for all payment obligations. Any payment not made by the due date will accrue interest at the rate of 10% per annum (or the maximum rate permitted by applicable law, whichever is lower), calculated on a daily basis from the due date until payment in full, and payable on demand (in addition to any other rights and remedies available to iCollect at law or under these Terms). 
    10. You indemnify and hold harmless iCollect against all loss, damage, liability, costs and expenses (including legal costs and debt collection costs) incurred or suffered by iCollect as a result of your failure to pay any amount due under these Terms.

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11. END USER PAYMENTS AND FEE SHARE
    
    1. Unless agreed otherwise in writing, you are responsible for setting subscription or usage pricing offered to End Users provided such pricing complies with all applicable laws and is not misleading.
    2. iCollect is the Merchant of Record for all End User payments for use of the Platform. iCollect will:
       
       1. collect all fees (and any applicable taxes) directly from End Users;
       2. process payments through iCollect’s nominated payment processors;
       3. apply any required taxes, levies or withholdings;
       4. issue invoices and receipts; and
       5. manage all refunds, reversals, chargebacks and payment disputes.
    3. You have no right to collect fees directly from End Users for use of the Platform. You acknowledge that any fees you collect directly from debtors or End Users in the course of providing debt collection services are separate from and not subject to these Terms. Except for the Fee Share described in this clause 11, you are not entitled to:
       
       1. any other fees or revenue share; or
       2. reimbursement for expenses, marketing costs or onboarding efforts.
    4. iCollect will pay you your entitlement to Fee Share within 30 days following the end of each calendar month for Fee Share earned in that previous month. Payment will be made in the local currency of the primary jurisdiction in which you are licensed or registered to operate as a debt collection business. iCollect may withhold Fee Share payments until the Fee Share amount owed is above  100 in the local currency of the primary jurisdiction in which you are licensed or registered to operate as a debt collection business, provided that any withheld amounts must be paid within 12 months of being earned regardless of whether the threshold is met. All amounts will be paid by electronic bank transfer to the bank account nominated by you in writing.
    5. iCollect may offset against Fee Share payments 50% of the costs related to any refunds, chargebacks, reversals and fraudulent transactions.
    6. iCollect may withhold Fee Share payments until you provide valid tax information, bank details, or other required onboarding information.
    7. iCollect will report to you on a monthly basis within seven (7) business days of the end of each month, detailing the Net Revenue for that month, iCollect’s calculation of Fee Share payable, and a breakdown of all deductions, offsets, withholdings, refunds, chargebacks and other adjustments applied, together with supporting transaction-level data. You may dispute any calculation within 14 days of receiving the report by providing written notice specifying the disputed items and the basis for dispute. iCollect shall respond to any dispute within 14 days with supporting documentation. If the dispute is not resolved within 30 days of iCollect's response, either party may refer the matter to an independent chartered accountant mutually agreed upon (or failing agreement, appointed by the President of Chartered Accountants Australia and New Zealand) whose determination shall be final and binding, with costs to be borne by the party whose calculation is determined to be materially incorrect. If you do not dispute the calculation within the 14-day period, the calculation shall be deemed accepted.
    8. You are responsible for payment of all taxes applicable to Fee Share payments made by iCollect to you. iCollect may deduct or withhold amounts required by applicable laws, including for international payments. iCollect will provide you with documentation of any such withholdings for tax purposes. 
    9. iCollect may offset amounts payable to you (including Fee Share payments) against any undisputed amounts owed by you to iCollect under these Terms (including unpaid subscription fees), provided that iCollect provides you with at least fourteen (14) days' prior written notice of its intention to exercise such right of offset, specifying the amounts to be offset and the basis for any amounts you allegedly owe. 
    10.  If:
        
        1. iCollect has attempted to pay you a Fee Share, and the attempt was unsuccessful through no fault of iCollect; and
        2.  iCollect has made reasonable efforts to contact you via email to the addresses provided in your account to obtain the necessary bank account information; and 
        3.  you have not responded with valid payment details within six (6) months of the initial failed bank transfer, then iCollect may treat the Fee Share as forfeited. 

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12. INTELLECTUAL PROPERTY RIGHTS
    
    1. All Intellectual Property Rights in and to the Software, Platform and the Services are owned, and will remain owned, exclusively by iCollect or its licensors (iCollect IP). iCollect grants to you only the rights and licenses expressly stated in these Terms, and you receive no other rights or licenses with respect to iCollect, the Platform or the Software (including any APIs used to access the Platform), iCollect’s trademarks, or any other property or right of iCollect.
    2. All Intellectual Property Rights discovered, developed or otherwise coming into existence as a result of, for the purposes of, or in connection with, the Services will automatically vest in, and are assigned to, iCollect, including any enhancements, improvements and modifications to iCollect IP.
    3. You retain all Intellectual Property Rights in and to:
       
       1. your logos, trade names, trade marks, and branding materials; and
       2. the content of the Master Debtor Communications (Agency IP).
    4. iCollect is granted a limited, non-exclusive, royalty free licence to use the Agency IP solely for the purpose of providing the Service under these Terms, which licence shall terminate upon termination of these Terms except for any Agency IP incorporated into communications already sent through the Platform. You warrant that you have the right to grant iCollect the licence to use Agency IP.
    5. You may not in any form or by any means adapt, reproduce, store, copy, perform, publish or create any derivative works from any part of the Platform (excluding Agency IP) or commercialise or on-sell any information or software obtained from the Platform, except as expressly permitted under these Terms.
    6. iCollect welcomes your feedback, ideas or suggestions, but you agree that iCollect may use it without any restriction or obligation to you.

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13. WARRANTIES
    
    1. You represent and warrant:
       
       1. that you hold all necessary licenses, permits, approvals or registrations under applicable laws to operate as a debt collection service in the jurisdiction(s) in which you operate; and
       2. all Master Debtor Communications provided by you comply with applicable laws in the jurisdiction(s) in which you operate.
    2. Each party represents and warrants to the other that it has full power and authority to enter into these Terms and that it is binding upon such party and enforceable in accordance with its terms.

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3. DISCLAIMERS
4. The Services will be provided using reasonable care and skill. SUBJECT TO THIS, THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND USE IS AT YOUR RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ICOLLECT EXPRESSLY DISCLAIMS AND EXCLUDES ALL WARRANTIES, REPRESENTATIONS, CONDITIONS OR GUARANTEES WHATSOEVER, EXPRESS OR IMPLIED BY LAW, OR ARISING FROM CUSTOM OR TRADE USAGE OR BY ANY COURSE OF DEALING, INCLUDING (BUT NOT LIMITED TO) WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, TIMELINESS, COMPATIBILITY, SECURITY, RELIABILITY AND ACCURACY. 
5. iCollect will use all reasonable endeavours to correct any error or defect in the Platform that is within its control, but, to the maximum extent permitted by law, it will not be liable for any losses, damages, costs or expenses (whether direct, indirect, special, consequential or otherwise) arising from any error or defect within the Platform or any delay in correcting such errors.
6. iCollect will use reasonable endeavours to maintain the availability of the Platform, but does not guarantee any specific uptime percentage. Scheduled maintenance and unforeseen circumstances may result in periods of unavailability. iCollect will not be responsible for the lack of availability of the Platform or for any damages that may result from such lack of availability.
7. You confirm the Platform is being accessed for the purposes of a business and not for personal, domestic, or household purposes. To the maximum extent permitted by applicable law in your jurisdiction, all non-mandatory guarantees, warranties, rights, or remedies that would otherwise be implied by statute, regulation, or rule of law are expressly excluded, except where such exclusion would be void, prohibited, or unenforceable under the applicable consumer protection, fair trading, or similar laws of your jurisdiction. Nothing in these Terms excludes, restricts or modifies any guarantee, warranty, term, condition, right or remedy implied or imposed by any legislation which cannot lawfully be excluded, restricted or modified.
8. You are solely responsible for ensuring that your and End User’s use of the Platform,  any communications sent through the Platform and actions taken in connection with debt recovery activities comply with all applicable legal requirements in your jurisdiction. You acknowledge that debt collection laws vary significantly between jurisdictions and that iCollect makes no representation that the Platform complies with the debt collection laws of any particular jurisdiction. iCollect disclaims all liability for any misuse of the Platform by you or your End Users that violates applicable laws or regulations. 

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14. CONFIDENTIALITY
    
    1. The Receiving Party agrees to:
       
       1. hold all the Disclosing Party’s Confidential Information in strict confidence;
       2. not disclose such Confidential Information to any third party without the Disclosing Party’s prior written consent, except as expressly permitted under these Terms or as required by law;
       3. use Confidential Information solely for the purpose of providing or using the Platform;
       4. implement reasonable security measures to protect Confidential Information from unauthorized access or disclosure; and
       5. within 30 days of termination of these Terms, return or securely destroy (at the option of the Disclosing Party and as directed in writing) all Confidential Information in its possession or control, and provide written certification of such destruction if requested.
    2. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that the Receiving Party will provide Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, Receiving Party shall disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate.
    3. Each party acknowledges that the unauthorized use or disclosure of the other party’s Confidential Information may cause irreparable harm to the other party.  Accordingly, each party agrees that the other party will have the right to seek an immediate injunction against any breach or threatened breach of the obligations in this clause, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach.

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15. DATA AND PRIVACY
    
    1. Each party will comply with its respective obligations under applicable privacy and data protection laws.
    2. iCollect gathers, processes, uses, stores, processes and discloses personal information about identifiable individuals in accordance with applicable privacy and data protection laws and its privacy policy, available at [insert link or address]. iCollect’s privacy policy forms part of these Terms, and by using the Platform you agree to iCollect’s privacy policy.
    3. iCollect is responsible for obtaining all necessary consents, authorisations and legal bases required under applicable privacy laws to collect, store and process End User Data. iCollect will also obtain consent to share End User Data with you for the purposes of supporting End Users with the Platform. You must comply with all applicable privacy Laws for any personal information you collect independently.
    4. iCollect will require End Users to confirm that they:
       
       1. have a lawful basis to upload any Debtor Data into the Platform;
       2. are authorised to contact any debtors using the Platform;
       3. have ensured that the debt is valid and undisputed;
       4. comply with all legal requirements relating to debtor communications; and
       5. will not upload inaccurate, unlawful or misleading information.
    5. iCollect will handle and respond to any requests from individuals relating to personal information processed within the Platform. You will promptly notify iCollect of any privacy complaints, data subject requests, or regulatory inquiries relating to the Platform.
    6. iCollect will implement and maintain reasonable technical and organisational security measures appropriate to the nature of the personal information processed in the Platform, including measures to protect against unauthorised access, loss or misuse. 
    7. Each party must notify the other party without undue delay (and in any event within 24 hours) after becoming aware of any privacy breach, including any unauthorised access, loss, modification or disclosure of personal information processed in connection with these Terms. Each party must reasonably cooperate with the other to investigate and mitigate the impact of any such incident.
    8. If iCollect expands into any jurisdiction or engages in any processing activity that requires the parties to enter into a data processing agreement, standard contractual clauses, or similar terms under applicable data protection laws, iCollect will provide such additional terms to you for your review and agreement. Those terms will apply from the date of your written acceptance and will form part of these Terms.
    9. As between the parties, iCollect owns all rights in End User Data. You do not acquire any ownership rights in End User Data and will not use or access End User Data except as necessary to support End Users access and use the Platform, or as approved by the End Users. You must not download, store, copy or use Debtor Data for any purpose other than to support End Users access or use the Platform, or as approved in writing by the End User. You must keep all End User Data secure and confidential in accordance with applicable data protection laws and implement appropriate security measures to prevent unauthorised access, use or disclosure. Upon termination of an End User’s account or these Terms, you must immediately cease accessing and using all End User Data.

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16. INDEMNIFICATION
    
    1. You will indemnify, defend, and hold iCollect, its officers, directors, employees and agents harmless from and against any and all third-party claims, demands, actions, damages, losses, costs, liabilities, and expenses (including reasonable legal fees and costs) arising from or relating to: 
       
       1. your or your End Users' violation of any applicable laws or regulations in connection with use of the Platform; 
       2. any debt collection activities conducted by you or your End Users; 
       3. your breach or non-performance of any of your obligations or warranties under these Terms; 
       4. iCollect’s use of your branding that you provided for use in the Platform; 
       5. the content of  any communications sent via the Platform; and 
       6. any claims by third parties (including debtors) relating to your use of the Platform.
    2. iCollect will notify you in writing  within a reasonable time (and in any event within thirty (30) days) of becoming aware of any such claim, give you sole control of the defence or settlement of such a claim, and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defence or settlement of the claim. You shall not accept any settlement that imposes an obligation on iCollect, requires iCollect to make an admission, or imposes liability not covered by these indemnifications or places restrictions on iCollect without iCollect’s prior written consent.
    3. iCollect will indemnify, defend, and hold you, your officers, directors, and employees harmless from and against any and all third-party claims, demands, actions, damages, losses, costs, liabilities, and expenses (including reasonable legal fees and costs) arising from or relating to a claim that the Platform infringes third party Intellectual Property Rights (IP Claim).
    4. You will notify iCollect in writing within thirty (30) days of you becoming aware of any such IP Claim, give iCollect sole control of the defence or settlement of such an IP Claim, and provide iCollect (at iCollect’s expense) with any and all information and assistance reasonably requested by iCollect to handle the defence or settlement of the IP Claim. iCollect will not accept any settlement that imposes an obligation on you, requires you to make an admission, or imposes liability not covered by the indemnity in clause 16.3 or places restrictions on you without your prior written consent. 
    5. iCollect will not have any obligation or liability under the indemnity in clause 16.3 if the alleged IP Claim is caused by or based on any modification of the Platform by anyone other than us, use of the Platform in violation of these Terms or End User Terms, or relates to the branding and design elements provided by you. 
    6. Notwithstanding the foregoing, in the event of such an IP Claim, or if iCollect believes that such an IP Claim is likely, iCollect may, at its sole option and expense:
       
       1. modify the Platform or provide you and your End Users with a substitute Platform that is non-infringing; 
       2. obtain a license or permission for you and your End Users to continue to use the Platform, at no additional cost to you; or
       3. if neither (a) nor (b) is, in iCollect’s view, commercially practicable, terminate your or your End Users’ access to the Platform (or to a portion of the Platform as necessary to resolve the claimed infringement) and refund any prepaid but unused fees covering use of the Platform after termination. THIS SECTION STATES ICOLLECT’S ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY IP CLAIM.

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17. LIMITATIONS ON LIABILITY  
    
    1. EXCEPT FOR YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE “CONFIDENTIALITY” SECTION (SECTION14), YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS OR FAILURE TO COMPLY WITH APPLICABLE LAWS, EITHER PARTY’S OBLIGATIONS UNDER THE DATA AND PRIVACY SECTION (SECTION 15), OR FRAUD, TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
    2. IF, DESPITE OTHER PROVISIONS OF THESE TERMS, ICOLLECT IS DETERMINED TO HAVE ANY LIABILITY TO YOU, WHETHER IN CONTRACT, TORT, OR AT LAW, THE PARTIES AGREE THAT ICOLLECT’S AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL FEE SHARE YOU HAVE ACTUALLY EARNED IN THE 12 PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM. 

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18. TERM AND TERMINATION
    
    1. These Terms commence on the date you first access or use the Platform and continue until terminated in accordance with this clause.  Your subscription will automatically renew for successive periods of the same duration unless you notify iCollect of non-renewal at least 30 days prior to the end of the then-current billing period. Termination will take effect from the end of that current billing period.
    2. iCollect may terminate these Terms and/or suspend your or the End User’s access to the Platform:
       
       1. upon 20 days’ notice to you of a material breach of these Terms if such breach remains uncured at the expiration of such period;
       2. upon 10 days’ notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period;
       3. immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors;
       4. immediately if you violate any applicable local, state, federal, or foreign laws or regulations;
       5. immediately, if you breach your confidentiality obligations under these Terms or infringe or misappropriate iCollect’s intellectual property rights; 
       6. immediately, if iCollect determines that you are acting, or have acted, in a way that has or may negatively reflect on or affect iCollect;
       7. you cease to hold the necessary licenses, permits, or approvals required to operate as a debt collection service; or
       8. if in iCollect’s reasonable opinion, you will be unable to meet any payments as and when they fall due, or you become insolvent and/or an administrator, controller, receiver, liquidator or similar person is to be or has been appointed on your behalf.
    3. If these Terms are terminated for any reason:
       
       1. iCollect’s  right to access and use the Platform will immediately cease;
       2. you will not be entitled to a refund of any subscription fees paid;
       3. your entitlement to Fee Share stops accruing immediately;
       4. iCollect will pay Fee Shares earned up to the effective date of termination in accordance with the timing set out in clause 11.4;
       5. you will immediately discontinue use of all iCollect’s branding and marketing materials promoting the Platform;
       6. iCollect will contact each End User to facilitate their transition to another iCollect white label agency platform in the same jurisdiction, and subject to End User consent and compliance with applicable data protection laws, will transfer all End User Data to enable continuity of service; and
       7. you must not attempt to interfere with the transfer of an End User to another iCollect white label agency platform.
    4. Termination will not affect any rights or obligations that have accrued prior to the date of termination, and it will not affect those obligations that by their nature are intended to survive termination (including data protection and privacy obligations, confidentiality obligations, liability and indemnity provisions, and payment obligations).

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19. NOTICES
    
    1. If iCollect needs to contact you or give you notice under these Terms, it may do so by email to the address provided in your account or via a notification through the Platform. To give iCollect notice under or in connection with these Terms you must email info@icollect.co.nz . Any emailed notice will be deemed received when sent by email (provided the email was correctly addressed to the addressee and no error message was received by the information systems used by the sender).

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20. DISPUTE RESOLUTION
    
    1. Any dispute arising out of or in connection with these Terms, or the breach, termination, or invalidity thereof, must first be attempted to be resolved through good faith negotiations between the parties within 30 days of written notice of the dispute. If the dispute is not resolved within 30 days of the commencement of such negotiations, either party may refer the dispute to mediation by a mediator jointly appointed by the parties under the AMINZ Mediation Protocol. If the parties cannot agree on a mediator within 14 days, either party may request the Chair of AMINZ to appoint a mediator. The mediator's fees will be shared equally, but each party will meet its own costs in connection with the mediation. 
    2. Nothing in this clause 20 prevents either party from seeking urgent interlocutory or interim injunctive relief from a court of competent jurisdiction to prevent irreparable harm, protect confidential information, or enforce intellectual property rights.
21. GENERAL LEGAL TERMS
    
    1. iCollect may update and change these Terms at any time by providing notice to you in accordance with clause 19.1. The updated Terms are effective on the date stated in the notification. Your continued use of the Services will constitute your acceptance of any changes or revisions to these Terms. If you don’t agree with the changes, you may terminate your subscription in accordance with clause 18. 
    2. Your right to use the Platform is not transferrable and may not be assigned without iCollect’s prior written consent. iCollect may assign its rights and obligations under these Terms without your prior consent. iCollect may subcontract any of its obligations under these Terms to a third party without your consent.
    3. These Terms will be governed by the laws of New Zealand, without regard to its conflict of laws principles. The parties submit to the non-exclusive jurisdiction of the New Zealand Courts in respect of any matter relating to these Terms.
    4. Neither party will be responsible for failure or delay of performance if caused by an act of war, hostility, or sabotage, act of God, electrical, internet, or telecommunication outage that is not caused by the obligated party, government restrictions, or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event, and will provide prompt written notice to the other party of the occurrence of such event, including details of the expected duration and impact.
    5. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
    6. These Terms set out the entire agreement and understanding between iCollect and you in respect to the Platform and supersede all prior agreements, representations, warranties, statements, promises and understandings, whether oral or written, between the parties relating to the subject matter of these Terms. 
    7. If any part of these Terms is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms will continue in effect.
    8. Nothing in these Terms, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

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