Terms of Use

These Terms of Use (“Terms”) are a legal agreement between you (“you” or “your”) and Samcorp Limited, a company registered in New Zealand with its registered office at 43 Grande Avenue, Mt Albert, Auckland, 1025, New Zealand (“Samcorp”, “we”, “us” or “our”), governing your access to and use of Conduit, including our website, dashboard, and related services (collectively, the “Service”).

By creating an account, accessing, or using the Service, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated into these Terms by reference. If you do not agree to these Terms, do not use the Service.

1. The Service

Conduit connects your Cal.com account to your Xero account so that paid bookings can be automatically converted into Xero invoices. The Service requires you to authorise Conduit to access certain data and functionality in your Cal.com and Xero accounts via webhooks and OAuth connections that you control and can revoke at any time.

2. Eligibility and accounts

You must be at least 18 years old and able to form a binding contract to use the Service. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must notify us promptly at privacy@conduit.samcorp.co.nz if you become aware of any unauthorised use of your account.

3. Subscriptions, trials, and billing

Conduit is offered on a subscription basis following an initial free trial period described at sign-up. Paid subscriptions are billed in advance on a recurring basis (monthly or annual, as selected) through our payment processor, Stripe. You authorise us to charge your chosen payment method for all fees due. Fees are non-refundable except where required by applicable law or as expressly stated at the time of purchase.

Your subscription renews automatically at the end of each billing period (for the same plan, term, and price, unless we have notified you of a change in accordance with Section 16) until you cancel it. You may cancel your subscription at any time from your dashboard, with no minimum notice period; cancellation takes effect at the end of the current billing period, you will not be charged again, and access continues until that date.

Consumer rights. If you are a consumer (using the Service for personal or domestic purposes) in Australia, the Australian Consumer Law may entitle you to a refund in certain circumstances. If you are a consumer in the United Kingdom or the European Union, you may have a statutory right to cancel a digital services contract within 14 days of purchase (cooling-off period); however, by requesting that the Service begins before that period expires you acknowledge that this right may be lost once performance has begun. Nothing in these Terms limits any statutory consumer rights that cannot be excluded or waived in your jurisdiction.

4. Acceptable use

You agree not to:

• use the Service for any unlawful purpose or in violation of any applicable law or regulation;
• attempt to gain unauthorised access to the Service, other accounts, or any systems or networks connected to the Service;
• reverse engineer, decompile, or disassemble any part of the Service, except as permitted by law;
• interfere with or disrupt the integrity or performance of the Service; or
• use the Service to transmit any malicious code, spam, or unlawful content.

5. Feedback

If you send us ideas, suggestions, or other feedback about the Service, you agree that we may use and act on that feedback without restriction or obligation to you, including by incorporating it into the Service, and that you will not receive any compensation for it.

6. Third-party services

The Service integrates with third-party platforms, including Cal.com, Xero, and Stripe. Your use of those platforms is governed by their own terms and privacy policies, and we are not responsible for their acts, omissions, availability, or content. We are not liable for any loss or damage arising from changes to, or interruptions or failures of, any third-party platform that the Service depends on.

7. Your data and content

You retain all rights to the data you connect to or upload through the Service (“Your Data”). You grant us a limited licence to access, process, and store Your Data solely to provide and improve the Service in accordance with our Privacy Policy. You are responsible for ensuring that you have the necessary rights and consents to share Your Data with us, including any personal data relating to your clients or attendees.

Where Your Data includes personal data of third parties (such as your clients’ names, email addresses, or payment information), our processing of that personal data on your behalf is governed by Section 8 below. You are the controller of that personal data and we act as your processor.

8. Data processing and privacy

Processor relationship. To the extent that the Service processes personal data on your behalf (for example, the names, email addresses, and payment details of your clients or attendees passed through from Cal.com and Xero), Samcorp acts as a data processor and you act as the data controller. We will process that personal data only on your documented instructions and only as necessary to provide the Service.

Sub-processors. We use the following sub-processors to deliver the Service: Cal.com (scheduling data), Xero (accounting data), and Stripe (payment processing). We will notify you before engaging any new sub-processor that processes your personal data.

Security measures. We implement appropriate technical and organisational measures to protect personal data against unauthorised access, disclosure, alteration, or destruction (see also Section 9).

Data breach notification. If we become aware of a personal data breach affecting Your Data, we will notify you without undue delay and provide reasonable assistance to enable you to meet your own breach-notification obligations under applicable law, including the New Zealand Privacy Act 2020 and the EU/UK GDPR (where applicable).

Cross-border transfers. Your data is processed in accordance with our Privacy Policy. New Zealand has been recognised by the European Commission as providing an adequate level of data protection. Where transfers to other countries are required, we will ensure appropriate safeguards are in place.

Your obligations as controller.You are responsible for ensuring that your collection and use of personal data (including sharing it with us via the Service) complies with applicable privacy laws, including the New Zealand Privacy Act 2020, the EU/UK GDPR where applicable, and any obligation to notify individuals whose data you process — including any obligations that may arise under the Privacy Amendment Act 2025 (IPP 3A) from 1 May 2026. If you require a formal Data Processing Agreement (“DPA”) for GDPR compliance purposes, please contact us at privacy@conduit.samcorp.co.nz.

9. Security

We implement commercially reasonable technical and organisational security measures to protect the Service and Your Data, including encryption of data in transit and at rest, access controls, and regular security reviews. However, no method of electronic storage or transmission is completely secure, and we cannot guarantee absolute security.

You are responsible for keeping your account credentials secure. You must not share your login details with any other person. You may revoke Conduit’s access to your Cal.com and Xero accounts at any time by disconnecting the OAuth connections from within those platforms or from your Conduit dashboard. You must notify us promptly at privacy@conduit.samcorp.co.nz if you suspect any unauthorised access to your account or Your Data.

10. Confidentiality

Each party may have access to information about the other that is confidential or commercially sensitive (“Confidential Information”). Each party agrees to use the other’s Confidential Information only as needed to perform its obligations or exercise its rights under these Terms, and to take reasonable steps to protect it from unauthorised access or disclosure, in each case using at least the same degree of care it uses to protect its own confidential information of similar importance. These obligations do not apply to information that is or becomes publicly available other than through a breach of this Section, that the receiving party already lawfully held without restriction, or that must be disclosed by law or to a regulator or court of competent jurisdiction.

11. Intellectual property

The Service, including its software, design, branding, and content (excluding Your Data), is owned by Samcorp or our licensors and is protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable licence to use the Service in accordance with these Terms. No other rights are granted.

12. Disclaimers

The Service is provided on an “as is” and “as available” basis without warranties of any kind, whether express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or that invoices generated by the Service will be accurate in every circumstance — you remain responsible for reviewing invoices and financial records generated through the Service before relying on them.

No professional advice. The Service automates certain administrative functions but does not provide legal, financial, accounting, or tax advice. You remain responsible for ensuring that your invoicing practices, tax calculations, and financial records comply with all applicable laws and regulations. You should consult a qualified professional adviser if you have questions about your specific obligations.

13. Limitation of liability

To the maximum extent permitted by law, Samcorp will not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or business opportunities, arising out of or in connection with your use of the Service. Our total aggregate liability for any claim arising out of or relating to these Terms or the Service will not exceed the amount you paid us for the Service in the twelve (12) months preceding the event giving rise to the claim. Nothing in these Terms limits any liability that cannot legally be limited, including: liability for death or personal injury caused by our negligence; liability under the New Zealand Consumer Guarantees Act 1993 where it applies; or liability for fraud or wilful misconduct.

14. Indemnity

You agree to indemnify and hold Samcorp harmless against any losses, costs (including reasonable legal costs), expenses, demands, or liability arising from a third-party claim against us that results from: (a) your breach of these Terms (including the acceptable use rules in Section 4); (b) Your Data, or your use of it through the Service; or (c) your violation of any law or of any rights of a third party. This indemnity does not apply to the extent the claim arises from our breach of these Terms or our gross negligence or wilful misconduct.

15. Termination

You may stop using the Service and close your account at any time from your dashboard. We may suspend or terminate your access to the Service if: (a) you breach these Terms and (where the breach is capable of remedy) fail to remedy it within 14 days of notice from us; (b) we are required to do so by law; (c) we discontinue the Service, in which case we will provide at least 30 days’ notice where practicable; or (d) you become insolvent, are placed in receivership or administration, enter voluntary or involuntary liquidation, or make any arrangement with your creditors.

On termination, your right to use the Service ends immediately. We will retain Your Data for 30 days after termination, during which you may export it from your dashboard. After that period, Your Data will be deleted from our active systems. Backup copies may persist for a further 90 days consistent with our backup rotation schedule. You may request earlier deletion by contacting us at privacy@conduit.samcorp.co.nz. Provisions of these Terms that by their nature should survive termination (including Sections 8 to 14) will continue to apply.

16. Changes to these Terms

We may update these Terms from time to time. If we make material changes, we will notify you by email or through the Service at least 30 days before the changes take effect (unless a shorter period is necessary due to legal, regulatory, or security requirements, in which case we will give as much notice as practicable). Your continued use of the Service after the changes become effective constitutes your acceptance of the revised Terms. If you do not accept the changes, you may cancel your subscription before the effective date.

17. Assignment

You may not assign or transfer these Terms, or any rights or obligations under them, without our prior written consent. We may assign or transfer these Terms — including to a successor in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of our assets — without your consent, provided the assignee agrees to honour our obligations to you under these Terms. We will give you reasonable notice of any such transfer.

18. Force majeure

Neither party will be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay is caused by circumstances beyond that party’s reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, internet or telecommunications failures, or third-party platform outages (including outages of Cal.com, Xero, or Stripe). The affected party will notify the other as soon as reasonably practicable and will take reasonable steps to minimise the impact and resume performance.

19. Export controls and sanctions

You must not use the Service in violation of any applicable export control, trade embargo, or sanctions laws or regulations, including those administered by New Zealand, the United States, the United Kingdom, or the European Union. You represent and warrant that you are not located in a jurisdiction subject to applicable sanctions and that you are not a sanctioned person or entity. We may suspend or terminate your access to the Service without notice if we reasonably believe that continued provision of the Service would violate applicable sanctions or export control laws.

20. Dispute resolution

If a dispute arises out of or relates to these Terms or the Service, the party raising the dispute must first provide written notice to the other party describing the dispute in reasonable detail. The parties will then attempt in good faith to resolve the dispute informally for at least 20 business days from receipt of that notice before either party commences formal proceedings. Nothing in this Section prevents either party from seeking urgent interlocutory relief from a court of competent jurisdiction.

21. Entire agreement, waiver, and notices

These Terms, together with our Privacy Policy and any other policies linked herein, constitute the entire agreement between you and Samcorp with respect to the Service and supersede all prior agreements, representations, warranties, and understandings. Our failure to enforce any provision of these Terms will not constitute a waiver of our right to enforce that provision in the future. Formal legal notices to Samcorp must be sent by email to privacy@conduit.samcorp.co.nz or by post to our registered office, and will be deemed received on the next business day after sending (if by email) or five business days after posting (if by post). Notices from us to you will be sent to the email address registered on your account.

22. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will continue in full force and effect.

23. Governing law

These Terms are governed by the laws of New Zealand, without regard to conflict of law principles. Subject to Section 20, any dispute arising out of or relating to these Terms or the Service will be subject to the exclusive jurisdiction of the courts of New Zealand. This does not affect any statutory rights you may have as a consumer in your country of residence, including rights under EU or UK consumer protection law where they apply to you.

24. Contact

Questions about these Terms can be sent to privacy@conduit.samcorp.co.nz or to Samcorp Limited, 43 Grande Avenue, Mt Albert, Auckland, 1025, New Zealand.