The Clerq subscription agreement

Provider: Trailblazer Labs Limited, a New Zealand company (“Clerq”). These terms govern the Customer’s access to and use of the Platform. The website terms of use govern this website; this document governs the subscription.

1. Application

1.1 These terms govern the Customer’s access to and use of the Platform and constitute a binding agreement between Clerq and the Customer from the earlier of the Customer’s acceptance of an Order and the Customer’s first use of the Platform.

1.2 The person accepting these terms warrants that they are authorised to bind the Customer.

1.3 Where there is inconsistency, the following order of precedence applies: (a) a signed Order or written variation; (b) these terms; (c) the Schedules; (d) any other Clerq document incorporated by reference. Any purchase order or standard terms issued by the Customer are of no effect, whether or not acknowledged by Clerq.

1.4 These terms do not govern the relationship between the Customer and the Customer’s clients. The Customer is solely responsible for its own engagement terms and privacy statement.

2. Definitions

In these terms:

Anonymiser means Clerq’s pseudonymisation function, which substitutes tokens for Client PII before transmission to an AI Provider and restores the original values upon return, and which operates within Clerq’s infrastructure in the New Zealand region.

AI Provider means a third party that provides an artificial intelligence model used to generate Output.

Authorised User means an individual permitted by the Customer to use the Platform under its subscription.

Client PII means personal information concerning the Customer’s clients that is contained in Customer Data.

Confidential Information means information disclosed by one party to the other that is identified as confidential or that a reasonable person would regard as confidential, and includes Customer Data and the non-public elements of the Platform.

Customer means the practice identified in the Order.

Customer Data means all data input into or generated through the Platform by the Customer or its Authorised Users, including Client PII, Input and Output.

Fees means the amounts payable under an Order.

Input means content submitted by the Customer to an AI-assisted feature.

Order means Clerq’s published pricing page, or a written order form or subscription confirmation, identifying the plan and the Fees.

Output means content generated by an AI-assisted feature in response to Input.

Platform means the Clerq software-as-a-service application, its application programming interfaces, and associated services made available by Clerq.

Sub-processor means a third party engaged by Clerq that may process Customer Data.

Subscription Term means the period for which the Customer has subscribed under an Order, as renewed.

2.2 The terms agency, IPP, notifiable privacy breach and personal information have the meanings given in the Privacy Act 2020.

2.3 Headings are for convenience and do not affect interpretation. The singular includes the plural. A reference to a statute includes any amendment or replacement of it.

3. Licence and reservation of rights

3.1 Clerq grants the Customer a non-exclusive, non-transferable and non-sublicensable right to access and use the Platform during the Subscription Term for the Customer’s internal business purposes, subject to these terms.

3.2 Clerq and its licensors retain all intellectual property rights in the Platform. No right of ownership in the Platform’s software, design, documentation or marks is transferred. Source code is not provided.

3.3 The Customer must not, and must not permit any person to: copy, modify, adapt, translate or create derivative works of the Platform; reverse engineer, decompile or disassemble it, except to the extent that right cannot lawfully be excluded; resell, sublicense, rent, or make it available to any third party as a service; remove any proprietary notice; or use it to develop a competing product.

3.4 Clerq may modify, improve or discontinue individual features, provided that it does not materially reduce the core functionality for which the Customer has paid during a paid period. Clause 20.3 applies where a discontinued feature is one on which the Customer materially relies.

4. Early access

4.1 The Customer acknowledges that the Platform is supplied on an early-access basis, that features may change more frequently than in a mature product, and that defects may be encountered.

4.2 A feature identified within the Platform as beta, preview or experimental is supplied as is, may be withdrawn, and is excluded from cl 14.1 and Schedule 2. Clerq will not so identify a feature that processes Client PII without stating that fact within the Platform at the point of use.

4.3 This clause does not limit Clerq’s obligations under clauses 9, 10 or 12, which apply in full.

5. Fees, variation of Fees, term and renewal

5.1 The Fees and the applicable plan are as set out in the Order. Fees are exclusive of goods and services tax, which is payable in addition.

5.2 Unless the Order provides otherwise, Fees are payable monthly in advance and are due within 14 days of the date of invoice.

5.3 Fees are payable without set-off or deduction. Overdue amounts may bear interest at 5 percentage points per annum above the Reserve Bank of New Zealand official cash rate, calculated daily from the due date until payment.

5.4 Variation of Fees. Clerq reserves the right to vary the Fees, and may do so in each of the following ways:

(a) by increasing the Fees with effect from any renewal of the Subscription Term, on not less than 30 days’ written notice given before the renewal date;

(b) by adjusting the Fees annually in line with movement in the Consumers Price Index (All Groups) published by Statistics New Zealand, on not less than 30 days’ written notice;

(c) by passing through, in whole or in part, any material increase in the cost to Clerq of a third-party service used to provide the Platform, including infrastructure and AI Provider charges, on not less than 30 days’ written notice;

(d) by charging separately for any module, feature or service introduced after the date of the Order and identified by Clerq as separately chargeable, which the Customer is not obliged to take; and

(e) by introducing usage-based charges for AI-assisted features on not less than 30 days’ written notice, provided that the Customer is given the means to monitor and limit its usage.

5.5 Where Clerq varies the Fees under cl 5.4, the Customer’s sole remedy is to give notice of non-renewal under cl 5.6 with effect on or before the date the variation takes effect, in which case the varied Fees do not apply to the Customer. Continued use of the Platform after that date constitutes acceptance of the varied Fees. No variation under cl 5.4 gives rise to any right to a refund, credit or compensation.

5.6 Term and renewal. The Subscription Term is one month and renews automatically for successive periods of one month unless either party gives 30 days’ written notice before the end of the then-current period. Clerq will send a renewal reminder to the Customer’s billing contact not less than 10 days before any renewal to which a variation under cl 5.4 will apply.

5.7 Nothing in cl 5.4 obliges Clerq to vary the Fees, and a decision not to exercise a right under that clause on any occasion does not waive it.

6. Customer obligations

6.1 The Customer is responsible for its Authorised Users, for the security of their credentials, and for all activity conducted under its account, and must notify Clerq promptly upon becoming aware of any unauthorised access.

6.2 The Customer must not use the Platform: unlawfully; to store or transmit malicious code; to attempt to obtain unauthorised access to the Platform, to any other customer’s data, or to any system; to circumvent any usage limit; or in any manner that materially degrades the Platform for other users.

6.3 The Customer warrants that it holds all rights, consents and authorisations necessary to input Customer Data, including Client PII, into the Platform and to instruct Clerq to process it as contemplated by these terms.

6.4 The Customer must maintain its own client-facing privacy statement so that it accurately describes Clerq’s role, the locations at which processing occurs, and the use of AI-assisted drafting. Clerq will make available the factual information reasonably required for that purpose, including at the address specified in cl 11.1.

7. Professional responsibility

7.1 The Platform is a tool and not an adviser. The Customer’s licensed immigration adviser or advisers remain fully and solely responsible for all professional advice, all work product, and all obligations under the Immigration Advisers Licensing Act 2007 and the Licensed Immigration Advisers Code of Conduct. Nothing produced by the Platform constitutes immigration advice or legal advice, and nothing in these terms transfers, shares or diminishes the professional responsibility of a licensed adviser.

7.2 The Platform does not submit any application, document or communication to Immigration New Zealand or to any other authority on the Customer’s behalf. Where the Platform assists in the preparation of a document for filing, the act of filing is that of the Customer.

7.3 The Customer is responsible for supervision arrangements affecting provisional licence holders who use the Platform. Platform features that record or support supervision are a record-keeping aid and do not discharge the obligations of a supervising adviser.

8. AI-assisted features

8.1 Output is generated by an artificial intelligence model, may be incomplete or incorrect, and may be expressed with unwarranted confidence. Output must be reviewed and approved by a licensed adviser before it is sent, filed, relied upon, or provided to a client. Clerq is not liable for loss arising from reliance upon Output that has not been so reviewed.

8.2 Before Input is transmitted to an AI Provider, the Anonymiser substitutes tokens for Client PII. The original values are restored only upon return and do not leave New Zealand. Where the Anonymiser is unavailable, the request fails and no transmission occurs.

8.3 Clerq does not use Customer Data to train, fine-tune, evaluate or benchmark any artificial intelligence model. Clerq imposes the same restriction by contract upon each AI Provider and upon each Sub-processor, and will not engage any that does not accept it.

8.4 As between the parties, the Customer owns the Output and Clerq claims no right in it. The Customer acknowledges that Output is generated by statistical means, that identical or similar output may be generated for another customer from similar input, and that Clerq does not warrant that Output is original or non-infringing.

8.5 Where the Platform provides a feature that communicates with the Customer’s clients, that feature identifies itself as artificial intelligence and does not give immigration advice. The Customer must not configure or present any feature so as to suggest to a client that advice is being received from a licensed adviser when it is not.

8.6 Automated rules and assistants within the Platform do not send correspondence, add recipients, or file any document without a human action. Clerq will not introduce a feature that sends client correspondence automatically without prior notice to the Customer and the ability to decline it.

9. Customer Data, privacy and location of processing

9.1 As between the parties, the Customer owns all Customer Data. Clerq claims no ownership and uses Customer Data solely to provide the Platform to the Customer, to perform its obligations under these terms, and as instructed by the Customer.

9.2 The Customer is the agency in respect of Client PII. Clerq holds and processes Client PII as the Customer’s agent under s 11 of the Privacy Act 2020, upon the Customer’s instruction, and for no purpose of its own. Clerq is the agency in respect of account and billing information concerning the Customer and its Authorised Users.

9.3 Customer Data at rest is held in the Auckland region (ap-southeast-6) of Amazon Web Services in New Zealand and is not replicated to any other region.

9.4 The following processing occurs outside New Zealand in respect of every Customer:

(a) inbound and outbound email is processed through Amazon Simple Email Service in Sydney, Australia (ap-southeast-2), that service not being offered in the Auckland region, message content being stored in Auckland upon receipt; and

(b) where the Customer uses an AI-assisted feature, tokenised text is transmitted to an AI Provider located outside New Zealand, presently in the United States, upon terms that prohibit training and provide for zero or limited retention, Client PII having been substituted in accordance with cl 8.2.

9.5 Where the Customer connects an external mailbox, calendar, document store or messaging account, Clerq exchanges data with that provider upon the Customer’s instruction. That provider holds the Customer’s data under the Customer’s own agreement with it and in the regions in which it operates, which Clerq neither controls nor warrants. Connection is at the Customer’s election and may be discontinued at any time; discontinuance ends further exchange but does not remove data already held by that provider. Clerq discloses the effect of this clause within the Platform at the point of connection.

9.6 The Customer must reflect clauses 9.4 and 9.5 in its own client privacy notices to the extent required by the Privacy Act 2020.

9.7 Clerq will notify the Customer as soon as practicable, and in any event within 48 hours, upon becoming aware of a breach affecting Customer Data, and will provide the information reasonably required by the Customer to assess its obligations under Part 6 of the Privacy Act 2020. As between the parties, the Customer determines whether and how to notify its own clients.

9.8 Clerq will not respond to a request by a client of the Customer to access or correct information, but will refer the request to the Customer and assist the Customer to respond.

9.9 Where Clerq receives a legally binding demand for Customer Data it will, unless legally prohibited, notify the Customer before disclosure, afford the Customer a reasonable opportunity to respond, and disclose only that which is legally required.

10. Security

10.1 Clerq will maintain the technical and organisational measures set out in Schedule 1 and will not materially reduce them during a Subscription Term.

10.2 Tenant isolation is enforced within the database upon every query.

10.3 Upon request and at no charge, Clerq will provide its current security documentation and a summary of its most recent penetration test. The Customer may submit a security questionnaire of not more than 100 questions once in any period of 12 months, to which Clerq will respond within a reasonable time.

11. Sub-processors

11.1 Clerq maintains a current list of Sub-processors, stating the purpose and location of each, published at clerq.nz/subprocessors.html. That list forms part of these terms.

11.2 The Customer authorises Clerq to engage the Sub-processors identified in that list.

11.3 Clerq will give not less than 30 days’ notice before engaging a new Sub-processor that will process Customer Data. The Customer may object upon reasonable grounds relating to the protection of Customer Data within 15 days of that notice.

11.4 Where the Customer objects and the parties are unable to resolve the objection, whether by Clerq engaging an alternative, altering the arrangement, or the Customer disabling the affected feature, the Customer may terminate the affected part of the subscription, or the subscription, and receive a pro-rata refund of Fees paid in respect of the unused period.

11.5 Clerq remains responsible for the acts and omissions of its Sub-processors in relation to Customer Data as though they were its own.

12. Confidentiality

12.1 Each party will keep the other’s Confidential Information confidential, use it solely for the performance of this agreement, and protect it with not less than the degree of care it applies to its own confidential information of like kind, and in no case less than reasonable care.

12.2 Customer Data is the Confidential Information of the Customer.

12.3 This clause does not apply to information that is or becomes public without breach, was lawfully known before disclosure, is independently developed, or is required by law to be disclosed, subject to cl 9.9.

12.4 This clause survives termination and continues for so long as the information remains confidential.

13. Feedback and publicity

13.1 Clerq may use without restriction or obligation any suggestion or feedback provided by the Customer concerning the Platform. This clause confers no right in Customer Data.

13.2 Clerq will not identify the Customer by name, use its logo, or describe it as a customer in any public material without the Customer’s prior written consent, which the Customer may withdraw upon reasonable notice.

14. Warranties

14.1 Clerq warrants that it will provide the Platform with reasonable care and skill and substantially in accordance with its published documentation.

14.2 Clerq does not warrant that the Platform will be uninterrupted or free from error, or that Output will be accurate, complete or fit for any particular purpose.

14.3 Each party warrants that it has the power and authority to enter into this agreement.

14.4 The Platform is supplied and acquired in trade. The parties agree that the Consumer Guarantees Act 1993 does not apply and that it is fair and reasonable for them to be bound by that agreement.

14.5 Except as expressly provided in these terms, and to the extent permitted by law, all other warranties, conditions and guarantees, whether express or implied, are excluded.

14.6 Nothing in these terms excludes, restricts or modifies any right or remedy that cannot lawfully be excluded, restricted or modified, including under the Fair Trading Act 1986.

15. Liability

15.1 Neither party is liable to the other for indirect or consequential loss, or for loss of profit, revenue, anticipated savings, goodwill or business opportunity, however arising.

15.2 Clerq is not liable for loss arising from: Output that has not been reviewed in accordance with cl 8.1; any decision, filing or advice of the Customer; the acts or omissions of a service connected by the Customer under cl 9.5; or the Customer’s failure to perform its own obligations under the Immigration Advisers Licensing Act 2007 or the Privacy Act 2020.

15.3 Clerq’s total aggregate liability in connection with this agreement is limited to the greater of the Fees paid by the Customer in the 12 months preceding the event giving rise to the claim and NZ$25,000, provided that in respect of a claim arising from a notifiable privacy breach caused by Clerq’s breach of clause 9 or clause 10 that limit is doubled.

15.4 Clauses 15.1 to 15.3 do not limit liability for the fraud or wilful misconduct of a party, for breach of clause 12, for the Customer’s obligation to pay Fees, or for any liability that cannot lawfully be limited.

15.5 Each party must take reasonable steps to mitigate its loss.

16. Indemnities

16.1 Clerq indemnifies the Customer against any third-party claim that the Platform, used in accordance with these terms, infringes that third party’s intellectual property rights in New Zealand. Clerq may at its option procure the right for the Customer to continue using the Platform, modify the Platform so that it is non-infringing, or terminate the affected subscription and refund Fees paid in respect of the unused period. This indemnity does not extend to a claim arising from Customer Data, from Output, or from combination with anything not supplied by Clerq.

16.2 The Customer indemnifies Clerq against any third-party claim arising from Customer Data that the Customer was not entitled to input, or from use of the Platform in breach of clause 6.

16.3 An indemnity under this clause is conditional upon the indemnified party giving prompt notice, making no admission of liability, and permitting the indemnifying party to control the defence with the reasonable cooperation of the indemnified party.

17. Suspension and termination

17.1 Clerq may suspend access where Fees are overdue and remain unpaid 14 days after a written reminder, where there is a credible security risk arising from the Customer’s account, or where continued access would contravene the law. Except where immediate suspension is necessary to protect data or systems, Clerq will first give notice and a reasonable opportunity to remedy, and will restore access promptly upon resolution.

17.2 Either party may terminate for material breach not remedied within 14 days of written notice.

17.3 Either party may terminate for convenience upon 30 days’ written notice. Where the Customer terminates under this clause, Fees paid in respect of the current period are not refundable. Where Clerq terminates under this clause, Clerq will refund Fees paid in respect of the unused period.

17.4 Either party may terminate immediately where the other becomes insolvent, has a receiver or liquidator appointed, or ceases to carry on business.

17.5 Clauses 2, 3.2, 8.4, 9.1, 9.7, 12, 13.1, 14.6, 15, 16, 18 and 21 survive termination, together with any clause that by its nature is intended to survive.

18. Export and deletion of Customer Data

18.1 The Customer may export Customer Data from the Platform in a structured, machine-readable format at any time during the Subscription Term.

18.2 Upon termination the Customer may export Customer Data for a period of 30 days. Clerq will not withhold export by reason of a disputed amount, except where Fees for the period in question are overdue and undisputed.

18.3 Following that period Clerq will delete Customer Data, including by destruction of the Customer’s tenant encryption key, within a further 30 days, except to the extent that retention is required by law. Clerq will confirm deletion in writing upon request.

18.4 Backups are deleted upon their ordinary cycle and remain subject to clauses 10 and 12 until deleted.

19. Support and availability

19.1 Clerq will provide support and target availability in accordance with Schedule 2.

19.2 Clerq will give reasonable notice of planned maintenance expected to render the Platform unavailable and will, where practicable, schedule it outside New Zealand business hours.

20. Variation of these terms

20.1 Clerq may vary these terms to reflect a change in the Platform, in the law, or in its operations.

20.2 Clerq will give not less than 30 days’ written notice of a variation, other than a variation required by law to take immediate effect or one that is neutral or favourable to the Customer.

20.3 Where a variation materially and adversely affects the Customer, the Customer may terminate without penalty by notice given before the variation takes effect and receive a pro-rata refund of Fees paid in respect of the unused period. That right is the Customer’s sole remedy in respect of a variation, and Clerq will state it in the notice.

20.4 This clause does not apply to a variation of the Fees, to which cl 5.4 and cl 5.5 apply.

21. General

21.1 Governing law. New Zealand law governs these terms. The parties submit to the non-exclusive jurisdiction of the New Zealand courts.

21.2 Disputes. Before commencing proceedings, other than for urgent interlocutory relief, a party must give written notice of the dispute, and each party must procure that a senior representative attempts in good faith to resolve it within 15 working days.

21.3 Notices. A notice must be in writing. Notices to Clerq go to hello@clerq.nz; notices to the Customer go to the billing contact in the Order or an email address the Customer has nominated. A notice sent by email is given upon transmission unless the sender receives notification of delivery failure.

21.4 Force majeure. Neither party is liable for a failure to perform, other than an obligation to pay money, caused by an event beyond its reasonable control, provided that it notifies the other and takes reasonable steps to mitigate. Where such an event continues for more than 30 days, either party may terminate.

21.5 Assignment. Neither party may assign without the other’s consent, which is not to be unreasonably withheld, save that Clerq may assign to a successor of the Clerq business upon notice.

21.6 Entire agreement. These terms, the Order and the Schedules constitute the entire agreement and supersede all prior discussions. Nothing in this clause limits liability for fraudulent misrepresentation or under the Fair Trading Act 1986.

21.7 Severability. An unenforceable provision is severed and the remainder continues in effect.

21.8 Waiver. A failure to enforce a right does not waive it.

21.9 Relationship. Nothing creates a partnership, joint venture, employment or agency relationship, other than the agency arising under cl 9.2 for the purposes of the Privacy Act 2020.

21.10 Electronic acceptance. These terms may be accepted electronically in accordance with the Contract and Commercial Law Act 2017.

Schedule 1 — Technical and organisational measures

• Customer Data is encrypted at rest using AES-256 or better and in transit over public networks using TLS 1.2 or better.
• Tenant isolation is enforced within the database upon every query.
• Access is role-based. Access by Clerq personnel to Customer Data is limited to those requiring it to provide support or operate the Platform and is logged.
• Actions affecting Customer Data are recorded in a tamper-evident log.
• Clerq personnel with access to Customer Data are subject to confidentiality obligations that survive the termination of their engagement.
• Automated dependency and vulnerability scanning is performed, with a documented remediation process.
• Backups are taken regularly, encrypted, and restorable, and restoration is tested.
• A business continuity plan is maintained and reviewed annually.
• Changes to the Platform are reviewed and tested before release, and deployments are automated and auditable.

Schedule 2 — Support and availability

• Support channel. Email to hello@clerq.nz, New Zealand business hours.
• Target response times. Critical — 1 business day; High — 2 business days; Other — 5 business days.
• Target availability. 99.5% per calendar month, excluding planned maintenance notified under cl 19.2 and events falling within cl 21.4.
• Remedy. The targets in this Schedule are targets. No service credits are offered during early access, and that is stated here rather than left unsaid.

Schedule 3 — Sub-processors

The current list of Sub-processors, stating the purpose and location of each, is published at clerq.nz/subprocessors.html and is incorporated by cl 11.1. The published list is the authoritative record; it is not duplicated here so that this agreement cannot fall out of date with it.