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Terms of Service

Welcome to Everymail, provided by Everymail GmbH of Olper Hütte 3, 57462 Olpe, Germany, doing business as Everymail ("we," "our," or "us"). These Terms of Service ("Terms") govern your (the “Customer” or “You”, “Your”) subscription to and your use of our email and collaboration services (the "Service").

These Terms form part of a legally binding agreement between you and us as described in section A.c below. It is imperative that you read them carefully before agreeing to them and using the Service. If you do not agree with any part of these Terms, you should refrain from subscribing to and using the Service.

A. Contracting

a. Eligibility. You may not subscribe to or use the Service where failure or fault of the Service could lead to death or injury of any person or to physical or environmental damages. We hereby object to and do not accept any subscription to our Service by persons, organizations, companies or any legal entities, including affiliates, which are involved or suspected of involvement in activities or causes relating to illegal gambling; terrorism; narcotics trafficking; arms trafficking or proliferation; development, design, manufacture, production, stockpiling, or use of nuclear, chemical or biological weapons, as well as weapons of mass destruction or missiles – this applies to any affiliation or partaking in such activities whatsoever; multi-level-marketing; credit repair; list brokers or rental services; pharmaceutical products; or social media related publicity services like selling retweets, fake-users, likes, and comparable measures.

b. Contracting. The Agreement becomes effective once you provide the required information, accept these Terms by ticking the respective checkbox, and successfully proceed through the subscription and checkout workflow (the “Order Flow”). By completing these actions, you enter into a binding contract with us and agree to comply with the Terms and to make timely payments as indicated in the Order Flow.

c. Scope of Agreement. The agreement governing your subscription to and use of the Service, including any software provided by us in conjunction with the Service, ("Agreement") is comprised of: (1) these Terms; (2) the specific terms of the subscription as provided for or referenced in the Order Flow; (3) any separate terms and conditions for such software; and (4) any applicable terms for additional features or enhancements referred to in section A.d. Each of the terms referred to in (2), (3) and (4) will prevail in case of any conflict with these Terms. Additionally, we may offer third-party integrations to enhance the Service. The Agreement only applies to our portion of the Service, and third-party services are subject to their own terms and conditions, compliance with which is solely Customer’s responsibility.

d. Chargeable Enhancements. We may offer additional features or enhanced allowances as part of the Service. These enhancements may have different billing cycles and specific contract terms and will require separate consent for activation. Where Customer can create accounts for usage by employees or other individuals, Customer agrees that any actions taken by such individuals are binding on Customer, including the activation of additional chargeable features. Any so activated chargeable enhancement becomes part of Customer’s subscription, subject to its specific terms. Unless provided for otherwise, any chargeable enhancement co-terminates with the subscription itself.

e. Messaging. We may contact you regarding product updates, Service status, special offerings related to our Service, chargeable enhancements and information about third-party integrations available for use and/or purchase through our Service. These communications may be made through email, phone, or other contact details you provide. By using the Service, you consent to receive such communications, which are an integral aspect of your use of the Service.

f. Transition from Your Previous Email Service Provider. The Service is offered to customers transitioning an existing mailbox from another email service provider (your "Previous Provider"). The transition takes place in three stages.

(1) Pre-provisioning. Before you complete the Order Flow, you enter your existing email address and the account number held with your Previous Provider. We use these to retrieve from your Previous Provider the email addresses associated with your account and display them to you, so that you can select the mailboxes you wish to subscribe to. This retrieval takes place before the Agreement comes into effect and is described here for information; it is carried out on the basis of the authorisation you give when you enter those details, as explained at that point in the Order Flow and in our Privacy Policy.

(2) Pre-synchronisation. After you complete the Order Flow and before the migration date notified to you, we retrieve the existing contents of your mailbox from your Previous Provider and copy them to the Service. This takes place in advance of the notified migration date so that the final transition can be completed quickly. Your mailbox with your Previous Provider continues to operate as normal during this period and you may continue to use it until the migration date.

(3) Migration. On and after the migration date, we retrieve the data that has changed since pre-synchronisation and complete the transition. From that point your mailbox is provided through the Service.

(4) Mailboxes you do not subscribe to. Where your account with your Previous Provider includes mailboxes that you do not select during the Order Flow, those mailboxes are shown in the Mailbox Manager in My Account and marked as not subscribed. For these mailboxes we hold only the email addresses and aliases retrieved at pre-provisioning; their contents are not copied to the Service and remain with your Previous Provider. You may add them to your subscription at any time until 12 February 2027, being the end of the subscription period. After that date you can no longer add them, and we will delete the email addresses and aliases we hold for them. Deletion takes place once the migration has been completed and in any event no later than [30 June 2027]. What happens to the contents of a mailbox you do not subscribe to is a matter between you and your Previous Provider. If you do not complete the Order Flow at all, we will delete the information retrieved at pre-provisioning by the same date.

By completing the Order Flow you authorise the retrievals described in stages (2) and (3). We carry out these stages using the access you authorise and the interfaces your Previous Provider makes available, and the data we are able to retrieve depends on what your Previous Provider makes available to us. Nothing in this section limits your rights under section J (Statutory Rights). Our handling of data retrieved from your Previous Provider is described in our Privacy Policy.

B. Fees, Billing, and Payment

a. Fees. The fees for the Service are outlined on the subscription pages and during the Order Flow and may vary based on tiers, features, or allowances selected. We may change the fees at any time on at least 30 days' prior notice, with any new pricing taking effect upon the next renewal of your subscription after that notice period. We will provide the notice of fee changes via email, in the subscription management portal, or elsewhere within the Service. If you are dissatisfied with any fee changes, you may elect not to renew your subscription in accordance with section D.a. Except where expressly provided otherwise in the Agreement, all fees are non-refundable, regardless of actual usage.

b. Invoices & Payment Details. Invoices will be issued and made accessible within the Service and/or sent via email.   Physical invoices are not available. Invoices are issued to the person or entity and address provided by Customer. It is Customer's responsibility to ensure that the relevant details are accurate and always up-to-date. Customer must also keep payment details current and ensure the payment method has sufficient funds. Additional costs incurred due to failed payments will be borne by Customer.

c. Taxes, Fees, Surcharges. Customer is responsible for all applicable taxes, including goods and services tax (GST), sales tax, value-added tax (VAT), or other similar taxes and charges imposed by authorities ("Sales Taxes"). Any applicable Sales Tax will be added to the invoice as a separate line item and shown in the order process. Compliance with all applicable tax obligations is Customer's responsibility.

d. Payment date. Fees must be paid in advance using one of the payment methods available in the Service, which are subject to change. If payment is not successful, we reserve the right to suspend access to the Service until payment is received, or to terminate in accordance with these Terms.

e. Payment disputes / Chargebacks. Customer may dispute an invoice or payment by providing notice giving detail of the grounds for dispute to our customer care channel. If our customer care does not resolve the matter within 10 days after Customer’s notice has been received, Customer may escalate through the dispute resolution procedure outlined in Section M. Costs incurred due to unjustified chargebacks will be borne by Customer.  

C. Service

a. Availability. We do not guarantee, represent or otherwise commit to uninterrupted Service availability and make no commitments regarding service levels. While we strive for constant availability, the Service may experience downtime due to system maintenance, the systems of our service providers, or events beyond our control, such as force majeure.

b. Limitations. The Service must not be used for engaging in high-risk activities or for use that requires compliance with special regulatory requirements, such as PCI-DSS. WE EXPLICITLY DISCLAIM RESPONSIBILITY, WARRANTIES (ALSO IMPLIED) OR REPRESENTATIONS FOR ENSURING COMPLIANCE WITH SUCH REQUIREMENTS; IT IS SOLELY CUSTOMER’S RESPONSIBILITY TO VERIFY IF THE SERVICE IS SUITABLE FOR ITS BUSINESS, LEGAL, REGULATORY OR OPERATIONAL REQUIREMENTS.

c. Modifications, Suspensions, Discontinuation. We reserve the right to modify, suspend, or discontinue the Service, fully or partially, at any time, subject to the below. We will make reasonable efforts to provide advance notice of such actions.

(1) Modifications: If we make a modification that negatively affects you and alters functionality or scope to your detriment, you may terminate your subscription by notifying us within 30 days after the modification shows effect. In such cases, we will refund any unused prepaid fees.

(2) Discontinuation: If the entire Service is discontinued, we will refund any unused prepaid fees. No termination rights are granted for partial discontinuations which have no detrimental impact on Customer. Where a partial discontinuation of the Service has a detrimental impact on Customer, the rights under subsection (1) above apply.

(3) Outages: Customer may terminate for temporary outages or interruptions of the Service if the duration of outages or interruptions in a month exceed 50% of the month and they materially affect the Service. In such cases, Customer may terminate within 30 days after the threshold has been passed, and we will refund any unused prepaid fees.  

d. Integrations. We may offer third-party integrations that interoperate with the Service. Permanent availability of these integrations is not guaranteed, and we may remove or alter them at any time. Customer acknowledges that third-party integrations may receive data from our Service, and that the use of such data by third parties is governed by their terms, and not by the Agreement. We disclaim responsibility for the actions or failures of third-party services. It is your responsibility to comply with the third party’s contractual terms.

e. Software. We may provide software applications for various devices for use in conjunction with the Service. Use of these applications is subject to these Terms and any supplemental or additional terms applying to the sources or platforms where the application is obtained, as well as any separate licence terms shown in the software itself.

D. Subscription Terms

a. Renewals. Subscriptions renew automatically at the end of each billing cycle, unless Customer provides notice of non-renewal at least one day before renewal. If Customer is on a 12-month billing cycle, we will provide at least 30 days' prior notice of the automatic renewal of the subscription(s). The first item ordered by Customer determines the billing cycle of all items ordered thereunder. All additional items and enhancements subsequently ordered will share the first item’s subscription term and billing cycle, and any applicable fees will be pro-rated accordingly. Any renewals of the subscription for the first item will renew the subscriptions for all additional items and enhancements. A termination of the subscription for the initial item will lead to co-termination of any subscriptions for subsequently added items. Notices of non-renewal must be submitted through the subscription management module within the Service. While enjoying any free trial, transitioning to a subsequent chargeable subscription can only be avoided by terminating the free trial, which results in the immediate loss of access to the respective Service. Additional conditions outlined in the Order Flow may apply.

b. Suspension. We reserve the right to suspend access to and operation of the Service in cases of non-payment or if we have reason to suspect breach of the Agreement or if an account is observed or reported to being subject to abuse. This includes breaches by Customer or Assigned Users. Suspension may occur without notice if a breach poses risks to the Service's integrity or security. During suspension, all applicable fees remain due and payable, and are non-refundable. Suspension will be lifted if and when the outstanding payment has been made or the breach (or alleged breach) is resolved, unless we terminate the subscription for Customer’s breach or non-payment in our sole discretion.

c. Termination by Customer. Customer may terminate their subscription at the end of the subscription term by giving notice as described under subsection a. above. Additionally, Customer may terminate for breach by us if the breach is not cured within 30 days after notice or is not reasonably capable of being cured with that period, or we discontinue the Service. In such cases, unused prepaid fees are refundable.   Termination for convenience is not permitted, except for Customer’s cancellation of any free trial.

d. Termination by Provider. We reserve the right to terminate in the following circumstances:

(1) Non-Payment: If Customer fails to pay within the specified period or any voluntary grace period given by us.

(2) Breach by Customer: If Customer or an Assigned User breaches these Terms or applicable law and the breach is not cured within 30 days after notice or is not reasonably capable of being cured within that period.

(3) Discontinuation or Transfer of Business: If we discontinue the Service or transfer our business or certain assets to another entity. In this case, unused prepaid fees are refundable unless (if applicable) the entity acquiring our business or assets continues providing the Service to you and provides you with credit for those fees.

(4) Insolvency: If Customer becomes insolvent or undergoes bankruptcy or liquidation proceedings.

(5) Third-Party IP Claim: If a third party alleges or claims that the Service infringes upon a third party’s intellectual property rights. In this case, unused prepaid fees are refundable.

e. Consequences of Termination or Non-Renewal. When Customer or any other person with access to the Service opts to delete a mailbox, or any enhancement thereto, the data stored and processed in the affected Service will immediately be deleted. Where Customer gives notice of non-renewal regarding any Service or part thereof, the Data stored and processed in the affected Service will be deleted at the end of the then-current subscription term. Customer is responsible for effecting final payments, exporting data using the measures provided in the Service, and informing all affected users of termination consequences beforehand.

f. Domain Licence. Where Customer provides or has provided the domain name(s) and/or sub-domains used for Customer's email address(es), Customer grants us a licence to use their domain name and their sub-domain solely for providing the Service. It is Customer's responsibility to ensure they have all rights to use such domain and sub-domain name(s). In other cases we may hold a licence or registration to the domain name(s) from a third party. If any of these licences or registrations ceases, we may terminate the subscription without penalty or other recourse. In case of cessation of such third-party licence or registration, unused prepaid fees are refundable.

g. Modification of TOS. We reserve the right to modify these Terms by posting an updated version at [insert], and if posted in this manner, the modified Terms shall be effective immediately upon posting such notice. We will inform you about a planned modification by giving at least 30 days’ notice prior to the effective date of the respective change. Changes which do not have a detrimental impact on Customer do not provide a termination right for Customer. For changes which have a detrimental impact on Customer, Customer may terminate within 30 days after receiving the notification by giving written notice, in which case unused prepaid fees are refundable.

E. Default

a. Invoices / Payments. Customer is in default if payments are not made as specified in the Order Flow. Disputes about invoices, charges and payments must be raised by giving sufficient detail of the cause.

b. Cost of Collection. Customer is responsible for all collection costs, including legal fees and expenses, reasonably incurred in connection with the recovery or attempted recovery of payments owing to us under the Agreement.

F. Customer Responsibilities

a. Customer Responsibility for User Actions. Where Customer's subscription permits, Customer may allot Service accounts to individuals within their organisation ("Assigned Users"). Customer is fully responsible for all actions performed by Assigned Users, as if such actions were performed by Customer themselves. Any use of the Service by Customer’s Assigned Users shall be considered authorised by Customer, and Customer shall be liable for any resulting consequences, including breaches of these Terms or violations of applicable laws. Customer will inform all Assigned Users of the essential responsibilities and obligations hereunder. Customer shall also inform Assigned Users of their Service accounts that Customer is able to reset the access credentials for any account, thereby blocking the user’s access and gaining access to all data stored in that user’s Service account.

b. Account Security. Customer is responsible for maintaining the security of all their accounts, including ensuring that passwords and other access credentials are kept confidential and not shared, except with Assigned Users. Each Assigned User must maintain the confidentiality of their credentials and is responsible for any actions taken using their account. Customer agrees that we may rely on any action performed by a logged-in Assigned User as authorised and binding on Customer.

c. Data Backup. It is Customer's sole responsibility to back up all data associated with their use of the Service and stored therein. We do not perform data backups on behalf of Customer and do not accept any liability for data loss. By using the Service, Customer acknowledges and agrees that we are not responsible for maintaining or backing up any data, and all risks related to data loss are borne by Customer. However, nothing in this section affects or limits any of our responsibilities under applicable privacy laws.

d. Acceptable Use Policy. Customer and Assigned Users must comply with all applicable laws. Customer, and all Assigned Users, are required to use the Service in compliance with all applicable laws and these Terms. The following activities are strictly prohibited:

(1) Using the Service for any unlawful purpose, including but not limited to fraud, spamming, or harassment, collection or use of information, such as email addresses, nick names or other identifiers, by deceit (for example by phishing, scamming, password robbery, spidering and harvesting);

(2) Engaging in activities that infringe upon the rights of third parties, including intellectual property rights, especially to infringe or misappropriate the rights of a third party in means of copyright, trade mark, service mark, invention or other intellectual property or proprietary information; to assist in such behaviour by displaying another person’s trade mark without permission; to publish another person’s trade secrets or violate confidentiality duties; to use the Service to download, publish, torrent, distribute, use, or otherwise copy in any manner any text, music, software, art, image, or other work protected by copyright law unless permission from the owner of the work to use or copy the work in that manner was obtained, or can be derived otherwise from established intellectual property law to copy or use the work or rights in that manner.

(3) Using the Service in a manner that could disrupt, disable, overburden, or impair the functioning of the Service or interfere with other customers' use of the Service, including but not limited to probing, scanning or testing the vulnerability of any system or network; testing or reverse-engineering the Service to find limitations, vulnerabilities or evade filtering capabilities; interfering with the use of the Service, or the equipment used to provide the Service; monitoring data or traffic on any network or system without our prior written authorisation; arranging directly or indirectly that any of our IP spaces is being listed on an abuse database; creating an unusual level of load on the Service by using scripts or applications to access the APIs of the Service.

(4) Attempting to gain unauthorised access to any part of the Service, including other users' accounts, data, or networks; compromising or bypassing our security measures by breach by altering, disabling, interfering with or circumventing any aspect of the Service; accessing, tampering with, or using non-public areas of the Service, shared areas of the Service the User has not been invited to; accessing or searching the Service by any means other than our publicly supported interfaces (for example by ‘scraping’); actively withholding or disguising identity or contact information, such as omission, deletion or misreporting of identification or transmission information

(5) Promoting any behaviour that may result in retaliation against our services, network or website, or our employees, officers, agents, affiliates, for example like resulting in a denial of service attack;

(6) Using the Service for unlawful, unreasonable and/or unsolicited marketing methods, including but not limited to overloading, flooding spam, broadcast attacking or mail-bombing any part of the Service; generating or facilitating unsolicited bulk commercial email; sending unsolicited communications, promotions or advertisements or spam; sending altered, deceptive or false source-identifying information, including ‘spoofing’ or ‘phishing’; promoting or advertising products or services other than your own without appropriate authorisation;

Customer agrees that any violation of this Acceptable Use Policy may result in immediate suspension or termination of the Service, as well as potential legal action.

e. Compliance. Customer shall comply with all relevant laws, ordinances, regulations and other binding legal instruments governing the usage of the Service. Especially, Customer shall (a) make available a privacy policy or other disclosure as far as legally required; (b) ensure that the recipients of any advertisement or commercial mailing have given their consent to receive such email as required by law; (c) ensure that any advertisement or commercial mailing includes a functional unsubscribe facility and accurately identifies of the person who authorised the sending of the message; and (d) honour revocations of consent to receive or to unsubscribe from receiving such emails and notify recipients thereof within the timeframes required by applicable law.

f. Prohibited Content. Customer shall not use the Service to store, send, receive or otherwise convey any data, files or other content (a) to violate or encourage the violation of the legal rights of others; (b) for any unlawful, invasive, infringing, defamatory, or fraudulent purpose or other malicious or morally repugnant purposes; (c) to intentionally distribute viruses, worms, trojan horses, corrupted files, hoaxes, or other terms of destructive or deceptive nature; (d) to impersonate or misrepresent their affiliation with any person or entity; (e) to publish or share materials that are unlawfully pornographic or indecent, or that advocate bigotry, religious, racial or ethnic hatred; (f) to publish or share content or links to content that is excessively violent or promotes, contains or incites violence, hate speech or creates risks for the safety or health of a person or the public as well as for national security or interferes with an investigation by law enforcement; (g) using false or misleading or deceptive header information in emails; (h) distributing software that covertly gathers or transmits user information; (i) to defame or violate a person’s privacy.

g. Privacy Policy. Customer acknowledges and agrees that their and their Assigned Users' use of the Service is subject to our Privacy Policy, which can be found here: [insert]. In respect of personal information stored in the Service, where Customer is a business, Customer may be considered a data controller (or a comparable role) or to be holding the personal information in accordance with applicable data protection or privacy laws. In any case, Customer must inform all Assigned Users of our Privacy Policy.

h. User Content. Customer and Assigned Users are solely responsible for any content they upload, create, or receive using the Service. We do not proactively monitor user content, and all responsibility for the legality, reliability, and appropriateness of such content rests with Customer and users. However, if we become aware of any unlawful or infringing material, we reserve the right to remove such content without further notice and may suspend or terminate access to the Service. By using the Service, Customer grants, and must ensure its Assigned Users grant, us a licence to use, store, and process the content they upload, create, or receive solely for the purpose of providing the Service. This licence is non-exclusive and limited strictly to the duration of Customer's use of the Service.

G. Representations and Warranties

Customer represents and warrants that it has the authority to enter into the Agreement and to use the Service in compliance with these Terms and all applicable laws. Customer warrants that they will use the Service solely for authorised purposes and in accordance with all applicable laws and these Terms.

SUBJECT TO SECTION J (STATUTORY RIGHTS), WE PROVIDE THE SERVICE "AS IS" AND "AS AVAILABLE", WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

H. Indemnification

Customer agrees to indemnify, defend, and hold us harmless from and against any and all liabilities, damages, losses, and expenses (including reasonable legal costs) suffered or incurred by us arising out of or in connection with any third party claim brought against us to the extent that such claim has arisen from: (i) Customer's or their Assigned Users' use of the Service in breach of section F (Customer Responsibilities); (ii) any content uploaded, created, or received by Customer or their Assigned Users using the Service breaching or contravening section F (Customer Responsibilities); or (iii) Customer's or their Assigned Users' use of the Service violating any applicable law or third-party rights, including intellectual property rights.

This indemnity obligation will survive the termination or expiration of the Agreement. However, this indemnity obligation will not apply to the extent the third party claim has arisen from our own breach of these Terms or violation of applicable law or third-party rights, including intellectual property rights.

The liabilities, damages, losses, and expenses referred to in this indemnity are not indirect, incidental, special, consequential, or punitive damages for the purposes of section I. (Limitation of Liability).

I. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL LIABILITY TO THE OTHER PARTY, FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THE SUPPLY OR USE OF THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE AMOUNT CUSTOMER HAS PAID TO US FOR THE SERVICE IN THE 12 MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE FIRST CLAIM MADE BY THE OTHER PARTY. HOWEVER, THIS LIMITATION OF LIABILITY IS SUBJECT TO SECTION J (STATUTORY RIGHTS) AND WILL NOT APPLY TO:

  • CLAIMS FOR NON-PAYMENT OF FEES AND COLLECTION COSTS; AND
  • CLAIMS UNDER THE INDEMNITY IN SECTION H. (INDEMNIFICATION).

SUBJECT TO SECTION J (STATUTORY RIGHTS), WE EXPRESSLY DISCLAIM LIABILITY FOR ANY DAMAGES RESULTING FROM:

  • ANY LOSS OR CORRUPTION OF DATA;
  • ANY SERVICE INTERRUPTIONS, INCLUDING THOSE RESULTING FROM MAINTENANCE, POWER, INTERNET OR INFRASTRUCTURE FAILURES, OR OTHER EVENTS OUTSIDE OUR REASONABLE CONTROL; AND
  • ANY UNAUTHORISED ACCESS TO CUSTOMER ACCOUNTS DUE TO CUSTOMER'S FAILURE TO MAINTAIN PROPER SECURITY.

SUBJECT TO SECTION J (STATUTORY RIGHTS), IN NO EVENT SHALL A PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUE, BUSINESS, DATA, OR USE, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

CUSTOMER AGREES THAT THESE LIMITATIONS OF LIABILITY ARE AN ESSENTIAL PART OF THE AGREEMENT AND REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES.

J. Statutory Rights

If and to the extent that the Fair Trading Act 1986 or the Consumer Guarantees Act 1993 applies to the Service or any of our conduct in relation to the Agreement, then nothing in these Terms limits, contracts outs of, or excludes any rights or remedies you may have under, those Acts.

The Fair Trading Act contains prohibitions on misleading and deceptive conduct and false, misleading and unsubstantiated representations.

The Consumer Guarantees Act contains statutory guarantees in relation to the supply of goods and services, including that the services will be carried out with reasonable care and skill. However, the Consumer Guarantees Act only applies to goods or services of a kind ordinarily acquired for personal, domestic, or household use or consumption. Where the Service you have subscribed for is a service of a kind ordinarily acquired for business use, the Consumer Guarantees Act will not apply.

In addition, nothing in these Terms limits, contracts outs of, or excludes any rights or remedies you may have under, any other applicable laws which cannot be lawfully limited, contracted out of, or excluded.

K. Force Majeure

A party shall not be liable, and the other party shall not have any recourse, for any failure or delay in performing any obligations under these Terms if such failure or delay is caused by events beyond that party's reasonable control. These events include, but are not limited to, natural disasters (such as floods, earthquakes, hurricanes), acts of war, terrorism, civil unrest, governmental actions, regulatory changes, network or power failures, epidemics or any other event that would make it impracticable or impossible for us to provide the Service. We will make reasonable efforts to notify Customers of any such force majeure event that impacts our ability to provide the Service.

L. Intellectual Property

a. Ownership. The Service, including but not limited to all software, code, algorithms, updates, improvements, modifications, and derivative works contained in it or made available for use with the Service, is and shall remain our exclusive property. All rights, title, and interest in and to the Service are reserved to us, except as expressly granted to Customer under these Terms.

b. Licence Grant. Subject to compliance with these Terms, we grant Customer a limited, non-exclusive, revocable, non-transferable licence to access and use the Service solely for Customer’s internal business purposes and for any other personal, non-commercial purposes. Any other use of the Service is strictly prohibited without our prior written consent.

c. Third-Party and Open-Source Software. The Service and any software made available for use with the Service may contain third-party or open-source software components. The use of such components is governed by their respective licences, copyright notices, and terms, which are available within the Service. By using the Service, Customer agrees to comply with all such third-party terms.

d. Trade marks and Branding.  All trade marks, service marks, logos, and branding associated with the Service are our exclusive property or the exclusive property of our subcontractors, partners or affiliates. Nothing in these Terms grants Customer any rights to use any of these trademarks or branding without prior written authorisation.

e. Feedback and Suggestions. Any feedback, suggestions, recommendations, or ideas provided by Customer regarding improvements or modifications to the Service (“Feedback”) shall become our sole and exclusive property. Customer hereby assigns to us all rights, title, and interest in such Feedback without the need for any further action or compensation.

f. Copyright / IP Infringement. The Service does not necessarily feature any publicly accessible sharing functionality. However, if the Service includes any publicly accessible areas or sharing features, the following procedure applies.

(1) Notice and Takedown Procedure: If you believe that any content available on or through the Service infringes your copyright or other intellectual property rights, you may notify us by providing a written notice with the following information: (i) identification of the material that you claim is infringing, (ii) a description of the infringement, and (iii) your contact information. Upon receiving a notice, we may remove or disable access to the allegedly infringing material.

(2) Disputes Regarding Takedown: If Customer believes that content removed by us was removed in error, they may submit a counter-notification with sufficient details to dispute the takedown. We reserve the right to reinstate the content if, upon review, we find it was wrongfully removed.

(3) Disclaimer: We do not actively monitor the Service for copyright or intellectual property infringement. However, upon becoming aware of potentially infringing material, we may take action, including removal of the content and suspension or termination of user access.

M. Disclosure Policy

We may be required to disclose Customer information to comply with a current judicial proceeding, a court order, subpoena or other lawful process served on us. It is our policy to notify Customer of any such requests, to the extent permitted by law, prior to disclosing the requested information. Customer accepts such notifications via email, and will be responsible for contesting or rejecting such requests in their own responsibility and at their own cost. Customers are responsible for any costs incurred by us in responding to such requests, including reasonable administrative fees, legal fees, and any other expenses, as far as the claimant does not reimburse us directly.

N. General

a. No Resale. The Service is provided exclusively for Customer's internal business or personal, non-commercial use and may not be resold, sublicensed, or otherwise made available to third parties. This restriction does not prevent Customer from assigning individual accounts to their employees, contractors, advisors, or other individuals directly engaged in their business, provided that such use is solely for Customer's own purposes and not for the benefit of those third parties. Any unauthorised resale or distribution of the Service is strictly prohibited and may result in termination of the Service.

b. Assignment. Customer shall not assign their rights or obligations under the Agreement without our prior written consent, which shall not be unreasonably withheld. We may assign our rights or obligations under the Agreement freely, without restriction. Where we assign any of our obligations we will ensure that the assignee agrees to perform those obligations.

c. Novation/Transfer. We reserve the right to novate or otherwise transfer the Agreement, including all rights and obligations, to another entity, such as in the case of a merger, acquisition, corporate restructuring, or a transfer of the business that includes this particular line of service. This includes transferring all account data, account content, and payment information. Customer agrees that by continuing to use the Service after such a transfer, they accept the new provider as a party to the Agreement with the same rights and obligations as we had before the transfer. Reasonable notice of any such novation or transfer will be provided to Customer and we will ensure that the new provider agrees to perform our obligations under the Agreement.

d. Notices. Notices of non-renewal and changes of contact data, payment details, and other information editable in the subscription management system of the Service are to be submitted only by these means. Customer shall transmit other legal and contractual notices via post mail to us, with a copy to legal@everymail.com. We may issue notices of any kind to Customer via their primary email account, by post, or as a display message within the Service. Customer care interactions are meant for convenience and to deal with technical questions only; any notices provided through customer care channels are not legally binding, except as provided for otherwise herein.

e. Internal Escalation. In the event of any dispute, controversy, or claim arising out of or relating to the Agreement, including any question regarding its existence, validity, or termination, (each a “Dispute”) the parties agree to follow this binding escalation procedure before initiating any litigation: The aggrieved party shall provide written notice to the other party, detailing the nature of the Dispute and any proposed resolution (“Notice of Dispute”). Upon receipt of the Notice of Dispute, the parties shall meet (in person or remotely) in good faith to negotiate and attempt to resolve the Dispute within 20 business days. Where representatives of a party attend the meeting, they must have the authority to settle the Dispute on behalf of that party. Compliance with this escalation procedure is a binding condition precedent to commencing any formal litigation proceedings, except where interim relief or urgent injunctive relief is sought and such steps are impracticable. Any failure to comply with this clause shall bar the initiation of formal proceedings until the escalation steps are completed. All discussions and negotiations under this escalation procedure shall be conducted on a confidential, without-prejudice basis and shall not be admissible in subsequent proceedings.

f. Statute of Limitations. Subject to section J. (Statutory Rights), any claim or cause of action arising out of or related to use of the Service or the Agreement must be filed within one year after the claimant first became aware of such claim or cause of action or otherwise will be forever barred.

g. Export Control. Customer agrees to comply with all applicable export control and sanctions laws and regulations, including, without limitation, those of the United States and the European Union. Customer shall not, directly or indirectly, use, transfer, export, or re-export any products, services, or technical data provided by us in violation of any applicable export control laws or sanctions, including but not limited to U.S. Export Administration Regulations (EAR) and EU sanctions regulations. This includes ensuring that our products or services are not provided to any sanctioned country, entity, or individual without the appropriate governmental authorisation.

O. Miscellaneous

a. Severability. If any provision of the Agreement is found to be unenforceable or invalid under any applicable law, such provision shall be modified to reflect the parties' intention as closely as possible while remaining enforceable, or, if that is not possible, shall be deemed omitted. The remaining provisions shall continue in full force and effect.

b. Entire Agreement. The Agreement, together with any referenced policies, constitute the entire agreement between you and us concerning the Service. They supersede any prior agreements, understandings, or representations regarding the Service. However nothing in this section will affect, limit or exclude any rights or remedies you may have under Subpart 3 of Part 2 of the Contract and Commercial Law Act 2017 in respect of any misrepresentation by us which induced your entry into the Agreement.

c. No Waiver. A party's failure to enforce any provision of the Agreement shall not be deemed a waiver of that provision or any other provision, and no waiver will be effective unless made in writing and signed by the party providing the waiver.

d. Governing Law. The Agreement shall be governed by and construed in accordance with the laws of New Zealand, without regard to its conflict of law principles.

e. Headings. The headings used in these Terms are for convenience only and shall not affect the interpretation of the provisions.

f. Relationship of the Parties. Nothing in these Terms shall be deemed to create any partnership, joint venture, employer-employee, or franchisor-franchisee relationship between you and us.

Last update: 28 October 2026