Terms & Conditions

1.1 General

You may access and use the Services in accordance with this Agreement.

1.2 Third-Party Services and Content

Third-Party Content and third-party services may be used by you at your election. Third-Party Content is governed by this Agreement and, if applicable, by separate terms and conditions accompanying it, which may include separate fees and charges.

Where you connect a third-party service, application or automated system to the Blutui Platform, including through our APIs, you are responsible for that connection, for the activity it generates, and for compliance by that service with this Agreement and the Policies. We do not warrant the availability, security or performance of any third-party service and we are not responsible for its acts or omissions.

1.3 Security

(a) Without limiting Section 8 or your obligations under Section 2.2, we will implement reasonable and appropriate technical and organisational measures designed to secure Your Content against accidental or unlawful loss, access or disclosure.

(b) As at the date of these Terms, those measures include:

(i) Hosting: the Services and Your Content are hosted on Amazon Web Services (AWS), and we rely on AWS for the physical and environmental security of its data centres;

(ii) Encryption: Your Content is encrypted in transit using TLS 1.2 or higher, and at rest (including in backups) using AES-256;

(iii) Access controls: access to production systems and Your Content is limited to personnel who need it for their role, is protected by multi-factor authentication and is logged. All personnel with access are bound by confidentiality obligations;

(iv) Secure development: code changes are peer-reviewed before deployment, and our software dependencies are automatically scanned for known vulnerabilities;

(v) Incident response: we keep procedures for detecting and responding to security incidents. If we become aware of a security incident affecting Your Content, we will notify you without undue delay and give you the information reasonably available to us.

(c) We may change the measures described in paragraph (b) from time to time, provided that any change does not materially reduce the overall level of protection given to Your Content.

1.4 Service Availability

We provide an Uptime Commitment in respect of published Projects on the Agency Growth Plan, as set out in this Section 1.4. No Uptime Commitment applies to the Studio Starter Plan.

The Uptime Commitment applies only to the availability of published Projects. It does not apply to the Agency Console, our APIs, the build and publish pipeline, or any other part of the Services.

Uptime Commitment. We will use commercially reasonable efforts to ensure that each published Project on the Agency Growth Plan is available at least 99.9% of the time in each calendar month ("Monthly Uptime").

Measurement. Monthly Uptime is measured by our monitoring systems as the percentage of minutes in the calendar month during which the published Project is available, excluding any unavailability described in the exclusions below.

Service credits. If Monthly Uptime for a published Project falls below 99.9%, you may claim a service credit calculated as a percentage of that Project's Project Fee for the affected month:

Claims. To claim a service credit, you must notify us in writing within 30 days of the end of the month in which the unavailability occurred, identifying the affected Project and the dates and times of unavailability. Service credits are applied to your next invoice and are not payable in cash.

Limits. Service credits for a Project in any month will not exceed the Project Fee for that Project for that month. Service credits are your sole and exclusive remedy for any failure to meet the Uptime Commitment.

The Uptime Commitment does not apply to unavailability caused by: planned maintenance notified in advance in accordance with this Section; your acts or omissions, including your code, configuration, DNS settings or usage exceeding the Fair Use Policy; failures of third-party services or infrastructure on which the Services depend; or any event described in Section 12.3.

We will give you at least 72 hours’ notice of planned maintenance likely to affect the availability of published Projects.

1.5 Backup and Restoration

We back up the Blutui Platform, including Your Content, at regular intervals, currently every 12 hours. These backups are for disaster recovery. We use them to restore the Services after a significant loss of data affecting the Blutui Platform, such as a system failure or security incident.

Backups are not available to restore individual Projects, pages, files or earlier versions of Your Content on request, and the Services do not include a self-service backup or restore feature. Where we restore from a backup, the Services will be returned to the most recent backup available, so changes made after that backup may be lost. We do not guarantee that Your Content can be recovered.

This Section does not reduce your responsibilities under Section 2.3, including keeping your own copies of material you cannot afford to lose.

1.6 Domain Name Services

Where you use the Services to connect or route a domain name, we rely on third-party providers including Amazon Web Services for DNS resolution and routing. You remain responsible for the registration, renewal and ownership of any domain name you connect to a Project, and for the accuracy of the records you configure.

1.7 TLS and HTTPS Certificates

You authorise us to request, mint, install, renew and maintain TLS certificates for any domain you connect to a Project, for as long as that domain is connected. You confirm that you have the authority to give this authorisation in respect of each domain you connect.

1.8 Copyright and Content Complaints

Where we receive a complaint that content hosted on the Blutui Platform infringes a third party’s rights or breaches the Acceptable Use Policy, we may investigate, request information from you, and remove or disable access to the content concerned. We will notify you of any removal or disabling unless prohibited by law. Complaints may be sent to abuse@blutui.com.

2.1 Your Account

You will comply with this Agreement and all laws, rules and regulations applicable to your use of the Services.

To access the Services, you must have a Blutui account associated with a valid email address and a valid form of payment. You will keep your payment method current for as long as any fees remain payable.

Except to the extent caused by our breach of this Agreement:

(a) you are responsible for all activities that occur under your account, regardless of whether those activities are authorised by you or undertaken by you, your personnel, your contractors, your agents or your Authorised Users, and regardless of whether they are carried out by a person or by an automated system; and

(b) we and our affiliates are not responsible for unauthorised access to your account.

2.2 Your Content

You are responsible for Your Content.

You will ensure that Your Content, and your and your Authorised Users’ use of Your Content or the Services, does not violate any of the Policies or any applicable law.

2.3 Your Security and Backup

You are responsible for properly configuring and using the Services and for taking appropriate action to secure and protect your account and Your Content, which may include use of encryption and retention of your own copies of material you cannot afford to lose.

2.4 Log-In Credentials and Account Keys

Blutui log-in credentials and private keys generated by the Services are for your internal use only and you will not sell, transfer or sublicense them, except that you may disclose a private key to your agents, subcontractors and automated systems performing work on your behalf. You remain responsible for all activity conducted using those credentials.

2.5 Authorised Users

You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to this Agreement, Your Content or use of the Services.

You are responsible for your Authorised Users’ use of Your Content and the Services, and for their compliance with your obligations under this Agreement. This includes any individual to whom you grant client-side editing access.

If you become aware of any violation of your obligations under this Agreement caused by an Authorised User, you will immediately suspend that Authorised User’s access.

We do not provide support or services to your Authorised Users unless we have a separate agreement obligating us to do so.

2.6 Professional Eligibility

You represent and warrant that you are a digital, creative, web or marketing practitioner, agency or studio, that you are acquiring the Services in trade for the purposes of your business, and that the information you provide to us on sign-up and afterwards is accurate and complete.

We may verify your eligibility, at any time and may request reasonable supporting information. Where this representation is or becomes untrue, we may exercise our rights under Section 4.

2.7 Your Agency Clients

You contract with your Agency Clients in your own name and as principal, not as our agent. We have no contractual relationship with, and owe no duty to, any Agency Client or Site Visitor, except as expressly set out in Section 5.4.

You will not represent to any Agency Client or Site Visitor that we have any obligation to them.

2.8 Site Ownership Disputes

Where a dispute arises between you and an Agency Client, or between you and any other person, as to the ownership of or entitlement to a Project, we are not obliged to determine that dispute.

We may, at our discretion and on notice to you, suspend changes to the Project concerned, maintain it in its current state pending resolution, or act in accordance with a court order or the written agreement of all parties claiming an interest. We may recover our reasonable costs of doing so.

3.1 Service Fees

We calculate and bill fees and charges monthly.

We may bill you more frequently for fees accrued if we suspect that your account is at risk of non-payment.

You will pay us the applicable fees and charges for use of the Services using one of the payment methods we support.

All amounts payable by you under this Agreement will be paid without setoff or counterclaim, and without any deduction or withholding.

Fees and charges for any new Service or new feature will be effective when we contact you to update fees and charges, unless we expressly state otherwise.

We will give you at least 60 days’ prior notice before increasing or adding fees and charges for any existing Services you are using. This notice period applies notwithstanding Section 11.

Subject to Section 3.6, we may charge interest at the rate of 1.5% per month, or the highest rate permitted by law if less, on all overdue amounts, together with our reasonable costs of recovery including debt collection agency fees, legal costs and payment provider chargeback fees.

3.2 Plans

These Terms apply to your subscription to Blutui’s Studio Starter plan or Agency Growth plan, as selected by you in the Blutui Platform or otherwise agreed with us in writing.

The “Service Fee” for each Plan comprises:

(a) an Agency Fee, where applicable to your Plan, billed monthly in advance;

(b) a per-seat fee for each additional Authorised User on your account, billed monthly in advance;

(c) a Project Fee for each published Project, billed monthly in advance; and

(d) any Overage Charges for Project Usage exceeding the Included Usage of a Project's Project Pricing Tier, billed monthly in arrears for the billing period in which the usage occurred, in accordance with Section 3.4.

Studio Starter Plan

Agency Fee: None.

Per Seat: The first seat is included at no charge. Each additional Authorised User is billed at our then-current per-seat rate. There is no fixed upper limit on paid seats, subject to reasonable use of the Services.

Sandbox Projects: Up to 5 Sandbox Projects in total per account.

Published Projects: Unlimited, subject to applicable Project Fees.

Agency Support: Core Support Response Targets included at no additional charge. Classic and Cobalt available at our then-current rates.

Uptime Commitment: Not included.

White-labelling and user permissions: Not included.

Agency Growth Plan

Agency Fee: As published on the Blutui pricing page, billed monthly in advance.

Per Seat: The first seat is included at no charge. Each additional Authorised User is billed at our then-current per-seat rate. There is no fixed upper limit on paid seats, subject to reasonable use of the Services.

Sandbox Projects: Unlimited.

Published Projects: Unlimited, subject to applicable Project Fees.

White-labelling and user permissions: Included.

Agency Support: Classic Support Response Targets included at no additional charge. Cobalt available at our then-current rate.

Uptime Commitment: As set out in Section 1.4.

Project Pricing Tiers (both Plans)

Project Pricing is billed per published Project, per month, and applies on the same basis to both Plans. Current Project Pricing Tiers and Included Usage allowances are made available through the Blutui Platform and may be updated in accordance with Section 3.1.

Campaign: For landing pages and small sites. 15GB bandwidth and 5GB storage.

Showcase: For business, corporate and marketing sites. 100GB bandwidth and 25GB storage.

Corporate: For busy business, and corporate sites. 250GB bandwidth, 40GB storage and ~125,000 page views.

Scale: For highly trafficked, content-heavy websites. 500GB bandwidth and 100GB storage.

Scale Plus: For highly trafficked, content-heavy websites. 1TB bandwidth and 150GB storage.

Scale Max: For highly trafficked, content-heavy websites. 2TB bandwidth and 200GB storage.

Project Pricing remains subject to the Fair Use Policy.

Support Response Targets

Core: Email support, Slack and/or Discord support with a 48-hour technical response target.

Classic: Priority email, Slack and/or Discord support with a 12-hour technical response target.

Cobalt: Dedicated account manager, WhatsApp, email and Slack support, personalised onboarding during the first 30 days, 2-hour technical response target and project consulting.

Support Response Targets are targets for our initial response and are not an Uptime Commitment or a guarantee of resolution within any period.

3.3 Projects and Sandbox Projects

A “Project” is a published website, microsite or campaign landing page.

A “Sandbox Project” is a project held in a development environment and not published, including a prototype or staging site made available for review or approval. Sandbox Projects do not attract a Project Fee and count towards the Sandbox Project allowance for your Plan.

Studio Starter - Where your account has reached or exceeds its Sandbox Project allowance, including because a published Project has been unpublished, your existing Sandbox Projects are not affected, but you will not be able to create a new Sandbox Project until you archive or publish enough existing Sandbox Projects to bring your account below the allowance.

3.4 Project Usage, Spike & Scale and Overage Charges

This Section 3.4 applies to Projects on both Plans.

3.4.1 Project Usage

Each published Project is assigned a Project Pricing Tier based on the applicable monthly bandwidth, storage, page-view and other usage allowances published by Blutui from time to time.

The applicable Project Pricing Tier and its Included Usage allowances are displayed in the Blutui Platform.

3.4.2 Demand-Led Scaling

Blutui operates a demand-led infrastructure scaling system known as Spike & Scale.

Spike & Scale is designed to allow Project infrastructure to respond to increases in actual traffic, bandwidth, storage and other applicable usage without requiring you to predict in advance the precise level of usage a Project may require.

Spike & Scale may automatically adjust infrastructure capacity and the applicable Project Pricing Tier in response to actual Project demand.

3.4.3 20% Usage Tolerance on Bandwidth

Where Project bandwidth exceeds the Included Usage of the applicable Project Pricing Tier by up to 20% during a monthly billing period, Blutui will ordinarily permit that additional usage without automatically moving the Project to a higher Project Pricing Tier or applying an Overage Charge solely as a result of that usage.

This tolerance accommodates normal variations and temporary increases in Project Usage. It does not constitute an entitlement to unlimited usage or override the Fair Use Policy.

3.4.4 Moving to a Higher Project Pricing Tier

Spike & Scale may move a Project to the next appropriate Project Pricing Tier where Project Usage exceeds the Included Usage of the Project's current Project Pricing Tier in two consecutive monthly billing periods.

3.4.5 No Suitable Higher Tier

Where a Project meets the conditions in Section 3.4.4 but there is no commercially available higher Project Pricing Tier that appropriately accommodates its usage, the Project will remain on its current tier, Overage Charges will continue to apply under Section 3.4.6, and we may contact you to agree an appropriate arrangement for the Project.

3.4.6 Overage Charges

Where Project Usage exceeds the Included Usage of the applicable Project Pricing Tier during a monthly billing period, we will apply an Overage Charge, except where the excess is bandwidth within the tolerance described in Section 3.4.3. Where bandwidth exceeds 120% of the Included Usage, the Overage Charge applies to all bandwidth above the Included Usage, not only the bandwidth above 120%. For example, where a Project uses 121% of its Included Usage, the Overage Charge applies to 21% of its Included Usage. Overage Charges apply on every Project Pricing Tier.

Unlike Project Fees, which are billed in advance, Overage Charges are billed in arrears after the billing period in which the usage occurred. Applicable Overage Charge rates are made available through the Blutui Platform.

3.4.7 Overage Cap

The Overage Charge for a Project in any monthly billing period will not exceed the difference between the Project Fee for its current Project Pricing Tier and the Project Fee for the next Project Pricing Tier.

3.4.8 Notifications and Upgrading a Project Pricing Tier

We will use reasonable efforts to notify you through the Blutui Platform, account notifications or other available communication methods when a Project is approaching, reaches or materially exceeds the usage allowance of its current Project Pricing Tier, and when a Project Pricing Tier change or Overage Charge is likely to apply.

You are not required to change Project Pricing Tier because of a temporary increase in usage, and any Overage Charges will apply in accordance with Section 3.4.6. You may choose to move a Project to a higher Project Pricing Tier at any time through the Blutui Platform. Where the Project's usage in the current billing period is at or below 120% of its Included Usage, the change will take effect immediately and a prorated Project Fee will be charged for the rest of that billing period. Where usage has exceeded 120% of its Included Usage, the change will take effect from the next monthly billing period, and Overage Charges under Section 3.4.6 will apply to usage in the current billing period.

You acknowledge that usage may change rapidly and that notifications may not always be delivered before additional usage occurs.

The absence, delay or failure of a notification does not relieve you of your obligation to pay applicable Project Fees, tier charges or Overage Charges properly incurred.

3.4.9 Usage Measurement

Project Usage will be determined using our reasonable measurement and monitoring systems.

Our records of bandwidth, storage and other metered usage will be conclusive for billing purposes except in the case of manifest error or where you dispute an amount under Section 3.6.

3.4.10 Multiple Usage Measures

A Project may consume more than one category of Included Usage, including bandwidth, and storage.

We may assess each applicable usage category when determining whether a Project has exceeded its Project Pricing Tier and which Project Pricing Tier is appropriate.

3.4.11 Spike & Scale Does Not Limit Fair Use

Spike & Scale is a pricing and infrastructure management mechanism and does not replace or limit the Fair Use Policy.

We reserve the right to address usage that is excessive, abusive, abnormal or materially inconsistent with the intended use of the Services in accordance with the Fair Use Policy, including automated and programmatic usage.

3.5 Non-Payment

Where an amount remains unpaid after its due date, the following applies. Each step is subject to notice to you, and we may take any step earlier where Section 4.1(d) applies.

Restriction or suspension under this Section does not relieve you of liability for fees and charges incurred, including during any period of restriction or suspension.

3.6 Disputed Amounts

If you dispute an invoiced amount in good faith, you must notify us in writing within 14 days of the invoice date, identifying the amount disputed and the basis of the dispute.

You will pay all undisputed amounts by the due date. We will not apply interest to, restrict or suspend your account in respect of a properly notified disputed amount while the dispute is being resolved.

The parties will work in good faith to resolve the dispute promptly. Where it is resolved in our favour, the amount becomes payable within 14 days and interest accrues from the original due date.

3.7 Project Pricing Changes

Where we determine that a Project should move to a higher Project Pricing Tier under Section 3.4, we will advise you of the change and the expected resulting Project Fee through the Blutui Platform or another reasonable notification method.

You remain responsible for Project Fees and applicable Overage Charges incurred through actual use of the Services, regardless of whether you have reviewed or acknowledged a usage notification.

3.8 Temporary Traffic Spikes

You acknowledge that Projects, particularly campaign sites, promotional sites and other high-traffic Projects, may experience temporary or unexpected increases in traffic and usage.

Spike & Scale is specifically intended to accommodate such changes without requiring you to manually predict or pre-select infrastructure capacity in advance.

A temporary increase in usage does not, by itself, constitute a breach of these Terms.

Where usage remains within the 20% tolerance described in Section 3.4.3, we will ordinarily permit it without an immediate Project Pricing Tier change or Overage Charge, subject always to the Fair Use Policy.

3.9 Your Responsibility for Project Usage

You remain responsible for monitoring your Projects and for managing usage where you are aware that a Project is likely to experience sustained or substantial increases in traffic, storage or other usage.

Where you anticipate a significant campaign, launch, media event or other activity likely to materially increase Project Usage, you may contact us to discuss the anticipated usage and the appropriate Project Pricing Tier.

3.10 Project Pricing Is Separate From Plan Fees

Project Fees, Project Pricing Tier charges and Overage Charges are separate from your Agency Fee, where applicable to your Plan, your per-seat fees and other subscription charges.

A change to a Project Pricing Tier does not, by itself, constitute a change to your Plan.

3.11 No Retroactive Penalty for Ordinary Usage

Subject to Section 3.4, we will not apply a punitive or retrospective Project Pricing penalty solely because a Project experiences a temporary increase in normal traffic, storage or usage.

Where Spike & Scale moves a Project to a higher Project Pricing Tier, the purpose of that change is to align the Project’s ongoing pricing with its demonstrated usage and infrastructure requirements.

3.12 Pricing and Usage Information

Current Project Pricing Tiers, Included Usage allowances and applicable Overage Charge rates are available through the Blutui Platform.

We may amend Project Pricing Tiers, Included Usage allowances and Overage Charge rates in accordance with Section 3.1.

3.13 Billing Commencement and Plan Changes

Billing commencement. Your billing anniversary commences on the first date on which you either publish a Project or subscribe to a Plan carrying an Agency Fee, whichever occurs first. Agency Fees, per-seat fees and Project Fees are billed monthly in advance from that date.

Part-month charges. Where a Project is published, or a seat added or cancelled, part-way through a monthly billing period, the applicable fee is charged for that month or part month and applied to your account.

Changing Plans. You may change your Plan at any time through the Blutui Platform or by notice to us. Where you upgrade from Studio Starter to Agency Growth, the Agency Fee is charged pro rata from the effective date of the change to your next billing anniversary. Where you move from Agency Growth to Studio Starter, the change takes effect from the start of the next monthly billing period. If your account then exceeds the Sandbox Project allowance applicable to Studio Starter, Section 3.3 applies. A change of Plan does not, by itself, change the Project Pricing Tier applicable to any Project.

3.14 Refunds

Where this Agreement is terminated, the Services continue until the end of the period for which fees have been paid. Fees already paid are not refundable, in whole or in part, except where required by law or where we expressly agree otherwise in writing.

Nothing in this Section limits any remedy that cannot be excluded under applicable law.

3.15 Implementation or Onboarding Fees

In addition to the above fees, a one-off implementation or onboarding fee may apply from time to time as agreed.

3.16 Payment Methods

Payments shall be made by Credit Card, Direct Debit, Bank Transfer or FPS (Faster Payment Service) upon receipt of a monthly invoice from Blutui.

3.17 Taxes

Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges, including any penalties, interest and other additions, that are imposed on that party upon or with respect to the transactions and payments under this Agreement.

All fees payable by you are exclusive of Indirect Taxes, except where applicable law requires otherwise. We may charge and you will pay applicable Indirect Taxes that we are legally obligated or authorised to collect from you. You will provide such information as we reasonably require to determine whether we are obligated to collect Indirect Taxes from you.

We will not collect, and you will not pay, any Indirect Tax for which you furnish us a properly completed exemption certificate or a direct payment permit certificate for which we can claim an available exemption.

All payments made by you under this Agreement will be made free and clear of any deduction or withholding, as required by law. If any deduction or withholding, including cross-border withholding taxes, is required, you will pay such additional amounts as are necessary so that the net amount received by us equals the amount then due and payable.

We will provide you with such tax forms as are reasonably requested in order to reduce or eliminate the amount of any withholding or deduction in respect of payments made by you.

We will invoice you from our registered office at the address of your establishment, as registered with the tax authorities if applicable, receiving the Services in accordance with the applicable indirect tax.

4.1 Generally

We may suspend your or any Authorised User’s right to access or use any portion or all of the Services immediately upon notice to you if we determine:

(a) your or an Authorised User’s use of the Services (i) poses a security risk to the Services or any third party, (ii) could adversely impact our systems, the Services or the systems or Content of any other Blutui customer, (iii) could subject us, our affiliates or any third party to liability, or (iv) could be fraudulent;

(b) you are, or any Authorised User is, in breach of this Agreement;

(c) you are in breach of your payment obligations under Section 3, subject to Section 3.5;

(d) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganisation, liquidation, dissolution or similar proceeding; or

(e) the representation you give under Section 2.6 is or becomes untrue.

4.2 Effect of Suspension

If we suspend your right to access or use any portion or all of the Services, you remain responsible for all fees and charges you incur during the period of suspension.

5.1 Term

The term of this Agreement commences on the Effective Date and remains in effect until terminated under this Section 5.

Any notice of termination must include a Termination Date that complies with the notice periods in Section 5.2.

5.2 Termination

(a) Termination for Convenience. You may terminate this Agreement for any reason by providing us notice and closing your account for all Services for which we provide an account closing mechanism. Termination takes effect at the end of the period for which fees have been paid, in accordance with Section 3.14. We may terminate this Agreement for any reason by providing you at least 90 days’ advance notice.

(b) Termination for Cause.

(i) By Either Party. Either party may terminate this Agreement for cause if the other party is in material breach and the material breach remains uncured for 30 days from receipt of notice. No later than the Termination Date, you will close your account.

(ii) By Us. We may also terminate this Agreement immediately upon notice to you (A) for cause if we have the right to suspend under Section 4, (B) if our relationship with a third-party partner who provides software or other technology we use to provide the Services expires, terminates or requires us to change the way we provide it, or (C) in order to comply with the law or requests of governmental entities.

5.3 Effect of Termination

(a) Generally. Upon the Termination Date:

(i) except as provided in Sections 5.3(a)(iv), 5.3(b) and 5.4, all your rights under this Agreement immediately terminate;

(ii) you remain responsible for all fees and charges incurred through the Termination Date and for any incurred during the post-termination period described in Section 5.3(b);

(iii) you will immediately return or, if instructed by us, destroy all Blutui Confidential Information and any Blutui tooling in your possession. This does not require you to remove, alter or destroy Blutui Content incorporated into any Project or other work product you have created; and

(iv) Sections 2.1, 3, 5.3, 5.4, 6 except Section 6.3, 7, 8, 9, 10, 11, 12 and 13 will continue to apply in accordance with their terms.

(b) Post-Termination. Regardless of the reason for termination, during the 90 days following the Termination Date we will not take action to remove Your Content from the Blutui systems as a result of the termination, and we will make Your Content available for retrieval in accordance with Section 5.5.

For any use of the Services after the Termination Date, the terms of this Agreement apply and you will pay the applicable fees at the rates under Section 3.

5.4 Continuity of Projects for Agency Clients

This Section applies where this Agreement is terminated or where we propose to suspend published Projects under Section 4.

(a) Notice to you. Before contacting any Agency Client under this Section, we will notify you of our intention to do so and give you a further 7 days to remedy the matter giving rise to the termination or suspension. If you remedy it within that period, we will take no further action under this Section.

(b) Notice to the Agency Client. If the matter is not remedied, we may contact an Agency Client whose Project is affected to advise that the Project is at risk of becoming unavailable and how it may be kept available. You authorise us to do so and acknowledge that we hold this right, including where the Project is white-labelled.

(c) What we will not do. In any communication under this Section we will not disclose the reason for the termination or suspension, nor any information about your account, your fees or your relationship with us. We will not approach the Agency Client in relation to any other work, any other services, or any direct relationship with us beyond continuity of the affected Project. This Section applies only to Projects that are affected.

(d) Continuity period. Where the applicable Project Fee continues to be paid, whether by you, the Agency Client or another person, we may keep the affected Project published for up to 90 days from the Termination Date or the date of suspension.

(e) What the continuity period provides. During the continuity period the Project remains published only. No person obtains access to the Agency Console, the ability to edit or publish content, or any other right under this Agreement. Payment of a Project Fee under this Section does not create an agreement between us and the payer.

(f) End of the continuity period. At the end of the continuity period the Project will be unpublished unless the Agency Client or another person has entered into an agreement with us in respect of it.

(g) Discretion. Nothing in this Section obliges us to contact any Agency Client, to keep any Project published, or to enter into any agreement with any person.

5.5 Retrieval of Your Content

During the Term and for 90 days following the Termination Date, you may export Your Content and associated assets in a common machine-readable format through the Blutui Platform or on request.

You acknowledge that export provides Your Content and assets only. It does not provide a deployable or functioning website, and the Blutui Platform is required to render a Project.

6.1

Blutui owns the Blutui digital development platform. Our services are protected by copyright, trademark registrations and other legal instruments and protocols in New Zealand and globally.

6.2

Blutui retains all rights to intellectual property developed in response to user requests for feature development. Agreeing to these Terms does not give you any right to our intellectual property, including our trademarks.

6.3

You may not modify, translate or create derivative works from the Blutui Platform itself. This does not restrict your use, configuration or customisation of Blutui Content in accordance with Section 7.3, or your creation of Projects and other work product using the Services.

6.4 Demonstration

Blutui demonstration and workshop content is for demonstration purposes only.

6.5 Beta Means Beta

Features that are in beta may be released for testing and feedback. These features may be less reliable than completed features and are excluded from the Uptime Commitment. Please provide feedback to help us improve them.

6.6 Open Source

Blutui uses open source software and libraries, and contribution to the open source community is important to us. Where we offer features that use open source libraries, they will be offered under an open source licence agreement which will override some of these Terms.

7.1 What You Own

Everything you create using the Services is yours. This includes the Projects you build, and the templates, components, layouts, configuration, copy, designs and assets you create, whether or not published.

Except as provided in this Section 7, we obtain no rights under this Agreement from you or your licensors to Your Content. You consent to our use of Your Content only to provide the Services to you and your Authorised Users.

Your ownership of Your Content is not affected by expiry or termination of this Agreement.

7.2 What We Own

We own the Blutui Platform and the Blutui Content, including our APIs, sample code, software libraries, command line tools, templates and programs.

Where you create work that incorporates Blutui Content, you own your work and we retain ownership of the Blutui Content incorporated in it. Your licence under Section 7.3 covers your use of the combination.

7.3 Licence to Use Blutui Content

We grant you a non-exclusive, non-transferable, revocable licence to use Blutui Content solely in connection with your permitted use of the Services. Where Blutui Content is incorporated into a Project, that licence continues for as long as the Project is hosted on the Blutui Platform.

7.4 Adequate Rights

You represent and warrant that:

(a) you or your licensors own all right, title and interest in and to Your Content and Suggestions, to the extent such rights subsist;

(b) you have all rights in Your Content and Suggestions necessary to grant the rights contemplated by this Agreement, including any rights required in respect of Agency Client material you process using the Services; and

(c) neither Your Content nor your Authorised Users’ use of Your Content or the Services will violate the Acceptable Use Policy.

7.5 Restrictions

Neither you nor any Authorised User will use the Blutui Content or Services in any manner or for any purpose other than as expressly permitted by this Agreement.

Neither you nor any Authorised User will, or will attempt to:

(a) reverse engineer, disassemble or decompile the Services or Blutui Content or apply any other process to derive the source code of any software included in them, except to the extent applicable law does not allow this restriction;

(b) access or use the Services or Blutui Content in a way intended to avoid incurring fees or exceeding usage limits or quotas; or

(c) resell the Services or Blutui Content, except where expressly permitted under a separate written agreement with us.

7.6 Our Marks

No right to use the Blutui Marks is granted under these Terms. You may use the Blutui Marks only under a separate written agreement with us.

You will not misrepresent or embellish the relationship between us and you, including by expressing or implying that we support, sponsor, endorse or contribute to you or your business. You will not imply any relationship or affiliation between us except as expressly permitted.

Any public statement you make about us, the Services or the Blutui Platform must not be false or misleading.

7.7 Suggestions

Where you provide Suggestions to us or our affiliates, we will be entitled to use them without restriction. You irrevocably assign to us all right, title and interest in and to the Suggestions and agree to provide any assistance we require to document, perfect and maintain our rights in them.

8.1 General

You will defend, indemnify and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors and representatives from and against any Losses arising out of or relating to any third-party claim concerning:

(a) your or any Authorised User’s use of the Services, including any activities under your Blutui account;

(b) breach of this Agreement or violation of applicable law by you, your Authorised Users or Your Content; or

(c) a dispute between you and any Agency Client.

You will reimburse us for reasonable legal fees, and our employees’ and contractors’ time and materials spent responding to any third-party subpoena or compulsory legal order associated with third-party claims described above, at our then-current hourly rates.

THE SERVICES AND BLUTUI CONTENT ARE PROVIDED “AS IS.”

EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, AND WITHOUT LIMITING THE UPTIME COMMITMENT IN SECTION 1.4, WE AND OUR AFFILIATES AND LICENSORS:

(a) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICES, BLUTUI CONTENT OR THIRD-PARTY CONTENT; AND

(b) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (i) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR QUIET ENJOYMENT; (ii) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE; (iii) THAT THE SERVICES, BLUTUI CONTENT OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS; AND (iv) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.

WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE OR DATA, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Further, neither we nor any of our affiliates or licensors will be responsible for any compensation, reimbursement or damages arising in connection with:

(a) your inability to use the Services, including as a result of any (i) termination or suspension of this Agreement or your use of or access to the Services or Blutui Content, (ii) our discontinuation of any or all of the Services or Blutui Content, or (iii) without limiting the Uptime Commitment in Section 1.4, any unanticipated or unscheduled downtime of all or a portion of the Services;

(b) the cost of procurement of substitute goods or services;

(c) any investments, expenditures or commitments by you in connection with this Agreement or your use of or access to the Services or Blutui Content; or

(d) any unauthorised access to, alteration of, or the deletion, destruction, damage, loss or failure to store any of Your Content or other data.

In any case, except for payment obligations under Section 3, our and our affiliates’ and licensors’ aggregate liability under this Agreement will not exceed the amount you actually paid us under this Agreement during the 12 months before the liability arose.

We may modify this Agreement, including any Policies, at any time by posting a revised version on the Blutui Site or by otherwise notifying you in accordance with Section 12.10.

The modified terms become effective upon posting or, if we notify you by email, as stated in the email message. This Section does not apply to increases or additions to fees and charges, which require the notice period in Section 3.1.

By continuing to use the Services or Blutui Content after the effective date of any modification, you agree to be bound by the modified terms. It is your responsibility to check the Blutui Site regularly. We last modified this Agreement on the date stated at the top of this document.

12.1 Assignment

You will not assign or otherwise transfer this Agreement or any of your rights and obligations without our prior written consent. Any assignment or transfer in violation of this Section will be void.

We may assign this Agreement without your consent (a) in connection with a merger, acquisition or sale of all or substantially all of our assets, or (b) to any affiliate or as part of a corporate reorganisation. Effective upon such assignment, the assignee is deemed substituted for Blutui as a party and Blutui is released from its obligations to perform.

Subject to the foregoing, this Agreement binds and benefits the parties and their respective permitted successors and assigns.

12.2 Entire Agreement

This Agreement incorporates the Policies by reference and is the entire agreement between you and us regarding its subject matter. It supersedes all prior or contemporaneous representations, understandings, agreements or communications, whether written or verbal.

We will not be bound by, and specifically object to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement, whether or not it would materially alter this Agreement, including any provision (a) submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document, (b) related to any online registration or response to any Request for Bid, Request for Proposal, Request for Information or other questionnaire, or (c) related to any invoicing process you submit or require us to complete.

If the terms of this document are inconsistent with the terms of any Policy, the terms of this document control.

Nothing in this Section limits or excludes liability for fraud or fraudulent misrepresentation.

12.3 Force Majeure

We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where it results from any cause beyond our reasonable control, including acts of God, labour disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war.

Where such an event continues for more than 60 consecutive days, either party may terminate this Agreement on notice to the other.

12.4 Governing Law

The laws of New Zealand, without reference to conflict of law rules, govern this Agreement and any dispute that might arise between you and us. The United Nations Convention for the International Sale of Goods does not apply.

12.5 Disputes

Where a dispute arises under this Agreement, the parties will first seek to resolve it by good faith discussion between senior representatives, within 20 working days of written notice of the dispute.

If the dispute is not resolved, the parties will refer it to mediation before a mediator agreed between them, sharing the mediator’s costs equally.

If mediation does not resolve the dispute within 30 working days of referral, either party may commence proceedings. Any dispute or claim relating in any way to your use of the Services, or to any products or services sold or distributed by Blutui, will be adjudicated in the courts of New Zealand, and you consent to exclusive jurisdiction and venue in those courts.

Nothing in this Section prevents either party from seeking urgent injunctive or interim relief at any time.

12.6 Sanctions and Trade Compliance

Each party will comply with all applicable sanctions, anti-boycott, import, export and re-export control laws and regulations applicable to it.

You are solely responsible for compliance related to the manner in which you use the Services or Blutui Content, including your transfer and processing of Your Content, the provision of Your Content to Authorised Users, and the region in which any of the foregoing occurs.

You represent and warrant that you, your financial institutions, and any party that owns or controls you or them, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties maintained by the United Nations Security Council, the New Zealand Government, the European Union or its Member States, the United Kingdom, the United States Government, or any other applicable government authority.

12.7 Independent Contractors; Non-Exclusive Rights

We and you are independent contractors, and this Agreement does not create a partnership, joint venture, agency or employment relationship. Neither party is an agent of the other or has authority to bind the other.

Both parties reserve the right (a) to develop or have developed products, services, concepts, systems or techniques that are similar to or compete with those of the other party, and (b) to assist third-party developers or systems integrators who may offer competing products or services.

12.8 Language

All communications and notices made under this Agreement must be in English. If we provide a translation, the English version controls in the event of conflict.

12.9 Confidentiality and Publicity

Each party may use the other party’s Confidential Information only in connection with this Agreement. Neither party will disclose the other party’s Confidential Information during the Term or during the 5-year period following its end.

Each party will take all reasonable measures to avoid disclosure, dissemination or unauthorised use of the other’s Confidential Information, including at a minimum those measures it takes to protect its own confidential information of a similar nature.

Neither party will issue any press release or make any other public communication with respect to this Agreement without the other party’s prior written consent. This does not restrict either party from making factual statements that are not false or misleading, and does not limit Section 7.6.

12.10 Notice

(a) To You. We may provide notice by posting on the Blutui Site or by sending a message to the email address then associated with your account. Notices posted on the Blutui Site are effective upon posting; email notices are effective when sent. It is your responsibility to keep your email address current, and you are deemed to have received any email sent to that address when we send it.

(b) To Us. To give us notice, contact Blutui by email or by personal delivery, overnight courier or registered or certified mail to:

Blutui Limited

95A Collingwood Street

Hamilton

New Zealand

or such other address or email as we may specify by notice to you. We may update the address for notices by posting on the Blutui Site. Notices by personal delivery are effective immediately; by email or overnight courier, one business day after sending; by registered or certified mail, three business days after sending.

12.11 No Third-Party Beneficiaries

Except as set out in Section 8, this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to it.

12.12 No Waivers

Our failure to enforce any provision of this Agreement does not constitute a present or future waiver of that provision nor limit our right to enforce it later. All waivers by us must be in writing to be effective.

12.13 Severability

If any portion of this Agreement is held invalid or unenforceable, the remaining portions remain in full force and effect. Any invalid or unenforceable portion will be interpreted to effect the intent of the original. If such construction is not possible, the invalid or unenforceable portion will be severed and the rest of the Agreement will remain in full force and effect.

Where the Services are used to collect or transmit personal information relating to individuals in New Zealand, Australia or elsewhere, each party will comply with its obligations under the Privacy Act 2020 (NZ) and any other data protection law applicable to it.

Service data is primarily hosted on servers located in Sydney, Australia. We will notify you before making a material change to the region in which Your Content is hosted.

If we become aware of a security incident that has resulted, or is reasonably likely to result, in unauthorised access to, loss of or disclosure of personal information processed via the Services, we will notify you without undue delay, and in any event within 48 hours of becoming aware of the incident, with such detail as is reasonably available to assist you in meeting your own notification obligations.

In the ordinary course of hosting your Projects, the Services log standard operational data associated with each page or asset request, including the IP address and browser or device information of the Site Visitor making the request. This data is retained for operational, performance and security purposes only.

Where you require a data processing agreement, including for the purposes of the UK GDPR or EU GDPR, that agreement is available separately and will govern our processing of personal information on your behalf.

“Acceptable Use Policy” means the policy of that name published at blutui.com/legal/acceptable-use-policy, which may also be accessed from the Blutui policy index at blutui.com/legal, and any successor or related locations designated by us, as may be updated from time to time in accordance with Section 11.

“Account Information” means information about you that you provide in connection with the creation or administration of your Blutui account, including names, usernames, phone numbers, email addresses and billing information.

“Agency Client” means a third party for whom you build, deploy or manage a Project using the Services.

“Agency Fee” means the monthly plan fee payable for a Plan that carries an agency subscription charge, as published at blutui.com/pricing. No Agency Fee applies to Studio Starter.

“Agency Growth” means the Agency Growth Plan described in Section 3.2.

“API” means an application program interface.

“Authorised User” means an individual to whom you grant access to the Blutui Platform under your account, including your personnel, your contractors, and any individual granted client-side editing access. An Authorised User does not include a Site Visitor, or a person accessing the Services under their own Blutui account.

“Blutui Confidential Information” means all nonpublic information disclosed by us, our affiliates, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given its nature or the circumstances of its disclosure, reasonably should be understood to be confidential. It includes (a) nonpublic information relating to our or our affiliates’ business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs, (b) third-party information we are obligated to keep confidential, and (c) the nature, content and existence of any discussions or negotiations between you and us. It does not include information that (i) is or becomes publicly available without breach of this Agreement, (ii) can be shown by documentation to have been known to you at the time of receipt from us, (iii) is received from a third party who did not acquire or disclose it by a wrongful or tortious act, or (iv) can be shown by documentation to have been independently developed by you without reference to it.

“Blutui Content” means APIs, sample code, software libraries, command line tools, proofs of concept, templates, advice, information, programs, including credit programs, and any other Content made available by us and our affiliates related to use of the Services or on the Blutui Site, including any provided by our personnel. Blutui Content does not include the Services or Third-Party Content.

“Blutui Marks” means any trademarks, service marks, service or trade names, logos and other designations of Blutui and its affiliates.

“Blutui Platform” means the application software, content management system, infrastructure and related services which enable users to build, deploy and manage digital Projects.

“Blutui Site” means https://www.blutui.com, and any successor or related locations designated by us.

“Confidential Information” means Blutui Confidential Information or Customer Confidential Information, as applicable.

“Content” means software, including machine images, data, text, audio, video or images.

“Customer”, “you” or “your” means the entity or individual that accepts these Terms and holds the Blutui account, being an agency or studio using the Services to build, deploy and manage Projects for its Agency Clients or for itself.

“Customer Confidential Information” means all nonpublic information disclosed by you, your affiliates or your respective employees, contractors or agents that is designated as confidential or that, given its nature or the circumstances of its disclosure, reasonably should be understood to be confidential, subject to the same exclusions as apply to Blutui Confidential Information.

“Fair Use Policy” means the policy of that name published at blutui.com/legal/fair-use-policy, which may also be accessed from the Blutui policy index at blutui.com/legal, and any successor or related locations designated by us, as may be updated from time to time in accordance with Section 11.

“Included Usage” means the amount of bandwidth, storage, page views or other usage included within the Project Pricing Tier applicable to a Project for a monthly billing period.

“Indirect Taxes” means applicable taxes and duties, including VAT, service tax, GST, excise taxes, sales and transactions taxes and gross receipts tax.

“Losses” means any claims, damages, losses, liabilities, costs and expenses, including reasonable legal fees.

“Overage Charge” means the charge payable for Project Usage exceeding the Included Usage of the applicable Project Pricing Tier in a monthly billing period, calculated in accordance with Sections 3.4.6 and 3.4.7.

“Plan” means the Studio Starter plan or the Agency Growth plan, as applicable to your account.

“Policies” means the Acceptable Use Policy, the Fair Use Policy, the Privacy Policy, all restrictions described in the Blutui Content and on the Blutui Site, and any other policy or terms referenced in or incorporated into this Agreement. It does not include whitepapers or other marketing materials.

“Privacy Policy” means the privacy notice published at blutui.com/legal/privacy-policy, which may also be accessed from the Blutui policy index at blutui.com/legal, and any successor or related locations designated by us, as may be updated from time to time.

“Project” has the meaning given in Section 3.3.

“Project Fee” means the monthly fee payable for each published Project, determined by the Project Pricing Tier applicable to that Project.

“Project Pricing Tier” means the pricing category assigned to a Project based on its applicable Included Usage, as published by us from time to time.

“Project Usage” means the actual measurable consumption of the Services by a Project during a billing period, including bandwidth, storage, page views and other usage metrics identified by us.

“Sandbox Project” has the meaning given in Section 3.3.

“Service” or “Services” means each of the services made available by us or our affiliates. Services do not include Third-Party Content.

“Service Fee” has the meaning given in Section 3.2.

“Site Visitor” means a person who accesses a published Project over the internet and who is not an Authorised User.

“Spike & Scale” means our demand-led infrastructure and pricing methodology that monitors Project Usage and may automatically adjust infrastructure capacity and the applicable Project Pricing Tier in response to actual Project demand.

“Studio Starter” means the Studio Starter Plan described in Section 3.2.

“Suggestions” means all suggested improvements to the Services or Blutui Content that you provide to us.

“Support Response Targets” means the initial response targets for each support tier set out in Section 3.2.

“Term” means the term of this Agreement described in Section 5.1.

“Termination Date” means the effective date of termination provided in a notice from one party to the other in accordance with Section 5.

“Third-Party Content” means Content made available to you by any third party on the Blutui Site or in conjunction with the Services.

“Uptime Commitment” means the availability commitment for published Projects set out in Section 1.4.

“Your Content” means Content that you or any Authorised User transfers to us for processing, storage or hosting by the Services in connection with your Blutui account, together with anything you or any Authorised User creates using the Services, and any computational results derived from the foregoing. Your Content does not include Account Information.

By signing and returning these Terms, by checking the box confirming your acceptance during sign-up, or by accessing or using the Services if earlier, you confirm that you have read, understood and agree to be bound by these Terms and Conditions on behalf of yourself or the entity you represent.