Nineteen Ninety Five Limited (trading as Dupli)
Last updated: 7 September 2026
Version: 1.0
This Agreement is between Nineteen Ninety Five Limited (trading as Dupli) (we, us, or our) and you, the person or entity stated in the Contract (you or your), together the Parties and each a Party.
1. Structure and interpretation
1.1 The full Agreement consists of:
[a] Schedule 1 — Specific to you the person or entity stated in the Contract
[b] these terms; and
[c] any additional schedules expressly selected in the Order Form; and
[d] any information, policies, service descriptions, pricing tiers, usage limits, support terms, and other details made available on Dupli’s website (as updated from time to time), including the Dupli terms of use at https://www.dupli.io/terms-of-use/ or any successor URL (the Online Terms).
1.2 If there is a conflict: Schedule 1 prevails for commercial details, then any schedules, then these terms, then the Online Terms.
1.3 Headings are for convenience only and do not affect interpretation.
1.4 The Customer acknowledges and agrees that certain operational aspects of the Services may be described in the Online Terms, which form part of this Agreement. Dupli may update the Online Terms from time to time by publishing updated versions on the Dupli website. Provided that such updates to the Online Terms do not materially adversely affect the Customer, such updates will take effect and be deemed to be incorporated into this Agreement from the date specified on the Dupli website.
2. Definitions
Customer Data means all data submitted to the Services (including to Dupli in connection with the Services) by or for Customer, including personal information.
Documentation means user guides, help articles, and other materials Dupli provides for the Services.
Dupli Confidential Information means:
(a) any information disclosed (whether disclosed in writing, orally or otherwise) by Dupli to Customer in connection with this Agreement that is marked as “confidential”, described as “confidential” or should have been understood by Customer at the time of disclosure to be confidential;
(b) the terms and conditions of this Agreement; and
(c) the Documentation and any other information or methodology about the Services.
Fees means the fees in Schedule 1.
Intellectual Property Rights means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
Services means Dupli’s hosted software services and related support described in Schedule 1 and the Documentation.
Subscription means Customer’s right to access and use the Services during the Subscription Term.
Subscription Term means, as applicable:
- if the Customer selects the fixed-term subscription, the Initial Term and any Renewal Term in Schedule 1.
- if the Customer selects the month-to-month subscription, from the Start Date, until this Agreement is terminated in accordance with its terms.
Users means individuals authorised by Customer to access and use the Services.
3. Subscription and licence
3.1 Dupli grants Customer a non-exclusive, non-transferable, revocable right for its Users to access and use the Services during the Subscription Term, subject to this Agreement.
3.2 Customer (including its Users) must use the Services only:
[a] for its internal business operations, unless Schedule 1 states otherwise; and
[b] for lawful purposes.
4. Term, renewal, and cancellation notice (Subscription)
4.1 The Subscription starts on the Start Date in Schedule 1 and unless this Agreement is terminated pursuant to clause 15, continues:
[a] in the case of a fixed-term Subscription, for the Initial Term, unless either Party gives notice in accordance with clause 4.2, the Subscription will automatically renew for successive Renewal Terms.
[b] in the case of a month-to-month Subscription, until the Subscription is terminated in accordance with clause 4.3.
4.2 Non-renewal: Either Party may prevent renewal of a fixed term subscription [and cancel the Subscription] by giving written notice at least one calendar month before the end of the then-current term of Subscription. For the avoidance of doubt, in such circumstances, cancellation takes effect at the end of the then-current term.
4.3 Minimum notice and end-of-term effect (month-to-month):
If the Subscription is month-to-month, a notice to terminate the relevant Subscription must be provided at least one calendar month in writing, and cancellation takes effect at the end of the next monthly billing period.
4.4 If any notice of termination of a Subscription is provided less than one calendar month before the end of the relevant term of that Subscription, cancellation of that Subscription will take effect at the end of the next term [or next monthly billing period, as applicable].
5. Fees, invoicing, and tax
5.1 Customer will pay the Fees set out in Schedule 1 (or as otherwise agreed in writing).
5.2 Unless Schedule 1 states otherwise, Dupli will invoice monthly in advance.
5.3 Invoices are payable within [7] days of invoice date.
5.4 Fees are non-refundable (except as expressly set out in this Agreement) exclude taxes. If GST or any similar value added or sales tax in any jurisdiction applies, Dupli will add GST (or the applicable tax).
5.5 Without limiting its rights under clause 5.6, Dupli may suspend the Customer’s access to the Services if any undisputed amounts due to be paid by Customer to Dupli under this Agreement are overdue by more than [10] days. Dupli will not be liable for any loss or damage suffered by the Customer as a result of such suspension.
5.6 Without limitation to its other rights under this Agreement, if Customer does not pay any amount properly due to Dupli under or in connection with the Agreement, Dupli may charge Customer interest on the overdue amount at greater of rate of [14%] per annum and [2%] above the base lending rate of Dupli’s primary bank from time to time, which interest shall accrue daily and be compounded monthly and Customer shall, on demand, indemnify Dupli in relation to any costs incurred by Dupli (including legal costs) in relation to recovery of such amounts.
5.7 Customer acknowledges and agrees that the Fees are based on pricing applicable to the Customer’s selected service tier, number of Users and usage levels (as applicable), as set out in Schedule 1 or otherwise agreed in writing (including by reference to the Online Terms). If at any time, the Customer’s actual usage exceeds the Customer’s selected service tier or usage (including number of Users), Dupli may:
[a] charge the Customer for such excess usage at Dupli’s then current rates; and/or
[b] move the Customer to the appropriate pricing tier, with effect from the date the relevant threshold(s) was exceeded (including applying charges retrospectively for that period),
in each case, subject to Dupli providing Customer written notice of such change. Without limitation to the aforesaid, Dupli may audit or monitor Customer’s use of the Services to verify compliance with agreed tiers and usage limits.
5.8 The Customer acknowledges and agrees that Dupli may adjust Fees on written notice to the Customer, to reflect:
[a] increases in third-party service provider costs;
[b] changes in applicable law or regulatory requirements; or
[c] material changes to the scope or functionality of the Services requested by, or agreed with, the Customer,
provided that in each case:
[d] Dupli gives not less than [30] days prior written notice of any such adjustment;
[e] any such adjustment is reasonably proportionate to the relevant increase in cost or change; and
[f] the adjustment will take effect from the start of the next billing period (following the date of notice under [d] above).
6. Customer responsibilities
6.1 Customer will:
[a] ensure only authorised Users access the Services and Users keep credentials secure;
[b] ensure Customer Data is accurate, lawful, and does not infringe any rights;
[c] use the Services in compliance with law and this Agreement; and
[d] promptly notify Dupli of any unauthorised access or security incident it becomes aware of.
6.2 Customer is responsible for Users’ actions and omissions as if they were Customer’s own and Customer is liable to Dupli for any such actions and omissions of Users that are in breach of Customer’s obligations under this Agreement.
7. Acceptable use
7.1 Customer must not:
[a] use the Services in a way that is unlawful, illegal, fraudulent, harmful or otherwise in connection with any unlawful, illegal, fraudulent or harmful purpose of activities; [b] upload or transmit malware or malicious code;
[c] interfere with, disrupt, probe, scan, or attempt unauthorised access to the Services;
[d] modify, copy, adapt, produce, disassemble, decompile, reverse engineer or attempt to derive source code of any software, programs or otherwise used to deliver the Services;
[e] use the Services in a way that materially burdens the Services or harms others;
[f] commercially exploit the Services;
[g] sub-license its rights to access and use the Services or allow any unauthorised person to access of use the Services;
[h] frame or otherwise re-publish or re-distribute the Services; or
[i] Access the object code or source code of the Services at any time;
7.2 Dupli may suspend access where it reasonably believes suspension is necessary to protect the Services, other customers, Users, or data, or to address unlawful use or a material breach. Dupli will use reasonable efforts to restore access promptly once the issue is resolved.
8. Support and changes
8.1 Dupli will provide support as described in Schedule 1. Unless specified otherwise, the Customer acknowledges and agrees that Dupli’s obligations in relation to such support is limited to resolving reproducible faults or errors in the Services that cause the Services to materially fail to perform (Issues). In providing support under this Agreement, Dupli will determine the priority and severity of the Issues, having regard to overall Services impact, not Customer impact.
8.2 Dupli may modify, update, or improve the Services from time to time. If a change materially reduces core functionality, Customer’s remedies are as set out in this Agreement [including termination for cause if applicable].
8.3 For the avoidance of doubt, unless agreed in writing by Dupli, Dupli’s support under this Agreement does not include:
[a] development of new features, functionality or modules in relation to the Services;
[b] customisation requests in relation to the Services; and
[c] issues arising from the Customers and/or its Users’ misuse of the Services.
8.4 Any implementation or onboarding fees cover only the initial training specified or reasonably required for onboarding. Any additional training, including further sessions, new Users, or training for additional Modules, may be provided by Dupli at its discretion and will be charged at Dupli’s then-current rates.
9. Data, privacy, and security
9.1 Each Party will, at all times, comply with privacy and data protection laws that apply to it.
9.2 Customer owns Customer Data. Customer grants Dupli a licence to host, copy, transmit, display, and process Customer Data as necessary to provide and support the Services and fulfil Dupli’s obligations under this Agreement.
9.3 Dupli will implement reasonable administrative, technical, and organisational safeguards designed to protect Customer Data against unauthorised access, disclosure, alteration, and loss.
9.4 The Customer acknowledges and agrees that during the term of this Agreement, Dupli may transfer and store Customer Data to its provider(s) located outside of New Zealand. While Dupli will ensure such transfers are subject to appropriate safeguards consistent with applicable data protection laws in New Zealand, Customer acknowledges and agrees that it is responsible for ensuring that all Customer Data provided to Dupli under this Agreement can be legally transferred and/or stored outside of New Zealand by Dupli.
9.5 Sub-processors.
[a] The Customer authorises Dupli to engage third parties (“Sub-processors”) to process Customer Data in connection with providing and supporting the Services.
[b] Dupli maintains a current list of its Sub-processors at https://www.dupli.io/legal/sub-processors, and will update that list before a new Sub-processor begins processing Customer Data or the role of an existing Sub-processor materially changes.
[c] Dupli will require each Sub-processor to protect Customer Data to a standard consistent with this section 9, and remains responsible to the Customer for the services each Sub-processor provides.
9.6 Security incident notification.
[a] If Dupli becomes aware of a confirmed unauthorised access to, or unauthorised disclosure, loss, or alteration of, Customer Data within Dupli’s control (a “Security Incident”), Dupli will notify the affected Customer without undue delay after confirming the Security Incident.
[b] The notification will set out, to the extent known at the time: the nature of the Security Incident, the categories of Customer Data and records affected, the steps Dupli has taken or plans to take in response, and any action Dupli recommends the Customer take.
[c] This clause is in addition to, and does not limit, either party’s obligations under the Privacy Act 2020.
[d] Notifying the Customer of a Security Incident is not an admission of fault or liability by Dupli.
10. Integrations and third-party systems [requested by Customer]
10.1 If Customer asks Dupli to integrate the Services with third-party software or systems, Customer:
[a] authorises Dupli to send, receive, access, and process Customer Data including personal information as required to enable the integration;
[b] warrants it has the right to provide Dupli and the third party any necessary permissions, credentials, API keys, and consents; and
[c] acknowledges the third-party platform is not controlled by Dupli and third-party terms, changes, and availability may affect the integration.
10.2 Dupli is not responsible for third-party systems, outages, changes, or data handling by those third parties, except to the extent caused by Dupli’s breach of this Agreement.
10.3 Unless Schedule 1 states otherwise, integrations are provided on a best-efforts basis and may require professional services fees.
11. Intellectual property
11.1 All Intellectual Property Rights and all other proprietary rights that may subsist in the Services, Documentation, underlying systems, software, processes, and all Dupli Confidential Information relevant to the Services belong solely to Dupli (and/or its licensors, as the case may be). Exclusive ownership of all Intellectual Property Rights and other proprietary rights that may subsist in any improvements and modifications to, and translations or derivative works of, the Services (and any underlying systems, software, or processes) made by any person shall vest in Dupli when such improvements, modifications, translations or derivative works come into existence, and to the extent required are hereby assigned by Customer to Dupli upon creation.
11.2 Except for the limited rights expressly granted in this Agreement, no Intellectual Property Rights in the Services are granted to Customer.
11.3 Customer acknowledges and agrees that Dupli may use aggregated and de-identified data derived from use of the Services to operate, maintain, and improve the Services, provided it does not identify Customer or any individual.
12. Warranties and disclaimers
12.1 Dupli warrants it will provide the Services with reasonable care and skill.
12.2 Except as stated in this Agreement, the Services are provided “as is” and “as available”, and Dupli does not warrant uninterrupted or error-free operation.
12.3 Business use [CGA contracting out]: To the maximum extent permitted by law, if Customer acquires the Services for business purposes, the Parties agree to contract out of the Consumer Guarantees Act 1993.
12.4 Customer warrants and represents to Dupli that the Customer Data, and its use by Dupli in accordance with the terms of this Agreement, will not:
[a] Breach any laws, statutes or regulations (including, without limitation, the Privacy Act 2020);
[b] Infringe any person’s Intellectual Property Rights or other legal rights; or
[c] Give rise to any cause of action against Dupli or Customer or any third party.
12.5 Customer will indemnify and will keep indemnified Dupli against all liabilities, damages, losses, costs and expenses (including legal expenses and amounts paid upon legal advice in settlement of any disputes) suffered or incurred by Dupli arising as a result of any breach of any warranty or representation given by Customer under clause 12.4 above.
12.6 Customer acknowledges that:
[a] Software is never wholly free from defects, errors and bugs, and Dupli gives no warranty or representation that the Services (including the Service) will be wholly free from such defects, errors and bugs; and
[b] It is the sole responsibility of Customer to determine that the Services meet the needs of its business and are suitable for the purposes for which they are used;
12.7 All of the parties’ warranties and representations in respect of the subject matter of this Agreement are expressly set out in the terms of this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement.
13. Limitation of liability
13.1 To the maximum extent permitted by law, neither Party is liable for indirect or consequential loss, including loss of profit, revenue, goodwill, or anticipated savings.
13.2 Dupli’s total aggregate liability arising out of or in connection with this Agreement is capped at the total Fees paid [or payable] by Customer in the 6 months immediately before the event giving rise to the claim, unless Schedule 1 states a different cap.
13.3 Nothing in this Agreement will:
[a] Limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;
[b] Limit any liability of a party in any way that is not permitted under applicable law; or
[c] Exclude any liability of a party that may not be excluded under applicable law.
14. Confidentiality
14.1 Each Party must keep the other’s Confidential Information confidential and use it only to perform its obligations and exercise its rights under this Agreement.
14.2 For the purposes of this Agreement, Confidential Information means all non-public information disclosed by or on behalf of a party (disclosing party) to the other party (receiving party) in connection with this Agreement (and includes Dupli Confidential Information with Dupli as disclosing party), whether orally, in writing, or otherwise, but excludes information that:
[a] is or becomes public through no breach of this Agreement;
[b] was lawfully known to the receiving party before disclosure;
[c] is independently developed by the receiving party without use of the Confidential Information; or
[d] is lawfully obtained from a third party without restriction.
14.2 Confidentiality obligations do not apply to information that is not Confidential Information or required to be disclosed by law [provided the disclosing Party gives notice where lawful].
15. Termination
15.1 Termination for cause: Either Party may terminate this Agreement by written notice if the other Party materially breaches this Agreement and does not remedy that breach within [14] days of receiving notice from the non-defaulting Party.
15.2 Insolvency: Either Party may terminate immediately by written notice if the other Party becomes insolvent, enters administration or liquidation, or ceases to carry on business.
15.3 Cancellation vs termination: Cancellation under clause 4 ends the relevant Subscription. Termination under this clause 15 terminates this Agreement (and therefore any current Subscription) earlier.
15.4 No early exit from fixed term for convenience [general]: Except as expressly permitted under this clause 15, Customer is not entitled to terminate a fixed-term Subscription early for convenience.
15.5 Early termination by Customer on a fixed term [payment of remaining Fees]:
If Customer is on a fixed-term Subscription and submits a request to Dupli to terminate or stop the Subscription before the end of the relevant fixed term of that Subscription, and the termination is not due to Dupli’s uncured material breach under clause 15.1, then Customer must pay an early termination fee equal to the remaining Subscription Fees that would have been payable for the rest of the fixed term. Dupli may invoice this amount immediately and it is payable in accordance with clause 5.
15.6 Fees on termination for Dupli breach: If Customer terminates under clause 15.1 due to Dupli’s uncured material breach, Dupli will refund any prepaid Fees for the unused portion of the Services after the termination effective date [unless Schedule 1 states otherwise].
15.7 On termination:
[a] Customer’s access to the Services will end on the termination effective date.
[b] If Customer requests within 30 days after termination, Dupli will provide a reasonable export of Customer Data in a standard format [fees may apply if outside standard functionality].
[c] Dupli will delete or de-identify Customer Data within 60 days after the termination effective date, except to the extent retention is required by law or for legitimate backup cycles.
[d] After the 30-day period referred to in clause 15.7(b), Dupli may, at its discretion, agree to provide a data export up to a maximum of 90 days after the termination effective date, subject to additional fees at Dupli’s then-current rates. Dupli is not required to retain or provide Customer Data after 90 days following the termination effective date, except to the extent retention is required by law or for legitimate backup processes.
[e] Termination of this Agreement will not affect either Party’s accrued liabilities and rights as at the date of termination (including any unpaid Fees).
16. Disputes
16.1 If a dispute arises in relation to this Agreement (“Dispute”), the parties will attempt to resolve the dispute using the dispute resolution process set out below and subject to clause 16.6, no party to this Agreement may commence any court proceedings relating to a Dispute unless it has complied with clause 16.
16.2 Either party can initiate the dispute resolution process by giving written notice of the dispute to the other party (“Dispute Notice”). Upon receipt by the other party of the Dispute Notice, the parties will work together in good faith to resolve such dispute. Pending resolution of such dispute each party, to the extent it is able, will continue to perform its obligations under this Agreement.
16.3 If the parties cannot resolve the dispute by negotiation within 10 days following the date of receipt of the Dispute Notice, then either party may, by written notice to the other party (“Mediation Notice”), require the dispute to be submitted to mediation in Auckland in accordance with and subject to the procedures of Arbitrators & Mediators Institute of New Zealand (“Mediation”).
16.4 The Mediation will be conducted by a mediator and at a fee agreed by the parties. If the parties fail to agree such matters within 14 days following the date of the delivery of the Mediation Notice, the President of Arbitrators & Mediators Institute of New Zealand (or the President’s nominee) will, on the application of either party, select the mediator and determine the mediator’s fee. The parties will share equally the cost of the mediator’s fee.
16.5 If the parties are unable to agree a resolution to the Dispute within 30 days of the dispute having been referred to Mediation either party shall be free to bring legal proceedings in connection with the Dispute.
16.6 Nothing in this clause 16 will prevent either party, at any time, from seeking any urgent interlocutory relief from a court of competent jurisdiction in relation to any matter that arises under this Agreement.
17. Electronic signing and communications
17.1 The Parties agree this Agreement may be executed and accepted electronically, and notices and communications may be provided by hand and by email.
17.2 An electronic signature [including via e-sign platforms] will be treated as a valid signature.
17.3 A notice will be deemed to have been received at the relevant time set out below (or where such time is not within normal business hours of the recipient, when normal business hours for the recipient next begin after the relevant time set out below):
[a] Where the notice is delivered personally, at the time of delivery; and
[b] Where the notice is sent by email, at the time of the transmission (providing the sending party retains written evidence of the transmission).
18. General
18.1 Governing law: New Zealand law applies, and the courts of New Zealand have non-exclusive jurisdiction, unless Schedule 1 states otherwise.
18.2 Assignment: Customer may not assign or transfer this Agreement without Dupli’s prior written consent [not to be unreasonably withheld for an internal restructure or sale of business], and any attempted assignment without consent is void.
18.3 Force majeure: Neither Party is liable for failure or delay caused by events beyond its reasonable control, provided it uses reasonable efforts to mitigate.
18.4 Entire agreement: This Agreement is the entire agreement between the Parties relating to the Services and supersedes prior discussions. Any purchase order terms are excluded unless expressly agreed in writing by Dupli.
18.5 Relationship: The Parties are independent contractors. Nothing creates a partnership, joint venture, or employment relationship.
18.6 No waiver: No failure, delay or relaxation on the part of any party in exercising any right or power conferred upon such party pursuant to this Agreement will operate as a waiver of such power or right, nor will any single or partial exercise of any such power or right or any single failure to do so, preclude any other or future exercise thereof, or the exercise of any other power or right under this Agreement.
19. Contact us
For questions, requests or complaints, contact us at:
Email: [email protected]