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Terms of Service

Last updated 2026-10-14

1. Application, supplier, definitions and acceptance

  1. 1.1 These Terms of Service (Terms) are a contract between you and YOLK SOFTWARE LIMITED (Chur, we, us) for Chur Reviews.
  2. 1.2 In these Terms: Client means the subscribing business, not its customers. Recipient means that business's customer, client, or patient who may receive a message. You means the person accepting these Terms for the Client. Services means Chur Reviews as actually offered, including review invitations, reminders, private feedback, and related account, billing, and support functions.
  3. 1.3 By creating an account, checking the required agreement box, or otherwise placing an order, you accept these Terms for the Client. You warrant that you have authority to bind the Client and to instruct sending on its behalf. If you do not agree, do not use the Services.
  4. 1.4 These Terms apply only to the Client. They do not bind Recipients or other third parties who have not contracted with us, and they do not limit regulators.

2. Ordering services, term and renewal

  1. 2.1 You order Services by completing signup and paying for a selected plan through our checkout. An order is accepted when payment for that subscription is successfully collected and the account is activated. A payment-received email is not itself acceptance if activation has not occurred.
  2. 2.2 The subscription continues for the monthly or annual term you select at purchase, then renews automatically for the same interval unless cancelled as described in clause 11. Starter is offered monthly only. Growth and Max may be offered monthly or annually as disclosed at purchase.
  3. 2.3 The commercial terms that apply are those disclosed at the time you subscribe, including the plan, interval, caps, and SMS rate then shown. Later public price changes do not alter charges already agreed for a paid period unless we give notice and, for a material change, obtain a new affirmative acceptance. A price change takes effect from the first renewal at least 14 days after we notify you. You may cancel before that renewal and keep the previously agreed price through the paid period.

3. Fees

  1. 3.1 Fees are in New Zealand dollars. We are not currently registered for GST and do not currently charge GST. If that changes, we will say so in the then-current purchase disclosure.
  2. 3.2 Subscription fees are billed in advance for the selected interval. SMS usage is charged in addition to the subscription at the per-SMS rate disclosed for your plan, on the next invoice. One SMS is one message we submit to the SMS provider, regardless of length. Emails have no additional per-message charge. SMS are not prepaid, complimentary, or a free allowance. Starter currently admits 20 SMS and 20 emails in each billing period as hard caps, with each Starter SMS charged NZ$0.60 extra. Growth and Max SMS rates and any caps are those disclosed at purchase. Sends that would exceed a cap are held, not dropped, and may be released in the next usage period or if you upgrade. Held sends that later go out are charged when they are submitted. A held send that never goes out is not charged. We charge an SMS when the SMS provider accepts it, even if it is later undelivered. We do not charge an SMS that was never submitted.
  3. 3.3 By subscribing, you authorise us and our payment provider to charge the payment method you provide for the initial term, renewals, and applicable usage charges.
  4. 3.4 If a payment fails, we may suspend sending and other paid features until payment is restored. Unpaid fees remain payable. Queued invitations and reminders are held while the account is suspended, not cancelled, and may send later when scheduled once payment is restored. We may recover reasonable costs of collecting unpaid fees.
  5. 3.5 We do not offer voluntary partial-period refunds. Mandatory rights, and fair treatment if we terminate without Client fault, are preserved.

4. SMS messaging

  1. 4.1 Customer invitation and reminder SMS are composed at sending time from your stored template, plus the hosted review link and the instruction “Reply STOP to opt out”. That link and instruction are not stored in Campaign or onboarding template editors.
  2. 4.2 An owner-only onboarding test SMS may omit the STOP instruction. That exception applies only to the trusted owner-only test path. Messages described as tests that are sent to Recipients through ordinary customer paths are not exempt.
  3. 4.3 You must identify the Client accurately in messages and keep contact information current so Recipients can reach the Client.

5. Use of services and client responsibilities

  1. 5.1 You need permission from Recipients before you import their details or send them messages through the Services. That permission should cover this business, the channel you use, review invitations, and any reminders you send. Accepting these Terms does not give Chur that permission, and you do not need to collect it inside Chur. Ordinary use does not require you to upload evidence. If we receive a complaint or reasonably suspect misuse, we may ask how that permission was obtained.
  2. 5.2 You must collect, use, and provide Recipient information lawfully, including applicable notices and patient or customer rights. Contact details must be accurate. You must promptly correct details, honour withdrawals and suppression, and tell us of permission changes.
  3. 5.3 Connecting Xero, uploading a file, or entering contacts lets you store those details so you can send messages. It does not, by itself, mean Recipients have given permission. You still need that permission before you send.
  4. 5.4 You remain responsible for having Recipient permission for the messages you send. The Services currently send a positive Review Gate response toward the Client's Google review destination, and a negative response to private feedback. That is how the product works. You must also follow applicable law and the review-platform rules that apply to you.
  5. 5.5 You must not use the Services for unlawful, abusive, or misleading content, impersonation, or other misuse. You must not reverse engineer, scrape, or interfere with the Services; introduce malicious code; share login details outside the Client's authorised staff; or try to bypass caps, STOP, suppression, or the Review Gate flow. Campaign templates are for review invitations and reminders only. Do not use them for unrelated promotion, or to offer a benefit that depends on leaving a review. You are responsible for account access.
  6. 5.6 If we receive a complaint or reasonably suspect misuse, we may pause sending and ask you to confirm how Recipients gave permission. We may suspend or terminate where needed, with proportionate notice except in urgent safety or legal cases. While sending is paused, queued invitations and reminders are held and may go out later when sending resumes. Sending may also wait for an open send window.
  7. 5.7 If you are a health or disability provider, you must comply with the Health Information Privacy Code and applicable professional advertising and testimonial rules. You must have actual patient permission for follow-up. Do not put treatment or clinical details in submitted fields or messages. Clinic-linked contact details can already be health information, and free-text feedback may contain sensitive material.

6. Service commitments, warranties and limitations of promised outcomes

  1. 6.1 We will use reasonable care and skill to provide the Services. We may modify the Services, provided we do not use that right to impose a new indemnity or other material new duty without the notice and acceptance required by clause 12.
  2. 6.2 If you acquire the Services in trade, then to the extent permitted by law and only where it is fair and reasonable to do so, we contract out of the Consumer Guarantees Act 1993. Non-excludable rights remain. We do not suggest that a business label or a competitor's clause automatically makes an exclusion fair or enforceable.
  3. 6.3 The Services may be interrupted. We are not responsible for delay or failure caused by events beyond reasonable control, including outages at Vercel, Supabase, SMSGate, Resend, Stripe, Google, or Inngest. Except as required by law and as set out in these Terms, we give no other express or implied warranties.

7. Liability and indemnity

  1. 7.1 You indemnify us against legally recoverable third-party claims, losses, and reasonable defence and legal expenses caused by your breach of these Terms, unlawful instructions, or misuse, including relevant data, permission, or intellectual-property misuse. The indemnity is limited to loss caused by those matters.
  2. 7.2 The indemnity does not cover loss caused by our negligence, breach, wilful misconduct, or other excluded own-fault contribution. Responsibility is proportionate. Each party must take reasonable steps to mitigate. Fine and penalty recovery is subject to statutory and public-policy restrictions; we do not promise that every penalty is recoverable.
  3. 7.3 The indemnified party must give prompt notice of a claim, allow reasonable participation or control of the defence, and not settle in a way that imposes admissions or unagreed obligations on the other party without consent. Late notice does not automatically defeat protection unless it materially prejudices the defence. We keep our necessary cooperation and regulatory obligations.
  4. 7.4 Subject to clause 7.5, our aggregate liability to the Client for claims arising out of or in connection with the Services is limited to the fees attributable to a three-month period. For a monthly subscription, that is the subscription fees for three months plus usage charges for that same period. For an annual subscription, that is one quarter of the annual prepaid subscription fee plus usage charges attributable to the same three-month period, whether or not the annual invoice was issued inside the preceding three calendar months. Usage charges are those actually billed or billable for SMS in that period.
  5. 7.5 Nothing in these Terms limits liability that cannot lawfully be limited, including for fraud, wilful misconduct, or other non-excludable rights. The cap does not bind regulators or Recipients. We do not promise that a three-month cap is automatically fair or enforceable in every case, including as a standard-form small trade term.
  6. 7.6 Neither party is liable to the other for indirect loss, loss of profit, or loss of opportunity, except to the extent the indemnity in clause 7.1 applies to a third-party claim or liability cannot lawfully be excluded.

8. Intellectual property

  1. 8.1 We own or license the Services, software, and our documentation. Subject to payment of applicable fees, we grant you a non-exclusive, non-transferable licence to use the Services during the subscription for the Client's internal business purposes.
  2. 8.2 You retain rights in your materials, branding, and Recipient information. You grant us a licence to use them solely to provide the Services. You warrant that you have the rights needed to use the branding, logo, and template content you supply.

9. Confidentiality and privacy/processing

  1. 9.1 Each party must keep the other's confidential information confidential except as needed to perform these Terms or as required by law.
  2. 9.2 Personal information is handled as described in our Privacy Policy. Recipient information is processed on the Client's instructions for sending, feedback, suppression, and related service operation, and also for Chur's own account, billing, security, suppression, support, and lawful compliance purposes. We will not use Recipient information for Chur's unrelated marketing, research, AI training, or sale.
  3. 9.3 You are responsible for giving Recipients any notices required for your collection and our processing on your behalf. A Recipient SMS opt-out stops further SMS from that Client to that phone. The Client cannot override a recorded opt-out. It does not automatically stop email, and it does not stop other Chur businesses from sending unless they are also opted out.
  4. 9.4 We will follow your lawful instructions for Recipient information, use providers as described in the Privacy Policy, apply the access controls we actually operate, assist with rights requests where we hold the information, notify you of a serious-harm privacy breach of Recipient information we hold as soon as practicable, and delete or retain as described in the Privacy Policy after verified account deletion or as otherwise required.

10. Dispute resolution

  1. 10.1 The parties must try to resolve disputes in good faith before court proceedings, except for urgent injunctive relief or a claim that would be prejudiced by delay.

11. Suspension and termination

  1. 11.1 You may cancel at any time. Cancellation is not immediate account deletion. Access continues through the paid month or year. Annual cancellation stops the next renewal at the end of the paid year.
  2. 11.2 We may suspend or terminate for non-payment, material breach, unlawful use, or where needed for safety or legal reasons, with proportionate notice and remediation opportunities except in urgent cases. We may also stop providing the Services on reasonable written notice. If we do that without Client fault, we will refund prepaid unused time fairly. We may terminate if the Client becomes insolvent, is put into liquidation, or is struck off.
  3. 11.3 If we terminate without Client fault, we will treat prepaid unused time fairly. Otherwise there is no voluntary partial-period refund, subject to mandatory rights.
  4. 11.4 Cancelling a subscription is not account deletion. If the account is cancelled but not deleted, we keep information needed to reopen, bill, suppress, or meet legal duties until a verified deletion is completed or we no longer need it. After verified account deletion or closure, we will delete Client and Recipient information we control as described in the Privacy Policy, subject to legal, accounting, claim, suppression, backup, and provider limits.

12. Miscellaneous, amendments, notices, New Zealand law and courts

  1. 12.1 We may make prospective, non-material updates by publishing a new version. A material change to duties, including a new or expanded indemnity, liability cap, or permission warranty, requires clear notice and a new affirmative acceptance. Continued access alone does not impose a new indemnity retrospectively. If you decline a material change, you keep cancellation and rights-request access through the paid period on the previously accepted terms.
  2. 12.2 Notices may be given by email to the Sign-in Email or to us at team@churreviews.co.nz.
  3. 12.3 These Terms are governed by New Zealand law. The New Zealand courts have jurisdiction.
  4. 12.4 You may not assign these Terms without our consent. We may assign them as part of a genuine transfer of the Services. If a provision is unenforceable, the rest remains in effect. These Terms and the Privacy Policy are the entire agreement for the Services.
  5. 12.5 Clauses 3 (unpaid fees), 7, 8, 9, and 11.4 survive cancellation or termination.

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