Last updated 10 September 2026
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About this Agreement
This Reseller Agreement ("Agreement") is the contract between Kapsule Group Limited and a business that resells KapsuleHost Services to its own clients. This is the version in force. The copy a Reseller accepts at sign-up is this document.
The parties are: Kapsule Group Limited, a New Zealand company, having its registered office in Christchurch, New Zealand ("KapsuleHost", "we", "us"); and the business named in the approved application ("Reseller", "you"). Together they are referred to as "the parties".
The Agreement takes effect on the Effective Date, which is the date KapsuleHost approves the Reseller's application and activates the Reseller's account. The Reseller's own details, Tier and rates are recorded in the approved application and are summarised in Schedule 1.
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1. Definitions
"Acceptable Use Policy" or "AUP" means the KapsuleHost Acceptable Use Policy as published at kapsulehost.com/legal/acceptable-use, as updated from time to time.
"Clients" means the end customers of the Reseller who receive Services through the reseller panel.
"Commission" means the margin earned by the Reseller under the Retail White-Label billing model.
"Effective Date" means the date on which KapsuleHost approves the Reseller's application and activates the Reseller's account.
"KPanel" means KapsuleHost's customer-facing hosting control panel.
"Reseller Panel" means the white-labelled version of KPanel provided to the Reseller under this Agreement.
"Services" means web hosting, email hosting, domain registration, and related services provided by KapsuleHost.
"Tier" means the reseller plan selected by the Reseller (Starter, Professional, Agency, or Enterprise).
"Wholesale Rate" means the discounted price at which KapsuleHost charges the Reseller for Services.
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2. Appointment and Scope
2.1Non-exclusive appointment: KapsuleHost appoints the Reseller as a non-exclusive, non-transferable reseller of the Services in the territory stated in Schedule 1. KapsuleHost may appoint other resellers in the same territory at any time. 2.2Independent contractor: The Reseller is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship. The Reseller has no authority to bind KapsuleHost or make representations on KapsuleHost's behalf. 2.3Reseller as principal: For the purposes of the Reseller's relationship with Clients, the Reseller acts as a principal. The Reseller is responsible for all commitments, representations, and service levels offered to Clients that go beyond what KapsuleHost explicitly provides under this Agreement. 04
3. Services and Reseller Panel
3.1Provision of Services: KapsuleHost will provision Services on behalf of the Reseller for Clients in accordance with this Agreement and KapsuleHost's standard technical specifications. 3.2Reseller Panel: KapsuleHost will provide the Reseller with access to a white-labelled Reseller Panel at the Reseller's chosen domain. The Reseller Panel allows the Reseller to: provision, manage, and terminate Client accounts; configure branding (subject to clause 8); set pricing for Clients (subject to minimums); access billing statements and margin reports; and raise support tickets with KapsuleHost. 3.3Client Panel: KapsuleHost will provide Clients with access to a white-labelled version of KPanel, branded with the Reseller's brand configuration. Clients will see the Reseller's branding, not KapsuleHost's, except where the Reseller's Tier requires a "Powered by KapsuleHost" attribution (Starter tier). 3.4Platform availability: KapsuleHost maintains the Services to the monthly Uptime commitment published in the Service Level Agreement at kapsulehost.com/legal/sla. That commitment is the same for every paid Plan and does not vary by Tier. Where Uptime in a calendar month falls below it, the service credit schedule in that SLA applies to the Fees for the affected Service. This clause does not apply to downtime caused by: (a) the Reseller's actions or configurations; (b) Client actions; (c) force majeure; (d) scheduled maintenance notified at least 24 hours in advance. 05
4. Reseller Obligations
4.1AUP compliance: The Reseller must comply with the AUP and must include the AUP (or its own acceptable use policy that is no less restrictive than the AUP) in the Reseller's agreement with each Client. The Reseller is responsible for enforcing AUP compliance by Clients. 4.2Client agreements: The Reseller must maintain written agreements with each Client that: incorporate the AUP or equivalent; authorise the Reseller to provision Services on the Client's behalf; include terms compliant with the Privacy Act 2020 (NZ) or applicable data protection law; and do not make representations about Service levels that exceed what KapsuleHost provides under this Agreement. 4.3Payment: The Reseller must pay the monthly Tier fee as stated in Schedule 1, Wholesale Rates for all Services provisioned for Clients during the billing period, within the payment terms stated in Schedule 1. 4.4Payment method: The Reseller must maintain a valid payment method on file with KapsuleHost's payment processor at all times. Failure to maintain a valid payment method is a material breach. 4.5Notification obligations: The Reseller must notify KapsuleHost within 5 business days of: any change in the Reseller's legal name, company structure, or ownership; any insolvency event (receivership, liquidation, administration, moratorium); any legal proceeding involving the Reseller that could affect this Agreement; any security incident involving Client data. 4.6Compliance with law: The Reseller must comply with all applicable laws, including (without limitation) the Privacy Act 2020 (NZ), the Fair Trading Act 1986 (NZ), consumer protection laws applicable in the Reseller's jurisdiction, and anti-money-laundering laws. For resellers operating outside New Zealand, the Reseller is responsible for compliance with all applicable local laws. 4.7Support first tier: The Reseller must provide first-line support to Clients. KapsuleHost is not obligated to communicate with Clients directly except in the circumstances described in clause 5.3. The Reseller must respond to Clients within the timeframes the Reseller commits to in their own service terms. 4.8Accurate information: The Reseller must not make any false or misleading representations to Clients about the Services, pricing, or capabilities. 06
5. KapsuleHost's Obligations
5.1Services delivery: KapsuleHost will provide the Services and infrastructure necessary to operate the Reseller Panel and Client-facing services. 5.2Support: KapsuleHost will provide second-line support to the Reseller (not directly to Clients) via the Reseller Panel ticketing system, at the SLA for the Reseller's Tier. 5.3Direct Client contact: KapsuleHost will not contact Clients directly except: where the Client has a separate direct account with KapsuleHost; in cases of AUP violation or abuse where the Reseller has failed to act within 2 hours of notification; where required by law, court order, or regulatory authority; in case of a critical infrastructure emergency where the Reseller cannot be reached; or with the Reseller's written consent. 5.4Pricing changes: KapsuleHost will give the Reseller at least 30 days' written notice of any increase in Wholesale Rates. Price decreases take effect immediately. If the Reseller does not accept a price increase, the Reseller may terminate this Agreement on written notice within the 30-day notice period. 5.5Service changes: KapsuleHost will give the Reseller at least 60 days' written notice of any material change to the Services that would adversely affect Clients. 5.6Confidentiality: KapsuleHost will keep the Reseller's Wholesale Rates confidential and will not disclose them to Clients or other resellers. 07
6. Billing Models
### 6.1 Wholesale Model
6.1.1 How it works: KapsuleHost charges the Reseller the Wholesale Rate for each Service provisioned for Clients during the billing period. The Reseller bills Clients independently on whatever terms and pricing the Reseller chooses, provided the Reseller pays KapsuleHost the Wholesale Rate.
6.1.2 Monthly invoice: KapsuleHost will issue a monthly invoice to the Reseller no later than 3 business days after the end of the billing period, itemising Services by Client and service type.
6.1.3 Payment terms: Invoices are due within 14 days of issue. Late payment incurs interest at 2% per month on the outstanding amount.
6.1.4 Reseller's billing to Clients: The Reseller is solely responsible for billing Clients, collecting payment, and handling Client disputes. KapsuleHost has no obligation and no liability in respect of the Reseller's billing relationship with Clients.
### 6.2 Retail White-Label Model (Professional tier and above)
6.2.1 How it works: KapsuleHost collects payment from Clients on behalf of the Reseller's branded panel. KapsuleHost retains the Wholesale Rate and pays the Reseller the margin via monthly payout.
6.2.2 Stripe Connect: The Reseller must complete Stripe Connect Express onboarding to receive payouts. KapsuleHost is not responsible for delays caused by Stripe's onboarding process.
6.2.3 Commission calculation: Commission is calculated at the end of each calendar month as the sum of all margin earned on Client payments received during that period. Refunds are deducted.
6.2.4 Payout: Commission payouts are made within 10 business days after the end of the month. Payouts below NZ$10 are rolled over to the following month.
6.2.5 Tax: Commission is income for the Reseller. The Reseller is responsible for all tax obligations on Commission received.
6.2.6 Client refunds: If a Client requests a refund, KapsuleHost may process the refund at its discretion. The refund amount is deducted from the Reseller's Commission for that period. The Reseller's Wholesale Rate is not refunded unless the refund arises from a KapsuleHost service failure.
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7. Data Protection
7.1Privacy Act 2020 (NZ): Both parties must comply with the Privacy Act 2020 (NZ) in respect of personal information processed under this Agreement. 7.2Wholesale model, data controller relationship: Under the Wholesale model, the Reseller is the primary data controller for Client personal information. KapsuleHost acts as a data processor on the Reseller's behalf. KapsuleHost will: process personal data only as instructed by the Reseller; implement appropriate technical and organisational security measures; notify the Reseller within 48 hours of becoming aware of a personal data breach affecting Client data; and delete or return Client data on termination of this Agreement. 7.3Retail model, data controller relationship: Under the Retail model, KapsuleHost is the data controller for Client personal information (because KapsuleHost holds the billing relationship and processes Client payment data). The Reseller acts as an agent of KapsuleHost for the purpose of onboarding and managing Clients. The Reseller must obtain Clients' consent to KapsuleHost's privacy policy at sign-up. 7.4Data access: The Reseller may access Client data only to the extent necessary to manage the Reseller's account and provide support to Clients. The Reseller must not access, download, or use Client data for any purpose other than managing their KapsuleHost reseller account. 7.5Cross-border transfers: If the Reseller is based outside New Zealand, the Reseller acknowledges that Client data may be held in New Zealand and must ensure any cross-border data transfer complies with applicable law. 7.6Data processing agreement (DPA): The terms in clause 7 constitute a data processing agreement between the parties. For resellers subject to GDPR, a separate GDPR-compliant DPA is available on request. 09
8. Intellectual Property and Branding
8.1KapsuleHost IP: KapsuleHost retains all intellectual property rights in the Services, KPanel, the Reseller Panel software, and all associated materials. The Reseller receives a limited, non-exclusive, non-transferable licence to use these materials solely for the purpose of reselling Services under this Agreement. 8.2Reseller branding: The Reseller may display its own brand, logo, and colours in the Reseller Panel and Client-facing surfaces as configured through the brand settings. The Reseller's Tier determines the extent of white-labelling available (see Schedule 1). 8.3KapsuleHost name and logo: The Reseller must not: use the name "KapsuleHost" as part of the Reseller's own trading name or product name without KapsuleHost's prior written consent; imply that the Reseller is KapsuleHost or a KapsuleHost affiliate; use KapsuleHost's logo or brand assets in the Reseller's own marketing without prior written approval for each use; or register any domain name containing "KapsuleHost" without prior written consent. 8.4"Powered by KapsuleHost" (Starter tier): Starter tier Resellers must display a "Powered by KapsuleHost" attribution in the footer of the Client-facing panel as configured by KapsuleHost. This attribution may not be modified, hidden, or obscured. 8.5Co-marketing (Agency tier and above): Agency tier Resellers may participate in co-marketing activities. Any co-branded materials must be approved by KapsuleHost in writing before publication. 8.6Reseller's IP: The Reseller retains all intellectual property rights in the Reseller's own brand, content, and materials. KapsuleHost receives a limited licence to use the Reseller's brand assets to provide the white-labelled panel. 10
9. Suspension and Termination
### 9.1 Suspension
9.1.1 By KapsuleHost for non-payment: If the Reseller fails to pay an invoice within 30 days of the due date, KapsuleHost may suspend the Reseller's panel access. Client sites will continue to operate. KapsuleHost will notify the Reseller 5 days before suspension.
9.1.2 By KapsuleHost for AUP breach: If a Client or the Reseller materially breaches the AUP, KapsuleHost may suspend specific services without notice where immediate action is required to prevent harm. In other cases, KapsuleHost will give the Reseller 2 hours to remediate.
9.1.3 By KapsuleHost for cause: If the Reseller breaches any material term of this Agreement and fails to remedy the breach within 14 days of written notice, KapsuleHost may suspend the Reseller's account.
9.1.4 Client impact during suspension: During a Reseller account suspension: (a) existing Client sites, email, and domains remain operational; (b) new provisioning is blocked; (c) Clients receive a generic notice without specifying the reason relates to the Reseller.
### 9.2 Termination
9.2.1 By either party without cause: Either party may terminate this Agreement on 60 days' written notice.
9.2.2 By KapsuleHost for cause: KapsuleHost may terminate immediately if: the Reseller becomes insolvent; the Reseller commits fraud or material misrepresentation; the Reseller's Clients repeatedly or seriously breach the AUP; or the Reseller uses the Services for any illegal purpose.
9.2.3 Effect of termination: On termination: (a) the Reseller's panel access terminates on the effective date; (b) existing Client accounts enter a 60-day transition period during which Clients are offered direct-to-KapsuleHost migration or data export; (c) outstanding invoices become immediately due; (d) KapsuleHost will pay any outstanding Commission owed to the Reseller after deducting amounts owed by the Reseller.
9.2.4 Client transition: During the 60-day transition period, KapsuleHost will notify Clients that the reseller's services are being discontinued, offer Clients direct-to-KapsuleHost accounts at KapsuleHost's standard rates, provide data export tools for Clients who wish to move elsewhere, and continue hosting Client sites at KapsuleHost's cost for the transition period. After the 60-day period, Client sites that have not migrated will be suspended and then deleted (30-day suspension before deletion).
9.2.5 Data deletion: After termination and completion of the transition period, KapsuleHost will delete the Reseller's account data within 90 days, subject to retention requirements under applicable law.
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10. Liability
10.1KapsuleHost's liability to Reseller: KapsuleHost's total liability to the Reseller under this Agreement (whether in contract, tort, or otherwise) is limited to the amount of Tier fees paid by the Reseller in the 3 months preceding the event giving rise to the claim. 10.2Exclusion of consequential loss: Neither party is liable for indirect, special, or consequential loss (including loss of profits, loss of business, or loss of goodwill) arising under this Agreement, even if advised of the possibility of such loss. 10.3Reseller's liability to KapsuleHost: The Reseller indemnifies KapsuleHost against any loss, damage, or expense (including reasonable legal costs) arising from: (a) the Reseller's breach of this Agreement; (b) Client actions that are the Reseller's responsibility; (c) the Reseller's false or misleading representations to Clients; (d) the Reseller's failure to comply with applicable law. 10.4No liability for Reseller's client relationships: KapsuleHost is not liable for any obligations or commitments the Reseller makes to Clients that exceed what KapsuleHost provides under this Agreement. 10.5Consumer guarantees: Nothing in this Agreement limits any rights that cannot be excluded under the Consumer Guarantees Act 1993 (NZ) or other applicable consumer protection law. 12
11. Confidentiality
11.1Each party must keep confidential all information received from the other party that is marked as confidential or that a reasonable person would understand to be confidential, including (without limitation) Wholesale Rates, the Reseller's client list, and KapsuleHost's technical infrastructure details. 11.2Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach by the receiving party; (b) was independently developed by the receiving party; (c) is required to be disclosed by law, court order, or regulatory authority. 11.3Confidentiality obligations survive termination for 3 years. 13
12. General
12.1Governing law: This Agreement is governed by the laws of New Zealand. The parties submit to the non-exclusive jurisdiction of the New Zealand courts. 12.2Dispute resolution: Before commencing litigation, the parties must attempt to resolve any dispute by mediation under the AMINZ Mediation Rules, with a mediator agreed between the parties or, failing agreement, appointed by AMINZ. 12.3Amendments: KapsuleHost may amend this Agreement with 30 days' written notice. The Reseller's continued use of the Services after the notice period constitutes acceptance of the amended terms. 12.4Entire agreement: This Agreement (including Schedules and any Order Form) is the entire agreement between the parties relating to its subject matter and supersedes all prior agreements or representations. 12.5Waiver: A failure to enforce any term is not a waiver of that term. 12.6Severability: If any term is unenforceable, it is severed and the remainder of the Agreement continues in force. 12.7Assignment: The Reseller may not assign this Agreement without KapsuleHost's prior written consent. KapsuleHost may assign this Agreement to an affiliate or in connection with a sale of all or substantially all of its assets. 12.8Notices: Written notices may be given by email to the addresses in Schedule 1. Email notices are deemed received when sent (unless the sender receives a delivery failure notification). 14
Schedule 1: Tier Details
The values in this Schedule are set from the Reseller's approved application.
Reseller details: Legal name, registration number, country, contact email, and reseller panel domain are recorded in the approved application.
KapsuleHost details: Contact for notices: legal@kapsulehost.com
Tier: As selected in the application (Starter / Professional / Agency / Enterprise)
Tier fee: As published at kapsulehost.com/reseller at the time of application, billed monthly in advance.
Wholesale rates: Exclusive of GST; rates vary by Tier and are published in the Reseller Panel after approval.
Client limit: 25 (Starter) / 100 (Professional) / Unlimited (Agency and Enterprise)
Billing model(s) enabled: As available for the selected Tier.
SLA uptime target: 99.9% monthly Uptime, as published in the Service Level Agreement at kapsulehost.com/legal/sla. It is the same for every Tier, and the service credit schedule in that SLA is the remedy if a month falls below it.
Support SLA: Email response within 24h (Starter) or 4h (Professional and above).
White-label level: Custom domain and removal of "Powered by KapsuleHost" attribution available on Professional tier and above.
Agreement version: 1.0. Effective date: date of account approval.
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Schedule 2: Acceptable Use Policy
The current AUP is incorporated by reference from kapsulehost.com/legal/acceptable-use.
As at the Effective Date, the AUP prohibits (among other things): hosting of spam sending infrastructure; distribution of malware or illegal content; cryptocurrency mining without explicit permission; CSAM or other illegal sexual content; DDoS-for-hire or similar attack services; and sites that facilitate illegal activity in New Zealand or the Reseller's jurisdiction.
