# Reseller Agreement Canonical page: https://kapsulehost.com/en-us/legal/reseller-agreement Last updated: 30 September 2026 Version 8, effective September 30, 2026 ## 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 at Suite 13063, Level 1, 6 Johnsonville Road, Johnsonville, Wellington 6037, 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. ## 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. ## 2. Appointment and Scope 2.1 Non-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. 2.2 Independent 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. 2.3 Reseller 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. ## 3. Services and Reseller Panel 3.1 Provision of Services: KapsuleHost will provision Services on behalf of the Reseller for Clients in accordance with this Agreement and KapsuleHost's standard technical specifications. 3.2 Reseller 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. 3.3 Client 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). 3.4 Platform 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. ## 4. Reseller Obligations 4.1 AUP 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. 4.2 Client 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. 4.3 Payment: The Reseller must pay the monthly Tier fee as stated in Schedule 1 and the Wholesale Rates for all Services provisioned for Clients during the billing period, within the payment terms stated in Schedule 1. 4.4 Payment 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. 4.5 Notification 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. 4.6 Compliance 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. 4.7 Support 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. 4.8 Accurate information: The Reseller must not make any false or misleading representations to Clients about the Services, pricing, or capabilities. ## 5. KapsuleHost's Obligations 5.1 Services delivery: KapsuleHost will provide the Services and infrastructure necessary to operate the Reseller Panel and Client-facing services. 5.2 Support: 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. 5.3 Direct 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. 5.4 Pricing 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. 5.5 Service changes: KapsuleHost will give the Reseller at least 60 days' written notice of any material change to the Services that would adversely affect Clients. 5.6 Confidentiality: KapsuleHost will keep the Reseller's Wholesale Rates confidential and will not disclose them to Clients or other resellers. ## 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 Payout onboarding: The Reseller must complete our payment processor's payout onboarding, started from KPanel, to receive payouts. KapsuleHost is not responsible for delays caused by the payment processor'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 in your account currency within 10 business days after the end of the month. A payout below the minimum payout for your account currency, shown in the Reseller Panel, is 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. ### 6.3 Referrals 6.3.1 Referral code: Each Reseller has a referral code, and a referral link that carries it, in the Reseller Panel. A business that applies to become a Reseller with your code or link, and that we approve, is a "Referred Reseller". You are its "Referring Reseller". 6.3.2 What the Referred Reseller receives: We waive the Tier Fee on the Referred Reseller's first two monthly invoices. These are the invoice for the calendar month in which we approve its application and the invoice for the following month. For an Enterprise Reseller, the Tier Fee is the platform fee agreed for its account. Wholesale Rates for Services provisioned in those months are still invoiced. GST is charged only on the amount invoiced, so a waived Tier Fee attracts no GST. Each waived invoice shows the Tier Fee and the waiver as separate lines. 6.3.3 What the Referring Reseller earns: You earn a referral commission of 10% of the Tier Fee, excluding GST, that the Referred Reseller actually pays on each monthly invoice. You earn it for the 12 calendar months starting with the first month for which the Referred Reseller pays a Tier Fee. You earn nothing for a month whose Tier Fee was waived under 6.3.2, or whose invoice is unpaid, voided, refunded or credited in whole or in part. If commission has already been credited for an invoice that is later voided, refunded or credited, we reverse it, and deduct it from your next payout if it has already been paid. 6.3.4 Payment: Referral commission is paid in your account currency, through the same monthly payout as Commission under 6.2.4. That payout is made by our payment processor to the account you connect in KPanel under 6.2.2, and you may connect one on any Tier to receive referral commission. A payout balance below the minimum payout under 6.2.4 carries forward to a later month until it reaches that minimum. 6.2.5 (Tax) applies to referral commission. 6.3.5 When it ends: No further referral commission is earned once either your account or the Referred Reseller's account is closed or terminated. Referral commission already paid is not affected. Unpaid referral commission already earned is settled under 9.2.3(d). 6.3.6 Limits: A business can be a Referred Reseller only once. The following do not qualify: a referral of yourself or your own business (including an application from your contact email or from anyone on your Reseller team), and a referral of a business with the same NZBN or company registration number as yours. A referral code must be active, unexpired, and within any use limit you set for it when the application is approved. We may withdraw a referral, and any waiver or commission arising from it, if we reasonably believe it was obtained by fraud or misrepresentation. 6.6 Currency: Your Tier Fee, Wholesale Rates, invoices, Commission and referral commission are in the currency of your KapsuleHost account, at the prices published for that currency. GST is charged only on accounts billed in New Zealand dollars. ## 7. Data Protection 7.1 Privacy Act 2020 (NZ): Both parties must comply with the Privacy Act 2020 (NZ) in respect of personal information processed under this Agreement. 7.2 Wholesale 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. 7.3 Retail 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. 7.4 Data 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. 7.5 Cross-border transfers: If the Reseller is based outside New Zealand, the Reseller acknowledges that Client websites and mail are hosted in Europe, and that Client account and billing data, and the data of any online shops, are held with our control panel in the Asia-Pacific region, and the Reseller must ensure any cross-border data transfer complies with applicable law. 7.6 Data 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. ## 8. Intellectual Property and Branding 8.1 KapsuleHost 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. 8.2 Reseller 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). 8.3 KapsuleHost 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. 8.5 Co-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. 8.6 Reseller'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. ## 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. ## 10. Liability 10.1 KapsuleHost'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. 10.2 Exclusion 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. 10.3 Reseller'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. 10.4 No 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. 10.5 Consumer 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. ## 11. Confidentiality 11.1 Each 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. 11.2 Confidentiality 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. 11.3 Confidentiality obligations survive termination for 3 years. ## 12. General 12.1 Governing law: This Agreement is governed by the laws of New Zealand. The parties submit to the non-exclusive jurisdiction of the New Zealand courts. 12.2 Dispute 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. 12.3 Amendments: 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. 12.4 Entire 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. 12.5 Waiver: A failure to enforce any term is not a waiver of that term. 12.6 Severability: If any term is unenforceable, it is severed and the remainder of the Agreement continues in force. 12.7 Assignment: 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. 12.8 Notices: 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). ## 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/hosting/reseller in your account currency at the time of application, billed monthly in arrears. Referral programme: As set out in clause 6.3 (2 months' Tier Fee waived for the Referred Reseller; 10% of the Tier Fee it pays, for 12 months, to the Referring Reseller). 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. ## 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. --- This is the Markdown rendition of https://kapsulehost.com/en-us/legal/reseller-agreement, published for AI readers and agents. For the full interactive page, visit the canonical URL above.