Skuno End User Licence Agreement (EULA)

Last updated: 5 January 2026

This End User Licence Agreement (“Agreement” or “EULA”) is a legally binding agreement between you (“Customer”, “you”, or “your”) and Leitkern Limited T/A Skuno (“Skuno”, “we”, “us”, or “our”).

By accessing or using Skuno’s software, platforms, website, APIs, or related services (the “Services”), you agree to be bound by this Agreement. If you do not agree, you must not use the Services.

1. Purpose and structure

Skuno provides enterprise reporting and operations software for business use. This Agreement sets out:

The licence granted to you
How the Services may and may not be used
Ownership of intellectual property
Acceptable use standards
Limits of liability and responsibility

This EULA applies unless replaced or supplemented by a signed agreement with Skuno.

2. Definitions

To keep this Agreement clear and easy to read, the following terms have the meanings set out below:

Agreement means this End User Licence Agreement, together with the Privacy Policy and any referenced documents.
Authorised Users means individuals you permit to access the Services under your licence.
Business Day means a day other than a Saturday, Sunday, or public holiday in Auckland, New Zealand.
Confidential Information means non-public information shared by one party with the other that is marked as confidential or would reasonably be understood to be confidential.
Customer, you, or your means the legal entity that enters into this Agreement.
Customer Data means all data, content, and information entered into the Services by or on behalf of you.
Enterprise plan means a Skuno subscription tier designated as enterprise, which may include additional options such as controlled update cadence.
Feedback means any ideas, suggestions, requests, or input you provide to Skuno about the Services.
Privacy Policy means the Skuno Privacy Policy, as updated from time to time.
Registered Solution means a Skuno-developed connector, extension, or integration that interoperates with third-party software, including Microsoft licensed software.
Services means Skuno’s software, platforms, APIs, and related services provided under this Agreement.
Software License Terms (SLT) means the licence terms published by Microsoft that govern Microsoft licensed software.
Subscription Term means the period for which you are entitled to use the Services under a paid or trial subscription.

Headings are for convenience only and do not affect interpretation. Words in the singular include the plural and vice versa.

3. Licence grant

Subject to this Agreement and payment of applicable fees, Skuno grants you a non-exclusive, non-transferable, revocable, limited licence to access and use the Services during the Subscription Term for your internal business purposes.

No ownership rights are transferred to you under this Agreement.

4. Licence restrictions

You must not, and must not allow others to:

Access or use the Services beyond the scope of your agreed licence (including users, locations, features, or usage limits)
Share login credentials between users
Reverse engineer, decompile, or attempt to extract source code
Circumvent security, access controls, or licence enforcement mechanisms
Use the Services to build or benchmark a competing product
Use the Services in a way that is unlawful, fraudulent, or harmful
Use the Services in connection with prohibited business categories listed below

Your licence is granted to a single legal entity.

You must not multiplex, pool, or share access to the Services across multiple legal entities, business units, or organisations in order to avoid licence limits or fees.

Internal use across teams or departments within the same legal entity is permitted, provided such use remains within your agreed licence scope.

Temporary licence overages

Skuno believes in supporting customers during genuine operational peaks. We may allow temporary licence overages so that your business is not prevented from trading or completing sales during periods of unexpected demand or operational pressure.

Any temporary overage:

Is provided on a best-endeavours basis
Is permitted solely at Skuno’s discretion
Must not be abused, engineered, or relied upon as a substitute for an appropriate licence
Does not constitute a waiver of licence limits
Does not create an ongoing, extended, or permanent licence right
Does not imply that similar overages will be permitted in the future

Where Skuno allows a temporary overage, we will not retrospectively charge for that specific permitted overage.

API access and external parties

Access to the Services via APIs is permitted for integration purposes.

Customers, suppliers, vendors, or other third parties may interact with the Services through your API integrations without requiring their own licence, provided that:

They do not share common ownership with you
They do not have significant overlapping shareholders
They do not share directors or controlling officers
They access the Services solely through the API for transactional or integration purposes

If an external party has common ownership, shared control, or materially overlapping governance with you, they may require a separate licence.

Skuno may monitor usage to verify compliance with licence restrictions.

5. Prohibited business categories

Skuno does not permit use of the Services by organisations that operate in, support, or derive material revenue from business activities that are illegal, unethical, or widely recognised as high-risk or harmful to people, communities, or financial systems.

The Services must not be used in connection with:

Illegal activities or unlawful trade
Weapons manufacturing or distribution, including firearms, ammunition, and explosives
Tobacco products, vaping products, or nicotine delivery systems
Gambling, betting, lotteries, or games of chance involving monetary stakes, where unlawful or unregulated
Pornography or sexually explicit content
Prostitution, escorting, or facilitation of sex work
Recreational drugs, controlled substances, or drug paraphernalia
Counterfeit goods or intellectual property infringement
Predatory lending, payday loans, loan-sharking, or exploitative financial practices
Money laundering, terrorist financing, or sanctions evasion
Unregulated money services, including unlicensed remittance services or payment facilitation
Businesses primarily dealing in cryptocurrencies, tokens, or digital assets where unlawful, deceptive, or unregulated
Human trafficking, forced labour, or child exploitation
Businesses that promote hate, discrimination, or violence against protected groups
Businesses operating in, or materially connected to, countries or territories subject to sanctions under New Zealand law

Skuno reserves the right to refuse service, suspend access, or terminate this Agreement if it reasonably determines that a customer operates within these categories.

6. Authorised users and customer responsibilities

You are responsible for:

All use of the Services by Authorised Users
Ensuring Authorised Users comply with this Agreement
Maintaining the confidentiality of login credentials
Ensuring Customer Data is accurate and lawful

You must not enter data into the Services that you are not legally permitted to process.

6. Customer Data

6.1 Ownership

You retain ownership of Customer Data. Skuno does not claim ownership over your data.

6.2 Licence to Skuno

You grant Skuno a limited licence to host, process, transmit, and display Customer Data solely to:

Provide and operate the Services
Provide support
Maintain security and integrity
Improve the Services
Enforce licence terms

Skuno’s handling of personal information within Customer Data is governed by the Skuno Privacy Policy, which forms part of this Agreement.

7. Privacy and data protection

Skuno’s collection, use, storage, and protection of personal information is described in the Skuno Privacy Policy.

The Privacy Policy forms part of this Agreement and applies to all use of the Services.

Skuno does not currently support customers that are legally subject to the General Data Protection Regulation (GDPR).

If you or your organisation are required to comply with GDPR, you must not use the Services at this time.

The Services are supplied for business purposes. To the maximum extent permitted by law, the Consumer Guarantees Act 1993 does not apply.

By using the Services, you acknowledge and agree that Skuno will handle personal information in accordance with the Privacy Policy and that the Services are not offered as GDPR-compliant.

8. AI-powered features

Some features of the Services may use artificial intelligence or machine-learning services provided by third parties.

By using AI-enabled features, you acknowledge and agree that:

Relevant Customer Data may be shared with third-party AI providers
Such data may not be anonymised
Data will be shared only to the extent required to deliver the feature

Further detail on how data is handled in connection with AI features is set out in the Skuno Privacy Policy.

Skuno does not use AI to make automated decisions that produce legal or similarly significant effects without human oversight.

9. Third-party services and connectors

The Services may integrate with, or allow you to connect to, third-party systems, platforms, or services via connectors provided by Skuno or third parties.

When you use a connector:

Your use of the third-party system is governed by that provider’s own licensing, privacy, and other applicable terms
You are solely responsible for complying with those third-party terms
Skuno does not control, and is not responsible for, third-party systems or how they handle your data

Skuno provides connectors for convenience only and does not warrant the availability, security, or functionality of any third-party system.

10. Microsoft licensed software and registered solutions

Where the Services integrate with or interoperate with Microsoft licensed software:

Separate Microsoft licence
Microsoft licensed software is licensed separately from Skuno and governed by Microsoft’s applicable Software License Terms (SLT). You agree that you have accepted, or will accept, the relevant SLT prior to using any Microsoft licensed software.
Responsibility for Skuno solutions
Skuno, and not Microsoft, is responsible for Skuno’s registered solutions, connectors, or integrations, and for any effect they may have on the functionality of Microsoft licensed software or its accompanying documentation.
Access to registered solutions and support materials
Skuno will provide you with the right to receive copies of Skuno’s registered solutions and the materials reasonably necessary to support them.
Microsoft as a third-party beneficiary
Microsoft is a third-party beneficiary of this section only and may enforce these provisions and verify compliance.
Microsoft Universal Code Initiative (UCI) compliance
Skuno will provide Services that are compliant with Microsoft’s Universal Code Initiative (UCI) requirements, where applicable to Skuno’s registered solutions.
Scope of responsibility for Microsoft objects and dependencies
Skuno is responsible only for objects provided to Microsoft services within Skuno’s registered Microsoft Partner object range.
Any third-party extensions, dependencies, customisations, or modifications that interact with or depend on those objects are used at your own risk.
Use of third-party components in connection with Skuno’s registered objects removes any warranty or responsibility from Skuno for issues arising from those third-party components.

11. Fees, billing, and renewal

Fees, billing cycles, and pricing are set out in your order form, invoice, or subscription agreement.

Subscriptions automatically renew for successive periods equal to the then-current term unless cancelled.

You may cancel an automatic renewal by providing notice:

At any time before the renewal date, or
Up to one month after the renewal date, in which case the subscription will end at the close of the current billing period

Failure to pay fees may result in suspension or termination of access.

12. Service availability and uptime

Skuno endeavours to provide 99.9% service availability per calendar month, excluding planned maintenance, force majeure events, and circumstances outside our reasonable control.

If, in a given month, the Services fall below this availability target, you may request a review.

Following such a request:

Skuno will assess the specific incident or incidents
We will consider how the service interruption affected your actual use of the Services
We may, at our discretion, provide a billing discount or credit for the affected month

Any discount or credit:

Is determined solely by Skuno
Is the exclusive remedy for service availability issues
Does not create an ongoing service level obligation beyond this clause

13. Suspension and termination

13.1 Suspension

Skuno may temporarily suspend access to the Services where reasonably necessary to:

Protect the security, integrity, or availability of the Services
Investigate suspected misuse, unlawful activity, or breach of this Agreement
Respond to legal, regulatory, or sanctions obligations
Address non-payment of fees

Where practicable, Skuno will provide notice of a suspension and work with you to restore access as soon as the issue is resolved.

13.2 Termination by you

You may terminate this Agreement by:

Cancelling your subscription in accordance with Section 11 (Fees, billing, and renewal), or
Providing written notice where permitted under a signed agreement with Skuno

Termination takes effect at the end of the applicable billing period unless otherwise agreed.

13.4 Termination by Skuno

Skuno may terminate this Agreement by written notice if:

You materially breach this Agreement and do not remedy the breach within a reasonable time after notice
Fees remain unpaid beyond applicable grace periods
Your use of the Services creates a legal, security, or reputational risk
You operate in a prohibited business category or sanctioned jurisdiction

13.5 Effect of termination

Upon termination or expiry:

Your licence to use the Services ends
Access to the Services will cease
Data handling will occur in accordance with the Privacy Policy and applicable retention obligations

Sections intended to survive termination will continue to apply in accordance with Section 32 (Survival).

14. Intellectual property

All intellectual property rights in the Services, Documentation, and related materials remain the property of Skuno or its licensors.

You must not remove or obscure proprietary notices.

15. Product scope and standard software model

Skuno provides standard, multi-tenant software products. Skuno does not modify its products to meet the specific needs of individual customers.

The Services are designed to be used in a consistent manner across all customers.

16. Product updates and change management

Skuno updates and improves its products on a continuous basis as part of normal product development.

Customers on an Enterprise plan may elect to:

Receive a consolidated update once per year, rather than continuous updates
Receive a grace period of up to three (3) months following the release of that update before it becomes mandatory

Outside of this Enterprise option, updates are applied continuously.

Connector compatibility updates

Where the Services integrate with third-party systems via connectors, Skuno may deploy updates without prior notice where reasonably required to maintain compatibility, security, or correct operation following changes made by the downstream or connected product.

This applies to:

Customers on standard plans, and
Customers on Enterprise plans

Such updates may be applied outside the normal update cadence, including during an Enterprise grace period, where necessary to ensure continued interoperability or to prevent service disruption.

Security and vulnerability updates

Skuno may also deploy updates without prior notice to address registered Common Vulnerabilities and Exposures (CVEs), security advisories, or other security-related issues.

These updates may be applied at any time where Skuno reasonably determines that action is required to protect the security, integrity, or availability of the Services or customer data.

Features may be added, changed, or retired, provided this is done in a reasonable and considered manner.

17. Customer responsibility and suitability

You are responsible for determining whether the Services meet your business requirements and for configuring and using the Services appropriately.

18. Business processes and independent development

We regularly engage with many businesses across different industries and markets. In doing so, customers may choose to share information about their business processes, workflows, or operational challenges, including in confidence.

Where business process information is shared:

Skuno will treat confidential information in accordance with any applicable confidentiality obligations
Skuno may generalise, abstract, or anonymise business processes to understand common patterns and needs across customers
Any resulting product features or improvements are designed and delivered in a generic manner for all customers

You acknowledge and agree that:

Skuno works with many customers that may have similar or overlapping business models or processes
The development of features or functionality that are similar to your business processes does not, by itself, mean that Skuno used your confidential information
Skuno may independently develop similar features based on general industry knowledge, experience, or feedback from other customers

19. Customer feedback and intellectual property

Any suggestions, ideas, requests, feedback, or other information you provide (“Feedback”) are provided voluntarily and without restriction.

By providing Feedback, you agree that:

Skuno has no obligation to use, implement, or respond to the Feedback
Skuno may use, modify, commercialise, or incorporate the Feedback into its products or services
You receive no licence, compensation, revenue share, or other consideration
Skuno owns all rights, title, and interest in any product features or developments that result from the use of the Feedback
You may not claim ownership of, attribution for, or rights in any such developments, even if they are similar to or derived from your Feedback

20. Confidentiality

Each party must protect the other’s confidential information and use it only for purposes permitted under this Agreement.

21. Warranties and disclaimers

The Services are provided “as is” and “as available”.

To the maximum extent permitted by law, Skuno disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

22. Limitation of liability

To the maximum extent permitted by law:

Skuno is not liable for indirect, incidental, or consequential losses
Skuno’s total liability under this Agreement is limited to the fees paid by you in the 12 months preceding the claim

23. Indemnity

You agree to indemnify Skuno against claims arising from:

Your use of the Services
Your breach of this Agreement
Customer Data you provide

24. Force majeure

Skuno is not responsible for any delay or failure to perform its obligations where the delay or failure is caused by events outside our reasonable control. This may include natural disasters, pandemics, acts of government, war, terrorism, civil unrest, strikes, power or telecommunications failures, or failures of third-party infrastructure providers.

Skuno will make reasonable efforts to mitigate the impact of such events and to resume normal service as soon as practicable.

25. Good faith and no waiver

Skuno and customers will act in good faith in exercising their rights and obligations under this Agreement.

If Skuno does not immediately enforce a right, limit, or restriction, this does not waive our ability to enforce it at a later time.

26. Subcontracting

Skuno may use subcontractors or third-party service providers to deliver parts of the Services, including hosting, infrastructure, security, and support services.

Skuno remains responsible for the Services provided under this Agreement.

27. Notices

Formal notices under this Agreement must be in writing and may be sent by email to the most recent contact details provided by each party.

Notices are effective when sent during normal business hours in the recipient’s location, or on the next business day if sent outside those hours.

28. Dispute resolution

If a dispute arises, the parties will first attempt to resolve it through good-faith discussions at an operational level.

If the dispute is not resolved, either party may request mediation conducted in New Zealand.

Nothing in this clause prevents either party from seeking urgent injunctive or court relief where necessary.

29. Insurance

Skuno maintains insurance appropriate to the nature and scale of the Services.

30. Confidentiality

Each party will keep confidential any non-public information received from the other party in connection with this Agreement and will use such information only for purposes related to this Agreement, unless disclosure is required by law.

Skuno’s obligations relating to personal information and data confidentiality are further described in the Skuno Privacy Policy.

31. Open-source software

The Services may include open-source software components. Any such components are governed by their applicable open-source licences, which apply only to those components and not to the Services as a whole.

32. Survival

Sections of this Agreement that by their nature are intended to continue after termination or expiry will survive, including sections relating to intellectual property, confidentiality, liability, dispute resolution, and governing law.

33. Governing law

This Agreement is governed by the laws of New Zealand, without regard to conflict of law principles.

34. Changes to this Agreement

We may update this Agreement from time to time.

Where we make changes, we will provide at least one (1) month’s notice by email to the primary contact email address you have provided to us.

Continued use of the Services after the notice period constitutes acceptance of the updated terms.

35. Assignment

You may not assign this Agreement without Skuno’s prior written consent. Skuno may assign this Agreement as part of a corporate restructure or sale.

36. Entire agreement

This Agreement, together with the Privacy Policy and any signed agreements, constitutes the entire agreement between you and Skuno regarding the Services.

37. Contact us

If you have questions about this Agreement, contact:

Email: legal@skuno.ai

By using the Services, you confirm that you have authority to bind the Customer to this Agreement.