Terms and Conditions
Last updated: April, 2026
These Terms and Conditions ("Terms") govern your access to and use of the services, platform, and website operated by My Shout Limited (company registration number 9429047968370), a company registered in New Zealand, trading as Passform ("Passform", "we", "us", "our"). Our website is located at passform.io.
By accessing the Passform platform, registering an account, or using any of our services, you ("Customer", "you", "your") agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.
If you do not agree to these Terms, do not access or use our services.
1. Definitions
"API" means the Passform application programming interface, including all endpoints, documentation, and associated developer tools made available by Passform.
"Customer Data" means any data, content, or information that you or your end users submit to or through the Platform, including personal information of your end users processed by Passform on your behalf.
"Documentation" means the technical and user documentation made available by Passform at docs.passform.io or otherwise provided to you.
"End Users" means the individuals who interact with digital wallet passes or other outputs created through your use of the Platform.
"Fees" means the charges applicable to your subscription plan as set out in an Order Form or as published on the Passform pricing page.
"Order Form" means a written or electronic agreement specifying the services, subscription tier, and fees applicable to your account.
"Platform" means the Passform software-as-a-service platform, including the dashboard, API, pass management tools, analytics, and associated infrastructure made available to you under these Terms.
"Services" means the Platform and any related professional services, support, or ancillary services provided by Passform.
"Subscription Term" means the period during which you are subscribed to the Platform, as specified in your Order Form or account settings.
"Wallet Pass" means a digital pass compatible with Apple Wallet or Google Wallet, created, managed, or distributed through the Platform.
2. Access and Account Registration
2.1 To access the Platform, you must register for an account by providing accurate, complete, and current information. You agree to keep your account information up to date.
2.2 You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must notify us immediately at hello@passform.io if you suspect any unauthorised access to or use of your account.
2.3 You must be at least 18 years of age and have the legal authority to enter into a binding contract to use our Services. By accepting these Terms, you confirm that you meet these requirements.
2.4 We reserve the right to refuse account registration or to suspend or terminate an account at our discretion, including where we reasonably suspect a breach of these Terms.
3. Services
3.1 Platform Access. Subject to these Terms and payment of applicable Fees, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform during the Subscription Term for your internal business purposes.
3.2 Service Tiers. Passform offers the following service tiers, each subject to the specific entitlements and limitations described in the applicable Order Form or pricing page:
API Tier: Access to the Passform API for technical teams building wallet pass capability into existing products or platforms.
Platform Tier: Access to the Passform dashboard and campaign management tools for brands and marketing teams managing wallet programmes.
Enterprise Tier: Custom deployments for large-scale or complex integrations, including white labelling, SSO, and data localisation options.
Memberships Tier: A plug-and-play digital membership card solution for clubs and organisations, including online enrolment, payment processing, and member management.
3.3 Changes to Services. We may update, modify, or discontinue features of the Platform from time to time. We will use reasonable endeavours to provide advance notice of material changes. We will not materially reduce core functionality during a paid Subscription Term without offering a remedy (such as a pro-rata refund for the affected period).
3.4 Availability. We aim to make the Platform available at all times but do not guarantee uninterrupted access. Scheduled maintenance, third-party dependencies (including Apple and Google Wallet infrastructure), and events outside our control may affect availability.
4. Fees and Payment
4.1 Fees are set out in your Order Form or, where no Order Form exists, on the Passform pricing page at the time of subscription. All fees are exclusive of applicable taxes unless stated otherwise.
4.2 Fees are billed in advance for each billing period (monthly or annual, as selected). Annual subscriptions are non-refundable except as expressly set out in Section 14 (Termination) or required by applicable law.
4.3 Payment is processed via our authorised payment provider. By providing payment details, you authorise us (or our payment provider) to charge the applicable Fees on the dates they fall due.
4.4 If any payment is overdue by more than 14 days, we may suspend your access to the Platform until the outstanding amount is paid. We will notify you before suspending access.
4.5 We may change our Fees by providing at least 30 days' written notice before the start of your next billing period. Your continued use after the effective date constitutes acceptance of the revised Fees.
4.6 You are responsible for all applicable taxes, duties, and levies arising from your use of the Services in your jurisdiction. Where Passform is required by law to collect GST or other taxes, these will be added to your invoice.
5. Acceptable Use
5.1 You agree to use the Platform only for lawful purposes and in accordance with these Terms and all applicable laws and regulations.
5.2 You must not use the Platform to:
distribute unsolicited commercial communications (spam) or send push notifications to individuals who have not consented to receive them;
transmit content that is unlawful, defamatory, fraudulent, harmful, or that infringes any third-party rights;
interfere with or disrupt the integrity or performance of the Platform or any related systems or networks;
attempt to gain unauthorised access to any part of the Platform or to any third-party accounts, systems, or data;
reverse engineer, decompile, disassemble, or attempt to derive the source code of any part of the Platform;
use the Platform to build a product or service that competes directly with Passform without our prior written consent;
resell, sublicence, or otherwise make the Platform available to third parties except as expressly permitted under your subscription tier or a separate reseller agreement;
use the Platform in any way that violates applicable privacy laws, including sending wallet pass communications to individuals without a valid legal basis for processing their personal data.
5.3 You are responsible for ensuring that your End Users' use of any Wallet Passes created through the Platform complies with these Terms and all applicable laws.
6. Customer Data and Data Processing
6.1 As between you and Passform, you retain ownership of all Customer Data. You grant Passform a limited, non-exclusive licence to access, store, and process Customer Data solely to the extent necessary to provide the Services.
6.2 You are responsible for ensuring that you have all necessary rights, consents, and permissions to submit Customer Data to the Platform, and that doing so does not violate any applicable law or third-party rights.
6.3 To the extent that Customer Data includes personal information of your End Users, Passform acts as a data processor on your behalf. Our processing of that personal information is governed by our Data Processing Agreement, which is incorporated into these Terms by reference and available on request.
6.4 You are the data controller (or equivalent under applicable privacy law) for Customer Data. You are responsible for providing your End Users with any required privacy notices and obtaining any required consents.
6.5 Passform's collection and use of personal information provided by you in connection with your account (including account registration details and billing information) is governed by our Privacy Policy at passform.io/privacy.
7. Intellectual Property
7.1 Passform IP. We retain all rights, title, and interest in and to the Platform, the API, the Documentation, and all related intellectual property. Nothing in these Terms transfers any ownership of Passform IP to you.
7.2 Your IP. You retain all rights, title, and interest in and to your Customer Data and any content or materials you upload to the Platform. You also retain rights to the visual design and content of Wallet Passes you create using the Platform.
7.3 Feedback. If you provide us with suggestions, ideas, or feedback about the Platform ("Feedback"), you grant us a royalty-free, perpetual, irrevocable licence to use and incorporate that Feedback into the Platform or our other products without obligation to you.
7.4 Branding. Unless expressly agreed in writing, you may not use Passform's name, logo, or trademarks without our prior written consent. We may, with your consent, reference your business name and general use case as a customer reference.
8. Confidentiality
8.1 Each party may disclose to the other confidential information in connection with the Services ("Confidential Information"). Confidential Information includes pricing terms, technical specifications, business plans, and other non-public information that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.
8.2 Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without the disclosing party's prior written consent; and (c) use Confidential Information only for the purposes of performing obligations or exercising rights under these Terms.
8.3 Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of these Terms; (b) was already known to the receiving party before disclosure; (c) is independently developed by the receiving party without use of Confidential Information; or (d) must be disclosed by law or by order of a court or regulatory authority.
9. Third-Party Services and Integrations
9.1 The Platform integrates with and relies on third-party services and infrastructure, including but not limited to Apple Wallet, Google Wallet, payment processors, CRM platforms, POS systems, and loyalty platforms. Your use of these third-party services is subject to their own terms and conditions.
9.2 We do not control and are not responsible for the availability, security, or content of third-party services. Changes to third-party APIs or infrastructure (including changes made by Apple or Google) may affect Platform functionality, and we will use reasonable endeavours to adapt accordingly.
9.3 Any integrations between the Platform and your existing systems are configured at your direction. You are responsible for ensuring that such integrations comply with the terms of your agreements with those third-party providers.
10. Warranties and Representations
10.1 Each party represents and warrants to the other that: (a) it has the legal authority to enter into these Terms; (b) these Terms, when accepted, will constitute a valid and binding obligation; and (c) its performance under these Terms will not violate any applicable law or any agreement with a third party.
10.2 You represent and warrant that: (a) you will use the Platform in compliance with all applicable laws; (b) you have obtained all consents necessary to submit Customer Data to the Platform; and (c) Customer Data does not infringe any third-party rights.
10.3 We warrant that we will provide the Services with reasonable care and skill. Other than as expressly stated in these Terms, the Platform is provided "as is" and "as available." To the maximum extent permitted by applicable law, we disclaim all implied warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
11. Limitation of Liability
11.1 Nothing in these Terms limits or excludes either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded by law, including obligations under the Consumer Guarantees Act 1993 (New Zealand) where applicable.
11.2 Subject to Section 11.1, to the maximum extent permitted by applicable law, neither party will be liable for any indirect, consequential, incidental, special, or punitive damages, or for any loss of profit, revenue, data, goodwill, or business opportunity, even if advised of the possibility of such damages.
11.3 Subject to Section 11.1, our total aggregate liability to you under or in connection with these Terms (whether in contract, tort, or otherwise) will not exceed the total Fees paid or payable by you to Passform in the 12 months preceding the event giving rise to the claim.
11.4 The limitations and exclusions in this Section reflect the allocation of risk between the parties. Passform would not have entered into these Terms without these limitations.
12. Indemnification
You agree to indemnify, defend, and hold harmless Passform and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your use of the Platform in breach of these Terms; (b) Customer Data submitted by you or on your behalf; (c) your violation of any applicable law or third-party rights; or (d) your End Users' use of Wallet Passes created through your account.
13. Suspension
13.1 We may suspend your access to the Platform immediately and without notice if: (a) we reasonably believe you are in material breach of these Terms, including the Acceptable Use Policy in Section 5; (b) your use of the Platform poses a security risk to Passform or other customers; (c) required by law or regulatory authority; or (d) your payment is overdue by more than 14 days (subject to prior notice as set out in Section 4.4).
13.2 We will endeavour to restore access promptly once the circumstances giving rise to the suspension have been resolved.
14. Term and Termination
14.1 These Terms commence on the date you register your account or accept these Terms (whichever is earlier) and continue for the Subscription Term, and then renew automatically for successive periods unless terminated.
14.2 Either party may terminate the agreement on written notice if the other party: (a) is in material breach of these Terms and fails to remedy that breach within 30 days of written notice; or (b) becomes insolvent, enters into liquidation, or has a receiver or administrator appointed.
14.3 You may cancel your subscription at any time through your account settings or by contacting hello@passform.io. Cancellation takes effect at the end of the current billing period. No refunds are provided for the remaining portion of a prepaid period, except where required by applicable law.
14.4 We may terminate these Terms on 30 days' written notice without cause. In that event, we will refund any prepaid Fees covering the period after the termination date on a pro-rata basis.
14.5 Effect of Termination. On termination: (a) all licences granted under these Terms cease immediately; (b) you must cease using the Platform; (c) we will make Customer Data available for export for 30 days post-termination, after which it may be deleted in accordance with our data retention practices. You are responsible for exporting your data before the end of that period.
15. Governing Law and Disputes
15.1 These Terms are governed by and construed in accordance with the laws of New Zealand.
15.2 Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or validity thereof, will be resolved by the courts of New Zealand. Both parties submit to the non-exclusive jurisdiction of those courts.
15.3 Before commencing formal proceedings, the parties agree to attempt to resolve any dispute by good faith negotiation for a period of 30 days following written notice of the dispute.
16. General
16.1 Entire Agreement. These Terms, together with any Order Form, the Privacy Policy, and any Data Processing Agreement, constitute the entire agreement between you and Passform with respect to the Services and supersede all prior agreements, representations, and understandings.
16.2 Amendments. We may update these Terms from time to time. We will notify you of material changes at least 14 days before they take effect, by email or by posting a notice on the Platform. Your continued use of the Services after the effective date constitutes acceptance of the updated Terms. If you do not agree with the changes, you may terminate your subscription before the effective date.
16.3 Severability. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
16.4 Waiver. Failure by either party to enforce any provision of these Terms will not constitute a waiver of that party's right to enforce it in the future.
16.5 Assignment. You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations under these Terms to an affiliate or in connection with a merger, acquisition, or sale of substantially all of our assets, provided we give you reasonable notice.
16.6 Force Majeure. Neither party will be liable for any delay or failure in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, telecommunications failures, government actions, or third-party service outages (including Apple or Google infrastructure).
16.7 Notices. All notices under these Terms must be in writing and sent to support@passform.io (for notices to Passform) or to the email address associated with your account (for notices to you). Notices are deemed received on the next business day after sending.
17. Contact
For questions about these Terms, please contact us at:
Passform (My Shout Limited)
Email: hello@passform.io
