Data Migration Agreement

This Agreement is between Adviser CRM, NZBN 9429044102692 ("Adviser CRM", "we", "us"), and the Client named below ("the Client", "you").

Purpose. This Agreement sets out how we will move your data from your existing system into Adviser CRM, what each party is responsible for, and what happens once you approve the migration. It forms part of your Adviser CRM subscription terms. If the two conflict on a migration matter, this Agreement prevails.

Definitions.

• Source System means the CRM, spreadsheet, database or other system your data is currently held in.
• Source Data means the data files or exports you supply to us for migration.
• Field Mapping means the plan showing which Source Data fields go into which Adviser CRM fields.
• Approved Person means the person named above, who is authorised to approve the migration on your behalf.
• Sample Migration means a test import of a selection of records into your Adviser CRM account so you can check the result.
• Sample Approval means the Approved Person's acceptance of the Sample Migration by email.
• Full Migration means the import of all Source Data into your live Adviser CRM account, carried out after Sample Approval.
• Re-migration means repeating the Full Migration after it has been completed.
• Client Work means anything you or your users create, enter, edit or delete in Adviser CRM after the Full Migration, including new records, notes, tasks, documents, emails, workflows, reports and changes to migrated records.

We will not begin any migration work until all three conditions below are met.

1. Active subscription. You have an active Adviser CRM subscription, and you keep it active for the duration of the migration.
2. Correct number of licences. You hold enough Adviser CRM user licences for every user whose records need to be mapped. Records are assigned to users during migration; if a user does not have a licence, their records cannot be mapped to them correctly.
3. Fee paid in advance. The migration fee in section 9 has been paid in full.

We migrate your data as you supply it. A data migration moves data from one place to another. It is not a data cleansing, correction or restructuring service.

Accepted file formats. Data in any other format must be converted by you before you supply it.

What we will do:

1. Review your Source Data and prepare a Field Mapping with you.
2. Carry out a Sample Migration for you to check.
3. Carry out the Full Migration once we receive Sample Approval.
4. Use reasonable care and skill, and make our best efforts to complete the migration accurately and within the agreed timeframe.

What we will not do (unless agreed separately in writing and quoted as extra work):

• Clean, correct, de-duplicate, merge, reformat or complete your data.
• Fix spelling, capitalisation, dates, phone numbers, addresses or other formatting.
• Check that your data is accurate, current, complete or compliant.
• Re-key or manually enter data that cannot be imported in the format supplied.
• Migrate data that is not included in the Source Data, or that your Source System cannot export.
• Recreate workflows, automations, templates, reports or customisations from your Source System.

Data quality. If your Source Data contains errors, duplicates, gaps or inconsistencies, those will appear in Adviser CRM exactly as they appear in the Source Data. We may point out problems we notice, but we are not obliged to look for them, and noticing some does not mean there are no others.

Unsupported data. Some data may not map cleanly to Adviser CRM (for example, custom fields with no equivalent, or attachments in unsupported formats). We will agree with you in the Field Mapping how this is handled, typically by importing it into a notes field or excluding it.

You are responsible for the content and quality of your data. In particular, you will:

1. Supply complete Source Data in an accepted file format by the agreed date.
2. Clean and correct your data before you supply it, if you want it to arrive clean.
3. Confirm you have the right to give us the Source Data, including any personal information about your clients, and that doing so complies with the Privacy Act 2020 and your own privacy obligations.
4. Review and agree the Field Mapping.
5. Make sure the Approved Person is available to review the Sample Migration within the agreed timeframe.
6. Keep your own complete copy of the Source Data, and keep your Source System available until you are satisfied with the Full Migration. We are not a backup of your old system.
7. Tell us promptly about any changes to the Source Data after you supply it. Data entered into your Source System after the export date will not be migrated unless a further export is agreed, which may incur a fee.

The Sample Migration is your opportunity to check the result before everything is moved. Please take it seriously. It is the last point at which changes can be made without consequence.

1. We will import a representative sample of client records, with their related policies, investments, mortgages and other data, into your Adviser CRM account.
2. We will agree a review window with you. Our migrations run on a tight timeframe, so the Approved Person must review the sample promptly and tell us of any mapping issues by email.
3. We will correct mapping issues (data landing in the wrong field) and re-run the sample where needed. Issues with the data itself are yours to fix in the Source Data (see sections 3 and 7).
4. When you are satisfied, the Approved Person gives Sample Approval by email to us. Approval from anyone other than the Approved Person will not be accepted.
5. The Full Migration will not start until we receive Sample Approval. Delays in approval may delay your migration.

By giving Sample Approval, you confirm and agree that:

1. You have reviewed the Sample Migration and are satisfied with the Field Mapping.
2. You authorise us to import all Source Data into your live Adviser CRM account using that Field Mapping.
3. The Full Migration will reproduce the same mapping across every record. Any issue present in the approved sample, or in the Source Data generally, will be present in the full data set.
4. The Full Migration cannot be reversed, rolled back or partially undone. Imported records cannot be selectively removed or re-imported.
5. Your acceptance is permanent. Sample Approval is your acceptance of the Full Migration, and the migration service is complete once the Full Migration has run.
6. Any problems found after the Full Migration that arise from the Source Data are yours to correct within Adviser CRM, at your cost.

Our one exception. If, after the Full Migration, we find that we did not follow the approved Field Mapping, we will fix that error at no charge. Please tell us within 10 business days of completion.

If any imported data does not look right, you must first check the same record in your Source Data before reporting it to us.

A migration is often the first time a business's data is looked at closely, and problems that have existed for years in the old system become visible. In our experience, most reported issues turn out to be in the Source Data, not in the migration.

To report an issue, the Approved Person must email us with:

1. The specific record(s) affected in Adviser CRM.
2. Confirmation that you have checked the same record(s) in your Source Data.
3. Evidence that the Source Data was correct, for example a screenshot or the relevant row from the file you supplied.

We will investigate issues reported in this way. If the issue is in the Source Data, it is your responsibility to correct it in Adviser CRM. Any help you ask us to give in correcting Source Data issues is extra work and will be quoted in advance.

Because migrated data is woven through your account, it cannot be replaced piece by piece. A Re-migration permanently deletes:

How a Re-migration works:

1. The Approved Person requests it by email.
2. The Approved Person confirms by email that you understand all data in your Adviser CRM account will be permanently deleted, including all migrated data and all Client Work entered since the Full Migration.
3. We delete all data in your account. Deleted data cannot be recovered.
4. You supply corrected Source Data, and we repeat the process from the Field Mapping and Sample Migration stages.

One Re-migration is included. We will carry out one Re-migration at no additional charge, if requested within 30 days of the Full Migration.

Any further Re-migration is a new migration. A second or later Re-migration, or one requested more than 30 days after the Full Migration, is treated as a new migration. The migration fee in section 9 (or as quoted at the time) is payable in advance before work begins.

Before requesting a Re-migration, we strongly recommend you export any Client Work you want to keep. Re-entering it afterwards is your responsibility.

Migration fee. The migration fee is $750 + GST, payable in full in advance. No migration work will begin until payment is received. Extra work outside section 3 (such as data cleansing or additional exports) is quoted in advance and also payable before that work begins.

Liability. To the extent permitted by law:

• We are not liable for any loss arising from the content, accuracy or completeness of the Source Data, or from any issue present in an approved Sample Migration.
• We are not liable for loss of Client Work caused by a Re-migration you request.
• Our total liability under this Agreement is limited to the migration fee paid.
• We are not liable for indirect or consequential loss, including lost revenue, lost clients or regulatory penalties.

In trade. You are acquiring these services in trade. The parties agree that the Consumer Guarantees Act 1993 does not apply, and that sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 do not apply, to the extent permitted by law. The parties agree it is fair and reasonable to be bound by this clause.

Privacy and data destruction. We will handle the Source Data in line with the Privacy Act 2020 and our Privacy Policy, and use it only to perform the migration. We will securely destroy all copies of your Source Data that we hold 30 days after the Full Migration is completed. After that date we cannot supply the Source Data back to you or use it for a Re-migration, so you must keep your own copy.

Regulatory obligations. You remain responsible for your record-keeping obligations under the Financial Markets Conduct Act 2013 and your licence conditions. Keep your Source System or a full export for as long as those obligations require.

General. This Agreement is governed by New Zealand law. It may be signed electronically and in counterparts.