1. About these terms
1.1 Lernoa Business is provided by Corvidae Limited, a company registered in New Zealand, of Auckland, New Zealand ("Lernoa", "we", "us", "our"). These terms are a contract between us and the organisation that uses Lernoa Business ("you", "your", "the customer").
1.2 You accept these terms when you tick the box or click to accept them on sign-up, create a workspace, start a trial, buy a licence or use the service, whichever happens first. The person who does that confirms they are at least 18, that they have authority to bind the organisation, and that the organisation accepts these terms. If they do not have that authority, they are personally bound by these terms instead.
1.3 Lernoa Business is for organisations, not for consumers. By accepting these terms you confirm that you acquire the service for the purposes of a business, and not for personal, domestic or household use.
1.4 The agreement between us is made up of, in this order of priority where they conflict: (a) an order form, quote or business agreement signed by both of us, (b) for the processing of personal information only, our Data Processing Addendum, or any data processing terms signed by both of us that replace it, (c) these terms, and (d) the policies these terms refer to, including our Privacy Policy, our sub-processor list and the descriptions on our pricing and security pages as they stand when you buy or renew. Where the standard contractual clauses in the Data Processing Addendum apply, they prevail over everything else about the personal data they cover, as Clause 5 of them says. A purchase order, supplier code or terms you send us do not apply, even if we accept the order or sign it, unless we expressly agree in a signed document that they replace these terms.
1.5 A person's own personal Lernoa account at lernoa.com is a separate product with its own account, its own terms and its own privacy policy. These terms do not apply to it, and nothing in a personal account is part of your workspace.
2. Words we use
- Service: Lernoa Business, including the app at app.business.lernoa.com, its features, the starter library and templates, and the emails and files it produces.
- Workspace: your organisation's space in the service, with its own people, settings, training and records.
- Your people: everyone you or your administrators invite to or add to your workspace, including employees, contractors, volunteers and external learners.
- Administrators: your people with the Owner or Admin role, or any role you give permission to manage people, training, settings, documents, records or billing.
- Your content: everything you or your people put into the service, including documents, pictures, videos, company details, the website address you give us, course text you write or approve, questions, answers, notes and feedback, and the training records the service creates for your workspace.
- AI output: anything the service produces with artificial intelligence, including course plans, chapters, quiz questions, focus sections, translations, narration, website summaries, brand suggestions and answers to Ask.
- Library content: the starter courses, templates, sample material and other content we provide in the service.
- Licence term: the 12 months of a licence, or a longer period stated in your order.
- Order: a checkout in the service, a quote you accept, or an order form, for a licence, a pack, a records plan or a service.
Headings are for convenience only. "Including" means "including without limitation". "Writing" includes email.
3. Accounts and sign-in
3.1 Each person who uses the service has their own Lernoa Business account. It is separate from any personal Lernoa account, even under the same email address. A person may sign in with an email address and password, or with Google or Microsoft.
3.2 A workspace may only be created with a work email address at the organisation's own domain. People who join through an invitation may use any address. You must give accurate information and keep it up to date.
3.3 Accounts are personal. A sign-in must not be shared, and one account must not be used by more than one person. You are responsible for keeping sign-ins secure, for removing people who should no longer have access, and for everything done through your workspace and your people's accounts, except where it is caused by our breach of these terms. Tell us at once if you suspect unauthorised access.
3.4 Every account can turn on two-step sign-in (an authenticator app or text-message codes); it is each person's choice, and we recommend it for everyone who helps run your workspace. Single sign-on through your own identity provider is not available yet. If your security requirements need it, do not rely on the service until it is.
4. Your workspace and your people
4.1 The person who creates a workspace becomes its Owner. Administrators decide who is a member, what role they have, which teams and locations exist and what each role may do. We may act on instructions from the Owner or any administrator as instructions from you, and we are not responsible for what your administrators do in the workspace.
4.2 If there is a dispute about who controls a workspace (for example, after the Owner leaves), we may ask for evidence we reasonably need, transfer the Owner role to a person authorised by the organisation, or restrict changes to the workspace until the dispute is resolved. We are not liable for acting in good faith on evidence that appears genuine.
4.3 You are responsible for your people's use of the service and for making sure they follow these terms. Your people use the service on your behalf; they are not parties to these terms and get no rights under them.
4.4 The service is designed for working adults. If you invite anyone under 18, you are responsible for any consent or other requirement the law places on you for that.
4.5 Our staff may open your workspace only to provide and support the service, to respond to your request, to investigate a security issue, abuse or a suspected breach of these terms, to manage your trial or licence, or where the law requires.
5. Trial
5.1 You can start a free trial yourself. It lasts 14 days, needs no card, and is limited to up to 25 people and 15 AI-written chapters. Records exported during a trial are marked "Trial". You can extend a trial once, by 14 days, from inside the app. One trial is allowed per organisation, and we may refuse or end a trial at our discretion, including where we reasonably believe it is used to evaluate a competing product.
5.2 A trial runs on the live service, so the documents and personal information you add are handled under these terms and our Privacy Policy. At the end of the trial you can buy a licence, or the workspace closes. Nothing is charged automatically. A closed trial workspace can still be signed into to export, and its content is deleted 30 days after the trial ends unless a licence is bought first.
5.3 A trial is provided "as is", without any service commitment, and our total liability for a trial is limited as set out in section 26.
6. The licence
6.1 Subject to these terms and payment of the fees, we grant you a non-exclusive, non-transferable licence for the licence term to use the service, and to let your people use it, for your organisation's own internal training and records.
6.2 A licence is for a number of people, counted as the people you assign training to. You choose the number at checkout and may go up to 10% over it without change. If the highest count in a quarter is above that room, we give you 14 days' notice showing who was counted, and then add everyone over the number you chose, at the same per-person rate, for the rest of the licence term, as extra monthly payments or one invoice. The number is never lowered during a licence term. Deactivating someone who has left stops them counting from the next count.
6.3 You may train your employees, contractors, volunteers and other people who work with or for your organisation. You must not resell, sublicense or rent the service, provide training to other organisations as a service, or let another organisation use your workspace, unless we agree in writing.
6.4 Features, limits or integrations described as "planned", or not yet released, are not part of the licence. We do not promise that they will be released, or when, and you should not buy a licence in reliance on them.
7. Fees, tax and payment
7.1 Fees are those shown at checkout or in your order, based on the pricing page, in the currency you choose there. If a price is shown in error, we may correct it before we accept the order; we accept an order when the payment or the order form is confirmed.
7.2 Fees exclude tax. You pay any GST, VAT, sales tax or similar tax that applies, which is added at checkout. A business in the United Kingdom, the European Union or the European Economic Area, or Switzerland, must give us a valid VAT number at checkout and accounts for VAT itself under the reverse charge, which our invoice to you says. You are responsible for the accuracy of the tax details you give us. If the law requires you to withhold tax from a payment, you increase the payment so that we receive the full amount we would have received without the withholding.
7.3 You pay either in 12 equal monthly payments or all at once for 11 of the 12 months. Paying monthly does not make the licence shorter: the fees for the whole licence term are committed when the licence starts, and paying monthly is an instalment arrangement for them. Payments are taken by Stripe. You authorise us and Stripe to charge your payment method for each instalment, for true-ups under section 6.2 and for anything else you order, and you must keep a valid payment method on file.
7.4 If a payment is missed and stays unpaid for 14 days, the workspace goes into a restricted state: your people can finish what was already assigned, and reminders, records and exports keep working, but nothing new can be published, assigned or drafted until the account is paid up. The fees remain payable. On amounts more than 30 days overdue we may charge interest at 1% a month, and the reasonable costs of collecting them. If you dispute a charge, tell us in writing within 30 days of it; raising a chargeback without first giving us a chance to resolve the issue is a breach of these terms.
7.5 We change prices at most once a year, by at most 7%, with 60 days' notice, and a licence term you have started never changes price. A new price applies from your next renewal.
7.6 Offers are subject to the conditions published with them when you buy. A founding customer price is kept for the period stated, only while the licence renews without a gap, and only for the workspace it was given to. The not-for-profit discount needs evidence of eligibility we may ask for, and we may charge the standard price from the next payment if a workspace is not eligible. Discounts and offers cannot be combined unless we say so.
7.7 Fees are not refundable, except: (a) where the law requires a refund; (b) when you cancel a renewed licence term within 14 days under section 8.3; (c) when we end the agreement under section 29.4 or 29.5, or you end it under section 24.4 or 30.3, when we refund fees you paid for the period after it ends; or (d) where your order says otherwise.
8. Renewal and cancelling
8.1 A licence renews for another 12 months at the end of each licence term unless you switch renewal off. You can switch it off at any time in the app or by telling us in writing before the renewal date. Switching renewal off ends the licence at the end of the current licence term; it does not end or reduce the fees committed for that term.
8.2 We email the workspace's billing contact and Owner 30 days and 7 days before a renewal with the number of people and the amount. A renewal is charged on the highest number of people in training at once in the last 90 days before it; someone deactivated more than 90 days before the renewal is not counted. A monthly licence renews automatically; a licence paid all at once may renew through a new checkout from the reminder email.
8.3 If a licence renews and you did not want it to, tell us in writing within 14 days of the renewal date and we will cancel the renewed term and refund what was charged for it.
9. AI allowance and chapter packs
9.1 Each licence year includes the number of AI-written chapters published on the pricing page for your number of people, and Ask allows 10 questions a person a month, pooled across the workspace. A chapter includes its narration, quiz questions and share of the final assessment. A chapter over about 1,500 words counts as two, an update counts only the chapters it changes, and a draft that fails never counts. Translations, focus sections and other AI drafting count as the pricing page or the app describes.
9.2 Reaching a limit pauses AI drafting or Ask only. Training you have published, its audio, reminders and records are never blocked. An unused allowance does not carry over to the next licence year and is not refunded.
9.3 You can buy a fixed-price pack of 100 more AI-written chapters. A pack remains available while your licence is active and ends with it, and is not refundable once bought.
9.4 We may set reasonable limits on how often AI and other features can be used (for example, how many uploads, reads of your website or requests an hour) to protect the service and other customers.
10. Guided setup and other services
10.1 A guided setup or other service is provided as described in your order, with reasonable care and skill, on the dates we agree. It must be used within 6 months of purchase, after which it lapses, and its fee is not refundable once the service has started.
10.2 When we help you build training, you remain responsible for its content and for approving it. We do not give legal, employment, health and safety, privacy or other professional advice, and nothing we say or provide is such advice.
11. Your content and your website
11.1 You own your content, including the training built from your documents and your records. You grant us a worldwide, non-exclusive, royalty-free licence, for as long as we hold your content, to host, copy, process, transmit, translate, narrate, display and adapt it, and to have our service providers do so, only as needed to provide, secure and support the service for you, to meet our legal obligations and to enforce these terms. We do not use your documents or your content to train AI models, and we do not sell it.
11.2 You confirm that you have all rights, permissions and notices needed to upload your content and to let us process it as these terms describe, and that doing so does not infringe anyone's intellectual property, confidentiality or privacy, or breach any law or contract. Do not upload content you are not allowed to share with us, and do not upload more personal or sensitive information than the training needs.
11.3 Pictures and videos uploaded to lessons are checked by their file type and size limits and are available only to signed-in members of your workspace. Videos you link from YouTube, Vimeo or another site are shown from that site under its own terms. You are responsible for the rights in every picture and video.
11.4 When you give us your organisation's website address, you ask and authorise us to read its publicly available pages (the home page and up to a few other pages of the same site), to make a summary for the AI that drafts your training, and to collect brand details such as your logo, colours and tagline. You confirm the website is your organisation's, or that you are allowed to use it this way. If the website appears to belong to another organisation, we hold the summary back until an administrator confirms it. Brand details we collect may be applied to your workspace's branding while it still uses our defaults; you can change or remove them at any time, and you are responsible for checking them.
11.5 You grant us a non-exclusive, royalty-free licence to use your name, logo, colours and tagline in your workspace, on certificates and on the emails the service sends for you, during the agreement.
11.6 We do not review your content before it is used, and we are not responsible for it. We may remove or disable content that we reasonably believe breaks these terms or the law, or that someone has validly complained about, and we will tell you when we can.
12. AI features and their output
12.1 The service uses artificial intelligence provided by third parties (listed on our sub-processors page) to plan and draft courses from your documents, a topic or a starter course, to adapt starter courses to your organisation, to write quiz questions, focus sections and drafts for changed documents, to translate training, to read your website, to narrate chapters with a computer-generated voice, where an administrator turns narration on, and to answer your people's questions through Ask. We choose and may change the models and providers we use. A new or replacement provider that handles personal information in your content is a sub-processor, and section 18.3(d) applies to it.
12.2 AI output can be wrong, incomplete, out of date, biased or inconsistent with your documents, even when it carries page references, and similar requests can produce different output. Translations and narration may contain errors or mispronunciations. Ask answers come from the training text and are not advice.
12.3 Nothing the AI writes reaches your people until an administrator has reviewed and published it. You are responsible for that review: for checking AI output against your sources, for deciding whether it is accurate, lawful, suitable and complete, and for everything you publish. Once you publish it, AI output is your content, and as between us it belongs to you, but we do not promise that it is original or that no one else has rights in similar output.
12.4 Do not rely on AI output, or on training built with it, for any purpose where an error could cause death, personal injury, serious harm or significant loss (for example, safety-critical, medical, aviation or hazardous-substance procedures) unless a suitably qualified person has independently verified it.
12.5 You must not use AI features to produce content that is unlawful, deceptive, discriminatory or harmful, to identify or profile a person, or to try to get the service to reveal its instructions, another customer's information or anything it is designed not to reveal.
13. Assessments, sign-offs and certificates
13.1 You decide what training is assigned, to whom, by when, the pass marks, the questions, the wording of every acknowledgement and certificate, how long certificates are valid and who signs them. Published versions are kept as they were, and records keep the version a person completed.
13.2 When a person acknowledges a policy or signs off a task, the service records their typed or drawn signature, the wording, the time and the network address it came from. Whether that record is a valid signature, consent or acknowledgement for a particular legal purpose depends on your law and your requirements, and is your decision. We do not promise that it meets any legal or evidential standard.
13.3 Each certificate carries a verification link. Anyone who has the link can see that the certificate is valid, expired or revoked, the holder's name, the training and the dates. You are responsible for telling your people about this, and you can revoke a certificate.
13.4 The service helps you train people and keep records that they did so. It does not make you, or your people, compliant with any law, standard, licence condition or contract, it is not legal or professional advice, and it does not replace supervision, practical instruction or competence checks. Duties you have to keep people safe, to consult them and to train them properly, under health and safety, employment, privacy and other laws, remain yours.
14. Personal focus and learner information
14.1 Personal focus is a setting of your workspace, and an administrator can turn it on or off at any time. It is off by default for workspaces in the United Kingdom, the European Union and the European Economic Area, and Switzerland, and on by default elsewhere. When it is on, the service works out each person's strengths and focus areas from their final assessment answers only, shows them to that person and to people with permission to see scores, and adds a reviewed practice section on a focus topic to their next course. Who receives a section is a fixed rule, not an AI decision, and no name or result is sent to the AI.
14.2 Focus areas, scores, wrong answers and feedback are learning aids. They are not a measurement of a person's performance, ability or conduct. You are solely responsible for any decision you make about a person using information from the service, including any employment, disciplinary, pay or promotion decision, and you must not make such a decision on that information alone.
14.3 A person's notes, highlights, Ask history, practice-quiz answers, reading position and study time are kept private from administrators, as our Privacy Policy describes. You agree not to require your people to disclose them, except where the law requires.
14.4 Turning personal focus off deletes the strengths and focus areas already recorded for your people, and none are recorded while it is off. Whether to turn it on is your decision as controller: you are responsible for telling your people, for any consultation with them or their representatives that the law requires, and for any impact assessment (see section 18.2 and our UK and EU page).
15. Starter courses and templates
15.1 We own the library content. During the agreement you may use, copy and adapt it inside the service for your internal training, and keep copies of it in records and exports you made. You may not publish, sell or share library content outside your organisation, or use it after the agreement ends except in those records and exports.
15.2 Starter courses are starting points, not finished training. Courses that refer to a country's laws (for example, health and safety or privacy) are general information as at the date they were written, and laws change. You must check and adapt them to your organisation, your industry and the current law before you publish them.
16. Messages to your people
16.1 You ask us to send, on your behalf, the emails and notifications your settings call for, including invitations, assignments, reminders, overdue escalations to managers, scheduled reports and records notices, and you confirm you are allowed to contact your people this way. These are service messages; you must not use the service to send marketing.
16.2 Email and notifications can be delayed, filtered or lost, and we do not promise that any message is delivered or read. Do not rely on the service alone to give a notice the law requires you to give.
16.3 We send you, as the customer, messages about your trial, licence, billing, security and changes to the service or these terms, and you agree to receive invoices and notices electronically.
17. Acceptable use
You and your people must not:
- use the service in breach of any law, or upload content that is unlawful, defamatory, obscene, infringing, or that contains malware;
- upload payment card details, government identification numbers, health information or other sensitive information unless the training genuinely needs it and you are allowed to;
- try to access another workspace or account, probe, scan or test the service's security, or get around its limits, counting of people, allowance or access controls;
- overload the service, use automated means to access it except through features we provide, or scrape or copy it;
- copy, modify, decompile or reverse engineer the service, except where the law allows despite this restriction;
- use the service, or information from it, to build or train a competing product or AI model, or benchmark it for publication without our consent;
- share sign-ins, or use one person's account or record for more than one person;
- use the service in, or for anyone in, a country or for a person subject to sanctions that apply to you or to us.
The service is not offered in every country. We may refuse, restrict or end access from countries where we do not offer it.
18. Privacy and data processing
18.1 Our Privacy Policy explains how we handle personal information. For personal information in your content (for example, your people's names, email addresses, answers, scores and sign-offs), you decide why and how it is processed, and we process it on your behalf as your service provider. For the contact and billing details of your administrators, and for information about how our service is used, we are responsible ourselves.
18.2 You are responsible for having a lawful basis to put your people's personal information into the service, for telling them how it is used (including that their employer sees their training status, scores, sign-offs and, if you turn personal focus on, focus areas), for any consultation with them or their representatives that the law requires, and for answering their requests about the records you hold. We will help you respond, within reason.
18.3 Our Data Processing Addendum (the "DPA") forms part of this agreement and governs how we process personal information on your behalf. It applies automatically: you do not need to sign it, and we will send a countersigned copy if you ask. In summary, we: (a) process it only to provide the service under these terms and your documented instructions, which are these terms, the DPA and your use of the service's settings, unless the law requires otherwise; (b) make sure our staff with access are bound by confidentiality; (c) protect it with the measures in section 19 and Annex II of the DPA; (d) use the sub-processors listed on our sub-processors page, which you authorise generally, give you at least 30 days' notice by email to the workspace Owner before we add or replace one, let you object and, if we cannot resolve it, end the affected licence with a refund of the fees you paid in advance for the period after it ends, and hold them to equivalent data protection obligations; (e) tell you without undue delay, and within 48 hours of becoming aware, of a breach of security affecting it, with the information we reasonably can; (f) help you, within reason and at your cost where the effort is significant, to respond to requests from your people and regulators and with impact assessments; (g) delete it when the agreement ends, as section 20 describes, unless the law requires us to keep it; and (h) give you the information reasonably needed to show we meet these obligations, through written answers to your questions and security questionnaires, and allow an audit where the DPA says we do. If this summary and the DPA differ, the DPA prevails.
18.4 Your content is stored in Auckland, New Zealand. Some processing happens elsewhere, as listed on our sub-processors page, and you authorise those transfers. For personal information that is subject to the UK or EU General Data Protection Regulation or the Swiss Federal Act on Data Protection, transfers to us in New Zealand rely on New Zealand's adequacy status, and onward transfers rely on the safeguards on the sub-processors page. The DPA also incorporates the EU Standard Contractual Clauses and the UK Addendum, which apply if that adequacy status stops covering a transfer. You remain responsible for any assessment the law requires of you before you put personal information into the service.
18.5 We may collect information about how the service is used and performs, and create aggregated statistics that do not identify you or any person, and use them to run, secure and improve the service.
19. Security
19.1 We use reasonable technical and organisational measures to protect your content, including encryption in transit, access controls by role, optional two-step sign-in, an audit log of administrators' changes, downloads and sign-ins, daily backups of the database and limiting our staff's access. The Security page and Annex II of the DPA describe them. No system is completely secure, and we do not promise that your content will never be accessed without authorisation.
19.2 You are responsible for security on your side: your devices, your people's sign-ins and email accounts, the roles you give, removing access when people leave, and exporting and keeping your own copies of records you are required to keep.
20. Records, exports and deletion
20.1 Training records belong to your workspace and stay when a person leaves. Administrators can export them as CSV files or per-person PDFs at any time while the workspace is open, including while it is restricted.
20.2 When a licence ends, your records stay read-only and exportable for 12 months. We email your administrators 30, 7 and 1 days before anything is deleted. A records plan, if you buy one, keeps certificates, acknowledgements and exports available for its term, with no new assignments or AI. You may ask us to delete your workspace sooner.
20.3 After those periods your workspace is deleted automatically: we delete your content from the live service, and the uploaded files with it. The database is backed up once a day and each backup is kept for 14 days, so what we delete is gone from the backups within about 15 days; we do not use the backups in the meantime except to restore the service. Uploaded files are stored separately, are not part of the database backups and are deleted with the workspace. We may keep information we must keep by law, invoices and billing records, and records needed to resolve a dispute or enforce these terms.
20.4 The service is not an archive of legal record. If the law, a regulator or a contract requires you to keep training records for a period, it is your responsibility to export and keep them, and we are not responsible for keeping them beyond the periods in this section.
20.5 An administrator can erase one person's personal data from your workspace at any time ("Erase personal data"). When they do, the person's name is replaced with a placeholder, and their contact details, notes, highlights, focus areas, questions, the text, images and IP addresses of their signatures, and their certificates are deleted. Anonymous completion figures stay, so the workspace's counts still add up. Erasure cannot be undone in the service. It is your decision as controller, and you are responsible for checking that no duty to keep the records applies (section 20.4). Lernoa staff can also delete an enquiry or a Business account on request.
21. Confidentiality
21.1 Each of us will keep the other's confidential information confidential, use it only for this agreement, and share it only with staff, advisers and service providers who need it and are bound to keep it confidential. Your content is your confidential information. Our non-public prices, quotes, security information and anything about the service that is not public are ours.
21.2 This does not apply to information that is or becomes public through no fault of the receiver, that the receiver already had or developed independently, or that it received lawfully from someone else. Either of us may disclose confidential information where the law, a court or a regulator requires, giving the other notice where allowed.
22. Our intellectual property
22.1 We and our licensors own the service, the software, its design, the library content, our prompts and AI instructions, our brand and everything we create in providing it, other than your content. These terms give you only the rights they expressly state.
22.2 If you or your people give us suggestions or feedback about the service, we may use them freely, without payment or attribution. This does not give us rights in your content.
22.3 We may name your organisation as a customer, with its logo, on our website and in sales material. Tell us in writing if you do not want this, and we will stop within 30 days.
23. Third-party services
The service relies on, and links to, services provided by others, including Amazon Web Services, Stripe, Cloudflare, Google and Microsoft sign-in, and video sites you link to. We are not responsible for services we do not control, and your use of a third-party service you choose (such as signing in with Google or Microsoft, or embedding a video) is also subject to that provider's terms. If a provider changes or withdraws a service we rely on, we may change the affected feature under section 24.
24. Availability, support and changes
24.1 We work to keep the service available and to fix problems promptly, but it is provided without any guaranteed uptime or response time, and it may be interrupted for maintenance, updates, security or reasons beyond our control. Service levels apply only if they are set out in an order signed by both of us.
24.2 Support is by email to [email protected]. We aim to reply within one working day (New Zealand time), but this is a target, not a promise.
24.3 We improve the service continuously and may add, change or remove features, limits, models and providers, and change how the service looks or works, at any time.
24.4 If we remove a feature or reduce a limit in a way that materially reduces the service you paid for during a licence term, we will tell you at least 30 days before it applies, unless we must act sooner for legal, security or provider reasons. You may then end the licence by telling us in writing within 30 days of our notice, and we will refund fees you paid for the period after it ends, and end any remaining instalments.
25. Warranties and disclaimers
25.1 Each of us confirms that it has the power to enter into this agreement. We will provide the service with reasonable care and skill, in all material respects as described in the app and on our website when you buy or renew.
25.2 Except as these terms expressly say, and to the extent the law allows, the service, the AI output and the library content are provided "as is" and "as available", and we exclude all other warranties, conditions, guarantees and terms, whether express or implied by law, custom or otherwise, including about merchantability, acceptable quality, fitness for a particular purpose, accuracy, completeness, results and non-infringement. We do not promise that the service will be uninterrupted, error free or secure, that it will meet your requirements, or that training built with it will be effective or will satisfy any law or regulator.
25.3 You agree that you have not relied on any statement, promise or representation that is not set out in these terms or an order, including demonstrations, examples, the worked example, marketing material or planned features, in entering into this agreement. Nothing in this section excludes liability for fraud.
26. Liability
26.1 We are both in trade. If you are in New Zealand, or the law of New Zealand otherwise applies, we agree that the Consumer Guarantees Act 1993 does not apply to the service, and that sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 do not apply to this agreement, to the extent section 43(2A) of the Consumer Guarantees Act and section 5D of the Fair Trading Act allow, and that this is fair and reasonable.
26.2 If the Australian Consumer Law applies and gives you a guarantee that cannot be excluded, our liability for failing to meet it is limited, where the law allows, to supplying the services again or paying the cost of having them supplied again.
26.3 To the extent the law allows, we are not liable to you, in contract, tort (including negligence), equity, under statute or otherwise, for: (a) loss of profit, revenue, business, contracts, goodwill or anticipated savings; (b) loss or corruption of data, beyond restoring it from our most recent available backup; (c) fines, penalties, compensation or other amounts you must pay to a regulator, your people or anyone else because of your training, your records or your compliance with any law; (d) loss arising from AI output, library content or other content that you published or relied on; (e) loss caused by your people, your content, your breach of these terms or a third-party service; or (f) any indirect, special or consequential loss, whether or not it was foreseeable.
26.4 To the extent the law allows, our total liability for everything connected with the service and this agreement, however arising, is limited to the fees you paid us for the service in the 12 months before the event that gave rise to the claim. For a trial, or if you have paid us nothing, it is limited to NZ$100. We are not liable for any claim unless you tell us about it in writing within 12 months after you became aware, or should reasonably have become aware, of it.
26.5 Our liability is reduced to the extent that you, your people or a third party caused or contributed to the loss, or that you could have avoided it by following these terms or by exporting your records.
26.6 Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud, or any other liability that cannot lawfully be limited or excluded, or your obligation to pay fees.
27. Your indemnity
You indemnify us and our officers, staff and contractors against any claim, loss, liability, fine, cost and expense (including reasonable legal costs) arising from: (a) your content, including a claim that it infringes someone's rights or breaches a law; (b) a claim by any of your people or a regulator about your training, records, decisions or handling of personal information; (c) your or your people's breach of these terms or of the law; or (d) your use of AI output or training built with the service. We will tell you promptly of a claim and let you take part in defending it, at your cost.
28. Suspension
We may suspend or restrict all or part of a workspace or an account, immediately and without liability, if we reasonably believe: (a) it puts the service, us, other customers or anyone else at risk, including a security risk; (b) it breaks section 17 or the law; (c) a payment is overdue as set out in section 7.4; or (d) we must do so by law or because a provider requires it. We will tell you why as soon as we reasonably can and lift the suspension once the reason has been resolved. Fees remain payable while a workspace is suspended because of you.
29. Ending the agreement
29.1 The agreement continues while you have a trial, a licence, a records plan or records kept under section 20.
29.2 Either of us may end the agreement by written notice if the other commits a serious breach that cannot be remedied, or does not remedy a breach within 14 days of notice describing it, or if the other becomes insolvent, goes into liquidation, receivership, administration or voluntary administration, makes an arrangement with its creditors, or stops carrying on business.
29.3 If we end the agreement because of your breach or insolvency, all fees for the rest of the licence term become due at once.
29.4 We may end the agreement by giving you at least 90 days' written notice, for example if we stop offering the service.
29.5 We may end the agreement immediately by notice if we cannot lawfully continue to provide the service to you, or cannot do so because of a reason beyond our reasonable control that has lasted more than 60 days.
29.6 When the agreement ends, access to the service ends, except the read-only access to your records described in section 20, and the licences you granted us continue only as long as we hold your content. Sections that by their nature should survive do so, including sections 7 (for amounts owed), 11.1, 12.3, 13.4, 14.2, 15.1, 20 to 22 and 25 to 31.
30. Changes to these terms
30.1 We may change these terms. We will publish the new terms on this page with a new effective date and, if a change matters, email your Owner and billing contact at least 30 days before it applies to you.
30.2 A change applies to a licence term you have already started only if it does not materially disadvantage you, or if it is needed to meet the law, a regulator's requirement, a security issue or a change by a provider we rely on. Otherwise it applies from your next renewal, and you can avoid it by switching renewal off.
30.3 If a change that applies during a licence term materially disadvantages you, you may end the licence by telling us in writing before the change applies, and we will refund fees you paid for the period after it ends, and end any remaining instalments. Continuing to use the service after a change applies is acceptance of it.
30.4 A change that only adds to your protections or rights, such as the Data Processing Addendum published with version business-1.2 of these terms, applies from its effective date, including to a licence term already started.
31. General
31.1 Neither of us is liable for failing to perform an obligation (other than to pay) because of something beyond its reasonable control, including outages or failures of cloud, AI, payment, email or internet providers, cyber attacks we could not reasonably prevent, natural disasters, pandemics, war, government action and industrial action.
31.2 You may not assign or transfer the agreement without our written consent. We may assign or transfer it to a related company, or to a buyer of all or part of our business, by notice to you.
31.3 Notices to you may be given by email to the workspace's Owner or billing contact or through the app; notices to us must be emailed to [email protected]. An email is received when it reaches the recipient's server, unless the sender receives a delivery failure.
31.4 These terms and any order are the entire agreement between us about the service and replace anything discussed or agreed before. If a part of these terms is unenforceable, it is changed to the minimum extent needed to make it enforceable, or removed, and the rest continues. A failure or delay in enforcing a right is not a waiver of it. Nothing creates a partnership, joint venture, employment or agency between us. No one else has rights under these terms, including under Part 2, subpart 1 of the Contract and Commercial Law Act 2017, except the people protected by section 27.
31.5 If we disagree, each of us will first try in good faith to resolve the dispute by discussion between senior people for at least 20 working days, before starting court proceedings, except to seek urgent relief.
31.6 These terms are governed by New Zealand law, and the courts of New Zealand have exclusive jurisdiction, except that we may seek urgent relief, or recover unpaid fees, in any court where you are. The English version of these terms prevails over any translation, including the app in another language.
31.7 This is version business-1.2 of these terms, effective 16 October 2026. Questions: [email protected], Corvidae Limited, Auckland, New Zealand.