This Service Agreement ("Agreement") is between:
Together, the parties agree as follows:
2.1 This Agreement commences when you first access or use the Services and continues until terminated in accordance with clause 14.2.
2.2 By using the Services, you acknowledge that you have read and agree to be bound by the terms of this Agreement.
3.1 Numio will provide you with access to its platform, AI tools, analytics, and related services ("Services") as described on our website or as otherwise agreed in writing.
3.2 We may modify, enhance, or discontinue parts of the Services from time to time.
3.3 We do not provide legal, financial, or professional advice as part of the Services.
You agree to:
4.1 Provide accurate, complete, and up-to-date information to Numio.
4.2 Use the Services only for lawful purposes and not for any activity that may harm Numio or other users.
4.3 Keep your account details, passwords, and access credentials secure.
4.4 Comply with all applicable laws and any policies issued by Numio.
5.1 You must pay all applicable fees for the Services in accordance with our pricing published on our website or otherwise agreed in writing.
5.2 Fees are payable in New Zealand dollars and are exclusive of GST unless stated otherwise.
5.3 We may adjust our pricing from time to time. We will give you at least 30 days' notice of any change.
5.4 If you fail to pay on time, we may suspend your access to the Services until payment is received.
6.1 Numio will handle your personal information in accordance with our Privacy Statement.
6.2 You retain ownership of all data you provide to us ("Client Data"). You grant Numio a non-exclusive licence to use Client Data solely as necessary to deliver the Services.
6.3 We may use subcontractors and service providers to process or store data, provided they comply with equivalent privacy and confidentiality obligations.
6.4 You are responsible for ensuring that you have the necessary rights and consents to provide Client Data to Numio.
7.1 We will take reasonable technical and organisational measures to protect Client Data against loss, misuse, and unauthorised access.
7.2 You are responsible for maintaining appropriate security on your own systems and devices when accessing the Services.
8.1 All intellectual property rights in the Services, software, and related materials are owned by or licensed to Numio.
8.2 Except as expressly stated in this Agreement, no rights are granted to you in respect of Numio's intellectual property.
9.1 Each party must keep the other party's confidential information secure and not disclose it to any third party except as required to perform this Agreement or by law.
9.2 This obligation continues after termination of the Agreement.
10.1 Numio will use reasonable efforts to ensure the Services are available.
10.2 We do not guarantee uninterrupted or error-free access and may suspend Services temporarily for maintenance, upgrades, or circumstances beyond our control.
11.1 To the maximum extent permitted by law, the Services are provided "as is" without warranties of any kind.
11.2 Numio does not warrant that the Services will meet your requirements or operate without interruption or error.
To the fullest extent permitted by law:
Numio will not be liable for indirect, consequential, or special losses;
Numio's total liability in any 12-month period is limited to the total fees you paid to Numio during that period;
Nothing in this Agreement excludes or limits rights you may have under the Consumer Guarantees Act 1993 or other non-excludable laws.
You indemnify Numio against all claims, damages, costs, and liabilities arising from your breach of this Agreement or misuse of the Services.
14.1 Either party may terminate this Agreement by giving 30 days' written notice.
14.2 Numio may suspend or terminate your access immediately if you:
(a) breach this Agreement;
(b) fail to pay fees when due; or
(c) misuse the Services.
14.3 On termination, you must immediately stop using the Services and pay any outstanding fees, which may include up to 6 months of your planned subscription charges if you have cancelled less than 6 months after creating your account.
15.1 This Agreement is governed by New Zealand law.
15.2 If a dispute arises, both parties will first attempt to resolve it in good faith through negotiation. If not resolved, either party may refer the matter to mediation before commencing court proceedings.
16.1 This Agreement constitutes the entire agreement between the parties.
16.2 If any part of this Agreement is invalid, the rest remains enforceable.
16.3 Numio may amend this Agreement from time to time by publishing the updated version on its website. Continued use of the Services constitutes acceptance of any amendments.
16.4 Neither party is liable for failure to perform obligations caused by events beyond its reasonable control.
