Terms of Use & Licence Agreement

1 Definitions

Customer Data means the data, content and files you and your users submit to or generate in the Services. Workspace means the isolated tenant environment provisioned for your organisation. Users means the people you authorise to access your Workspace. Plan means the subscription tier you select (Core, Growth, Pro, Pro+ or Enterprise). AI Features means functionality powered by third party large language models, including the Alex agent.

2 Licence and access

Subject to these Terms and payment of any applicable fees, Abilix grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services for your internal business operations during your subscription. The Services are licensed, not sold. We reserve all rights not expressly granted. You may not copy, resell, sublicense, rent, or provide the Services to third parties as a service bureau, except for your own customers using features intended for that purpose.

3 Accounts and users

You are responsible for the accuracy of your registration details, for configuring user roles and permissions, and for all activity under your Workspace. You must keep credentials secure and notify us promptly of any unauthorised access. You are responsible for your users' compliance with these Terms. The account owner controls the Workspace, including who has access.

4 Plans, fees and billing

• Fees. Paid Plans are billed in advance on a monthly or annual basis at the prices shown at sign up or in your order. Annual billing is offered at a discount (pay ten, get twelve).
• Usage based AI. On the Growth Plan, certain AI actions are metered and billed by usage above the included allowance, at the rates shown in the platform.
• Taxes. Prices are in New Zealand dollars and exclude GST and other taxes unless stated. You are responsible for applicable taxes.
• Renewal. Subscriptions renew automatically for the same period unless cancelled before the renewal date. You can cancel at any time, effective at the end of the current period.
• Changes and upgrades. You can upgrade at any time, with charges prorated where applicable. Downgrades take effect at the next renewal and may reduce limits and features.
• Late or failed payment. If a payment fails, we may suspend paid features until the amount is settled.
• Refunds. Except where required by law, fees already paid are non-refundable. This does not limit your rights under the New Zealand Consumer Guarantees Act where it applies.

5 Free plan and trials

The Core Plan is offered free of charge and may have limits on users, conversations, AI usage and features. We may change the scope of the free Plan over time. Free and trial access is provided on an as is basis, and we may modify or discontinue free offerings with reasonable notice. Founding member discounts, where offered, apply on the terms stated at the time of the offer.

6 Acceptable use

You agree not to:

• Use the Services unlawfully or to store or transmit unlawful, infringing or harmful content.
• Attempt to gain unauthorised access to the Services, other workspaces, or underlying systems.
• Reverse engineer, decompile or attempt to extract source code, except as permitted by law.
• Interfere with or disrupt the integrity or performance of the Services, including probing, scanning or overloading.
• Use the Services to build a competing product, or to benchmark without our written consent.
• Resell or expose the Services or AI Features to third parties outside the features intended for your customers.
• Send messages through connected channels in breach of the rules of those channels or of anti spam law.

We may investigate and act on suspected breaches, including suspending access.

7 Your data and ownership

As between you and Abilix, you own your Customer Data. You grant us a worldwide, non-exclusive licence to host, process, transmit, display and back up Customer Data solely to provide and support the Services, to secure them, and to comply with the law. You are responsible for the accuracy and legality of your Customer Data and for having the rights and consents needed to put it into the Services.

Storage model

xM-Flow is designed as a bridge. Where your setup uses the local storage model, original files remain on your own network or server, and the platform stores references, thumbnails and metadata. You are responsible for the security, backup and availability of files held on your own infrastructure.

Export and deletion

You can export your Customer Data while your subscription is active. After termination, we will make Customer Data available for export for a limited period before deletion, as described in our Privacy Policy.

8 AI features

The Services include AI Features, including the Alex agent, powered by third party models. AI output is generated automatically, may be inaccurate or incomplete, and must not be treated as professional, legal, financial or engineering advice. You are responsible for reviewing AI output before relying on it or acting on it, particularly for irreversible or high impact actions. Alex acts within the permissions of the signed in user and only takes actions that user is authorised to take.

9 Third party services

The Services integrate with third party tools you choose to connect, such as payment, messaging and AI providers. Your use of those tools is governed by their own terms, and Abilix is not responsible for third party services. If a third party service changes or becomes unavailable, related features may be affected.

10 Our intellectual property

Abilix and its licensors own all rights in the Services, including the software, platform, xM-Flow and xM-Slab brands, designs, and all related intellectual property. Feedback you provide may be used by us without restriction or obligation. Nothing in these Terms transfers ownership of the Services to you.

11 Availability and support

We work to keep the Services available and reliable, but access is provided on an as available basis. We may carry out maintenance, and we may need occasional downtime. We provide support through the channels listed for your Plan. Unless a separate written service level agreement is in place, no specific uptime is guaranteed.

12 Warranties and disclaimers

To the maximum extent permitted by law, the Services are provided "as is" and "as available", without warranties of any kind, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. We do not warrant that the Services will be uninterrupted, error free, or that AI output will be accurate. Where you deal with us as a consumer and the New Zealand Consumer Guarantees Act applies, nothing in these Terms limits rights that cannot lawfully be excluded.

13 Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, data, goodwill or business, arising out of or relating to the Services. Abilix's total aggregate liability for all claims relating to the Services in any twelve month period will not exceed the greater of the fees you paid to us for the Services in that period, or NZD one hundred dollars. These limits apply to the fullest extent permitted by law and do not exclude liability that cannot lawfully be excluded.

14 Indemnity

You will defend and indemnify Abilix against claims, losses and costs arising from your Customer Data, your use of the Services in breach of these Terms or the law, or your infringement of a third party's rights.

15 Term, suspension and termination

These Terms apply while you use the Services. Either party may terminate a subscription at the end of the current billing period. We may suspend or terminate access immediately if you breach these Terms, fail to pay, or use the Services in a way that risks harm to the Services, other customers or third parties. On termination, your right to use the Services ends, and the data provisions in section 7 apply. Provisions that by their nature should survive termination will survive, including sections 7, 10, 12, 13, 14, 17 and 18.

16 Changes to the Services and Terms

We may improve, change or discontinue features. We may also update these Terms. When changes are material, we will update the date above and, where appropriate, notify you in the platform or by email. Continuing to use the Services after changes take effect means you accept the updated Terms. If you do not agree, you should stop using the Services and may cancel.

17 Governing law and disputes

These Terms are governed by the laws of New Zealand. The courts of New Zealand have non-exclusive jurisdiction over any dispute. Before starting formal proceedings, the parties will try in good faith to resolve any dispute by discussion. Nothing prevents either party from seeking urgent interim relief.

18 General

• Entire agreement. These Terms, with the Privacy Policy and any order or written agreement, are the entire agreement between us and replace prior discussions.
• Assignment. You may not assign these Terms without our consent. We may assign them to an affiliate or in connection with a merger or sale.
• Severability. If any provision is unenforceable, the rest remains in effect.
• No waiver. A failure to enforce a provision is not a waiver of it.
• Force majeure. Neither party is liable for delays caused by events beyond reasonable control.
• Notices. We may give notice through the platform or by email to your account address.

19 Contact

Questions about these Terms can be sent to hello@abilixdigital.com. Abilix Digital is based in Rolleston, Canterbury, New Zealand.