Terms of Service - Illuminai limited

Introduction

Welcome to illuminai limited. These Terms of Service (Terms) govern your access to and use of our website, products and services. By using our services you agree to be bound by these Terms. If you do not accept these Terms, please do not use our services.

Effective date: 20 October 2025

1. Definitions

• We, us, our: illuminai limited.
• You, your, user: any person or entity who accesses or uses our services.
• Services: the products, features, software, content, tools and other services provided by illuminai limited.

2. Acceptance and eligibility

By accessing or using our Services you accept and agree to be bound by these Terms and our Privacy Policy. You must be at least 16 years old and legally able to enter binding contracts in New Zealand. If you are under 16, you may use the Services only with consent and supervision of a parent or guardian.

3. Our Services

We provide AI‑related software, consultancy, tools, content and associated services (as described on our website or in any order or subscription documentation). We may change, suspend or discontinue features at any time. We will use reasonable efforts to notify you of material changes that affect your use.

4. Fees, billing and payment

Fees for paid Services are stated on our website or in separate agreements. All prices are in New Zealand dollars (NZD) unless otherwise specified. You agree to pay applicable fees and taxes. We may use third‑party payment processors; by paying you authorise us to charge the nominated payment method. If a payment is declined or overdue we may suspend or terminate Services until payment is made.

5. Refunds and cancellations

Refunds and cancellation rights are set out in the plan or agreement applicable to the Service. For consumer contracts, statutory rights (including under the Consumer Guarantees Act 1993 and the Fair Trading Act 1986) apply and are not excluded by these Terms. For business customers (where you contract as a business), we may limit or exclude refunds as set out in the applicable plan or agreement.

6. User obligations and conduct

You must not: use Services unlawfully; attempt to breach security; distribute malware; infringe intellectual property; or misuse our Services. You must comply with applicable laws and obtain all necessary consents for any data you provide to us (including personal information and intellectual property rights in uploaded content).

7. Content and intellectual property

We (and our licensors) own all rights, title and interest in the Services and underlying IP, software, trademarks and content, subject to any rights expressly granted to you in a subscription or licence. You retain ownership of content you upload, submit or generate. By uploading or submitting content you grant us a worldwide, non‑exclusive, royalty‑free licence to use, host, store, transmit and display that content solely to provide the Services and for analytics and improvement (unless otherwise agreed). You must not remove, obscure or alter any intellectual property notices.

8. Confidentiality

Each party will keep the other’s confidential information confidential and use it only to perform obligations under these Terms. Exceptions apply where disclosure is required by law.

9. Third‑party services and links

Our Services may integrate with or link to third‑party products, services and websites. Those third parties have their own terms and privacy practices. We are not responsible for third‑party actions or content.

10. Warranties and consumer protections

We endeavour to provide Services with reasonable care and skill. To the extent permitted by law: All conditions, warranties and guarantees not expressly set out in these Terms are excluded. For consumers in New Zealand, certain statutory rights (for example under the Consumer Guarantees Act 1993) cannot be excluded. If you are a consumer, these statutory rights apply in addition to these Terms and nothing in these Terms is intended to limit them. If you are contracting as a business, to the fullest extent permitted by law our liability and remedies may be limited as described below.

11. Limitation of liability

Subject to statutory rights that cannot be excluded (including consumer guarantees), our total liability for any claim arising out of or in connection with these Terms will be limited to the total amounts you have paid us in the 12 months preceding the claim (or NZD 1,000 if you have paid nothing). We are not liable for indirect, special, incidental, consequential or exemplary damages (including lost profits, data loss or business interruption) except where required by law.

12. Indemnity

You indemnify us against any claim, loss, liability, damages, cost or expense arising from your breach of these Terms, misuse of the Services, or infringement of third‑party rights, except to the extent caused by our negligence or wilful misconduct.

13. Termination

Either party may terminate or suspend access to Services for material breach, insolvency, or where required by law. We may also terminate inactive Accounts in accordance with our policies. On termination, any outstanding fees remain payable and we may delete or de‑identify your data after any applicable retention period agreed in writing or required by law.

14. Data protection and privacy

Our collection, use and disclosure of personal information is governed by our Privacy Policy (link below). You agree we may collect, use and disclose personal information as described there. Privacy Policy: illuminai limited — Privacy Policy (replace with your published privacy policy URL). We will comply with the New Zealand Privacy Act 2020 in handling personal information.

15. Updates to Terms

We may update these Terms from time to time. We will publish the updated Terms on our website with the effective date. Continued use of Services after changes indicates acceptance.

16. Dispute resolution and governing law

These Terms are governed by the laws of New Zealand. Except for urgent relief, the parties will first attempt to resolve disputes by good faith negotiation. If unresolved within 30 days, either party may refer the dispute to mediation or the New Zealand courts. You may have the right to take matters to the Disputes Tribunal or the courts where applicable.

17. Miscellaneous

Assignment: We may assign our rights and obligations; you may not assign without our consent. Severability: If any clause is unenforceable, the rest of the Terms remain in force. Entire agreement: These Terms (and any order, licence or Schedules) are the entire agreement between you and us relating to your use of the Services.

18. Contact

If you have questions about these Terms, plans, billing, or need support contact: legal@illuminai.nz