Terms of Service

APEX BOS · apexbos.cloud · Last updated: [DATE]

These Terms of Service ("Terms") form an agreement between APEX BOS LIMITED ("APEX BOS", "we", "us", "our") and the person or entity that registers for an account ("you", "your"). They govern your access to and use of the APEX BOS platform, website, and services (together, the "Service"). The name, company, and email address you provide when you sign up identify you as the party bound by these Terms. By creating an account, subscribing, or using the Service, you confirm you are authorised to accept these Terms on your own behalf or on behalf of the company you register, and you agree to be bound by them. If you do not agree, do not use the Service.

1. What APEX BOS provides

APEX BOS is a software service that uses artificial intelligence to generate construction documentation — including quantity takeoffs, cost estimates, materials lists, health & safety documents, and project programmes — from building plans you upload.

The Service is a productivity tool intended for use by qualified builders, contractors, tradespeople, quantity surveyors, and construction professionals. It is designed to give you a fast, structured first pass that you review, verify, and complete using your own professional judgement.

2. Outputs are AI-generated drafts — you must verify them

This section is the most important part of these Terms. Please read it carefully.

• All documents and figures produced by the Service are generated by artificial intelligence and are provided as indicative, working drafts.
• Outputs may contain errors, omissions, or inaccuracies. Quantities, counts, measurements, rates, and totals are estimates and must be independently checked against the source plans and current information before use.
• You must review and verify every output before relying on it for any purpose, including ordering materials, pricing or tendering work, entering contracts, or making any commercial commitment.
• The Service does not replace the work or judgement of a qualified quantity surveyor, engineer, health & safety professional, or other relevant expert. Outputs do not constitute professional certification, sign-off, or advice.
• We make no guarantee as to the accuracy, completeness, or fitness for purpose of any output. You use the outputs at your own risk and remain solely responsible for decisions made using them.

3. Health & Safety documents

You acknowledge and agree that:

• We are not your health & safety adviser, and we do not provide professional safety advice or services.
• Responsibility for health and safety on any worksite — including compliance with the Health and Safety at Work Act 2015 and all related regulations — rests with the relevant duty holders (including you and any PCBU), not with APEX BOS.
• You must not rely on an AI-generated health & safety draft as your site's safety plan without independent professional review and sign-off.

Nothing in these Terms limits any duty or liability that cannot be excluded or limited by law, including under health and safety legislation.

4. Your responsibilities

• You are responsible for the accuracy, legality, and appropriateness of the plans and information you upload.
• You confirm you have the right to upload any plans or documents you provide, and that doing so does not breach any third party's rights.
• You are responsible for reviewing, verifying, and correcting all outputs before use.
• You must use the Service only for lawful purposes and in accordance with these Terms.
• You are responsible for keeping your account login secure and for all activity under your account.

5. Accounts

You must provide accurate account information and keep it up to date. You are responsible for maintaining the confidentiality of your login credentials. You must notify us promptly of any unauthorised use of your account. We may suspend or terminate accounts that breach these Terms.

6. Subscriptions, plans, and billing

• The Service is offered on subscription plans. Each plan includes a defined allowance of jobs or credits per billing period, as described at the point of sign-up.
• Job or credit allowances apply to the billing period in which they are provided and do not roll over to future periods unless expressly stated.
• Subscription fees are billed in advance for each billing period through our third-party payment provider. By subscribing, you authorise us to charge the applicable fees to your nominated payment method on a recurring basis until you cancel.
• You may cancel your subscription at any time. Cancellation stops future billing; it takes effect at the end of your current billing period, and you retain access until then.
• Fees already paid are not refundable except where a billing error has occurred on our part, or where a refund or remedy is required under applicable law (see section 12).
• Founding member rates are held for the lifetime of your continuous subscription. We do not intend to change founding member pricing, and will not do so as part of ordinary price increases — those apply to new customers only. However, in exceptional and unforeseen circumstances beyond our reasonable control — including significant increases in the cost of the third-party AI services that power the platform, other material changes to our underlying costs or service providers, regulatory changes, or events of force majeure — we reserve the right to adjust pricing or discontinue a plan, giving affected customers at least 30 days' notice by email and the opportunity to cancel before any change takes effect.
• For non-founding subscriptions, we may change our pricing or plan structure from time to time. Any change to the fees for your existing subscription will take effect from a future billing period, and we will give you at least 30 days' notice by email, with the opportunity to cancel before the change takes effect.

7. Free trials

We may offer a free trial. Any trial is provided as-is, may be limited in scope or duration, and may be changed or withdrawn at any time. Where a trial converts to a paid subscription, we will make the terms of that conversion clear at sign-up.

8. Intellectual property

Your content

You retain ownership of the plans and materials you upload. You grant us a limited, non-exclusive licence to store, process, and use your uploaded materials solely for the purpose of providing the Service to you (including generating your outputs and operating and improving the Service).

Your outputs

As between you and us, you own the documents generated for you from your plans, subject to your subscription being in good standing. You are free to use, edit, and share your outputs for your own construction and business purposes.

Our platform

We own all rights in the APEX BOS platform, software, branding, and underlying technology. Nothing in these Terms transfers any of those rights to you. You must not copy, reverse-engineer, resell, or attempt to extract the underlying models or systems of the Service, except as expressly permitted (for example, under a white-label arrangement we agree in writing).

9. Branding on documents

Unless you are on a plan that expressly provides otherwise, documents generated by the Service may carry APEX BOS branding. Where a plan permits your own branding (for example, a white-label plan), the terms of that arrangement will be set out at sign-up or in a separate agreement.

10. Data and privacy

We handle personal information in accordance with the Privacy Act 2020 and our Privacy Policy, available at [PRIVACY POLICY URL]. By using the Service you consent to our collection, use, and storage of information as described there. We take reasonable steps to protect your data but cannot guarantee absolute security.

11. Service availability and changes

• The Service is provided on an "as is" and "as available" basis. We do not guarantee uninterrupted or error-free operation.
• The Service is under active development. Features may be added, changed, or removed, and outputs may evolve over time.
• We may carry out maintenance, and we may suspend or discontinue all or part of the Service, with reasonable notice where practicable.

12. Consumer rights

Nothing in these Terms limits or excludes any rights or remedies you may have that cannot be excluded or limited under New Zealand law, including under the Consumer Guarantees Act 1993 and the Fair Trading Act 1986. Where you acquire the Service for the purposes of a business, to the extent permitted by law, the guarantees under the Consumer Guarantees Act do not apply and you agree that it is fair and reasonable for them to be excluded.

13. Limitation of liability

To the maximum extent permitted by law:

• The Service and all outputs are provided without warranties of any kind, express or implied, including any implied warranties of accuracy, merchantability, or fitness for a particular purpose.
• We are not liable for any indirect, incidental, special, or consequential loss, or for any loss of profit, revenue, savings, business, data, or goodwill, arising from your use of the Service or reliance on any output.
• Our total aggregate liability to you for any and all claims arising from or connected with the Service is limited to the total amount you paid to us in the three (3) months immediately before the event giving rise to the claim.
• Because outputs are drafts that you are required to verify (see sections 2 and 3), we are not liable for losses arising from errors or omissions in outputs that verification would reasonably have identified.

These limitations do not apply to liability that cannot be limited or excluded by law.

14. Indemnity

You agree to indemnify us against any claim, loss, or liability arising from your breach of these Terms, your misuse of the Service, your reliance on unverified outputs, or your infringement of any third party's rights.

15. Suspension and termination

We may suspend or terminate your access if you breach these Terms, misuse the Service, or fail to pay fees. You may stop using the Service and cancel your subscription at any time. On termination, your right to use the Service ends; sections that by their nature should survive (including sections 2, 3, 8, 12, 13, and 14) continue to apply.

16. Changes to these Terms

We may update these Terms from time to time. Where changes are material, we will give you reasonable notice (for example, by email or in-app). Your continued use of the Service after changes take effect constitutes acceptance of the updated Terms.

17. Governing law

These Terms are governed by the laws of New Zealand, and you submit to the non-exclusive jurisdiction of the New Zealand courts.

18. Contact

Questions about these Terms can be sent to [CONTACT EMAIL].