Terms & Conditions

Introduction

These Terms & Conditions (“Terms”) govern your access to and use of the services provided by Kavinex Limited (“Kavinex”, “we”, “us”, or “our”). By creating an account, accessing, or using the Services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or organisation, you represent that you have authority to bind that entity. If you do not agree, do not use the Services.

Kavinex Limited is headquartered in New Zealand and may be supported by our parent company DEVPOP PTY LTD (ABN: 54 680 990 158), Suite 436, 585 Little Collins St, Melbourne VIC 3000, Australia. These Terms incorporate our Privacy Policy.

1. Services and Accounts

• Services: Kavinex provides AI-powered software-as-a-service tools for automotive and mechanical workshops.

• Eligibility: You must be a business user and have the legal capacity to contract. You are responsible for all activity under your account and for maintaining account security.

• Changes: We may modify features, introduce new functionality, or discontinue features with prior notice where reasonably practicable.

• Availability and Support: We aim for high availability but do not guarantee uninterrupted or error-free operation. Planned maintenance or emergency updates may cause temporary unavailability. Support channels and response targets may vary by plan and are described in your subscription or order form.

2. Subscriptions, Fees, and Taxes

• Subscription: The Services are offered on a subscription basis (monthly unless otherwise stated). Fees are charged in accordance with your selected plan and usage, plus applicable taxes.

• Billing: You authorise us and our payment processors to charge all applicable fees to your chosen payment method. Late or failed payments may result in suspension or termination.

• Price Changes: We will provide reasonable advance notice of price changes before they become effective.

• Trials and Promotions: Any free trials or promotions are subject to the terms communicated at sign-up and may be modified or withdrawn at our discretion.

• GST and Taxes: Fees are exclusive of GST (NZ) and GST (Australia) unless stated otherwise. You are responsible for any applicable taxes, duties, or government charges. We will issue valid tax invoices where required by law.

• Cancellations and Refunds: Unless stated otherwise, cancellations take effect at the end of the current billing period, and fees paid are non‑refundable except where required by law.

3. Data, Content, and Fair Use

• Your Content: You retain ownership of content you upload or generate in the Services. You grant Kavinex a non-exclusive, worldwide licence to host, process, transmit, display, and create derivative works as needed to provide, secure, and improve the Services (subject to your AI training opt-in preference below).

• Fair Use: While we currently offer “unlimited” uploads in an early-stage revision, use must be reasonable and related to legitimate workshop operations. We may rate-limit, suspend, or terminate accounts that abuse, excessively consume resources, or upload irrelevant content.

• Prohibited Content: Do not upload illegal, infringing, offensive, or harmful content. You are responsible for compliance with applicable laws and obtaining all necessary consents and rights to use and process personal information.

• Acceptable Use: You must not (and must not permit any third party to) misuse the Services, including by attempting to gain unauthorised access, interfering with or disrupting the Services or networks, bypassing security or rate limits, mining or scraping at scale, or using the Services to send spam or malware.

4. AI Features and Model Improvement

The Services include AI-assisted features. AI outputs may be inaccurate, incomplete, or inappropriate in some contexts and should be reviewed by you. By default, your content is not used to train Kavinex models. You may opt in to allow Kavinex to use your prompts, inputs, and outputs to improve our models and features. You can change this preference at any time via your account settings or by contacting us. We may aggregate and anonymise data to protect confidentiality.

Beta/Preview Features: We may release features marked as beta, preview, or experimental. Such features are provided “as is”, may change or be withdrawn at any time, and may be subject to additional terms or limitations.

5. Data Security, Hosting, and Transfers

We use reputable third-party providers, including Cloudflare, to host and secure the Services. We implement measures such as encryption in transit, access controls, and monitoring. Data may be processed in multiple regions, including outside New Zealand and Australia. We implement appropriate safeguards for international transfers consistent with applicable law.

Cross-border disclosures are managed in line with NZ IPP 12/13 and Australian APP 8, including contractual protections with overseas recipients where applicable. We operate an incident response process and will notify you of notifiable data breaches in accordance with applicable laws.

6. Data Export and Migration

We provide mechanisms to export your data and to assist with migration into or out of Kavinex. Exports may be provided in standard formats. Extensive bespoke migration assistance may incur reasonable fees.

7. Term, Suspension, and Termination

• Term: These Terms remain in effect while you have an active account or subscription.
• Suspension: We may suspend access for non-payment, suspected abuse, security risk, or legal risk.
• Termination: Either party may terminate for convenience at the end of a billing period or for breach if the other party fails to cure within a reasonable notice period. We will provide reasonable advance notice of material changes or discontinuation where practicable.
• Effect of Termination: Upon termination, your access will cease. You may request export of your data within a reasonable time. We may retain backups and logs for a limited period as required for legal or operational purposes.

Post-Termination Data Handling: Following termination, we will delete or de-identify Customer Content from active systems within a reasonable period, subject to backups, lawful retention, and our privacy policy.

8. Confidentiality

Each party will protect the other’s confidential information using reasonable safeguards and will not disclose it except to personnel, affiliates, or service providers with a need to know and under obligations of confidentiality. This section does not limit disclosures required by law.

9. Warranties and Disclaimers

The Services are provided on an “as is” and “as available” basis. To the maximum extent permitted by law, we disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. AI outputs are probabilistic and may not be accurate.

Consumer Law Preserved: Nothing in these Terms is intended to exclude, restrict, or modify any rights or remedies you may have under the New Zealand Consumer Guarantees Act 1993 or the Australian Consumer Law to the extent such rights cannot lawfully be excluded for your circumstances. If you are acquiring the Services for business purposes in New Zealand, you agree that the Consumer Guarantees Act 1993 does not apply.

10. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages; and each party’s aggregate liability arising out of or relating to the Services is limited to the fees paid by you to Kavinex for the 12 months preceding the event giving rise to the claim. Nothing in these Terms limits liability that cannot be limited under applicable law.

Essential Carve-outs: The above limitations do not limit liability for: (a) death or personal injury caused by negligence where such limitation is prohibited by law; (b) fraud or fraudulent misrepresentation; (c) your payment obligations; or (d) infringement of the other party’s intellectual property rights.

11. Compliance and Records

You are responsible for ensuring that your use of the Services complies with applicable laws (including privacy, consumer, spam, and record-keeping obligations) and any industry-specific requirements relevant to your workshop operations.

Marketing and Spam: You must only send electronic marketing communications through or in connection with the Services in compliance with the New Zealand Unsolicited Electronic Messages Act 2007 and the Australian Spam Act 2003, including obtaining consent and providing unsubscribe mechanisms.

12. Third-Party Services

Integrations with third-party products are provided for your convenience. Your use of third-party services is governed by their terms, and we are not responsible for their practices.

Subprocessors: We may engage third-party subprocessors to support provision of the Services. Information about key subprocessors is available on request.

13. Governing Law and Dispute Resolution

These Terms are governed by the laws of New Zealand, and the parties submit to the exclusive jurisdiction of the courts of New Zealand. If you are in Australia, mandatory consumer protections under Australian law may also apply.

Dispute Resolution: Before initiating court proceedings, the parties will use good-faith efforts to resolve disputes through negotiation between senior representatives. Nothing prevents either party from seeking urgent injunctive relief.

14. Notices and Contact

We will provide notices via the Services or to the contact details associated with your account. You may contact us via your account, by email at [email protected], or by post at Suite 436, 585 Little Collins St, Melbourne VIC 3000, Australia.

15. Changes to these Terms

We may update these Terms from time to time. We will post the updated version with the effective date above and provide reasonable notice of material changes. Continued use after changes take effect constitutes acceptance of the updated Terms.

16. Intellectual Property and Feedback

We and our licensors own all right, title, and interest in and to the Services, including all related intellectual property rights. Except for the limited rights expressly granted to you in these Terms, no rights are granted to you, whether by implication, estoppel, or otherwise. If you provide feedback, ideas, or suggestions regarding the Services, you grant us a worldwide, royalty‑free, perpetual licence to use and incorporate them without restriction and without any obligation to you.

17. Indemnity by Customer

You will indemnify and hold Kavinex, its affiliates, and personnel harmless from and against any third‑party claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) Your Content or your use of the Services in breach of these Terms or applicable law; (b) alleged infringement or violation of rights by Your Content; or (c) misuse of the Services by you or your users. We will promptly notify you of any claim, allow you to control the defence and settlement (provided any settlement unconditionally releases us and does not impose obligations on us), and reasonably cooperate at your expense.

18. Force Majeure

Neither party will be liable for any delay or failure to perform due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, labour actions, government actions, power or internet failures, or failures of third‑party providers. Each party will use reasonable efforts to mitigate the impact and resume performance.

19. Assignment and Subcontracting

You may not assign these Terms without our prior written consent, except to a successor in connection with a merger, reorganisation, or sale of substantially all assets, provided the assignee is not a competitor and agrees in writing to be bound by these Terms. We may assign or subcontract our obligations, including to affiliates and subprocessors, provided we remain responsible for the performance of our obligations.

20. Order of Precedence; Miscellaneous

If there is a conflict between these Terms and an order form, statement of work, or data processing addendum executed by the parties, the order of precedence will be: (1) the data processing addendum (solely on data processing matters), (2) the order form or statement of work, then (3) these Terms. If any provision is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder will remain in effect. A waiver of any breach is not a waiver of any other breach. These Terms constitute the entire agreement between the parties regarding the subject matter and supersede prior agreements and understandings.

21. Data Processing Addendum

Where required under applicable privacy laws, we will enter into a data processing addendum (or equivalent) with you governing our processing of personal information on your behalf. To request a copy, contact us at [email protected].