DEFINITIONS AND INTERPRETATION
1.1. In these Terms:
“Account” means the account which You register with Us in order to use certain features offered through the Website;
“Automio Software” means the software which We Own and which Users use through the Website;
“Bot” means a programme which has been authored using the Automio Software;
“Fee” means any of the fees charged to Users in connection with their use of the Website;
“Intellectual Property” includes copyright and all rights anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trademarks and designs, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity and includes any enhancement, modification or derivative work of such Intellectual Property;
“Interview” means the interactive question and answer medium through which Outputs are created using the Automio Software;
“Loss” includes loss of profits, savings, revenue or data, and any other claim, damage, loss, liability and cost, including legal costs on a solicitor and own client basis;
“Output” means the end product produced by completing an Interview associated with a Bot;
“Plan” means the plan You subscribe to in order to access certain services, products and features offered from time to time;
“Platform Fee” has the meaning given to it in clause 5.2;
“Subscription” means the payment which enables You to access the Website, in accordance with the Plan that we agree with you;
“Terms” means these terms and conditions, as amended from time to time;
“Underlying System” means any network, system, software, data or material that underlies or is connected to the Website or any Bot or Output;
“User” means any person or organisation who visits and/or uses the Website or uses any of the Bots or Outputs or other content or information from the Website, and where appropriate, includes Us;
“User ID” means a unique name and/or password allocated to a User to allow a User to access certain parts of the Website including Your Account;
“We, Us or Our” means Automio and where applicable Automio Limited and its related parties;
“Website” means https://autom.io and any associated social media, landing or other associated webpages, sub-domains and any services accessed through the Website, such as the Automio Software, Bots and Outputs; and
“You” or “Your” means you or any other person or organisation who is a User (as applicable).
2.1. “Including” and similar words do not imply any limit.
2.2. Words in the singular include the plural and vice versa.
2.3. A reference to a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them.
2.4. The section headings contained in this agreement are for reference purposes only and shall not affect the meaning or interpretation of this agreement.
3. Accounts and Subscriptions
3.1. Each Account must be registered in the name of a natural person, and only one natural person can use each Account and the associated User ID.
3.2. Subscriptions may be registered in the name of a natural person or an organisation.
3.3. Accounts and Subscriptions are non-transferable.
4.1. All Users are given access to the standard features and services available through the Website from time to time, that are applicable to their Plan.
4.2. Any invoice sent to You by Us is due for payment within seven days of issue, and in any case, We will not begin working for You until any outstanding invoices are paid.
5. Subscription and Platform Fees
5.1. If You hold a Subscription, the subscription fees You will be charged will have been notified to You.
5.2. We charge a 20% fee on the sale price of any Bot sold using Automio’s e-commerce functionality (the “Platform Fee”).
6.1. Except as required by law, no refunds shall be paid in respect of any correctly charged Fees. This includes where You have paid Your subscription or any other fees in advance. If a technical issue prevents You from accessing a Bot, You agree to give Us a reasonable opportunity to resolve that issue during normal business hours. Where We deem a refund is necessary, We reserve the right to withhold transaction fees (including relevant Platform Fees and credit card fees) from any amount refunded, or to make any other reasonable deductions.
7. Contract Automation
7.1. Where We agree to build You one Bot per month on one of Our Plans, and You fail to take advantage of that allocation in a particular month (e.g. by failing to provide a precedent document to Us during any relevant time period), then that right will lapse at the end of each month. In such case, You will not be entitled to two or more Bots in a subsequent month.
7.2. Where We agree to build Bots for You, We ask that You apply an assessment of reasonableness to what is meant by “one document” and “one Bot”. While We will generally try to accommodate all Bot authoring requests, We may, at Our discretion, apply the following maximum limits to the definition of “one document” or “one Bot” (as applicable):
7.2.1. The maximum amount of time that will be devoted to a single Bot is 8 hours.
7.2.2. The maximum number of variables that one Bot may have is 30.
7.2.3. The maximum number of pages one document may have is 50.
7.3. Where We author or make amendments to any Bot for You We make no representation as to the accuracy, content or appropriateness of that Bot or the Output produced by that Bot.
8. Intellectual Property
8.1. The Website contains Intellectual Property owned by Us, You and other Users.
8.2. You retain all Intellectual Property rights to any content that You upload to the Website, except that, You grant Us all intellectual property rights that We need in order to:
8.2.1. host Your Intellectual Property on the Website and to provide all associated services and functionality; and
8.2.2. delete Your Intellectual Property from the Website where You cease to hold a Subscription and/or Account.
8.3. We are not required to pay You for any of Your Intellectual Property other than where a Fee is due pursuant to these Terms.
8.4. We retain all Intellectual Property rights in the Website, all Underlying Systems, and any content that We upload to the Website.
8.5. You may not modify, publish, transmit, participate in the transfer or sale of, create derivative works from, distribute, display, reproduce, or in any way exploit in any format whatsoever any of the content on the Website, or any Bot or any Output, in whole or in part, without the prior written consent of the owner of that Intellectual Property, and/or otherwise than in accordance with these Terms.
8.6. You represent and warrant that You have all necessary rights, powers and authority with respect to any content that You submit, post, transmit, or make available on the Website. You indemnify Us for any loss caused by Your breach of this clause.
8.7. In consideration for the payment of all appropriate Fees, each User grants a perpetual royalty-free licence to any other User who purchases that User’s Bot and/or Output, to use that Bot and/or Output for the purpose and number of times paid for only, and otherwise in accordance with these Terms.
9. Website Content
9.1. We reserve the right to amend or remove any information, content or other Intellectual Property You upload to the Website where We reasonably consider that content to be inappropriate, illegal, or in breach of these Terms.
9.2. Where We agree to build a website for You, it will be built by a person We choose, and to the specifications taught in Scale Up. You will supply any content required for the website, and You will be responsible for any content, updates, amendments and hosting costs.
10.1. You agree that We may promote You as a customer of Ours, and any Bots that you have published and made publicly available. You agree that We may use Your name, Your business/company name and logos and link directly to Your website and social media pages in order to enable such promotion.
11.1. Without prejudice to any other right or remedy available to Us, if We consider that You have breached these Terms or We otherwise consider it appropriate, We may immediately, and without notice, suspend or terminate Your access to the Website (or any part or feature of it).
11.2. We will treat any breach of clauses 3.1 - 3.3 and 8 as a serious breach of these Terms and reserve the right to suspend or terminate Your Account and/or Subscription, or take any other action We deem necessary, in order to enforce Our or any other User’s rights pursuant to these terms and/or at law.
11.3. If Your Account is suspended or terminated for any reason You must immediately cease using the Website, Bots, Outputs (other than where an Output has been lawfully downloaded from the Website) and Your Account, and You must not attempt to gain any such further access.
11.4. You may cancel Your Account or Subscription at any time by emailing Us at [email protected]. All cancellations require one full calendar months’ notice. No refunds are given for cancellations, and where We have agreed that Your Subscription may be paid in installments, You remain liable to pay the balance of Your subscription in any 12 month period.
12. Applicable Laws
12.1. These Terms, and any dispute relating to these Terms or the Website, are governed by and must be interpreted in accordance with the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with these Terms or the Website.
13.1. These Terms set out everything agreed between Us and You relating to Your use of Our services or the Website and supersede and cancel anything discussed, exchanged or agreed relating to the subject matter of these Terms.
13.2. The parties have not relied on any representation, warranty or agreement that is not expressly set out in the Terms, and no such representation, warranty or agreement has any effect from the date You agreed to these Terms.
13.3. You may not assign, novate, subcontract or transfer any right or obligation under these Terms without Our prior written consent. You remain liable for Your obligations under these Terms despite any approved assignment, subcontracting or transfer. We may assign, novate, subcontract or transfer any right or obligation under these Terms without Your consent.
14. Application of Terms
14.1. If You do not agree to these Terms, You are not authorised to access and use the Website and You must immediately stop doing so.
14.2. Where You access the Website on behalf of another person or other entity, You confirm that You are authorised to, and agree to these Terms on that person or entity’s behalf. By agreeing to these Terms on that person or entity’s behalf, that person is bound by these Terms.
14.3. If the Website links to any additional terms, or any additional terms are included in any Bot or Output, You must read these Terms and those additional terms together. If there is any inconsistency between these Terms and other terms, these Terms will prevail.
15. No Legal Advice
15.1. Automio is an automation tool and is not a substitute for legal or other professional advice.
15.2. Your use of the Website does not create a lawyer-client relationship between You and Automio or any other User, even where You use a Bot which is owned by a lawyer or law firm.
15.3. Neither Users, the Website, Bots nor Outputs provide legal conclusions, legal advice, opinions or recommendations and nothing contained on the Website or in a Bot or Output may be construed as such.
15.4. Communication between Users and any information provided, stored or downloaded may not be protected by legal privilege.
15.5. Where You offer services which might amount to the provision of legal advice or the creation of a lawyer-client relationship, You agree to comply with the legal requirements associated with entering into such a relationship. You indemnify Us for any loss we may suffer as a result of Your failure to comply with this paragraph.
15.6. If a User purchases a Bot, a contract of sale is formed between the Bot owner and that purchaser. We do not act as an agent for either party and do not participate in any sale or transaction between Users.
15.7. It is Your responsibility to ensure that any Bot or Output meets Your specific requirements, and where necessary You should seek professional advice before taking any action.
16. Bot Use and Trading Fees
16.1. The Website allows you to trade your Bots with other Users. You may do this as an “end-customer”, or as a “reseller”. Fees that may apply where Bots are sold or used by other Users include:
16.1.1. Bot purchasing fees: Bot authors with a paid Subscription may charge retail and wholesale fees for the use of their Bots. Retail fees are charged to end-customers who use a Bot. Wholesale fees are charged to Users who resell a Bot to a third party. These fees are set by the owner or the reseller of the Bot.
16.1.2. Bot Owner fees: Where a Bot is sold to an end-customer, the Bot owner receives their nominated retail price, less the Platform Fee. Where a Bot Owner’s Bot is re-sold by another User, the Bot owner receives their nominated wholesale price less any fees payable to Us.
16.1.3. Reseller fees: Where a User resells a Bot they receive their nominated retail price, less the wholesale price and Platform Fee.
16.2. Other than as expressly provided in writing by Us, fees are subject to change from time to time at Our or, where relevant, a Bot Owner’s, discretion. We will give You five days’ notice of any relevant change to fees, however, no User is obliged to notify You of any change in the fees charged for any particular Bot. We may give notice by email or by updating the Website.
17.1. All payments are to be made by credit or debit card unless otherwise agreed with Us.
17.2. We are not responsible for the payment of monies between Users or third party merchant banking providers.
17.3. We do not receive or store Your credit card details.
17.4. All payments made through the Website are made using the Stripe payment platform. You agree that Stripe may retain personal information that You disclose to them, including Your credit card details.
17.5. You agree that we may charge any fees owing by You by way of deduction from Your credit card.
17.6. For certain purchases You may also opt into “one click” purchases where You will not be redirected to a payment gateway, but Your stored payment details will be used to automatically charge You.
17.7. Generally, payments owing to Users are made by Stripe on the 20th day of each month.
17.8. For more information about Stripe, please visit their website: https://stripe.com.
18.1. We may change these Terms at any time. We may notify You by email or by updating them on the Website. Unless stated otherwise, any change takes effect immediately. You are responsible for ensuring You are familiar with the latest terms and conditions applying to Your use of the Website and everything associated with it. By continuing to access and use the Website and everything associated with it, You agree to be bound by these Terms (as amended from time to time).
18.2. These terms and conditions were last updated on 29 October 2019.
19. Liability and Indemnity
19.1. Although We work hard to produce the best service We can, Your use of the Website and all other transactions between Us, You and other Users, are conducted entirely at Your own risk.
19.2. The Website, its content, Bots and Outputs are provided on “as is” and “as available” basis.
19.3. To the maximum extent permitted by law, We exclude all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss or damage resulting, directly or indirectly, from any use of, or reliance on, the Website or any of Our services.
19.4. To the maximum extent permitted by law, any claim by You against Us will be limited in respect of any one incident, or series of connected incidents, to the amount of fees paid by You to Us in the previous 12 months to access the Website.
19.5. Other than for the purposes of clause 8.7, no User gives any undertaking, representation, or warranty in relation to the Website, its content, any Bot, Output, or any other information or content a User submits or uploads to the Website.
19.6. You agree to indemnify Us from and against all actions, claims, costs (including legal costs and expenses), Losses, proceedings, damages, liabilities, or demands suffered or incurred by Us arising out of or in connection with Your failure to comply with these Terms.
19.7. You are responsible for ensuring that Your access to and use of the Website, including any Bots or Outputs is not illegal or prohibited, and for Your own compliance with applicable laws.
19.8. You acknowledge that Bots, Outputs and the Website, may contain inaccuracies and/or errors, and may not be complete and/or suitable for Your purposes. No User accepts any liability for such mistakes, inaccuracies and errors, nor is any User required to update any Bot or Output to reflect changes in the law or any other relevant rule or regulation or changed fact or circumstance. We do not perform any review of any content submitted by Users. Where necessary, You should seek professional advice.
19.9. Nothing in these terms is intended to limit or exclude liability that cannot be excluded or limited under applicable consumer laws, including the New Zealand Fair Trading Act 1986 and the Consumer Guarantees Act 1993.
20. Compliance Products
20.1. Users may offer compliance products through the Website. You acknowledge that:
20.1.1. these are tools designed to aid the capture of client data which assists with limited client due diligence;
20.1.2. these tools are not complete compliance solutions, and further due diligence may be required;
20.1.3. these tools in themselves do not discharge any obligation You may have to meet legislative requirements;
20.1.4. these tools are a guide for compliance only and do not constitute legal or other advice; and
20.1.5. the obligations to comply with compliance requirements remain with the relevant reporting entities.
21. Availability of Our Website
21.1. While we aim to provide uninterrupted access to the Website, We may change, suspend, discontinue, or restrict access to the Website, including any Bot or Output, without notice or liability. Generally, this will only occur where we are performing routine maintenance, which, where possible, we will do outside of normal business hours. We will not be liable to You or any third party for any harm related to, arising out of, or caused by any changed, suspended, discontinued or restricted access to the Website.
21.2. You acknowledge that currently some Website and Automio Software features are only available when using Google Chrome.
22. Your Obligations
22.1. You agree that You will:
22.1.1. provide true, current and complete information in Your dealings with Us (including when setting up an Account), and must promptly update that information as required so that the information remains true, current and complete;
22.1.2. keep Your User ID secure;
22.1.3. not permit any other person to use Your User ID or Account (including not disclosing or providing Your User ID to any other person);
22.1.4. immediately notify Us if You become aware of any disclosure or unauthorised use of Your User ID or Account, by sending an email to [email protected];
22.1.5. not act in a way, or use or introduce anything that in any way may compromise, the Website or any Underlying System, or otherwise attempt to damage or interfere with the Website or any Underlying System;
22.1.6. access the Website via standard web browsers only and not by any other method.
22.1.7. not use the Website, including any Bots or Outputs for unauthorised or unlawful purposes (such unauthorised use may be a criminal offence and/or give rise to a claim for damages);
22.1.8. not submit, post, transmit, or make available anything on the Website that is illegal, inappropriate, profane, obscene, defamatory, knowingly false and/or infringes copyright;
22.1.9. not collect information about other Users without their consent.
22.2. You must obtain Our written permission to establish a link to the Website, other than by linking through a Bot or Your Automio store. If You wish to do so, email Your request to [email protected].
23.1. Where we promote You or Your business/company we retain all Intellectual Property rights in any materials that we create which include You and/or Your business/company’s name and/or branding.
23.2. Any link on the Website or any of our social media pages to other websites does not imply any endorsement, approval or recommendation of, or responsibility for, those sites or their contents, operations, products or operators.
23.3. If We need to contact You, We may do so by email or by posting a notice on the Website. You agree that this satisfies all legal requirements in relation to written communications.
23.4. For Us to waive a right under these Terms, the waiver must be in writing.
23.5. If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision (only) is deemed to be modified or deleted to the extent required to remedy the illegality, unenforceability or invalidity. If a modification is not possible, the part or provision must be treated as severed from these Terms. The remainder of these Terms will be binding on You.
24. Feedback and Information
24.1. If You have any feedback, please tell Us by contacting Us at [email protected].
24.2. Any feedback You provide shall be deemed to be non-confidential. We shall be free to use such information on an unrestricted basis (including as a testimonial).
25. Fair Use Policy
25.1. It is important to Automio that all Users are able to access Our services. For this reason, and to ensure the provision of a quality service, this Fair Use Policy applies to use of Our services.
25.2. We may apply our Fair Use Policy where in our reasonable opinion Your usage of our services is excessive and/or unreasonable.
25.3. We have developed our Fair Use Policy by reference to average customer profiles and estimated customer usage of Our services.
25.4. If Your usage of Our Services materially exceeds estimated use patterns over any month, or is inconsistent with normal usage patterns, then Your usage will be excessive and/or unreasonable.
25.5. If Your usage is excessive and/or unreasonable We may:
25.5.1. Contact You to advise You that Your usage is in breach of our Fair Use Policy; and
25.5.2. We may then request that You alter Your usage to come within Our Fair Use Policy.
25.6. If Your excessive or unreasonable usage continues after receipt of a request to stop or alter the nature of such usage, We may, after contacting You:
25.6.1. Apply charges to Your account for the excessive and/or unreasonable element of Your usage;
25.6.2. Suspend, modify or restrict Your use of Our services; and/or
25.6.3. Withdraw Your access to Our services.