Terms of Service

Effective date: 23 July 2026 · Last updated: 23 July 2026

These Terms of Service govern your access to and use of the Gnosis web application at app.gnosis.ltd and the gnosis.ltd marketing site (together the 'Service').

Important — professional responsibility: Gnosis runs the maths; you, the engineer or contract administrator, sign the certificate. See §10.1 below. Your professional judgement remains your own.

Section 1 — Acceptance of terms

By creating an account or using Gnosis, you confirm that:

You are at least 18 years old, or the age of majority in your jurisdiction (whichever is higher).
You have the legal authority to enter into this agreement.
If you are accepting these Terms on behalf of a company, partnership, council, agency, or other organisation ("Organisation"), you have authority to bind that Organisation, and "you" / "your" refers to that Organisation.
You will comply with these Terms, the Privacy Policy, and all applicable laws and regulations.

Section 2 — The service

Gnosis provides contract administration software for civil engineering and construction. The service includes:

The web application at app.gnosis.ltd ("the App") with features for managing contracts, schedules of rates, variations, payment claims, RFIs, notices, NCRs, transmittals, approval workflows, PDF report generation, and AI-assisted features ("Gnosis Intelligence").
The marketing website at gnosis.ltd.
Related email notifications, support tickets, and customer communications.

What Gnosis is not:

Gnosis is a tool that assists you with contract administration. It is not a substitute for professional engineering or legal advice. You remain professionally responsible for every contract decision, payment certification, variation authorisation, and document approval made using Gnosis. Gnosis runs the maths and produces drafts — you sign and certify.
Gnosis is not a billing system for your customers (your contractors). It is a tool for you, the engineer / contract administrator, to manage your role under the contract.
Gnosis is not financial software, accounting software, or a system of record for tax purposes. Use Gnosis output (Certificate of Payment, Variation Order) as the source document that flows into your accounting system.

We may update the features, functionality, or appearance of the service at any time. We aim to give notice for material changes via email and the in-app notification system.

Section 3 — Your account

3.1 Eligibility

To create an account, you must be at least 18 (or your local age of majority) and have authority to enter into these Terms.

3.2 Account creation

You can create an account at app.gnosis.ltd, either with email + password or via Google or Microsoft Single Sign-On. You agree to provide accurate and complete information and keep it up to date. You are responsible for keeping your password (or SSO credentials) secure and for all activity under your account. If you become aware of unauthorised access, notify us at info@gnosis.ltd immediately.

3.3 Workspaces, team members, and invited parties

Each paid Gnosis subscription gives the subscriber (the "Owner") a workspace.

Team members — the internal people in your organisation you add to your workspace. Each tier includes a number of team members: Practice includes up to 3 (including the Owner); Firm and Agency include unlimited team members. Each member holds a role: Owner (subscription holder, billing + admin), Editor (full read + write), or Viewer (read-only).
Invited parties — the contract counterparties you invite to collaborate on a specific contract, such as contractors submitting claims, principals authorising, and magic-link reviewers. Invited parties are always free, are not counted as team members, and do not affect your subscription price. When they use AI-assisted features, they draw on your workspace's Gnosis Intelligence credit balance (see §4.9).

The subscription Owner is solely responsible for paying invoices, even where invited members or parties add contracts or otherwise drive subscription changes. Owners can remove team members or invited parties at any time. Removal revokes access to the workspace's data.

3.4 Free trial

Gnosis offers a 14-day free trial. It does not require payment details; provides access to all features including full Gnosis Intelligence; expires 14 calendar days after sign-up; converts to a paid subscription at the end of the trial only if you have added a payment method; and pauses the account (data retained, new actions blocked) if no payment method is added. You may cancel during the trial without any charge.

Section 4 — Subscriptions and billing

4.1 Plans and what they include

Gnosis is sold as a monthly or annual subscription on one of three tiers — Practice, Firm, or Agency. Each tier includes a set number of active contracts, a monthly allowance of Gnosis Intelligence credits, and (for Practice) a team-member limit:

Practice — for a sole practitioner or a couple of live contracts: 2 active contracts, 3 team members, 25 Gnosis Intelligence credits per month.
Firm — for consultancies and contractors running a book of work: 10 active contracts, unlimited team members, 150 Gnosis Intelligence credits per month.
Agency — for state entities, councils, and multi-office firms: unlimited active contracts by agreement, unlimited members, pooled credits, plus SSO / SAML, data residency, and custom rulebook packs.

"Active" means a contract you have set to Active status in the App. Everyone you invite to collaborate is free (see §3.3). Current prices for each tier and currency are shown on our Pricing page (https://gnosis.ltd/pricing/) and are presented exclusive of tax (see §4.7).

4.1a Extra contracts

If you need more active contracts than your tier includes, you can add extra-contract add-ons. Practice is capped at 4 active contracts in total; Firm has no fixed cap on add-ons; Agency contract volumes are set by agreement. The per-contract add-on fee for each tier and currency is shown on our Pricing page (https://gnosis.ltd/pricing/) and at checkout.

4.2 Currency

Gnosis prices subscriptions in New Zealand Dollars (NZD), Australian Dollars (AUD), or United States Dollars (USD). Your workspace currency is set from its country at sign-up and can be selected manually before you subscribe. Once a subscription starts, the currency is locked for the life of that subscription. Mid-subscription currency changes are handled by cancellation + re-subscription. Cross-currency conversion (if your card is in a different currency than your subscription) is performed by Stripe and may incur a 1% FX fee in addition to standard Stripe processing fees.

4.3 Billing cycles

Monthly: Billed each month on the anniversary of your subscription start date.
Annual: Billed once each year on the anniversary. The annual price is equivalent to paying for 10 months — approximately two months free versus twelve monthly payments.

All charges are non-refundable except as set out in §5, in our Cancellation & Refund Policy, or as required by applicable consumer law (e.g. NZ Consumer Guarantees Act 1993, Australian Consumer Law).

4.4 Proration of extra contracts

When you activate or archive contracts mid-period beyond your tier's included allowance, Stripe automatically prorates the impact: activating an extra contract mid-period adds a partial-period charge to your next invoice; archiving one adds a partial-period credit; no penalty applies for repeated activation + archiving cycles.

4.5 Auto-renewal

Subscriptions automatically renew at the end of each billing period using your stored payment method, unless you cancel via the Stripe Customer Portal. If a payment fails, Stripe retries per its standard schedule; after multiple failed retries your subscription is marked past due and eventually cancelled. We email you throughout. While past due or cancelled, your account access is suspended (data retained per §5).

4.6 Price changes and founding-member pricing

We may change pricing at any time. Existing subscriptions retain their price for at least the next renewal cycle after we give notice, and price changes are communicated by email at least 30 days before they take effect. Founding members — customers who subscribe during our early-pricing period — keep their subscription price for the life of that subscription ("locked for life"), subject to these Terms. The early-pricing rate is reviewed for new customers at platform general availability.

4.7 Taxes

Prices shown on the Pricing page are exclusive of any applicable taxes, duties, or levies. New Zealand customers are charged GST at 15%. Australian customers are charged GST at 10%. US customers may have sales tax applied based on Stripe's jurisdiction rules. We use Stripe Tax (or equivalent) where applicable.

4.8 Invoices and receipts

Invoices are emailed to the billing email on your subscription and accessible inside the App via the Stripe Customer Portal. You are responsible for retaining your own invoices for tax and accounting purposes — we do not provide indefinite invoice storage.

4.9 Gnosis Intelligence credits

Gnosis Intelligence ("GI") is our set of AI-assisted features — extraction, drafting, and flagging. Using GI features consumes credits:

Each import / extraction (of a payment claim, schedule of rates, contract, or register) consumes 5 credits.
Each assist action (ask, draft, flag) consumes 1 credit.

Each tier includes a monthly credit allowance (Practice 25, Firm 150, Agency pooled by agreement). Invited parties draw on your workspace's balance. Credits are a usage allowance, not currency or stored value: they have no cash value and cannot be withdrawn or transferred. Your monthly allowance resets at the start of each billing month, and unused monthly credits do not roll over.

Nothing auto-bills. When you reach 80% and 100% of your allowance, we alert you, and you may choose to buy a prepaid credit pack (50 credits per pack; price shown at checkout) or upgrade your tier — your choice. Prepaid credit packs do not expire, and once purchased are non-refundable except as required by consumer law or our Refund Policy. GI outputs are drafts and never issue without your action — see §10.1.

Section 5 — Cancellation and refund

Full details are in our Cancellation & Refund Policy. Summary:

Cancel anytime via the Stripe Customer Portal (Settings → Billing). Access continues until the end of the current billing period.
Monthly: we do not automatically refund unused days of the current month, but will assess refunds on request where an issue with the Service, a billing error, or another circumstance in the Refund Policy applies.
Annual: if you cancel within the first 30 days you are entitled to a pro-rata refund of the unused portion (reflecting the discounted price paid); after 30 days, annual subscriptions are non-refundable for the unused remainder except as required by consumer law or under the Refund Policy.
Prepaid credit packs are non-refundable except as required by consumer law.
Data retention after cancellation: 30 days in case you reactivate; permanent deletion from production thereafter. Backups pruned within a further 90 days.

Section 6 — Your data and content

6.1 Ownership

You retain all rights, title, and interest in and to any content you upload, create, or generate in Gnosis ("Your Content"). Gnosis claims no ownership of Your Content.

6.2 Licence to us

You grant Gnosis a worldwide, non-exclusive, royalty-free, limited licence to host, store, transmit, display, copy, and process Your Content solely for the purpose of providing the service to you. This licence terminates when you delete Your Content or terminate your account (subject to the data retention periods in §5 and our Privacy Policy). We do not use Your Content to train AI models. We do not share Your Content with third parties except sub-processors as disclosed in the Privacy Policy, and only as needed to deliver the service.

6.3 Your responsibility for Your Content

You represent and warrant that: you have the right to upload and use Your Content in Gnosis; Your Content does not violate any law or any third party's intellectual property, privacy, or other rights; and Your Content does not contain malware, viruses, or other malicious code. You are responsible for ensuring any contract content you upload (including documents from contractors, principals, engineers, and other parties) is uploaded with appropriate authorisation.

6.4 Backup

While Gnosis maintains regular backups, you are responsible for retaining your own copies of contract documents and other critical material. We recommend exporting key reports (Certificates of Payment, Variation Orders, etc.) to PDF and storing them in your own system of record.

6.5 Export on cancellation

Before cancelling, you can export any contract's reports as PDFs via the Reports hub. For a full data export (including raw record dumps), email info@gnosis.ltd at least 7 days before cancellation. We provide one export per account at no charge.

Section 7 — Acceptable use

You agree NOT to use Gnosis to: violate any law, regulation, or third-party right; upload content that infringes intellectual property, defames, threatens, harasses, or targets individuals; upload malware, viruses, or harmful code; reverse engineer, decompile, disassemble, or extract source code from the App; scrape, crawl, or programmatically extract data outside features provided for that purpose (PDF generation, data export); resell, sublicence, or redistribute access without our written permission; impersonate another person or entity, or misrepresent your affiliation; interfere with the operation of the service, attempt unauthorised access, or probe for security vulnerabilities (responsible disclosure is welcome — email security@gnosis.ltd); or use Gnosis in any way that could damage, disable, overburden, or impair the service. We may suspend or terminate your account immediately for any violation.

Section 8 — Intellectual property

8.1 Gnosis IP

Gnosis Limited owns all intellectual property rights in the platform, including the software, design, branding, documentation, and any templates or content created by Gnosis. These rights are not transferred to you. You are granted a limited, non-exclusive, non-transferable, revocable licence to use Gnosis as provided, solely for your own internal business purposes, for the duration of your active subscription (and during free trials).

8.2 Your IP

As stated in §6, Your Content remains yours. Nothing in these Terms transfers IP in Your Content to Gnosis.

8.3 Feedback

If you provide feedback, suggestions, or feature requests, you grant Gnosis a perpetual, irrevocable, worldwide, royalty-free licence to use that feedback to improve the service, without any obligation to compensate or credit you.

8.4 Third-party content and trademarks

See our Intellectual Property Claims page for information about third-party standards and trademarks referenced in Gnosis (e.g. NZS 3910, AS 4000, AIA, EJCDC, Waka Kotahi) and how to report alleged IP infringement.

Section 9 — Privacy

Your use of Gnosis is also governed by our Privacy Policy, which is incorporated into these Terms by reference. By accepting these Terms, you also accept the Privacy Policy.

Section 10 — Disclaimers (especially professional judgement)

10.1 Professional judgement disclaimer — CRITICAL

Gnosis is a software tool that assists qualified civil engineers, contract administrators, and other professionals with the administration of construction contracts. Gnosis does not provide engineering, legal, or financial advice. The outputs of Gnosis — including calculations, drafts, certificates, PDFs, and recommendations — are provided as drafts and prompts to assist the user's professional judgement, not as substitutes for it.

You, the user, remain professionally responsible for every decision made using Gnosis output, including but not limited to: certifying payment claims, authorising variations, classifying defects on NCRs, approving documents through workflows, and any other contract-administration decision. You remain liable to your clients, principals, contractors, and other contract counterparties for those decisions regardless of any role Gnosis played in producing the underlying calculations or drafts.

By using Gnosis, you acknowledge that: you are qualified to perform the contract administration role you are using Gnosis for, or are acting under appropriate supervision; you will review and verify every output before relying on it; you will not blindly trust AI-generated extractions, calculations, or drafts; and you retain final authority and responsibility for all certifications, authorisations, and other contract-administration decisions.

10.2 Service availability

We aim to maintain high availability but do not guarantee uninterrupted access. The service may be unavailable due to scheduled maintenance, unscheduled outages, force majeure, or third-party service disruptions (e.g. Railway, Stripe, Firebase). We do not currently offer an SLA with formal uptime guarantees or service credits. Enterprise customers requiring an SLA should contact us to discuss a custom agreement.

10.3 As-is basis

To the maximum extent permitted by applicable law, Gnosis is provided "as is" and "as available", without warranties of any kind, express or implied, including implied warranties of merchantability, fitness for a particular purpose, or non-infringement. This disclaimer is subject to the NZ Consumer Guarantees Act 1993, Australian Consumer Law, and other applicable consumer-protection statutes — if you use Gnosis as a consumer you may have additional rights that cannot be excluded (see §11).

10.4 No warranty of accuracy

While we strive for accurate calculations and outputs, we make no warranty that the service is error-free. AI extractions, in particular, may misinterpret source documents and you must verify all extracted figures before relying on them.

Section 11 — Limitations of liability

11.1 General limit

To the maximum extent permitted by applicable law, Gnosis Limited's total cumulative liability for any claim arising out of or relating to these Terms or the service is limited to the amount you have paid us in the 12 months preceding the event giving rise to the claim, or NZ$500, whichever is greater.

11.2 Exclusion of certain damages

To the maximum extent permitted by applicable law, in no event will Gnosis Limited be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost data, business interruption, or cost of substitute services, even if advised of the possibility.

11.3 NZ Consumer Guarantees Act 1993

If you use Gnosis as a consumer in New Zealand, the CGA 1993 gives you rights that cannot be excluded, restricted, or modified. Nothing in these Terms excludes, restricts, or modifies those rights. If you use Gnosis as a business in New Zealand, the parties contract out of the CGA to the extent permitted by section 43 of that Act.

11.4 Australian Consumer Law

If you use Gnosis as a consumer in Australia, the ACL (Schedule 2 to the Competition and Consumer Act 2010) gives you rights that cannot be excluded, restricted, or modified. Nothing in these Terms excludes, restricts, or modifies those rights. Where the ACL permits us to limit liability for breach of a non-excludable guarantee, our liability is limited (at our election) to the resupply of the service or the cost of resupplying it.

11.5 US consumer protection statutes

For US-based customers, applicable state consumer protection laws may apply. Nothing in these Terms excludes or limits any right that cannot be excluded or limited under such laws.

Section 12 — Indemnity

You agree to indemnify, defend, and hold harmless Gnosis Limited, its directors, officers, employees, contractors, and agents from any claims, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to: your violation of these Terms; your violation of any law or third-party right; Your Content; or your use of Gnosis output in a way that injures or damages any third party. This indemnity does not apply to the extent the claim arises from Gnosis's own breach of these Terms or its grossly negligent or wilful misconduct.

Section 13 — Term and termination

13.1 Term

These Terms apply from the date you first create an account or otherwise accept them, and continue until terminated as set out below.

13.2 Termination by you

You may terminate at any time by cancelling via the Stripe Customer Portal (Settings → Billing), or by emailing info@gnosis.ltd requesting account closure. Termination by you takes effect at the end of your current billing period.

13.3 Termination by us

We may terminate or suspend your account immediately, without notice, if: you materially breach these Terms (including Acceptable Use); you fail to pay any amount when due after the standard Stripe retry cycle; we are required to by law, court order, or regulatory direction; or we discontinue the service (with at least 60 days' advance notice by email and a means to export Your Content).

13.4 Effect of termination

On termination: your access ends; Your Content is retained for 30 days then permanently deleted from production (backups pruned within a further 90 days); outstanding fees become immediately payable; and provisions intended to survive (including §6 IP, §10 disclaimers, §11 limitations of liability, §12 indemnity, §13.4 survival, §14 governing law, and accrued payment obligations) survive.

Section 14 — Governing law and disputes

14.1 Governing law

These Terms are governed by the laws of New Zealand, without regard to conflict of law principles. The Courts of New Zealand have exclusive jurisdiction over any dispute, except as otherwise required by applicable consumer-protection law in your jurisdiction.

14.2 Australian customers

If you are an Australian consumer (within the meaning of the ACL), you may also pursue claims in the Australian courts of competent jurisdiction. Nothing in §14.1 prevents you from doing so.

14.3 US customers

If you are a US-based consumer, you may also pursue claims in the courts of competent jurisdiction in your US state of residence. Nothing in §14.1 prevents you from doing so.

14.4 Informal resolution

Before initiating legal action, email info@gnosis.ltd describing the dispute and your proposed resolution. We will respond within 30 days and attempt to resolve it informally.

14.5 No class actions

To the maximum extent permitted by applicable law, any dispute will be resolved on an individual basis, not as a class action, collective action, or representative proceeding.

Section 15 — General

15.1 Entire agreement

These Terms, together with the Privacy Policy, Cookie Policy, Cancellation & Refund Policy, and Intellectual Property Claims page (each linked from this page), constitute the entire agreement between you and Gnosis Limited regarding the service, and supersede any prior agreements or understandings.

15.2 Severability

If any provision is held invalid or unenforceable, the remaining provisions continue in full force and effect.

15.3 Waiver

Our failure to enforce any provision does not constitute a waiver of that or any other provision.

15.4 Assignment

You may not assign or transfer your rights or obligations without our prior written consent. We may assign these Terms to a successor in connection with a merger, acquisition, or sale of substantially all of our assets.

15.5 Notices

Notices to Gnosis must be sent to info@gnosis.ltd. Notices to you will be sent to the email address on your account.

15.6 Force majeure

Neither party is liable for delay or failure to perform to the extent caused by a force majeure event — acts of God, war, civil disturbance, government action, natural disaster, pandemic, or failure of essential infrastructure (e.g. internet service provider, power grid, third-party hosting).

15.7 Changes to these Terms

We may update these Terms from time to time. When we do, we will post the updated Terms at this URL, update the "Last updated" date, and notify active customers by email when material changes are made. Continued use after a material change constitutes acceptance. If you do not agree, your sole remedy is to cancel your subscription.

Section 16 — Contact us

For any question about these Terms:

Email: info@gnosis.ltd

Post: Gnosis Limited, 99 Victoria Street, Hamilton, New Zealand 3204

Registration: NZBN 9429050876716 — GST 137044315