Terms of Service

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" in these Terms refers to that Organisation.
• You will comply with these Terms, the Privacy Policy, and all applicable laws and regulations.

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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, and PDF report generation.
• 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). Gnosis 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.

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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 by signing up 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. You are responsible for all activity that occurs under your account, regardless of who performs it. If you become aware of unauthorised access, notify us at info@gnosis.ltd immediately.

3.3 Workspaces and team members

Each paid Gnosis subscription provides an Owner with a workspace. The Owner can invite up to 4 additional team members (5 total per workspace) at no extra charge. Invited members get one of three roles: Owner (subscription holder, billing + admin), Editor (full read + write), or Viewer (read-only).

The subscription Owner is solely responsible for paying invoices, even where invited members add contracts or otherwise drive subscription quantity changes.

Owners can remove team members at any time. Team members can leave a workspace at any time. Removal is a destructive action that revokes access to all the workspace's data.

3.4 Free trial

Gnosis offers a 14-day free trial. The free trial:

• Does not require entry of payment details.
• Provides access to all features.
• 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.
• Pauses the account if no payment method is added — your data is retained but new actions are blocked.

You may cancel during the trial without any charge.

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Section 4 — Subscriptions and billing

4.1 Per-active-contract pricing

Gnosis subscriptions are priced per active contract per month (or annually). "Active" means a contract you have set to Active status inside the App. Each active contract counts as one billing unit at the per-contract rate for your selected currency.

There is a floor of 1: while you hold an active subscription, you pay for at least one active contract. To drop to zero, you must cancel the subscription entirely via the Stripe Customer Portal at app.gnosis.ltd/dashboard/settings/billing.

4.2 Currency

Gnosis prices subscriptions in New Zealand Dollars (NZD), Australian Dollars (AUD), or United States Dollars (USD). Currency is auto-detected based on your browser locale at sign-up and can be manually selected. Once a subscription is started, the currency is locked for the life of the 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

You can choose monthly or annual billing.

• Monthly: Billed each month on the anniversary of your subscription start date.
• Annual: Billed once each year on the anniversary, at approximately 17% savings versus 12 monthly charges.

All charges are non-refundable except as required by applicable consumer law (e.g. NZ Consumer Guarantees Act 1993, Australian Consumer Law). See §6 for refund details.

4.4 Proration

When you activate or archive contracts mid-period, Stripe automatically prorates the impact:

• Activating a contract mid-period adds a partial-period charge to your next invoice.
• Archiving a contract mid-period 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 will retry per its standard retry schedule. After multiple failed retries, your subscription will be marked past due and eventually cancelled. We will email you throughout this process. While past due or cancelled, your account access is suspended (data is retained).

4.6 Price changes

We may change pricing at any time. Existing subscriptions retain their original price for at least the next renewal cycle after notice. Price changes will be communicated by email at least 30 days before they take effect.

4.7 Taxes

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

4.8 Invoices and receipts

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

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Section 5 — Cancellation and refund

Full details in our Cancellation & Refund Policy. Summary:

• Cancel anytime via the Stripe Customer Portal at app.gnosis.ltd/dashboard/settings/billing.
• Access continues until the end of the current billing period.
• No refunds for partial months of monthly subscriptions.
• Annual subscriptions cancelled mid-year do not entitle you to a prorated refund except as required by consumer law in your jurisdiction (see §10).
• Data retention after cancellation: 30 days in case you reactivate; permanent deletion thereafter from production. Backups pruned within a further 90 days.

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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.
• Your Content does not contain malware, viruses, or other malicious code.

You are responsible for ensuring that any contract content you upload (including documents from your 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 in the App. 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.

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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 otherwise targets individuals.
• Upload content that contains malware, viruses, or other harmful code.
• Reverse engineer, decompile, disassemble, or attempt to extract source code from the App.
• Scrape, crawl, or programmatically extract data from the App outside of features explicitly provided for that purpose (PDF generation, data export).
• Resell, sublicence, or otherwise redistribute access to Gnosis without our written permission.
• Use Gnosis to impersonate another person or entity, or misrepresent your affiliation with any person or entity.
• Interfere with the operation of the service, attempt unauthorised access, or probe for security vulnerabilities (responsible disclosure of security issues is welcome — email security@gnosis.ltd).
• 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 of this Acceptable Use section.

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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 under these Terms.

You are granted a limited, non-exclusive, non-transferable, revocable licence to use Gnosis as it is provided to you, 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 to us (via email, support tickets, or otherwise), you grant Gnosis a perpetual, irrevocable, worldwide, royalty-free licence to use that feedback to improve the service, without any obligation to compensate you or credit you.

8.4 Third-party content and trademarks

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

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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.

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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.
• 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 of the service but do not guarantee uninterrupted access. The service may be unavailable from time to time due to scheduled maintenance, unscheduled outages, force majeure events, or third-party service disruptions (e.g. Railway, Stripe, Firebase outages).

We do not currently offer a Service Level Agreement (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, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

Important: This disclaimer is subject to the New Zealand Consumer Guarantees Act 1993, Australian Consumer Law, and other applicable consumer-protection statutes. If you are using Gnosis as a consumer (rather than for business purposes), you may have additional rights that cannot be excluded — see §11.

10.4 No warranty of accuracy

While we strive to ensure that Gnosis produces 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.

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Section 11 — Limitations of liability

11.1 General limit

To the maximum extent permitted by applicable law, Gnosis Limited's total cumulative liability to you 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 but not limited to lost profits, lost data, business interruption, or cost of substitute services, even if we have been advised of the possibility of such damages.

11.3 NZ Consumer Guarantees Act 1993

If you are using Gnosis as a consumer in New Zealand, the Consumer Guarantees Act 1993 gives you certain rights that cannot be excluded, restricted, or modified. Nothing in these Terms excludes, restricts, or modifies those rights.

If you are using Gnosis as a business in New Zealand, the parties contract out of the Consumer Guarantees Act 1993 to the extent permitted by section 43 of that Act.

11.4 Australian Consumer Law

If you are using Gnosis as a consumer in Australia, the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010) gives you certain rights that cannot be excluded, restricted, or modified. Nothing in these Terms excludes, restricts, or modifies those rights.

Where the Australian Consumer Law permits us to limit our liability for breach of a non-excludable guarantee, our liability is limited (at our election) to: (a) the resupply of the service, or (b) the cost of resupplying the service.

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.

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Section 12 — Indemnity

You agree to indemnify, defend, and hold harmless Gnosis Limited, its directors, officers, employees, contractors, and agents from and against any and all 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 uploaded to Gnosis.
• Your use of Gnosis output in a way that injures or damages any third party.

This indemnity does not apply to the extent that the claim arises from Gnosis's own breach of these Terms or its grossly negligent or wilful misconduct.

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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 your account at any time by cancelling your subscription via the Stripe Customer Portal at app.gnosis.ltd/dashboard/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 the Acceptable Use section).
• You fail to pay any amount when due, after the standard Stripe retry cycle.
• We are required to do so by law, court order, or regulatory direction.
• We discontinue the service, in which case we will provide at least 60 days' advance notice by email and a means to export Your Content.

13.4 Effect of termination

On termination:

• Your access to the service ends.
• Your Content is retained for 30 days in case of reactivation, then permanently deleted from production. Backups pruned within a further 90 days.
• Any outstanding fees become immediately payable.
• Provisions intended to survive termination (including §6 IP, §10 disclaimers, §11 limitations of liability, §12 indemnity, §13.4 survival, §14 governing law, and any payment obligations accrued before termination) survive.

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Section 14 — Governing law and disputes

14.1 Governing law

These Terms are governed by the laws of New Zealand, without regard to its conflict of law principles. The Courts of New Zealand will 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 Australian Consumer Law), 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 any legal action, please email info@gnosis.ltd describing the dispute and your proposed resolution. We will respond within 30 days and attempt to resolve the dispute informally. Many disputes can be settled by direct conversation.

14.5 No class actions

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

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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 of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

15.3 Waiver

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

15.4 Assignment

You may not assign or transfer your rights or obligations under these Terms 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 under these Terms 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 under these Terms to the extent that the delay or failure is caused by a force majeure event — including 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 at the top.
• Notify active customers by email when material changes are made.

Continued use of Gnosis after a material change to these Terms constitutes acceptance of the updated Terms. If you do not agree to the changes, your sole remedy is to cancel your subscription.

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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

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