Nolia

Terms of Service

Thank you for becoming a Nolia customer. We're happy to have you on board.

We're here for you, and want to make sure your experience using our services is positive and productive.

1. Introduction

1.1 Agreement: Your use of the Services is governed by these terms of service, together with any SOW and any applicable Nolia policies made available to you via the Website or otherwise, as amended from time to time (together the Terms). You understand and agree that we will treat your use of the Services as acceptance of the Terms. If you do not agree to the Terms, you must not access or use the Services.

1.2 Privacy: By using the Services, you also agree to the way we handle your (and your Authorised Users') Personal Information under our Privacy Policy. Our Privacy Policy forms part of these Terms. You also authorise us to collect and process your Personal Information and Personal Information of your Authorised Users when you (or your Authorised Users, as applicable) access or use the Services. In order to provide you with the Services (and improve on them), we may also collect certain information about the performance of the Services and your (and your Authorised Users') use of the Services.

1.3 Amendments: We reserve the right to make changes to the Terms at any time, effective upon the posting of modified terms on the Website. It is your responsibility to check the Terms periodically for changes. Your continued access of the Website and/or use of the Services following the posting of any changes constitutes you agreeing to be bound by, and to be a party to, the modified terms.

2. Nature of Services

2.1 Process transformation, not decision-making: The Platform is designed to transform procurement and funding processes — making them faster, easier, and unbiased. The Platform does not make procurement decisions, recommend specific suppliers, advise on contract awards, or substitute for the independent judgement of the organisation using it. Nothing produced by or through the Platform constitutes advice, a recommendation, or a decision of any kind.

2.2 AI and machine learning outputs: The Platform uses artificial intelligence, machine learning, and related technologies to generate outputs, insights, and suggested workflows. You acknowledge that:

  • (a) AI-generated outputs may contain errors, omissions, or inaccuracies;
  • (b) outputs are provided on an "as is" basis and must be independently verified by you before being relied upon;
  • (c) you are solely responsible for evaluating the accuracy, completeness, and suitability of any output for your purposes; and
  • (d) you must apply your own independent judgement, conduct appropriate due diligence, and comply with all applicable laws, regulations, procurement frameworks, and internal policies when making any decision, whether or not informed by the Platform.

2.3 Your decisions and their outcomes: All procurement decisions, funding decisions, supplier selections, contract awards, and any other decisions made by you or your organisation — whether or not informed by the Platform — are made solely by you and your organisation. Nolia accepts no responsibility for those decisions or their consequences, financial or otherwise.

2.4 Third party claims: Any supplier, vendor, funder, or other third party who believes they have been affected by a procurement or funding decision made by your organisation has no claim against Nolia. The Platform informs processes — decisions, and accountability for them, rest solely with the decision-making organisation.

3. Access and Use of Platform Services and Support Services

3.1 Access: Subject to compliance by you with the Terms, we grant to you and you accept from us, a non-exclusive, non-transferable and non-assignable right to access and use the Services during the Term.

3.2 Authorised Users: You are responsible for:

  • (a) keeping all of your (and your Authorised Users') access information to the Services, including email addresses and log-on credentials, secret and secure; and
  • (b) ensuring compliance with the Terms by your Authorised Users.

3.3 Updates and new versions: We may provide updates to or new versions of the Services (or any parts of them) and reserve the right to take down applicable servers hosting the Services to undertake such updates or install such new versions. You agree to comply with our instructions in relation to any update, new version or maintenance.

4. Restrictions on Use

4.1 Your obligations: You:

4.1.1 must (and must ensure your Authorised Users):

  • (a) comply with all applicable laws, rules and regulations of New Zealand and any other jurisdiction in which you operate or which is applicable to the Services (including in relation to Personal Information) and all instructions, guidelines, procedures and policies notified by us (via email or the Website) from time to time;
  • (b) ensure that all information supplied by you or your Authorised Users is true, correct, up to date and without material omissions at all times;
  • (c) promptly make decisions (including approvals) and provide us with all information and access to systems, information and data we reasonably require to supply the Additional Services; and
  • (d) co-operate with us in any manner we reasonably require in order to carry out the Additional Services, including making available your suitably qualified employees and contractors.

4.1.2 must not (and must ensure your Authorised Users do not):

  • (a) sub-license, rent, lend, assign or transfer in any other way the Services to any person;
  • (b) give access to the Services through any network of computers or other means to users who are not your employees or agents;
  • (c) use the Services in a manner that may damage, disable, overburden or impair either the Services or the networks to the Platform Services;
  • (d) copy, modify, translate, reverse engineer, decompile, disassemble or create derivative works of the Services (or any part of them) or otherwise attempt to:
    • (i) defeat, avoid, by-pass, remove, deactivate or otherwise circumvent any software protection mechanisms in the Services (or any part of them), including, without limitation, any such mechanism used to restrict or control the functionality of the Services; or
    • (ii) derive the source code or the underlying ideas, algorithms, structure or organisation form of the Services (or any part of them);
  • (e) distribute or upload through the Services any attachments, documents or files that:
    • (i) infringe on any copyright, patent, trade secret, trademark or other third party proprietary rights;
    • (ii) violate any law, statute, ordinance or regulation;
    • (iii) are defamatory, libellous or obscene; or
    • (iv) contain viruses, trojan horses, worms, time bombs, or similar harmful programming routines;
  • (f) use the Services in a way that violates (or may be considered inconsistent with) the privacy, rights or civil liberties of any person (including in a way that prevents the exercise of them);
  • (g) use the Platform outputs as the sole basis for any procurement decision, funding decision, supplier selection, or contract award without applying independent judgement and due diligence; or
  • (h) during the Term and for a period of 12 months following the End Date seek to engage or employ, or in fact engage or employ, any of our employees.

4.2 Your equipment: Terminal equipment, communications links and systems compatibility (and all costs associated with such items) are your (or your Authorised Users, as applicable) sole responsibility. We accept no responsibility for any unavailability of, or defects in, the Services to the extent such unavailability or defects arise out of or in connection with terminal equipment, communications links or systems compatibility, or your (or your Authorised Users') failure to make payment of the costs for such items.

4.3 Protections: We may at our discretion use technology (including digital rights management protocols) or other means to protect the Services and our customers, and to prevent you (or any other Authorised User) from breaching the Terms.

4.4 Prohibition on access: You may not access the Services if you are a direct competitor of ours, except with our prior written consent. In addition, except with our prior written consent, you may not access the Services for purposes of penetration testing, monitoring its availability, performance or functionality, or for any benchmarking or competitive purposes.

5. Support Services

We want to make sure you can make the most of our services within your organisation in a responsible way.

5.1 Support channels: We provide support via email at support@getnolia.io during Business Hours. Unless otherwise agreed in an SOW, support is limited to a reasonable allocation of hours per annum as specified in your subscription confirmation or SOW. Escalation is available via your assigned relationship manager (where applicable).

5.2 Response times: We will use commercially reasonable efforts to respond to support requests within one (1) Business Day of receipt. Response times may vary depending on the complexity of the inquiry and the volume of support requests. Specific response time commitments, where applicable, will be set out in the relevant SOW.

5.3 SLA: Where we provide the Platform Services from our Environment, they will be available for your use at least 95% of the time (Software Availability). No Software Availability commitment is made in respect of Services hosted in your Environment or, unless specifically agreed in the relevant SOW, Additional Services.

5.4 Calculation and exceptions: Software Availability is a monthly figure, and it is calculated solely by us. The calculation of Software Availability excludes any unavailability arising as a result of:

  • (a) scheduled maintenance where we have provided at least 5 days' notice (on the Website or by email);
  • (b) emergency maintenance of up to 4 hours per month;
  • (c) your acts or omissions (including a failure to provide reasonable assistance and information in relation to any issue to the extent that failure impacts our ability to identify or resolve the issue);
  • (d) suspension in accordance with clause 5.8;
  • (e) any factor affecting your Environment; or
  • (f) any factor(s) beyond our direct control, including such factors as loss of, or interruption to, internet connectivity or outages caused by telecommunication or hosting providers or other third parties.

5.5 Determination: We, in our sole discretion, acting reasonably, determine whether an event will be considered an exception, based on our records and data.

5.6 Limitations: You shall not have any remedy under this clause 5 in connection with any failure or deficiency of the Services caused by or associated with any of the factors referred to in clauses 5.4(a) to 5.4(f).

5.7 Services not uninterrupted or error free: You acknowledge that we do not warrant that your access to or use of the Services will be uninterrupted or entirely error-free and that you should not rely on the Services for business critical processes without an appropriate backup in case of interruption or failure. To the maximum extent permitted under applicable law:

  • (a) our obligations under this clause 5 are in lieu of all warranties in respect of the Services;
  • (b) all warranties, conditions and representations, whether express, implied or verbal, statutory or otherwise, are excluded (including, without limitation, the implied warranties of merchantability, non-infringement and fitness for a particular purpose); and
  • (c) your sole remedy against us for breach of our obligations under this clause 5, will be the re-supply of the Services.

5.8 Suspension: We may also suspend access to any Services (to you and/or to any or all Authorised Users) at any time:

  • (a) to reduce or prevent interference with the Services; and
  • (b) if required to do so as a result of a direction by any government, law enforcement or other authority.

5.9 Emergency Maintenance: From time to time, we may need to perform emergency maintenance, such as a security patch installation. We may not provide you with prior notice of emergency maintenance but will provide notice as soon as reasonably practicable after beginning emergency maintenance if the expected down time is greater than 30 minutes.

6. Issue Notification and Assignment

6.1 Submitting issues: Before submitting an issue to us, you must use commercially reasonable efforts to confirm that the issue is not caused by your Environment, your equipment, or your (or your Authorised Users') acts or omissions.

6.2 Contacting support: Issues and support requests should be submitted via email to support@getnolia.io. The Platform Services may also include an integrated feedback system for creating support tickets.

6.3 Log Process: Upon contacting us in accordance with clause 6.2, you must provide a full description of the problem or request including:

  • (a) error ID/screenshot of the error with expected and actual results;
  • (b) troubleshooting steps you have already performed;
  • (c) business impact for critical issues (application down, delayed major release etc.);
  • (d) any dates or timelines, e.g. major release planned for today; and
  • (e) other troubleshooting information as we request, including steps necessary to enable us to reproduce the problem.

6.4 Severity designation: Our support team will assess the severity of a logged issue and assign a severity level. We may at any time, acting reasonably, amend the severity level where we consider the issue is not consistent with the description.

6.5 Resolution of issues: We will use commercially reasonable efforts in accordance with Good Industry Practice to correct all logged issues in accordance with this clause and:

  • (a) for critical issues, diagnose the issue and provide you with an action plan for resolution; and
  • (b) provide regular progress updates to you in relation to the resolution of logged issues.

6.6 Service credits: Where the Software Availability commitment is not achieved in any month, you will be credited (in its next invoice) with 5% of the total monthly Subscription Fee for the relevant month. The maximum aggregate total of such service credits payable in any 12 month period shall be 2% of the total aggregate Subscription Fee payable to us by you in relation to the Platform Services for such 12 month period.

6.7 Exclusive rights: The rights set out in clause 5 are your sole and exclusive remedies (under the Terms or at law) for any failure to meet the Software Availability commitment or any other obligation under this clause 5.

7. Statements of Work

7.1 Relationship with SOW: In the event of any inconsistency between a SOW and these Terms, the provisions of the SOW shall prevail (to the extent of such inconsistency).

7.2 Stages: If the Additional Services are to be provided in phases under the SOW, unless you otherwise agree we will not commence work on a Milestone unless the prior Milestone has been achieved.

7.3 Assumptions: Our obligations under a SOW are subject to any assumptions, constraints, dependencies, risks set out in that SOW and clauses 5.4 and 5.7.

8. Third Party Components and Add-ons

8.1 Underlying technology: The Platform incorporates and relies upon third party technology, including underlying AI platform infrastructure, large language models (LLMs), cloud hosting services, and other third party components (together, Underlying Technology). You acknowledge that:

  • (a) the availability, performance, and functionality of the Platform is dependent in part on the continued availability and performance of Underlying Technology;
  • (b) we may change, substitute, or update the Underlying Technology (including the specific LLM or AI models used) at any time without notice, provided the Platform continues to perform materially in accordance with these Terms;
  • (c) we are not liable for any unavailability, degradation, or change in the Services to the extent caused by the Underlying Technology; and
  • (d) the outputs of the Platform may vary depending on the Underlying Technology in use, and we make no warranty that outputs will be identical or consistent across changes to Underlying Technology.

8.2 Third Party Add-ons: When we supply Third Party Add-ons you will have the rights and obligations set out in the Third Party Add-ons' applicable licence terms. You must:

  • (a) enter into any licence agreements that we are required by the relevant licensor of any Third Party Add-ons to require you to enter into;
  • (b) comply with all Third Party Add-ons licence terms;
  • (c) indemnify and hold us harmless against any loss or damage which we may suffer or incur as a result of your breach of such Third Party Add-ons licence terms, except to the extent that breach is caused by us; and
  • (d) at your cost, obtain any required licence (or other consent, authorisation, permission or right of use) from the relevant third party owner or licensor of Third Party Add-ons made available by you, where we are required to use or otherwise access any Third Party Add-ons in order to provide or perform the Services.

8.3 Third party relationships: You are entering into a direct contractual relationship with the third party providing any Third Party Add-on. We have no liability to you in relation to any Third Party Add-ons or, to the extent permitted by law, any Underlying Technology.

9. Fees

9.1 Subscription Fee: In consideration of your use of the Platform Services and the Support Services, you will pay us the monthly Subscription Fee. Unless otherwise agreed in an SOW, the Subscription Fee will be paid monthly.

9.2 Other Fees: Where we agree in an SOW to provide you with Additional Services, you will pay us the Fees as set out in the SOW. We will invoice you as specified in the SOW (or if not specified then monthly for the Additional Services undertaken in the previous month).

9.3 Taxes: The Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on our income. If we are required to pay or collect any federal, state, local, or value-added tax on any Fees charged under the Terms, then such taxes and/or duties will be billed to and paid by you immediately upon receipt of our invoice and supporting documentation for the taxes or duties charged.

9.4 Payment terms: You must pay our invoice electronically in cleared funds without any set off or deduction within 20 days of the date of the invoice.

9.5 Consequences: Without limiting our rights, if you default in payment of any amount payable under the Terms we may:

  • (a) suspend the provision of the Services until such time as you have made payment in full of all amounts due and owing under the Terms (any timeframe for the delivery of Services specified in any SOW shall be amended to allow for any such suspension);
  • (b) charge interest on the unpaid amount from the due date until the date of actual payment at 10% per annum, compounded monthly until paid; and
  • (c) charge you all costs incurred by us in connection with the recovery of the unpaid amounts, including the charges from debt recovery services and legal fees on a solicitor and own client basis.

10. Your Data

10.1 Ownership: Title and associated IP Rights in Data remain yours (or, as applicable, the relevant Authorised User's or third party's) property, regardless of its use in the Services.

10.2 Acknowledgement: You acknowledge that we are not responsible for, and have no liability in respect of, any Data, loss or corruption of Data, or how you or any other Authorised Users use any Data or the Services. You are solely responsible for Data (including the content of your text and e-mail messages, attachments and stored files) and we reserve the right to remove from our servers any Data that we consider may expose us to potential liability.

10.3 Licence: You grant us a non-exclusive licence in respect of all Data to access, use and disclose such Data as required to:

  • (a) provide the Services;
  • (b) respond to comments and questions and to provide support to you and Authorised Users;
  • (c) understand how you (and Authorised Users) are using the Services so that we can improve the Services and develop new products, services, features and functionality;
  • (d) where required by law or where we believe it is necessary to protect our legal rights or interests (including disclosures in connection with the acquisition, merger or sale of a business); and
  • (e) otherwise as required to exercise our rights and comply with our obligations under the Terms.

10.4 Data Processing Agreements: Where you and Nolia have entered into a separate Data Processing Agreement (DPA) or similar agreement governing the processing of Personal Information or other Data, the terms of that DPA shall prevail over clauses 10.3 and 10.5 to the extent of any inconsistency.

10.5 Anonymised and aggregated data: Subject to clause 10.4 and any applicable DPA, you grant to us a non-exclusive royalty-free world-wide and irrevocable licence permitting us to:

  • (a) copy, anonymise, aggregate, process and display Data to derive anonymous statistical and usage data, and data about the functionality of the Services, provided such Data cannot be used to identify you or your Authorised Users (Anonymous Data); and
  • (b) combine or incorporate such Anonymous Data with or into other similar data and information available, derived or obtained from other clients, licensees, users, or otherwise (when so combined or incorporated, referred to as Aggregate Data), to provide services including the copying, publication, distribution, display, licensing or sale of Aggregate Data and related or similar other statistics or data to third parties (and to you should you elect to subscribe for same),

and we will be the owners of all right, title and interest in and to the Aggregate Data.

10.6 Warranties: You warrant and represent that:

  • (a) you have the right to grant the licences in clauses 10.3 and 10.5 in respect of all Data, and inputting, using and disclosing Data in the manner anticipated by the Terms and the Services; and
  • (b) use of Data by us, you or any other Authorised User in connection with the Services will not breach any laws or the rights (including IP Rights) of any person.

10.7 Back-up: You are solely responsible for maintaining a copy of all Data. We have in place for our own purposes policies and procedures to prevent data loss (and recovery) but do not make any guarantee around loss of Data and, as such, we expressly exclude any liability for any loss or corruption of any Data.

11. Ownership and Intellectual Property Rights

11.1 Existing IP: Existing IP remains the sole and exclusive property of the applicable party. Nothing in the Terms will transfer any rights in or to each party's respective Existing IP, regardless of its use in the Services.

11.2 Services: The IP Rights in the Services is, and shall remain, our property, or the property of our third party licensors and/or suppliers, and we reserve the right to grant a licence to use our IP Rights to any other party or parties.

11.3 New IP: All new IP Rights created or developed by us in providing the Services will be owned by us (or our third party licensors or suppliers, as applicable) from the date the new IP Rights are created or developed.

11.4 Your licence to us: You grant us an irrevocable, non-exclusive, fully-paid licence to use your Existing IP, including any of your existing Workflows, Models or Data, but only to the extent needed by us to perform the Services and otherwise fulfil our obligations under, and obtain the benefit of, the Terms and any SOW.

11.5 Necessary acts: You agree to do, and execute or arrange for the doing and executing of, each necessary act, document and thing that we may consider necessary or desirable to perfect the right, title and interest in and to the IP Rights referred to in clause 11.3.

11.6 Audit: You will, for the purposes of us checking the extent of your compliance with this agreement, allow us and our personnel to:

  • (a) inspect and copy all or any of your records relating to the Services; and
  • (b) access all your personnel and systems.

12. Confidentiality

12.1 Security: Each party agrees that, unless it has the prior written consent of the other party, it will keep confidential at all times the Confidential Information of the other party.

12.2 Disclosure required: The obligations of confidentiality in clause 12.1 do not apply to any disclosure:

  • (a) for the purpose of performing obligations under the Terms or exercising a party's rights under the Terms;
  • (b) required by law; or
  • (c) by us, if required as part of a bona fide sale of our business to a third party, provided the third party enters into a confidentiality agreement on terms no less restrictive than this clause 12.

12.3 Return of information: Except to the extent that a party has ongoing rights to use, or is required to keep an archive copy of, the Confidential Information, a party must following the expiry or termination of the Terms, promptly return to the other party or destroy (as directed by the other party) all Confidential Information of the other party in the recipient party's possession or control.

13. Renewal, Termination and Suspension

13.1 Duration: Unless terminated under this clause 13 the provision of each Service starts on its relevant Start Date and, subject to clause 13.2, ends on the relevant End Date (Initial Service Term).

13.2 Automatic renewal: The Term for each Service shall automatically renew on successive one (1) month periods (each a Renewed Term) unless at least five (5) days prior to the expiration of the Initial Service Term or each Renewed Term (as and if applicable), either party provides the other party with written notice of non-renewal.

13.3 Termination rights: Either party may immediately terminate the Terms by giving notice to the other party, if the other party:

  • (a) breaches any material provision of the Terms and the breach is not:
    • (i) remedied within 10 days of the receipt of the notice from the first party requiring it to remedy the breach; or
    • (ii) capable of being remedied; or
  • (b) has an administrator, receiver, liquidator, statutory manager, mortgagee's or chargee's agent appointed, becomes subject to any form of external administration, or ceases to continue business for any reason.

13.4 Consequences of expiry or termination: Expiry or termination of the Terms does not affect each party's rights and obligations accrued before the termination or expiry date. Upon termination of the Terms between us (for any reason):

  • (a) you must pay our costs of supplying any Services up to the date of expiry or termination;
  • (b) you must immediately cease (and ensure all your Authorised Users immediately cease) to access or use the Services and destroy all access codes or passwords related to the Services and Confidential Information in your possession or under your control;
  • (c) we shall delete all Data, other than Anonymous Data or Aggregate Data; and
  • (d) your account shall be removed from the Platform Services.

13.5 Obligations continuing: Clauses which, by their nature are intended to survive expiry or termination continue in force after the termination or expiry of the Terms.

14. Disputes

14.1 Good faith negotiations: The parties must use their best efforts to resolve any dispute in connection with the Terms through good faith negotiations for a period of 15 Business Days after being notified of a dispute.

14.2 Obligations continue: Each party must, to the extent possible, continue to perform its obligations under the Terms even if there is a dispute. To the extent Fees are disputed, any undisputed part of the Fees must be paid.

14.3 Right to seek relief: This clause 14 does not affect either party's right to seek urgent interlocutory and/or injunctive relief.

15. Limitation of Liability and Indemnity

15.1 Consequential loss: Under no circumstances will we or our third party licensors, suppliers or resellers (or any of their directors, officers or employees) be liable, whether in contract, equity, tort (including negligence, breach of statutory duty or otherwise) or any other theory of liability for any direct or indirect: loss of profits, loss of revenue, liabilities or claims relating to the Services; loss of data (including any Data), breach of security or privacy, loss of anticipated savings; or for any indirect, special or consequential loss whatsoever.

15.2 No liability for procurement or funding outcomes: Without limiting clause 15.1, Nolia Limited, its directors, officers, and employees accept no liability whatsoever — whether in contract, tort, equity, or otherwise — for any procurement outcome, funding decision, business loss, contractual dispute, regulatory consequence, or third party claim arising from your or your organisation's use of the Platform or any output it produces.

15.3 Indemnity: You will indemnify and hold us, our third party licensors, suppliers (and their directors, officers and employees), harmless from all claims, liabilities, damages, losses (including legal fees) and expenses, due to or arising out of any Data or your (or any of your personnel or Authorised Users') use of the Services or Data, and/or any breach of any term of the Terms by you or any of your Authorised Users.

15.4 Exclusion: Neither party will be responsible, liable, or held to be in breach of the Terms for any failure to perform its obligations under the Terms, to the extent that such failure is directly attributable to the other party failing to comply with its obligations under the Terms, or to the negligence or misconduct of the other party or its personnel. You agree and represent that you are acquiring the Services for a business purpose and that the New Zealand Consumer Guarantees Act 1993 does not apply to the supply of the Services to you or the Terms.

15.5 Third party links: The Services may contain links to other websites or resources over which we do not have control. Such links do not constitute our endorsement of those external websites or resources. You acknowledge that we are providing these links to you as a convenience, and you further agree that we are not responsible for the content of any external websites or resources. Your (and your Authorised Users') use of the external websites or resources is entirely at your own risk and is subject to any terms of use and privacy policies associated with the external websites or resources.

15.6 Cap: To the extent we do become liable to you in connection with the Terms or any SOW, then all claims by you against us whether in contract, equity, tort (including negligence, breach of statutory duty or otherwise) or any other theory of liability are limited in aggregate to the Fees (if any) paid by you to us in the 12 months immediately prior to the date a claim is notified to us.

16. General

16.1 Assignment: The Terms are personal to you and you will not license, assign, resell, share, pledge, rent or transfer any of your rights under the Terms or any part of them without our prior written consent (which may be withheld in our absolute discretion). If you are not a natural person, any change of control in your corporate entity will be deemed an assignment.

16.2 Force Majeure: Neither party shall be liable for any delay or failure to fulfil its obligations under the Terms arising directly or indirectly from any circumstance beyond the reasonable control of the affected party (including, without limitation, acts of God, flood, earthquake, storm, fire, epidemic, war, embargoes, riot or civil disturbance), provided that the affected party shall:

  • (a) notify the other party as soon as practicable of the events; and
  • (b) use all reasonable endeavours to continue to perform its obligations and mitigate the effects of the event.

16.3 Waiver: To waive a right under the Terms, that waiver must be in writing and signed by the waiving party.

16.4 Notices: A notice given by a party under the Terms must be delivered via email to an email address notified by the other party for this purpose.

16.5 Severability: Any illegality, unenforceability or invalidity of a provision of the Terms does not affect the legality, enforceability or validity of the remaining provisions of the Terms.

16.6 Entire Agreement: The Terms sets out everything agreed by the parties relating to the relevant Services and supersedes and cancels anything discussed, exchanged or agreed prior to the start of the Term.

16.7 Law: These Terms are governed by and must be interpreted in accordance with the laws of New Zealand. Each party submits to the exclusive jurisdiction of the Courts of New Zealand.

16.8 Counterparts: Any SOW (as applicable) may be signed in counterparts (including copies and scanned emailed PDF copies) each of which constitutes an original and all of which constitute the same agreement.

17. Interpretation

17.1 Definitions: In the Terms, unless the context otherwise requires:

  • Additional Services means any software, deliverable or services that we agree in a SOW to provide to you in connection with the Platform Services and Support Services, which may include additional configuration, implementation, support and/or training services, development of custom machine learning and/or AI Workflows / Models.
  • Aggregate Data has the meaning given to it in clause 10.5(b).
  • Anonymous Data has the meaning given to it in clause 10.5(a).
  • Nolia, we, us, our means Nolia Limited, a New Zealand company.
  • Authorised Users means any personnel, contractors or representatives that you have authorised to access the Services on your behalf or that has accessed the Services from your Environment or using your subscription details.
  • Business Day means any day excluding a Saturday, Sunday and statutory public holidays in Wellington, New Zealand.
  • Business Hour means 9 AM – 5 PM, New Zealand standard time on a Business Day.
  • Confidential Information means any and all information in any form that is related to the business or financial affairs, operations, methodologies, personnel, suppliers, customers, systems, processes, plans, intentions, know-how, or pricing of the other party whether obtained before or after the Start Date, but excludes:
    • (a) information which is or becomes public knowledge through no fault of the receiving party;
    • (b) information which at the time of disclosure is already known to the receiving party without an obligation of confidence; or
    • (c) information which is obtained by the receiving party from a source other than the disclosing party or independently developed by the receiving party without breaching any obligation of confidence owed by any person to the disclosing party.
  • Data means all information and data made available by you to us and/or processed through the Services, or new information or data developed by those Services.
  • Documentation means all documentation, records and reports (including specifications, manuals, processes, descriptions, methodologies, user guides, system schematics and maps, database schema and file content descriptions, maintenance records, maintenance libraries, and procedures):
    • (a) that must be provided by us under a SOW; and/or
    • (b) have been, or will be, prepared or used by us for the purpose of providing the Additional Services.
  • DPA means a Data Processing Agreement or similar agreement entered into between you and Nolia governing the processing of Personal Information or other Data.
  • End Date means:
    • (a) in respect of the Platform Services, one (1) month from the date of your subscription confirmation from Nolia; and
    • (b) in respect of any Additional Services, has the meaning given to it in the relevant SOW.
  • Existing IP means all IP Rights owned by or proprietary to a party at the Start Date or developed by (or on behalf of) a party other than pursuant to the Terms, and includes any improvements to those IP Rights.
  • Fees means the amounts payable by you to us for the Services as set out in the Terms or any SOW.
  • Good Industry Practice means the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness as would be expected from a leading company within the relevant industry or business sector.
  • IP Rights means patents, rights to inventions, copyright and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world, including the right to sue for and recover damages for past infringements.
  • Underlying Technology means the third party technology upon which the Platform relies, including underlying AI platform infrastructure, large language models, cloud hosting services, and other third party components, as may be changed, substituted, or updated by us from time to time.
  • Milestone means a collection of Additional Services as identified in a SOW.
  • Model means any AI or machine learning model used within or by the Platform to generate outputs, whether provided as part of the Underlying Technology or developed by Nolia.
  • our Environment means facilities and information technology and telecommunications infrastructure and environment (including hardware, software, middleware, systems and networks) owned or used by us from time to time in the provision of our Platform Services, excluding anything in your Environment.
  • Personal Information means any information relating to an identified or identifiable natural person, or other similar definition under the applicable privacy laws.
  • Platform or Platform Services means the Nolia platform, an online platform through which Authorised Users may access AI-powered tools and workflows for procurement and funding processes, including document creation and validation, bid response assessment and comparison, compliance checking, and analytics and insight, and ongoing monitoring of Workflows.
  • Renewed Term has the meaning given to that term in clause 13.2.
  • Start Date means:
    • (a) in respect of the Platform Services and Support Services, the date of your subscription confirmation from Nolia; and
    • (b) in respect of any Additional Services, has the meaning given to it in the relevant SOW.
  • Services means:
    • (a) the Website;
    • (b) Platform Services;
    • (c) Support Services; and
    • (d) Additional Services,
    and excludes Third Party Add-ons.
  • Software Availability has the meaning given to it in clause 5.3.
  • SOW means a statement of work signed by us and you.
  • Subscription Fee means (if applicable) the monthly subscription fee payable by you for the Platform Services and the Support Services, as specified in your subscription confirmation from Nolia or the SOW (as applicable).
  • Support Services means the provision of our standard support as further described in clause 5.
  • Term means the Initial Service Term together with, as applicable, each Renewed Term.
  • Terms has the meaning given in clause 1.1.
  • Third Party Add-ons means any additional features, functionality and services proprietary to third parties and that Nolia makes available through the Services, including any open-source software, but excluding Underlying Technology.
  • Website means our website(s) including www.getnolia.io, and all information, tools, and services we make available on the website(s).
  • Workflow means a configured process or sequence of steps provided through the Platform Services that uses AI and machine learning to perform tasks such as document creation, document validation, bid assessment and comparison, compliance checking, analytics, and associated integrations with external services.
  • you and your means the person who has accepted the Terms and/or the SOW and wishes to access and use the Services, and includes any entity on behalf of which the person accepted the Terms and/or the SOW.
  • your Environment means facilities and information technology and telecommunications infrastructure and environment (including hardware, software, middleware, systems and networks) owned or used by you from time to time.