Terms & Conditions

1. Agreement

These terms govern how you access and use AXELLARIS Verify, a platform operated by AXELLARIS Limited ("we", "us", "our"), a New Zealand registered company.

Throughout these Terms, the following words have specific meanings:

• "Platform" refers to the AXELLARIS Verify web application, including its tools, features, documentation, and any future updates we release.
• "Account" refers to the registered profile you use to log into the Platform.
• "Your Data" refers to everything you and your team enter into the Platform — Food Control Plan records, temperature logs, checklists, corrective actions, uploaded files, and any other compliance content.
• "FCP" stands for Food Control Plan, the food safety documentation required under the Food Act 2014 that you manage through the Platform.
• "Team Member" refers to anyone you have authorised to use the Platform under your Account.
• "Plan" refers to the paid tier you have selected — monthly, annual, or enterprise.
• "Charges" refers to the amounts payable for your chosen Plan, as listed on our pricing page (subject to change).

Using the Platform means you agree to everything in these Terms. If you are signing up on behalf of a company or other organisation, you confirm that you have the authority to commit that entity. We provide you with a limited, non-exclusive, non-transferable, revocable right to use the Platform under these Terms.

2. Updates To These Terms

We may revise these Terms at any time. When changes are made, we will do our best to let you know — either by email or through a notice inside the Platform. It is your responsibility to review the latest version on our website. If you keep using the Platform after updated Terms are published, that counts as acceptance.

We may also add, change, or remove features at any time. Where possible, we will give you a heads-up before making major changes. We reserve the right to wind down any part of the Platform if needed.

3. Your Account

You must be at least 18 years old to create an Account (unless registering as a company). The information you provide during registration must be truthful and kept up to date.

You are accountable for all activity that takes place under your Account. Your login details must be kept private — if you think someone has gained unauthorised access, tell us straight away. We are not responsible for any damage caused by compromised credentials that you failed to protect.

4. Free Trial

We provide a 30-day trial so you can try the Platform before committing. To get started, create an account on the Platform and fill in your business details. The trial includes access to the core compliance forms at no charge and without needing to enter payment details. Certain features — such as the AI compliance assistant, PDF report exports, and invoice scanning — are reserved for paid Plans.

Once the 30 days are up, your access will be paused until you start a paid Plan. Any data entered during the trial is stored for 30 days after expiry. After that, it may be permanently deleted.

5. Money-Back Guarantee

If you sign up for a paid Plan (monthly or annual) and decide that Verify is not the right fit for your business, you may request a full refund within 30 days of your first payment. No questions asked.

To qualify for this guarantee:

• Your refund request must be submitted in writing within 30 days of your first paid billing date.
• This guarantee applies once per Account. It is available to new paying customers only.

Refunds under this guarantee are limited to the Charges you have actually paid to AXELLARIS during the guarantee period. This guarantee does not create any liability beyond a refund of Charges paid.

We reserve the right to modify or withdraw this guarantee at any time, with 30 days written notice. Any changes apply only to new Plans, not to Plans already active at the time of the change.

6. Pricing And Payment

Up-to-date pricing is available on our website. The available Plans are:

• Monthly: NZD $50 per month, charged in advance each month.
• Annual: NZD $500 per year, charged in advance once a year.
• Enterprise: Tailored pricing for businesses that need custom FCPs or specialised development. Get in touch for a quote.

A monthly billing cycle lasts 30 days, starting from the date your Plan begins. Each new cycle follows immediately after the previous one ends. Annual billing cycles run for 365 days from your start date.

All Charges are paid upfront. We will send an invoice before the end of each billing cycle, and payment needs to be received before the next cycle begins. If we do not receive payment on time, we may pause your access. Payment is made by bank transfer.

Prices shown on the website are exclusive of tax, though we also display tax-inclusive amounts on the pricing page. You are responsible for any applicable taxes, including GST, and you agree to cover AXELLARIS for any tax-related claims that arise from your use of the Platform.

We may change our pricing with at least 30 days written notice. New rates take effect from the start of your next billing cycle.

7. Cancellation And Termination

If we have reasonable grounds to believe you have seriously or repeatedly broken these Terms, we may suspend or close your Account without notice. We are not liable for any loss that results from this.

You can cancel your Plan at any time by giving us at least 30 days written notice before your desired end date. Charges that have already been paid are not refundable, including for time remaining in an active billing cycle.

After your Account is cancelled or terminated, you have 30 days to export or download Your Data. Once that window passes, we may permanently erase it from our systems.

8. Disclaimer

The Platform is provided "as is" and "as available". You accept that you use it at your own risk. We do not warrant or guarantee that the Platform will:

• Meet your specific requirements or expectations.
• Run without interruption, errors, or delays.
• Deliver results that are perfectly accurate or reliable.
• Meet any particular standard of quality or speed.
• Ensure you are compliant with the Food Act 2014 or any other regulation.

Parts of the Platform depend on third-party services for hosting, storage, and connectivity. To the maximum extent allowed by law, we disclaim all implied warranties and conditions.

The Platform is designed for business use. As far as the law permits, consumer protection statutes — including the Consumer Guarantees Act 1993 and the Fair Trading Act 1986 — do not apply to the Platform, these Terms, or the relationship between us.

9. Liability Cap

To the greatest extent the law allows, AXELLARIS will not be liable for indirect, incidental, special, consequential, or punitive damages connected to your use of the Platform. This includes, without limitation, lost revenue, lost profits, lost business opportunities, lost goodwill, lost data, or unrealised savings.

If any exclusion or cap in these Terms is found to be unenforceable, our total liability for all claims related to the Platform will not exceed the Charges you paid us in the 12 months immediately before the event giving rise to the claim.

10. Your Obligations

You are responsible for everything that occurs through your Account, including the actions of any Team Members. You agree to:

• Use the Platform lawfully and in compliance with all relevant New Zealand law, including the Food Act 2014.
• Ensure Your Data and compliance records are accurate and current.
• Arrange and maintain the devices, software, and internet connection needed to use the Platform.
• Abide by any reasonable usage guidelines we publish.

Food safety compliance is ultimately your responsibility. The Platform is a tool to help you manage it, but it does not guarantee that you will satisfy the requirements of the Food Act 2014 or any other law.

You agree to indemnify AXELLARIS and hold us harmless from any claims, liabilities, costs, and expenses (including legal fees) that arise from your use of the Platform, a breach of these Terms, or a breach of law by you or your Team Members.

11. Prohibited Conduct

You must not:

• Use the Platform for anything unlawful, deceptive, or in conflict with these Terms.
• Infringe on the intellectual property of AXELLARIS or anyone else.
• Upload content that is defamatory, offensive, or harmful.
• Overload, disrupt, or tamper with our infrastructure, or degrade the experience of other users.
• Scrape, mine, or extract data from the Platform by any method, or intercept traffic to or from our servers.
• Register Accounts or interact with the Platform using automated scripts, bots, or crawlers.
• Reverse engineer, decompile, disassemble, or copy any part of the Platform without written permission from us.
• Resell, sublicense, or provide access to the Platform to third parties without written permission from us.

12. Reasonable Use

We expect the Platform to be used reasonably. If your usage is unusually heavy or starts to affect the service quality for other users, we reserve the right to impose limits on things like storage, bandwidth, or API calls.

13. Ownership

The Platform — including its code, design, branding, trademarks, and all related content — is the intellectual property of AXELLARIS. These Terms do not transfer any ownership rights to you.

You may not copy, reproduce, or use our logos, brand name, or trademarks without getting our written permission first.

We may use anonymised, aggregated usage data to analyse trends and improve the Platform. This data will never be linked back to you or your business.

Any feedback, ideas, or suggestions you share with us about the Platform may be used by us freely, without any obligation or payment to you.

14. Your Data

Everything you put into the Platform belongs to you. We have no ownership claim over your compliance records, FCPs, or any other content you create.

You give us permission to store, process, and display Your Data solely for the purpose of running the Platform and delivering the service to you.

Where you or your Team Members enter personal information belonging to other individuals into the Platform, you confirm that those individuals have given appropriate consent for their data to be handled in line with our Privacy Policy.

15. AI Features

The Platform includes AI-powered tools designed to help with compliance tasks. By using them, you acknowledge the following:

• AI features are intended as a support tool. They do not replace professional food safety guidance.
• All AI processing takes place on our own systems. Your Data is never sent to any external AI provider.
• You are responsible for reviewing and verifying any AI-generated output before relying on it for compliance purposes.
• We may modify, improve, or discontinue AI features as the Platform evolves.

16. Confidential Information

If we share proprietary or sensitive information with you in connection with the Platform — whether formally labelled as confidential or clearly understood to be so — you must treat it accordingly.

You may only use such information as these Terms permit, and you must not share it with any third party without our written consent. This obligation applies both while you use the Platform and after you stop.

17. Privacy

How we collect and handle personal information is set out in our Privacy Policy. Using the Platform means you also accept the terms of that policy.

18. Availability And Force Majeure

We aim to keep the Platform accessible at all times, but we cannot promise uninterrupted availability. We will not be held liable for outages or delays caused by circumstances beyond our reasonable control — including but not limited to natural disasters, armed conflict, civil disruption, government orders, fire, flooding, pandemics, power failures, industrial action, or failures of internet or telecommunications infrastructure.

19. Breach

If you breach any part of these Terms, we may — at our sole discretion and without waiving any other rights — suspend your Account, revoke your access, or terminate these Terms entirely. We are not responsible for any losses you incur as a result.

20. Resolving Disputes

Before taking any dispute to court or arbitration, both sides must first attempt to resolve it informally:

1. The party with the grievance must notify the other in writing, setting out the nature of the dispute.
2. Both parties must then negotiate in good faith to reach a resolution through direct discussion or mediation.
3. If no resolution is reached within 20 business days (or a longer timeframe agreed in writing), either party may escalate the matter to arbitration before a sole arbitrator.

If the parties cannot agree on who should arbitrate within 14 days, the appointment will be made by the president or vice-president of the New Zealand Law Society (or their delegate). The arbitration will be conducted in New Zealand under the Arbitration Act 1996, and the outcome will be final and binding, except where there is a right of appeal on a point of law.

Nothing in this clause stops either party from seeking urgent injunctive or equitable relief from a court if the situation requires it.

21. General

New Zealand law governs these Terms. Both parties submit to the exclusive jurisdiction of the New Zealand courts for any related proceedings.

If we do not immediately enforce a right under these Terms, that does not mean we have given it up. Your obligations remain in place regardless.

If a court finds any part of these Terms to be unenforceable, the rest of the Terms continue to apply in full.

You cannot transfer or assign your rights or obligations under these Terms without our written approval. We may transfer ours at any time.

You acknowledge that a financial remedy alone may not be adequate for a breach of clauses 13 or 16, and that we may seek injunctions, specific performance, or any other equitable remedy on top of damages.

These Terms are the entire agreement between you and AXELLARIS regarding the Platform. They replace all earlier conversations, understandings, or arrangements on the same subject.

22. How To Contact Us

Any notice under these Terms should be in writing. We may contact you at the email address linked to your Account, and those messages are treated as delivered when sent. To reach us, write to:

AXELLARIS Limited
Email: info@axellaris.com
Web: axellaris.com/software/verify/contact