Terms and Conditions

1.1 These Terms and Conditions ("Terms") constitute a binding legal agreement between the entity operating ProjectPlanOS.co ("ProjectPlanOS", "we", "us", or "our") and the individual or legal entity accessing or using the platform ("Client", "User", "you", or "your").

1.2 By registering an account, creating a workspace, clicking "I Agree", or otherwise accessing or utilizing the SaaS application available at projectplanos.co and associated APIs or services (collectively, the "Service"), you warrant that:

• You have read, understood, and agreed to be bound by these Terms;
• You have the legal authority to bind the entity or business on whose behalf you are acting; and
• You are acquiring access to the Service strictly for business, commercial, or professional purposes.

1.3 Application to Discounted Accounts: These Terms apply fully and unconditionally to all accounts, subscriptions, and access grants, including where the Client has been provided with a discount of any amount, a promotional rate, a customized fee structure, or a complimentary trial period.

1.4 If you do not agree to all of these Terms, you must not access, register for, or use the Service.

In these Terms, unless the context otherwise requires:

"Account"

means the subscription account created by or on behalf of the Client to access the Service.

"Applicable Law"

means all statutes, regulations, rules, orders, and bylaws for the time being in force in New Zealand.

"Client Data"

means any data, content, project schedules, media, financial figures, files, or information uploaded, ingested, stored, processed, or generated by or on behalf of the Client through the Service.

"Confidential Information"

means all non-public information disclosed by one party to the other, including technical data, trade secrets, software code, security architecture, and commercial arrangements, but excluding information that is public knowledge through no fault of the receiving party.

"Director"

means any present or former director, officer, shareholder, member, founder, contractor, employee, or agent of ProjectPlanOS or its parent/affiliated entities.

"Intellectual Property Rights"

means all patents, copyrights, design rights, trademarks, service marks, database rights, trade secrets, know-how, and all other industrial or intellectual property rights, whether registered or unregistered, globally.

"Subscription Fee"

means the recurring fees payable by the Client for access to the Service, as specified during signup, in an agreed quotation, or as updated from time to time (inclusive of any applied discounts or special pricing).

3.1 Access Grant: Subject to full payment of the applicable Subscription Fees (including discounted rates) and strict compliance with these Terms, ProjectPlanOS grants the Client a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during the active subscription term solely for internal business operations.

3.2 Changes to Service: We reserve the right to modify, enhance, update, or discontinue features of the Service at any time. We will endeavor to provide advance notice for material downgrades, but we bear no liability for any feature modification or deprecation.

4.1 Unauthorized Use: You shall not, and shall not permit any third party or authorized user to:

• Reverse engineer, decompile, disassemble, or attempt to derive the source code, trade secrets, or underlying algorithms of the Service;
• Copy, modify, duplicate, create derivative works from, frame, mirror, or scrape any portion of the Service;
• Rent, lease, resell, distribute, time-share, or commercialize access to the Service to any third party;
• Circumvent, disable, or interfere with security measures or rate-limiting features of the Service;
• Upload or transmit any viruses, malware, trojans, corrupted files, or harmful software code; or
• Use the Service for any unlawful purpose or in violation of any Applicable Law in New Zealand or the Client's local jurisdiction.

4.2 Credential Security: The Client is solely responsible for maintaining the confidentiality of all login credentials, API keys, and access tokens. The Client accepts full responsibility for all activities occurring under its Account. You must immediately notify ProjectPlanOS upon discovering any unauthorized access or security breach.

5.1 Fees & Discounts: The Client agrees to pay all Subscription Fees in advance, in accordance with the billing cycle selected (e.g., monthly or annually). Where a discount, promotional price, or custom pricing tier is applied to an Account:

• The discount applies strictly to the specified initial period or scope agreed upon in writing.
• ProjectPlanOS reserves the right to revert pricing to standard non-discounted commercial rates upon renewal or expiration of the discount term.
• Provision of a discount does not alter, waive, or diminish any of the disclaimers, liability exclusions, or client obligations contained within these Terms.
• All fees are quoted exclusive of Goods and Services Tax (GST) under the Goods and Services Tax Act 1985 (NZ), which shall be added to invoices where applicable.

5.2 Auto-Renewal: Subscriptions automatically renew at the end of each billing period unless cancelled by the Client prior to the renewal date via account settings or written notice.

5.3 Non-Payment & Suspension: If Subscription Fees are overdue or payment fails, ProjectPlanOS reserves the right to suspend access to the Service without liability until full payment is received. Suspended accounts remain subject to storage and processing fees if applicable.

5.4 Fee Adjustments: ProjectPlanOS may alter Subscription Fees (or modify/withdraw promotional discounts) upon giving at least thirty (30) days' written notice (including via email or in-app notification). Continued use of the Service following fee adjustments constitutes acceptance of the new pricing.

6.1 Client Ownership & Responsibility: The Client retains all right, title, and interest in and to all Client Data. The Client warrants that it has all necessary rights, consents, and permissions to upload and process Client Data within the Service. The Client assumes sole and absolute responsibility for the accuracy, legality, quality, and integrity of all Client Data.

6.2 Mandatory Client Backups:

• The Service is not an archival or secure backup service.
• The Client acknowledges and agrees that it is strictly and solely responsible for maintaining independent, local, off-site, and verified backups of all Client Data exported from or stored within the Service.
• ProjectPlanOS explicitly disclaims any duty, obligation, or warranty to safeguard, preserve, or recover Client Data against corruption, loss, destruction, or hardware/software failure.

6.3 No Data Integrity Warranty: ProjectPlanOS provides no warranty that automated processing, schedule calculations, data exports, or storage within the Service will be error-free, uninterrupted, or immune from data loss.

7.1 ProjectPlanOS IP: All right, title, and interest in and to the Service, including software, layout, UX/UI, algorithms, documentation, domain names, branding, and all underlying Intellectual Property Rights, remain the exclusive property of ProjectPlanOS and its licensors.

7.2 Feedback: If you provide any feedback, suggestions, or feature requests to ProjectPlanOS, you grant us an irrevocable, perpetual, worldwide, royalty-free license to use, implement, and commercialize such feedback without restriction or obligation of compensation.

8.1 Confidentiality: Each party agrees to maintain the strict confidentiality of the other party's Confidential Information and not to disclose it to any third party, except as required by law or to legal/financial advisors bound by equivalent duties of confidentiality.

8.2 Privacy Compliance: ProjectPlanOS will collect, use, and store personal information in accordance with the Privacy Act 2020 (New Zealand) and our Privacy Policy. By using the Service, you consent to such collection and processing.

9.1 Availability: ProjectPlanOS aims to maintain reliable availability but offers no guarantee or Service Level Agreement (SLA) regarding uptime, continuity, or uninterrupted service access.

9.2 Scheduled & Unscheduled Maintenance: Access to the Service may be interrupted for scheduled maintenance, emergency security patches, or third-party infrastructure outages. ProjectPlanOS bears no liability for service disruption or operational delay resulting from such downtime.

10.1 "As-Is" Service: To the maximum extent permitted by New Zealand law, the Service is provided strictly on an "AS IS" and "AS AVAILABLE" basis, with all faults and without warranties of any kind, whether express, implied, statutory, or otherwise.

10.2 Exclusion of Consumer Guarantees Act 1993: The Client expressly acknowledges and agrees that:

• The Client is acquiring access to the Service for the purposes of a business in terms of sections 2 and 43 of the Consumer Guarantees Act 1993 (NZ); and
• The provisions of the Consumer Guarantees Act 1993 shall not apply to the supply of the Service or these Terms.

10.3 Contract and Commercial Law Act 2017: To the extent permitted by law, the provisions of Part 3 of the Contract and Commercial Law Act 2017 (NZ) regarding contractual remedies are expressly modified and excluded by these Terms.

11.1 Absolute Director & Owner Immunity: To the fullest extent permitted by law, no Director, shareholder, officer, employee, contractor, agent, or founder of ProjectPlanOS shall have any personal liability (whether in contract, tort including negligence, equity, statute, or otherwise) to the Client or any third party for any direct, indirect, special, incidental, consequential, or punitive loss or damage arising out of or in connection with the Service or these Terms.

11.2 Exclusion of Consequential Damages: Under no circumstances shall ProjectPlanOS or its Directors be liable for any:

• Loss of profits, revenue, or business opportunities;
• Loss, corruption, or degradation of Client Data;
• Cost of procurement of substitute goods or services;
• Business interruption or downtime; or
• Indirect, special, incidental, or consequential damages of any nature, even if advised of the possibility of such damages.

11.3 Maximum Aggregate Liability Cap (Including Discounted Accounts): If, notwithstanding the provisions of this Section 11, liability is imposed on ProjectPlanOS by a court of competent jurisdiction, ProjectPlanOS' total aggregate liability under or in connection with these Terms, whether in contract, tort (including negligence), equity, or statutory breach, shall be strictly capped at the actual net Subscription Fees paid by the Client (taking into account any discounts, rebates, or promotions applied) to ProjectPlanOS in the three (3) months preceding the event giving rise to the claim. For zero-fee or 100%-discounted trial accounts, total liability is capped at $0.

11.4 Indemnity: The Client agrees to indemnify, defend, and hold harmless ProjectPlanOS and its Directors against any third-party claims, demands, liabilities, costs, losses, or expenses (including full legal costs) arising out of or related to:

• Client's breach of these Terms;
• Client Data processed by the Service; or
• Client's misuse of the Service or violation of Applicable Law.

12.1 Termination by Client: The Client may terminate its subscription at any time via account settings. Termination takes effect at the end of the current paid billing cycle. No refunds are provided for unused subscription periods or discounted prepayments.

12.2 Termination by ProjectPlanOS: We may terminate or suspend your Account immediately, without prior notice or liability, if:

• You breach any material provision of these Terms;
• Subscription Fees remain unpaid for more than fourteen (14) days; or
• We determine, in our sole discretion, that your continued use poses a security risk or operational threat to the Service.

12.3 Effect of Termination: Upon termination, all rights and licenses granted to the Client immediately cease. ProjectPlanOS reserves the right to permanently delete all Client Data within thirty (30) days following termination, without obligation to export or recover data.

13.1 Governing Law: These Terms, their subject matter, and their formation are governed exclusively by and construed in accordance with the laws of New Zealand.

13.2 Exclusive Jurisdiction: The parties irrevocably agree that the courts of New Zealand shall have exclusive jurisdiction to settle any dispute, claim, or controversy arising out of or in connection with these Terms or the Service.

13.3 Informal Dispute Resolution: Prior to commencing formal legal proceedings, the parties agree to negotiate in good faith to resolve any dispute informally for a minimum period of thirty (30) business days following written notification of the dispute.

14.1 Amendments: ProjectPlanOS reserves the right to amend these Terms at any time by posting updated terms on projectplanos.co. Your continued use of the Service following such posting constitutes acceptance of the revised Terms.

14.2 Entire Agreement: These Terms constitute the entire agreement between ProjectPlanOS and the Client regarding the Service, superseding all prior oral or written representations, proposals, or understandings.

14.3 Severability: If any provision of these Terms is found to be invalid or unenforceable under New Zealand law, that provision shall be modified to the minimum extent necessary to make it valid, and the remaining provisions shall continue in full force and effect.

14.4 Force Majeure: ProjectPlanOS shall not be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including acts of God, war, pandemic, network outages, power failures, strike, or government restriction.