Terms of Service
Terms of Service
These terms are an agreement between Stralos Limited (company number 9442335, NZBN 9429053795076), a New Zealand company ("Stralos", "we", "us") and the business that signs up for Stralos ("Customer", "you"). By creating an account, accepting an order or using the Service, you agree to them. If you accept on behalf of a business, you confirm you are authorised to bind it.
1. Definitions
- Service: the Stralos software-as-a-service platform for estimating, scheduling, delivery and commercial management of construction work, including its AI features, apps and documentation.
- Customer Data: all data, files and content that you or your Users upload to or create in the Service, including estimates, rates, schedules, documents and information about people.
- User: an individual you authorise to use the Service under your account.
- Subscription: your paid (or trial / early-access) right to use the Service for the plan and period selected.
- Fees: the charges for your Subscription shown at sign-up or in your order.
2. Business use only
The Service is supplied to businesses for business purposes. You confirm that you are acquiring the Service in trade, as defined in the Consumer Guarantees Act 1993 and the Fair Trading Act 1986. Clause 15 explains how those Acts apply.
3. Accounts and Users
- You are responsible for your Users, for keeping sign-in details secure, and for everything done under your account.
- Each User must have their own login. Logins must not be shared.
- Tell us promptly at [email protected] if you suspect unauthorised access.
- You must give us accurate account and billing details and keep them up to date.
4. Early access and trials
A free trial lasts 14 days. During invite-only early access or a free trial, the Service is provided "as is", features may change or be removed, and we may end the early access or trial on 14 days' notice. Clause 13's liability limits apply, and no Fees are refundable because none are charged. Early access does not lock in pricing: once your paid Subscription starts, the Fees in clause 5 apply, including any later changes made under that clause.
5. Fees and payment
- Fees are charged per User per month: USD 179 per User per month, or for customers in New Zealand NZD 249 per User per month including GST. Fees are billed monthly in advance by card through our payment provider, Stripe.
- Customers in Australia and elsewhere are charged in USD. We are not registered for Australian GST and do not charge it.
- Subscriptions renew automatically at the end of each monthly billing period until cancelled.
- We may change the Fees by giving you at least 30 days' notice; the change applies from your next billing period.
- If payment fails, we will tell you, and if it remains unpaid 14 days after that notice we may suspend the Service until it is paid.
- Refunds: Fees are not refunded for partial months. If we terminate for convenience, or you terminate because of our breach that we have not fixed, we will refund a pro-rata share of any Fees you have prepaid for the period after termination.
6. Your data
- You own your Customer Data. We do not claim any ownership of it.
- You give us a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit and display Customer Data only as needed to provide, secure and support the Service, to comply with law, and as you instruct.
- You are responsible for the accuracy and legality of Customer Data, and for having the rights and permissions (including privacy notices to your staff, clients and contacts) needed for us to process it.
- We handle personal information in Customer Data as your agent, in line with our Privacy Policy, and the Privacy Act 2020. A data processing addendum is available on request.
- Customer Data is hosted in Amazon Web Services' Sydney, Australia region. Our service providers are listed in the Privacy Policy.
- We may collect usage information about how the Service is used (not the content of Customer Data) to operate and improve it. We do not use Customer Data, whether identifiable, de-identified or aggregated, for benchmarking or to train or improve AI models.
- Backups and deletion: we keep rolling 30-day backups. Items deleted within the Service are first soft-deleted so they can be restored and project history stays intact; see clause 12 for deletion when you leave.
7. AI features
- Some features use third-party AI models. When you use them, relevant Customer Data is sent to the model provider named in our Privacy Policy, under terms that do not allow it to train on your data.
- AI output may be inaccurate or incomplete. Estimates, quantities, rates, take-offs, summaries and schedules produced or suggested by AI must be checked by a competent person before you rely on them, submit a price, or act on them. You remain responsible for your estimates, tenders, and the work you carry out.
- As between us, you own the output generated for you from your Customer Data.
8. Acceptable use
You must not, and must ensure your Users do not:
- use the Service unlawfully, or to infringe anyone's rights, including privacy and intellectual property;
- upload malware, or content you do not have the right to share;
- store health or other sensitive personal information that the Service is not designed for, or information about people beyond what your business reasonably needs;
- try to gain unauthorised access to the Service, other customers' data or our systems, or test their security without our written consent;
- interfere with the Service, overload it, or use automated means to access it except through features or APIs we provide;
- copy, resell, sublicense or make the Service available to third parties, or reverse engineer it except as permitted by law;
- use the Service to build a competing product, or use AI features to generate content that is unlawful or misleading.
9. Our commitments
- We will provide the Service with reasonable care and skill and use reasonable efforts to keep it available, subject to planned maintenance and events beyond our reasonable control. We target 99.95% monthly uptime, excluding planned maintenance. This is a target, not a guarantee, and no service credits apply.
- We will maintain reasonable technical and organisational security measures, as described in our Privacy Policy.
- We will notify you within 72 hours of becoming aware of a security breach affecting your Customer Data.
- We may improve and change the Service. We will not materially reduce core functionality of a paid plan during a paid period without notice.
- Support is provided by email at [email protected] during New Zealand business hours.
10. Third-party services
The Service works with third-party services such as Stripe, Google Maps, Google Drive and Microsoft SharePoint. If you connect a third-party service, your use of it is governed by that provider's terms, and we are not responsible for it.
11. Intellectual property and confidentiality
- We (and our licensors) own the Service and all intellectual property in it. These terms give you a non-exclusive, non-transferable right to use it during your Subscription; nothing else is transferred.
- If you give us feedback, we may use it freely without obligation to you.
- Each party will keep the other's confidential information confidential and use it only for the purposes of this agreement, except where disclosure is required by law. Customer Data is your confidential information.
12. Term, suspension and termination
- This agreement starts when you accept it and continues until your Subscription ends.
- You may cancel at any time in the app or by contacting us; cancellation takes effect at the end of the current billing period.
- Either party may terminate immediately by notice if the other materially breaches these terms and does not fix the breach within 20 working days of notice, or becomes insolvent.
- We may suspend access immediately if needed to protect the Service, other customers or third parties, or if required by law, and will restore access once the issue is resolved.
- Your data when you leave: for 90 days after termination you may export your Customer Data as CSV or Excel files, together with the original files you uploaded. After that period we will permanently delete it from our live systems, and backup copies will expire within 30 days, unless the law requires us to keep it.
- Clauses that by their nature should survive termination (including 6, 11, 13, 14, 15 and 17) do so.
13. Limitation of liability
- To the maximum extent permitted by law, neither party is liable to the other for any loss of profit, revenue, business, contracts, anticipated savings or data (except our obligations to restore from backups), or for any indirect or consequential loss, however arising.
- Each party's total liability under or in connection with this agreement, whether in contract, tort (including negligence), under statute or otherwise, is limited to the Fees you paid in the month before the claim.
- We are not liable for loss arising from pricing, tender or construction decisions made using the Service, including decisions based on AI output, or from Customer Data being inaccurate.
- These limits do not apply to your obligation to pay Fees, to a party's fraud or wilful misconduct, or to liability that cannot be limited by law.
14. Indemnity
You indemnify us against claims by third parties arising from Customer Data, or from your or your Users' breach of clause 8 (acceptable use) or of privacy law.
15. Consumer and fair trading law
- Because you are acquiring the Service in trade, the parties agree that the Consumer Guarantees Act 1993 does not apply, as permitted by section 43 of that Act.
- The parties are both in trade and agree it is fair and reasonable that, to the extent permitted by section 5D of the Fair Trading Act 1986, sections 9, 12A, 13 and 14(1) of that Act do not apply to this agreement.
- For customers in Australia, nothing in these terms excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term implied by the Australian Consumer Law that cannot lawfully be excluded. Where our liability for a failure to comply with such a guarantee can be limited, it is limited to supplying the service again or paying the cost of having it supplied again.
- Except as expressly stated in these terms, and to the extent permitted by law, all warranties and conditions are excluded, and the Service is not warranted to be error-free or uninterrupted.
16. Changes to these terms
We may update these terms. We will give you at least 30 days' notice of material changes by email or in the app. If you do not agree to a change, you may cancel before it takes effect. Continuing to use the Service after the change takes effect means you accept it.
17. General
- Disputes: if a dispute arises, the parties will first try to resolve it by good-faith negotiation. If it is not resolved within 20 working days, either party may refer it to mediation through the Arbitrators' and Mediators' Institute of New Zealand (AMINZ). If mediation does not resolve it, either party may take it to the New Zealand courts. This does not stop either party seeking urgent relief from a court.
- Governing law: these terms are governed by New Zealand law, and each party submits to the non-exclusive jurisdiction of the New Zealand courts.
- Force majeure: neither party is liable for delay or failure caused by events beyond its reasonable control (other than payment obligations).
- Assignment: you may not assign this agreement without our consent. We may assign it to a successor of our business on notice to you.
- Notices: we will send notices to the account owner's email address; you may send notices to [email protected] or by post to Stralos Limited (company number 9442335, NZBN 9429053795076), 105 Verona Place, RD 2, Ohoka 7692, New Zealand.
- Entire agreement: these terms, your order and the Privacy Policy are the entire agreement about the Service and replace earlier discussions.
- Third parties: no one other than the parties has a right to enforce these terms under Part 2, subpart 1 of the Contract and Commercial Law Act 2017.
- Severability and waiver: if any clause is unenforceable, the rest remains in force. A failure to enforce a right is not a waiver of it.
18. Contact
Stralos Limited (company number 9442335, NZBN 9429053795076), 105 Verona Place, RD 2, Ohoka 7692, New Zealand. Email: [email protected]. For support, email [email protected].