Acervas — Terms of Service

Last updated: 10 July 2026

These Terms of Service (Terms) govern your access to and use of the software platform, websites, and related services (collectively, the Service) provided by Acervas Limited, a New Zealand company (company number 9416841), having its registered office at 23 Wilding Avenue, Epsom, Auckland 1023, New Zealand (Acervas, we, us, our).

By accessing or using the Service, or by clicking "I accept" (or similar) when an account is created for you, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, in which case you and your refers to that entity.

If you do not agree to these Terms, do not access or use the Service.

Order of precedence. If you (or the entity you represent) have signed a Pilot & Services Agreement, Order Form, or other written agreement with Acervas, that signed agreement governs your use of the Service and prevails over these Terms to the extent of any inconsistency. These Terms fill any gaps the signed agreement does not address.

1. The Service

1.1 What Acervas does

Acervas provides a software-as-a-service platform for capturing, organising, retrieving, and (where applicable) anonymously sharing industrial maintenance knowledge for production equipment. The Service allows your engineers and operators to record fixes, observations, and procedures by voice, text, and photo, and to retrieve relevant prior knowledge when troubleshooting.

1.2 What Acervas is not

The Service is advisory and informational only. The Service:

• does not control, operate, monitor, or interface with any industrial equipment, programmable logic controllers (PLCs), supervisory control and data acquisition (SCADA) systems, distributed control systems (DCS), or any other operational technology — no Acervas software runs on your plant or control network;
• does not replace qualified engineering judgement, original equipment manufacturer (OEM) documentation, regulatory compliance obligations, or formal safety procedures;
• is not certified for use in safety-critical decision-making, and must not be relied upon as the sole or primary basis for any decision affecting the safety of persons, equipment, or the environment.

All decisions and physical actions taken on plant equipment, including but not limited to maintenance, repair, modification, or operational changes, remain the sole responsibility of you and your qualified personnel.

1.3 AI-generated content

The Service uses artificial intelligence, including large language models, speech-to-text models, and embedding models, to transcribe, index, summarise, and surface knowledge. Outputs generated by the Service may be inaccurate, incomplete, outdated, or misleading. You acknowledge and accept that:

• AI-generated outputs are produced probabilistically and without guarantee of factual accuracy;
• advice drawn from the knowledge network may be incomplete, out of date, or not applicable to your specific equipment, configuration, or circumstances;
• you are responsible for independently verifying any output of the Service before relying on it;
• Acervas does not warrant the accuracy, completeness, or fitness for purpose of any output of the Service.

2. How the Service is offered

2.1 Pilot

Acervas offers the Service through a free 90-day pilot under a signed Pilot & Services Agreement. There is no fee for the pilot and no obligation to continue after it. You may stop at any time, and on request Acervas will provide an export of your captured knowledge and close the account. The terms of the signed Pilot & Services Agreement govern the pilot.

2.2 Ongoing Service

Continuing after the pilot is your choice, made by signing an Order Form. The ongoing Service is charged as a flat monthly fee per plant, with no per-seat charge, on the terms of the signed agreement. Nothing is payable unless and until you sign an Order Form.

2.3 Evaluation and demonstration access

Acervas may grant access to demonstration environments or evaluation accounts (for example, a guided demo). Such access is provided "as is", for evaluation only, and may be modified, restricted, or withdrawn at any time at Acervas's discretion.

3. Account and access

3.1 Account provisioning

The Service is invite-only: there is no self-service signup. Accounts are provisioned by Acervas (or by your organisation's administrator) as part of onboarding. You agree to provide accurate and complete registration information and to keep that information current. Sign-in is passwordless, by emailed magic link or one-time code.

3.2 Accounts and credentials

You are responsible for the accounts and credentials issued to you and your plant(s) and for all use of the Service through them. You must:

• restrict access to those accounts and credentials to your authorised personnel only;
• ensure your personnel comply with these Terms when using the Service;
• promptly notify Acervas of any suspected unauthorised access or use.

3.3 Acceptable use

You must not, and must not permit any person to:

• use the Service in any way that violates applicable law or regulation;
• infringe the intellectual property or other rights of any third party;
• introduce malicious code or attempt to interfere with the operation of the Service;
• attempt to access, probe, or test the security of the Service other than as expressly authorised by Acervas in writing;
• reverse engineer, decompile, or attempt to derive the source code of the Service;
• use the Service to develop a competing product or service;
• upload content that is unlawful, defamatory, harassing, or otherwise objectionable;
• upload personal information of individuals other than your own personnel without lawful basis.

4. Your Content and the knowledge network

4.1 Your Content

Your Content means all data, text, images, audio, transcriptions, and other materials submitted to the Service by you or your personnel, including maintenance entries, photographs of equipment, voice recordings, and notes. (A signed Pilot & Services Agreement calls this Customer Knowledge — it is the same thing.)

4.2 Network Knowledge

Network Knowledge means the anonymised, machine-keyed knowledge corpus aggregated across all Acervas customers. It is organised by equipment make and model, not by organisation, and is designed so that cross-network results cannot identify the plant they came from.

4.3 Ownership

As between you and Acervas, you own Your Content. Acervas does not claim ownership of Your Content. Acervas owns the Network Knowledge and all insights derived from it.

4.4 Licence to operate the Service

You grant Acervas a non-exclusive, worldwide, royalty-free licence to host, store, copy, transmit, process, and display Your Content as necessary to provide and operate the Service for you. This licence ends when Your Content is deleted or these Terms terminate, except as set out in clause 4.5.

4.5 Contribution to Network Knowledge

The Service derives part of its value from the ability of customers operating identical equipment to benefit from each other's anonymised maintenance knowledge. You grant Acervas a worldwide, royalty-free licence to:

• (a) anonymise Your Content by stripping your organisation name and identifiers, your plant's name and identifiers, personnel names, and customer-specific identifiers (such as work order numbers or internal asset tags), so that it cannot reasonably be associated with you, your plant, your personnel, or your customers;
• (b) incorporate that anonymised knowledge, keyed to equipment make and model, into the Network Knowledge; and
• (c) use anonymised and aggregated data to operate, evaluate, and improve the Service (including its machine-learning components) and to produce aggregated research, benchmarks, and analytics. Acervas does not permit third-party AI providers to train their models on Your Content.

Double opt-in. A fix contributed by one customer surfaces to another only where both the contributing and the receiving organisation have enabled network sharing. Photographs are not shared cross-network unless you opt in to photo sharing.

After termination. Once anonymised and integrated, contributions form part of the Network Knowledge — they are no longer attributable to you, and Acervas has no technical means to identify or extract them from the corpus. They therefore remain part of the Network Knowledge after your account ends. Your identifiable Content is handled on termination as set out in clause 12.4.

4.6 OEM documentation

You may upload OEM manuals, service documents, and similar materials to your plant's account. You represent and warrant that you have the right to upload such materials. OEM documentation is licensed material: it is stored strictly scoped to your organisation and is never shared cross-network.

4.7 Personal information in Your Content

You must not upload personal information about individuals other than your own personnel without a lawful basis under applicable privacy law. If Your Content includes personal information of your personnel (for example, the name of the engineer who recorded an entry), Acervas processes that information on your behalf in accordance with the Privacy Policy available at acervas.com/privacy.

5. Fees and payment

5.1 Fees

The pilot is free. Fees for the ongoing Service are a flat monthly amount per licensed plant, set out in the applicable Order Form, with no per-seat charge. Unless otherwise stated, fees are quoted in New Zealand Dollars (NZD), exclusive of Goods and Services Tax (GST) and any other applicable taxes, which you pay in addition where lawfully chargeable.

5.2 Invoicing and payment

Acervas invoices monthly in advance, or as otherwise specified in the Order Form. Invoices are payable within 20 days of the invoice date. Overdue amounts may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.

5.3 Fee reviews

Acervas may review fees on each renewal with at least 30 days' written notice before the renewal date.

5.4 Suspension for non-payment

Acervas may suspend the Service to you if any invoiced amount is more than 30 days overdue, after providing not less than 7 days' written notice of the intended suspension.

5.5 No refunds

Except as expressly required by law or by these Terms, fees paid are non-refundable.

6. Intellectual property

6.1 Acervas's intellectual property

The Service, including all software, models, algorithms, user interfaces, documentation, branding, and the Network Knowledge, is owned by Acervas and its licensors and is protected by intellectual property laws. Nothing in these Terms transfers any right, title, or interest in the Service to you, other than the limited right to use the Service in accordance with these Terms.

6.2 Feedback

If you provide Acervas with any suggestions, ideas, or feedback regarding the Service (Feedback), Acervas may use that Feedback for any purpose without restriction or obligation to you.

6.3 Third-party components

The Service incorporates third-party software and services, including AI models provided by OpenAI and other providers. Your use of such third-party components through the Service is subject to these Terms; Acervas remains your point of contact and responsibility for the Service.

7. Warranties and disclaimers

7.1 Mutual warranties

Each party warrants that it has the authority to enter into these Terms and that its performance will not violate any applicable law or any agreement to which it is a party.

7.2 Limited service warranty

Acervas will provide the Service with reasonable care and skill, consistent with the standard expected of a competent provider of cloud-based software services. This is the sole and exclusive warranty Acervas provides in respect of the Service.

7.3 Disclaimers

Except for the express warranty in clause 7.2, the Service is provided "as is" and "as available", and Acervas disclaims all other warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, accuracy, completeness, and non-infringement, to the maximum extent permitted by law.

Without limiting the foregoing, Acervas does not warrant that:

• the Service will be uninterrupted, error-free, or secure;
• any output of the Service (including AI-generated content) will be accurate, complete, or fit for any particular purpose;
• any particular outcome, saving, or downtime reduction will be achieved;
• the Service will be compatible with your existing systems or workflows;
• defects in the Service will be corrected.

7.4 Consumer Guarantees Act

If you acquire the Service for business purposes, you agree that the Consumer Guarantees Act 1993 (NZ) does not apply, and you contract out of that Act to the maximum extent permitted by law.

8. Advice only — use at own risk

All information and recommendations provided by or through the Service are advice only and are used entirely at your own risk. You are solely responsible for verifying any advice before acting on it and for all decisions, repairs, and actions taken on your equipment. To the maximum extent permitted by law, Acervas is not liable for any loss, injury, damage, or harm — to persons, equipment, property, or production — arising from the use of, or reliance on, the Service or any advice it provides.

Nothing in the Service constitutes engineering certification, regulatory sign-off, or a substitute for your own safety and compliance obligations. You must apply your own qualified judgement and your lock-out, isolation, and safety procedures at all times.

9. Limitation of liability

9.1 Exclusion of indirect and consequential loss

To the maximum extent permitted by law, neither party is liable to the other for any indirect, special, incidental, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, anticipated savings, data, or production, arising out of or in connection with these Terms or the Service, whether in contract, tort (including negligence), under statute, or otherwise, even if the party has been advised of the possibility of such loss.

9.2 Liability cap

Subject to clause 9.3, Acervas's total aggregate liability to you arising out of or in connection with these Terms or the Service, whether in contract, tort (including negligence), under statute, or otherwise, is limited to the greater of:

• (a) the total fees paid by you to Acervas in the 12 months immediately preceding the event giving rise to the claim; and
• (b) NZ$5,000.

9.3 Carve-outs from the cap

The limitations in clauses 9.1 and 9.2 do not apply to liability that cannot be excluded or limited at law, including liability for fraud, or for death or personal injury caused by a party's negligence.

9.4 Acknowledgement

You acknowledge that the fees payable under these Terms (and the provision of the pilot free of charge) reflect the allocation of risk between the parties as set out in clause 8 and this clause 9, and that Acervas would not provide the Service without these limitations.

10. Confidentiality

10.1 Definition

Confidential Information means any non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is identified as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Content is your Confidential Information. The Service (including its features, performance, pricing, and roadmap) is Acervas's Confidential Information.

10.2 Obligations

The Receiving Party must:

• use Confidential Information only to exercise its rights and perform its obligations under these Terms;
• protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, and in any event with no less than reasonable care;
• not disclose Confidential Information to any third party except to its personnel and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this clause 10.

10.3 Exceptions

The obligations in clause 10.2 do not apply to information that:

• (a) is or becomes publicly available other than through breach of these Terms;
• (b) was rightfully in the Receiving Party's possession before disclosure;
• (c) is rightfully obtained from a third party without restriction;
• (d) is independently developed without reference to the Disclosing Party's Confidential Information; or
• (e) is required to be disclosed by law or court order, provided the Receiving Party gives the Disclosing Party reasonable prior notice (where lawful) to seek a protective order.

10.4 Aggregated and anonymised data

Nothing in this clause 10 restricts Acervas from using anonymised and aggregated data in accordance with clause 4.5.

11. Indemnities

11.1 By Acervas (IP indemnity)

Acervas will defend you against any third-party claim alleging that the Service, as provided by Acervas and used in accordance with these Terms, infringes that third party's intellectual property rights, and will pay any damages finally awarded by a court of competent jurisdiction (or agreed in settlement by Acervas).

This indemnity does not apply to claims arising from: (a) Your Content; (b) modifications to the Service not made by Acervas; (c) use of the Service in combination with anything not provided by Acervas, where the combination causes the infringement; or (d) use of the Service in breach of these Terms.

11.2 By you

You will defend Acervas against any third-party claim arising out of or in connection with: (a) Your Content; (b) your breach of clause 3.3 (Acceptable use) or clause 4.7 (Personal information); or (c) your breach of any applicable law in connection with your use of the Service. You will pay any damages finally awarded by a court of competent jurisdiction (or agreed in settlement by you).

11.3 Indemnity procedure

The indemnified party must: (a) give the indemnifying party prompt written notice of the claim; (b) give the indemnifying party sole control of the defence and settlement (provided the settlement does not impose any non-monetary obligation on the indemnified party without its consent); and (c) provide reasonable cooperation at the indemnifying party's expense.

12. Term, suspension, and termination

12.1 Term

These Terms commence on the date you first access or use the Service and continue until terminated in accordance with this clause 12. Where a signed Order Form is in place, its stated term and renewal provisions govern the ongoing Service.

12.2 Termination for convenience

Either party may terminate these Terms for any reason on 30 days' written notice. During a pilot, you may simply stop at any time — there is no notice period, no fee, and nothing to cancel.

12.3 Termination for cause

Either party may terminate these Terms by written notice if the other party: (a) commits a material breach of these Terms and fails to remedy that breach within 30 days of receiving written notice requiring remedy; or (b) becomes insolvent, enters into liquidation, has a receiver appointed over any of its assets, ceases business, or is otherwise unable to pay its debts as they fall due — in which case termination may take immediate effect.

12.4 Effect of termination

On termination:

• (a) your right to access and use the Service ceases;
• (b) Acervas will, on request made within 30 days of termination, make Your Content available to you for export in a commercially reasonable format. After this period Acervas may delete Your Content in accordance with the Privacy Policy's retention schedule;
• (c) accrued fees up to the date of termination remain payable;
• (d) anonymised contributions already integrated into the Network Knowledge remain part of it, as set out in clause 4.5.

12.5 Survival

Clauses that by their nature should survive termination will survive, including clauses 4.3, 4.5, 6, 7.3, 8, 9, 10, 11, 12.4, 12.5, 13, and 14.

13. Changes to these Terms

13.1 Changes

Acervas may modify these Terms from time to time. If Acervas makes a material change, Acervas will notify you in advance by email (to the address associated with your account) or by prominent in-Service notice. The change becomes effective on the date specified in the notice, which will be not less than 30 days after the date of notice. Changes to these Terms do not vary any signed agreement.

13.2 Acceptance

Your continued use of the Service after the effective date of a change constitutes your acceptance of the change. If you do not agree to a change, your sole and exclusive remedy is to terminate these Terms in accordance with clause 12.2 before the change takes effect.

14. General

14.1 Governing law

These Terms are governed by the laws of New Zealand.

14.2 Dispute resolution

Before commencing any court proceedings in respect of a dispute arising out of or in connection with these Terms (other than urgent interlocutory relief), the parties must first attempt to resolve the dispute by:

• (a) good-faith discussion between authorised representatives for not less than 14 days; and
• (b) if not resolved, mediation administered by the Resolution Institute (or its successor body) in Auckland, New Zealand, in accordance with its mediation rules then in force.

If the dispute is not resolved within 30 days of the appointment of the mediator (or such longer period as the parties agree), either party may commence court proceedings.

14.3 Jurisdiction

The parties submit to the non-exclusive jurisdiction of the courts of New Zealand.

14.4 Variation of contract

Any change to the scope of services to be provided under a signed Order Form must be agreed in writing by both parties (including by email confirmation) before the changed scope takes effect. Fees may be adjusted by agreement to reflect any change in scope.

14.5 Notices

Notices under these Terms must be in writing and sent to the email address associated with your account (for notices to you) or to info@acervas.com (for notices to Acervas). Notices are deemed received on the next business day after sending.

14.6 Assignment

You may not assign or transfer these Terms without Acervas's prior written consent. Acervas may assign these Terms to a successor of its business (including on a reorganisation of the Acervas group), or in connection with a merger, acquisition, or sale of all or substantially all of its assets, on notice to you.

14.7 Force majeure

Neither party is liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, government action, failure of telecommunications or internet infrastructure, or failure of third-party services on which the Service depends (excluding payment obligations).

14.8 Entire agreement

These Terms (together with the Privacy Policy and any other policies incorporated by reference) constitute the entire agreement between the parties in respect of the Service, and supersede all prior discussions, representations, and understandings — except that any signed Pilot & Services Agreement or Order Form prevails over these Terms as set out above.

14.9 No waiver

No failure or delay by either party in exercising any right under these Terms operates as a waiver of that right.

14.10 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions continue in full force and effect.

14.11 Relationship of the parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

14.12 Fair Trading Act

To the extent permitted by law, and where both parties are acting "in trade" within the meaning of the Fair Trading Act 1986 (NZ), the parties contract out of sections 9, 12A, 13, and 14(1) of that Act.

Contact

Acervas Limited 23 Wilding Avenue, Epsom, Auckland 1023, New Zealand NZ company number: 9416841 Email: info@acervas.com (general) · security@acervas.com (security) Website: acervas.com