Acervas — Terms of Service

Last updated: 18 May 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 (NZBN 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 creating an account, 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.

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;
• 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 Outputs generated by the Service may be inaccurate, incomplete, outdated, or misleading.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;
• you are responsible for independently verifying any AI-generated output before relying on it;
• Acervas does not warrant the accuracy, completeness, or fitness for purpose of any AI-generated output.

1.4 Service tiers

The Service is offered on two tiers:

(a) Free Tier. Single-plant access to the Service is available free of charge. Users on the Free Tier may capture and retrieve knowledge within their own plant only. The Free Tier may be modified, restricted, or discontinued at any time at Acervas's discretion.

(b) Paid Tier. Subject to a separate Order Form or Master Services Agreement, the Paid Tier provides access to anonymised cross-plant maintenance knowledge contributed by other customers operating identical original equipment manufacturer (OEM) makes, models, and variants. Paid Tier fees, billing cycles, and other commercial terms are set out in the applicable Order Form.

2. Account and access

2.1 Account creation

To use the Service, you must register for an account. During the period in which the Service is provisioned manually, accounts are created by Acervas at your request. You agree to provide accurate and complete registration information and to keep that information current.

2.2 Shared plant access

You acknowledge that, during the period in which individual user accounts are not yet implemented, a single set of credentials may be issued to your plant for shared use by your authorised personnel. You are responsible for:

• restricting access to those credentials to authorised personnel only;
• the actions of any person who accesses the Service using your credentials, whether or not authorised by you;
• promptly notifying Acervas of any suspected unauthorised use.

2.3 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.

3. Your content and the knowledge network

3.1 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.

3.2 Ownership

As between you and Acervas, you retain all right, title, and interest in and to Your Content. Acervas does not claim ownership of Your Content.

3.3 Licence to operate the Service

You grant Acervas a non-exclusive, worldwide, royalty-free licence to host, store, copy, transmit, process, modify, and display Your Content as necessary to provide and operate the Service for you.

3.4 Cross-network knowledge licence (Paid Tier and Free Tier)

You acknowledge that the Service derives part of its value from the ability of customers operating identical industrial equipment to benefit from each other's anonymised maintenance knowledge. Accordingly, you grant Acervas a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to:

• (a) extract, anonymise, and aggregate Your Content so that it cannot reasonably be associated with you, your plant, your personnel, or your customers;
• (b) make anonymised and aggregated maintenance knowledge available to other Acervas customers operating equipment of the same OEM make, model, and variant;
• (c) use anonymised and aggregated data for the purposes of improving the Service, training and evaluating machine learning models, and producing aggregated research, benchmarks, and analytics.

Anonymisation method. Anonymised knowledge made available to other customers is stripped of: your organisation name and identifiers, your plant's name and identifiers, personnel names, customer-specific identifiers (such as work order numbers or internal asset tags), and any other content that could reasonably identify you. Photographs are not shared cross-network unless you opt in to photo sharing.

Survival. The licence in this clause 3.4 survives termination of your account and these Terms in respect of any of Your Content already anonymised and integrated into the network knowledge corpus at the time of termination. Acervas has no obligation, and no technical means, to extract anonymised contributions from the network corpus after termination.

3.5 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 uploaded by you is stored plant-scoped only and is never shared cross-network.

3.6 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 as your processor in accordance with the Privacy Policy available at acervas.com/privacy.

4. Fees and payment (Paid Tier)

4.1 Fees

Fees for the Paid Tier are set out in the applicable Order Form. Unless otherwise stated, fees are quoted in New Zealand Dollars (NZD), exclusive of Goods and Services Tax (GST) and any other applicable taxes.

4.2 Invoicing and payment

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

4.3 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.

4.4 No refunds

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

5. Intellectual property

5.1 Acervas's intellectual property

The Service, including all software, models, algorithms, user interfaces, documentation, branding, and the network knowledge corpus (as anonymised and aggregated by Acervas), 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.

5.2 Feedback

If you provide Acervas with any suggestions, ideas, or feedback regarding the Service (Feedback), you grant Acervas a perpetual, irrevocable, worldwide, royalty-free licence to use Feedback for any purpose without obligation to you.

5.3 Third-party content

The Service may incorporate third-party software and content, including AI models provided by OpenAI, Anthropic, and other providers. Your use of such third-party components is subject to the applicable third-party terms.

6. Warranties and disclaimers

6.1 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.

6.2 Limited service warranty (Paid Tier)

Acervas will provide the Paid Tier 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.

6.3 Disclaimers

Except for the express warranty in clause 6.2, 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;
• the Service will be compatible with your existing systems or workflows;
• defects in the Service will be corrected.

6.4 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.

7. Limitation of liability

7.1 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.

7.2 Liability cap

Subject to clause 7.3, 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:

• (a) for Paid Tier customers: the total fees paid by you to Acervas under these Terms in the 12 months immediately preceding the event giving rise to the claim; and
• (b) for Free Tier users: NZ$100.

7.3 Carve-outs from the cap

The limitations in clauses 7.1 and 7.2 do not apply to:

• (a) a party's breach of clause 8 (Confidentiality);
• (b) a party's infringement of the other party's intellectual property rights;
• (c) a party's indemnity obligations under clause 9;
• (d) liability that cannot be excluded or limited by law (including liability for death or personal injury caused by negligence, or fraud).

7.4 Acknowledgement

You acknowledge that the fees payable under these Terms reflect the allocation of risk between the parties as set out in this clause 7, and that Acervas would not enter into these Terms without these limitations.

8. Confidentiality

8.1 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.

8.2 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 8.

8.3 Exceptions

The obligations in clause 8.2 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.

8.4 Aggregated and anonymised data

Nothing in this clause 8 restricts Acervas from using anonymised and aggregated data in accordance with clause 3.4.

9. Indemnities

9.1 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.

9.2 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 2.3 (Acceptable use) or clause 3.6 (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).

9.3 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.

10. Term, suspension, and termination

10.1 Term

These Terms commence on the date you first access or use the Service and continue until terminated in accordance with this clause 10.

10.2 Termination for convenience

Either party may terminate these Terms for any reason on 30 days' written notice. For Paid Tier customers, the applicable Order Form may specify different notice periods.

10.3 Termination for cause

Either party may terminate these Terms with immediate effect by written notice if the other party: (a) commits a material breach of these Terms and fails to remedy that breach within 14 days of receiving written notice requiring remedy; or (b) becomes insolvent, enters into liquidation, has a receiver appointed over any of its assets, or is otherwise unable to pay its debts as they fall due.

10.4 Effect of termination

On termination:

• (a) your right to access and use the Service ceases immediately;
• (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;
• (c) accrued fees up to the date of termination remain payable;
• (d) the licence granted in clause 3.4 (Cross-network knowledge licence) survives in respect of Your Content already anonymised and integrated into the network corpus prior to termination, as set out in that clause.

10.5 Survival

Clauses that by their nature should survive termination will survive, including clauses 3.4, 5, 6.3, 7, 8, 9, 10.4, 10.5, 11, and 12.

11. Changes to these Terms

11.1 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.

11.2 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 10.2 before the change takes effect.

12. General

12.1 Governing law

These Terms are governed by the laws of New Zealand.

12.2 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.

12.3 Jurisdiction

The parties submit to the exclusive jurisdiction of the courts of New Zealand for any dispute that proceeds to court.

12.4 Variation of contract

Any change to the scope of services to be provided to a Paid Tier customer 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.

12.5 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.

12.6 Assignment

You may not assign or transfer these Terms without Acervas's prior written consent. Acervas may assign these Terms in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of its assets.

12.7 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).

12.8 Entire agreement

These Terms (together with any applicable Order Form, 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 agreements, representations, and understandings.

12.9 No waiver

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

12.10 Severability

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

12.11 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.

12.12 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 NZBN: 9416841 Email: info@acervas.com Website: acervas.com