Terms and Conditions

1.Introduction & Acceptance of Terms

1.1 These Terms and Conditions ("Terms") constitute a binding legal agreement between the entity operating ChangeOS.co ("ChangeOS", "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 or joining a workspace, clicking "I Agree", or otherwise accessing or utilising the SaaS application available at changeos.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 and Trial 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 customised fee structure, or a complimentary trial period (including the 30-day no-card trial).

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

2.Definitions & Interpretation

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.

“AI Features”

means any feature of the Service that generates or transforms content using a large language model, including plan drafting, risk scoring, communications copy, the "Start a change" wizard and the "Gayle" adviser.

“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, change requests, stakeholder records, readiness assessments, communication and training plans, adoption metrics, case-for-change text, notes, media, files, financial figures, or information uploaded, ingested, stored, processed, or generated (including outputs of AI Features) by or on behalf of the Client through the Service.

“Client Workspace”

means an organisation within the Service created by a Partner on behalf of one of the Partner's clients.

“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 ChangeOS 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.

“Partner”

means a Client that uses the consultancy features of the Service to create and work inside Client Workspaces on behalf of its own clients.

“Partner Notes”

means private working notes recorded by a Partner against a change or stakeholder inside a Client Workspace, visible only to the Partner's staff.

“Subscription Fee”

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

3.Provision of Service & Access Rights

3.1 Access Grant: Subject to full payment of the applicable Subscription Fees (including discounted rates) and strict compliance with these Terms, ChangeOS grants the Client a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during the active subscription or trial term solely for internal business operations (or, for a Partner, for the delivery of change-management services to the clients for whom it has created Client Workspaces).

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

4.Licence & Acceptable Use Restrictions

4.1 Unauthorised Use: You shall not, and shall not permit any third party or authorised user to:

• Reverse engineer, decompile, disassemble, or attempt to derive the source code, trade secrets, prompts, or underlying algorithms of the Service;
• Copy, modify, duplicate, create derivative works from, frame, mirror, or scrape any portion of the Service, including the Learn library and playbook content;
• Rent, lease, resell, distribute, time-share, or commercialise access to the Service to any third party (other than a Partner working inside a Client Workspace in accordance with Section 8);
• Circumvent, disable, or interfere with security measures, AI usage quotas, 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, invite links, API keys (including any AI provider key connected under Section 7.3), and access tokens. The Client accepts full responsibility for all activities occurring under its Account. You must immediately notify ChangeOS upon discovering any unauthorised access or security breach.

5.Subscription Fees, Invoicing & Renewal

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.
• ChangeOS 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 Metered Bands: Plans are sold in bands metered on active changes (in-house plans) or active Client Workspaces (consultancy plans), as defined on the Pricing page at the time of purchase. When a band's limit is reached the Service will not accept new items in that category until the Client completes or cancels existing items or moves to a higher band. The count is computed live and is not a stored balance.

5.3 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.

5.4 Non-Payment & Suspension: If Subscription Fees are overdue or payment fails, ChangeOS reserves the right, after any grace period we choose to offer, to place the Account in a read-only state or suspend access to the Service without liability until full payment is received. Read-only or suspended accounts remain subject to storage and processing fees if applicable.

5.5 Fee Adjustments: ChangeOS 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.Data Integrity, Account Security & Client Backups

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 — including the personal information of the employees and stakeholders it records — and 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. The Excel export exists for this purpose.
• ChangeOS 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: ChangeOS provides no warranty that automated processing, readiness or risk calculations, Excel imports, data exports, or storage within the Service will be error-free, uninterrupted, or immune from data loss.

7.AI Features & Outputs

7.1 Advisory Only: AI Features generate drafts and suggestions using third-party large language models. All outputs are advisory. They may be inaccurate, incomplete, out of date, or unsuitable for your circumstances, and they do not constitute professional, legal, human-resources, employment, medical, or financial advice. The Client is solely responsible for reviewing, verifying, editing, and deciding whether to act on any output, and for every decision affecting its people that follows.

7.2 Quotas & Availability: Use of AI Features on platform credit is subject to fair-use quotas that vary by plan and may be changed, paused, or withdrawn at any time. ChangeOS gives no warranty as to the availability, speed, or quality of any model.

7.3 Bring Your Own Key: Where the Client connects its own AI provider API key, requests made through the Service are sent directly to that provider under the Client's own agreement with the provider. The Client is responsible for the provider's fees, for the security and permissions of the key, and for compliance with the provider's terms. ChangeOS stores the key encrypted, uses it only to fulfil the Client's own requests, and bears no liability for the provider's availability, charges, conduct, or handling of data.

7.4 Processing of Client Data: Prompts sent to a model include the Client Data relevant to the request (for example the change record, stakeholder entries, and assessment results). ChangeOS does not use Client Data to train models and instructs its providers not to do so where the provider offers that control.

8.Consultancy Partners & Client Workspaces

8.1 Creating Client Workspaces: A Partner may create a Client Workspace on behalf of a client. Until ownership is handed over under Section 8.4, the Partner is the Client for the purposes of these Terms in respect of that workspace, is responsible for all Client Data within it, and warrants that it holds the client's authority to process that data in the Service.

8.2 Partner Access: Partner staff reach a Client Workspace through the engagement rather than individual invitations. Partners may perform change-management work but may not alter the workspace's settings, billing, or ownership. Every action taken as a partner is labelled as such in the client's audit trail. The client's owner may end the engagement, and thereby revoke all partner access, at any time without notice to the Partner.

8.3 Partner Notes: Partner Notes are the Partner's own working material. They are not part of the client's Client Data, are never included in the client's exports, AI context, or handover, and are retained in the Partner's vault after an engagement ends for the retention period the Partner configures (default 24 months, after which they are purged). A client may request deletion through the Service; the Partner is responsible for honouring that request and for the lawful content and handling of its notes.

8.4 Handover & Billing Transfer: When an engagement concludes, ownership of a Client Workspace transfers to a nominated client owner through the guided handover flow. A billing transfer takes effect only when the receiving party accepts it and, where required, subscribes; until then Subscription Fees for the workspace remain payable by the Partner. ChangeOS is not a party to any agreement between a Partner and its client, and each of them is responsible for its own obligations under these Terms.

9.Intellectual Property Rights

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

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

10.Confidentiality & Privacy (NZ Privacy Act 2020)

10.1 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.

10.2 Privacy Compliance: ChangeOS 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. Read the Privacy Policy.

11.Service Availability, Maintenance & Support Disclaimers

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

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

12.Disclaimers of Warranties (Exclusion of CGA 1993)

12.1 "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.

12.2 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.

12.3 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.

13.Limitation of Liability & Director Protection

13.1 Absolute Director & Owner Immunity: To the fullest extent permitted by law, no Director, shareholder, officer, employee, contractor, agent, or founder of ChangeOS 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.

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

• Loss of profits, revenue, or business opportunities;
• Loss, corruption, or degradation of Client Data;
• Any decision taken, or not taken, in reliance on an output of the AI Features;
• 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.

13.3 Maximum Aggregate Liability Cap (Including Discounted Accounts): If, notwithstanding the provisions of this Section 13, liability is imposed on ChangeOS by a court of competent jurisdiction, ChangeOS' 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 ChangeOS in the three (3) months preceding the event giving rise to the claim. For zero-fee, trial, or 100%-discounted accounts, total liability is capped at $0.

13.4 Indemnity: The Client agrees to indemnify, defend, and hold harmless ChangeOS 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, including personal information about the Client's staff and stakeholders;
• Client's use of AI outputs; or
• Client's misuse of the Service or violation of Applicable Law.

14.Suspension & Termination

14.1 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.

14.2 Termination by ChangeOS: 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.

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

15.Dispute Resolution, Governing Law & Jurisdiction

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

15.2 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.

15.3 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.

16.Amendments to Terms & General Legal Provisions

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

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

16.3 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.

16.4 Force Majeure: ChangeOS 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.