Terms and Conditions of Service

1. The Service

SkillBook is a cloud-based software-as-a-service platform for managing, organising, and deploying AI skills and related content. The Service is provided on a subscription basis as described on our website or as otherwise agreed in writing between you and Telos.

1. 1.1 The Service is hosted and delivered over the internet. You are responsible for maintaining a suitable internet connection and any equipment or software required to access the Service.
2. 1.2 We may update, modify, or enhance the Service from time to time. We will endeavour to notify you of any material changes, but we are not obliged to maintain any particular feature or functionality.
3. 1.3 The Service is offered by Telos NZ Limited, a company registered in New Zealand. Our contact details are available on our website at telosready.com.

2. Your Account

1. 2.1 To use the Service, you must create an account and provide accurate and complete registration information. You are responsible for keeping your account credentials secure and for all activity that occurs under your account.
2. 2.2 You must notify us promptly if you become aware of any unauthorised access to or use of your account.
3. 2.3 You may invite other users to access the Service through your subscription. You are responsible for ensuring that all users you invite comply with these Terms. You control who has access to your account and your data within the Service at all times.

3. Your Data

1. 3.1 You own your data. All data, content, and information that you or your authorised users upload, enter, or otherwise provide to the Service (Customer Data) remains your property at all times. Nothing in these Terms transfers ownership of your Customer Data to Telos or any third party.
2. 3.2 You control access to your Customer Data. You decide who may access, view, edit, or delete your Customer Data within the Service. We will not share your Customer Data with any third party except as strictly necessary to provide the Service, as required by law, or with your prior written consent.
3. 3.3 We will take reasonable steps to protect your Customer Data from unauthorised access, loss, or damage. However, no system is completely secure, and we cannot guarantee absolute security.
4. 3.4 You grant us a limited, non-exclusive licence to use your Customer Data solely for the purpose of providing the Service to you. This licence terminates when your subscription ends and your Customer Data has been deleted in accordance with these Terms.
5. 3.5 If your subscription ends for any reason, we will make your Customer Data available for export for a period of 30 days following termination. After that period, we may delete your Customer Data permanently. It is your responsibility to export your data within this period.
6. 3.6 You are responsible for ensuring that your Customer Data does not infringe the rights of any third party and complies with all applicable laws, including the Privacy Act 2020 (NZ).

4. Use of Artificial Intelligence

1. 4.1 The Service incorporates artificial intelligence (AI) technologies, including large language models and other machine learning systems, to provide its features and functionality. You acknowledge and agree that the Service uses AI as a core component.
2. 4.2We will not use your Customer Data to train, fine-tune, or improve any AI model, whether our own or any third party's. Your Customer Data is used solely to provide the Service to you and is not used for any other purpose.
3. 4.3 AI-generated outputs may not always be accurate, complete, or free from error. You are responsible for reviewing, verifying, and validating any output generated by the Service before relying on it for any purpose. We do not warrant the accuracy or reliability of any AI-generated output.
4. 4.4 We may use third-party AI service providers to deliver elements of the Service. Where we do so, we ensure that those providers are bound by obligations consistent with these Terms, including in relation to the protection and non-use of your Customer Data for training purposes.
5. 4.5 You acknowledge that AI technologies are evolving and that the behaviour, capabilities, and output of AI systems may change over time. We will endeavour to keep you informed of any material changes to the AI technologies used in the Service.

5. Subscription and Payment

1. 5.1 Access to the Service requires a paid subscription unless otherwise agreed. Subscription plans, pricing, and payment terms are as published on our website or as agreed in a separate written agreement.
2. 5.2 All fees are quoted in US dollars unless otherwise stated, and are exclusive of GST. GST will be added where applicable.
3. 5.3We may change our pricing at any time by giving you at least 30 days' written notice. If you do not agree to a price change, you may cancel your subscription before the new pricing takes effect.
4. 5.4 If payment is not received by the due date, we may suspend or restrict your access to the Service until payment is made. We will give you reasonable notice before doing so.

6. Acceptable Use

When using the Service, you agree not to:

1. 6.1 use the Service for any unlawful purpose or in violation of any applicable law or regulation;
2. 6.2 upload or transmit any content that is harmful, offensive, defamatory, or that infringes the rights of any third party;
3. 6.3attempt to gain unauthorised access to the Service, other users' accounts, or any systems or networks connected to the Service;
4. 6.4 interfere with or disrupt the integrity or performance of the Service;
5. 6.5 reverse-engineer, decompile, or disassemble any part of the Service; or
6. 6.6 resell, sublicense, or make the Service available to any third party other than your authorised users, without our prior written consent.

7. Intellectual Property

1. 7.1 We (or our licensors) own all intellectual property rights in the Service, including all software, designs, interfaces, documentation, and branding. Nothing in these Terms grants you any right, title, or interest in the Service other than the limited right to use it in accordance with these Terms.
2. 7.2 You retain all intellectual property rights in your Customer Data.
3. 7.3 Any feedback, suggestions, or ideas you provide to us about the Service may be used by us without restriction or obligation to you.

8. Confidentiality

1. 8.1Each party agrees to keep the other party's confidential information strictly confidential and not to disclose it to any third party, except as required by law or with the other party's prior written consent.
2. 8.2Confidential information does not include information that is publicly available, was already known to the receiving party, or was independently developed without reference to the other party's confidential information.

9. Disclaimers and Limitation of Liability

1. 9.1The Service is provided on an “as is” and “as available” basis. To the maximum extent permitted by law, Telos makes no warranties, representations, or guarantees of any kind, whether express, implied, or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, availability, accuracy, or non-infringement.
2. 9.2 We do not warrant that the Service will be uninterrupted, error-free, secure, or free from viruses or other harmful components.
3. 9.3To the maximum extent permitted by law, Telos's total aggregate liability to you for any and all claims arising out of or in connection with these Terms or the Service, whether in contract, tort (including negligence), statute, or otherwise, shall not exceed the total fees paid by you to Telos in the 12 months immediately preceding the event giving rise to the claim.
4. 9.4 To the maximum extent permitted by law, Telos shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, business opportunities, or goodwill, whether arising out of contract, tort, negligence, or any other legal theory, even if Telos has been advised of the possibility of such damages.
5. 9.5 Nothing in these Terms excludes or limits liability that cannot be excluded or limited under New Zealand law, including the Consumer Guarantees Act 1993 (to the extent it applies) and the Fair Trading Act 1986.
6. 9.6 You acknowledge that the Service uses AI technology and that AI outputs may be inaccurate. Telos accepts no liability for any loss or damage arising from your reliance on AI-generated content without independent verification.

10. Indemnity

You agree to indemnify and hold harmless Telos, its directors, officers, employees, and agents from and against any claims, losses, damages, liabilities, and expenses (including reasonable legal fees) arising out of or in connection with your use of the Service, your breach of these Terms, or your violation of any applicable law or the rights of any third party.

11. Privacy

1. 11.1 We collect, use, and store personal information in accordance with the Privacy Act 2020 (NZ) and our Privacy Policy, which is available on our website.
2. 11.2 You are responsible for ensuring that any personal information you provide through the Service has been collected and is being used in accordance with all applicable privacy laws.

12. Term and Termination

1. 12.1 These Terms commence when you first access the Service and continue for the duration of your subscription, unless terminated earlier in accordance with this clause.
2. 12.2Either party may terminate these Terms by giving 30 days' written notice to the other party.
3. 12.3 We may terminate or suspend your access to the Service immediately, without prior notice, if you breach any material provision of these Terms, fail to pay any fees when due (and do not remedy the failure within 14 days of notice), or become insolvent or enter into any form of insolvency administration.
4. 12.4 On termination, your right to access and use the Service ceases immediately (subject to the data export period described in clause 3.5). Clauses that by their nature are intended to survive termination will continue to apply, including clauses 3 (Your Data), 7 (Intellectual Property), 8 (Confidentiality), 9 (Disclaimers and Limitation of Liability), 10 (Indemnity), and 14 (Governing Law).

13. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay is caused by circumstances beyond that party's reasonable control, including but not limited to natural disasters, acts of government, pandemics, internet or telecommunications failures, or cyberattacks.

14. Governing Law and Disputes

1. 14.1 These Terms are governed by and construed in accordance with the laws of New Zealand.
2. 14.2 The parties submit to the exclusive jurisdiction of the courts of New Zealand for the resolution of any disputes arising out of or in connection with these Terms.
3. 14.3 Before commencing any court proceedings, the parties agree to attempt to resolve any dispute through good faith negotiation for a period of at least 20 business days.

15. General

1. 15.1 These Terms constitute the entire agreement between you and Telos in relation to the Service and supersede all prior agreements, representations, or understandings, whether written or oral.
2. 15.2 We may amend these Terms from time to time by posting updated terms on our website or by notifying you directly. Your continued use of the Service after such changes constitutes your acceptance of the amended Terms. If you do not agree to the amended Terms, you must stop using the Service and cancel your subscription.
3. 15.3 If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
4. 15.4 Our failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision.
5. 15.5 You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to any affiliate or successor entity.
6. 15.6Words like “include” and “including” are not words of limitation.
7. 15.7 Any notice required under these Terms must be in writing and may be delivered by email to the address associated with your account (for notices to you) or to the contact details published on our website (for notices to us).