Terms of Service

1 About these terms

These Terms of Service form a contract between AMEA Ventures Limited, trading as Dashly, and the customer identified in an order, proposal, statement of work or Stripe checkout

By purchasing, signing a proposal, approving a statement of work or using a Dashly service, you confirm that you are authorised to act for the customer and agree to these terms

If an agreed proposal or statement of work conflicts with these terms, the more specific document controls for that service

2 Business use

Dashly services are designed for businesses and are supplied for business purposes

Where both parties are in trade, they agree that the Consumer Guarantees Act 1993 does not apply to the extent contracting out is lawful, fair and reasonable. Nothing in these terms excludes rights or remedies that cannot legally be excluded, including applicable obligations under the Fair Trading Act 1986

3 Services and scope

Dashly may provide workflow discovery, system design, configuration, automation, integrations, AI-enabled features, documentation, training, support and optimisation

• The exact deliverables, assumptions, timeline and acceptance criteria are those stated in the applicable order or proposal
• Anything outside that scope requires written agreement and may involve additional fees
• Timelines are estimates unless expressly agreed as fixed
• Dashly may use employees and suitably qualified contractors while remaining responsible for the contracted service

4 AI-enabled features

AI outputs can be incomplete, inaccurate or unsuitable for a particular decision. You must apply appropriate human review before relying on outputs that affect customers, staff, finances, legal obligations, safety or other material business matters

Dashly does not provide legal, accounting, employment, medical or financial advice. You remain responsible for decisions made using the system and for checking that your use is lawful and appropriate

5 Your responsibilities

You agree to provide accurate information, timely decisions and the access reasonably needed to perform the services. You must nominate an authorised decision-maker, maintain required third-party accounts and subscriptions, protect credentials, review workflows before release and use the service lawfully

You must not provide sensitive or restricted personal information for AI processing unless the parties have expressly agreed suitable safeguards

6 Fees payment and tax

Prices are in New Zealand dollars unless stated otherwise. AMEA Ventures Limited is not currently GST-registered and does not presently charge GST. If that status changes, any tax treatment for future purchases or renewals will be disclosed before it applies

Payments are processed through Stripe or another stated provider. You authorise the charges shown at checkout or in the applicable order. Third-party software, model usage, messaging, hosting and other consumables are excluded unless expressly included

Overdue undisputed amounts may pause work after reasonable notice. You are responsible for reasonable recovery costs where permitted by law

7 Packages subscriptions and renewal

Dashly Ignition

Ignition is a one-off setup for the defined workflow. Work begins after payment and receipt of the information and access needed for delivery

Dashly Momentum

Unless an order says otherwise, Momentum comprises 12 monthly payments and an initial 12-month service term. It does not renew for a further fixed term without agreement. Dashly intends to give a renewal notice approximately 30 days before the end of the term

A cancellation request during the initial term prevents renewal but does not remove charges already due for that fixed term, except where these terms or mandatory law give you a right to terminate

Operating Core

Operating Core is separately scoped and begins only when the parties accept a written proposal or statement of work

8 Changes cancellations and refunds

You may request a scope change in writing. Dashly will explain any effect on fees, timing or dependencies before the change is accepted

For one-off work cancelled before delivery begins, Dashly may refund the amount paid less non-refundable processing costs and any agreed preparatory work. Once work has begun, change-of-mind refunds are not available, but Dashly will provide any remedy required by law or expressly agreed in writing

If Dashly materially breaches the agreement and does not remedy the breach within a reasonable period after written notice, you may terminate the affected service and seek any remedy available under the agreement or applicable law

9 Customer data and ownership

You retain ownership of your business data, content, branding, credentials and materials. Subject to full payment, you also own the customer-specific workflow documentation, configurations and bespoke deliverables identified for handover

Dashly retains ownership of its pre-existing methods, templates, reusable code, general know-how and tools. Dashly grants you a continuing licence to any such Dashly material embedded in a paid deliverable as reasonably required to use that deliverable

Third-party products remain subject to their own licences. You grant Dashly a limited right to use customer materials only to provide, secure and improve the contracted service

10 Confidentiality and privacy

Each party must protect the other's confidential information and use it only for the agreement, except where disclosure is authorised or required by law

Dashly handles personal information in accordance with its Privacy Policy and the Privacy Act 2020. Where a project requires more detailed data-processing terms, the parties may agree them separately

11 Third-party services

Dashly systems may depend on services such as Stripe, cloud hosting, communications platforms, business software and AI model providers. Those services may change, experience outages or apply separate terms and charges

Dashly will use reasonable care when selecting and configuring third-party services but is not responsible for events outside its reasonable control. If a material provider becomes unavailable, Dashly will discuss a practical alternative and any resulting scope or cost change

12 Service standards and support

Dashly will perform its services with reasonable care and skill. Unless expressly agreed, the service is not guaranteed to be uninterrupted, error-free or suitable for every use case, and projected time savings are illustrative rather than guaranteed

You must notify Dashly promptly of an issue and provide enough information to investigate. Dashly will use reasonable efforts to remedy defects within its responsibility

13 Liability

Neither party is liable for indirect or consequential loss, loss of profit, loss of opportunity or loss caused by the other party's failure to meet its responsibilities, except where liability cannot lawfully be excluded

To the maximum extent permitted by law, Dashly's total liability arising from an affected service is limited to the fees paid for that service during the six months before the event giving rise to the claim

This limitation does not apply to fraud, wilful misconduct, breach of confidentiality, infringement of the other party's intellectual property, or liability that cannot lawfully be limited

14 Suspension and termination

Dashly may suspend access where reasonably necessary to address a security risk, unlawful use, serious misuse or overdue undisputed payment, after giving notice where practicable

Either party may terminate for a material breach that is not remedied within 14 days of written notice, or immediately for insolvency, serious unlawful conduct or an urgent security risk

On termination, amounts already due remain payable. Dashly will provide a reasonable export or handover of paid customer-owned materials, subject to security, third-party limitations and payment of any agreed transition work

15 Disputes and New Zealand law

Please contact info@kantotalks.com first so the parties can try to resolve a concern in good faith. If it is not resolved, either party may propose mediation before starting court proceedings, except where urgent relief is needed

These terms are governed by New Zealand law and the New Zealand courts have non-exclusive jurisdiction

16 General terms

Neither party is responsible for delay caused by events beyond its reasonable control. You may not transfer the agreement without Dashly's written consent, which will not be unreasonably withheld. If part of these terms is unenforceable, the remaining terms continue

Dashly may update these website terms for future purchases. A material change affecting an active fixed-term service will apply only where agreed or required by law