Terms of Service

These Terms of Service ("Terms") are a binding agreement between QUOTIV LIMITED, a New Zealand company (company number 9444423, NZBN 9429053815293) ("Quotiv", "we", "us"), and the business that registers for or uses the Service ("Customer", "you").

By installing the Quotiv application, creating an account, or using the Service, you agree to these Terms. If you do not agree, do not use the Service.

These Terms are for business use only. The Service is offered solely to businesses acting in trade. It is not offered to consumers.

1. Definitions

"AI Output" means any quote, price, description, recommendation, summary or other content generated in whole or part by automated or machine-learning systems within the Service.

"Customer Data" means all data, content and information that you or your End Customers submit to, or that the Service generates on your behalf within, your account with Quotiv — including product catalogues, pricing, End Customer records, quotes and acceptance records.

"DPA" means the Quotiv Data Processing Addendum at quotiv.io/dpa, as updated from time to time.

"End Customer" means a customer or prospective customer of yours to whom you issue a quote using the Service.

"Order" means the plan, tier and subscription you select, whether through the Shopify App Store or directly with us.

"Privacy Policy" means the Quotiv Privacy Policy at quotiv.io/privacy, as updated from time to time.

"Service" means the Quotiv quoting application, including any Shopify-embedded application, web application, APIs, and related documentation and support.

"Shopify Billing" means Shopify's application billing facility.

"Website" means quotiv.io and its subdomains, including the on-site AI assistant.

2. The Service and eligibility

2.1 Licence. Subject to these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Service for your internal business purposes during the term.

2.2 Eligibility. You represent that you are a business acting in trade, that the individual accepting these Terms is at least 18 and authorised to bind you, and that your use complies with all laws applicable to you.

2.3 Shopify. Where you access the Service through Shopify, your use is additionally subject to your agreement with Shopify. Shopify is not a party to these Terms. We are not responsible for the Shopify platform, and interruptions or changes to Shopify's APIs may affect the Service.

2.4 Changes to the Service. We may modify, add to or discontinue features. We will not materially degrade the core quoting functionality of a paid tier during a paid period without notice under clause 16.

2.5 The Website and on-site assistant. These Terms also govern your use of the Website. The Website includes an AI assistant provided as a sales and support convenience. It is not a secure channel and must not be used to send confidential, sensitive or personal information. Conversations with the assistant are retained and processed as described in the Privacy Policy. Responses from the assistant are informational only, do not form part of the Service, and do not vary these Terms, our pricing, or any commitment we make to you.

2.6 Shopify permissions, data and uninstallation. Where you install the Quotiv app for Shopify, you authorise us to access the scopes the app requests at installation — currently customer read and write, product read, location read, shipping read, and draft order write — for the purposes described in the Privacy Policy. We do not modify your theme code through the Shopify Asset API. We handle Shopify's mandatory customer data request, customer redaction and shop redaction webhooks. You acknowledge that uninstalling the app triggers Shopify-mandated deletion of shop-linked data, that this deletion is outside our control and takes precedence over the export period in clause 14.5, and that you must export any data you need before uninstalling.

3. Accounts and security

3.1 You are responsible for all activity under your account, for maintaining the confidentiality of credentials, and for the acts and omissions of your users.

3.2 You must notify us promptly at security@quotiv.io if you become aware of unauthorised access to your account.

3.3 You must not share credentials between individuals. User-based limits, where they apply to your tier, are per named individual.

4. Fees, billing and taxes

4.1 Plans. Fees are those set out for your selected tier at the time of your Order. Fees are stated and charged in US dollars (USD).

4.2 Shopify-billed subscriptions. Where you subscribe through the Shopify App Store, charges are collected by Shopify through Shopify Billing under your agreement with Shopify, and Shopify's billing, refund and cancellation mechanics apply to collection. We remain responsible to you for provision of the Service.

4.3 Directly billed subscriptions. Where you subscribe directly, fees are payable in advance by the method you provide. We do not receive or store payment card numbers; card data is handled by our payment provider.

4.4 Renewal. Subscriptions renew automatically for successive periods equal to the initial period unless cancelled 14 days before the end of the then-current period.

4.5 Price changes. We may change fees effective at the start of your next renewal period, on at least 30 days' notice. If you do not accept the change, you may cancel before it takes effect.

4.6 Taxes. Fees are exclusive of taxes except where a collecting party is required to include them. Where we bill you directly, you are responsible for any applicable sales, use, GST, VAT or similar taxes, other than taxes on our income. Supplies made by us from New Zealand to non-residents are generally zero-rated for NZ GST.

4.7 Refunds. Except where required by law or expressly stated in these Terms, fees are non-refundable and there are no refunds for partial periods or unused capacity. This does not apply where we terminate your subscription other than for your breach, or where you terminate for our material breach, in which case we will refund prepaid fees for the unused period.

4.8 Non-payment. We may suspend the Service under clause 14.2 if fees are overdue and remain unpaid 14 days after written notice regarding the overdue fees.

5. Acceptable use

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

(a) use the Service in breach of law, or to send unlawful, deceptive, infringing or harassing content; (b) upload data you lack the right or lawful basis to provide to us; (c) reverse engineer, decompile or attempt to derive source code, except to the extent that restriction is unenforceable under applicable law; (d) resell, white-label or provide the Service to third parties as a service bureau, unless expressly agreed in writing; (e) use the Service to build a competing product, or to benchmark it for publication without our consent; (f) circumvent usage limits, rate limits or access controls, or use automated means to extract data at a scale that degrades the Service for others; (g) upload material containing malware or designed to disrupt the Service; or (h) submit health information, government identifiers, biometric data, or payment card numbers to the Service or the Website, or any other special category or sensitive personal information. The Service is not designed for that data.

5.2 We may investigate suspected breaches and take proportionate action, including suspension under clause 14.2.

5.3 If you submit data prohibited by clause 5.1(h), you do so in breach of these Terms and at your own risk, and clause 12.4 applies to any claim arising from it.

6. Customer Data and privacy

6.1 Ownership. As between the parties, you own all right, title and interest in Customer Data. We claim no ownership in it.

6.2 Licence to us. You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, display, process and otherwise use Customer Data solely to provide, secure, support and maintain the Service, and as otherwise permitted by these Terms and the DPA.

6.3 Your responsibility for your data. You represent and warrant that you have all rights, consents and lawful bases necessary for us to process Customer Data as contemplated, including in respect of personal information about your End Customers, and that your privacy notices adequately disclose that processing — including that quotes and pricing content are generated with the assistance of AI systems, that quote acceptance records capture the signer's name and signature, acceptance time, IP address, browser information and purchase order details, and that Quotiv is a recipient of that information.

6.4 Privacy Policy. The Privacy Policy describes how we handle personal information across the Services, and is incorporated into these Terms by reference. As it states, where a Customer uses the Service to process information about its own customers, the Customer decides why and how that information is used and we process it on the Customer's behalf; for our own operations, we determine the purposes. The Privacy Policy is a notice to individuals: it does not grant you contractual rights, which are those in these Terms and the DPA.

6.5 Data Processing Addendum. The DPA is incorporated into these Terms by reference and applies to all personal information we process on your behalf. Where the DPA conflicts with these Terms in relation to that personal information, the DPA prevails.

6.6 Service data and aggregated insights. We may use aggregated and de-identified data derived from use of the Service to operate, secure, analyse and improve it, and to produce statistics. Such data will not identify you, your End Customers or any individual, and will not contain your personal information; we will not attempt to re-identify it; and we will not disclose it in a form that does. We do not use Customer Data for our own purposes. This right is exercised consistently with the DPA and with the statement in the Privacy Policy that we do not sell Customer or End Customer personal information and do not use it for cross-context behavioural advertising.

6.7 AI providers and model training. We do not use Customer Data to train machine-learning models. We contract with our AI sub-processors on terms that prohibit them from doing so, and we review those terms before engaging an AI sub-processor and periodically thereafter.

6.8 End Customer privacy requests. You are solely responsible for responding to any request from an End Customer to access, correct, delete, restrict, port or object to the processing of their personal information. As stated in the Privacy Policy, we will refer any such request we receive to you. We will assist you as required by the DPA; assistance beyond that required by law is chargeable at our then-current rates.

6.9 Sub-processors. We use sub-processors to provide the Service, including providers of hosting, databases, security, monitoring, analytics, email, support and AI services. We engage each of them under data protection terms and remain responsible to you for their performance. The current list of sub-processors is at Annex III of the DPA, and clause 5 of the DPA governs sub-processor authorisation, notice and objection.

7. Artificial intelligence — accuracy and your responsibility

7.1 The Service generates AI Output. Quotes, prices, product descriptions, recommendations and similar content may be produced by automated and machine-learning systems, including third-party AI service providers as described in the Privacy Policy. When AI features are used, relevant instructions, conversation, Customer Data and the minimum necessary content may be sent to those providers.

7.2 AI Output is a draft, not a decision. AI Output is provided to assist you. It may be inaccurate, incomplete, out of date, or inappropriate to the circumstances. It is not a recommendation, professional advice, valuation, or a representation by us that any price, figure or description is correct or commercially suitable.

7.3 You must review before issuing. You are solely responsible for reviewing, verifying and approving all AI Output — in particular every price, quantity, discount, tax figure, total and term — before issuing any quote to an End Customer or otherwise relying on it. The Service provides the means to review and edit AI Output before it is sent.

7.4 You own the quotes you issue. Any quote you issue is your document and your commercial offer. As between the parties, you are responsible for its content and for any obligation you incur to an End Customer, including where a quote contains an error originating in AI Output.

7.5 No warranty of accuracy. To the maximum extent permitted by law, we make no warranty that AI Output will be accurate, error-free, or fit for any purpose, and clause 13 applies to any claim arising from it.

7.6 Similar output. AI systems may generate similar or identical output for different customers. We do not warrant that AI Output is unique or original to you.

7.7 Assumption of risk. You acknowledge that generative AI systems can and do produce plausible but incorrect output, that this is an inherent characteristic of the technology and not a defect in the Service, and that the review obligation in clause 7.3 is the control that manages it. To the maximum extent permitted by law, you assume all risk arising from AI Output and from every quote you issue, including any mispricing, omission, miscalculation, incorrect tax treatment, or incorrect specification, and including any resulting obligation to honour a quote, any loss of margin, and any claim by an End Customer. You will not bring any claim against us in respect of that risk.

8. Intellectual property

8.1 Ours. We and our licensors own all right, title and interest in the Service, including all software, models, interfaces, documentation, and the Quotiv name, logo and marks. Except for the licence in clause 2.1, no rights are granted.

8.2 Feedback. If you give us suggestions or feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use it without restriction or obligation to you. We will not identify you as the source without your consent.

8.3 Your marks. We will not use your name or logo to identify you as a customer without your prior written consent, which you may revoke at any time by notice.

9. Third-party services

9.1 The Service integrates with third-party services, including Shopify and the AI service providers described in the Privacy Policy. Your use of a third-party service is governed by that provider's terms.

9.2 We are not responsible for third-party services and do not warrant their availability, security, accuracy or output. Changes, outages, deprecations, price changes, rate limits, policy changes or termination by a third-party provider may degrade or interrupt the Service, and we have no liability to you for any of them, including where the change forces us to remove or alter a feature.

10. Confidentiality

10.1 Each party may receive non-public information of the other that is marked confidential or would reasonably be understood to be confidential ("Confidential Information"). Customer Data is your Confidential Information. Non-public aspects of the Service, and our pricing for non-public tiers, is our Confidential Information.

10.2 The receiving party will protect Confidential Information with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and contractors who need it and are bound by comparable obligations.

10.3 These obligations do not apply to information that is or becomes public without breach, was already known free of obligation, is independently developed, or is lawfully received from a third party. A party may disclose Confidential Information where legally compelled, giving prompt notice where lawful.

11. Warranties

11.1 We warrant that we will provide the Service with reasonable care and skill.

11.2 Disclaimer. Except as expressly stated in these Terms and to the maximum extent permitted by law, the Service is provided "as is" and "as available", and we disclaim all other warranties, express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty that the Service will be uninterrupted, error-free, secure, or that it will meet your requirements, and any warranty that Customer Data will not be lost or corrupted.

11.3 No uptime commitment. We do not currently offer a service level agreement or uptime guarantee.

11.4 Security commitments. Our security obligations are those in the DPA and the measures described in the Privacy Policy. Those are descriptions of the measures we apply; they are not, and must not be read as, a warranty or guarantee that the Service or any data will be free from unauthorised access, loss or corruption. Our breach notification obligations are those in the DPA and under applicable law, and are our sole obligations on notification.

11.5 Beta and preview features. Features labelled beta, preview, trial or early access are provided for evaluation only, without warranty of any kind, may be changed or withdrawn at any time, and are excluded from clause 11.1. We have no liability arising from them.

12. Indemnities

12.1 Our IP indemnity. We will defend you against, and indemnify you for, any third-party claim alleging that the Service as provided by us, or your use of the Service in accordance with these Terms, infringes that third party's intellectual property rights. We will pay damages finally awarded against you and amounts we agree in settlement, provided you promptly notify us, give us sole control of the defence, and reasonably cooperate.

12.2 Exclusions. Clause 12.1 does not apply to claims arising from Customer Data, AI Output, your quotes, use in breach of these Terms, combination with anything not supplied by us, or modifications not made by us.

12.3 Remedies. If the Service is or may be subject to such a claim, we may at our option procure the right to continue use, modify or replace the Service, or terminate the affected subscription and refund prepaid fees for the unused period.

12.4 Your indemnity. You will indemnify, defend and hold harmless Quotiv, its directors, employees, contractors and suppliers against any and all claims, demands, proceedings, investigations, losses, damages, fines, penalties, liabilities and costs (including legal costs on a full indemnity basis) arising out of or in connection with:

(a) Customer Data, including any allegation that you lacked the rights, consents or lawful basis required by clause 6.3; (b) any quote you issue or that is issued from your account, including a quote containing an error originating in AI Output, and any contract, obligation or dispute arising between you and an End Customer; (c) any claim, complaint or regulatory request by or on behalf of an End Customer, including privacy requests within clause 6.8; (d) your breach of clause 5 (acceptable use), clause 6.3, or clause 5.1(h) (prohibited data); (e) your breach of applicable law, including privacy, consumer, tax and electronic messaging law; (f) your use of the Service in any way not expressly permitted by these Terms; and (g) any act or omission of your users or personnel.

This clause survives termination, applies whether or not a claim is ultimately successful, and is not subject to the cap in clause 13.2. This clause does not apply to the extent the claim arises out of our own fraud, gross negligence, wilful misconduct, or breach of these Terms.

12.5 Clause 12.1 states our sole liability, and your exclusive remedy, for intellectual property infringement claims.

13. Limitation of liability

13.1 Excluded loss. To the maximum extent permitted by law, neither party is liable for any indirect, incidental, special, consequential or punitive loss, or for loss of profits, revenue, anticipated savings, goodwill, business opportunity, or loss or corruption of data, however arising and whether or not the party was advised of the possibility. This clause does not apply to liability arising from infringement of the other party's intellectual property.

13.2 Our cap. To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with these Terms, the Service, the Website, the Privacy Policy and the DPA, whether in contract, tort (including negligence), under statute or otherwise, is limited to the greater of (a) the total fees paid by you for the Service in the 12 months immediately preceding the first event giving rise to liability, and (b) US$100.

13.3 Matters we are not liable for. To the maximum extent permitted by law, we have no liability whatsoever for:

(a) the content, accuracy, pricing, tax treatment or legal effect of any quote issued through the Service, or any contract formed between you and an End Customer; (b) AI Output, including any decision you make in reliance on it, per clauses 7.2 to 7.7; (c) any act, omission, outage, change or termination by a third-party service, including Shopify and the AI service providers described in the Privacy Policy; (d) loss, corruption or unavailability of Customer Data, save to the extent caused by our breach of the DPA; (e) any business decision you make, or commercial outcome you obtain or fail to obtain, using the Service; (f) beta or preview features under clause 11.5, and free or trial subscriptions; or (g) any use of the Service in breach of these Terms.

13.4 Your assumption of liability. To the maximum extent permitted by law, you accept responsibility and liability, as between the parties, for all consequences of your use of the Service and the Website — including all quotes you issue, all Customer Data you submit, all obligations you incur to End Customers, and all acts and omissions of your users. Clause 12.4 gives effect to this allocation.

13.5 Carve-outs. Clauses 13.1 to 13.4 do not limit liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) either party's indemnity obligations under clause 12; (d) wilful misconduct; or (e) any liability that cannot lawfully be limited or excluded.

13.6 Time limit for claims. To the maximum extent permitted by law, you must bring any claim arising out of or in connection with these Terms within 12 months after the date on which you first became aware, or ought reasonably to have become aware, of the circumstances giving rise to it. Claims brought after that period are barred.

13.7 Basis of the bargain. You acknowledge that the fees reflect the allocation of risk in these Terms, that this allocation — including clauses 7.7, 12.4, 13.2, 13.3 and 13.4 — is a material inducement to us providing the Service at these fees, and that we would not provide the Service on these fees without these limits. You acknowledge you have had the opportunity to obtain independent legal advice and to negotiate an alternative allocation at a different price.

13.8 New Zealand consumer law. The parties acknowledge and agree that the Service is supplied and acquired in trade, and that the parties are contracting for business purposes. To the maximum extent permitted by law, the parties agree that the Consumer Guarantees Act 1993 and sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 do not apply in connection with these Terms. The parties agree it is fair and reasonable to be bound by this clause.

13.9 Australian consumer law. Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy under the Australian Consumer Law that cannot lawfully be excluded. Where our liability under the ACL may be limited, it is limited, at our option, to resupplying the Service or paying the cost of resupply.

13.10 Severability of this clause. Each sub-clause of clause 13 operates independently. If any sub-clause is held unenforceable in whole or part, it is severed or read down to the minimum extent necessary and the remaining sub-clauses continue in full force.

14. Term, suspension and termination

14.1 Term. These Terms apply from the date you first use the Service until all subscriptions have expired or been terminated.

14.2 Suspension. We may suspend all or part of the Service immediately where reasonably necessary to protect the Service or other customers, where required by law or by Shopify, where you materially breach clause 5, or where fees are overdue under clause 4.8. We will give notice where practicable and restore the Service promptly once the cause is resolved. We have no liability for any loss arising from a suspension made in accordance with this clause.

14.3 Termination for convenience. You may cancel at any time, effective at the end of the then-current billing period. We may terminate a free or trial subscription at any time on notice.

14.4 Termination for cause. Either party may terminate on written notice effective immediately if the other materially breaches and fails to cure within 30 days of notice, or becomes insolvent or subject to liquidation, receivership or an equivalent process.

14.5 Effect. On termination, your right to use the Service ends. You may export Customer Data using the Service's export functionality until the end of the then-current billing period, or by contacting us within that period, except where the Service was installed through Shopify and you uninstall it — in that case Shopify's shop redaction process governs and deletion may occur sooner, as set out in clause 2.6. After the applicable period we will delete or de-identify Customer Data in accordance with the DPA, except where retention is required by law, for accounting, security or transaction records, or for backup cycles that expire in the ordinary course, consistent with the Privacy Policy. Exporting your data before uninstalling, and within the applicable window, is your responsibility, and we have no liability for data not exported in time.

14.6 Survival. Clauses 1, 2.6, 5.3, 6.1, 6.3, 6.4, 6.6, 6.8, 7.4, 7.7, 8, 10, 11.2, 11.4, 12, 13, 15 and 17 survive termination.

15. Governing law and disputes

15.1 These Terms are governed by the laws of New Zealand, without regard to conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

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

15.3 Before commencing proceedings (other than for urgent interlocutory relief), a party must give written notice of the dispute and the parties must attempt in good faith to resolve it within 20 working days.

16. Changes to these Terms

16.1 We may update these Terms. For changes that materially and adversely affect you, we will give at least 30 days' notice by email or in-product notice before they take effect. Other changes take effect when posted.

16.2 If you do not accept a material change, your remedy is to stop using and cancel the Service before the change takes effect. Continued use after that date constitutes acceptance.

16.3 We may update the Privacy Policy and the DPA in accordance with their own terms.

17. General

17.1 Notices. Notices to us: sales@quotiv.io. Privacy requests are handled as set out in the Privacy Policy. Notices to you: the email on your account or in-product notice. Notice is deemed given on the next business day after sending.

17.2 Assignment. You may not assign these Terms without our written consent, not to be unreasonably withheld. We may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all assets.

17.3 Force majeure. Neither party is liable for failure to perform (other than to pay money) caused by events beyond its reasonable control.

17.4 No partnership. Nothing creates a partnership, joint venture, agency or employment relationship.

17.5 Entire agreement. These Terms, together with the DPA, the Privacy Policy and any Order, are the entire agreement and supersede all prior discussions. Any terms in your purchase order or vendor forms are of no effect.

17.6 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the remainder continues in force.

17.7 Waiver. A failure to enforce a provision is not a waiver of it.

17.8 Third-party rights. Except as stated in clause 12.4 (which is enforceable by the persons named in it), no person other than the parties has any right to enforce these Terms under the Contract and Commercial Law Act 2017 or otherwise.

17.9 Order of precedence. If there is a conflict, the following order applies: (a) the DPA, in respect of personal information we process on your behalf; (b) a signed Order; (c) these Terms; (d) the Privacy Policy. The Privacy Policy is a notice to individuals describing our practices; it does not create contractual obligations to you beyond those in these Terms and the DPA.

Contact: QUOTIV LIMITED (NZ company number 9444423) · sales@quotiv.io