Terms of Service

1.1. “Platform” means the Twio software-as-a-service application, website, APIs, and related services.

1.2. “User” means any individual or entity that registers for or uses the Platform.

1.3. “Client” means an end consumer or other person whose information you upload to or process through the Platform.

1.4. “Content” means any data, information, text, files, documents, emails, attachments, or material submitted, uploaded, generated, or processed through the Platform by or on behalf of the User, including Client data.

1.5. “Privacy Policy” means the Twio Privacy Policy as updated from time to time, available at /privacy.

1.6. “AI Output” means any text, summary, classification, extraction, draft, suggestion, or other output generated by the Platform’s AI features.

2.1. The Platform is offered only to:

• Financial Advice Providers (FAPs) licensed by the Financial Markets Authority under the Financial Markets Conduct Act 2013, or Financial Advisers engaged by such a FAP;
• persons registered on the Financial Service Providers Register under the Financial Service Providers (Registration and Dispute Resolution) Act 2008; and
• where applicable to your business, reporting entities registered under the Anti-Money Laundering and Countering Financing of Terrorism Act 2009.

2.2. By registering you warrant that you hold every licence, registration, and authorisation required to carry on mortgage broking or financial advice activities in New Zealand, and that you will continue to hold them throughout your use of the Platform.

2.3. You must provide accurate registration information and keep it current. We may suspend or terminate your account if we cannot verify your licensure or eligibility, or if your authorisation lapses.

2.4. AML/CFT. Twio is not a reporting entity under the Anti-Money Laundering and Countering Financing of Terrorism Act 2009. Our processing of customer due diligence, identification, source-of-funds, or similar documents on your behalf does not discharge any of your obligations under that Act. You remain solely responsible for customer due diligence, ongoing CDD, suspicious activity reporting, and record-keeping.

2.5. You are responsible for all activity carried out under your account credentials. You must keep your credentials confidential and notify us immediately at security@twio.ai of any actual or suspected unauthorised access.

3.1. You are solely responsible for your compliance with all applicable laws, regulations, codes of professional conduct, and licence conditions, including the Financial Markets Conduct Act 2013 (and in particular the duties in section 431D), the Financial Advisers Code of Conduct, the Privacy Act 2020, the Anti-Money Laundering and Countering Financing of Terrorism Act 2009, the Credit Contracts and Consumer Finance Act 2003, and the Fair Trading Act 1986.

3.2. You warrant that, before submitting any Client Information to the Platform, you have obtained all informed consents required by law and professional rules from the relevant Clients, including consents that cover:

• processing of Client Information by a third-party SaaS provider;
• processing through AI providers in the United States and other countries identified in our Privacy Policy;
• storage and retrieval-augmented indexing of email correspondence (where you use the Gmail integration); and
• any other transfer or disclosure contemplated by the Privacy Policy.

3.3. You must ensure all Content you submit is accurate, complete, lawfully obtained, and free from malicious code.

3.4. You will not use the Platform in any manner inconsistent with section 16 (Acceptable Use).

3.5. You will produce, on Twio’s reasonable request, evidence of the consents and authorisations in this section. Failure to do so is a material breach of these Terms.

4.1. The Platform is a software tool. It does not provide financial advice, credit assistance, compliance certification, or regulated “financial advice service” within the meaning of section 11 of the Financial Markets Conduct Act 2013.

4.2. You are, and remain, the sole financial adviser to your Clients. You are exclusively responsible for every recommendation, opinion, application, communication, and outcome delivered to a Client, whether or not assisted by the Platform.

4.3. Nothing on the Platform should be treated as legal, accounting, tax, or compliance advice.

5.1. Working drafts only. AI Output is a working draft for your professional review. It is not financial advice, not a recommendation, and not a substitute for your professional judgement.

5.2. Limitations. AI Output is probabilistic and may contain hallucinations, factual errors, omissions, out-of-date information, misclassifications, or incorrect extractions. Its accuracy depends on the Content you supply and on factors outside our control.

5.3. Your independent review. You must independently review and verify all AI Output before:

• sending any communication to a Client or lender;
• submitting any application or document to a lender;
• relying on the AI Output in any advice or recommendation given to a Client; or
• otherwise acting on it in your business.

5.4. No warranty. We do not warrant the accuracy, completeness, reliability, or fitness for purpose of AI Output. Sections 8 (Limitation of Liability) and 9 (Indemnity) apply to AI Output to the maximum extent permitted by law.

6.1. The Gmail integration is optional. If you connect a Google account, you authorise the Platform to access your Gmail data in accordance with the OAuth scopes you approve and as described in section 5 of the Privacy Policy.

6.2. You represent that you are entitled to grant that access and to use the Platform to process the email content held in the connected mailbox.

6.3. Gmail-derived data is used exclusively for the purposes described in the Privacy Policy (case generation, retrieval-augmented search, draft composition, and sending you initiate). Our use of information received from Google APIs adheres to the Google API Services User Data Policy, including the Limited Use requirements.

6.4. You may revoke access at any time as described in the Privacy Policy. Revocation does not affect Gmail-derived data already imported into your Platform workspace, which remains subject to your retention controls and section 9 of the Privacy Policy.

6.5. You are responsible for ensuring that connecting your Gmail account and processing Client correspondence through the Platform complies with your obligations to Clients, your professional regulator, and applicable privacy law.

7.1. Your Content. You retain all rights in Content you submit. You grant Twio a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, display, process, store, generate derived data from (including embeddings and extractions), and otherwise use Content as reasonably necessary to operate, secure, support, and improve the Platform and to comply with our legal obligations. This licence does not extend to using Content to train foundation AI models that we operate or distribute, and our agreements with third-party AI providers restrict the same.

7.2. Aggregated and anonymised data. We may create de-identified, aggregated, or statistical data from Content (such that no individual or User can be identified) and use that data for any lawful purpose, including improving the Platform and producing industry analytics.

7.3. Platform IP. The Platform, including all software, prompts, models, configurations, classifiers, templates, designs, trade marks, and documentation, is owned by Twio or its licensors. Nothing in these Terms transfers any of those rights to you. You receive only the limited right to use the Platform set out in these Terms.

7.4. Feedback. If you provide suggestions, ideas, or feedback about the Platform, you assign those to Twio without restriction or compensation. We may use them in any way without obligation to you.

7.5. Restrictions. You must not (and must not permit any third party to): (a) reverse engineer, decompile, or disassemble the Platform; (b) scrape, harvest, or extract data from the Platform other than your own Content; (c) use the Platform to build a competing product or service; (d) probe, attack, or test the security of the Platform without written authorisation; (e) circumvent rate limits, access controls, or licence enforcement; or (f) sublicense, resell, or share access to the Platform without our written consent.

8.1. Consumer Guarantees Act 1993 — contracting out. You acknowledge that you acquire the Platform for the purposes of a business (the business of providing mortgage broking and / or financial advice services to your Clients). You and Twio agree to contract out of the Consumer Guarantees Act 1993 to the maximum extent permitted by section 43(2) of that Act. You acknowledge that:

• the Platform is supplied and acquired in trade;
• both parties are in trade;
• the parties have agreed to contract out in writing through these Terms; and
• given the Platform’s pricing, the availability of alternative tools, and the nature of the supply, it is fair and reasonable that the parties contract out of the Consumer Guarantees Act 1993.

If, despite the foregoing, the Consumer Guarantees Act 1993 applies to your acquisition of the Platform, nothing in these Terms limits or excludes any right or remedy you have under that Act.

8.2. Fair Trading Act 1986. Nothing in these Terms excludes, restricts, or modifies any right or remedy under section 9 of the Fair Trading Act 1986 to the extent that any such exclusion would be void under section 5D of that Act.

8.3. Excluded loss. To the maximum extent permitted by law, and subject to sections 8.1 and 8.2, neither party is liable to the other (whether in contract, tort including negligence, equity, statute, or otherwise) for any:

• indirect, special, consequential, exemplary, or punitive loss;
• loss of profit, revenue, goodwill, business opportunity, anticipated savings, or reputation;
• loss arising from inability to send, receive, or rely on AI Output or Content;
• loss of, or corruption of, data (other than the reasonable cost of restoring data from your own backups); or
• loss arising from acts or omissions of any third party (including AI providers, sub-processors, lenders, Clients, or your own staff).

8.4. Cap on liability. To the maximum extent permitted by law, and subject to sections 8.1 and 8.2, our total aggregate liability to you in respect of all claims arising under or in connection with these Terms or the Platform, however arising, is limited to the greater of (a) NZ$1,000 or (b) the total fees paid by you to Twio in the three (3) months immediately preceding the first event giving rise to the claim.

8.5. Basis of bargain. The limitations and exclusions in this section reflect the allocation of risk between the parties and are a fundamental basis of the bargain. They apply even if a limited remedy fails of its essential purpose.

9.1. You will indemnify, defend, and hold harmless Twio, its directors, officers, employees, contractors, and affiliates from and against all claims, losses, damages, liabilities, fines, penalties, costs, and expenses (including reasonable legal fees on a solicitor-and-own-client basis) arising out of or in connection with:

• your breach of these Terms or the Privacy Policy;
• your provision of financial advice, credit assistance, or other regulated services to any Client;
• any claim by a Client or other third party that you failed to obtain required consents, gave misleading information, or breached a professional or statutory obligation;
• your breach of the Financial Markets Conduct Act 2013, the Anti-Money Laundering and Countering Financing of Terrorism Act 2009, the Credit Contracts and Consumer Finance Act 2003, the Privacy Act 2020, or any other applicable law;
• your use of, or reliance on, AI Output (including any failure to verify it before relying on or transmitting it);
• any unauthorised access to your account through credentials you failed to protect;
• your unauthorised use of Gmail or Google account data through the Platform; and
• your infringement of any third party’s intellectual property, privacy, or other rights.

9.2. The indemnity in this section does not extend to claims to the extent they are caused by Twio’s wilful misconduct.

9.3. We may, at our option, assume the defence and control of any claim covered by this indemnity, and you must cooperate reasonably with us at your expense.

10.1. The Platform is provided on an “as is” and “as available” basis. We do not warrant uninterrupted, secure, error-free, or virus-free operation, nor that the Platform will meet your requirements.

10.2. We may modify, suspend, or discontinue any feature of the Platform at any time. We will use reasonable efforts to notify you of material adverse changes.

10.3. We may perform scheduled or emergency maintenance and may take the Platform offline temporarily without liability.

10.4. We do not commit to any service-level uptime or availability target unless we separately agree one in writing.

11.1. We may suspend or terminate your access to the Platform immediately, with or without notice, if:

• you breach these Terms;
• you lose any professional licence, registration, or authorisation required for your use of the Platform;
• we reasonably suspect fraudulent, unlawful, or abusive conduct;
• you fail to pay any amount when due (subject to section 14.6);
• continuing to provide the Platform to you would expose us to legal, regulatory, or security risk; or
• required by law or by order of a regulator.

11.2. You may terminate your account at any time through Platform settings or by written notice to support@twio.ai.

11.3. Effect of termination. On termination:

• your right to use the Platform ceases immediately (in the case of termination for breach) or at the end of your then-current billing period (in the case of termination for convenience by you);
• we will, on your written request received within 30 days of termination, provide a reasonable one-time export of your User Information and Client Information in a structured format;
• we may delete your Content from active systems after the 30-day export window, subject to section 11.4;
• fees paid for the current billing period are non-refundable except where required by law; and
• sections 4, 5, 7, 8, 9, 11.3, 11.4, 12, 13, 14.5, 16, 17, 18, 19, and 20 survive termination.

11.4. Statutory retention. We may retain Content for so long as is required by law (including the Financial Markets Conduct Act 2013 s454, the Financial Markets Conduct Regulations 2014, and the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 s49), notwithstanding termination.

12.1. Each party may receive confidential information of the other. Each party will keep the other’s confidential information confidential, use it only to perform under these Terms, and protect it with at least reasonable care.

12.2. Confidential information does not include information that is publicly available, independently developed, or required to be disclosed by law (with prompt notice to the other party where lawful).

12.3. Our pricing, internal documentation, prompts, and non-public Platform configuration are our confidential information.

13.1. Our collection, use, and disclosure of personal information is governed by the Privacy Policy, which is incorporated into these Terms by reference. To the extent of any inconsistency, these Terms prevail except in relation to matters reserved by the Privacy Act 2020 to the Privacy Policy.

13.2. You acknowledge and agree to the cross-border disclosures described in the Privacy Policy.

14.1. Early access. During any early-access, beta, or trial period, the Platform may be made available free of charge or at a reduced price. We may end such a period at any time on at least 14 days’ written notice before charging you a paid subscription fee.

14.2. Subscription fees. Once paid plans apply, fees will be set out in the applicable order form, pricing page, or in-Platform purchase flow. All fees are in New Zealand dollars (NZD) and are exclusive of GST and other applicable taxes unless stated otherwise.

14.3. Billing cycle. Subscriptions are billed in advance on a monthly or annual basis as selected by you. Subscriptions auto-renew at the end of each billing period unless cancelled before the renewal date.

14.4. Price changes. We may change subscription fees on at least 30 days’ written notice. Changes take effect from the start of your next billing period. If you do not agree to a price change, your remedy is to cancel before it takes effect.

14.5. Cancellation. You may cancel at any time through Platform settings or by written notice to support@twio.ai. Cancellation takes effect at the end of the then-current billing period.

14.6. Refunds. Fees paid for the current billing period are non-refundable except where required by law. If we terminate your access without cause (and not for your breach), we will refund prepaid fees on a pro-rata basis for the unused portion of the billing period.

14.7. Non-payment. If payment is not received by the due date we may, after seven (7) days’ written notice, suspend your access. Accounts suspended for non-payment for more than thirty (30) days may be terminated, and Content may be deleted (subject to section 11.4).

14.8. Disputed charges. You must notify us of any disputed charge within 30 days of the invoice date or you waive the right to dispute it.

15.1. The Platform integrates with or relies on third-party services (including Google Workspace, AWS, Anthropic, OpenAI, Google Cloud, and others). Your use of those services through the Platform is also subject to the relevant third-party terms.

15.2. We are not responsible for third-party services, their availability, accuracy, security, or actions. Our liability is limited as set out in section 8.

16.1. You must not use the Platform to:

• submit information about any person without that person’s informed consent where consent is required by law;
• submit, generate, or transmit information you know or ought to know is false, misleading, or fabricated (including inflating income, falsifying bank statements, or misrepresenting liabilities);
• give financial advice that is misleading or that breaches the Financial Markets Conduct Act 2013, including the duties in section 431D;
• circumvent or attempt to circumvent any lender’s underwriting policy, credit decisioning, or eligibility rules;
• process information of any person you know or suspect to be under 18 years of age;
• use the Platform for any purpose unrelated to your provision of mortgage broking, lending, or financial advice services;
• reverse engineer, scrape, mirror, or otherwise extract Platform code, prompts, models, configurations, or training data;
• introduce malware, attempt unauthorised access, or interfere with Platform operation; or
• engage in any conduct that is unlawful, defamatory, or harmful to Twio or other Users.

16.2. Breach of this section is a material breach. We may, in addition to other remedies, suspend or terminate your account immediately, and we may report suspected fraud, AML matters, or regulatory breaches to the Financial Markets Authority, Commerce Commission, New Zealand Police (including the Financial Intelligence Unit), or other competent authorities where required or permitted by law (subject to AML/CFT Act 2009 section 46 tipping-off rules).

17.1. We may modify these Terms from time to time. Material changes will be communicated at least 14 days before they take effect, by email or through the Platform, except where shorter notice is required by law or for security reasons.

17.2. Your continued use of the Platform after the effective date of an update constitutes acceptance of the updated Terms. If you do not agree, your remedy is to discontinue use.

18.1. These Terms are governed by the laws of New Zealand.

18.2. The parties submit to the exclusive jurisdiction of the courts of New Zealand for all disputes arising under or in connection with these Terms or the Platform.

18.3. Before commencing court proceedings, each party will use reasonable efforts to resolve the dispute by good-faith negotiation between authorised representatives.

19.1. Neither party is liable for any delay or failure to perform (other than an obligation to pay money) caused by events beyond its reasonable control, including acts of God, natural disasters, pandemic, war, civil unrest, government action, internet or telecommunications failure, third-party service outage, or denial-of-service attack. The affected party must use reasonable efforts to mitigate the impact.

20.1. Entire agreement. These Terms, together with the Privacy Policy and any order form or in-Platform purchase, constitute the entire agreement between the parties and supersede all prior negotiations, representations, and agreements on the same subject.

20.2. Severability. If any provision of these Terms is held to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or severed, and the remaining provisions will continue in full force.

20.3. No waiver. A failure or delay by either party in exercising any right is not a waiver of that right.

20.4. Assignment. You may not assign or transfer your rights under these Terms without our written consent. We may assign or transfer our rights and obligations on notice to you, including in connection with a merger, acquisition, or sale of assets.

20.5. Relationship. The parties are independent contractors. Nothing in these Terms creates an agency, partnership, joint venture, or employment relationship.

20.6. No third-party rights. No person other than the parties to these Terms has any right to enforce them under the Contract and Commercial Law Act 2017 (Part 2, subpart 1) or otherwise.

20.7. Notices. Legal notices to Twio must be sent to legal@twio.ai and to our registered office as shown on the Companies Office register. Notices to you may be given through the Platform or to the email address on your account.

20.8. Counterparts and electronic acceptance. Acceptance of these Terms by clicking “I agree” or by using the Platform has the same legal effect as a signed agreement.

For questions about these Terms, please contact us:

Twio Technologies Ltd.
General enquiries: support@twio.ai
Privacy enquiries: privacy@twio.ai
Security incidents: security@twio.ai
Legal notices: legal@twio.ai