Terms & Conditions

 PART B · DRAFT · TEST ONLY · NOT RATIFIED · NOT IN FORCE · NOT ACCEPTED BY VIEWING 

 

Part B — Commercial API Terms (TEST)

Part B status and drafting notes (from the draft file header).
DOCUMENT STATUS: DRAFT FOR HUMAN REVIEW — NOT RATIFIED, NOT REGISTERED, NOT PUBLISHED, NOT LEGALLY REVIEWED.
Derived from: monorepo/docs/legal/terms/versions/2026-05-03/design-by-zen-website-terms.md (commit a8135bf7).
Approved policy input: D1–D11, Human-approved commercial policy, 20 October 2026.
This file has NO ratified hash. Any hash computed over it is a working hash only and must not be placed in the terms registry.
Items in [square brackets] are unresolved and must be completed or removed before ratification.
Items marked «LR» require qualified legal review. Items marked «AR» require accounting/tax review.
Git commits and Wix publication are not legal ratification.
C01-GD-08: scoped to authenticated commercial TEST accounts. The 3 May 2026 public website terms are NOT replaced or amended by this draft. Implementation dependencies are tracked in the review notes, not in operative customer terms. «VERIFY» marks a statement about system behaviour that has not been verified.

 

Design By Zen builds decision-support systems, including Ask Omega, SHE ZenAI powered by Omega*, and the Omega Decision API. These services are designed to support clearer human decision-making, not replace professional advice or personal judgement. A Manager who accepts the terms below for a commercial account agrees to them for that account.

 

Design By Zen — Terms, Disclaimers & User Agreement for Authenticated Commercial TEST Accounts, with Commercial API Schedule

 

Version: [VERSION IDENTIFIER — to be assigned at ratification]
Effective date: [EFFECTIVE DATE — to be set at ratification]
Environment scope: TEST ONLY. This draft does not cover LIVE and gives no LIVE access, LIVE funding or LIVE service. See Schedule A, clause A2.
Persons covered: authenticated commercial TEST accounts only (Schedule A, clause A3). This draft does not apply to visitors to the public website.
Relationship to the public website terms: the Design By Zen Website Terms, Disclaimers and User Agreement last updated 3rd May 2026 continue unchanged to govern the public website and its visitors. This Agreement does not supersede, amend or replace them. [Human/legal decision still required: whether those terms, which describe the website and Ask Omega, also need a short statement pointing commercial accounts to this Agreement. «LR»]

 

This Agreement applies to authenticated commercial TEST accounts and to the Omega Decision API and related commercial services used through them in the TEST environment. The main terms (sections 1 to 28) adapt the general terms of the Design By Zen website for those accounts; Schedule A is the Commercial API Schedule. The Organisation Authority Declaration records a Manager’s declared capacity; it is not a source of commercial terms. If the main terms and Schedule A conflict, Schedule A prevails (clause A17). The public website, and anyone who only visits it, remains governed by the 3 May 2026 website terms, which this Agreement does not change.

 

You are bound by this Agreement only after a Manager has completed authenticated acceptance of this Agreement and the Organisation Authority Declaration for the Account (clause A3). Browsing the website, creating a login, funding a TEST balance, or using a Credential does not on its own amount to acceptance, and Schedule A services are not available without that acceptance.

 

The website www.designbyzen.com and the commercial services are owned and operated by VRI (NZ) Limited trading as Design By Zen. In these terms, “Design By Zen”, “DBZ”, “we”, “us”, or “our” means VRI (NZ) Limited trading as Design By Zen. “You” or “your” means the person accessing or using our website or services and, where you act for an organisation or business, that organisation or business. Terms with a specific meaning for commercial accounts are defined in Schedule A.

 

By completing acceptance for an Account under clause A3, you agree to these terms for that Account. If you do not agree, you should not accept them or use the commercial services.

 

 

1. Current Service Position

Design By Zen is developing and operating AI-assisted decision-support systems, including Ask Omega, SHE ZenAI powered by Omega*, and the Omega Decision API.

 

Our services may include:

 

• General website information about Design By Zen, Omega*, SHE ZenAI, Ask Omega, Comfort Index, and related systems.

• AI-assisted decision-support outputs.

• Paid “clarity decision” services.

• Commercial accounts, prepaid usage credit, API credentials and the Omega Decision API, as described in Schedule A.

• Wallet, receipt, transaction, and decision-history features.

• Decision Thread records and evidence/audit summaries.

• Demonstrations, pilot services, beta services, research material, and product explainers.

• Integrations with third-party systems, including payment gateways, AI infrastructure, hosting services, analytics services, and workflow tools.

 

Our services are designed to support clearer thinking, structured decision review, and better human-led decision-making. They do not replace professional advice, personal judgement, legal advice, medical advice, financial advice, investment advice, tax advice, or regulated professional services.

 

 

2. Website Disclaimer

The information provided on our website and through our services is for general informational, educational, product, research, and decision-support purposes only.

 

We aim to provide useful, good-faith information. However, we do not guarantee that all information is accurate, complete, current, suitable for your specific circumstances, or free from error.

 

You use the website and services at your own risk. You are responsible for evaluating whether any information, output, recommendation, or decision-support result is appropriate for your circumstances before acting on it.

 

To the maximum extent permitted by law, we are not liable for any loss, damage, cost, or consequence arising from your reliance on website content, AI-generated outputs, decision-support results, third-party links, or related services.

 

Nothing in these terms limits rights you may have under applicable New Zealand consumer law that cannot legally be excluded. This section applies subject to Schedule A, including clauses A8 and A16, and does not reduce our obligations in Schedule A. «LR»

 

 

3. AI Decision-Support Disclaimer

Ask Omega, SHE ZenAI, Omega*, the Omega Decision API and related Design By Zen systems provide decision-support, not autonomous decision authority.

 

AI-generated outputs may include structured summaries, confidence or certainty indicators, Comfort Index references, risk notes, key factors, suggested actions, decision threads, evidence summaries, verdicts, or commentary. These outputs are intended to assist human review.

 

You acknowledge that:

 

1. AI systems can generate incomplete, incorrect, outdated, or misleading outputs.

2. AI outputs may be affected by the quality of the input provided.

3. Certainty, confidence, Comfort Index, verdict, or similar indicators are decision-support signals, not guarantees of truth, safety, legality, profit, success, or suitability.

4. You remain responsible for your final decisions and actions.

5. You should seek appropriate professional advice before making important decisions.

 

Design By Zen does not promise that Ask Omega, the Omega Decision API or any AI-supported system will produce a specific outcome, prevent loss, guarantee success, or identify every risk.

 

 

4. No Professional Advice

Our services do not provide legal, financial, investment, medical, clinical, tax, accounting, engineering, psychological, or other regulated professional advice.

 

Any content that touches on these topics is provided for general information and decision-support only. You should consult a qualified professional before relying on any output for a high-impact, regulated, financial, legal, health, or safety-critical matter.

 

You should not use our services as your sole basis for making decisions involving money, health, employment, safety, legal obligations, tax, regulatory compliance, or material business risk. You must not configure the Omega Decision API as the sole and final control over any such decision.

 

 

5. Ask Omega Paid Decision Services

Ask Omega may allow users to submit a question or decision request and receive a structured decision-support output.
A typical Ask Omega output may include:

 

• Clarity summary.

• Certainty or confidence indicator.

• Key factors.

• Recommended action.

• Risk note.

• Comfort Index or related decision-continuity signal.

• Decision Thread or history record.

• Optional commentary or review features.

 

Payment may be required before, during, or after parts of the decision-support process, depending on the product flow, deployment stage, payment provider, or offer.

 

Payment does not guarantee a particular answer, outcome, business result, financial return, health result, legal position, or personal result.

 

Paid use of the Omega Decision API and any other capability connected to a commercial account is governed by Schedule A, which prevails over this section 5 for those services.

 

 

6. Payment Gateways, Wallets and Receipts

We may use third-party payment providers, including conventional payment gateways and emerging payment infrastructure.

 

Where you make a payment through a third-party provider, that transaction may also be subject to the third party’s own terms, privacy policy, fees, settlement rules, refund rules, dispute processes, and technical limitations.

 

We are not responsible for delays, outages, failed transactions, declined payments, third-party errors, or third-party platform decisions outside our reasonable control.

 

Where wallet, receipt, transaction history, proof, ledger, or decision history features are provided, they are intended to support service continuity, auditability, and user review. They are not bank accounts, regulated financial accounts, investment accounts, general-purpose stored-value accounts, or tax records unless expressly stated in writing. Prepaid API usage credit under Schedule A is not a wallet in this sense; it is an advance payment for future API services. «LR» «AR»

 

You are responsible for keeping your own payment, tax, and accounting records.

 

 

7. Refunds and Cancellations

Unless stated otherwise at the point of purchase or in Schedule A, paid digital services are generally supplied once the service has been initiated, unlocked, generated, delivered, or made available.

 

To the maximum extent permitted by law, we are not required to provide a refund where:

 

• You change your mind.

• You provided incomplete or unclear input.

• You disagree with an AI-generated decision-support output.

• You expected a different result.

• You used the service for a purpose it was not designed for.

• A third-party payment or wallet provider caused an issue outside our control.

 

However, nothing in this section limits rights or remedies you may have under applicable New Zealand consumer law, including where services are not supplied with reasonable care and skill or do not meet applicable consumer guarantees. The Consumer Guarantees Act applies to many New Zealand online sales and services. «LR»

 

Refunds, credits, or replacement outputs may be considered at our discretion or where required by law.

 

For commercial accounts, refunds and the treatment of simulated TEST Credit are set out in Schedule A, clause A6, which prevails over this section.

 

 

8. Beta, Pilot and Experimental Features

Some Design By Zen services may be offered as prototypes, pilots, beta releases, demonstrations, research previews, or early-access services.

 

These features may change, break, be withdrawn, produce unexpected results, or rely on third-party systems. We may modify, suspend, or discontinue such features at any time, subject to Schedule A, clauses A6 and A15, as to TEST Credit and records.
You should not rely on beta, pilot, prototype, or demonstration features for critical decisions unless we have expressly agreed otherwise in writing.

 

The Omega Decision API is, under this version, offered in a TEST environment only. TEST availability is not production availability, and TEST results, receipts and balances must not be relied on as production outcomes. See Schedule A, clauses A2 and A8.

 

 

9. User Responsibilities

You agree to use the website and services lawfully, respectfully, and only for their intended purpose.

 

You must not:

 

1. Use the services for unlawful, fraudulent, abusive, harmful, or deceptive purposes.

2. Submit content that infringes another person’s rights.

3. Attempt to reverse engineer, scrape, overload, disrupt, or attack the website or services.

4. Circumvent payment gates, access controls, security features, rate limits, or usage restrictions.

5. Use automated tools to extract, copy, or replicate substantial parts of the website or services without permission.

6. Use the services to generate spam, malware, scams, harassment, impersonation, misinformation, or unlawful content.

7. Represent AI-generated outputs as professional advice where they are not.

8. Use our brand, logos, designs, product names, or system names without written permission.

9. Upload confidential, regulated, sensitive, or third-party information unless you have the right to do so.

10. Use the services in a way that could damage Design By Zen, other users, third-party providers, or the integrity of the system.

 

Further obligations for commercial accounts and API use are set out in Schedule A, clause A12.

 

We may suspend, restrict, or terminate access where we reasonably believe these terms have been breached.

 

 

10. User Accounts and Access

Some services may require account registration, wallet connection, payment verification, or identity/session management.

 

You are responsible for maintaining the confidentiality of your login details, wallet access, session credentials, API credentials, and devices.

 

You are responsible for the activity that occurs through your account, wallet or credentials unless caused by our breach of legal obligations.

 

We may suspend or terminate accounts, wallet access, or service access where necessary for security, misuse prevention, legal compliance, non-payment, suspected fraud, breach of terms, or system integrity.

 

Commercial accounts are also subject to Schedule A, clause A3.

 

 

11. Decision Threads, History and Records

Ask Omega and related services may create or store decision records, including submitted questions, generated outputs, payment status, receipt references, review states, timestamps, Comfort Index-related values, or other service metadata.

 

These records are intended to support:

 

• User review.

• Decision continuity.

• Auditability.

• Payment/receipt matching.

• Service improvement.

• Evidence of delivery.

• Product safety and governance.

 

You should not treat these records as complete legal, financial, tax, compliance, medical, or professional records.

 

We may retain records where reasonably required for business, security, tax, dispute-resolution, audit, product-improvement, or legal purposes.

 

Records of commercial accounts, evaluations, receipts and money movements are governed by Schedule A, clause A13.

 

 

12. Privacy and Personal Information

We collect, use, store, and disclose personal information in accordance with our Privacy Policy and applicable law.

 

The New Zealand Privacy Act 2020 sets out principles for how organisations collect, use, store, disclose, provide access to, and correct personal information.

 

Depending on how you use our services, we may collect information such as:

 

• Contact details.

• Account or session information.

• Payment and receipt metadata.

• Questions or prompts submitted to Ask Omega.

• Decision-support outputs.

• Usage, analytics, and technical logs.

• Support communications.

• Security and fraud-prevention information.

 

You should avoid submitting highly sensitive personal information unless it is necessary and appropriate for the service you are using.

 

You may request access to or correction of personal information we hold about you, subject to applicable law.

 

Data handling for the Omega Decision API is set out in Schedule A, clause A13. «LR»

 

 

13. Third-Party Services and External Links

Our website and services may link to or integrate with third-party websites, tools, payment gateways, AI providers, analytics providers, hosting services, workflow tools, infrastructure providers, or other external services.

 

We do not control third-party services and are not responsible for their content, accuracy, availability, security, privacy practices, fees, decisions, outputs, or performance.

 

Your use of third-party services may be subject to separate terms and policies. You use third-party services at your own risk.

 

We do not endorse or guarantee third-party products or services unless expressly stated in writing.

 

TEST funding uses a third-party payment provider’s test mode and involves no real money.

 

 

14. Intellectual Property

Unless otherwise stated, all rights, title, and interest in the website, services, software, systems, branding, logos, designs, visual assets, documents, frameworks, algorithms, product names, user interfaces, content, and related intellectual property remain owned by Design By Zen or its licensors.

 

This includes, without limitation:

 

• Design By Zen.

• DBZ.

• Ask Omega.

• SHE ZenAI.

• Omega*.

• Omega Decision API.

• Comfort Index.

• Decision Thread concepts.

• Product interfaces and service flows.

• Website copy, diagrams, graphics, articles, and explainers.

• Software, APIs, architecture, prompts, workflows, and system logic.

 

You are granted a limited, revocable, non-exclusive, non-transferable right to access and use the website and services for their intended purpose.

 

You must not copy, reproduce, modify, distribute, commercialise, reverse engineer, train competing systems from, or create derivative services from our website, software, content, designs, outputs, or systems except where expressly permitted in writing or allowed by law. Your use of verdicts and receipts within your own business operations, and the retention of them as records, is permitted use.

 

 

15. User Submissions and Feedback

If you provide questions, prompts, comments, suggestions, ideas, feedback, testimonials, bug reports, or other submissions, you grant us a worldwide, royalty-free licence to use, reproduce, modify, analyse, publish, and incorporate that material for service delivery, improvement, research, marketing, safety, audit, and product-development purposes.

 

You retain ownership of your original content where applicable, but you grant us the rights needed to operate, improve, and evidence the services.

 

You warrant that you have the right to provide any content you submit and that doing so does not breach confidentiality, privacy, intellectual property, employment, contractual, or legal obligations.

 

This section does not apply to data you submit to the Omega Decision API for evaluation (“Customer Data”). Customer Data remains yours, is governed by Schedule A, clause A13, and is not licensed for publication or marketing. «LR»

 

 

16. Testimonials and Case Studies

Our website may contain testimonials, examples, case studies, ratings, screenshots, product outputs, or user stories.

 

These reflect particular experiences or demonstrations and do not guarantee that other users will achieve the same or similar results.

 

Individual outcomes vary depending on context, input quality, user action, timing, professional advice, market conditions, operational constraints, and other factors.

 

We may edit testimonials for clarity, length, grammar, formatting, or privacy, without changing their substantive meaning.

 

 

17. Marketing, Articles and Public Commentary

Our articles, social posts, public explainers, diagrams, videos, and marketing materials are intended to communicate our current understanding, product direction, research, and service positioning.

 

They are not guarantees of product availability, investment performance, commercial outcomes, system capability, regulatory compliance, or future features.

 

Statements about future plans, product roadmaps, expected integrations, investor pathways, partner models, or technical capabilities are forward-looking and may change.

 

 

18. No Investment Offer

Unless expressly stated in a separate formal offer document, nothing on our website or in our services is an offer to sell securities, financial products, shares, units, digital assets, or investment interests. Prepaid API usage credit is not an investment, deposit or security.

 

Any discussion of funding, units, investor participation, sale-and-leaseback structures, ROI, facilities, guarantees, or business models is preliminary and informational unless provided under a separate, legally reviewed investment document.

 

You should obtain independent legal, financial, accounting, and tax advice before making any investment or funding decision.

 

 

19. Blockchain, Digital Assets and Emerging Payment Infrastructure

Some services may reference or integrate blockchain, wallet, x402-style payments, ledger systems, tokenised records, digital receipts, or other emerging payment infrastructure.

 

These technologies may involve technical, operational, regulatory, custody, volatility, irreversibility, fraud, loss, access, and third-party risks.

 

You are responsible for understanding the risks of any wallet, digital asset, blockchain, or emerging payment technology you choose to use.

 

Design By Zen does not provide investment, crypto-asset, custody, financial, or digital asset trading advice or services.

 

Commercial account funding under Schedule A is denominated in United States dollars through the payment provider named in the funding flow. No other payment infrastructure is accepted for commercial account funding unless this Agreement is amended.

 

 

20. Security

We take reasonable steps to protect our website and services, but no digital system is completely secure.
You acknowledge that online services may be affected by cyberattack, phishing, malware, unauthorised access, data loss, third-party compromise, outages, corrupted data, payment failures, or infrastructure failure.

 

You must take reasonable steps to secure your own devices, accounts, passwords, wallets, recovery phrases, and access credentials, including API credentials as set out in Schedule A, clause A5.

 

We will not ask you for wallet seed phrases or private keys, or for your API credential secret.

 

 

21. Availability and Changes to Services

We may modify, update, suspend, discontinue, restrict, or replace any part of the website or services at any time, subject to Schedule A, clauses A6, A9, A14 and A15.

 

We do not guarantee uninterrupted access, error-free operation, permanent availability, or compatibility with every device, browser, wallet, third-party provider, or integration.

 

We may perform maintenance, deploy updates, revise service descriptions, or alter product flows. We may change pricing only prospectively and as set out in Schedule A, clause A9.

 

Where required by law, we will honour applicable consumer rights and paid service obligations.

 

 

22. Pricing, Taxes and GST

Prices may be displayed in NZD, USD, or another currency depending on the service, payment provider, offer, or target market. Commercial API prices and prepaid credit are denominated in USD, as set out in Schedule A, clause A9.

 

You are responsible for any taxes, duties, conversion fees, bank fees, wallet fees, network fees, or other charges associated with your use of the services unless stated otherwise.

 

Where required, Design By Zen may collect GST or other applicable taxes. For commercial API services, applicable taxes are disclosed separately from prices. «AR»

 

We do not provide tax advice. You should keep your own records and consult a tax professional where necessary.

 

 

23. Limitation of Liability

To the maximum extent permitted by law, Design By Zen, its officers, directors, employees, contractors, affiliates, suppliers, licensors, and service providers are not liable for indirect, consequential, special, exemplary, punitive, incidental, or economic loss, including loss of profit, revenue, opportunity, goodwill, data, business, reputation, or anticipated savings. For commercial accounts this paragraph applies together with Schedule A, clause A16(b), and the two are to be read as one exclusion.

 

To the maximum extent permitted by law, our total liability for any claim relating to the website or services is limited to the amount you paid us for the specific service giving rise to the claim, or NZD $100 if no amount was paid. For commercial accounts and the API this paragraph is replaced by Schedule A, clause A16(a), which is the only monetary cap for those services under this Agreement.

 

Two different things are kept apart in these terms. (1) Statutory limits: nothing in these terms excludes or limits any liability that the law does not allow to be excluded or limited, including non-excludable consumer guarantees; this applies whatever else is said. (2) [Unresolved, not approved: expressly agreed contractual carve-outs from the limits and exclusions in this section 23 and in Schedule A, clause A16, for misconduct (for example fraud, wilful or intentional misconduct, or gross negligence). Whether any such carve-out is wanted, and in what words, needs a Human and legal decision; the 3 May baseline names intentional misconduct and gross negligence. «LR»] Schedule A, clause A16(c), mirrors this section.

 

 

24. Indemnity

(a) Subject to (b) and (d), and to the maximum extent permitted by law, you will indemnify Design By Zen against losses, liabilities, damages and reasonable costs (including reasonable legal costs) that we incur as a result of a claim made by a third party, to the extent the claim is attributable to:

 

1. your breach of clause A12 (acceptable use of the API);

2. Customer Data that you submitted without the right to submit it, or in breach of clause A12(5) or A13(b);

3. your infringement of another person’s intellectual property, privacy or confidentiality rights through Customer Data or your use of the services;

4. your unlawful conduct in using the services; or

5. use of a Credential by a person to whom you gave it, or who obtained it through your failure to keep it secure (clause A5).

 

“Third party” means a person other than you, your own personnel and us. This clause covers third-party claims only. It does not cover loss that we suffer ourselves.

 

(b) The indemnity does not apply to the extent the claim or loss is caused or contributed to by our breach of this Agreement, our negligence or unlawful conduct, a defect in the services, or our breach of an obligation that cannot be excluded.

 

(c) Conduct of claims. We will tell you promptly in writing of any claim that we intend to rely on this clause for (a delay reduces your obligation only to the extent it prejudices you). You may take over its defence by written notice, with counsel reasonably acceptable to us, and we will give you reasonable information and co-operation at your cost. We may take part with our own counsel at our own cost. Neither of us may settle the claim in a way that admits fault by, or imposes a non-monetary obligation on, the other, or requires the other to pay, without that other party’s written consent, which must not be unreasonably withheld or delayed. We must take reasonable steps to limit the loss.

 

(d) Limit. To the maximum extent permitted by law, your total aggregate liability to us under this clause is limited to NZ$100 in total, on the same basis as the limit in Schedule A, clause A16(a): a single limit, not per claim, per Evaluation or per period, applying to related and unrelated claims together, whatever the cause of action. [Unresolved: whether any carve-out in Schedule A, clause A16(c)(ii) or (iii) also lifts this limit: Human/legal decision.] Amounts payable to a third party under (a), and defence costs, are direct losses for this clause and are not excluded by section 23, first paragraph, or clause A16(b), but they count against this limit. [Human-approved: NZ$100 aggregate customer indemnity limit (TEST decision). Enforceability, reasonableness and the mutual application of the carve-outs: «LR»; see review notes, Part 5B.]

 

 

25. Suspension and Termination

We may suspend, restrict, or terminate your access to the website or services where we reasonably believe it is necessary to:

 

• Protect system security.

• Prevent misuse.

• Comply with the law.

• Investigate suspected fraud.

• Enforce these terms.

• Prevent harm to users, third parties, or Design By Zen.

• Maintain service integrity.

• Respond to non-payment or payment reversal.

• Address unacceptable conduct.

 

If access is suspended or terminated, you may lose access to some service features, decision history, wallet features, or account functionality.
We may retain records where reasonably required for legal, tax, accounting, fraud-prevention, audit, dispute-resolution, or operational purposes.

 

For commercial accounts, suspension or termination does not delete the transaction history. TEST Credit has no value and is not refunded; on suspension it is frozen, not removed (clause A6(f)). See Schedule A, clauses A6 and A15.

 

 

26. Amendments

We may update these terms from time to time.

 

For the commercial accounts covered by this Agreement, amendments are made only by a new version of this Agreement and require authenticated re-acceptance by a Manager, as set out in Schedule A, clause A14. Continued use alone is not acceptance. Changes to the public website terms are governed by those terms and are not made by this Agreement.

 

You should review these terms periodically.

 

 

27. Governing Law

These terms are governed by the laws of New Zealand.

 

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

 

Where appropriate, disputes may be resolved through direct communication, mediation, the Disputes Tribunal, or another agreed process before formal court proceedings.

 

Mandatory laws of your own country that cannot be excluded by agreement continue to apply to you. «LR»

 

 

28. Contact

For questions about these terms, privacy, access to your information, corrections, service issues, refund requests, or complaints, contact:

 

Design By Zen
VRI (NZ) Limited trading as Design By Zen
Website: www.designbyzen.com
Email: [dev at zenig.nz — confirm whether a dedicated commercial/refund contact is required]
Location: Tasman / Nelson, New Zealand

 

 

Schedule A — Commercial API Schedule (TEST scope)

Schedule A applies to every commercial account and to your use of the Omega Decision API and any other capability connected to a commercial account, in the TEST environment only. It forms part of the Agreement and binds you only on authenticated acceptance under clause A3.

 

 

A1. Definitions

• “Account” means a commercial account created with us for an organisation, a business, or an individual operating a business.

• “Manager” means a natural person who is authenticated by us and holds MANAGE authority on the Account.

• “Application” means an API client registered under an Account.

• “Credential” means an API key issued under an Application.

• “Capability” means a service made available through the API, including Govern-Decision (the Omega Decision API).

• “Entitlement” means our permission for an Application or Credential to use a Capability.

• “Evaluation” means one request to a Capability that we accept for processing.

• “Envelope” means the structured input you submit for an Evaluation.

• “Customer Data” means the Envelope and any other data you submit to a Capability.

• “Verdict” means the result of a completed Evaluation: ALLOW or DENY.

• “Receipt” means the record we issue for a completed Evaluation.

• “Ledger” means the append-only record of funding, reservations, charges and releases for an Account.

• “TEST Credit” means simulated balance credited in TEST.

• “Reservation” means an amount set aside from available balance for an Evaluation in progress.

• “TEST” and “LIVE” are the environments described in clause A2.

 

 

A2. Environments: this version is TEST only

(a) This version of the Agreement covers TEST only. It does not cover LIVE. Acceptance of this version does not give you access to LIVE, LIVE funding or a LIVE Entitlement.

 

(b) TEST is not production service and must not be represented as production availability. In TEST, funding is simulated using a payment provider’s test mode, and TEST Credentials, Entitlements, Receipts and balances have no commercial value and are not evidence of production capability.

 

(c) Access to LIVE would require a separate version of the terms issued for LIVE and separate acceptance by a Manager. [LIVE terms: not covered by this draft.] «LR»

 

 

A3. Accounts, authority and acceptance

(a) An Account may be opened by an organisation, a business or an individual operating a business. General consumer API accounts are not offered. [Eligibility criteria and restricted-jurisdiction and sanctions wording to be completed.] «LR»

 

(b) Acceptance of this Agreement for an Account must be made by a Manager, who is signed in and authenticated, holds MANAGE authority on that Account, and makes the Organisation Authority Declaration. A person who does not hold MANAGE authority cannot accept for the Account, even if able to fund it or use its Credentials. The Manager must declare one capacity: authorised signatory, delegated authority, or sole trader or individual business operator.

 

(c) Declared is not verified. We authenticate the Manager’s login and MANAGE authority. We do not independently verify the Manager’s declared signing authority, and the declaration is the Manager’s statement, not our confirmation. We may ask for further evidence of authority and may refuse, restrict or suspend an Account if it is not supplied or is unsatisfactory. [Whether and how we may rely on the declaration against the organisation, and the consequences of a false declaration for the Manager personally: undecided. «LR»]

 

(d) We record each acceptance as an immutable record of the Manager, the Account, the capacity declared, the versions and fingerprints of this Agreement and of the declaration, and the time of acceptance as recorded by our systems. More than one Manager may accept the same version; each acceptance is a separate record. The acceptance mechanism is implemented for TEST; it is not active until a ratified version is entered in our registry.

 

(e) You are responsible for all activity under your Account, Applications and Credentials, including by people you authorise, except to the extent the activity results from our breach of this Agreement or of our legal obligations.

 

 

A4. Entitlement

(a) Payment does not give you an Entitlement. Funding, an Entitlement, and our authority to run a Capability are separate.

 

(b) We issue, withhold, suspend and reinstate Entitlements at our discretion, including for security, compliance, misuse or non-payment reasons. We will give reasons where it is lawful and practicable to do so.

 

(c) The Omega Decision API Entitlement is issued by us. It is not issued automatically on funding or on creation of a Credential.

 

 

A5. Credentials

(a) A Credential secret is shown once when issued. We cannot recover it. You must store it securely and not share it outside your organisation or embed it in public code.

 

(b) You may rotate a Credential. We may revoke or suspend a Credential where we reasonably suspect compromise or misuse.

 

(c) You must tell us promptly if you suspect a Credential has been compromised. [Contact route and incident notice period to be completed.]

 

(d) You are responsible for use of a Credential until it is revoked or rotated, unless the use resulted from our breach of this Agreement or of our legal obligations.

 

 

A6. TEST Credit and prepaid funds

(a) TEST Credit. In TEST, an Account is credited with simulated balance in a fixed amount of US$50 per funding after we have received a verified confirmation from the payment provider’s test mode. TEST Credit is not money, is not a prepayment, has no cash value, is not refundable, and cannot be converted into money or into funds in any other environment. No real payment is taken.

 

(b) Ledger. The Ledger is our operational record of balances. A balance is shown as posted, reserved and available amounts. Ledger entries are not altered or deleted; corrections are made by new entries.

 

(c) to (e) [Reserved. Wording for a later LIVE version is held in the review notes, Part 3B, and is not part of this draft.]

 

(f) Suspension and closure of TEST Credit. If an Account, Application, Credential or Entitlement is suspended, TEST Credit is frozen, not removed: the balance and the Ledger are preserved, no new Evaluation can be run while suspended, and the balance is available again on reinstatement. A Reservation for an Evaluation already in progress is resolved under clause A7. If an Account is closed, the Ledger and history are preserved and TEST Credit ceases to be usable; because it has no cash value, nothing is refunded. [Whether any frozen TEST Credit expires or is cleared on a TEST environment reset: undecided. «LR»]

 

 

A7. Evaluations and charging

(a) Billable Evaluations. We charge once for each Evaluation that reaches the completed state with a Verdict of ALLOW, and once for each completed Evaluation with a Verdict of DENY. A DENY Verdict is a delivered result, not a failure. The Verdict recorded is ALLOW only where the governance gate returns ALLOW and the decision is authorised; any other gate outcome, including ABSTAIN, escalation, a requirement for human review, a failed check, or an ALLOW that is not authorised, is recorded as DENY, with the gate’s outcome in the reason. What the gate itself returns in any given case is the gate’s decision and is not warranted by this clause.

 

(b) Not billable: refusals before an Evaluation is reserved. We do not charge, and do not reserve funds, where we refuse a request because the Entitlement or authority is not established, the environment is not permitted, authentication fails, the request is invalid, or the available balance is insufficient. If the service cannot determine a governance outcome because it is not configured to do so, the request is refused with a 503 response, is not recorded, reserved or charged, and the same key can be used again. A refusal other than for authentication or invalid input is recorded against the request key and is final for that key: repeating the same request with the same key returns the same refusal even if the cause has since been remedied (for example, if you have funded the Account). To try again, submit a new request with a new key.

 

(c) Sequence and Reservation. For each new request we (1) authenticate the Credential and validate the Envelope; (2) check the Entitlement, authority and environment; (3) determine the governance outcome and record it, with the price, when the request is first accepted (admission); and (4) only then set aside the price as a Reservation from your available balance. If the available balance is insufficient, or the Account is not active at that point, the request is refused and no Reservation is made; the governance outcome may already have been determined but nothing is charged. After a Reservation, the result is recorded and then charged (A7(f)), or the Reservation is released (A7(e)). If the governance outcome would differ when the request is processed again, the Evaluation is not charged and the Reservation is released (A7(e)).

 

(d) Pending: not yet settled. An Evaluation can be in progress with funds reserved but no charge yet made, for example after an interruption. That state is not a failure and not yet a charge. The Evaluation may later complete, in which case the Reservation becomes a single charge and a Receipt is issued, or fail, in which case the Reservation is released. Repeating the same request with the same key, or our recovery process, can bring a pending Evaluation to completion or release; until then a repeat may be answered as pending. Pending is not a terminal state, and the Reservation remains held. [«VERIFY»: elapsed time before our recovery process acts. The process exists in the TEST system; its schedule is not stated here and is not warranted.]

 

(e) Terminal failure. If an Evaluation fails (for example, a processing or result-persistence failure, or the governance outcome changing between admission and completion), it is not charged, the Reservation is released to your available balance, and the Evaluation is final for that key. A repeat with the same key returns the failure and does not run again. A new request with a new key is a new Evaluation and is charged if it completes.

 

(f) Completed. When an Evaluation completes we charge the Reservation once and issue a Receipt. A repeat with the same key and content returns the original result and Receipt and does not charge again.

 

(g) Idempotency boundaries. Each request must carry an idempotency key in UUID form. In the TEST system:

 

1. A key is unique across the platform and, once used, is bound to the first request that used it.

2. The binding covers the Account, Application and Credential that made the request, the Capability, its revision, SKU, currency and the unit price in force when the request was first accepted (the pricing snapshot), and a hash of the validated Envelope. A repeat is treated as the same request only if all of these are identical.

3. A repeat with the same key that differs in any of these is rejected as a conflict and is not charged. Examples: a different Envelope; a different Credential (including after you rotate or replace a Credential); or a change in the unit price for that Capability version between the two requests.

4. The same Envelope sent with a different key is a different Evaluation and is charged separately.

5. The price recorded for an Evaluation is the pricing snapshot taken when it was first accepted; a later price change does not alter it.

6. Keys are retained with the execution record, and no expiry of keys is implemented. [«VERIFY»: whether and how long keys are retained once records are subject to a retention or deletion rule.]

 

(h) Ledger and Receipt. The Ledger and the Receipt are the authoritative record of what was charged. Estimates shown in any interface are not charges.

 

 

A8. The Omega Decision API: nature of the Verdict; TEST limitations

(a) The Omega Decision API evaluates the Envelope you submit against our governance rules and returns a Verdict. It does not independently verify the facts in the Envelope. You attest that the Envelope is accurate, complete and lawfully submitted, and you are responsible for it.

 

(b) A Verdict is a decision-support signal. ALLOW is not a guarantee of safety, legality, compliance or suitability. DENY is not a finding that an action is unlawful or wrong.

 

(c) You remain responsible for any action you take or do not take on the basis of a Verdict. You must keep appropriate human oversight and must not use the API as the sole and final control over regulated, safety-critical, legal, health, employment, or financial decisions. «LR»

 

(d) TEST limitations. In TEST, the governance rules and compliance information applied to a Verdict are provisional and have not been certified for production reliance; the authority on which the platform ratifies a Verdict is configured by us and time-limited; and results are for evaluation and integration testing only. TEST Verdicts and Receipts must not be presented to third parties as production assurance. «LR»

 

 

A9. Pricing

(a) Prices are in United States dollars. Taxes are shown separately.

 

(b) The price of an Evaluation is the price for the Capability version and SKU, as stated on the Receipt, in force when the Evaluation was first accepted. No connector charges exist in TEST, and none will be charged unless a new version of this Agreement says so.

 

(c) US$0.25 per Evaluation is the reference price for the Govern-Decision TEST environment. In TEST, each completed Evaluation debits a fixed US$0.25 of simulated TEST Credit. A “charge” for an Evaluation in TEST means that debit: it is not a payment, no money is taken, and the debit has no cash value. No connector charges exist or are made in TEST.

 

(d) The charge for an Evaluation is the server-fixed price in (b). Any price change applies only to Evaluations first accepted after the change takes effect, and never alters a past Receipt or past charge. [Notice period for price changes: not decided; see clause A14.]

 

(e) TEST exceptions. In TEST we do not show an estimate or ask you to set an authorised maximum before an Evaluation, because the price is server-fixed under (b) and (d); there is no versioned price table to choose from; and no connector costs exist. These are Human-approved TEST-only exceptions.

 

 

A10. Receipts and evidence

(a) A Receipt records the Evaluation, the Verdict, the authority basis, the time of completion, the amount charged and the Ledger position after the charge.

 

(b) Receipts and Ledger entries are retained and are not rewritten. If an error is found, we correct it by adding a new record that refers to the original.

 

 

A11. Service levels

The Omega Decision API is provided without a service-level commitment. In TEST there is no availability commitment at all. [Rate limits, fair-use limits, support hours and any uptime statement for LIVE: not decided.]

 

 

A12. Acceptable use of the API

In addition to section 9, you must not:

 

1. Share, sell, or expose a Credential outside your organisation.

2. Submit an Envelope that you know to be false, misleading or fabricated to obtain a particular Verdict.

3. Circumvent or probe pricing, balance checks, authority checks, idempotency controls or rate limits.

4. Use the API to build a competing decision-gate service from our Verdicts or Receipts.

5. Submit sensitive or regulated data (including health, financial-account, government-identifier, or children’s data) unless we have agreed in writing that the Capability may receive it. [Categories to be settled.] «LR»

6. Use the API in breach of sanctions, export-control, anti-money-laundering or other laws that apply to you or to us.

 

 

A13. Customer Data, privacy and records

(a) Ownership. Customer Data remains yours. We acquire no ownership of it. You give us the limited right to process, store and use it as needed to provide the Capability, operate and secure the service, keep the records described in this clause, comply with law, and handle disputes. [Whether any further use (for example service-improvement or aggregated analysis) is permitted, and on what terms: undecided. «LR»]

 

(b) Minimisation. You should submit the least personal and sensitive information needed for an Evaluation. You attest that you have the right to submit the Customer Data and that doing so does not breach privacy, confidentiality, intellectual property or other obligations.

 

(c) Confidentiality and protection. We will keep Customer Data confidential and protect it against unauthorised access, use, disclosure, loss and alteration for as long as we hold it, in whatever form and wherever it is held, including any transient copy, any log, and any backup. We will use it and disclose it only as needed to operate the TEST service, to service providers who need it for that purpose and who are bound to confidentiality and protection obligations no less protective than these, as required by law, or with your consent. We will take reasonable security measures suited to the nature of the data [standard of security, incident notification and breach-response obligations: to be specified. «LR»]. These obligations apply to Customer Data wherever it is held, whether or not (d) lists it, and do not depend on the «VERIFY» points in (d); those points concern what we can accurately say about what is stored. The obligations do not extend to information that is public or that we receive independently, and they continue after the Account is closed for as long as we hold the data. We state no retention period for logs or backups and make no promise about how long they are kept [retention and deletion of logs, backups and transient copies: not decided, and not verified. «LR»].

 

(d) What the TEST system stores. For each Evaluation, our TEST system stores: the request key; a hash of the validated Envelope; the Account, Application and Credential identifiers; the Capability, revision, SKU, currency and unit price; the authority reason; the governance Verdict and reason; the result record; a hash of the result; the Ledger entries; and timestamps. The result record contains the Verdict and the gate’s reasons and checks, the governance and ratification details, the client-supplied decision reference (a short label of letters, digits and a few punctuation characters), the number of candidates and of evidence items, and the computed law-consensus values. The system validates the Envelope against a fixed structure that carries labels and numbers and no free text. The full Envelope is not written to the execution or receipt records [«VERIFY»: for these records only; see (i) to (iv) below]. [«VERIFY» not yet confirmed: (i) the content of the gate’s per-check “detail” text, which is stored in the result record and might repeat submitted values; (ii) whether web-server, proxy, error or application logs capture request bodies in any environment where TEST runs; (iii) any copy of the Envelope held transiently in the processing path or by the gate; (iv) backups and the retention of backups.] We do not warrant that nothing else is stored until (i) to (iv) are confirmed; whatever else is held is protected by (c). [Retention periods: not decided.] «LR»

 

(e) Corrections and deletion. We do not overwrite history; a correction adds a new record that refers to the original. Your rights of access and correction under applicable privacy law are not limited by this clause. Because evidence records are immutable, we may meet a deletion request by [restriction, pseudonymisation or another approach — to be decided] rather than erasure of the evidence record. «LR»

 

(f) Connectors. No connector that transfers Customer Data to a third party is offered under this TEST version. Before one is offered, a new version of this Agreement will describe the transfer.

 

 

A14. Changes to this Agreement

(a) A new version of this Agreement is issued as a separate version; earlier versions and the acceptances of them are kept unchanged.

 

(b) For a material change to this Agreement we will normally give at least 30 calendar days’ notice before it takes effect, and a Manager must re-accept the new version. Corrections that are not substantive do not need notice or re-acceptance. We may shorten the notice where an urgent legal or security reason requires it, and we will document that reason. [Meaning of “material” and the form of notice: to be defined. «LR»] [TEST notice period: to be confirmed; see review notes, Part 3A.]

 

(c) Mandatory re-acceptance. After the date by which re-acceptance is required, a Manager must re-accept the new version before the Account may start new paid Evaluations, and we will not accept new paid Evaluations from an Account that has not re-accepted. Evaluations accepted before that date are completed, charged or released under clause A7. Using the API is not acceptance of a new version (clause A3). We do not intend to use suspension to stop a Manager from accepting the new version or from viewing the Account, Ledger and Receipts. [«VERIFY»: that suspension leaves those functions available.] [DRAFT STATUS, NOT TO BE RATIFIED OR RELIED ON AS A DESCRIPTION OF SYSTEM BEHAVIOUR: the check at invocation that refuses new paid Evaluations without acceptance of the current version exists in the TEST code and is tested, but has not been proven with a ratified version, and the move from one version to the next with a notice period is not implemented (review notes, Parts 2C and 2D, blocker B-REACC). This clause expresses the intended obligation; it is to be reconciled with what the system does before ratification, and this bracket is then removed.]

 

(d) Historical acceptances, Evaluations, Receipts and Ledger records are not affected by a later version.

 

 

A15. Suspension, termination and records

(a) Section 25 applies to Accounts. Suspension is not forfeiture: the Ledger, transaction history and Receipts are preserved and you can still see them, and TEST Credit is frozen as set out in clause A6(f).

 

(b) You may close your Account. Closed Account records are retained as set out in clause A13. Outstanding Reservations are resolved (charged or released) as set out in clause A7.

 

(c) We may terminate for serious or repeated breach, fraud, or legal necessity. [Notice period: undecided.] «LR»

 

 

A16. Liability for commercial accounts

(a) To the maximum extent permitted by law, our total aggregate liability to you, and to anyone claiming through you, for all claims arising out of or in connection with this Agreement and the commercial services in TEST is limited to NZ$100 in total. This is a single limit for the TEST relationship between us and you, and not a limit per claim, per Evaluation, per Account or per period: it applies to related and unrelated claims taken together, whether the claim is in contract, tort (including negligence), under statute or otherwise, and amounts we pay on one claim reduce what remains available for any other. [Human-approved amount: NZ$100 (decision L1). Currency is NZD although the service is priced in USD; confirm. «LR»]

 

(b) The exclusion of loss in section 23, first paragraph, including every item it lists, applies to the commercial services, subject to (c). It does not exclude amounts payable under the indemnity in section 24 (see section 24(d)). There is one list of excluded loss, and it is the one in section 23.

 

(c) Statutory limits and unresolved carve-outs. (i) Nothing in this Agreement excludes or limits any liability that the law does not allow to be excluded or limited, including non-excludable consumer guarantees. (ii) [Unresolved, not approved: any agreed contractual carve-out for a party’s fraud, wilful or intentional misconduct, or gross negligence, and whether it applies to one party or both. Human/legal decision required. «LR»] (iii) [Unresolved: how liability for breach of confidentiality, privacy or data-protection obligations (clause A13) is treated: inside the limit in (a), outside it, or separately limited. Human/legal decision required. «LR»]

 

(d) One relationship, one limit. The limit in (a) applies to each contracting customer relationship separately. The contracting customer is the organisation, business or individual business operator on whose behalf a Manager accepts this Agreement. The limit is not a pool shared across customers or across the platform, and it is not increased by the number of Accounts, Applications, Credentials, Managers or Declarations that customer has. It applies in aggregate to all Accounts that the same contracting customer holds with us, including an Account opened after a claim arises or after the limit has been reached; amounts we pay to that customer on any of them count against it. This Agreement binds only the contracting customer and us. It does not bind, and does not purport to bind, an affiliate or related person that has not itself accepted it; a claim by such a person counts against the limit only if it is made through the contracting customer. [How the same customer is identified across Accounts: «LR»]

 

(e) The limit in (a) applies only to TEST. This version does not set any limit for LIVE.

 

(f) Our liability for our own breach is limited as in (a) to (c), and the indemnity in section 24 does not reduce it. The indemnity is limited by section 24(d), not by (a). We may agree different terms with an enterprise customer in a separate written agreement.

 

 

A17. Order of precedence and interpretation

If there is a conflict as to a commercial account or API service, Schedule A prevails over sections 1 to 28; in particular the limit in clause A16(a) replaces the cap in the second paragraph of section 23, and section 24 and clause A16 are to be read together. The Organisation Authority Declaration records a Manager’s declared capacity and does not vary the commercial terms; if it conflicts with this Agreement, this Agreement prevails. The 3 May 2026 website terms are not part of this Agreement and do not apply to commercial use of the API; they continue to govern the public website. Nothing in this Agreement limits rights that cannot be excluded by law.

 

 

A18. Governing law and eligibility

Section 27 applies. International business, organisational and professional customers may use the API, subject to eligibility, to sanctions, tax, privacy and export laws, and to any mandatory law that applies to them or to us. General consumer API accounts are not accepted. «LR»

 

 

A19. Drafting markers

[This clause is a drafting aid and is removed before ratification.] The markers «LR», «AR» and «VERIFY», and all bracketed text, identify wording that must be cleared by qualified review, or facts that must be verified, before any version is ratified. They do not suspend or qualify any obligation in the Agreement once the markers are removed. Dependencies on unbuilt features are tracked in the review notes and are not operative terms.