Legal · Terms of Service

CNEX-Flow Terms of Service

Effective1 April 2026Last updated3 April 2026

IMPORTANT — PLEASE READ CAREFULLY

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and CNEX, a trading name of IDL Creations Limited ("IDL Creations," "CNEX," "we," "us," or "our"), a New Zealand limited liability company, governing your access to and use of the CNEX-Flow platform ("Platform," "Service").

By creating an account, accessing, or using CNEX-Flow in any way, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you do not agree with any provision of these Terms, you must immediately stop using the Service and delete your account.

These Terms may be updated from time to time. It is your sole responsibility to review these Terms regularly. Your continued use of the Service after any changes constitutes acceptance of the updated Terms. If you do not agree with any updated Terms, you must immediately discontinue use of the Service.

About This Service — Important Context

CNEX-Flow is provided in good faith as a tool to assist with your business operations. Tasks that typically take days, weeks, or months to produce — such as drafting documents, generating invoices, calculating taxes, preparing payroll, writing code, and managing complex workflows — can be accomplished significantly faster with the assistance of the Platform.

The Platform places you in the role of final reviewer. AI and automated systems create drafts, perform calculations, and execute workflows on your behalf. Your role is to review the outputs, make necessary changes, fix any gaps, and approve before submission. This is how the Platform is designed to be used — as an assistant, not a replacement for professional judgment. No AI or automated feature operates without the opportunity for human review before external action.

However, like all software systems, the Platform may have glitches, bugs, calculation errors, AI inaccuracies, integration failures, or other issues. These are inherent to any technology product, particularly one that orchestrates multiple AI models and third-party services. No one is forced to use this service. If at any point you are uncomfortable with these inherent limitations, or if you do not agree with any of these Terms, you should immediately stop using the Platform.

By continuing to use the Platform, you accept that you are using a tool — not a professional service — and that the responsibility for verifying outputs, making business decisions, and ensuring compliance with applicable laws rests with you.

Marketing Materials, Promotional Content & Representations

Promotional Language

Our website, marketing materials, advertisements, social media posts, email campaigns, demos, and other promotional content are designed to provide a general overview of the Platform's capabilities. Promotional content may use simplified, aspirational, or illustrative language to describe what the Platform can help you achieve.

You acknowledge and agree that:

  • Marketing descriptions such as "AI-powered," "automated," "intelligent," or similar terms describe the nature of the tools available — they do not guarantee that outputs will be accurate, complete, or error-free. AI-assisted and AI-powered means the tool uses AI technology to help you; it does not mean the tool works autonomously without human oversight.
  • Claims about time savings, efficiency gains, or productivity improvements are general estimates based on typical use cases and are not guarantees of specific results for your business.
  • Screenshots, demos, and feature previews shown in marketing materials may depict features under development, idealized workflows, or illustrative examples that may differ from the actual product experience.
  • Descriptions of features as "automated" mean the Platform assists with automating parts of the workflow — they do not mean the process runs entirely without human involvement or review. All automated workflows include the opportunity for human review before any external action (sending, filing, paying, publishing).
  • Statements about security (such as "secure," "encrypted," or "protected") describe the measures we implement but do not constitute a guarantee that data breaches, unauthorized access, or security incidents will never occur (see Section 10).

Pricing Representations

Pricing shown on our website, in marketing materials, or during the sign-up process reflects the pricing in effect at the time of display. You acknowledge that:

  • Prices may change with notice as described in Section 8.3.
  • Promotional, introductory, or discounted pricing is available for the period explicitly stated and will revert to standard pricing at the end of that period.
  • Feature availability may vary by subscription tier. The features included in each tier are as described on the pricing page at the time of your subscription. If features are removed from your tier, Section 20.3 (material adverse changes) applies.
  • "Unlimited" features (if any are described) are subject to fair use. We may impose reasonable limits to prevent abuse or excessive resource consumption that degrades service for other users, and will notify you before enforcing any such limit.

Pre-Contractual Representations

You acknowledge that in entering into this agreement, you have not relied on any representation, warranty, or statement made by CNEX or on its behalf that is not expressly set out in these Terms. To the extent permitted by applicable law, these Terms (together with the Privacy Policy and any applicable DPA) represent the complete understanding between you and CNEX regarding the Service and supersede all prior marketing materials, sales communications, demonstrations, and promotional content.

Nothing in this section excludes liability for fraudulent misrepresentation or any liability that cannot be excluded under the Fair Trading Act 1986 or equivalent consumer protection legislation in your jurisdiction. Marketing materials remain subject to the Fair Trading Act's prohibition on misleading or deceptive conduct regardless of these Terms.

1. Definitions

  • "Platform" means the CNEX-Flow web application, APIs, mobile applications, and all related services.
  • "Organization" means a workspace created on the Platform by a User, representing a business entity, team, or individual.
  • "Administrator" means a User with owner or admin role within an Organization.
  • "Member" means any User who has been granted access to an Organization.
  • "Client" (as a role) means a User with limited access to specific Organization resources.
  • "Content" means all data, text, files, documents, images, and other materials uploaded to, created within, or generated by the Platform.
  • "AI Features" means any functionality powered by artificial intelligence, machine learning, or large language models, including but not limited to: document drafting, invoice generation, tax calculations, task automation, code generation, and the Connekz AI assistant.
  • "Workspace" means the dedicated computing environment provisioned for an Organization.
  • "Secret Vault" means the encrypted credential storage system within the Platform.
  • "Third-Party Services" means external services integrated with the Platform, including but not limited to Stripe, Twilio, the email and calendar providers you connect, and AI model providers.

2. Eligibility & Account Registration

2.1 Eligibility

You must be at least 18 years of age and have the legal capacity to enter into binding agreements to use the Platform. If you are using the Platform on behalf of a business entity, you represent and warrant that you have the authority to bind that entity to these Terms.

2.2 Account Accuracy

You agree to provide accurate, current, and complete information during registration and to keep your account information up to date at all times. Inaccurate information may result in suspension or termination of your account.

2.3 Account Security

You are solely responsible for maintaining the confidentiality of your password and for all activities that occur under your account. You must notify us immediately at admin@cnexflow.com of any unauthorized use of your account or any other security breach. We are not liable for any loss or damage arising from your failure to protect your account credentials.

2.4 Organization Administrator Responsibilities

If you create an Organization, you are the Administrator and are responsible for:

  • Managing member access and permissions within your Organization.
  • Ensuring all members comply with these Terms.
  • All actions performed by members under your Organization.
  • The accuracy and legality of all data entered into the Platform under your Organization.
  • Obtaining any necessary consents from employees, clients, or other individuals whose data you enter into the Platform.

3. Service Description

3.1 Platform Features

CNEX-Flow is a business management software platform that provides tools for:

  • Client relationship management and lifecycle tracking
  • Project management, task boards, sprints, and backlog management
  • Invoicing, quoting, billing, and accounts receivable
  • Bill management, expense tracking, and accounts payable
  • Bank account management and reconciliation
  • Tax calculation, compliance tracking, and filing assistance
  • Payroll processing tools and employee management
  • Document creation and collaboration
  • Email, calendar, and phone integration
  • Workflow automation
  • AI-powered assistance for drafting, analysis, and automation
  • Error monitoring and diagnostics
  • Time tracking and cost management

The Platform provides software tools only. It does not provide professional services of any kind.

IMPORTANT: CNEX-Flow should not be used as your sole system of record for payroll, tax filings, financial records, or other time-critical regulatory obligations. You should maintain independent records and backup systems for critical business data.

3.2 Orchestration Platform

CNEX-Flow is fundamentally an orchestration platform — it brings together multiple separate external services (AI providers, payment processors, communication services, email providers, cloud infrastructure, and others) under one seamless, integrated experience. Instead of you individually signing up for, configuring, and manually operating each of these services separately, CNEX-Flow automates the connections, data flow, and workflows between them on your behalf.

This means your data is transmitted to and processed by multiple Third-Party Services as part of normal Platform operation (see Section 11 for the specific services). You acknowledge and accept that:

  • Data flows through external services. When you use a feature (e.g., sending an invoice, making a phone call, generating a document with AI), your data is securely transmitted to the relevant Third-Party Service for processing. This is the same data you would need to provide if you used those services directly — CNEX-Flow simply automates the process.
  • We may add, change, or remove integrations. As we improve the Platform, we may integrate additional Third-Party Services, replace existing providers with alternatives, or discontinue integrations. We will notify you of material changes to integrations that affect how your data is processed.
  • Features may evolve. The Platform's features, user interface, workflows, and capabilities may change over time as we improve the product, respond to customer feedback, adapt to regulatory requirements, or adjust to changes in Third-Party Service availability. Generally available features will not be removed without reasonable notice. Beta and preview features may change or be discontinued at any time (see Section 3.4).
  • Outputs from external services are not guaranteed. Because many Platform outputs (AI-generated content, payment confirmations, email deliveries, phone connections, tax calculations) depend on external services, CNEX cannot guarantee their accuracy, timeliness, or availability. You are responsible for verifying all outputs before relying on them.

3.3 AI Providers & Processing

The Platform uses multiple external AI providers to power its AI Features, including but not limited to:

  • Anthropic (Claude) — for document drafting, analysis, code generation, and the Connekz AI assistant
  • OpenAI — for embedding generation, content analysis, and AI-powered features
  • xAI (Grok) — for search, analysis, and AI-powered features

We may add, change, or substitute AI providers at any time to improve quality, performance, or cost-effectiveness. When we change AI providers, the replacement provider will be bound by data processing terms at least as protective as those in place with the provider being replaced. The AI providers we currently use are listed above and in our Privacy Policy.

When you use AI Features, your prompts and relevant contextual data are securely transmitted to the applicable AI provider for processing. We maintain contractual agreements with all AI providers that:

  • Contractual prohibition on training. Our agreements with AI providers are designed to prohibit the use of your data to train or improve their models. While we take reasonable steps to enforce these commitments, we cannot independently audit or guarantee the internal data practices of third-party AI providers at all times.
  • Require data encryption in transit using TLS 1.2 or higher.
  • Require deletion of processed data within a reasonable period (typically 30 days or less), retained only for abuse monitoring and security purposes.

Where AI Features are used in automated workflows, the Platform will clearly indicate which outputs were AI-generated and provide you the opportunity to review them before they are sent, filed, or processed externally.

All AI outputs — regardless of which provider generates them — are subject to the disclaimers in Section 4. AI outputs are generated by external services outside of CNEX's control. While we select reputable providers and configure them for quality, we cannot control or guarantee what these models produce. You must treat all AI output as a draft that requires qualified human review.

3.4 Infrastructure & Data Hosting

The Platform and your data are hosted on Amazon Web Services (AWS) infrastructure. Our security practices are designed to follow industry-standard measures and best practices for cloud hosting, and generally include:

  • Encryption at rest and in transit
  • Backup systems and disaster recovery mechanisms
  • Network isolation and firewall configurations
  • Automated monitoring and alerting
  • Regular security patching and updates
  • Access controls and audit logging

The specific systems, configurations, frequencies, and mechanisms in place at any time may vary as we continuously improve our infrastructure. The descriptions above represent our general approach and are not guaranteed specifications.

We operate under a shared responsibility model consistent with AWS best practices: AWS is responsible for the security of the underlying cloud infrastructure (physical data centers, networking, hardware), and CNEX is responsible for the security of the application, data encryption, access controls, and configuration running on that infrastructure.

Despite our best efforts, no infrastructure is perfect. Cloud services, including AWS, may experience outages, data loss, performance degradation, security vulnerabilities, or other failures. Backup systems and failover mechanisms reduce risk but cannot eliminate it entirely. You acknowledge that:

  • Data loss, corruption, or temporary unavailability may occur despite multiple backup systems and redundancy measures.
  • Security exploits, zero-day vulnerabilities, or sophisticated attacks may compromise data despite industry-standard protections.
  • Infrastructure outages may temporarily prevent access to the Platform and your data.
  • It is your responsibility to maintain your own backups of critical business data where the consequences of data loss would be significant to your operations.
  • Your use of the Platform is subject to these inherent limitations of cloud-based systems.

CNEX will use commercially reasonable efforts to maintain the security, availability, and integrity of your data, but provides no guarantee beyond the commitments in Section 17 (Service Availability).

3.5 Beta and Preview Features

We may offer certain features designated as "Beta," "Preview," "Early Access," or similar labels. These features are provided for evaluation purposes, may contain errors, and may be discontinued at any time without notice. Beta features are provided "AS-IS" without any warranty whatsoever. You use Beta features at your own risk and should not rely on them for production business operations. Beta features may have reduced security, performance, or reliability compared to generally available features.

3.6 Accessibility

We are committed to making the Platform accessible to users with disabilities. We aim to conform with the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA. If you encounter accessibility barriers, please contact admin@cnexflow.com.

4. AI-Generated Content — Critical Disclaimer

4.1 Nature of AI Output

The Platform includes AI Features that generate content such as document drafts, invoice estimates, tax calculations, code, task descriptions, and automated responses. All AI-generated content is provided for informational and assistive purposes only.

4.2 No Guarantee of Accuracy

AI-generated content may be inaccurate, incomplete, misleading, or entirely fabricated. This is a known characteristic of AI technology, commonly referred to as "hallucination." The Platform makes no representation or warranty whatsoever regarding the accuracy, reliability, completeness, or fitness for any purpose of any AI-generated content.

4.3 Mandatory Human Review

You must have a qualified person review all AI-generated content before relying on it, publishing it, sending it to third parties, or using it for any business, legal, financial, tax, or employment decision. Specific critical areas requiring mandatory human review include, but are not limited to:

  • Invoices and financial documents: AI-generated amounts, tax calculations, and line items must be verified by a qualified accountant or bookkeeper before sending to clients.
  • Tax calculations and filings: AI-generated tax estimates are approximations only. A qualified tax professional must verify all calculations before filing with any tax authority.
  • Legal documents: AI-generated contracts, terms, policies, or any legally binding text must be reviewed by a qualified legal professional.
  • Payroll calculations: AI-generated pay calculations, tax withholdings, and deductions must be verified by a qualified payroll professional before processing payments.
  • Code and technical output: AI-generated code must be reviewed and tested by a qualified developer before deployment.
  • Client communications: AI-drafted emails, proposals, and correspondence must be reviewed before sending.

4.4 User Responsibility

You are solely responsible for:

  • Reviewing and verifying all AI-generated content before use.
  • Any decisions made based on AI-generated content.
  • Any consequences arising from the use of AI-generated content, whether reviewed or not.
  • Ensuring AI-generated content complies with applicable laws, regulations, and professional standards.

4.5 No Liability for AI Output

CNEX shall not be liable under any circumstances for any loss, damage, penalty, fine, claim, or expense arising from or related to AI-generated content, including but not limited to:

  • Incorrect financial calculations or amounts
  • Inaccurate tax estimates or calculations
  • Erroneous legal language or contractual terms
  • Incorrect payroll calculations or tax withholdings
  • Misleading or fabricated information
  • Copyright or intellectual property issues in AI output
  • Any third-party claims arising from AI-generated content you published or distributed

4.6 Intellectual Property in AI Output

CNEX provides no warranty that AI-generated content is free from intellectual property infringement. AI models may generate content that is similar to or derived from their training data. You are solely responsible for verifying that AI-generated content does not infringe third-party copyrights, trademarks, or other intellectual property rights before use, publication, or distribution. CNEX shall have no liability for IP claims arising from AI-generated output.

4.7 AI Validation

While the Platform may include basic validation checks on AI-generated content (such as format validation, range checks, and required field verification), these checks are intended to catch obvious errors only. They do not guarantee accuracy and do not substitute for the qualified human review required by Section 4.3. You must not treat passing validation as confirmation that AI output is correct.

4.8 Harmful AI Content

AI-generated content may inadvertently contain inappropriate, discriminatory, biased, defamatory, or otherwise harmful language. CNEX may implement content filtering or moderation measures from time to time, but cannot guarantee all harmful content will be detected or prevented. You must review all AI-generated content for appropriateness, legality, and compliance with anti-discrimination and other applicable laws before use. CNEX shall not be liable for any claims arising from harmful content in AI output that you used without adequate review.

4.9 Confirmation of Review

Your use of AI Features to generate, send, file, process, or publish any document, invoice, calculation, or communication constitutes your representation that you have reviewed the AI-generated content and accept full responsibility for its accuracy and consequences. The Platform may display confirmation prompts or review reminders before AI-generated content is sent, filed, or published. These prompts are reminders of your existing obligation under Section 4.3 and do not constitute verification by CNEX. Regardless of whether such prompts are displayed, your responsibility to review all AI-generated content before use remains in full effect at all times.

5. No Professional Advice

5.1 Not a Professional Service Provider

CNEX-Flow is a software tool. CNEX is not, and does not act as, an accounting firm, tax advisor, legal advisor, financial advisor, payroll service provider, employment consultant, or any other professional service provider.

5.2 No Substitute for Professional Advice

The Platform, including all its features, tools, calculations, templates, and AI-generated content, does not constitute and is not a substitute for professional accounting, tax, legal, financial, employment, or any other professional advice. You should always consult appropriately qualified professionals for matters requiring professional expertise.

5.3 No Financial Recommendations

AI Features will not provide recommendations on whether to take specific financial actions, claim specific deductions, or adopt specific tax strategies. Where AI output appears to suggest a course of action, this is informational only and must not be treated as a recommendation. The Platform is not licensed to provide financial advice under the Financial Markets Conduct Act 2013 or equivalent legislation in any jurisdiction.

5.4 Regulatory Compliance

You are solely responsible for ensuring that your use of the Platform complies with all applicable laws, regulations, industry standards, and professional requirements in your jurisdiction, including but not limited to:

  • Tax laws and filing requirements
  • Employment and labor laws
  • Data protection and privacy regulations
  • Anti-money laundering requirements
  • Industry-specific regulations
  • Professional licensing requirements

6. Financial & Tax Data

6.1 Data Accuracy

You are solely responsible for the accuracy of all financial data entered into the Platform, including but not limited to: invoice amounts, expense records, bank transactions, tax rates, tax identification numbers, and financial reports.

6.2 Tax Calculations

Any tax calculations, estimates, or suggestions provided by the Platform (whether generated by predefined algorithmic rules or AI) are approximations only based on the information you have provided and the tax rules configured in the system. All computational outputs of the Platform — whether AI-generated or algorithmically calculated — are subject to potential errors. These calculations may be incorrect due to:

  • Incorrect or incomplete data entry by the user
  • Changes in tax laws not yet reflected in the Platform
  • Jurisdictional differences not accounted for
  • Software bugs or calculation errors
  • AI hallucination or misinterpretation

6.3 Tax Filing

If the Platform assists with tax filing preparation, you are responsible for verifying all figures with a qualified tax professional before submission to any tax authority. CNEX is not liable for any penalties, interest, fines, or other consequences arising from tax filings based on Platform calculations.

6.4 Invoice Accuracy

Invoices generated through the Platform, whether manually created or AI-assisted, are your responsibility. CNEX is not liable for incorrect amounts, wrong recipient details, missing tax information, or any other errors in invoices you send through the Platform.

7. Payroll & Employment Data

7.1 Payroll Tools Only

The Platform provides payroll calculation tools. CNEX is not a payroll service provider. You, as the employer, remain solely responsible for:

  • Accurate calculation and timely payment of employee wages
  • Correct tax withholding and remittance
  • Compliance with all employment laws in your jurisdiction
  • Maintaining required employment records
  • Filing employment-related tax returns
  • Providing required employee notices and documentation

7.2 Employee Data

If you enter employee data into the Platform (including but not limited to names, tax identification numbers, bank account details, salary information, and personal details), you represent and warrant that:

  • You have obtained all necessary consents from employees to process their data through the Platform.
  • You will use the Platform's employee data features in compliance with all applicable privacy and employment laws.
  • You accept full responsibility for the security and appropriate handling of employee data within your Organization.

7.3 Calculation Limitations

Payroll calculations performed by the Platform use rules and rates configured by you or derived from publicly available information. All computational outputs of the Platform — whether AI-generated or algorithmically calculated — are subject to potential errors due to software bugs, outdated tax tables, incorrect configuration, rounding differences, jurisdictional variations, or other causes. The Platform is not a certified payroll system and does not guarantee mathematical accuracy. You must independently verify all payroll calculations with a qualified payroll professional before processing payments or filing returns. CNEX is not liable for any payroll calculation errors regardless of cause.

7.4 No Employment Relationship

No employment, agency, or partnership relationship is created between CNEX and any employee whose data is entered into the Platform by your Organization.

8. Subscription & Billing

8.1 Subscription Plans & Tiers

Access to the Platform requires an active paid subscription. The Platform offers multiple subscription plans and tiers, each with different features, resource allocations, and capabilities. The plans, tiers, features included in each tier, and pricing are published on our website.

Your subscription fee covers the full cost of the services included in your tier for the billing period (monthly or annual) you have selected. There are no hidden charges, usage-based surcharges, or additional fees beyond your subscription price during your paid billing period. You will not be billed any amount above your subscription fee for the services included in your tier during that period.

8.2 Billing

Subscription fees are billed in advance on a monthly or annual basis through our payment processor, Stripe. By subscribing, you authorize recurring charges to your designated payment method at the rate applicable to your selected plan and billing cycle.

8.3 Price Changes

We may change subscription pricing from time to time. We will notify you of any price change by email at least 14 days before the change takes effect. Price changes apply from the start of your next billing cycle after the notice period — they never apply mid-cycle. Your current billing period is always honoured at the rate you were charged.

If you do not agree with a price change, you may cancel your subscription before your next billing cycle begins. If you have pre-paid an annual subscription and the price increases during your annual term, the increase will not apply until your next annual renewal — your current annual term is honoured at the rate you paid.

8.4 Promotional & Introductory Pricing

If you subscribe at a promotional, introductory, or discounted rate, that rate applies only for the period explicitly stated at the time of sign-up. At the end of the promotional period, your subscription will renew at the then-current standard rate. We will notify you by email at least 14 days before the promotional period ends, disclosing the standard rate that will apply. If you do not wish to continue at the standard rate, you may cancel before the promotional period ends.

8.5 Feature Changes

The features included in your subscription tier are as described on our pricing page at the time of your subscription. We may add new features to any tier at any time at no additional cost. If we remove a material feature from your tier or move it to a higher-priced tier, this constitutes a material adverse change and Section 20.3 applies (you may terminate within 30 days for a pro-rata refund). Minor adjustments to feature limits, naming, or grouping that do not materially reduce the functionality of your tier are not considered material changes.

8.6 Extraordinary Cost Adjustment

In the event of a substantial, unforeseen increase in the costs of third-party services essential to the Platform's operation (including but not limited to cloud infrastructure providers, AI model providers, payment processors, and communication service providers), we may adjust subscription pricing during an active billing period as a last resort to maintain the viability of the Service. This provision applies only when:

  • (a)The cost increase is imposed by a third party and is outside CNEX's reasonable control;
  • (b)The cost increase materially affects CNEX's ability to provide the Service at current pricing (generally, an increase exceeding 25% of CNEX's cost base for the affected service);
  • (c)CNEX has made reasonable efforts to absorb or mitigate the cost increase before passing it to users.

If an extraordinary cost adjustment is required:

  • We will notify you by email at least 30 days before the adjustment takes effect, with a clear explanation of the third-party cost increase that triggered it and the proportionate impact on your subscription.
  • The adjustment will be proportionate to the actual cost increase — we will not use this provision to increase margins or fund unrelated business activities.
  • You may reject the adjustment and terminate your subscription within the 30-day notice period. If you terminate under this provision, you will receive a full pro-rata refund for the unused portion of your current billing period (including annual plans).
  • If you do not terminate within the notice period, the adjusted pricing will apply from the date stated in the notice.

This provision is intended solely as a business continuity mechanism. We commit to transparency in any such event and will provide documentation of the underlying cost increase upon reasonable request.

8.7 No Surprise Charges

During any paid billing period, you will only be charged the subscription fee you agreed to at the time of purchase or renewal. We do not charge overage fees, per-transaction fees, or usage-based fees beyond your subscription price. If we ever introduce usage-based pricing for specific features in the future, we will notify you at least 14 days in advance and such pricing will only apply from your next billing cycle with your explicit acceptance.

8.8 Failed Payments

If a payment fails, we will attempt to process the payment again and notify you. If payment remains unsuccessful after a reasonable grace period (up to 7 days), your access to the Platform may be suspended or reduced until payment is resolved.

8.9 Cancellation

You may cancel your subscription at any time through the Platform settings. Upon cancellation:

  • You retain access until the end of your current billing period.
  • No refunds are provided for partial billing periods.
  • You will have 30 days after the end of your subscription to export your data.
  • After the export period, your data will be scheduled for deletion.

8.10 Auto-Renewal

Subscriptions automatically renew at the end of each billing cycle (monthly or annual) at the then-current rate unless you cancel before the renewal date. You will be charged on the renewal date unless you have cancelled. You may cancel auto-renewal at any time through the Platform settings or by contacting admin@cnexflow.com.

8.11 Refunds

All subscription fees are non-refundable except where required by applicable law (including the New Zealand Consumer Guarantees Act 1993).

9. Data Ownership & License

9.1 Your Data

You retain full ownership of all Content you upload to, create within, or input into the Platform. CNEX does not claim ownership of your data.

9.2 License to CNEX

By using the Platform, you grant CNEX a limited, non-exclusive, worldwide license to access, process, store, transmit, and display your Content solely for the purpose of providing, maintaining, and improving the Service. This license terminates when you delete your data or close your account, subject to reasonable backup retention periods and legal obligations.

9.3 Aggregated & Anonymized Data

We may create aggregated, anonymized, or de-identified data derived from your use of the Platform for purposes of product improvement, analytics, and benchmarking. Such data will not identify you, your Organization, or any individual. This aggregated data is not considered your Content.

9.4 AI Output Ownership

You own the output generated by AI Features when you use them. However, CNEX provides no warranty on AI output (see Section 4) and you are solely responsible for its use. Similar or identical AI output may be generated for other users from similar prompts.

10. Data Security & Isolation

10.1 Security Measures

We implement industry-standard security measures to protect your data, including:

  • AES-256-GCM encryption for stored credentials and sensitive data
  • Encryption of data in transit using TLS 1.2 or higher
  • Per-organization workspace isolation using dedicated containers
  • Role-based access controls within Organizations
  • Automated backup systems

10.2 No Guarantee of Security

While we employ reasonable security measures, no method of transmission over the Internet or method of electronic storage is 100% secure. We cannot guarantee the absolute security of your data. You acknowledge and accept this inherent risk.

10.3 Secret Vault

The Secret Vault provides encrypted storage for API keys, credentials, and other sensitive configuration values. CNEX is not responsible for:

  • The validity or functionality of stored credentials
  • Revocation of credentials by third-party providers
  • Unauthorized access resulting from weak, shared, or compromised credentials you store
  • Any consequences of credential exposure in the event of a security breach

Credentials stored in the Secret Vault may be accessed by AI Features (including the Connekz AI assistant) when performing automated tasks on your behalf. While access is controlled and scoped to authorized operations, AI systems may behave unpredictably. You should use scoped, limited-privilege credentials where possible and rotate credentials regularly.

10.4 Your Security Responsibilities

You are responsible for:

  • Using strong, unique passwords for your account
  • Enabling multi-factor authentication where available
  • Managing member access permissions appropriately
  • Reporting security concerns promptly
  • Rotating credentials stored in the Secret Vault as appropriate

11. Third-Party Integrations

11.1 Third-Party Services

As described in Section 3.2, CNEX-Flow orchestrates multiple Third-Party Services to deliver a seamless experience. Current integrations include, but are not limited to:

  • Amazon Web Services (AWS) — for cloud infrastructure, data hosting, storage, and compute
  • Stripe — for payment processing and subscription billing
  • Twilio — for phone calls and SMS messaging
  • LiveKit — for real-time video and voice meetings
  • Deepgram — for speech-to-text transcription
  • Email & calendar providers you connect (e.g. Google, Microsoft, Yahoo, or IMAP/SMTP) — for email and calendar integration
  • Anthropic, OpenAI, xAI — for AI-powered features (see Section 3.3)

Additional integrations may be added over time. A current list of sub-processors is set out in our Privacy Policy.

11.2 Third-Party Terms

Your use of Third-Party Services through the Platform is subject to those services' own terms of service and privacy policies. You are responsible for reviewing and complying with those terms. CNEX is not a party to your agreement with any Third-Party Service.

11.3 No Liability for Third Parties

CNEX is not responsible or liable for:

  • The availability, accuracy, or functionality of any Third-Party Service
  • Payment processing failures, delays, or errors by Stripe
  • Delivery failures, delays, or costs associated with Twilio phone or SMS services
  • Email delivery, synchronization, or data loss related to email and calendar integration
  • Outputs, errors, or availability of AI model providers
  • Changes to Third-Party Service terms, pricing, or functionality
  • Data processed or stored by Third-Party Services
  • Any loss or damage arising from Third-Party Service failures or changes

11.4 Integration Data Sharing

When you enable a Third-Party integration, certain data from your Organization may be shared with that Third-Party Service as necessary for the integration to function. You consent to this data sharing by enabling the integration. You can disable integrations at any time through the Platform settings.

11.5 Email Integration & Legal Privilege

WARNING: Email integration may compromise legal privilege. Emails synced through the Platform are processed by the Platform and the email providers you connect, and may be accessed by AI Features. If your email account contains legally privileged communications, syncing them through the Platform may waive that privilege. Consult your legal advisor before connecting email accounts that contain privileged communications.

11.6 Third-Party Data Display

CNEX is not liable for errors in how the Platform displays, interprets, or processes data received from Third-Party Services. While we aim to accurately reflect information from Third-Party Services (such as payment status from Stripe, email delivery status from your connected email provider, or call logs from Twilio), discrepancies may occur due to timing delays, API changes, parsing errors, or other causes. You should independently verify critical information (such as payment confirmations, delivery receipts, and account balances) directly with the relevant Third-Party Service or through independent records.

11.7 Sub-Processor Responsibility

Where Third-Party Services process personal data on our behalf (as sub-processors under data protection law), CNEX remains responsible to you for the performance of its data protection obligations. We maintain data processing agreements with those providers and conduct periodic due diligence. Our liability for sub-processor data incidents is subject to the limitations in Section 15, except to the extent such limitations are overridden by mandatory data protection law (including GDPR Article 28). You are responsible for ensuring that contact details (phone numbers, email addresses) entered into the Platform for use with integrations are accurate; CNEX is not liable for communications delivered to incorrect recipients due to inaccurate information you provided.

12. Acceptable Use

12.1 Prohibited Conduct

You agree not to:

  • Use the Platform for any illegal purpose or in violation of any laws
  • Upload or transmit malicious software, viruses, or harmful code
  • Attempt to gain unauthorized access to the Platform, other users' accounts, or our systems
  • Circumvent, disable, or interfere with security features of the Platform
  • Use the Platform to store, process, or transmit data that infringes on third-party rights
  • Reverse engineer, decompile, or disassemble the Platform
  • Use automated tools to scrape, crawl, or extract data from the Platform beyond provided APIs
  • Resell, sublicense, or redistribute access to the Platform without our written consent
  • Use the Platform in a manner that could damage, disable, overburden, or impair our systems
  • Impersonate any person or entity or misrepresent your affiliation
  • Use AI Features to generate harmful, deceptive, illegal, or abusive content
  • Use the Platform to send unsolicited communications (spam)

12.2 Export Controls & Sanctions

You represent that you are not located in, or a national or resident of, any country subject to comprehensive trade sanctions. You agree not to use the Platform in violation of any applicable export controls, trade sanctions, or embargo regulations. CNEX may suspend or terminate access for users or Organizations found to be in violation of applicable sanctions.

12.3 Anti-Corruption

You agree not to use the Platform in connection with any bribery, corruption, money laundering, or terrorist financing activity. You will not use the Platform's invoicing, payment, or financial features to create false, misleading, or fraudulent records.

12.4 Resource Limits

Your use of the Platform is subject to the resource limits of your subscription plan (storage, computing, concurrent executions, etc.). Exceeding these limits may result in throttling, suspension, or a requirement to upgrade your plan.

13. Intellectual Property

13.1 CNEX-Flow IP

The Platform, including its design, code, features, documentation, trademarks, and all related intellectual property, is owned by CNEX and is protected by copyright, trademark, and other intellectual property laws of New Zealand and international treaties.

13.2 Limited License

Subject to these Terms, CNEX grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for your internal business purposes during the term of your subscription.

13.3 Restrictions

You may not copy, modify, distribute, sell, lease, or create derivative works based on the Platform or any part of it, except as expressly permitted by these Terms or with our written consent.

13.4 Open Source Software

The Platform incorporates open source software components licensed under various open source licenses (MIT, Apache 2.0, and others). A list of open source components and their respective licenses is available at https://cnexflow.com/legal/open-source. Your use of open source components is subject to their respective license terms. Nothing in these Terms restricts your rights under applicable open source licenses.

13.5 Feedback

If you voluntarily provide us with feedback, suggestions, or ideas specifically regarding the Platform's features and functionality, you grant us a non-exclusive, perpetual, royalty-free license to use, modify, and incorporate such feedback into the Platform without obligation to you. This license does not extend to your proprietary business processes, trade secrets, or confidential information that may be incidentally disclosed during support interactions — only to feedback specifically directed at improving the Platform.

14. Warranty Disclaimer

14.1 "As-Is" and "As-Available"

THE PLATFORM IS PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CNEX EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

  • IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
  • WARRANTIES OF ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT, INCLUDING AI-GENERATED CONTENT
  • WARRANTIES THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS
  • WARRANTIES THAT THE PLATFORM WILL MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS
  • WARRANTIES REGARDING THE ACCURACY OF ANY TAX CALCULATIONS, FINANCIAL REPORTS, PAYROLL CALCULATIONS, OR OTHER COMPUTATIONAL OUTPUTS

14.2 New Zealand Consumer Law

Nothing in these Terms excludes, restricts, or modifies any guarantee, right, or remedy conferred by the New Zealand Consumer Guarantees Act 1993 ("CGA") or any other legislation which cannot lawfully be excluded or restricted. If the CGA applies:

  • (a)For a non-substantial failure of service, CNEX may choose to re-supply the services or pay the cost of having them re-supplied.
  • (b)For a substantial failure of service, you may cancel this agreement and obtain a refund for the unused portion of your subscription, and recover compensation for any reasonably foreseeable loss.
  • (c)The determination of whether a failure is "substantial" is as defined in the CGA.
  • (d)For the avoidance of doubt, AI-generated outputs are provided as drafts requiring human review and do not constitute the final deliverable of the Service. The Service is the provision of the Platform tools, not the accuracy of any particular output. The guarantees in sections 28, 29, and 30 of the CGA apply to the extent required by law.

15. Limitation of Liability

15.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CNEX SHALL NOT BE LIABLE FOR ANY:

  • Indirect, incidental, special, consequential, or punitive damages
  • Loss of profits, revenue, business opportunities, or goodwill
  • Loss of data (beyond the Platform's reasonable backup obligations)
  • Cost of procurement of substitute services
  • Tax penalties, interest, or fines arising from incorrect calculations
  • Payroll errors, underpayments, overpayments, or employment law violations
  • Damages arising from reliance on AI-generated content
  • Damages arising from Third-Party Service failures or changes
  • Damages arising from unauthorized access to your account due to compromised credentials

15.2 Liability Cap

CNEX'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED:

  • (A) FOR CLAIMS ARISING FROM CNEX'S OWN SECURITY BREACH OR DATA LOSS DUE TO CNEX'S FAILURE TO IMPLEMENT THE SECURITY MEASURES DESCRIBED IN THESE TERMS: The greater of the total fees paid by you in the twenty-four (24) months preceding the event, or NZD $5,000.
  • (B) FOR ALL OTHER CLAIMS (including but not limited to AI output errors, Third-Party Service failures, calculation errors, and service availability): The greater of the total fees paid by you in the twelve (12) months preceding the event, or NZD $500.

15.3 Applicability

The limitations in this section apply regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise) and even if CNEX has been advised of the possibility of such damages.

15.4 Exceptions

Nothing in this Section 15 limits CNEX's liability for: (a) death or personal injury caused by CNEX's negligence; (b) fraud or fraudulent misrepresentation by CNEX; (c) gross negligence or willful misconduct by CNEX; or (d) any liability that cannot be limited or excluded by applicable law, including the New Zealand Consumer Guarantees Act 1993.

15.5 Essential Basis

You acknowledge that the fees charged by CNEX reflect the allocation of risk set forth in this agreement and that CNEX would not enter into this agreement without these limitations on liability. This limitation of liability has been negotiated between the parties and reflects the pricing of the Service.

16. Indemnification

You agree to indemnify, defend, and hold harmless CNEX, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

  • Your use of the Platform or violation of these Terms
  • The accuracy or legality of Content you upload or create
  • Your violation of any applicable law, regulation, or third-party rights
  • AI-generated content that you reviewed, approved, and subsequently published or distributed to third parties
  • Tax filings, financial reports, or regulatory submissions that you reviewed and submitted based on Platform data or calculations
  • Payroll processing errors or employment law violations resulting from your Organization's use of Platform outputs without the independent professional verification required by Section 7.3
  • Third-party claims arising from your use of the Platform
  • Your failure to obtain necessary consents from employees, clients, or other data subjects
  • Unauthorized access to your account resulting from your failure to maintain account security
  • Your use of Third-Party Services through the Platform
  • Third-party claims (by employees, clients, or other third parties) arising from your Organization's use of the Platform, except to the extent such claims arise from CNEX's own negligence or breach of its obligations under these Terms

17. Service Availability

17.1 Availability

We aim to maintain high availability of the Platform and invest significantly in infrastructure, redundancy, and monitoring to minimize downtime.

17.2 Service Level (Paid Plans)

For paid subscription plans, our target uptime is 99.9% measured monthly, excluding scheduled maintenance windows. If monthly uptime falls below this target, you may request service credits:

  • 99.0%–99.9% uptime: 10% credit on that month's subscription fee
  • 95.0%–98.9% uptime: 25% credit on that month's subscription fee
  • Below 95.0% uptime: 50% credit on that month's subscription fee

Service credit requests must be submitted within 30 days of the affected month. Service credits are your sole and exclusive remedy for downtime and are capped at 50% of one month's subscription fee. Credits are applied to future billing and are not redeemable for cash.

17.3 Scheduled Maintenance

We may perform scheduled maintenance that temporarily affects Platform availability. We will provide reasonable advance notice of scheduled maintenance where possible, typically via in-app notification or email.

17.4 Critical Deadlines

CNEX-Flow is not designed to be the sole system of record for time-critical regulatory filings or the only copy of critical business data. You are responsible for maintaining independent access to data required for regulatory deadlines (tax filings, payroll processing, compliance submissions). We recommend regular data exports using the Platform's export features and maintaining parallel records for filings with fixed deadlines. CNEX is not liable for missed deadlines resulting from Platform unavailability.

17.5 No Absolute Guarantee

Despite our uptime targets and service credit commitments, we cannot guarantee completely uninterrupted access. Service interruptions may occur due to maintenance, urgent security patches, infrastructure failures, or circumstances beyond our control (see Section 23.5 Force Majeure).

18. Suspension & Termination

18.1 Suspension by CNEX

We may suspend your access to the Platform immediately if:

  • You fail to make required payments after the grace period
  • We reasonably believe you are violating these Terms or the Acceptable Use Policy
  • Your use poses a security risk to the Platform or other users
  • We are required to do so by law or regulatory authority
  • Your account shows signs of unauthorized access

18.2 Termination by CNEX

We may terminate your account with 30 days' written notice for any reason, or immediately for cause (material breach of these Terms).

18.3 Termination by You

You may terminate your account at any time through the Platform settings or by contacting admin@cnexflow.com.

18.4 Effect of Termination

Upon termination:

  • Your right to access the Platform ceases at the end of your current billing period (if terminated by you), or immediately (if terminated by CNEX for cause).
  • For voluntary termination: you will have a reasonable period (up to 30 days) after your billing period ends to export your data using the Platform's export features, subject to availability.
  • For termination by CNEX: we will use commercially reasonable efforts to provide export access for up to 30 days, unless termination was due to illegal activity, abuse, or a court order requiring immediate data restriction.
  • After the export period, your data will be scheduled for permanent deletion, subject to legal retention requirements (see Section 19.3).
  • If you request immediate account deletion instead of the export period, we will process that request promptly.
  • Any outstanding fees remain payable.

19. Data Portability & Export

19.1 Export

You may export your data at any time during your active subscription. We are progressively building automated export capabilities across the Platform. Export formats and scope may vary by data type and feature area. Where automated export is not yet available for specific data types, you may request a manual data export by contacting admin@cnexflow.com and we will provide your data in a structured, commonly used, machine-readable format (JSON or CSV) within 30 days of your request. This right exists regardless of whether automated export features are available for the data type in question.

19.2 Post-Termination Export

After account termination, you will have a reasonable period (up to 30 days) to export your data (see Section 18.4). During this period, CNEX will use commercially reasonable efforts to maintain availability of your data and any applicable export features. After the export period, your data will be permanently deleted from primary systems, except for data retained under Section 19.3. Backup copies will be purged within 90 days of primary deletion.

19.3 Legal Retention

Certain data may be retained beyond the export period where required by law (e.g., tax records, employment records). Such data will be stored securely and deleted when no longer legally required.

20. Modifications to Terms

20.1 Right to Modify

We reserve the right to modify these Terms at any time.

20.2 Notice of Changes

For material changes, we will provide at least 30 days' notice via email to the address associated with your account and/or through a prominent notice within the Platform.

20.3 Acceptance of Changes

Your continued use of the Platform after the effective date of any changes constitutes acceptance of the modified Terms. If you do not agree with the modified Terms, you must stop using the Platform before the changes take effect and close your account. If we make material changes that adversely affect your rights, you may terminate your subscription within 30 days of the notice and receive a pro-rata refund for the unused portion of any pre-paid subscription period.

20.4 Review Responsibility

It is your responsibility to review these Terms periodically. We recommend reviewing them at least once every three months.

21. Dispute Resolution

21.1 Good Faith Negotiation

In the event of any dispute arising out of or relating to these Terms, the parties agree to first attempt to resolve the dispute through good faith negotiation for a period of 30 days.

21.2 Mediation

If the dispute cannot be resolved through negotiation, the parties agree to attempt mediation before initiating any court proceedings.

21.3 Individual Basis Only

To the maximum extent permitted by applicable law, any dispute resolution proceedings shall be conducted on an individual basis only and not as part of a class, consolidated, or representative action. If this provision is found to be unenforceable in your jurisdiction, then this specific provision (and only this provision) shall be severed, and any class, consolidated, or representative proceedings shall be subject to the exclusive jurisdiction of the courts of New Zealand, governed by New Zealand law, and any damages awarded shall remain subject to the limitations in Section 15.

21.4 Jurisdiction

Any dispute not resolved through negotiation or mediation shall be submitted to the exclusive jurisdiction of the courts of New Zealand. This jurisdiction clause may not apply in jurisdictions where it is prohibited by mandatory consumer protection law. In such cases, disputes may be brought in any court of competent jurisdiction as determined by the applicable mandatory law, but shall still be governed by New Zealand law to the maximum extent permitted.

21.5 Limitation Period

To the maximum extent permitted by applicable law, any claim arising out of or relating to these Terms or the Service must be brought within two (2) years after the cause of action accrues. This limitation does not apply to claims under the Consumer Guarantees Act 1993, the Fair Trading Act 1986, the Privacy Act 2020, the Human Rights Act 1993, GDPR, or other statutes that prescribe their own limitation periods or where contractual shortening of limitation periods is prohibited.

22. Governing Law

These Terms are governed by and construed in accordance with the laws of New Zealand, without regard to its conflict of laws principles.

23. General Provisions

23.1 Entire Agreement

These Terms, together with our Privacy Policy, any applicable Data Processing Agreement (DPA), and any applicable subscription agreement, constitute the entire agreement between you and CNEX regarding the Platform and supersede all prior agreements, understandings, representations, and marketing communications (see "Marketing Materials, Promotional Content & Representations" section above). No pre-contractual statement, advertisement, or promotional material forms part of this agreement unless expressly incorporated herein.

23.2 Data Processing Agreement

A Data Processing Agreement (DPA) forms part of these Terms for all customers whose use of the Platform involves the processing of personal data subject to the GDPR or equivalent data protection legislation. The DPA applies automatically and does not require separate execution. A copy of the DPA is available at https://cnexflow.com/legal/dpa or by contacting admin@cnexflow.com.

23.3 Audit Rights

Upon reasonable written request (no more than once per year) and subject to appropriate confidentiality obligations, CNEX will make available information reasonably necessary to demonstrate compliance with its data protection and security obligations, including summary results of relevant security audits or certifications.

23.4 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

23.5 Waiver

The failure of CNEX to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

23.6 Assignment

CNEX may assign these Terms in connection with a merger, acquisition, or sale of assets. You may not assign your rights or obligations under these Terms without our prior written consent.

23.7 Force Majeure

CNEX shall not be liable for any failure or delay in performing its obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to: natural disasters, pandemics, war, terrorism, government actions, infrastructure failures, internet outages, or third-party service failures.

23.8 Notices

Notices to CNEX should be sent to admin@cnexflow.com. Notices to you will be sent to the email address associated with your account.

24. Contact Information

IDL Creations Limited (trading as CNEX)

New Zealand

  • Email: admin@cnexflow.com
  • Website: https://cnexflow.com

By using CNEX-Flow, you acknowledge that you have read these Terms of Service in their entirety, understand them, and agree to be bound by them. If you do not agree, do not use the Service.