Terms of Service

1. Acceptance of Terms

By clicking "I Agree", registering an Account, or beginning to use the Service, you confirm that you have read, understood, and agree to be bound by these Terms of Service.

If you are registering on behalf of an Organisation, you represent and warrant that you have the legal authority to bind that Organisation to these Terms, and that your acceptance constitutes a binding obligation of the Organisation. If you do not have such authority, you must not register or use the Service on the Organisation's behalf.

If you do not agree to any part of these Terms, please do not use the Service.

2. Definitions

• CostDesk / we / us — The CostDesk software platform and its operator, CHIPI LIMITED
• Service — All features, modules, and content provided through the CostDesk platform
• Organisation — A business or entity that has subscribed to CostDesk
• User / you — An individual accessing CostDesk — either the Account owner or a member added by the Organisation
• Account — The account created to access and use the Service
• User Data — Financial, project, and operational data entered into the system by the Organisation or its Users
• Plan — The subscription plan selected by the Organisation, defining the scope of features and applicable fees
• Account Credit — A monetary credit applied to an Organisation's account, offset automatically against future invoices
• Free Plan — A no-fee plan with limits on features and resource usage
• AI Features — Features that use artificial intelligence provided by CostDesk, for example extracting data from invoices, processed through a third-party AI model provider
• AI Credit — A prepaid balance used to access AI Features, deducted automatically based on usage

3. Description of Service

CostDesk is a SaaS platform for project financial management, covering cost tracking, revenue, profit and loss, and financial metrics at both project and company level.

The Service is offered across multiple plans, including a Free Plan and paid plans. Some features, including AI Features, are available only on certain plans or require AI Credit.

The Service is provided as-is. CostDesk makes reasonable efforts to maintain stable operation but does not guarantee uninterrupted availability.

4. Registration and Accounts

4.1 Registration information — A valid email address is required to create an Account. Other personal details are optional or determined by the Organisation.

Where the Account is created on behalf of an Organisation, the registering individual represents and warrants that: (a) they are authorised to act on behalf of the Organisation; (b) the Organisation has the legal capacity to enter into this agreement; and (c) all information provided during registration is accurate and not misleading. CostDesk may request evidence of such authority at any time.

4.2 Account security — You are responsible for keeping your login credentials secure and for all activity that occurs under your Account. Notify us immediately at [email protected] if you discover any unauthorised access.

4.3 User management within an Organisation — Organisation Administrators may add, assign permissions to, and remove users within their organisation.

4.4 Age requirement — The Service is intended for individuals aged 18 or older.

5. Fees and Payment

5.1 Applicable fees — Fees are charged based on the Plan selected by the Organisation.

5.2 Billing cycle — Fees are billed on a recurring basis (quarterly, semi-annually, or annually) as per the subscribed Plan. Where additional Users are added mid-cycle, a pro-rated charge will be applied immediately for the remainder of the current billing period.

5.3 Automatic renewal — Plans automatically renew at the end of each billing cycle, unless cancelled at least 7 days before the next renewal date.

5.4 Refunds — Fees paid are generally non-refundable. Exceptions:

• Where the Organisation cancels under clause 11.1 and a positive Account Credit balance exists at the time the account closes, that balance will be refunded to the Organisation.
• Where CostDesk terminates the Service for reasons not attributable to the Organisation under clause 11.3.
• Where required by applicable law.

Unused prepaid amounts resulting from a mid-cycle reduction in Users are handled as Account Credit under clause 5.8.

5.5 Fee changes — CostDesk may adjust fees with at least 30 days' notice via the Organisation's registered email address.

5.6 Enterprise Usage and Commercial Review

Certain Organisations may qualify for Enterprise commercial terms based on their scale, usage patterns, or operational complexity.

Enterprise eligibility may include, but is not limited to:

• (a) large-scale or high-value project portfolios,
• (b) complex financial, procurement, or organisational structures,
• (c) sustained or high-volume usage of the platform, or
• (d) business operations materially larger than typical self-service customers.

Where an Organisation's usage or business scale materially exceeds standard self-service usage, CostDesk reserves the right to initiate a commercial review and propose adjusted subscription terms. Any such adjustment will take effect at the next billing cycle or upon reasonable prior notice.

Commercial review or pricing adjustments shall not interrupt service continuity, restrict access to the Organisation's data, or affect historical data availability.

5.7 Fair Use and Resource Usage

The Service is priced based on the number of Users and a level of platform usage reasonably consistent with the subscribed Organisation's size and operational scope. CostDesk reserves the right to monitor resource consumption, including transaction volume, storage, record creation, and operational frequency.

Where an Organisation's resource consumption materially and persistently exceeds what is reasonably expected for its subscription tier, CostDesk may:

• (a) notify the Organisation and propose adjusted pricing reflecting actual resource consumption;
• (b) require migration to a higher-tier or custom plan within 30 days of notification; or
• (c) apply resource controls, including rate limiting, throttling, or temporary feature restriction, where consumption materially impacts service quality for other customers.

Any pricing adjustment under this clause takes effect at the next billing cycle following 14 days' written notice. Service continuity and data access are not affected during this period.

5.8 Account Credit

Where the Organisation reduces the number of Users mid-cycle, the unused portion of prepaid fees will be calculated on a pro-rated basis and applied as Account Credit to the Organisation's account.

Account Credit: (a) is applied automatically against future invoices; (b) does not expire while the Organisation maintains an active or suspended subscription; (c) will be refunded to the Organisation upon customer-initiated cancellation under clause 11.1 or CostDesk termination under clause 11.3; and (d) is forfeited where the account is terminated for material breach under clause 11.2.

5.9 Payment Retry and Dunning

Where a scheduled payment fails, CostDesk will attempt to collect payment according to the following process:

• First attempt failure — The Organisation's Administrator is notified by email with a link to update payment details. A second charge attempt will be made after 24 hours.
• Second attempt failure — The Administrator is notified again. A third charge attempt will be made after a further 72 hours.
• Third attempt failure — The Account is moved to suspended status as described in clause 11.1a.

The Organisation remains responsible for all outstanding fees throughout this process.

5.10 Free Plan

CostDesk offers a no-fee Free Plan with limits on features and resource usage. The Free Plan carries no service-level commitment (SLA) and is not subject to any refund policy.

CostDesk may adjust the limits, change the scope, or discontinue the Free Plan with at least 30 days' notice via the registered email or an in-app notification. Before the Free Plan is discontinued, the Organisation may still export its data under clause 7.3.

5.11 AI Features and AI Credit

AI Features are metered by usage and deducted from the AI Credit prepaid by the Organisation. When AI Credit runs out, AI Features are paused until the Organisation tops up; other features of the Service are not affected.

AI Credit purchased is non-refundable, except where required by applicable law, and does not expire while the account remains active. CostDesk may set usage limits on AI Features to protect overall service quality.

5.12 Consent to data access for AI and Machine Learning

By enabling and using AI and Machine Learning Features, the Organisation consents to CostDesk and its third-party AI model provider accessing and processing the relevant User Data to the extent necessary to deliver the feature.

If the Organisation does not agree to this and wishes to use its own AI model, the Organisation must notify CostDesk at [email protected] so that a suitable arrangement can be agreed. In that case, the shared AI Features may be unavailable until a separate arrangement is in place.

6. Intellectual Property

6.1 The CostDesk platform, interface, source code, documentation, and brand are the property of CHIPI LIMITED.

6.2 CostDesk grants the Organisation a limited, non-exclusive, non-transferable licence to use the Service for the duration of the active subscription.

6.3 The Organisation retains full ownership of its User Data. CostDesk has no right to use User Data beyond what is required to operate the Service.

7. User Data

7.1 The Organisation is responsible for the accuracy, lawfulness, and completeness of User Data.

7.2 CostDesk processes User Data only within the scope of the software's features. Details on data protection are in the Privacy Policy at costdesk.co/privacy.

7.3 The Organisation may export its User Data at any time during the active subscription period.

8. Acceptable Use

You agree not to use the Service for:

• Violating applicable law or the rights of any third party
• Uploading or distributing malicious code or harmful software
• Deliberately attempting to gain unauthorised access to other organisations' data
• Sharing Account credentials with unauthorised parties
• Engaging in fraud, impersonation, or misrepresentation
• Reverse engineering, copying, or reproducing the platform

CostDesk reserves the right to suspend or terminate Accounts that breach these commitments.

9. Limited Warranty

• The Service is provided "as-is" without any warranties beyond those expressly stated in these Terms
• CostDesk does not warrant that the Service will operate continuously, without interruption, or free of errors
• CostDesk is not responsible for business decisions made based on data from the system
• Results from AI Features (for example data extracted from invoices) may not be fully accurate; the Organisation is responsible for reviewing and confirming them before use for accounting, financial, or decision-making purposes. CostDesk is not responsible for consequences arising from unreviewed AI results

10. Limitation of Liability

10.1 CostDesk is not liable for any indirect, incidental, consequential, or lost-profit damages.

10.2 Total liability shall not exceed the total fees paid in the 6 months immediately preceding the claim.

10.3 Above limitations do not apply to: death or personal injury; fraudulent or intentional conduct; or any liability that cannot be limited under applicable law.

11. Termination

11.1 The Organisation may cancel at any time. Account remains active until the end of the current billing cycle.

11.1a Account Suspension — CostDesk may suspend an Organisation's account where payment is not received following the retry process described in clause 5.9. During suspension: (a) standard user access is disabled; (b) the Organisation's Administrator retains access solely to resolve the outstanding payment; (c) all User Data is preserved intact. Suspension is lifted immediately upon successful payment. If suspension is not resolved within 30 days, CostDesk may terminate the account under clause 11.2.

11.2 CostDesk may terminate immediately for material breach. Material breach includes, without limitation: non-payment not resolved within the suspension period under clause 11.1a; violation of Section 8 (Acceptable Use); providing false information during registration; or any action that causes harm to CostDesk's systems, reputation, or other customers.

11.3 CostDesk may terminate without cause with 30 days' notice, with pro-rated refund of unused prepaid fees.

11.4 After termination, User Data retained for up to 30 days for data export, then securely deleted.

12. Changes to Terms

CostDesk may update these Terms. For material changes, we will provide notice at least 14 days before the change takes effect. Continued use constitutes acceptance. The current version is always available at costdesk.co/terms.

13. General Provisions

13.1 Governing law — Laws of New Zealand.

13.2 Dispute resolution — Direct negotiation within 30 days, then courts of New Zealand.

13.3 Severability — Invalid provisions modified to minimum extent necessary.

13.4 Entire agreement — These Terms and the Privacy Policy constitute the entire agreement.

13.5 No waiver — Failure to enforce a provision is not a waiver.

13.6 Assignment — Organisation may not assign without CostDesk's written consent.

13.7 Force Majeure — Neither party is liable for failure to perform obligations due to causes beyond their reasonable control, including natural disasters, government action, cyberattacks, internet outages, or third-party platform failures. The affected party must notify the other promptly and use reasonable efforts to resume performance.