Terms of Service
Effective date: 19 July 2026
These Terms of Service (“Terms”) are a legally binding agreement between you (“you” or “User”) and Proppi Limited (NZBN 9429053332912), a company incorporated in New Zealand and trading as Proppi (“we”, “us”, or “Proppi”). By creating an account or using Proppi’s services atmembers.proppi.ai(the “Service”), you agree to be bound by these Terms. If you do not agree, do not use the Service.
1. Definitions
- “Account” means your registered Proppi account.
- “User Content” means any documents, files, images, data, or other materials you upload, submit, or make available through the Service.
- “AI Output” means any text, classification, extraction, summary, work-for-approval pack, checklist, action list, or other work generated by Proppi’s artificial intelligence systems in response to work you start or document processing.
- “Property” means a real property address or unit you register within the Service.
2. Eligibility
You must be at least 18 years old and have the legal capacity to enter into a binding agreement. If you use the Service on behalf of an organisation, you represent and warrant that you have authority to bind that organisation to these Terms.
3. Account Registration and Security
- You must provide accurate, current, and complete information during registration.
- You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.
- You must notify us immediately atcontact@proppi.aiif you suspect unauthorised access to your account.
- We reserve the right to suspend or terminate accounts that violate these Terms or are inactive for more than 12 consecutive months.
4. The Service
Proppi is an AI workspace for property work that provides:
- Document ingestion — upload property documents (leases, invoices, inspection reports, insurance policies, building reports, and similar) in PDF, JPEG, PNG, and scanned formats.
- AI-powered classification and extraction — automatic categorisation of documents, extraction of key entities (dates, amounts, parties, addresses), and organisation by property.
- Work for approval — prepared work, summaries, packs, checklists, and action lists prepared as source-linked work for approval with page-level citations.
- Event tracking — key dates, deadlines, and renewal notices extracted from your documents.
We may modify, enhance, or discontinue parts of the Service. Where a change materially reduces the functionality available to you on your current plan, we will give you at least 30 days’ advance notice by email or in-app notification before the change takes effect, except where the change is required by law, addresses a security or operational risk, or is made for the benefit of users. Non-material improvements, bug fixes, and additions of optional functionality may be made without advance notice.
5. AI Output — Important Disclaimer
Please read this section carefully.
- AI Output is generated by machine learning models and is provided on an“as-is” and “informational only”basis. It may contain errors, omissions, or inaccuracies.
- AI Output does not constitute legal, financial, tax, property management, valuation, or professional advice of any kind. You must not rely on AI Output as a substitute for qualified professional advice.
- You are solely responsible for verifying the accuracy of all AI Output before making any decisions based on it. This includes (without limitation) lease expiry dates, rental amounts, notice periods, compliance deadlines, and financial figures.
- We do not warrant that AI Output will be accurate, complete, current, or free from error. Our AI models are continuously improved, but no AI system can guarantee perfect accuracy.
- Proppi is not liable for any loss, damage, or cost arising from your reliance on AI Output without independent verification.
6. User Content and Intellectual Property
- You retain ownership. You retain all rights, title, and interest in your User Content. Nothing in these Terms transfers ownership of your documents to us.
- Processing licence. By uploading User Content, you grant us a limited, non-exclusive, royalty-free licence to process, store, analyse, and index your User Content solely for the purpose of providing and improving the Service to you. This licence terminates when you delete your User Content or your account is closed.
- No training on your data. We do not use your User Content to train our AI models. Your documents are processed individually in the context of your account and are not shared with other users or used as training data.
- Your representations. You represent and warrant that you have all necessary rights, permissions, and consents to upload and process your User Content through the Service, and that doing so does not infringe the rights of any third party.
7. Data Handling and Security
- Encryption. All User Content is encrypted at rest and in transit using industry-standard encryption protocols.
- Access controls. Only you (and team members you explicitly authorise) can access your documents. Our staff do not access your documents except where required for technical support with your written consent, or where required by law.
- Third-party processors. The Service uses third-party infrastructure and AI providers to process your documents. These processors are bound by data processing agreements and are prohibited from using your data for their own purposes. Details are set out in ourPrivacy Policy.
- Data retention. We retain your User Content for as long as your account is active. Upon account deletion, we will delete your User Content within 30 days, except where retention is required by law.
- Data portability. You may export your documents at any time through the Service. We will not hold your data hostage.
8. Acceptable Use
You agree not to:
- Use the Service for any unlawful purpose or in violation of any applicable law or regulation.
- Upload content that is illegal, defamatory, obscene, or that infringes the intellectual property or privacy rights of others.
- Attempt to gain unauthorised access to the Service, other accounts, or our systems.
- Reverse-engineer, decompile, or disassemble any part of the Service.
- Use automated scripts, bots, or scrapers to access the Service outside of our published APIs.
- Resell, sublicence, or redistribute the Service or AI Output to third parties without our prior written consent.
- Interfere with or disrupt the integrity or performance of the Service or its infrastructure.
- Circumvent usage limits, billing mechanisms, or security measures.
We may suspend or terminate your access without notice if you breach this section.
9. Plans, Billing, and Payment
- Current offering. The Service is currently provided free of charge to early members while it is being built, as described on our pricing page. No payment method is required. Fair-use limits may apply to protect service stability; we will never delete your existing documents because you reach a limit.
- Future paid plans. We may introduce paid plans in the future. If we do, we will give existing accounts at least 30 days’ notice before any fee applies to them, and no charge will ever be made without your express agreement to a paid plan. Any pricing will be shown in your local currency — New Zealand dollars (NZD) for New Zealand customers, Australian dollars (AUD) for Australian customers — exclusive of GST (NZ) or GST (AU) where applicable.
- Taxes. If paid plans are introduced, you are responsible for all applicable taxes. If we are required to collect GST or other taxes, they will be added to your invoice.
10. Cancellation, Downgrade, and Refunds
- No lock-in. You may close your account at any time from your account settings. There are no cancellation fees or penalties.
- Effect of cancellation of a future paid plan. If paid plans are introduced and you cancel one, you retain access to that plan until the end of the billing period you have paid for, after which your account continues on the then-current free offering (subject to its limits).
- Refunds. If paid plans are introduced, subscription fees are non-refundable except where required by: the New Zealand Consumer Guarantees Act 1993; the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) where you are a “consumer” as defined in that law (see Section 12.5); or other applicable law. If you believe you are entitled to a refund, contact us atcontact@proppi.ai.
- Data after termination. Following account closure, we retain your data for 30 days to allow for reactivation. After 30 days, your User Content is permanently deleted and cannot be recovered.
11. Service Availability and Support
- We aim to maintain high availability but do not guarantee uninterrupted access. The Service may be unavailable due to maintenance, updates, or circumstances beyond our reasonable control.
- We will use reasonable efforts to notify you of planned maintenance in advance.
- Support is provided via email atcontact@proppi.ai. While the Service is free for early members, all accounts receive the same support.
12. Limitation of Liability
- To the maximum extent permitted by law, Proppi’s total aggregate liability to you for any claims arising out of or in connection with these Terms or the Service is limited to the amount you paid to us in the 12 months preceding the claim.
- To the maximum extent permitted by law, we are not liable for any indirect, incidental, special, consequential, or punitive damages, including (without limitation) loss of profits, loss of data, loss of business opportunity, or loss of goodwill, even if we have been advised of the possibility of such damages.
- Without limiting the generality of the above, we are not liable for any loss arising from:
- Errors or inaccuracies in AI Output.
- Decisions made in reliance on AI Output without independent verification.
- Unauthorised access to your account caused by your failure to safeguard your credentials.
- Service interruptions, delays, or performance issues.
- Actions of third-party providers or integrations.
- Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable New Zealand law, including the Consumer Guarantees Act 1993.
- Australian Consumer Law — non-excludable rights.If you are a “consumer” as defined under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010(Cth)) (“ACL”), the supply of the Service to you may include statutory consumer guarantees that cannot be excluded, restricted, or modified by these Terms. Nothing in these Terms operates to exclude, restrict, or modify any such non-excludable right or remedy you may have under the ACL or any other applicable law where to do so would contravene that law or cause any term of these Terms to be void. Where the ACL permits us to limit our liability for a breach of a non-excludable consumer guarantee, our liability is limited, at our option, to: (a) supplying the Service again; or (b) paying the cost of having the Service supplied again.
13. Indemnification
You agree to indemnify, defend, and hold harmless Proppi, its directors, officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with:
- Your use of the Service.
- Your User Content, including any claim that it infringes third-party rights.
- Your breach of these Terms.
- Your violation of any applicable law or regulation.
Consumer carve-out. The indemnity above does not apply to claims arising from your ordinary, personal, or household use of the Service, and does not apply to the extent that requiring you to indemnify Proppi would: (a) contravene the New Zealand Consumer Guarantees Act 1993; (b) contravene the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) where you are a “consumer” as defined in that law; or (c) otherwise be unenforceable as an unfair contract term. The indemnity is intended to apply to claims arising from your unlawful or unauthorised use of the Service and is limited to the extent of your fault or breach.
14. Our Intellectual Property
The Service, including its software, algorithms, AI models, design, branding, and documentation, is owned by Proppi Limited and is protected by copyright, trademark, and other intellectual property laws. These Terms do not grant you any right, title, or interest in the Service except the limited right to use it in accordance with these Terms.
15. Privacy
Your use of the Service is also governed by ourPrivacy Policy, which describes how we collect, use, store, and disclose personal information. By using the Service, you consent to the practices described in the Privacy Policy.
16. Termination by Us
- We may suspend or terminate your account if you materially breach these Terms, including violation of the Acceptable Use policy. Where the breach is capable of being remedied, we will give you written notice describing the breach and a reasonable period (not less than 7 days) to remedy it before suspending or terminating, except where: (a) the breach causes or threatens immediate harm to us, the Service, or other users; (b) the breach involves unlawful activity or a breach of intellectual property rights; or (c) we are required by law to act immediately. We will not exercise a right of suspension or termination unreasonably or as a means of avoiding a legitimate complaint or claim by you.
- We may terminate the Service entirely with at least 90 days’ notice. In such case, we will provide you with a reasonable opportunity to export your data.
- Upon termination, your licence to use the Service ends immediately. Sections that by their nature should survive termination will survive, including Sections 5, 6, 12, 13, 14, 18, and 19.
17. Modifications to These Terms
- We may update these Terms from time to time. When we make material changes, we will notify you by email or through an in-app notification at least 30 days before the changes take effect.
- Your continued use of the Service after the effective date of the updated Terms constitutes your acceptance of the changes.
- If you do not agree with the updated Terms, you may cancel your account before the changes take effect at no cost, and (where applicable) we will refund any pre-paid fees for service periods after the effective date of the change. The right to modify these Terms does not extend to changes that would unreasonably disadvantage you in respect of services you have already paid for. Changes that clarify pre-existing rights, correct errors, or are required by law to be made may take effect on shorter notice as permitted by applicable law.
18. Governing Law and Dispute Resolution
- These Terms are governed by and construed in accordance with the laws of New Zealand.
- Any dispute arising out of or in connection with these Terms shall first be attempted to be resolved through good-faith negotiation between the parties for a period of 30 days.
- If the dispute cannot be resolved through negotiation, it shall be submitted to the exclusive jurisdiction of the courts of New Zealand.
- Nothing in this section prevents either party from seeking urgent injunctive or equitable relief from a court of competent jurisdiction.
- Australian Consumer Law claims. If you are a consumer resident in Australia, nothing in this Section 18 limits your right to: (a) bring proceedings in respect of any non-excludable right or remedy under the Australian Consumer Law in the courts of the State or Territory in Australia in which you reside; or (b) lodge a complaint with the Australian Competition and Consumer Commission, the relevant State or Territory consumer affairs office, or any other regulator with jurisdiction over the matter. The choice of New Zealand law and exclusive New Zealand court jurisdiction in this Section 18 does not apply to claims that, by operation of mandatory provisions of the Australian Consumer Law, must be heard by an Australian court or determined under Australian law.
19. General Provisions
- Entire agreement. These Terms, together with the Privacy Policy, constitute the entire agreement between you and Proppi regarding the Service.
- Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.
- Waiver. Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.
- Assignment. You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations without restriction (for example, in the event of a merger or acquisition).
- Force majeure. We are not liable for any failure to perform our obligations where such failure results from causes beyond our reasonable control, including natural disasters, pandemic, war, terrorism, government action, power failure, internet disruption, or third-party service outages.
- No agency. Nothing in these Terms creates a partnership, joint venture, or agency relationship between you and Proppi.
- Notices. We will send notices to the email address associated with your account. You are responsible for keeping your email address current. Notices sent by email are deemed received 24 hours after sending.
20. Contact Us
If you have questions about these Terms, contact us at:
Proppi Limited
NZBN 9429053332912 — trading as Proppi
Incorporated in New Zealand
Email:contact@proppi.ai
Website:www.proppi.ai