Terms and Conditions

Version 2.0 · Effective on your acceptance · Last updated 25 June 2026

1. Definitions and Interpretation

In these terms:

  • "we", "us", "our", "Vantaige" means Extended Realities Limited (New Zealand company number 9298698, NZBN 9429052504471), trading as GeneXR, the operator of the Vantaige platform.
  • "you", "your", "Subscriber" means the organisation that subscribes to and pays for the Service.
  • "Service" means the Vantaige platform and the services we provide to you under these terms, but does not include the separately-arranged setup and onboarding phase described in clause 4.
  • "Your Clients" means the people and organisations who commission, receive, are shown, or rely on the inspection reports you produce using the Service. Your Clients are not party to these terms.
  • "Your Content" means the content you create using the Service, including your inspection data, voice recordings, photos, observations, and finished reports.
  • "Supplied Material" means any reports, templates, formats, section wording, checklists, logos, images, and other material you give us, including for us to model your report templates on (clause 4).
  • "Subscription Fees" means the recurring fees payable for the Service, and does not include any setup fee.

A reference to a statute includes its amendments and replacements. Headings are for convenience only.

2. Introduction and Acceptance

2.1 Who these terms are between

These terms form a binding agreement between us and you. Your Clients have no contractual relationship with us and acquire no right under these terms.

2.2 Your acceptance

By ticking the acceptance box and starting your paid subscription, you confirm that you have read and agree to these terms, and you personally warrant that you are authorised to enter into this agreement on behalf of the Subscriber and to bind it. If you are not so authorised, you must not tick the box or start the subscription.

We will record the date and time of your acceptance, the identity of the user account that accepted, and the version of these terms then displayed. That record is conclusive evidence of your acceptance of that version, absent manifest error. The version and effective basis of the terms in force at acceptance are shown at the top of this document.

2.3 Payment and going live

Your acceptance is complete when you tick the box. Authorisation of your subscription payment is a separate condition of taking the Service live; a delay or failure in payment does not undo your acceptance of these terms.

2.4 Relationship to your setup phase

Your setup fee, onboarding, and any pre-live testing are arranged separately during onboarding (clause 4). These terms govern your live, paid use of the Service from acceptance onward. They supersede the Vantaige Terms and Conditions previously presented to you and any other general terms, except the separate written setup and onboarding arrangement referred to in clauses 4 and 13, which continues in force.

2.5 Your own terms do not apply; no reliance on other statements

These terms apply to the exclusion of any other terms you seek to impose or incorporate (including in any purchase order or procurement document) and of any terms implied by trade, custom, or course of dealing. No such terms form part of this agreement even if we do not object to them.

You acknowledge that, in entering into this agreement, you do not rely on any statement, representation, or assurance (whether about the Service, AI output, or report accuracy) that is not expressly set out in these terms. This clause does not limit liability for fraud or for any statutory right that cannot be excluded (clause 14.7–14.8).

3. The Service

3.1 What Vantaige does

The Service is a capture-to-report platform for field inspection professionals. It lets you capture voice recordings, photos, and observations on site, and uses artificial intelligence to help generate structured inspection reports.

3.2 AI-generated content

The Service uses artificial intelligence to transcribe voice recordings, extract and categorise observations, generate section summaries and report content, and caption photos.

AI-generated content may contain errors, omissions, biases, or inaccuracies. You are responsible for reviewing all AI-generated content before sending or relying on it. The Service assists with capture and drafting; it does not replace your professional judgement, expertise, qualifications, or duty of care.

3.3 No representation that output is accurate or ready to issue

Every statement we make about the Service — in these terms, in onboarding, or in any marketing or sales material — is qualified by clause 3.2. We do not represent that any report, transcription, observation, or other AI output is accurate, complete, or fit to be issued without your independent review and professional judgement. Any description of the Service as producing "structured", "professional", or similar reports refers to format and assistance, not to verified accuracy.

3.4 Availability

We aim to keep the Service available and reliable and will use reasonable endeavours to do so, but we do not guarantee uninterrupted access. The Service is provided on an "as available" basis. AI processing requires an internet connection; data captured offline syncs when you are next online. Availability is dealt with further in clause 15.

4. Setup, Onboarding, and Report Templates

During onboarding we configure report templates that reflect your existing report format, structure, wording, and branding, so that reports generated through the Service resemble the reports you already produce.

To do this, you provide us with Supplied Material. We build your templates in reliance on your right to give us that material (clause 5). We do not independently verify who owns Supplied Material or whether it infringes anyone else's rights, and we are not obliged to.

5. Your Material and Intellectual Property Warranty

5.1 Your warranty

You warrant and represent that, for all Supplied Material:

  • you own it, or you hold all rights, licences, and permissions necessary to provide it to us and to have it reproduced, adapted, and incorporated into your templates and reports; and
  • the Supplied Material, and our use of it to build and operate your templates and reports, does not and will not infringe the intellectual property rights, confidential information, moral rights, or any other rights of any third party.

This warranty extends to the report templates, structures, formats, and outputs we create in reliance on, derived from, or modelled on your Supplied Material, regardless of who owns the resulting structure or code under clause 12.

5.2 Our reliance

You acknowledge that we build, configure, and operate your templates in direct reliance on the warranty in clause 5.1, and that we would not provide the Service to you without it.

5.3 Your intellectual-property indemnity

You indemnify us, and our directors, employees, contractors, and agents, against all losses, damages, liabilities, costs, and expenses (including reasonable legal costs on a full-indemnity basis) we incur in connection with any third-party claim that the Supplied Material, or any template, structure, format, or output we create in reliance on or derived from it (whether or not we own that structure or code under clause 12), infringes or misuses that third party's intellectual property rights, copyright, trade marks, confidential information, or other rights — including a claim brought by a competitor of yours or by any prior author or owner of report material you supplied.

This indemnity is triggered by your breach of the warranty in clause 5.1, and applies whether the breach was deliberate, careless, or without your knowledge of the material's true origin. It does not apply to the extent the claim is caused by our own modification of the Supplied Material in a way you did not request or approve, or by our breach of these terms. It is subject to the conduct-of-claim requirements in clause 7.

5.4 Our right to suspend or remove

If we receive a credible third-party claim, or reasonably believe, that any Supplied Material or derived template infringes a third party's rights, we may, acting reasonably and proportionately, suspend, modify, or remove the affected material for the period reasonably necessary. We will give you prior notice and an opportunity to respond where practicable, and otherwise notify you promptly afterwards. Where the suspension is not due to your breach, we will pause or pro-rate the affected Subscription Fees for the period.

6. Reports and Responsibility

6.1 You are solely responsible for your reports

The Service is a tool that assists you in producing inspection reports. You are solely responsible for every report you produce, finalise, send, deliver, or rely on, regardless of how much of that report was generated, drafted, transcribed, or suggested by the Service or its AI. The decision to issue a report, and responsibility for its accuracy, completeness, and fitness for purpose, is yours alone.

6.2 We do not assume responsibility to your Clients

We provide the Service to you. We do not provide inspection services to your Clients, we do not author reports for your Clients, and we do not assume, and expressly disclaim, any duty of care or responsibility to your Clients or to any other person who receives, is shown, or relies on a report you produce using the Service.

So that this is clear to everyone who reads a report, you must ensure that every report you issue visibly states that it was prepared and issued by you, that you are solely responsible for its content, and that no other party authored, verified, or stands behind it. You will not represent to any Client or recipient that we prepared, verified, endorsed, or are responsible for any report, or that they have any right of recourse against us.

6.3 No liability for report content (as between you and us)

To the maximum extent permitted by law, and except for the statutory rights preserved by clauses 14.7 and 14.8, you may not hold us liable for the content, accuracy, completeness, or consequences of any report produced using the Service, including any loss arising from an error, omission, or inaccuracy that was not corrected before the report was issued.

6.4 Your report indemnity

You indemnify us, and our directors, employees, contractors, and agents, against all losses, damages, liabilities, costs, and expenses (including reasonable legal costs on a full-indemnity basis) we incur in connection with any claim brought by any of your Clients, or by any other recipient of or person affected by a report you produced, issued, or relied on using the Service — including claims based on the content, accuracy, or completeness of the report, on reliance placed on it, and including any claim in defamation, injurious falsehood, breach of privacy, or negligent misstatement arising from report content.

This indemnity covers claims made directly against us whether or not you are also a party to the claim, and applies to our defence costs as they are incurred. It does not apply to the extent the claim is caused by our fraud, wilful misconduct, or breach of these terms. It is subject to clause 7.

7. Conduct of Claims

This clause applies to any claim that may give rise to an indemnity under clause 5.3 or 6.4 (an "Indemnified Claim").

  • We will notify you in writing on becoming aware of an Indemnified Claim, but a failure or delay in notifying you does not relieve you of your indemnity obligations except to the extent you are materially prejudiced by it.
  • We may, at our election, (a) require you to assume and diligently conduct the defence at your cost, using counsel reasonably acceptable to us, or (b) conduct the defence ourselves (or with our own counsel) and recover all defence costs from you under the indemnity.
  • You must not settle, compromise, or admit liability on any Indemnified Claim in a way that imposes any obligation or admission on us, or that does not include a full release of us, without our prior written consent.
  • Where we conduct the defence, we may settle the claim acting reasonably and recover the settlement amount under the indemnity.
  • You will provide all reasonable cooperation, information, and assistance we request.
  • Indemnified amounts are payable by you on written demand.

8. Your Insurance

You will hold and maintain, with a reputable insurer, professional indemnity insurance and public liability insurance adequate to cover your obligations and indemnities under these terms, and will provide evidence of that cover on our reasonable request. Your insurance does not limit your liability under any indemnity.

9. Your Content

9.1 Ownership

You own Your Content. We do not claim ownership of it.

9.2 Licence to operate

You grant us a limited licence to store, process, transmit, and back up Your Content solely to provide the Service to you. This includes sending Your Content to the AI service providers described in clause 11.4. This licence ends when you delete the content or close your account.

9.3 Service improvement

We use de-identified inspection data (with direct identifiers of you and your Clients removed) to train and improve our own AI models and report-generation systems. We do this as controller of that de-identified data and consistently with clause 11. We will never share your identifiable content with other customers, publish your inspection data, or expose your Clients' information. We require our third-party AI providers, by contract, not to use Your Content to train their own general models.

10. Your Responsibilities

You agree to:

  • use the Service only for lawful purposes related to your professional inspection work;
  • ensure you have appropriate authority or consent to collect and store the personal information of Your Clients within the Service;
  • review all AI-generated content for accuracy before issuing reports;
  • ensure every report you issue meets the standards, codes, and regulatory requirements that apply in your jurisdiction and profession;
  • include in every report the statement required by clause 6.2;
  • not reverse engineer, decompile, or extract source code from the Service;
  • not attempt to access other users' data or circumvent security controls; and
  • not use the Service to store or transmit content that is illegal, harmful, or infringes the rights of others.

11. Client Data, Privacy, and Security

11.1 Roles

You may enter Your Clients' personal information into the Service (names, email addresses, phone numbers, property addresses). As between you and us, you control that information and decide the purposes for which it is processed, and we process it only to provide the Service to you and on your instructions (including these terms).

11.2 Your responsibilities

You are responsible for having appropriate authority or consent to collect and store Your Clients' information, for informing Your Clients about how their information is used (including its disclosure to our AI providers under clause 11.4) where required, and for complying with all privacy laws that apply to you — including the Privacy Act 2020 (New Zealand) and the Privacy Act 1988 and Australian Privacy Principles (Australia), as applicable.

11.3 Our security

We will protect personal information you put into the Service using reasonable industry-standard technical and organisational measures. We do not, and cannot, guarantee that the Service or any system is immune from every security incident.

11.4 AI providers and overseas disclosure

To provide the Service we disclose Your Content (which may include Your Clients' personal information) to third-party AI providers for transcription, report generation, observation extraction, and photo captioning. These providers may be located outside New Zealand and Australia. We maintain a list of our current AI providers and will give you notice before we add or change a provider in a way that materially affects the disclosure of personal information, so you can meet your own obligations under the Privacy Act 2020 (information privacy principle 12) and Australian Privacy Principle 8.

11.5 Breach notification

If we become aware of a personal-information breach affecting Your Content, we will notify you without undue delay and give you reasonable information to help you assess and respond to it. As controller, you are responsible for any assessment and notification required of you under the Privacy Act 2020 (Part 6) or the Notifiable Data Breaches scheme under the Privacy Act 1988, and we will assist you reasonably with that.

12. Our Intellectual Property

12.1 Our IP

The Service — including the platform, its design, code, AI models, report-generation systems, our own generic report frameworks, and our branding — is owned by us. Nothing in these terms transfers any of our intellectual property to you.

12.2 Template structure derived from your material

Where we build a report template by modelling your format, the structure specific to your report remains attributable to you and your Supplied Material, and we do not assert ownership of it against you; we own only our own generic platform framework and tooling used to render it. We grant you a licence to use the templates we build for you for the duration of your subscription. Your report content, your branding, and your professional output remain yours. This clause does not limit your warranties or indemnity under clause 5.

13. Fees and Payment

Your Subscription Fees, billing frequency, and any setup fee are as set out at the billing step or in your service arrangement with us. Subscription Fees are payable in advance and your live access is conditional on payment. Changes to pricing are dealt with under clause 17.

14. Limitation of Liability

14.1 Statutory rights preserved first

Nothing in this clause 14, or in clauses 3, 6, or 15, excludes, restricts, or modifies any right or remedy you have that cannot lawfully be excluded — see clauses 14.7 (New Zealand) and 14.8 (Australia). The exclusions and limits below apply only to the extent the law allows.

14.2 Service provided "as is"

Subject to clause 14.1, the Service is provided "as is" and "as available", and we make no warranties, express or implied, regarding the accuracy of AI-generated content, uninterrupted availability, or fitness for a particular purpose.

14.3 Liability cap

Subject to clauses 14.1 and 14.4, our total aggregate liability to you for all claims of any kind (whether in contract, tort including negligence, equity, under statute, or otherwise) arising out of or in connection with the Service — including any negligence in providing the Service itself, and not only report content — is limited to the greater of (a) the total Subscription Fees you paid us in the 12-month period ending on the date of the act or omission giving rise to the claim, and (b) NZ$10,000. The setup fee is excluded from this calculation.

14.4 Matters not subject to the cap

The cap in clause 14.3 does not apply to our liability for fraud, wilful misconduct, breach of clause 9.3 or 11 (confidentiality, privacy, and non-use of content), or infringement of a third party's intellectual property by the Service itself (as distinct from your Supplied Material), or to any liability that cannot lawfully be capped.

14.5 Your indemnities are not capped

Nothing in this clause 14 limits your liability to us under the indemnities in clauses 5.3 and 6.4, your liability for breach of clause 5.1, or any amount payable by you under clause 19. Your liability under those indemnities is not subject to the cap in clause 14.3 and is payable on demand.

14.6 Exclusions

Subject to clause 14.1, we are not liable for:

  • errors, omissions, or inaccuracies in AI-generated content that were not corrected before a report was issued;
  • the content, accuracy, completeness, or consequences of any report you produce (which remain your sole responsibility under clause 6), including any claim in defamation or injurious falsehood arising from report content;
  • any claim by, or loss suffered by, Your Clients or any recipient of your reports;
  • loss of data due to device failure where the data had not yet synced to the cloud;
  • the independent acts or omissions of third-party services (including AI providers, cloud infrastructure, and storage providers), provided we selected a reputable provider; and
  • indirect, consequential, special, or incidental loss, including loss of revenue, profit, data, goodwill, or business opportunity.

14.7 New Zealand consumer law

Nothing in these terms limits your rights under the Consumer Guarantees Act 1993 or the Fair Trading Act 1986 that cannot lawfully be excluded. Where you acquire the Service for the purposes of a business, the guarantees in the Consumer Guarantees Act 1993 do not apply to the extent it is fair and reasonable that you be bound by their exclusion under section 43(2) of that Act, and sections 9, 12A, and 13 of the Fair Trading Act 1986 are excluded to the extent permitted by section 5D of that Act.

14.8 Australian consumer law

Nothing in these terms excludes, restricts, or modifies any consumer guarantee, right, or remedy under the Australian Consumer Law that cannot lawfully be excluded. To the extent the Australian Consumer Law permits, our liability for failure to comply with a consumer guarantee in relation to services that are not of a kind ordinarily acquired for personal, domestic, or household use is limited, at our option, to supplying the services again or paying the cost of having them supplied again, where it is fair and reasonable for us to rely on this limitation.

14.9 Our limited IP indemnity to you

If a third party claims that the Service itself (excluding your Supplied Material and anything derived from it) infringes that party's intellectual property rights, we will indemnify you against the losses, damages, and reasonable legal costs you incur from that claim, up to the cap in clause 14.3. Clause 7 applies to such a claim with the roles reversed.

14.10 Survival

Clauses 5, 6, 7, and this clause 14 survive termination.

15. Service Availability, Force Majeure, and Downtime

We will use reasonable endeavours to keep the Service available but do not guarantee any level of availability. Where we offer service credits for downtime, those credits are your sole and exclusive remedy for unavailability. We are not liable for any deadline you or Your Clients miss (including any inspection, settlement, or auction deadline) arising from unavailability of the Service.

Neither party is liable for any failure or delay in performing its obligations (other than payment obligations) caused by an event beyond its reasonable control, including natural events, outages of telecommunications or cloud infrastructure, failures of third-party AI providers, acts of government, or industrial action.

16. Term, Suspension, and Termination

16.1 Term

This agreement runs from your acceptance until your subscription is closed by you or us.

16.2 By you

You may stop using the Service and close your subscription at any time by contacting us at support@vantaige.app. Except as required by law or under clause 16.4, closing your subscription does not entitle you to a refund of fees already paid.

16.3 By us

We may suspend or terminate your access if you fail to pay, or you breach these terms, and (where the failure or breach can be remedied) you do not remedy it within 14 days of our written notice. We may suspend immediately where continued access poses a security, legal, or third-party-rights risk.

16.4 Discontinuance

We may discontinue the Service on at least 30 days' written notice. If we do, we will refund any Subscription Fees you have prepaid for the period after the Service ends.

16.5 After termination

When your subscription closes, you lose access to the Service, Your Content is retained for 30 days to allow export requests, and after 30 days it is permanently deleted unless we are required by law to retain it.

17. Changes to These Terms

We may change these terms from time to time.

  • For changes that are required by law or that do not materially and adversely affect your rights, we will give you reasonable notice (through the Service or by email), and your continued use after the change takes effect means you accept it.
  • For any change that materially and adversely affects your rights — including a change to the Subscription Fees — we will give you at least 30 days' written notice. You may terminate your subscription before the change takes effect and receive a pro-rata refund of any Subscription Fees you have prepaid for the period after termination. If you continue using the Service after the change takes effect, you accept it.

18. Dispute Resolution

If a dispute arises, the parties will first try in good faith to resolve it by discussion between senior representatives. If it is not resolved within 20 working days, either party may refer it to mediation before commencing court proceedings. This clause does not prevent either party from seeking urgent interim relief, and does not apply to the recovery of undisputed Subscription Fees.

19. General

19.1 Notices

Notices to you may be given through the Service or by email to your account or billing email. Notices to us must be sent to legal@vantaige.app. A notice by email is deemed received on the next business day after sending.

19.2 Assignment

We may assign or novate this agreement to a successor or acquirer of our business, on notice to you, provided the protections in these terms continue to bind the successor. You may not assign this agreement without our written consent.

19.3 No waiver

A failure or delay by either party in exercising a right does not waive that right.

19.4 No third-party rights

Except that our directors, employees, contractors, and agents may enforce clauses 5.3, 6.4, and 14 under subpart 1 of Part 2 of the Contract and Commercial Law Act 2017, a person who is not a party to these terms has no right under that subpart or otherwise to enforce any term. No consent of any third party is required to vary or rescind this agreement.

19.5 Indemnities

Each indemnity in these terms is a continuing obligation, separate and independent from your other obligations, survives termination, and is payable on demand. We need not incur expense or make payment before enforcing an indemnity.

19.6 Time limit for claims

To the extent the law allows, you must bring any claim against us within 12 months after you first became aware (or ought reasonably to have become aware) of the facts giving rise to it.

19.7 Governing law and jurisdiction

These terms are governed by the laws of New Zealand, and the parties submit to the exclusive jurisdiction of the New Zealand courts. This does not deprive you of the protection of any non-excludable right, or any right to bring a claim under the Australian Consumer Law in an Australian court, that the law gives you and that cannot be contracted out of.

19.8 Severability and entire agreement

If any part of these terms is unenforceable, the remaining terms continue to apply. These terms, together with your billing arrangement and the setup and onboarding arrangement referred to in clauses 2.4 and 4, are the entire agreement between you and us about your use of the Service, and supersede any earlier general terms.

20. Contact Us

  • Operator: Extended Realities Limited (company number 9298698, NZBN 9429052504471), trading as GeneXR
  • Email: support@vantaige.app
  • Legal: legal@vantaige.app
  • Phone: +64 21 537726
  • Address: 11 Enterprise Street, Birkenhead, Auckland 0626, New Zealand