Terms of Service for Radley Technologies Limited

1. About these Terms

These Terms of Service (“Terms”) govern your access to and use of the Radley platform, tools, and associated guidance (together, the “Services”) provided by Radley Technologies Limited (“Radley”, “we”, “us”). By joining the waitlist, creating an account, or using any part of the Services, you agree to these Terms and to our Privacy Policy. If you do not agree, you must not access or use the Services.

You confirm that you have the authority to accept these Terms on behalf of the organisation you represent. If you are an individual using the Services, you agree that you do so for business purposes and in trade.

Key definitions used in these Terms:

• Customer Data means information, files, and data (including source code repositories, payroll information, project artefacts, and outputs) that you connect to or provide through the Services.
• Documentation means the self-help resources we provide about using the Services.
• Early Access Programme means the limited release of the Services made available to selected users before commercial launch.

2. Who we are and how to contact us

The Services are provided by Radley Technologies Limited. Our registered address is Level 2, Public Trust Building, 442A Moray Place, Dunedin 9016, New Zealand.

If you need help, contact support@radley.tax. Privacy questions can be sent to privacy@radley.tax and addressed to our Privacy Officer.

3. Our Services

Radley provides an automation platform that connects to your software development repositories, payroll, accounting, and project tools to help you identify activities that may qualify for research and development (R&D) tax incentives, track potential claim value, and assemble audit-ready documentation. We do not file claims with Inland Revenue or tax authorities on your behalf, and we do not provide legal or tax advice.

The Early Access Programme focuses on New Zealand customers but may include limited support for other jurisdictions listed on our website. We may change, add, or remove features at any time, particularly during early access.

4. Eligibility and accounts

• You must be at least 18 years old and capable of forming a contract under New Zealand law.
• You, and the organisation you represent, must be in trade and acquiring the Services for business purposes.
• You must have the authority to bind your organisation and to provide us with access to Customer Data.
• You agree to keep your account details accurate, safeguard login credentials, and notify us immediately of any unauthorised use.
• We may decline or end access if we reasonably believe you do not meet these requirements.

5. Connecting your systems and data

You control which repositories, payroll systems, project management tools, and other platforms are connected to the Services. By connecting them, you instruct us to access, process, and store Customer Data for the purposes of delivering the Services, improving our models, and meeting our legal obligations.

You are responsible for ensuring that you have obtained any consents or permissions required under your agreements with third-party providers and with your personnel. Your use of third-party platforms is governed by their terms and privacy policies.

6. Your responsibilities

• Provide timely, complete, and accurate information that we reasonably need to deliver the Services.
• Ensure that Customer Data does not infringe the intellectual property, privacy, or other rights of any third party.
• Review any outputs before relying on them and ensure they reflect your records and evidence.
• Comply with all applicable laws, including the Tax Administration Act 1994, the R&D Tax Incentive rules, the Privacy Act 2020, the Fair Trading Act 1986, and any sector-specific obligations relevant to your organisation.
• Take reasonable steps to back up your own data and documentation.

7. Acceptable use

You must not, and must not allow anyone else to:

• Copy, modify, reverse engineer, decompile, disassemble, or attempt to discover the source code of the Services.
• Use the Services to create or distribute malware, infringing content, or material that is unlawful, harmful, defamatory, or misleading.
• Interfere with or disrupt the integrity or performance of the Services or the data of other users.
• Attempt to gain unauthorised access to any portion of the Services or related systems.
• Resell, rent, lease, sublicense, or otherwise provide the Services to third parties without our written permission.
• Misrepresent the provenance of any reports or outputs generated by the Services.

8. Early access programme, fees, and beta features

The Early Access Programme is currently provided at no charge. We may introduce paid plans or additional services in the future. If we do, we will provide at least 30 days’ notice and require you to accept new commercial terms before charging any fees.

Early access features, prototypes, or beta functionality are provided for evaluation purposes only. They may change, break, or be withdrawn without notice. We do not guarantee that beta features will become generally available. We are not liable for any losses arising from your reliance on beta features.

9. Intellectual property and feedback

Radley and its licensors own all intellectual property rights in the Services, Documentation, and underlying technology. You receive a non-exclusive, non-transferable licence to use the Services during the term of these Terms.

You retain ownership of Customer Data. You grant us a licence to use, host, copy, and create derivative works from Customer Data solely to provide and improve the Services, meet legal obligations, and create anonymised or aggregated insights.

If you choose to provide feedback or suggestions, you grant us a perpetual, royalty-free licence to use that feedback for any purpose without obligation to you.

10. Confidentiality

Each party must protect the other’s confidential information with reasonable care and may use it only for the purposes of these Terms. Confidential information may be disclosed to professional advisers or to comply with law, provided the receiving party ensures the recipient keeps it confidential. This clause survives termination.

11. Privacy and data protection

We handle personal information in accordance with the Privacy Act 2020, the Information Privacy Principles, and our Privacy Policy. Our Privacy Policy describes how we collect and use personal information, how long we keep it, where it may be stored, and your choices. By using the Services, you instruct us to process personal information as your service provider. You must ensure that you have obtained all necessary consents and have provided required notices to individuals whose information you share with us.

12. Professional responsibility and compliance

The Services help you generate documentation and insights. They do not replace legal, tax, accounting, or professional advice. You are solely responsible for confirming eligibility for any R&D incentive, ensuring that claims comply with Inland Revenue requirements, and for filing any statutory returns. You should seek advice from a qualified professional before relying on outputs generated by the Services.

13. Service availability and support

We strive to keep the Services available and to safeguard Customer Data using SOC 2-aligned controls. However, the Services may be unavailable for maintenance, updates, or factors beyond our reasonable control. We will aim to provide advance notice of planned downtime wherever practicable. During early access we provide support via email and in-product messaging during New Zealand business hours.

14. Indemnity

You indemnify and hold Radley and our directors, officers, employees, and contractors harmless against any losses, costs, or claims (including reasonable legal fees) arising out of or relating to your breach of these Terms, misuse of the Services, or infringement of third-party rights through Customer Data, except to the extent caused by our negligence or wilful misconduct.

15. Limitation of liability

• To the fullest extent permitted by law, neither party will be liable for indirect, consequential, incidental, punitive, or special losses, or for loss of profits, revenue, goodwill, or data.
• Each party’s total liability arising from or in connection with the Services in any 12-month period is limited to the greater of NZ$1,000 and the amounts paid by you to Radley for the Services in that period.
• Nothing in these Terms limits liability for fraud, wilful misconduct, breach of confidentiality, or any liability that cannot be excluded under New Zealand law.
• You confirm that you are in trade and acquiring the Services for business purposes. To the maximum extent permitted by section 5D of the Fair Trading Act 1986 and section 43 of the Consumer Guarantees Act 1993, both parties contract out of those Acts. This clause does not limit any rights you may have as a consumer if that legislation applies.

16. Suspension and termination

You may stop using the Services at any time by providing written notice to us. We may suspend or terminate access if you breach these Terms, if we reasonably believe your use poses a security or legal risk, or if we discontinue the Early Access Programme. Where practicable, we will give you at least 10 days’ notice before termination for breach. Upon termination we may delete or anonymise Customer Data in accordance with our retention schedule, but we will give you 14 days to export your information first.

17. Changes to the Services or these Terms

We may update the Services or these Terms to reflect new functionality, legal requirements, or business priorities. We will post any material changes on our website or within the Services and, where you have provided contact details, notify you by email at least 14 days before the changes take effect, unless the change is required sooner for security, legal, or urgent operational reasons. Continued use after the effective date of an update constitutes acceptance of the revised Terms.

18. Third-party services and suppliers

A list of subprocessors we use to provide the Services is set out in Appendix A. We may change subprocessors from time to time and will update the list accordingly.

The Services may rely on or provide links to third-party products or services. Those third parties are not our subcontractors unless we say so in writing, and we are not responsible for their performance. Your use of third-party services is at your own risk and subject to their terms.

When you connect third-party integrations to your account (such as repositories, payroll systems, or project management tools), your use of those platforms is governed by their own terms and privacy policies. We are not responsible for the availability, security, or data practices of third-party integrations you choose to connect.

19. Dispute resolution and governing law

These Terms are governed by New Zealand law, including the Contract and Commercial Law Act 2017. If a dispute arises, the parties will first try to resolve it through good faith discussions within 20 business days. If unresolved, either party may refer the dispute to mediation administered by the Arbitrators’ and Mediators’ Institute of New Zealand (AMINZ), with costs shared equally. Nothing prevents either party from seeking urgent injunctive or equitable relief. Subject to the mediation requirement, the courts of New Zealand have exclusive jurisdiction.

20. General

• Assignment: You may not assign or transfer your rights under these Terms without our written consent. We may assign our rights as part of a restructure or sale, provided the transferee is capable of performing our obligations.
• Severability: If any provision is invalid or unenforceable, it will be modified to the minimum extent necessary, and the remainder will remain in force.
• Force Majeure: Neither party is responsible for failure to perform caused by events beyond reasonable control.
• Relationship: The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, or employment relationship.
• Notices: We will send formal notices to the email address linked to your admin account. You can send notices to us at support@radley.tax (marked “Legal Notice”) or the postal address in section 2.

21. Change log

• 30 October 2025 (Version 1.0): Initial publication of the Terms of Service.