Terms of Service

Last updated: 6 June 2026

These Terms of Service ("Terms") are a legal agreement between Realtime Agritech Ltd ("Archer", "we", "us" or "our") and the business or person that uses our products ("Customer", "you" or "your").

They govern your access to and use of the Archer mobile app, the Archer web portal, and our related cloud services and APIs (together, the "Services"), and any hardware we sell you (the "Hardware").

By creating or using an account, clicking to accept, ordering Hardware, or otherwise using the Services, you agree to these Terms. If you accept on behalf of a business, you confirm you have authority to bind it, and "you" means that business. If you do not agree, do not use the Services.

Our Privacy Policy explains how we handle personal information and forms part of these Terms.

Enterprise customers: if you have signed a separate written agreement or order form with us, that agreement prevails over these Terms to the extent of any conflict.

1. Definitions

• "Services" — the Archer mobile app, web portal, cloud services and APIs.
• "Hardware" — GPS/GNSS receivers and accessories we supply (for example ByNav or Emlid devices).
• "Customer Data" — data you or your Users input, generate or capture through the Services, including vineyard and block records, work records, positioning/location data, measurements, notes and photos.
• "Aggregated Data" — data that has been aggregated or de-identified so that it does not identify you, your Users or your Organisation.
• "Organisation" — the business whose Archer account you use or administer.
• "Users" — the individuals you authorise to use the Services under your account.
• "Order" — a sign-up, subscription selection, or order form for Services or Hardware.

2. Eligibility and accounts

• The Services are for business use by people aged 18 or over. They are not intended for children.
• Accounts are usually created by invitation from an Organisation's administrator. The Organisation and its administrators are responsible for managing their Users and the roles and permissions assigned to them.
• You must provide accurate information, keep your login credentials secure, and you are responsible for all activity under your account and for your Users' compliance with these Terms.

3. Right to use the Services

We grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Services for your internal business purposes during your subscription, subject to these Terms. We may improve, update or change the Services from time to time.

4. Acceptable use

You must not, and must not allow others to:

• copy, modify, resell, sublicense or make the Services available to any third party except your Users;
• reverse engineer, decompile or attempt to extract source code, except as permitted by law;
• access the Services to build a competing product, or scrape or use automated means beyond normal use;
• interfere with or circumvent the security, integrity or limits of the Services;
• upload unlawful, infringing or harmful content, or data you do not have the right to provide; or
• under-declare your area or otherwise misrepresent information to reduce fees.

You are responsible for the accuracy of your Customer Data and for your operational use of the Services.

5. Subscriptions, fees and billing

• Pricing model. Subscriptions are charged per declared hectare per month, with a minimum charge per vineyard, and include unlimited Users. The current prices, minimums and billing cycle are those shown at sign-up or in your Order. All fees are in New Zealand Dollars (NZD) and are exclusive of GST and any other taxes, which you must pay.
• Declared area. Fees are based on the area you declare. You must keep your declared area accurate. We may review declared area and, where it has been under-declared, adjust your fees and charge for the difference.
• Changes during a cycle. If you add area, you are charged pro rata immediately. If you remove area, the change takes effect at your next billing cycle and no refund or credit is given for the current cycle.
• Renewal. Subscriptions are billed in advance and renew automatically each cycle until cancelled in accordance with these Terms.
• Payment. You authorise us (and our payment processor) to charge your nominated payment method on a recurring basis, or you pay by invoice if we approve invoiced billing for your account.
• Late payment. Overdue amounts accrue interest at 1.5% per month (or the maximum permitted by law, if lower). We may suspend the Services for non-payment after notice, and you must pay our reasonable costs of recovering overdue amounts.
• Price changes. We may change fees by giving you at least 30 days' notice before your next renewal.
• No app-store purchase. Subscriptions are sold directly by us and are not purchased through the Apple App Store or Google Play in-app purchase.
• Trials and beta. If we offer a free trial, sandbox or beta feature, it is provided "as is", and we may change or withdraw it at any time.

6. Hardware

Where you buy Hardware from us:

• Orders. Your Order is an offer to purchase, which becomes binding when we confirm it. Hardware is priced as quoted or in your Order and is payable per our invoice.
• Delivery. We arrange shipping to the address in your Order. Delivery dates are estimates only, and we are not liable for carrier delays.
• Title and risk. Risk in the Hardware passes to you on delivery. Ownership (title) passes to you only when you have paid for it in full.
• Warranty. Hardware is manufactured by third parties. We pass through the manufacturer's warranty to the extent we are able. Except for guarantees that cannot be excluded by law (see Section 11), we give no separate warranty on Hardware.
• Returns. We do not accept change-of-mind returns. Faulty Hardware is handled under the manufacturer's warranty and your non-excludable consumer-law rights.
• Use. You must install and use Hardware in accordance with the manufacturer's instructions and applicable law.

7. Customer Data, privacy and Aggregated Data

• Your data. As between you and us, you own your Customer Data.
• Licence to us. You grant us a non-exclusive, worldwide licence to host, store, process and use your Customer Data to provide, secure, support and improve the Services for you, and as otherwise described in these Terms.
• Personal information. Our handling of personal information is described in our Privacy Policy.
• Aggregated Data. We may create Aggregated Data from Customer Data and use it for any business purpose — including operating, analysing, benchmarking, improving and developing our products and services, and developing and improving the analytical and machine-learning models that power Archer's features. Aggregated Data does not identify you, your Users or your Organisation. We will not disclose Aggregated Data in a form that identifies you, and we will not sell your identifiable Customer Data.
• Export and deletion. On termination, you may export your Customer Data within 30 days, after which we may delete or de-identify it, except for copies in routine backups, data we must retain by law, and Aggregated Data already created.

8. Intellectual property

We and our licensors own all intellectual property rights in the Services, our software, documentation and content. These Terms grant you only the limited right to use the Services described above, and no other rights. If you give us feedback or suggestions, you grant us a perpetual, royalty-free licence to use them without restriction.

9. Service availability and changes

We aim to keep the Services available and reliable, but we do not warrant that they will be uninterrupted, error-free, secure or available at any particular time, and we provide no service-level guarantee unless separately agreed in writing. We may carry out maintenance and may modify, suspend or discontinue features, giving you reasonable notice where practicable.

10. Warranties and disclaimers

The Services and Hardware provide tools and information to assist your operations. They are not a substitute for your own judgement, sound viticultural and farming practices, or professional advice.

• Positioning and mapping. Positioning, mapping, area calculations and guidance depend on GPS/GNSS, RTK corrections, Bluetooth and hardware, and can be affected by satellite availability, signal quality, weather, terrain, equipment and environmental conditions. We do not warrant that positioning, maps, areas or guidance are accurate, complete or error-free, and you must independently verify block boundaries, positions and areas before relying on them.
• Your decisions and compliance. You are solely responsible for your operational, spraying, agrichemical, financial and compliance decisions, and for complying with all applicable laws, product labels and regulatory requirements. The Services must not be used as the sole means of ensuring safety, correct application, or regulatory compliance.
• "As is". Except as expressly stated in these Terms, and except for guarantees that cannot be excluded by law (Section 11), the Services and Hardware are provided "as is" and "as available", and we disclaim all implied warranties, including merchantability, fitness for a particular purpose, accuracy and non-infringement.

11. Consumer law

• New Zealand. Where you acquire the Services or Hardware for the purposes of a business, you and we agree that the Consumer Guarantees Act 1993 and sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 do not apply, and that it is fair and reasonable to contract out of them. Where you acquire the Services as a consumer (not in trade), nothing in these Terms limits rights you have under those Acts that cannot be excluded.
• Australia. If the Australian Consumer Law applies, our goods and services come with guarantees that cannot be excluded. To the extent we are permitted, our liability for breach of such a guarantee is limited, at our option, to re-supplying the services or replacing the goods (or paying the cost of doing so).
• Generally. Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law.

12. Limitation of liability

Nothing in these Terms limits our liability for death or personal injury caused by our negligence, for fraud, or for anything else that cannot be limited or excluded by law.

Subject to that, and to the maximum extent permitted by law:

• Excluded loss. We are not liable for any indirect, incidental, special, consequential or exemplary loss, or for loss of profits, revenue, anticipated savings, data, business or goodwill, or for loss of or damage to crops, produce, yield or vines, or losses arising from chemical or spray application or operational decisions — even if we were advised of the possibility.
• Liability cap. Our total aggregate liability arising out of or relating to these Terms, the Services and the Hardware will not, in any 12-month period, exceed the total amount you paid us in the 12 months before the event giving rise to the liability.

13. Indemnity

You will indemnify us against claims, losses and costs arising from your Customer Data, your use of the Services or Hardware in breach of these Terms or any law, or your operational decisions — except to the extent caused by our breach of these Terms or our negligence.

14. Confidentiality

Each party may receive confidential information of the other. The receiving party will use it only to perform these Terms and will protect it as it protects its own confidential information. This does not apply to information that is public (other than through breach), already known, independently developed, or required to be disclosed by law.

15. Term, suspension and termination

• Term. These Terms apply from when you first accept them and continue while you have an account or subscription.
• Your cancellation. You may cancel at any time, effective at the end of your current paid period. No partial refunds are given.
• Our rights. We may suspend or terminate your access if you materially breach these Terms and do not remedy it within 30 days of notice, if you fail to pay, if you become insolvent, or if your use poses a risk to the Services or others. We may suspend immediately for non-payment or breach of Section 4.
• Effect. On termination your right to use the Services ends and you must stop using them. You may export Customer Data within 30 days (Section 7). Hardware you have paid for in full remains yours.
• Survival. Sections on fees owed, Customer Data and intellectual property, disclaimers, limitation of liability, indemnity, confidentiality and governing law survive termination.

16. App stores

If you obtain the Archer app through the Apple App Store: these Terms are between you and us, not Apple; Apple has no obligation to provide support or to address any claims relating to the app; and Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them against you. If you obtain the app through Google Play, Google is not responsible for the app. In each case you must also comply with the relevant store's terms, and you confirm you are not located in a country subject to a relevant government embargo or on a prohibited-party list.

17. Changes to these Terms

We may update these Terms from time to time. If we make material changes, we will notify you (in the app, by email, or by posting the updated Terms) and update the "Last updated" date. Your continued use of the Services after the changes take effect means you accept them. If you do not agree, you must stop using the Services and may cancel.

18. Governing law and disputes

These Terms are governed by the laws of New Zealand. If a dispute arises, the parties will first try to resolve it in good faith, and then by mediation in New Zealand. Otherwise, the New Zealand courts have exclusive jurisdiction, except that either party may seek urgent injunctive relief in any court of competent jurisdiction.

19. General

• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
• Assignment. You may not assign these Terms without our consent. We may assign them to an affiliate or in connection with a merger or sale of our business, on notice to you.
• Entire agreement. These Terms (with the Privacy Policy and any Order or signed agreement) are the entire agreement between us and supersede prior discussions.
• Severability and waiver. If any provision is unenforceable, the rest remains in effect. A failure to enforce a right is not a waiver of it.
• No partnership. Nothing here creates an agency, partnership or employment relationship.
• Third parties. Except for Apple as stated in Section 16, no one other than you and us has any right to enforce these Terms.
• Notices. We may give notices through the Services or to your account email. You may contact us as below.

20. How to contact us

Realtime Agritech Ltd, New Zealand

Enquiries: support@archer.live Privacy: privacy@archer.live