Terms and Conditions

for the use of NoxSphere ONE

1. Scope & provider

These Terms apply to the use of the cloud software NoxSphere ONE, provided by OCENOX LTD, 82 The Circle, Manly, Whangaparaoa 0930, New Zealand (Company Number 9317907, NZBN 9429052607493, GST 144-989-368). The version in force at the time the contract is formed applies. Contact: webmaster@ocenox.com.

The offering is directed at businesses, not at consumers.

2. Formation of contract

Submitting an order or an Early Access application is a binding offer. The contract is formed when OCENOX confirms the order, activates access, or issues the invoice.

3. Services

OCENOX provides NoxSphere ONE as software as a service over the internet. For the term of the contract the customer receives a simple, non-transferable right to use the software within the agreed scope. This does not include any transfer of source code.

The scope follows the booked plan: the number of users included, the modules activated and the respective offer. Modules can be added or switched off during the term; billing follows from the next billing period.

OCENOX owes professional provision of the service, not a specific commercial outcome. The software is developed continuously; features may be added, changed or removed, as long as the contractually agreed purpose remains unaffected.

4. Prices, taxes & payment

Prices are net in EUR; NZD is applied 1:1 to the EUR amount.

Taxes (GST 0%): GST: 0% — Zero-rated supply of exported services under section 11A of the Goods and Services Tax Act 1985 (New Zealand). This supply is a business-to-business (B2B) supply of services to a recipient located outside New Zealand. No New Zealand GST is charged. Where the recipient's country operates a VAT/GST reverse charge mechanism, the recipient is responsible for self-assessing and accounting for any VAT/GST due in its own jurisdiction. All amounts are stated net of any withholding or other taxes that may be imposed in the recipient's country. Any such taxes are for the account of the recipient, and the invoiced amount shall be paid in full without deduction or set-off.

Fees are payable in advance for each billing period. Payment term: 14 days from the invoice date. In case of default, OCENOX may suspend access after prior notice and a reasonable grace period; the obligation to pay for the current period remains.

5. Term and cancellation

The contract runs for an indefinite period and is billed monthly. There is no minimum term. Either party may cancel with effect from the end of the current billing month; text form is sufficient.

The right to extraordinary termination for good cause remains unaffected. Good cause exists for OCENOX in particular if the customer uses the software unlawfully or remains in default of payment despite a reminder and grace period.

6. Early Access

NoxSphere ONE is in its Early Access phase. Access is granted on application and after an introductory call. Early Access customers are subject to the terms agreed there; the prices stated on the website are the later list prices.

During this phase individual features may be incomplete or may change at short notice. OCENOX points this out expressly; otherwise the liability rules in clause 9 apply.

7. Operation, availability and customer cooperation

The software is operated in a data centre within the European Union. OCENOX endeavours to provide continuous operation but does not warrant any particular availability unless expressly agreed otherwise. Planned maintenance is announced in advance where possible and scheduled for low-traffic periods.

The customer provides a suitable technical environment and internet access, manages their own user accounts and keeps credentials confidential. Accounts are personal and non-transferable.

8. Customer data

Data entered by the customer remains the customer's data. OCENOX processes it solely to perform the contractual service and on the customer's instructions; the details are governed by the data processing agreement under Art. 28 GDPR.

The customer can retrieve their data at any time during the term through the application's export functions. After the contract ends, OCENOX keeps the data available for export for 30 days and then deletes it, unless a statutory retention obligation applies.

9. Liability

OCENOX is liable without limitation for intent and gross negligence and under mandatory law. Otherwise liability is limited to typical, foreseeable damage and in amount to the fees paid in the preceding twelve months. For loss of data, OCENOX is liable only to the extent that the loss would also have occurred had the customer maintained proper backups.

10. Consumer law (NZ)

Where the customer contracts in trade (business), the Consumer Guarantees Act 1993 is contracted out (s.43). Mandatory consumer rights remain unaffected.

11. Governing law & jurisdiction

New Zealand law applies (in particular the Companies Act 1993 and the Contract and Commercial Law Act 2017). The exclusive place of jurisdiction is Auckland, New Zealand, to the extent legally permissible. For the processing of personal data of visitors and customers from the EU/EEA, the GDPR additionally applies; otherwise New Zealand law (Privacy Act 2020). Privacy: noxsphere.com/datenschutz.

12. Final provisions

Should a provision be invalid, the remainder of the contract stays effective. Amendments require text form.

As of: September 2026.