Terms of Service — talktojane.ai

1. Who these terms are with

These Terms of Service ("Terms") form a binding agreement between you or the entity you represent ("you", "Customer") and Insight AI Systems Limited, a company incorporated in New Zealand (NZBN 9429050329304) with its registered office at West Melton, Christchurch 7676 ("we", "us", "Insight AI Systems"). They govern your use of talktojane.ai, the Jane AI Investigator service, and any related products (together, the "Service").

By submitting a demo request, signing an order form, or accessing the Service, you confirm you have authority to bind your firm to these Terms.

2. The Service

Jane is an AI-assisted compliance and due-diligence assistant delivered as a monthly managed service. We provide:

access to the Jane chat interface for authorised seats;
execution of customer due diligence (CDD), KYC and AML investigations against publicly available data sources;
full audit-trail PDF reports for each investigation;
account configuration, monitoring, and ongoing improvements.

Jane is a tool to assist regulated professionals. It does not replace your own regulatory judgement, and we are not a Money Laundering Reporting Officer or compliance officer for your firm.

3. Demo requests and pre-contract use

Submitting a demo request creates no obligation on either party. A binding relationship begins only when you sign an order form or accept a written proposal referencing these Terms.

4. Subscription, term and renewal

Subscriptions are sold on a minimum 12-month term, billed monthly in advance in Australian dollars (AUD) unless your order form says otherwise.
The subscription auto-renews for successive 12-month terms unless either party gives written notice of non-renewal at least 60 days before the end of the current term.
You may not cancel mid-term except where we are in material, uncured breach (see Section 11).
Investigation allowances reset monthly and do not roll over. Overages are billed in arrears at the rate stated on your order form.

5. Fees, billing and tax

Fees are charged via Stripe to the payment method on file on the same day each month.
Late or failed payments accrue interest at 1.5% per month (or the maximum permitted by law) and may result in suspension of the Service after 14 days' notice.
All fees are exclusive of GST, VAT and any other applicable taxes, which are your responsibility unless we are required to collect them.
We may revise pricing at renewal with at least 60 days' notice. Pricing within an active term is fixed.

6. Acceptable use

You agree that you will not, and will not permit any user to:

use the Service for any unlawful purpose, including unlawful surveillance, harassment, or discrimination;
run investigations on subjects without a lawful basis (e.g. a regulated CDD/KYC requirement, an executed engagement, or the subject's consent);
attempt to reverse engineer, scrape, or extract Jane's underlying models, prompts, or training data;
resell, white-label, or sublicense the Service without a written agreement;
upload malware, attempt to bypass authentication, or interfere with other customers' use of the Service;
modify the agent's behaviour, prompts, or configuration directly. All changes are made by us on request, which is fundamental to maintaining the audit trail.

7. Customer data and confidentiality

"Customer Data" means information you submit to the Service, including subject details and any documents shared with Jane. As between you and us:

You retain all rights, title and interest in Customer Data.
You grant us a limited licence to process Customer Data solely to provide, secure and improve the Service for you.
We will not use Customer Data to train foundation models, and we will not sell, rent or share it with third parties except the sub-processors listed in our Privacy Policy.
Both parties will keep the other's Confidential Information secret using at least the same care they use for their own confidential information, and not less than a reasonable standard.

Our handling of personal data is described in our Privacy Policy, which is incorporated into these Terms.

8. Audit trail and AML record-keeping

Each investigation produces a timestamped, tamper-evident PDF report intended to support your obligations under the UK Money Laundering Regulations 2017, the SRA's AML guidance, the NZ AML/CFT Act 2009, and equivalent regimes. Reports are retained for 7 years after the end of the customer relationship. You are responsible for confirming this meets the specific requirements of your regulator.

9. Service availability

We target 99.5% monthly uptime, excluding scheduled maintenance (announced at least 48 hours in advance) and events outside our reasonable control. The Service is provided on a managed basis: there is no separate SLA credit scheme unless agreed in writing on your order form.

10. Intellectual property

We own all rights in the Service, the Jane brand, the underlying software, and any improvements or derivative works (excluding Customer Data). You receive a non-exclusive, non-transferable, revocable right to use the Service during your subscription, solely for your firm's internal business use.

11. Suspension and termination

We may suspend the Service immediately if you breach Section 6 (Acceptable Use) or fail to pay an undisputed invoice for more than 14 days after notice.
Either party may terminate for material breach if the other party fails to cure that breach within 30 days of written notice.
On termination we will, on request and within 30 days, provide an export of Customer Data in a commonly used format. After 60 days we may delete Customer Data, subject to Section 8 retention obligations.

12. Warranties and disclaimers

We warrant that we will provide the Service with reasonable care and skill. The Service is otherwise provided "as is". To the maximum extent permitted by law, we disclaim all other warranties, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that Jane's outputs are error-free or that they will identify every fact relevant to a CDD decision; you remain responsible for the regulatory decisions you make.

13. Limitation of liability

To the maximum extent permitted by law, neither party is liable for any indirect, special, incidental, consequential or punitive damages, or for loss of profits, revenue, goodwill or anticipated savings. Each party's total aggregate liability arising out of or relating to these Terms is capped at the fees paid by you in the 12 months immediately preceding the event giving rise to the claim. Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be limited by law.

14. Indemnity

You will indemnify us against third-party claims arising from your use of the Service in breach of Section 6, or from Customer Data infringing a third party's rights. We will indemnify you against third-party claims that the Service, when used in accordance with these Terms, infringes a third party's intellectual property rights.

15. Changes to these Terms

We may update these Terms from time to time. For material changes affecting existing customers, we will give at least 30 days' written notice. Continued use of the Service after the effective date constitutes acceptance.

16. Governing law and disputes

These Terms are governed by the laws of New Zealand. The parties submit to the exclusive jurisdiction of the New Zealand courts. Before commencing proceedings the parties will attempt to resolve disputes in good faith for at least 30 days, escalating to senior representatives of each party.

17. General

These Terms, together with any executed order form and our Privacy Policy, are the entire agreement between the parties on the subject matter.
If any provision is held unenforceable, the remaining provisions continue in full force.
Neither party may assign these Terms without the other's written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
Notices to us must be sent to alan@insight-ai-systems.com.