Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you and Ramirez Holdings Limited, trading as HMN.Plus ("we", "us", or "our"), governing your access to and use of the hmn.plus website, platform, and related services (collectively, the "Service"). By creating an account or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.

HMN.Plus is a software-as-a-service platform that provides AI-powered business automation tools, including but not limited to:

• —Workflow automation across business applications
• —AI agent assistants that act on your behalf within connected services
• —Organisation structure and role management
• —Integration with third-party services, including Google Workspace (Gmail, Calendar, Drive, Contacts), Meta platforms (Facebook Pages, Instagram, WhatsApp Business, lead ads, product catalogs, Business Manager, ad reporting and ad management), and Xero (accounting and payroll)
• —Website and brand analysis during onboarding

How the Service is delivered to you

By default the Service is delivered as a deployment we operate and maintain for you, on infrastructure we provide. Unless your agreement with us says otherwise in writing, that is what you have.

Under an enterprise arrangement the Service may instead be installed in your own environment, on infrastructure you provide and control. Where that is the case: you are responsible for that infrastructure, its availability, its backups and its security; the retention settings are yours to configure; our obligations in these Terms are to the software and the support we agreed, not to the operation of your environment; and our liability does not extend to loss arising from how that environment is run. Everything else in these Terms applies unchanged.

To use the Service you must create an account. When you register, you agree to:

• —Provide accurate, current, and complete information
• —Maintain the security of your account credentials
• —Accept responsibility for all activity that occurs under your account
• —Notify us immediately of any unauthorised use

We may suspend or terminate accounts that violate these Terms or that we reasonably believe are being used fraudulently.

The Service uses artificial intelligence and automated systems to perform tasks on your behalf. By using the Service, you acknowledge and agree that:

• —Authorised actions: AI agents will only perform actions within the scope of permissions you explicitly grant. You may revoke permissions at any time.
• —Data inputs: The Service may process data from your connected accounts (e.g. emails, calendar events, documents, contacts) solely to execute the automations you configure.
• —No training on your data: We do not use your business data, connected account data, or automation content to train AI models. Your data is processed only to deliver the Service to you.
• —Your AI account, not ours: You register your own API credential with an approved AI provider — Anthropic, OpenAI or Google Gemini — and the Service uses that credential on your instruction. HMN.Plus holds no agreement with any AI provider, is not a party to yours, and does not resell inference. What that provider does with what you send is governed by your agreement with them.
• —Accuracy: AI-generated outputs may contain errors. You are responsible for reviewing and approving actions before they are executed where the Service offers review steps, and for the consequences of fully automated actions you enable.
• —Website analysis: During onboarding, the Service may fetch and analyse publicly available information from your website (e.g. brand colours, logos, company name) to personalise your workspace. This data is derived from public sources only.

What you warrant about your AI provider account

Because the AI account is yours, the things that keep the Service compliant sit inside an account we cannot inspect. So they are warranties you give us, not assurances we give you. By registering an AI credential you warrant, each time you register or replace one, that:

• —It is a commercial account. The credential is issued under the provider's commercial or API terms — not a free, trial, consumer, personal or evaluation tier, and not a credential issued to someone else
• —It is not enrolled in model improvement. You have not opted the account into any data-sharing, model-training, model-improvement, evaluation or human-review programme the provider offers, and you will not do so while the credential is registered with the Service
• —You will not build an automation that breaches a connected platform's terms. In particular, Xero's Developer Platform Terms prohibit using Xero API Data — in raw or processed form — to train, fine-tune, adapt or enhance an AI model, and prohibit passing it to a third party without the user's consent. We may refuse to run, or suspend, any automation we reasonably believe breaches those terms, and we may do so without notice where a platform has told us to
• —You pay the provider. Inference is billed by your AI provider directly to you. HMN.Plus does not resell inference, sets no margin on it, has no visibility of your balance or spending limits, and is not liable for that bill or for an automation stopping because the account ran out of credit or hit a rate limit
• —If you enable retry across providers, every warranty above applies to each of them. The Service can be configured to retry a failed call on another AI provider you have registered. Enabling that is your decision, and it means the account you registered for that second provider must satisfy this whole section too
• —We are not a party to that relationship. HMN.Plus holds no agreement with your AI provider. We give no warranty about their availability, performance, output, retention or security, and any claim about them is between you and them

Registering a credential is your acceptance of it. You give the warranty above each time you register or replace an AI credential, and that registration is recorded with a timestamp in your account's audit record — so both of us can point to when it was given. If any of it stops being true, remove the credential.

The Service connects to third-party platforms via OAuth and API integrations. When you connect a third-party account:

• —You grant us permission to access and act within those services on your behalf, limited to the scopes you approve
• —You remain bound by the third party's own terms of service
• —We are not liable for changes, outages, or data loss caused by the third-party service
• —You may disconnect any integration at any time through your account settings, which immediately revokes our access

Advertising spend

Where you connect an advertising account and build an automation that manages it, you authorise the Service to create, change, activate and pause campaigns and to set budgets in that account. This spends your money. The spend is billed by the platform to your own payment method; we never hold or pass on advertising funds.

The Service acts only on automations you have built or approved. It does not create, change or spend against advertising of its own initiative, and it does not act outside what an automation you authorised defines.

• —Every automation is approved by you at the point you build and enable it. Separately, you choose for each one how much of each run happens without a person — from drafting changes for approval, to acting within limits you set, to running unattended. Enabling an automation to run unattended is your decision, and you are responsible for the spend it incurs
• —You remain the advertiser. You are responsible for the content of your ads, for who they target, and for compliance with the platform's advertising policies and applicable law
• —We give no guarantee of advertising performance, reach, cost, or return. Nothing the Service produces is a forecast, and past results do not carry forward
• —Set limits on the platform side as well as ours. Account-level spending caps are yours to configure and are the backstop if an automation behaves in a way you did not intend
• —You may revoke our access at any time. Revoking stops further action immediately but does not reverse spend already incurred or ads already delivered

To the extent permitted by law, our liability for advertising spend incurred by an automation you configured and enabled is limited as set out in section 11.

Messaging your customers

Where you connect a messaging account — a Page inbox, Instagram Direct, or a WhatsApp Business number — and build an automation that replies or initiates conversations, the messages are sent by you, from your account, and you are the sender for every purpose.

• —The opt-in is yours. You are responsible for obtaining and holding a record of each recipient's consent to be messaged, and for honouring opt-outs. We do not obtain consent on your behalf and hold no contact list of our own
• —The platform's rules are yours to meet. On WhatsApp that includes the WhatsApp Business Messaging Policy, the approval of message templates against your business, and the limits on messaging outside a customer service window. Breaching them can restrict or disable your number, and that consequence falls on your account
• —Content is yours. You are responsible for what an automation you built sends, including AI-generated replies, and for compliance with applicable law on unsolicited messages
• —As with any automation, you choose for each one how much of each run happens without a person. Enabling one to message unattended is your decision

Changes to your business assets

Where an automation you build calls for it, the Service creates, changes and deletes assets inside the business portfolio you connected — product catalogs and the items in them, WhatsApp message templates and phone number settings, and business assets and access assignments in your Business Manager. These changes are made under the permissions you granted, and some are not reversible by us: a deleted catalog item or a withdrawn template is gone from the platform, and restoring it is done in the platform, not here. Review what an automation is authorised to change before you enable it to run unattended.

The platforms are not parties to these Terms

The platforms we integrate with — including Google, Meta Platforms (Facebook, Instagram and WhatsApp) and Xero — are not parties to these Terms. They give no warranty in respect of the Service and have no liability to you arising from your use of it. Your subscription to and relationship with each platform is separate from your agreement with us.

HMN.Plus is an independent provider. We are not affiliated with, endorsed by, sponsored by or acting as an agent of any platform we connect to, and we use their names only to identify the services the Service integrates with. Data we receive from a connected platform is handled under our Privacy Policy, which sets out the platform-specific terms we are bound by for Google, Meta and Xero.

You own your data, your documents and the outputs your workflows produce. You also own the workflow definitions, prompts, scripts and configuration created for your business, whoever built them — you, or us. Together these are "Your Data". You grant us a limited licence to use Your Data solely to operate and improve the Service for you. We will:

• —Not sell Your Data to third parties
• —Not use Your Data for advertising purposes
• —Give you an export of Your Data in machine-readable form whenever you ask — workflow definitions, prompts, scripts, configuration and data included
• —Keep Your Data for 30 days after your agreement ends so that you can take that export, and then delete it, subject to any legal retention requirements (section 13)

What we own, and license to you for use within your workflows, is set out in section 10.

For full details on how we handle personal data, see our Privacy Policy.

You may use the Service to process data belonging to your own customers, employees, contacts, or other third parties ("End-User Data"). When you do so:

• —You are the data controller: You determine what End-User Data is processed and are responsible for ensuring you have a lawful basis to do so (e.g. consent, legitimate interest, or contractual necessity)
• —We are the data processor: We process End-User Data solely on your instructions and to deliver the Service. We do not independently access, use, or share End-User Data for our own purposes
• —Your obligations: You must comply with all applicable data protection laws when using the Service to process End-User Data. You must not use the Service to process End-User Data in ways that violate those laws or your obligations to the individuals concerned
• —AI processing: End-User Data processed through automations may be sent to the AI provider you have selected, as described in Section 4. You are responsible for ensuring your use of a third-party AI provider to process End-User Data complies with your obligations to those individuals
• —Data Processing Agreement: If your compliance obligations require a formal DPA, contact us at hello@hmn.plus

Certain features of the Service require a paid subscription. By subscribing, you agree that:

• —Subscriptions are billed monthly in advance unless your agreement says otherwise
• —You authorise us to charge your chosen payment method for all applicable fees
• —Refunds are provided at our discretion, except where required by law or where this section says otherwise

Who is charged

• —The subscription is charged per builder — a user who creates or edits workflows. Every other user, such as someone who runs workflows, reviews their output or reads a report, is free
• —You may create and run as many workflows of your own as you like at no extra charge
• —Workflows you ask us to build are quoted as projects, separately from the subscription

Price changes

Your subscription rate is fixed for 12 months from the date your subscription starts. After that we may review it at most once a year, and only with at least 30 days' written notice before a new rate applies — unless your agreement says otherwise.

Cancellation and non-payment

• —You may cancel a subscription on 14 days' written notice. It ends when the notice period ends, and fees you paid in advance for a period after that are refunded
• —Invoices are due within 7 days of the invoice date
• —If an invoice is more than 14 days overdue, we may give written notice and then suspend access until it is paid. Suspension does not delete Your Data
• —If an invoice is more than 30 days overdue, we may end the agreement by written notice
• —When an agreement ends, Your Data is kept for 30 days so that you can take an export (section 13)

Payment processing is handled by Stripe. Your payment information is transmitted directly to Stripe and is not stored on our servers.

You agree not to use the Service to:

• —Violate any applicable law or regulation
• —Send unsolicited bulk communications (spam) through connected services
• —Automate actions that violate the terms of connected third-party platforms
• —Attempt to gain unauthorised access to the Service or its infrastructure
• —Reverse-engineer, decompile, or disassemble any part of the Service
• —Interfere with or disrupt the integrity or performance of the Service
• —Use the Service to harm, harass, or defraud others

We reserve the right to suspend or terminate your access for violations of this section.

The Service, including its design, code, features, documentation, and branding, is owned by Ramirez Holdings Limited and is protected by intellectual property laws. So is everything we use across clients: our reusable templates, components, scripts, generic prompts, methods and documentation, whether they existed before your agreement or were developed during it.

Where any of those are part of your workflows, we license them to you for use within those workflows, for as long as you use them. That licence does not make them yours, and the workflows built on them remain yours under section 6.

These Terms do not grant you any right to use our trademarks, logos, or branding. Except as a signed agreement with us allows, you may not copy, modify, distribute, or create derivative works of the Service.

To the maximum extent permitted by law:

• —The Service is provided "as is" and "as available" without warranties of any kind, whether express or implied
• —We do not warrant that the Service will be uninterrupted, error-free, or that AI outputs will be accurate or complete
• —We are not liable for any indirect, incidental, special, consequential, or punitive damages arising from your use of the Service
• —Our total liability for any claim related to the Service is limited to the amount you paid us in the twelve months preceding the claim

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including under New Zealand consumer protection legislation.

You agree to indemnify and hold harmless Ramirez Holdings Limited, its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including legal fees) arising from your use of the Service, your violation of these Terms, or your violation of any third-party rights.

Either party may terminate this agreement at any time:

• —By you: Delete your account through your account settings or contact us at hello@hmn.plus. A subscription ends on the notice set out in section 8
• —By us: We may suspend or terminate your access if you breach these Terms, including for non-payment as set out in section 8, or with 30 days' notice for any other reason. Where you have a signed agreement with us, we end it only as that agreement allows

Upon termination, your right to use the Service ceases. We will retain Your Data for 30 days following termination so that you can take an export, after which it will be permanently deleted — execution records and produced files included — unless we are legally required to retain it.

Your agreement is with Ramirez Holdings Limited, not with any individual. If a person at HMN.Plus becomes unable to work, we remain bound by it.

• —Planned shutdown: If we plan to stop providing Agentic OS, we will give you at least 90 days' written notice, and deliver what the next point describes before your deployment is shut down
• —If we stop and nobody continues it: If we permanently stop providing Agentic OS and no successor continues to provide it to you on substantially the same terms, you receive, at no charge, a deployable copy of the version you are using, your workflows and Your Data, and the documentation a qualified technical professional needs to deploy and operate them
• —The licence that comes with it: You may use that copy for your own internal operations under a perpetual, non-exclusive, non-transferable licence. The platform remains ours, and hosting, engineering and migration work are not included

These Terms are governed by and construed in accordance with the laws of New Zealand. Any disputes arising from these Terms or the Service shall be subject to the exclusive jurisdiction of the courts of New Zealand. This does not affect any mandatory consumer protection rights you may have under the laws of your country of residence.

We may update these Terms from time to time. We will notify you of material changes by email or by posting a notice on the Service at least 30 days before the changes take effect. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms. If you do not agree, you may close your account before the changes take effect.

A signed agreement keeps the version it names. A signed client agreement names the version of these Terms and of our Privacy Policy that it incorporates, by their "Last updated" dates. Later changes apply to that agreement only if you agree to them in writing. Where a signed agreement and these Terms differ, the signed agreement applies.