Conductor Terms and Conditions

1. Agreement and order of priority

These Terms and Conditions (Terms) form a binding agreement between HighFlyer Technologies Limited, trading as HighFlyer (HighFlyer, we, us, or our), and the person or organisation that accesses or uses HighFlyer Conductor (Customer, you, or your).

By accepting an order, creating or using an account, connecting a system or messaging application, or otherwise using Conductor, you agree to these Terms. If you use Conductor for an organisation, you represent that you have authority to bind that organisation.

The agreement may also include a proposal, order form, statement of work, service schedule, or other document expressly accepted in writing by HighFlyer (each an Order). If documents conflict, a signed Order prevails for the specific commercial or technical term it expressly changes, followed by these Terms, then any other policy or documentation. A customer purchase order does not vary the agreement unless HighFlyer expressly agrees in writing.

2. The Service

Conductor is an AI-enabled business automation service that receives natural-language instructions, connects to customer-selected systems, produces responses, and may propose or perform multi-step actions subject to configured permissions and approvals (the Service).

HighFlyer provides the Service only within the plan, usage limits, configuration, documentation, and Order that apply to the Customer. Features may be standard, configured, experimental, or developed specifically for a Customer. Professional services, custom integrations, implementation, and support outside the subscribed scope may require a separate Order and fee.

Subject to payment and compliance with the agreement, HighFlyer grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the subscription term for its Authorised Users to access and use the Service for the Customer’s internal business purposes.

3. Business use and authority

Conductor is offered for business use and is not intended for personal, domestic, or household use. An Authorised User is an individual the Customer permits to use Conductor through an approved account or channel.

The Customer represents and warrants that:

• it and each Authorised User have legal capacity and authority to enter into and perform the agreement;
• all registration, billing, and contact information is accurate and kept current;
• it is acquiring the Service in trade; and
• it will use the Service only for lawful business purposes and in accordance with these Terms.

4. Accounts, messaging channels, and instructions

Conductor communicates through an end-to-end encrypted chat client configured for the Customer. Message content is encrypted between an Authorised User’s client and the Customer’s isolated Conductor runtime. The Customer authorises that runtime to receive and send content, approvals, alerts, and service communications through the configured channel.

End-to-end encryption protects the communication path. The isolated runtime must decrypt a message to understand and carry out the instruction, and may provide the minimum relevant content to OpenRouter, the selected downstream model provider, or a connected service where that processing is necessary to complete the request. HighFlyer personnel do not receive chat decryption keys or access to a shared inbox of Customer conversations.

The Customer must identify its Authorised Users, protect accounts, devices, credentials, authentication methods, and messaging sessions, and promptly remove access that is no longer required. HighFlyer may treat a message or approval received from an authorised account or channel as an authentic instruction from the Customer without separately verifying the individual sender.

The Customer is responsible for all activity through its accounts and channels until it tells HighFlyer that access may be compromised and HighFlyer has had a reasonable opportunity to act. HighFlyer may require stronger authentication, confirmation, or a separate approval before carrying out an instruction and may refuse or delay an instruction that appears unlawful, unsafe, unauthorised, ambiguous, or outside the agreed scope.

5. Customer responsibilities

The Customer is responsible for:

• selecting appropriate use cases and deciding whether Conductor is suitable for them;
• configuring least-privilege access, roles, spending limits, workflow rules, approval thresholds, and connected-system permissions;
• the accuracy, quality, legality, and completeness of information, instructions, approvals, and configuration it supplies;
• reviewing proposed actions and outputs before relying on them or allowing consequential actions;
• maintaining independent records, backups, reconciliation, and controls appropriate to its business;
• obtaining all rights, licences, notices, and consents needed for Customer Content and connected systems;
• ensuring its use, messages, recipients, and workflows comply with privacy, employment, financial, intellectual-property, anti-spam, consumer, and other applicable laws;
• ensuring commercial electronic messages have any required consent, sender identification, and unsubscribe facility;
• complying with the terms and policies of each selected messaging application, connected service, model, and third-party provider; and
• promptly notifying HighFlyer about suspected unauthorised access, erroneous actions, security incidents, or unlawful use.

6. Acceptable use

The Customer and Authorised Users must not use, or help another person use, Conductor to:

• break any law, court order, sanction, contract, third-party right, or messaging-platform rule;
• send spam, unlawful marketing, deceptive communications, malware, harassment, threats, or abusive, discriminatory, exploitative, or illegal content;
• access, disclose, alter, delete, or act on information or systems without proper authority;
• make fully automated decisions that produce legal or similarly significant effects on a person where human review or other safeguards are required;
• provide medical, legal, financial, safety-critical, emergency, or other regulated professional advice without appropriately qualified human oversight;
• circumvent permissions, approval gates, security controls, usage limits, or provider safeguards;
• probe, scan, disrupt, overload, reverse engineer, copy, scrape, benchmark for competitive publication, or attempt to obtain source code, system prompts, models, credentials, or non-public components, except to the limited extent a restriction is prohibited by law;
• resell, sublicense, time-share, or provide Conductor as a service bureau unless an Order permits it; or
• use Conductor or its outputs to develop or improve a competing product, model, or service.

HighFlyer may investigate suspected misuse, preserve relevant records, limit functionality, block content or instructions, and cooperate with customers, providers, or authorities where reasonably necessary to protect the Service or comply with law.

7. AI inference, outputs, and automated actions

Conductor uses probabilistic AI models. Outputs may be incomplete, inaccurate, outdated, offensive, non-unique, or unsuitable for a Customer’s purpose. The same input may produce different results. HighFlyer does not warrant that an output is factually correct, legally compliant, free of third-party rights, or fit to be acted on without review.

The Customer decides whether to rely on an output and remains responsible for decisions, approvals, communications, transactions, filings, payments, data changes, and other actions taken by the Customer or Conductor on its behalf. Approval controls reduce risk but do not eliminate it. The Customer must use qualified human review for material, regulated, irreversible, high-value, safety-related, or rights-affecting decisions.

Conductor may rely on context, records, or responses from connected systems. HighFlyer is not responsible for errors caused by inaccurate source data, ambiguous instructions, stale permissions, third-party failures, or a Customer’s configuration. HighFlyer may impose or change safeguards, limits, or prohibited-use rules at any time where reasonably necessary.

8. AWS hosting, AI inference, encrypted chat, and connected services

Conductor’s application hosting and related cloud infrastructure are provided through Amazon Web Services (AWS). AI requests are currently routed through OpenRouter to the downstream model provider selected for the configured model or route. HighFlyer only selects and configures inference routes and downstream providers that do not retain prompt content and do not use Customer Content for model training. The eligible downstream provider may vary by model, availability, performance requirements, and Customer configuration. HighFlyer may use or replace other inference routers, model providers, or infrastructure providers where reasonably required, subject to those same restrictions.

Communication is handled through the E2EE-enabled chat client configured for the Customer. Conductor may also connect to systems selected by the Customer. Each third-party service is independent of HighFlyer and has its own terms, privacy practices, limits, fees, security, and availability.

The Customer authorises HighFlyer and its providers to host, transmit, and process Customer Content as reasonably necessary to provide, secure, support, and administer Conductor, subject to the E2EE boundary and access limits described in the Conductor Privacy Policy. HighFlyer may add, replace, or remove infrastructure, inference, messaging, security, monitoring, and other providers where reasonably required. HighFlyer does not guarantee any third-party service and is not liable for its acts, omissions, changes, suspension, data practices, outages, or termination.

The chat service carries encrypted message content and may process limited account and delivery metadata before messages reach Conductor and when replies are delivered. The Customer must evaluate whether its configured chat client and connected services are appropriate for the sensitivity, residency, and regulatory requirements of its information.

If the Customer enables Gmail or Google Calendar, the Customer and its Authorised Users must review the Google Workspace Data & Controls guide. Google Workspace user data is subject to the stricter use, transfer, human-access, retention, disconnection, revocation, and deletion rules in the Conductor Privacy Policy.

9. Fees, taxes, and payment

The Customer must pay the fees, usage charges, expenses, and taxes stated in an Order or otherwise quoted by HighFlyer. Unless stated otherwise, fees are in New Zealand dollars, exclude GST and other taxes, and are non-cancellable and non-refundable once the applicable subscription period or work has begun.

Recurring subscriptions renew for the period stated in the Order unless either party gives the required non-renewal notice. HighFlyer may change recurring fees on at least 30 days’ notice, effective from the next renewal or billing period. Usage above an included allowance may be charged at the then-current rate.

Invoices are due within 14 days unless an Order states otherwise. Overdue amounts may accrue interest at 1.5% per month (or the maximum lawful rate, if lower), calculated daily, plus reasonable recovery costs. HighFlyer may suspend access or withhold work while an undisputed amount is overdue. The Customer must raise a good-faith invoice dispute before the due date and pay any undisputed part on time.

10. Ownership, Customer Content, outputs, and feedback

Customer Content means information, instructions, messages, files, records, and other material submitted to or accessed by Conductor for the Customer, excluding the Service, HighFlyer materials, usage telemetry, and third-party services. As between the parties, the Customer retains its rights in Customer Content.

The Customer grants HighFlyer and its providers a worldwide, non-exclusive, royalty-free licence during the agreement, and for a reasonable backup and wind-down period afterwards, to host, copy, transmit, modify, display, and otherwise process Customer Content only as reasonably necessary to provide, secure, support, administer, and comply with law in relation to the Service.

Subject to the Customer’s payment obligations and applicable law, HighFlyer does not claim ownership of an output generated specifically for the Customer from Customer Content. The Customer may use that output at its own risk. Because AI outputs may be similar or identical for different users and may not qualify for intellectual-property protection, HighFlyer does not promise exclusivity, originality, ownership, or non-infringement.

HighFlyer and its licensors retain all rights in Conductor, software, models, prompts and orchestration, connectors, templates, documentation, designs, know-how, methods, improvements, and other technology or material not expressly identified as Customer Content. No rights are granted by implication. HighFlyer may freely use feedback, suggestions, and ideas without restriction or payment, provided it does not publicly identify the Customer without permission.

HighFlyer may own and use aggregated or de-identified usage statistics and operational learning that does not reasonably identify the Customer or an individual. HighFlyer does not use Customer Content to train public or general-purpose AI models, as further explained in the Conductor Privacy Policy.

11. Privacy and confidentiality

The Conductor Privacy Policy explains how HighFlyer handles personal information and is incorporated into these Terms. The Customer must comply with privacy laws applicable to Customer Content, including obligations relating to collection, indirect collection, transparency, overseas disclosure, access, correction, retention, and security.

Each party must protect the other party’s non-public information that a reasonable person would understand to be confidential, use it only to perform or receive the Service, and disclose it only to personnel, advisers, and providers who need it and are bound by appropriate duties. These obligations do not apply to information that is public without breach, already lawfully known, independently developed, or lawfully received without restriction.

A party may disclose confidential information where required by law, after giving notice where legally permitted. HighFlyer may disclose Customer information to its providers as described in these Terms and the Privacy Policy. The Customer acknowledges that E2EE protects message content between the authorised endpoints but does not remove endpoint, connected-service, inference-provider, device, or internet availability risks. The general disclosure permissions in these Terms do not expand HighFlyer’s permitted use or transfer of Google Workspace user data.

12. Availability, support, and changes

HighFlyer will use commercially reasonable efforts to provide the Service but does not promise uninterrupted, error-free, or continuously available operation unless an Order includes a specific service level. Planned or emergency maintenance, third-party outages, model capacity, internet conditions, messaging delays, connected-service changes, and events outside HighFlyer’s reasonable control may affect availability.

HighFlyer may change Conductor, models, providers, features, interfaces, limits, and documentation to improve the Service, address security or legal requirements, respond to provider changes, or manage the product commercially. HighFlyer may discontinue a material paid feature on reasonable notice where practicable. Preview, beta, early-access, and evaluation features may be changed or withdrawn at any time and are provided without service commitments.

Support scope, response targets, and hours are those stated in the applicable plan or Order. Unless expressly agreed, support does not include Customer systems, third-party services, business-process advice, data correction, or recovery from Customer instructions.

13. Suspension, termination, and effect

HighFlyer may immediately suspend or restrict the Service, an integration, an instruction, or an account where it reasonably considers this necessary to address a security risk, suspected unlawful or prohibited use, third-party provider requirement, non-payment, material operational risk, or potential harm to HighFlyer, the Customer, another person, or the Service.

Either party may terminate for a material breach that is not remedied within 14 days after written notice, or immediately if the breach cannot be remedied, the other party becomes insolvent, or continued performance would be unlawful. HighFlyer may terminate a free, trial, beta, or early-access service at any time and may elect not to renew or may discontinue a paid Service at the end of a billing period on at least 30 days’ notice.

On termination, the Customer’s right to use Conductor ends, HighFlyer may disconnect connections and access, and all accrued and committed fees become immediately due. Fees already paid are non-refundable except where an Order expressly states otherwise or the law requires a refund. Disconnecting a Google connection removes the local managed credential but does not itself revoke Google’s provider-side grant; the connected user must separately remove HighFlyer Conductor in Google Account third-party connections.

The Customer is responsible for exporting information it needs before termination. After termination, HighFlyer deletes or de-identifies Customer Content from active systems within 30 days and from ordinary backup cycles within 90 days, unless an Order states another period or a binding legal hold or legal duty requires longer retention. HighFlyer has no obligation to recover or provide deleted content unless an Order requires otherwise. Google-derived content, connection metadata, and tokens are handled under the more specific periods and controls in the Conductor Privacy Policy. Terms that by their nature should survive will do so, including payment, ownership, confidentiality, disclaimers, indemnity, liability limits, and dispute terms.

14. Warranties and disclaimers

To the maximum extent permitted by law, Conductor, all outputs, preview features, support, and related services are provided “as is” and “as available”. HighFlyer excludes all warranties, representations, guarantees, and conditions not expressly stated in an Order, whether express, implied, statutory, or otherwise, including merchantability, acceptable quality, fitness for a particular purpose, title, non-infringement, accuracy, completeness, security, and availability.

HighFlyer does not warrant that Conductor will meet every requirement, prevent every unauthorised action, preserve every record, identify every error, comply with laws specific to the Customer, or produce a particular business outcome or saving. Advice, documentation, examples, demonstrations, and outputs do not create a warranty.

15. Customer indemnity

To the maximum extent permitted by law, the Customer indemnifies HighFlyer, its related companies, personnel, contractors, and providers against a third-party claim and the resulting liability, damages, and reasonable external legal costs, but only to the extent directly caused by:

• the Customer’s or an Authorised User’s material breach of these Terms;
• unlawful Customer Content, instructions, messages, or use of Conductor;
• Customer Content that infringes or misappropriates a third party’s intellectual-property, privacy, confidentiality, or other right; or
• the Customer’s failure to obtain authority, consent, privacy notice, sender identification, or unsubscribe capability that applicable law requires for its content, connected systems, recipients, or workflow.

The indemnity does not apply to the extent the claim or loss was caused by HighFlyer’s breach of the agreement, negligence, wilful misconduct, breach of confidentiality, or failure to comply with its privacy or data-security obligations. HighFlyer must promptly notify the Customer of an indemnified claim, permit the Customer to control its defence and settlement with counsel reasonably acceptable to HighFlyer, and provide reasonable cooperation at the Customer’s cost. The Customer may not settle a claim in a way that admits fault by, imposes non-monetary obligations on, or fails to fully release HighFlyer without HighFlyer’s prior written consent, not to be unreasonably withheld.

16. Limitation of liability

To the maximum extent permitted by law, HighFlyer is not liable under or in connection with Conductor for any indirect, incidental, special, exemplary, punitive, or consequential loss; loss of profit, revenue, business, contract, opportunity, anticipated saving, goodwill, or reputation; loss, corruption, or restoration of data; or the cost of substitute services, whether arising in contract, tort (including negligence), equity, statute, or otherwise, even if the loss was foreseeable or HighFlyer was advised it might occur.

HighFlyer is not liable for an act, omission, outage, delay, content, security issue, or data practice independently caused by AWS, an inference or model provider, a messaging application, a connected service, an internet or telecommunications provider, or another third party; nor for actions taken in accordance with an instruction, approval, permission, or configuration attributed to the Customer. This exclusion does not apply to the extent a loss was caused by HighFlyer’s own breach, negligence, or failure to use reasonable care in selecting, configuring, or managing a provider within HighFlyer’s control.

To the maximum extent permitted by law, HighFlyer’s total aggregate liability arising out of or relating to the Service and agreement is limited to the greater of (a) the fees paid or payable by the Customer for Conductor during the six months immediately before the first event giving rise to liability, calculated on a pro-rata basis for prepaid fees, and (b) NZ$1,000. For a free, trial, or evaluation service, the aggregate cap is NZ$1,000.

For liability directly arising from HighFlyer’s breach of confidentiality or its privacy or data-security obligations, the aggregate cap is instead the greater of (a) the fees paid or payable for Conductor during the 12 months immediately before the first event giving rise to liability and (b) NZ$10,000. The exclusions of indirect and consequential loss still apply to that liability, but do not exclude reasonable direct costs of required notification, investigation, containment, or restoration caused by the breach.

These exclusions and limits apply collectively to HighFlyer and its related companies, personnel, contractors, and providers and reflect the allocation of risk on which the fees are based. The caps do not apply to HighFlyer’s fraud or wilful misconduct. Nothing in the agreement excludes or limits liability to the extent it cannot lawfully be excluded or limited.

17. New Zealand consumer law, governing law, and disputes

The Customer acknowledges that it acquires Conductor in trade. To the maximum extent permitted by section 43 of the Consumer Guarantees Act 1993, the parties agree that the Consumer Guarantees Act does not apply and that it is fair and reasonable for them to be bound by this clause. Nothing in these Terms contracts out of the Fair Trading Act 1986 except to the extent permitted by law and expressly agreed in a signed Order.

If the Customer is legally a consumer or another mandatory law applies, the Customer retains rights that cannot be excluded, and these Terms apply subject to those rights.

The agreement and any dispute or non-contractual obligation arising from it are governed by New Zealand law. Before starting court proceedings, a party must give written notice describing the dispute and senior representatives must try in good faith for at least 20 business days to resolve it. This does not prevent urgent injunctive relief, debt recovery, or action needed to protect security or intellectual property.

The courts of New Zealand have exclusive jurisdiction. The Customer submits to the courts located in Auckland, New Zealand, without limiting HighFlyer’s right to enforce a judgment or seek urgent relief in another jurisdiction.

18. General terms and contact

Changes to Terms. HighFlyer may update these Terms by posting a revised version and giving reasonable notice of a material change. Changes required for law, security, provider requirements, or abuse prevention may take effect sooner. Continued use after the effective date constitutes acceptance. If the Customer does not agree, its remedy is to stop using Conductor and give any permitted non-renewal notice.

Notices. HighFlyer may give notice by email, through Conductor, through the Customer’s selected messaging app, through an administration interface, or by posting to the Service. Customer notices to HighFlyer must be sent to the contact below. A notice is treated as received when sent, unless the sender receives a delivery failure.

Assignment and subcontracting. The Customer may not assign, transfer, novate, or sublicense the agreement without HighFlyer’s prior written consent. HighFlyer may assign or novate the agreement to a related company or in connection with a financing, reorganisation, merger, acquisition, or sale of business or assets and may subcontract any part of the Service while remaining responsible for its contractual obligations.

Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, except that this does not excuse the Customer’s obligation to pay amounts already due.

Entire agreement; severability; waiver. The agreement is the entire agreement about Conductor and replaces prior discussions and representations on that subject. If a provision is unenforceable, it is modified to the minimum extent necessary or severed, and the rest remains effective. A waiver must be in writing and applies only to the specific instance. Delay in exercising a right is not a waiver. The parties are independent contractors; the agreement creates no partnership, employment, agency, fiduciary, or joint-venture relationship.

Questions or legal notices may be sent to:

HighFlyer Technologies Limited
Suite 15703, Unit A, 26 Hobson Street
Auckland 1010, New Zealand
Email: hello@highflyerglobal.com
Phone: +64 9 883 6868