Terms of Service — New Zealand

1. Acceptance and Capacity

These Terms of Service ("Terms") govern access to and use of the cepaos platform ("the Platform"), operated by cepaos LLC, a limited liability company incorporated in the State of Wyoming, United States ("cepaos", "we").

By checking the acceptance box during registration and/or by effectively using the Platform, the user ("User", "you") accepts these Terms in their entirety. If the User acts on behalf of a legal entity (winery, cooperative, or other entity), they represent that they have sufficient authority to bind such entity contractually. The Platform is intended exclusively for commercial operations (B2B). The User expressly declares that they contract in a business capacity and not as a consumer.

cepaos will record the date, time, IP address, and version of these Terms accepted by the User as evidence of acceptance.

2. Description of the Service

cepaos is a SaaS (Software as a Service) platform for winery management that offers:

• Winery and vineyard operations management
• Traceability and records supporting the wine-sector obligations of the User's country (competent authorities listed in Section 12.2)
• Inventory, batch, and production process management
• Integration with payment processors for billing and collections
• Operational reports and analytics

The Platform operates under a multi-tenant model: each organisation ("Organisation") accesses only its own data within a shared and secure environment. cepaos is not a system certified or approved by any wine, customs or tax authority, is not authorised to officially submit declarations on the User's behalf, and does not replace the advice of qualified professionals (agronomists, oenologists, accountants, lawyers). The Platform facilitates the preparation of information for declarations before the competent authorities; the submission, accuracy, and timely compliance of such declarations is the exclusive responsibility of the User.

cepaos does not validate or verify whether the User's productive activity takes place in areas subject to special legal restrictions (including glacier zones, periglacial areas, protected water basins, nature reserves, or areas with restrictions on the use of agrochemicals under applicable provincial or national legislation). Compliance with all applicable environmental, phytosanitary, water, and land-use regulations is the exclusive responsibility of the User.

3. Registration and Accounts

3.1 Requirements

• The User must have legal capacity to contract on behalf of their Organisation.
• Each Organisation must designate at least one responsible administrator.
• Registration information must be truthful, complete, and up-to-date.

3.2 Credentials

• The User is responsible for maintaining the confidentiality of their access credentials.
• All activity performed under their account is deemed to have been performed by the User.
• The User must immediately report any unauthorised use of their account to hello@cepaos.com.

3.3 Organisations

• Each Organisation is an independent entity within the Platform.
• The Organisation's administrator manages member permissions.
• cepaos is not responsible for the internal permission management of each Organisation.

3.4 External Consultant Access

The Organisation may invite external users (for example, consulting winemakers or other technical advisors, "External Consultants") to access its data within the Platform, with read-only or advisor permissions. The decision to invite, the access level granted, and its continuation are exclusive prerogatives of the Organisation, exercised at its own responsibility.

• The External Consultant accesses the Platform under these same Terms, which they accept upon registration, and additionally assumes a duty of confidentiality towards each Organisation that invites them: they may not disclose, extract from the Platform, or use for their own benefit or that of third parties --including other organisations they advise-- any non-public information of an Organisation. Such information constitutes Confidential Information of that Organisation within the meaning of clause 13.3.
• The same External Consultant may advise several Organisations, including direct competitors. The Platform keeps each Organisation's data technically segregated; the External Consultant undertakes to maintain that segregation in their professional activity as well.
• The Organisation may revoke the External Consultant's access at any time, at its sole discretion, with immediate effect, without cause and without any right to compensation arising in favour of the External Consultant.
• The External Consultant acquires no rights over the data of the Organisations that invite them. Clause 4 applies in full: data remains the exclusive property of the corresponding Organisation.
• With respect to personal data contained in the Organisation's data, cepaos acts as data processor on behalf of the Organisation (data controller). Inviting an External Consultant constitutes a documented instruction from the Organisation; it does not make cepaos a controller, nor the External Consultant a sub-processor of cepaos. cepaos will record the invitation, acceptance, and revocation of each access as evidence.
• Inviting External Consultants under this clause does not constitute the resale or "Service Bureau" arrangement prohibited under clause 6.

4. Data Ownership

4.1 User Data

Data entered by the User and their Organisation ("User Data") is the exclusive property of the corresponding Organisation. cepaos does not acquire any proprietary rights over such data.

4.2 Licence of Use

The User grants cepaos a limited, non-exclusive, and revocable licence to process User Data solely for the purpose of providing the Service, including the right to sublicence such processing to the sub-processors necessary for the provision of the Service (as detailed in the Privacy Policy).

4.3 Portability

The User may export their data at any time in a standard format (CSV, JSON) directly from the Platform. For requests for specific formats or technical assistance with export, cepaos will respond within 10 business days of receipt.

4.4 Deletion

After account cancellation, data will be retained for a period of 30 days as a security backup, after which it will be permanently deleted, except where legally required to be retained (billing records: 10 years; security logs: 12 months).

4.5 Data Processing Agreement

The Data Processing Agreement available at cepaos.com/en-NZ/legal/dpa forms an integral part of these Terms and is accepted together with them. It governs the processing of personal data that cepaos carries out on the User's behalf, the sub-processors engaged and the safeguards applicable to international transfers. In case of conflict concerning personal data, the Data Processing Agreement prevails.

5. Payments and Billing

5.1 Paid Subscription — Payment at Sign-up

cepaos is a paid subscription. At sign-up, the User selects a plan and pays for the first billing period through the payment processor (Section 5.4) before access is activated. Activation of the Service is conditional upon confirmation of payment.

Access to the Platform requires payment of the applicable subscription. cepaos does not offer free trial periods by default; exceptionally, following a demonstration with our team, cepaos may grant an evaluation period, subject to prior written approval and on the terms stated in that approval.

Automatic renewal. Paid subscriptions renew automatically at the end of each billing period (monthly, annual or biennial, per the contracted plan) and the applicable fee is charged to the payment method on file, for successive periods of equal duration, until the User cancels. By activating a paid plan the User gives express affirmative consent to the automatic renewal and the resulting recurring charge. The User may cancel at any time, effective at the end of the current period, from Settings → Billing in the application — a process no more difficult than subscribing — with no cancellation fee. cepaos sends an email reminder before each renewal stating the renewal date and the amount to be charged: 30 days before renewal for annual and biennial plans, and 3 days before for monthly plans.

5.2 Prices and Currency

The applicable prices are those published on the cepaos pricing page for the User's market at the time of contracting, expressed in New Zealand dollars (NZD), exclusive of applicable taxes (see Section 12.3). Charges are made in that same currency.

5.3 Price Changes

• Changes to list prices will be notified with at least 60 days' notice by email.
• The User may cancel without penalty if they do not accept the new price, in accordance with the procedure in Section 11.

5.4 Payment Methods

Payments are processed by Stripe. cepaos does not store complete credit card data or banking credentials; these are held in tokenised form by the payment processor. For details on what data is shared with the processor see the Privacy Policy, Section 5.1. In the event of any change of payment processor, cepaos will notify the User with at least 30 days' notice.

5.5 Right of Withdrawal — EU Consumers

If the User qualifies as a consumer in the European Union under Directive 2011/83/EU, the User has 14 calendar days from the date of the first charge to exercise the right of withdrawal and obtain a refund proportional to the unused period. Requests to legal@cepaos.com. The Platform is primarily intended for B2B operations (Section 1); this clause applies only where the contract is subject to EU consumer law.

5.6 Late Payment and Default

• Failure to pay within 10 calendar days of the due date may result in suspension of access to the Service.
• cepaos will notify the User by email with at least 48 hours' notice before any suspension.
• During the suspension period and until final cancellation (Section 10.2), the User retains read-only access to enable data export.
• Service will be automatically reactivated once payment is regularised.

5.7 Refunds

• Except for the right of withdrawal in Section 5.5, no partial refunds are provided for unused periods.
• In the case of duplicate billing or erroneous charges, cepaos will process a refund within 15 business days of verifying the error.

6. Acceptable Use

The User agrees to:

• Use the Platform in accordance with applicable law.
• Not attempt to access data from other Organisations.
• Not reverse-engineer, decompile, or attempt to extract the source code.
• Not use the Platform to store or transmit illegal content or to manipulate traceability or regulatory records.
• Not intentionally overload the service infrastructure through unauthorised automated loading.
• Not resell, sublease, or share access with third parties ("Service Bureau" mode), without prejudice to External Consultant access under clause 3.4.

Breach of these obligations may result in immediate suspension or cancellation of the account. See the Acceptable Use Policy for further details.

7. Service Availability

7.1 SLA

cepaos will use commercially reasonable efforts to maintain monthly availability of 99.5%, excluding:

• Scheduled maintenance (notified with at least 48 hours' notice).
• Interruptions due to force majeure.
• Problems with third-party services (infrastructure providers, payment processors, government agencies).

In the event of a monthly SLA breach, the User may request a service credit equivalent to the proportional percentage of the affected period, up to a maximum of 15% of the monthly fee. The credit must be requested within 15 calendar days of the incident to hello@cepaos.com and will be applied to the next billing cycle. The credit constitutes the sole remedy for service unavailability.

7.2 Support

• Email support: hello@cepaos.com
• Business hours: Monday to Friday, 9:00 AM to 6:00 PM (Argentina time, GMT-3).
• Target response time: 24 business hours.

8. Intellectual Property

8.1 cepaos Property

The Platform, its source code, design, brand, logos, and documentation are the exclusive property of cepaos LLC and are protected by applicable intellectual property laws and international treaties.

8.2 User Property

cepaos does not claim intellectual property rights over data, reports, or content generated by the User within the Platform.

8.3 Feedback

If the User submits suggestions, ideas, bug reports, or other feedback about the Platform, cepaos may use them freely to improve the Service without obligation of compensation or attribution. The User grants cepaos an irrevocable, perpetual, royalty-free licence over such feedback.

9. Limitation of Liability

9.0 Service "As Is"

The Platform is provided "as is" and "as available". To the maximum extent permitted by applicable law, cepaos disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, accuracy of information, or absence of errors. The User assumes the risks inherent in the use of software systems in production environments.

9.1 Scope

To the maximum extent permitted by law:

• cepaos shall not be liable for indirect, incidental, special, consequential, or punitive damages.
• The total liability of cepaos shall not exceed the amount paid by the User during the twelve (12) calendar months immediately preceding the event giving rise to the claim, or, failing that, an amount equivalent to one (1) month's subscription to the current plan.
• cepaos provides traceability features aligned with the requirements of the authorities listed in Section 12.2 in effect as of the date of these Terms, but does not guarantee they cover all specific regulatory obligations of each User or future regulatory changes.

Non-excludable liability. Nothing in these Terms excludes or limits cepaos's liability for wilful misconduct or gross negligence, for death or personal injury, or any other liability that cannot be excluded or limited under the law applicable pursuant to Section 12.

9.2 Exclusions

cepaos is not liable for:

• Data loss caused by User actions.
• Interruptions in third-party services (infrastructure providers, payment processors, or government agencies).
• Damages arising from unauthorised use of User credentials.
• Business or operational decisions made based on information from the Platform.
• Fines, penalties, or non-compliance with wine, customs, tax or other regulatory authorities.

9.3 Remote Equipment Control (Connected Winery)

The optional "Connected Winery" module allows authorised users to send commands (for example start, stop, setpoint or recipe commands) to the User's equipment connected through a gateway agent that the User installs on its own network. The agent executes only the commands configured for each piece of equipment in the User's installation and rejects any other command. cepaos does not install, configure, inspect or maintain the User's equipment.

The Platform includes the following safeguards: (a) every command requires explicit confirmation by an administrator and prior acceptance of a control agreement for that piece of equipment; (b) high-risk commands additionally require approval by a second administrator or confirmation of physical presence at the equipment by scanning its QR code within the preceding 10 minutes; (c) parameters are validated against minimum and maximum limits, and free-text instructions that attempt to bypass, disable or reset safety devices are rejected; (d) commands expire 10 minutes after creation and the agent refuses to execute expired commands; a command delivered without acknowledgement within 5 minutes is recorded as expired with an unknown result and is never assumed to have been executed; (e) stop commands are delivered before any other command and cancel commands still queued for the same equipment; and (f) every action is recorded in an append-only audit log.

The remote stop is a software command transmitted over the internet that may take several seconds to arrive, or may not arrive at all: it is not an emergency stop and does not replace the emergency-stop devices, interlocks or other safety functions of the equipment.

The User is solely responsible for: the safety of its installation, including emergency stops, interlocks and safety devices that operate independently of the Platform and of any network connection; having each connection and command configuration installed or verified by a qualified technician; the risk assessment required by the machinery and occupational-safety rules applicable to it; assigning roles and permissions; and adequate on-site supervision whenever equipment operates. The Platform must never be the only means of stopping or controlling equipment.

Remote control depends on the internet, on the User's network and power supply and on third-party services outside cepaos's control: commands may be delayed, not delivered, or executed without the result being confirmed. Subject to the non-excludable liability in Section 9.1, cepaos is not liable for damage resulting from the User's installation or configuration, from the absence or failure of physical safety devices, or from connectivity failures outside its control; otherwise its liability is governed by Section 9.1.

9.4 Certifications and Regulatory Compliance

cepaos is a record-keeping and evidence-preparation tool. cepaos does not certify, does not grant any seal or label, and does not guarantee compliance with any standard or the outcome of any audit or control. Certification and the granting of any seal (organic, sustainability, guarantee mark or otherwise) rest exclusively with the certification body or the competent authority.

The regulatory information and certification requirements displayed by the Platform are indicative, carry a verification date and may change without notice. The User is solely responsible for verifying the applicable requirements against the current official sources and for complying with them. Compliance responsibility rests with the producer.

9.5 Sensor Data and Measurements

The Platform may record, display, and process readings originating from sensors, measuring equipment, and integrations connected by the User (temperature, density, volume, humidity, among others), as well as manually entered values. Such readings are provided on a best-effort basis: their accuracy depends on the User's hardware, its installation, calibration, and maintenance, and on connectivity — all factors outside cepaos's control. cepaos does not calibrate or certify measuring instruments and does not guarantee the accuracy, completeness, or continuous availability of such data.

The measurements and derived calculations displayed by the Platform are for informational and management purposes; they do not constitute official measurements and do not replace the instruments and methods required by applicable regulations. Before using any data from the Platform in a declaration before an authority (for example, those listed in Section 12.2 or any other competent authority), in a commercial transaction, or in a critical winemaking decision, the User must verify it with calibrated instruments and their own sources. cepaos shall not be liable for fines, penalties, rejected declarations, or product losses arising from erroneous measurements, incorrect or incomplete sensor data, or declarations prepared or submitted on the basis of data not verified by the User.

10. Cancellation and Termination

10.1 By the User

• The User may cancel their subscription at any time from Settings → Billing within the Platform, or by writing to hello@cepaos.com.
• Cancellation takes effect at the end of the current billing period and incurs no penalty.
• After cancellation, the User retains read-only access for 30 days, during which they may export their data pursuant to Section 4.3.

10.2 By cepaos

cepaos may suspend or cancel an account in the event of:

• Breach of these Terms.
• Non-payment for more than 30 days.
• Fraudulent or illegal activity.
• Court order or request from a competent authority.

10.3 Effect of Termination

Following termination, cepaos will proceed in accordance with Section 4.4 (Data Deletion).

11. Changes to the Terms

• cepaos may modify these Terms at any time.
• Changes will be notified with at least 30 days' notice by email and/or notice on the Platform.
• Changes affecting prices, limitation of liability, or fundamental User rights will be notified with no less than 60 days' notice and will require express acceptance to continue the subscription.
• Continued use of the Platform after the notification period constitutes acceptance of the new Terms for non-material changes.
• If the User does not accept the changes, they may cancel their account without penalty.

12. Governing Law and Jurisdiction — New Zealand

These Terms are governed by the laws of New Zealand. The parties submit to the exclusive jurisdiction of the courts of New Zealand sitting at Wellington.

12.1 Dispute Resolution

The parties shall endeavour to resolve any dispute amicably before initiating proceedings. If no agreement is reached within 30 calendar days, the dispute shall be submitted to the courts of New Zealand at Wellington.

12.2 Regulatory Facilitation — No Approval Guarantee

cepaos facilitates the preparation of information for filings with the Ministry for Primary Industries (MPI, including Wine Act 2003 and export certification), Inland Revenue and other authorities, but does not guarantee regulatory approval and does not replace the advice of qualified professionals (viticulturists, winemakers, accountants, lawyers). Responsibility for the accuracy and timely submission of regulatory filings lies exclusively with the User.

12.3 Billing Currency and Taxes

Prices are quoted and charged in New Zealand dollars (NZD), exclusive of GST. cepaos LLC is a non-resident provider of remote services. Where the User provides its GST registration number, the supply to a GST-registered business is not subject to GST charged by the non-resident supplier; where the service is used for non-taxable purposes, the User is responsible for accounting for GST under section 8(4B) of the Goods and Services Tax Act 1985.

cepaos issues an international commercial invoice, which is not a New Zealand tax invoice.

12.4 Data Protection

Personal information is handled in accordance with the Privacy Act 2020. The competent authority is the Office of the Privacy Commissioner (www.privacy.org.nz). The Data Processing Agreement (Section 4.5) governs processing on the User's behalf.

12.5 Business Use

The User acquires the Service in trade. To the extent permitted by section 43(2A) of the Consumer Guarantees Act 1993 and section 5D of the Fair Trading Act 1986, the parties agree that those Acts do not apply, and consider this agreement fair and reasonable. Nothing in these Terms affects any unfair-contract-term protection for small trade contracts under the Fair Trading Act 1986.

13. General Provisions

13.1 Entire Agreement

These Terms, together with the Privacy Policy and the Acceptable Use Policy, constitute the entire agreement between the parties.

The Data Processing Agreement (Section 4.5) also forms part of that agreement.

13.2 Force Majeure

Neither party shall be liable for delays or failures resulting from causes beyond their reasonable control, including -- but not limited to -- natural disasters, pandemics, acts of war, widespread power outages, failures in third-party internet infrastructure, or acts of public authority. The affected party shall notify the other as soon as reasonably possible and take reasonable measures to mitigate the effects. If the situation persists for more than 30 calendar days, either party may terminate the contract without penalty.

13.3 Confidentiality

Each party agrees to maintain in strict confidence the non-public information of the other party received in connection with these Terms ("Confidential Information"), and not to disclose it to third parties without prior written consent, except as required by law. cepaos will treat the User's operational data (harvests, inventories, production processes, commercial data) as Confidential Information. This obligation shall survive for two (2) years from the termination of the contract.

13.4 Promotional Access and Partners

cepaos may grant free or specially conditioned access to design partners, early adopters, or other designated users ("Promotional Access"). The specific conditions of each Promotional Access will be set out in a separate agreement. In the absence of such agreement, Promotional Access may be revoked with 30 days' notice without right to compensation.

13.5 Severability

If any clause of these Terms is declared invalid, the remaining clauses shall remain in full force and effect.

13.6 No Waiver

Failure to exercise a right does not constitute a waiver thereof.

13.7 Assignment

The User may not assign their rights under these Terms without the prior written consent of cepaos. cepaos may assign its rights and obligations in the context of a merger, acquisition, or asset sale, upon notifying the User with at least 30 days' notice. The User may cancel their account without penalty if they find the assignment objectionable.

14. Contact

For enquiries about these Terms:

• Email: legal@cepaos.com
• cepaos LLC — Wyoming, United States