SAMi Terms of Service

Version: 1.2
Effective date: 1 November 2026

These Terms of Service (“Terms”) govern access to and use of Aivy SAMi (“SAMi” or the “Service”), provided by Aivy Limited, a New Zealand company (“Aivy”, “we”, “us” or “our”).

By subscribing to, activating, accessing or using SAMi, the organisation acquiring the Service (“Customer”, “you” or “your”) agrees to these Terms.

Where SAMi is acquired through Microsoft Marketplace, Pax8, an authorised reseller or another marketplace or channel partner, the relevant order, subscription or marketplace transaction (“Order”) forms part of these Terms. If there is a conflict, the Order governs pricing, billing, subscription quantity and commercial term, while these Terms govern use of the Service unless expressly stated otherwise.

1. The Service

Aivy SAMi is a software service that connects to authorised business systems and data sources to provide visibility, analysis and recommendations relating to areas including:

  • Microsoft licensing and subscriptions;

  • licence allocation and utilisation;

  • pricing and renewal opportunities;

  • Microsoft 365 usage and adoption;

  • Microsoft Secure Score and security information;

  • Microsoft Copilot adoption and usage;

  • AI service usage, consumption and cost; and

  • related optimisation, reporting and action tracking.

Features and supported data sources may change as SAMi develops and as Microsoft and other third-party providers change their products, APIs, reporting capabilities or commercial models.

2. SAMi Service Levels

2.1 Assess

SAMi Assess provides a point-in-time assessment based on data available when the assessment is performed.

Assess may include licence, pricing, usage, security, adoption and other findings depending on available data and permissions.

Assess is currently offered without charge unless otherwise stated.

Assess does not include ongoing data refreshes, continuous monitoring, professional services or ongoing advisory support. Following completion of the initial assessment, underlying source data and findings are not continuously refreshed as part of the Assess service.

To receive refreshed analysis after the initial assessment, the Customer must move to an eligible paid or Managed service.

2.2 Optimise

SAMi Optimise provides ongoing access to SAMi, including refreshed source data and the ability to generate updated analytics, findings and recommendations in accordance with the functionality made available under the applicable subscription.

Optimise is a paid subscription unless otherwise agreed.

Optimise is designed as a self-service analytics product. Professional services, consulting, remediation, implementation, licence administration and human review of recommendations are not included unless separately purchased or agreed in writing.

Optimise may be purchased directly from Aivy or through an authorised marketplace, reseller or managed service provider.

2.3 Managed

SAMi Managed combines ongoing SAMi functionality with an Aivy Microsoft Cloud Solution Provider (“CSP”) relationship.

Where specified in the applicable Order, the SAMi subscription charge may be included as part of the Customer’s Aivy-managed Microsoft licensing relationship rather than charged separately.

Eligibility for Managed is conditional on the Customer maintaining a genuine Microsoft CSP relationship with Aivy.

The Customer acknowledges that existing Microsoft subscriptions may not all be capable of transfer to Aivy immediately. Where commercially and operationally practical, the Customer and Aivy will seek to migrate eligible subscriptions to Aivy at renewal, expiry or another appropriate transfer point.

Aivy may specify in an Order a minimum level of Microsoft licensing, spend, licence migration or other eligibility requirement for Managed.

If the Customer does not maintain the Managed eligibility requirements, elects not to transfer eligible subscriptions to Aivy over a reasonable period, or terminates its CSP relationship with Aivy, Aivy may:

  • move the Customer to the applicable SAMi Optimise subscription;

  • begin charging the applicable SAMi subscription fee; or

  • terminate ongoing SAMi access,

subject to reasonable notice.

3. Customer Onboarding and Access

The Customer must provide the permissions and authorisations reasonably required for SAMi to access supported data.

Depending on the Service level and functionality selected, these may include:

  • Microsoft Entra ID application consent;

  • Microsoft Graph permissions;

  • Microsoft 365 Lighthouse access;

  • Granular Delegated Admin Privileges (GDAP);

  • CSP-related permissions;

  • API credentials or authorised connections to other AI or software providers; and

  • other permissions disclosed during onboarding.

Aivy will seek to use read-only or least-privilege access wherever reasonably practicable for the functionality being delivered.

The Customer confirms that it has authority to provide Aivy with access to the relevant tenant, accounts, data and systems.

The Customer must promptly revoke or notify Aivy of access that is no longer authorised.

4. Customer Responsibilities

The Customer is responsible for:

  • maintaining accurate account and organisational information;

  • protecting its login credentials and user accounts;

  • ensuring its users comply with these Terms;

  • granting only permissions it is authorised to grant;

  • reviewing SAMi findings before acting on them;

  • maintaining appropriate backups, security controls and business continuity arrangements; and

  • complying with applicable laws and contractual obligations relating to its data and systems.

The Customer must not use SAMi to gain unauthorised access to another organisation’s data or systems.

5. Analytics, Findings and Recommendations

SAMi analyses data supplied by third-party systems and may use rules, algorithms and artificial intelligence to generate findings, summaries and recommendations.

Findings may include estimated:

  • savings;

  • unused or under-utilised licences;

  • licence consolidation opportunities;

  • renewal opportunities;

  • security risks;

  • adoption issues;

  • AI expenditure;

  • usage patterns; and

  • 0ther optimisation opportunities.

These findings are intended to support business decision-making.

References in SAMi to identified, potential or estimated savings represent opportunities calculated from available Customer and third-party data. An identified saving is not a realised saving. Where a Customer adds a finding to its Action list, SAMi may report that amount as an actioned or tracked saving. Unless expressly stated otherwise, SAMi does not currently verify that an action has resulted in an actual financial saving.

Metrics and classifications displayed by SAMi are based on Aivy-defined rules and available third-party data. Labels such as utilisation, adoption, inactivity, risk or priority may have specific meanings within SAMi and should be interpreted in conjunction with the definitions presented in the Service.

Data displayed within SAMi may be refreshed at different intervals depending on the source and feature. Analytical findings, summaries and AI-generated recommendations may be generated at a different time from the underlying source data. The Service may display the relevant data and insight generation dates where applicable.

Aivy does not guarantee that:

  • every finding is complete or correct;

  • all potential savings will be identified;

  • identified savings will be achieved;

  • a recommended action will produce a particular financial or operational result; or

  • third-party data supplied to SAMi is complete or accurate.

The Customer remains responsible for reviewing and approving any action before changing licences, security settings, subscriptions, users, systems or commercial commitments.

Unless expressly agreed otherwise, SAMi does not automatically make material changes to Customer systems or subscriptions.

6. Artificial Intelligence

SAMi may use artificial intelligence services to analyse Customer data and generate summaries, classifications, insights or recommendations.

Details of the categories of information processed, relevant AI service providers and applicable data-handling arrangements are described in Aivy’s Privacy Policy.

AI-generated outputs may contain errors, omissions or unexpected results and should not be treated as professional, legal, accounting, security or financial advice.

Where practical, Aivy will design SAMi so that AI-generated recommendations can be traced to or supported by underlying customer or provider data.

Customer data will be handled in accordance with Aivy’s Privacy Policy and applicable agreements with relevant service providers.

7. Third-Party Services

SAMi depends on third-party products and services including Microsoft platforms, APIs, cloud services and, where selected by the Customer, other AI or software providers.

Aivy does not control those services and is not responsible for changes to their:

  • APIs;

  • data availability;

  • functionality;

  • commercial terms;

  • licence structures;

  • pricing;

  • reporting;

  • availability; or

  • security requirements.

A change by a third-party provider may affect, reduce or remove a SAMi feature.

Aivy may modify SAMi where reasonably necessary to respond to such changes.

8. Microsoft Licensing and CSP Services

Where Aivy supplies Microsoft subscriptions, those subscriptions remain subject to the applicable Microsoft agreements, product terms, licensing rules and commercial conditions.

Aivy acts as a reseller or indirect reseller of Microsoft products and does not warrant Microsoft products themselves.

Microsoft subscription commitments, cancellation rights and renewal rules may differ from the SAMi subscription term.

The Customer remains responsible for Microsoft subscription charges that cannot be cancelled or reduced under Microsoft’s applicable commercial terms, including following termination of SAMi or the Customer’s relationship with Aivy.

Where subscriptions are transferred between CSP providers, credits, pro-rata charges, timing and billing arrangements may be affected by Microsoft and the outgoing provider.

Aivy will use reasonable efforts to coordinate transfers but does not guarantee that an outgoing provider will issue credits or complete actions within a particular timeframe.

9. Fees and Payment

Fees are specified in the applicable Order.

For services purchased directly from Aivy, invoices and payment terms will be as stated in the Order.

Where SAMi is purchased through Microsoft Marketplace, Pax8 or another authorised marketplace or reseller:

  • that channel may invoice or collect payment;

  • its billing, tax, cancellation and refund mechanics may apply to the transaction; and

  • Aivy remains responsible for providing the SAMi Service in accordance with these Terms.

Unless stated otherwise, prices exclude GST and other applicable taxes.

Aivy may change its standard pricing for future subscription periods by providing reasonable notice. Pricing for an existing committed subscription will not change during the committed term unless permitted by the applicable Order.

10. Partner and Reseller Use

Aivy may authorise managed service providers, resellers and other partners to purchase or provide access to SAMi for their customers.

A partner may only access Customer data where authorised by that Customer and Aivy.

Partners must maintain separation between customer environments and may not use information obtained through SAMi for purposes unrelated to providing services to the applicable Customer.

Unless expressly included in an Order, SAMi partner subscriptions are analytics services and do not include Aivy professional services or customer-facing consultancy.

11. Availability and Support

Aivy will use commercially reasonable efforts to maintain availability of SAMi.

Unless a separate service level agreement is included in an Order, Aivy does not guarantee uninterrupted or error-free availability or any particular uptime percentage.

Planned maintenance, emergency maintenance and outages caused by third-party services may affect availability.

Aivy will provide reasonable technical support for faults affecting the SAMi platform through its published support channels.

Technical support does not include consulting, licence optimisation services, remediation, implementation or general Microsoft support unless separately agreed.

12. Customer Data

“Customer Data” means information made available to Aivy through the Customer’s use of SAMi or authorised connections to Customer systems.

As between Aivy and the Customer, the Customer retains ownership of Customer Data.

The Customer grants Aivy the limited right to process Customer Data as reasonably necessary to:

  • provide SAMi;

  • generate requested analysis and reporting;

  • secure and operate the Service;

  • troubleshoot and support the Service;

  • comply with law; and

  • improve the reliability and performance of SAMi using aggregated or de-identified information.

Aivy will not sell Customer Data.

Aivy will not use identifiable Customer Data to advertise third-party products to the Customer.

The Customer authorises Aivy to use third-party infrastructure, cloud, AI and other subprocessors reasonably required to provide the Service, subject to Aivy remaining responsible for its obligations under these Terms and handling personal information in accordance with the Privacy Policy.

13. Privacy

Aivy will handle personal information in accordance with applicable privacy law and Aivy’s published Privacy Policy.

The Privacy Policy is separate from these Terms and is available at: https://www.aivy.co.nz/privacy-policy. 

Aivy may use cloud infrastructure and subprocessors located outside New Zealand.

Where required, Aivy will take reasonable steps to ensure personal information processed outside New Zealand receives appropriate protection.

The Customer acknowledges that data accessed through Microsoft and other connected platforms may include information relating to identifiable users, including account, licence, usage, security and adoption information.

14. Information Security

Aivy will maintain reasonable administrative, technical and organisational safeguards appropriate to the nature of Customer Data processed through SAMi.

Aivy will restrict access to Customer Data to authorised personnel and service providers who require access for legitimate service purposes.

If Aivy becomes aware of a security incident affecting Customer Data that requires notification under applicable law, Aivy will notify affected Customers as soon as reasonably practicable and provide available information reasonably required to assist them in responding.

15. Confidentiality

Each party must protect the other party’s confidential information and use it only for purposes connected with the Service or the parties’ commercial relationship.

Confidential information does not include information that:

  • is or becomes public other than through a breach of these Terms;

  • was already lawfully known to the receiving party;

  • is independently developed without use of the other party’s confidential information; or

  • is lawfully received from a third party without confidentiality restrictions.

A party may disclose confidential information where required by law.

16. Intellectual Property

Aivy and its licensors retain all intellectual property rights in:

SAMi;

  • its software;

  • analytics methods;

  • user interfaces;

  • underlying models, rules and workflows;

  • documentation; and

  • improvements to those items.

No ownership rights in SAMi are transferred to the Customer.

Subject to these Terms and payment of applicable fees, Aivy grants the Customer a non-exclusive, non-transferable right to use SAMi for its internal business purposes during the applicable subscription term.

The Customer may use, reproduce and distribute reports and outputs generated specifically for its own organisation for its internal business purposes.

17. Acceptable Use

The Customer must not:

  • copy, reverse engineer or attempt to derive SAMi source code except where expressly permitted by law;

  • bypass access, security, usage or commercial controls;

  • use SAMi to unlawfully obtain information relating to another organisation or person;

  • resell or sublicense SAMi except under an authorised Aivy partner arrangement;

  • introduce malicious code; or

  • use the Service in a manner that materially interferes with its operation or other customers.

18. Suspension

Aivy may suspend access to SAMi where reasonably necessary because of:

  • a material security threat;

  • unauthorised use;

  • overdue payment;

  • breach of these Terms;

  • expiry or withdrawal of required third-party permissions; or

  • legal or regulatory requirements.

Where reasonably practicable, Aivy will notify the Customer and provide an opportunity to remedy the issue.

19. Term and Termination

The subscription term is set out in the applicable Order.

For marketplace subscriptions, renewal and cancellation mechanics may be controlled by the relevant marketplace.

Either party may terminate for material breach if the breach is not remedied within 30 days after written notice, where the breach is capable of remedy.

Aivy may terminate immediately for unlawful use, serious security misuse or insolvency where permitted by law.

On termination:

  • the Customer’s right to access SAMi ends;

  • outstanding charges remain payable;

  • third-party subscription commitments remain subject to their applicable terms;

  • Aivy may revoke delegated permissions and connections under its control; and

  • Following termination, Customer access will be revoked promptly. Aivy will delete or de-identify Customer Data in accordance with its published retention practices and Privacy Policy, subject to applicable legal, security, backup and record-keeping requirements.

Where reasonably practicable, the Customer should revoke Aivy permissions and credentials from its systems following termination.

20. Warranties and Disclaimers

Aivy warrants that it will provide the Service with reasonable care and skill.

Except to the extent required by law, SAMi is otherwise provided on an “as available” basis.

Aivy does not warrant that:

  • the Service will be uninterrupted or error-free;

  • all third-party information will be accurate or available;

  • every optimisation opportunity or risk will be identified;

  • recommendations will achieve a particular outcome; or

  • SAMi replaces professional advice appropriate to the Customer’s circumstances.

21. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable to the other for indirect, consequential, special or punitive loss, or for loss of profit, revenue, goodwill or anticipated savings, except to the extent such exclusion is prohibited by law.

Subject to any liability that cannot lawfully be limited, Aivy’s aggregate liability arising from the Service during any 12-month period will not exceed the fees paid or payable by the Customer for SAMi during that period.

For a Customer using only a free Service, Aivy’s aggregate liability will not exceed NZ$1,000.

These limitations do not apply to fraud or wilful misconduct and may be further qualified by applicable law.

22. Indemnity

The Customer will indemnify Aivy against third-party claims arising from:

  • the Customer providing access to data or systems without required authority;

  • unlawful use of SAMi by the Customer; or

  • Customer content or instructions that infringe third-party rights.

Aivy will remain responsible for claims that SAMi itself infringes a third party’s intellectual property rights, subject to the limitations in these Terms and provided the Customer promptly notifies Aivy and allows Aivy to control the defence or resolution of the claim.

23. Changes to the Service and Terms

Aivy may improve, modify or replace SAMi functionality from time to time.

Aivy may update these Terms to reflect changes in law, security requirements, third-party services or the SAMi offering.

Where an update materially reduces Customer rights, Aivy will provide reasonable notice and, where practicable, apply the change from the Customer’s next renewal.

Changes required for legal, regulatory or security reasons may take effect sooner.

24. Notices

Notices relating to the Service may be provided electronically to the account, administrator or billing contact associated with the Customer.

Legal notices to Aivy should be sent to:

Aivy Limited
legal@aivy.co.nz 

25. Governing Law

These Terms are governed by the laws of New Zealand.

The parties will first attempt in good faith to resolve disputes through discussion.

If a dispute cannot be resolved, either party may propose mediation before commencing court proceedings, except where urgent relief is required.

The courts of New Zealand have non-exclusive jurisdiction.

26. General

Neither party may assign these Terms without the other party’s consent, except that Aivy may assign them as part of a merger, corporate restructuring or sale of substantially all of the business or assets relating to SAMi.

If any provision is unenforceable, the remaining provisions continue in effect.

A failure to enforce a right is not a waiver of that right.

These Terms, together with the applicable Order, Privacy Policy and any expressly incorporated service schedule, form the agreement between Aivy and the Customer regarding SAMi.