Terms of Service
Introduction
Welcome to AI Native! We're excited to partner with your organisation on its journey to becoming truly AI-Native. These Terms of Service ("Terms") govern your access to and use of the services provided by AI Native Limited ("AI Native," "we," "us," or "our"), a New Zealand-based company.
By engaging our services, you ("Client," "you," "your") agree to be bound by these Terms. Please read them carefully.
1. Our Relationship & Core Commitment
AI Native is dedicated to helping businesses in New Zealand (and beyond) transform their operations by leveraging artificial intelligence. We achieve this through our structured AI-Native Programme, which encompasses strategic guidance, comprehensive training, and practical implementation services. Our core commitment is to provide your business with the clarity, capability, and confidence to become truly AI-Native.
2. Services Offered
We offer the following service packages, as detailed on our website and in any specific proposal provided to you:
2.1. AI Native Programme:
A monthly service programme for organisations committed to developing the understanding, skills and confidence to make AI a foundational part of your business.
2.2. Clarity Sessions:
One-off sessions for Executive and Leadership teams looking to understand and drive successful AI adoption.
2.3. Automation Platform:
A managed powerful automation platform that connects your AI tools with your existing business systems.
2.5. Specialised Projects:
Custom AI, Automation, and Digital Transformation projects outside of the AI Native Programme for larger scale initiatives.
3. Client Obligations
To enable us to provide our services effectively, you agree to:
3.1. Provide Accurate Information: Furnish us with complete and accurate information necessary for the performance of our services.
3.2. Timely Cooperation: Cooperate with us in a timely and efficient manner, including providing access to relevant personnel, data, and systems as reasonably required.
3.3. Internal Approvals: Be responsible for obtaining all necessary internal approvals and consents for the projects we undertake.
3.4. Resource Allocation: Allocate appropriate internal resources to support the engagement and facilitate knowledge transfer.
3.5. Compliance with Laws: Comply with all applicable laws and regulations in relation to your business and the use of AI.
4. Fees, Payment, and Additional Costs
4.1. Service Fees:
4.1.1. Clarity Sessions: $2,765 (one-time fee).
4.1.2. AI Native Programme: $2,475 (per month).
4.1.3. Automation Platform: $550 (per month).
4.1.4. Specialised Projects: Fees for Specialised Projects will be determined on a per-project basis. The Specialise Project will specify the total project cost, payment schedule (which may include upfront deposits, milestone payments, and final payments), and any other applicable charges.
All prices are in New Zealand Dollars (NZD) and are exclusive of Goods and Services Tax (GST) unless otherwise stated.
4.2. Payment Terms:
One-time fees (including those for Clarity Sessions and Specialised Projects) are due prior to the commencement of the service or relevant project phase.
Monthly fees are due in advance on the first day of each month of service.
Invoices will be issued electronically. Payment is due within 14 days of the invoice date unless otherwise agreed in writing.
Late payments may incur interest at a rate of 2% per month on the outstanding amount.
4.3. AI Model Usage Costs:
Clients subscribing to the AI Native Programme package and using the Automation Platform will be responsible for the wholesale usage costs associated with AI models utilized through their managed AI Platform (e.g., typically ~$5-$10 NZD per user/month, dependent on specific AI model usage and intensity).
We will ensure transparency regarding these costs and provide guidance on optimising them. These costs are separate from our monthly service fee and will be billed directly by the relevant third-party provider or as otherwise agreed.
4.4. Expenses: Any pre-approved out-of-pocket expenses incurred by AI Native in connection with the services (e.g., travel for on-site visits outside of Auckland, New Zealand) will be reimbursed by the Client.
4.5. Changes to Fees: AI Native reserves the right to change its service fees. We will provide Clients with at least 30 days written notice of any fee changes for monthly subscription services. Fee changes will apply from the commencement of the next billing period following the notice period. One-time fees for services not yet commenced may be subject to change without notice prior to engagement. Fees for Specialised Projects are estimated and agreed for that specific project.
5. Intellectual Property
5.1. Pre-Existing Intellectual Property: Each party retains all rights, title, and interest in its pre-existing intellectual property.
5.2. Developed Intellectual Property and AI Platform:
Ownership of Deliverables: AI Native retains all intellectual property rights in any materials, reports, strategies, software code, solutions, or other deliverables developed or provided by AI Native as part of the services ("Deliverables").
Licence to Client: Upon full payment of all associated fees for the relevant services, AI Native grants the Client a non-exclusive, non-transferable, perpetual (unless terminated earlier under these Terms) licence to use the Deliverables solely for the Client's internal business purposes. This licence does not grant the Client the right to sub-license, sell, or otherwise commercialise the Deliverables.
AI Native's General Know-How: AI Native retains the right to use its general knowledge, skills, experience, and any generic or non-client-specific methodologies, tools, and templates developed or refined during the provision of services.
AI Platform (AI Native Programme): For the AI Native Programme, AI Native will set up, configure, and manage an AI environment and platform ("AI Platform") for the Client. This involves integrating various tools, software, and infrastructure, which may be subject to third-party licences. The Client will be responsible for any direct costs associated with third-party services (e.g., hosting, AI model usage fees) as outlined in Section 4.3. The setup and management of the AI Platform by AI Native does not transfer any ownership rights in the underlying infrastructure, tools, or any pre-existing intellectual property of AI Native or third parties to the Client. The Client is granted access to use the AI Platform as part of the AI Confidence service.
5.3. Client Data: You retain all rights, title, and interest in and to your data. You grant AI Native a non-exclusive, worldwide, royalty-free licence to use, copy, transmit, store, and back-up your information and data for the purposes of enabling you to access and use the Services and for any other purpose related to provision of services to you.
6. Confidentiality
6.1. Mutual Confidentiality: Both parties agree to keep confidential all non-public information ("Confidential Information") received from the other party that is marked as confidential or would reasonably be considered confidential. This includes business plans, client lists, financial information, technical data, and the terms of our engagement.
6.2. Exceptions: Confidential Information does not include information that: (a) is or becomes publicly known through no wrongful act of the receiving party; (b) was in the receiving party's lawful possession before disclosure; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (d) is independently developed by the receiving party.
6.3. Permitted Disclosure: A party may disclose Confidential Information if required by law, provided that the disclosing party gives the other party prior notice of such disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure.
7. Data Security and Privacy
7.1. Data Security: We will implement reasonable and appropriate technical and organisational measures to protect the security of any client data we process. However, you acknowledge that no system is completely secure, and we cannot guarantee absolute security.
7.2. Data Privacy: We will handle any personal information in accordance with our Privacy Policy and applicable New Zealand privacy laws.
7.3. Client Responsibility: You are responsible for ensuring that your collection, use, and provision of data to us (including any personal information) complies with all applicable privacy and data protection laws. You are also responsible for the security of your own systems and access credentials, including those related to any AI Platform we help you set up.
8. Term and Termination
8.1. Term:
AI Native Programme: These services are provided on a monthly subscription basis. The initial term will be a minimum of 6 months, after which the agreement will continue on a 6 monthly basis unless terminated by either party.
Clarity Sessions: Clarity Sessions are one-off workshops.
AI & Automation Platform: The term for the AI and Automation Platforms are agreed on a continuous monthly basis unless terminated by either party.
Specialised Projects: The term for Specialised Projects will be for the duration required to deliver the one-time package.
8.2. Termination for Convenience:
For the AI Native Programme, either party may terminate the service at the end of any 6-month term by providing at least 30 days written notice to the other party prior to the end of the then-current term.
Termination of Specialised Projects will be governed by the terms specified and agreed for each project.
For the AI & Automation Platforms, either party may terminate the service at the end of any 1-month term by providing at least 30 days written notice.
8.3. Termination for Cause: Either party may terminate this Agreement (or a specific Specialised Project) immediately by written notice if the other party:
Commits a material breach of these Terms (or the Specialised Project terms) and fails to remedy the breach within 14 days of receiving written notice of the breach.
Becomes insolvent, enters into liquidation, receivership, or statutory management, or makes an assignment for the benefit of its creditors.
8.4. Effect of Termination: Upon termination:
You will pay all outstanding fees for services rendered up to the effective date of termination, including any fees due for a Specialised Project.
Each party will return or destroy (at the other party's request) all Confidential Information of the other party in its possession.
Provisions of these Terms that by their nature should survive termination will continue in force (including, without limitation, provisions regarding intellectual property, confidentiality, warranties, disclaimers, limitation of liability, and governing law).
9. Warranties and Disclaimers
9.1. Our Warranties: We warrant that we will perform the services with reasonable care and skill, consistent with professional standards in our industry.
9.2. Disclaimers:
No Guaranteed Outcomes: While we strive to help you achieve significant business outcomes, you acknowledge that the success of AI initiatives depends on many factors, including your internal commitment, data quality, market conditions, and the evolving nature of AI technologies. We do not guarantee specific results or return on investment.
AI is a Tool: AI technologies provide insights and automate tasks based on data and algorithms. They are tools to augment human capability, not replace human judgment entirely. You are responsible for the ultimate decisions and actions taken by AI tools or AI-generated outputs.
Third-Party Services: Our services may involve the use of third-party AI models, platforms, or tools. While we may facilitate access to or integration with these, we are not responsible for their performance, availability, or any issues arising from their use. Your use of such third-party services will be subject to their respective terms and conditions.
"As Is" Basis: Except for the express warranties stated in section 9.1, our services and any deliverables are provided "as is" and "as available." We disclaim all other warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
10. Limitation of Liability
10.1. Indirect Damages: To the maximum extent permitted by law, neither party will be liable to the other for any indirect, consequential, special, punitive, or exemplary damages (including loss of profits, revenue, data, or business opportunities) arising out of or in connection with these Terms or the services, even if advised of the possibility of such damages.
10.2. Maximum Liability: To the maximum extent permitted by law, AI Native's total aggregate liability to you for any and all claims arising out of or in connection with these Terms or the services (including any Specialised Project), whether in contract, tort (including negligence), or otherwise, will not exceed:
(a) for monthly subscription services (AI Native Programme, AI & Automation Platform), the total fees paid by you to AI Native for the specific service package giving rise to the claim during the 6 months preceding the event giving rise to the liability; or
(b) for Clarity Sessions and Specialised Projects, the total fees paid by you to AI Native for that specific Clarity Session or the specific Specialised Project giving rise to the claim.
10.3. Consumer Guarantees Act 1993: If you are acquiring our services for business purposes, you agree that the provisions of the Consumer Guarantees Act 1993 do not apply to the supply of services under these Terms.
11. Indemnification
You agree to indemnify, defend, and hold harmless AI Native, its directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:
(a) Your use of the services in a manner not authorised by these Terms or any applicable Specialised Project terms.
(b) Your data, including any claim that your data infringes the intellectual property rights or privacy rights of a third party.
(c) Your breach of any of your obligations, representations, or warranties under these Terms or any applicable Specialised Project terms.
(d) Any actions or decisions you take based on the outputs or recommendations provided as part of the services.
12. Dispute Resolution
12.1. Good Faith Negotiation: The parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the services (including any Specialised Project terms) through good faith negotiations.
12.2. Mediation: If the dispute cannot be resolved through negotiation within 30 days, the parties agree to endeavour to settle the dispute by mediation administered by a mutually agreed-upon mediator in New Zealand before resorting to arbitration or litigation.
12.3. Continued Performance: Unless otherwise agreed in writing, the parties will continue to perform their respective obligations under these Terms (and any Specialised Project terms) while the dispute is being resolved.
13. Governing Law and Jurisdiction
These Terms and any dispute arising out of or in connection with them (including any Specialised Project terms) will be governed by and construed in accordance with the laws of New Zealand. The parties irrevocably submit to the exclusive jurisdiction of the courts of New Zealand.
14. General Provisions
14.1. Entire Agreement: These Terms, together with any specific proposal or Scope of Work document provided by AI Native and accepted by you, constitute the entire agreement between the parties concerning the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral. In the event of any conflict between these Terms and the terms of a Specialised Project, the terms of the Specialised Project will prevail for that specific project only.
14.2. Amendments: No amendment or waiver of any provision of these Terms or any Specialised Project terms will be effective unless in writing and accepted in writing by both parties.
14.3. Severability: If any provision of these Terms (or any Specialised Project terms) is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision will be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if modification is not possible, severed, and the remaining provisions will continue in full force and effect.
14.4. Waiver: No failure or delay by either party in exercising any right under these Terms (or any Specialised Project terms) will constitute a waiver of that right.
14.5. Assignment: You may not assign or transfer any of your rights or obligations under these Terms (or any Specialised Project terms) without our prior written consent. We may assign our rights and obligations under these Terms (and any Specialised Project terms) in connection with a merger, acquisition, or sale of all or substantially all of our assets.
14.6. Notices: All notices and other communications required or permitted under these Terms (or any Specialised Project terms) must be in writing and will be deemed given when delivered personally, sent by registered mail (return receipt requested), or sent by email to the addresses specified by each party (with confirmation of transmission).
14.7. Force Majeure: Neither party will be liable for any failure or delay in performance under these Terms (or any Specialised Project terms) (other than for delay in the payment of money due and payable) to the extent said failures or delays are proximately caused by causes beyond that party's reasonable control and occurring without its fault or negligence, including, without limitation, acts of God, fires, floods, earthquakes, acts of war, terrorism, or government action ("Force Majeure Event"), provided that the non-performing party gives prompt written notice of the Force Majeure Event to the other party and uses commercially reasonable efforts to recommence performance as soon as possible.
14.8. Relationship of Parties: The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
15. Contact Information
If you have any questions about these Terms of Service, please contact us at:
AI Native Limited
By engaging AI Native's services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.