Terms of Service

1. Who We Are

These Terms of Service govern your engagement with AI Native Limited ("AI Native," "we," "us," or "our"), a New Zealand company providing AI transformation services. By engaging our services, you agree to be bound by these terms.

We're a small, hands-on team. When you work with us, you're working directly with the people doing the work. These terms are here to make sure we're both clear on how that relationship works.

When these terms refer to agreed commercial terms, that means any proposal, order form, sign-up flow, statement of work, invoice, email confirmation, verbal agreement, or other arrangement we have agreed with you.

2. What We Do

AI Native provides AI coaching, training, strategy, and build services. Our current offerings include:

• AI Clarity Session — Get a clear AI roadmap for your business in a focused 2-hour workshop. Walk away knowing exactly where to start..
• AI Native Programme — A collaborative partnership for organisations ready to get value from adopting AI. We'll guide your team in building their skills and confidence..
• AI Native Foundry — We work alongside you to design, build, and introduce practical AI solutions tailored to your business..
• AI Accelerator — A weekly programme designed to help busy business owners streamline their work and focus on what truly matters..

Some engagements include access to the AI Native Platform, AI Native modules, client-specific applications, dashboards, integrations, or AI-generated reports. Those products are provided as part of the services unless our agreed commercial terms say otherwise.

Pricing, inclusions, minimum terms, product schedules, and any special rights are set out in our agreed commercial terms. Where the agreed commercial terms differ from these terms, the agreed commercial terms take priority.

3. How We Work Together

What we need from you

• Accurate information relevant to the engagement
• Timely responses and cooperation with our team
• Internal approvals needed for project progression
• Adequate resources for successful delivery
• Compliance with applicable laws regarding AI use and data protection

What you can expect from us

• Direct, honest communication about what's working and what isn't
• Proactive recommendations, not just task execution
• Regular check-ins at a cadence that suits your engagement
• Work product delivered to a professional standard

4. Payment

Monthly fees are due on the first of each month. One-time fees are due before service commencement. All invoices are payable within 14 days. All prices are in New Zealand Dollars and exclude GST unless stated otherwise.

Late payments incur interest at 2% per month on overdue amounts. If an invoice remains unpaid for more than 30 days, we may pause work until the account is brought up to date.

Where platform, module, application, integration, or AI processing access is provided as part of the engagement, those costs are billed as outlined in our agreed commercial terms. This may include workspace fees, per-module fees, per-user fees, usage fees, integration fees, or third-party platform costs.

If an engagement ends or an account is overdue, access to live applications, dashboards, automations, integrations, and AI processing may be suspended. Your rights to export Client Data are set out in Section 9.

We will provide 30 days notice for any changes to recurring fees.

5. Intellectual Property

Your data and content

You own your Client Data and Client Content. This includes information supplied by you or on your behalf, files, records, connected account data, business information, contacts, analytics data, customer data, raw source material, notes, prompts, strategy documents, comments, and manually entered records.

Your data is always yours. We do not claim ownership of your underlying business information.

What we own (AI Native IP)

AI Native retains ownership of its intellectual property, including platforms, applications, modules, code, architecture, prompts, methods, templates, workflows, data schemas, dashboards, automations, integrations, product logic, UI patterns, reusable know-how, and general-purpose tools.

This includes AI Native IP that existed before the engagement and AI Native IP created, adapted, or improved during the engagement, unless our agreed commercial terms expressly assign ownership to you.

Outputs and derived work

Our systems may create outputs from your Client Data or Client Content, including reports, analyses, dashboards, recommendations, summaries, transformed documents, generated content, rankings, scores, alerts, and other materials.

You may use and export agreed outputs created for you for your internal business purposes. Ownership of the underlying systems, reusable methods, data structures, scoring logic, prompts, product logic, and non-confidential generalised improvements remains with AI Native.

Your licence to use our systems and outputs

Where AI Native IP is made available to you or incorporated into outputs, we grant you a non-exclusive, non-transferable licence to use it for your internal business purposes for the term set out in our agreed commercial terms.

Where our agreed commercial terms grant a perpetual licence to specific deliverables or exported outputs, that licence applies to those deliverables or outputs only. It does not give you free ongoing access to live AI Native applications, dashboards, automations, integrations, or hosted services.

Restrictions

You must not copy, modify, reverse-engineer, scrape, replicate, sublicence, resell, rent, share, or make available any AI Native IP, except as expressly permitted in writing. You must not use AI Native IP to build or commission a competing product or service.

Our ability to keep developing

We may continue to use and develop AI Native IP for other clients and purposes, provided we do not disclose your confidential information. General knowledge, skills, experience, product patterns, workflows, and non-confidential learnings gained during the engagement remain ours to use.

We may provide similar services, systems, modules, dashboards, automations, or applications to other clients, including clients in the same or similar industries, unless our agreed commercial terms expressly grant paid exclusivity.

6. Confidentiality

Both parties agree to keep the other's confidential information private. This includes business operations, processes, strategies, customer and financial data, system data, internal documentation, pricing, methodologies, and proprietary processes.

Neither party will disclose the other's confidential information to any third party without prior written consent, except as required by law.

Confidentiality obligations survive for 5 years after termination of the engagement, or indefinitely for information that constitutes a trade secret.

Permitted exceptions

You may share agreed outputs internally as needed for your business. We may use fully anonymised, aggregated, or generalised insights from our work, provided no information can be traced back to you and no commercially sensitive details are revealed.

7. Data, AI, and How We Handle Your Information

AI platforms we use

As part of delivering our services, your data may be processed through trusted third-party platforms. These currently include:

We will notify you before introducing any platform not listed above. We review this list periodically and update it on this page.

No training on your data

Your Client Data and AI inputs or outputs will not be used to train any general or reusable AI models. They will not be shared with other clients or reused as another client's material. All AI platforms we use are on API or enterprise tiers that explicitly exclude training on inputs and outputs.

We may use non-confidential, anonymised, aggregated, or generalised learnings to improve our own systems, templates, workflows, and services, provided your Client Data and Confidential Information are not disclosed.

Security

We implement reasonable technical and organisational security measures, including encryption in transit and at rest where appropriate, access controls and authentication on all platforms, client data siloed from other client environments, and regular review of platform security practices.

No system is perfectly secure. We commit to taking sensible precautions and being transparent if something goes wrong.

Breach notification

If either party becomes aware of any unauthorised access to, or breach of, the other party's data, they will notify the other as soon as reasonably practicable and no later than 72 hours after becoming aware of the incident.

Meeting recordings

We use recording devices in meetings to generate transcripts for internal reference and quality purposes. By engaging our services, you consent to this practice. Recordings and transcripts are treated as confidential information. If you prefer not to be recorded, let us know at the start of any meeting and we will switch off.

8. The AI Native Platform, Applications, and Modules

Where your engagement includes access to the AI Native Platform, an AI Native module, a client-specific application, a dashboard, or an integration:

• You will receive a private workspace for your organisation
• Client Data and Client Content you create or upload remain yours
• The platform, applications, modules, dashboards, automations, integrations, and underlying systems remain AI Native IP and are licensed to you under Section 5
• Access to live systems requires an active subscription, support arrangement, or other paid engagement unless our agreed commercial terms say otherwise
• If you leave the programme, we can export your Client Data and agreed outputs in a reasonable format
• Continued access after the engagement ends may be available as an archive, read-only, or active subscription plan, as detailed in our agreed commercial terms
• We aim for reasonable uptime but do not guarantee uninterrupted availability. We will notify you of planned maintenance where possible

Custom client applications

Some applications are configured heavily around a client's workflows. Unless our agreed commercial terms expressly say otherwise, those applications are still AI Native IP. You receive the right to use them for your internal business purposes while the relevant engagement, hosting, support, or subscription fees are paid.

If we agree to provide a deployable copy of an application, that does not transfer source-code ownership or give you the right to modify, resell, sublicence, white-label, or commercialise the application unless we agree that in writing.

9. Term and Termination

How long engagements last

• AI Native Programme: Minimum term as set out in our agreed commercial terms (typically 3 to 6 months), then renewable. 30 days written notice to terminate after the minimum term.
• AI Accelerator: Monthly. 30 days written notice to terminate.
• Clarity Sessions: One-time engagement. No ongoing commitment.
• Foundry Projects: Duration specified in the project agreement.

Ending early

Either party may terminate immediately if the other party commits a material breach that remains unresolved 14 days after written notice, or immediately upon the other party's insolvency.

What happens to your data when we part ways

On termination or at your request, we will provide an export of your Client Data and agreed outputs in a reasonable format within 30 days, unless a different period is set out in our agreed commercial terms.

Basic export of Client Data is included. Migration support, custom export formats, historical backfills, report archive generation, third-party platform migration, or handover workshops may be charged separately.

Ongoing access to applications, dashboards, modules, automations, integrations, AI processing, and hosted services requires an active subscription or other paid arrangement. Ending an engagement does not transfer ownership of AI Native IP.

We may retain copies of information where required for legal, audit, security, backup, billing, dispute resolution, or legitimate business purposes. We may also retain non-confidential, anonymised, aggregated, or generalised learnings and system improvements. Backup and log archives are purged through ordinary retention cycles.

10. Liability

Setting expectations

AI is a powerful tool, but outcomes depend on many factors: your team's engagement, data quality, market conditions, and how consistently the work is applied. We don't guarantee specific results or return on investment.

AI augments human decision-making. It does not replace professional judgement. We will always recommend you verify important outputs and decisions.

Our liability cap

AI Native's total aggregate liability under these terms is limited to the subscription fees paid to us for the affected services during the six months prior to the claim. This cap does not apply to liability arising from fraud, wilful misconduct, or breaches of confidentiality.

What we're not responsible for

• Issues arising from third-party services or platforms outside our control
• Losses caused by your failure to implement our recommendations
• Losses arising from inaccurate or incomplete information provided by you
• Indirect or consequential losses

11. Subcontractors

We will not share your data with subcontractors or third parties beyond the platforms listed in Section 7 unless we obtain your prior written approval, or those parties are bound by equivalent confidentiality and data obligations.

12. Force Majeure

Neither party is liable for delays or failures caused by events outside their reasonable control, including natural disasters, pandemics, government actions, internet outages, or cyberattacks. The affected party must notify the other promptly and take reasonable steps to mitigate the impact.

13. Dispute Resolution

We'd always rather sort things out over a conversation than through lawyers. If a dispute arises:

• Talk first. Both parties commit to good faith discussion for 30 days.
• Mediate if needed. If we can't resolve it directly, we'll engage a mediator.
• Court as a last resort. All disputes are governed by New Zealand law and subject to the jurisdiction of New Zealand courts.

14. General Provisions

• These terms, together with our agreed commercial terms and any referenced schedules, constitute the entire agreement between us.
• Amendments to these terms require written consent from both parties. We may update these terms from time to time and will notify active clients of material changes with at least 30 days notice.
• You may not assign your rights under this agreement without our permission. We may assign our rights in the event of a merger or acquisition.
• This engagement creates an independent contractor relationship. No partnership, joint venture, or employment relationship is formed.
• If any provision of these terms is found to be unenforceable, the remaining provisions continue in full force.

15. Privacy

We handle personal information in accordance with the New Zealand Privacy Act 2020. Please refer to our Privacy Policy for full details on how we collect, use, store, and protect personal information.

Questions about these terms? Contact us at directors@ainative.nz.