Terms & Conditions

Who You Are Contracting With

Our services are supplied by Kiwi Dynamics, a business operating from New Zealand. Contact details are at the bottom of this page.

These terms apply to businesses. If you are acquiring our services for the purposes of a business, you agree that the New Zealand Consumer Guarantees Act 1993 does not apply, as permitted by section 43(2) of that Act, and that sections 9, 12A and 13 of the Fair Trading Act 1986 do not apply, as permitted by section 5D of that Act. Both of us agree it is fair and reasonable to be bound by this, having had the opportunity to take advice. If you are a consumer rather than a business, nothing in these terms limits rights you have that cannot be excluded by law.

Use Of Our Website

You may use this website for lawful purposes only. You agree not to interfere with its operation, attempt unauthorised access to any part of it or the systems behind it, scrape it at a volume that degrades it for others, or use it to build a competing dataset or model.

The content on this site is provided for general information. It is not professional advice and should not be relied on for any specific decision without talking to us or to your own adviser.

Engagements, Scope And Change

Work is scoped, quoted and agreed in writing before it starts. Each engagement is governed by these terms together with the statement of work we agree with you.

• Scope, deliverables, milestones, timelines and pricing are confirmed in your statement of work.
• Anything not expressly listed as in scope is out of scope.
• Changes to scope are quoted and agreed in writing before we action them. We will not do extra work and surprise you with the bill, and equally we are not obliged to absorb work that was never quoted.
• Estimates of timing are estimates. We commit to the milestones written into your statement of work, and those assume you meet your own obligations below.

What We Need From You

Our ability to deliver on time depends on you, so these are obligations, not requests.

• Give us timely access to the people, systems, accounts and data the work needs.
• Provide accurate information, and tell us promptly when something changes.
• Nominate one person who can make decisions and sign off deliverables.
• Review deliverables within the timeframe in your statement of work. If you do not respond within 10 working days, we may treat a deliverable as accepted so the project can move.
• Hold the rights to any data, content or credentials you give us, and make sure giving them to us does not breach anyone else's rights or your own privacy obligations.

If a delay is caused by you, timelines move accordingly and we may charge for standby time at our standard rates. We will tell you before we do.

AI Systems: What They Do And Do Not Do

This section matters more than any other in these terms, because it describes the actual nature of what we build.

• AI models are probabilistic. They generate likely output, not verified fact. They can be confidently wrong, and no amount of engineering removes that entirely.
• Every system we build is designed so a human can review consequential output before it is acted on. You are responsible for keeping that review in place, and for the decisions your business makes on the back of any output.
• Nothing we build is legal, medical, financial, tax or other professional advice, and it must not be presented to your own customers as if it were.
• We do not guarantee any specific business outcome, revenue figure, ranking, response rate or hours saved. Figures on this website and in our proposals are illustrative of past work, not a promise about yours.
• AI output may not be unique. A model can produce similar output for someone else, and in many jurisdictions purely machine-generated output may not attract copyright protection.
• Third-party models change without our control. A provider can alter, deprecate or restrict a model, change its pricing, or have an outage. We will tell you when this affects your system and quote any migration work needed.

You are responsible for making sure your use of the system complies with the law that applies to your industry and market, including any obligation to disclose to your customers that they are dealing with an AI system.

Third-Party Services

Our work commonly runs on third-party platforms, including model providers, cloud hosting, payment providers and integrations with software you already use. Those services are governed by their own terms, which you are responsible for accepting and complying with.

We are not liable for the acts, omissions, outages, pricing changes, policy changes or discontinuation of any third-party service, and any service levels we agree exclude downtime caused by them.

Fees, Invoicing And Payment

• Fees, the payment schedule and the currency are set out in your statement of work. Prices quoted in New Zealand dollars exclude GST unless stated.
• Invoices are payable within the period stated on the invoice, and by the 20th of the month following invoice date where nothing else is agreed.
• Overdue amounts may attract interest at 1.5% per month, calculated daily, and you are responsible for reasonable costs of recovery, including debt collection and legal costs.
• We may suspend work and access to hosted systems while an invoice is more than 14 days overdue, having given you 7 days written notice. Suspension does not relieve you of the obligation to pay.
• Third-party costs incurred on your behalf, including model usage, hosting and licences, are passed through at cost unless your statement of work says otherwise.
• Deposits and discovery fees are non-refundable once that work has begun, because they pay for time already spent.

Intellectual Property

Ownership of what we build, what we keep, and what you licence is set out in full in our Licensing Agreement, which forms part of these terms.

Confidentiality

Each of us will keep the other's confidential information confidential, use it only for the engagement, and protect it with at least the care we use for our own. This does not apply to information that is public through no fault of the receiver, was already known, is independently developed, or must be disclosed by law.

We may describe the general nature of work we have done for you in our portfolio and marketing, without naming you or disclosing anything confidential, unless you tell us in writing that you would rather we did not.

Warranties And Disclaimers

We warrant that we will perform our services with reasonable care and skill, and that deliverables will materially conform to the statement of work for 30 days after acceptance. If they do not, tell us within that period and we will fix the defect at our cost. That is your sole remedy for a defect, and it is a real one: we fix our mistakes.

Beyond that express warranty, and to the maximum extent permitted by law, our services and deliverables are provided as is. We disclaim all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted or error-free operation, and the accuracy or completeness of any AI-generated output.

For Australian clients, nothing in these terms excludes, restricts or modifies any guarantee, right or remedy under the Australian Consumer Law that cannot be excluded. Where our liability under the Australian Consumer Law can be limited, it is limited, at our option, to resupplying the services or paying the cost of having them resupplied.

Limitation Of Liability

To the maximum extent permitted by law, and except for the carve-outs below:

• Neither party is liable for indirect, consequential, special, incidental or punitive loss, or for loss of profit, revenue, anticipated savings, goodwill, business opportunity, or loss or corruption of data, however it arises and even if the loss was foreseeable.
• Our total aggregate liability arising out of or in connection with the engagement, whether in contract, tort including negligence, equity, statute or otherwise, is capped at the total fees you actually paid us for the services in the six months immediately before the event giving rise to the claim.
• You must bring any claim within 12 months of becoming aware of the circumstances giving rise to it, after which it is barred.

These limits do not apply to your obligation to pay us, to either party's breach of confidentiality, to fraud, or to death or personal injury caused by negligence, or to any liability that cannot be excluded or limited by law.

Both of us accept that this allocation of risk is reflected in the fees, and that we would price the work differently without it.

Indemnity

You will indemnify us against claims, losses and reasonable costs arising from: the data, content, credentials or instructions you give us; your use of a deliverable in a way we did not agree; your breach of a third-party service's terms; your breach of privacy, consumer, spam or industry-specific law; and any claim that material you supplied infringes someone else's rights.

We will indemnify you against a third-party claim that a deliverable we created for you infringes their intellectual property, provided you tell us promptly, let us control the defence, and have not modified the deliverable or used it outside its agreed purpose. This indemnity does not cover open-source or third-party components, AI-generated output, or anything you supplied.

Term, Suspension And Termination

• Either party may terminate an engagement for convenience on 30 days written notice, unless your statement of work says otherwise.
• Either party may terminate immediately if the other materially breaches and does not remedy it within 14 days of written notice, or becomes insolvent.
• On termination you pay for all work performed and all costs committed up to that date, including third-party costs we cannot cancel.
• Recurring support and hosting fees continue until the end of the notice period.
• On request within 30 days of termination we will hand over your data and the deliverables you have paid for in a reasonable format. After 90 days we may delete our copies.
• Sections that by their nature should survive termination do so, including confidentiality, intellectual property, liability, indemnity and payment.

Non-Solicitation

During an engagement and for 12 months after it ends, neither party will solicit or hire the other's personnel who were directly involved in the work, without written consent. If it happens anyway, the hiring party pays a fee equal to 30% of that person's first year salary, which both of us accept is a genuine estimate of the cost of replacing them rather than a penalty.

Events Outside Our Control

Neither party is liable for failure or delay caused by events beyond its reasonable control, including natural disaster, war, civil unrest, epidemic, industrial action, failure of a utility or telecommunications network, cyber attack, government action, or the outage or withdrawal of a third-party platform. Obligations are suspended while the event continues, and either party may terminate if it continues for more than 60 days.

Compliance, Sanctions And Acceptable Use

You confirm that you are not subject to trade sanctions in New Zealand, Australia, the United Kingdom, the European Union or the United States, and that you will not use anything we build in a sanctioned jurisdiction or for a prohibited end use.

You will not use our work to generate unlawful, deceptive, harassing or infringing material, to impersonate a person without disclosure, to make automated decisions with legal or similarly significant effects on individuals without human review, or to send messages that breach the New Zealand Unsolicited Electronic Messages Act 2007, the Australian Spam Act 2003, or equivalent law where your recipients are. We may suspend or terminate immediately for a breach of this section.

Governing Law And Disputes

These terms are governed by the laws of New Zealand, and both parties submit to the non-exclusive jurisdiction of the New Zealand courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before starting proceedings, both parties will attempt in good faith to resolve the dispute, first by direct discussion between decision makers within 10 working days, then by mediation in Auckland administered by the New Zealand Dispute Resolution Centre, with costs shared equally. Nothing in this section prevents either party from seeking urgent interim relief.

General

• These terms, your statement of work and the policies linked from this page are the entire agreement between us, and replace anything discussed beforehand.
• If any part is found unenforceable, the rest continues in force and that part is read down to the minimum extent necessary.
• A failure to enforce a right is not a waiver of it.
• You may not assign your agreement without our written consent, which we will not unreasonably withhold. We may assign to a successor of our business.
• We are independent contractors. Nothing here creates a partnership, joint venture, employment or agency relationship.
• Notices must be in writing and are effective when delivered to the email address each party uses for the engagement.

We may update these terms as our services and the law change. The current version is always on this page. Changes do not apply retrospectively to a statement of work already signed.

Contact Us

Got questions, concerns, or just want to say hi? Reach us at [email protected].