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.

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..

Pricing, inclusions, and minimum terms for each package are set out in your engagement letter or proposal. Where your engagement letter differs from these terms, the engagement letter takes 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 AI platform access is provided as part of the engagement, per-user costs are billed separately as outlined in your engagement letter.

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

5. Intellectual Property

What we own (Consultant IP)

AI Native retains ownership of its pre-existing intellectual property, including platforms, frameworks, methodologies, reusable code, templates, and general-purpose tools. These are the things we bring to the table and use across our work.

What you own (Your Deliverables)

All bespoke outputs, data, content, configurations, prompts, and workflows created specifically for you belong to you. Your data is always yours, throughout and after the engagement.

Your licence to use our tools

Where our tools or IP are incorporated into your deliverables, we grant you a perpetual, non-exclusive, royalty-free licence to use them for your internal business purposes. This licence does not permit you to modify, reverse-engineer, sublicence, resell, or redistribute our IP.

Our ability to keep developing

We may continue to use and develop our own IP for other clients and purposes, provided we don't disclose your confidential information in doing so. General knowledge, skills, and experience gained during the engagement remain ours to use.

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 our deliverables internally as needed for your business. We may use fully anonymised and aggregated 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 data will not be used to train any general or reusable AI models. It will not be used to improve systems for other clients. All AI platforms we use are on API or enterprise tiers that explicitly exclude training on inputs and outputs.

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

Where your engagement includes access to the AI Native Platform:

• You will receive a private workspace for your organisation
• Content you create on the platform (documents, projects, governance records, prompts) belongs to you
• The platform itself is our IP and is licensed to you under the terms in Section 5
• If you leave the programme, we can export your content for you at no charge
• Continued platform access after the engagement ends is available at a reduced standalone rate, as detailed in your engagement letter
• We aim for reasonable uptime but do not guarantee uninterrupted availability. We will notify you of planned maintenance where possible

9. Term and Termination

How long engagements last

• AI Native Programme: Minimum term as set out in your engagement letter (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 return or export all your data and deliverables within 30 days. Company data will be deleted from our active systems within 30 days. Incidental references in automated backups and log archives will be purged through ordinary retention cycles, not exceeding 90 days. We will confirm deletion in writing if requested. No copies will be retained unless legally required.

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 fees paid during the 6 months prior to the claim for subscription services, or to the total project fees for one-time services. 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 your engagement letter 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.