Standard Terms of Engagement

1. These terms

1.1 These terms apply to all work Wyvern Services Limited, trading as Wyvern AI (“Wyvern”, “I”, “me”) does for the client named in the Schedule (“you”).

1.2 The agreement between us is: the Schedule, these terms, and any document the Schedule refers to. If they conflict, the Schedule wins, then these terms.

1.3 Work does not start until you have accepted these terms in writing. An email saying yes is enough. I do not need a signature, but I do need it in writing and before the work begins.

1.4 If we have also signed a confidentiality and data handling agreement, that agreement prevails over these terms on confidentiality, personal information and data handling.

1.5 These terms replace any of your own standard purchase terms unless we have agreed otherwise in writing in the Schedule.

2. What I will do

2.1 I will carry out the scope of work set out in the Schedule with reasonable care and skill, to the standard of a competent professional in the field.

2.2 I do not warrant a particular commercial outcome. I do not guarantee revenue, savings, efficiency gains, or that any figure in a proposal or estimate will be achieved.

2.3 Timeframes are my expectation, not commitments, unless the Schedule expressly makes a date binding.

2.4 I may use subcontractors only with your prior written consent. Where I do, I remain responsible for their work as if it were my own.

3. Changes to scope

3.1 Either of us may propose a change. A change takes effect only when it is recorded in writing and we have both agreed any effect on fees and timing.

3.2 Work you ask for that falls outside the agreed scope is charged at the hourly rate in the Schedule, and I will tell you the expected cost before I start it.

3.3 If I discover something during the work that makes the agreed scope unachievable or unwise, I will tell you promptly and set out the options.

4. What you will do

4.1 You will give me the information, access, decisions and approvals I reasonably need, in reasonable time. Where I am waiting on you, timeframes move.

4.2 You are responsible for the accuracy of the information you give me, and I may rely on it without independently verifying it, unless verifying it is part of the scope.

4.3 You will tell me promptly if you become aware of anything that suggests my work contains an error, so it can be fixed early.

5. Review before use

5.1 Much of my work produces drafts, extracts, analyses or automated output that is prepared for a person at your organisation to review before it is relied on, sent, or given to anyone else.

5.2 You are responsible for that review. Where a deliverable is designed to be checked before use, and it is used without being checked, Wyvern is not liable for what follows.

5.3 Where the work involves your own regulatory obligations, professional advice, or communications with your customers, the responsibility for those obligations stays with you. I am not your adviser on them, and I do not become one by building the system that supports them.

5.4 I will make clear, in the deliverable itself, which outputs are designed to be reviewed before use.

6. How I use AI

6.1 I use AI tools in delivering my work. This clause is your notice of that, and it covers the whole engagement. I do not label individual deliverables.

6.2 I am responsible for everything I deliver, however it was produced.

6.3 I will tell you at the time where:

• 1. a deliverable contains material AI-generated content I have not checked myself; or
• 2. your own regulatory or professional obligations require AI use to be disclosed or recorded.

6.4 Your information is handled according to how it is classified. Where we have signed a confidentiality and data handling agreement, that agreement sets this out in full and prevails. In summary:

• 1. your customers’ personal information is not entered into any general AI service, and technical controls prevent it;
• 2. your business information may be processed in AI environments I operate, with model training disabled and under the same confidentiality obligations as everything else;
• 3. information processed in an AI service you have approved and licensed stays in your environment, on your accounts.

6.5 If you have your own AI policy, tell me and I will work inside it. If it conflicts with these terms, tell me before the work starts.

7. Meeting recordings and notes

7.1 I record meetings so that notes and actions are accurate. I will say so at the start of each recorded meeting.

7.2 Recordings and transcripts are held by me, used only for the engagement, not shared outside Wyvern, and deleted in line with clause 13.

7.3 Tell me at any time if you would rather a meeting was not recorded, and it will not be.

8. Intellectual property

8.1 You own, and continue to own: your data; your customers’ information; your existing materials; and the wording, templates, business rules and processes that describe how your business operates and communicates.

8.2 Wyvern owns, and continues to own: the software, tools, methods, frameworks, code and underlying know-how I use and develop, including improvements, whether made before, during or after the engagement.

8.3 Deliverables produced specifically for you belong to you once I have been paid for them. That includes reports, documents, configurations, prompts and assistant skills built around your business rules.

8.4 Licence to you. Where a deliverable runs on or depends on Wyvern’s software, I grant you a perpetual, non-exclusive, royalty-free licence to use that software for your own internal business purposes. It survives the end of the engagement and needs no further payment. You may not sublicense, resell or distribute it.

8.5 Reuse by Wyvern. I may reuse the general knowledge, methods and software developed during the engagement for other clients, provided I do not use or disclose your confidential information, your customers’ information, anything specific to how you communicate with your customers, or anything identifying you.

8.6 Neither of us may use the other’s name, logo, or the fact or details of this engagement in marketing, a case study or any public statement without the other’s prior written consent.

9. Fees and payment

9.1 Fees are as set out in the Schedule and exclude GST, which is added at the prevailing rate.

9.2 Invoices are payable on the terms in the Schedule. Where none are stated, within 14 days of the invoice date.

9.3 Pre-approved third-party costs incurred for you, such as subscriptions, licences and hosting, are passed through at cost. I will not incur any such cost without telling you first.

9.4 If an invoice is more than 30 days overdue I may suspend work, after giving you seven days’ written notice.

9.5 Costs of my own tools, insurance and general overhead are mine, not yours, and are never charged separately.

10. Confidentiality and personal information

10.1 Each of us will keep the other’s confidential information confidential, use it only for this engagement, and protect it with at least the care each of us applies to our own.

10.2 Where the engagement involves personal information about your customers or staff, I act as your agent under section 11 of the Privacy Act 2020. That information is treated as held by you, and you remain the agency responsible for it.

10.3 I will tell you without delay, and in any event within 24 hours, of becoming aware of any actual or suspected unauthorised access to, loss of, or disclosure of your information, and give you what you reasonably need to assess whether it is a notifiable privacy breach.

10.4 Where the engagement warrants it, we will sign a separate confidentiality and data handling agreement, which sets this out in full and prevails over this clause.

11. My insurance

11.1 Wyvern holds professional indemnity insurance of not less than NZ$1,000,000, together with public liability cover, maintained for the term of the engagement.

11.2 The cover is written for New Zealand territory and jurisdiction. If work or a claim would fall outside New Zealand, tell me before the engagement starts, because it may sit outside the cover.

11.3 A certificate of currency is available on request.

12. Liability

Clauses 12.2 to 12.5 limit what you can recover from Wyvern.

12.1 Nothing in these terms limits liability that cannot lawfully be limited.

12.2 Wyvern is not liable for indirect or consequential loss, including loss of profit, loss of revenue, loss of anticipated savings, loss of business or business opportunity, or loss of goodwill, however it arises.

12.3 Wyvern’s total liability for ordinary claims arising out of this engagement, whether in contract, tort (including negligence), equity or otherwise, is capped at the total Fees paid by you under this engagement.

12.4 Wyvern’s total liability for breach of confidentiality or of its obligations in respect of personal information is capped at NZ$1,000,000, separately from clause 12.3.

12.5 The caps in 12.3 and 12.4 do not apply to liability arising from Wyvern’s fraud, wilful misconduct, or death or personal injury caused by its negligence. That liability is uncapped.

12.6 Wyvern gives indemnities only in respect of intellectual property infringement, death or personal injury, and damage to tangible property. No other indemnity is given.

12.7 Wyvern is not liable for loss caused by your failure to review a deliverable that was designed to be reviewed (clause 5), by inaccurate information you supplied (clause 4.2), or by changes made to the work by you or by a third party after delivery.

12.8 You must bring any claim within 12 months of becoming aware of the circumstances giving rise to it.

12.9 This clause applies to the fullest extent permitted by law. Where you acquire my services for the purposes of a business, the Consumer Guarantees Act 1993 and sections 9, 12A and 13 of the Fair Trading Act 1986 do not apply, and we both agree it is fair and reasonable to contract out of them.

13. Term, termination and what happens to your information

13.1 The engagement runs from the start date until the work is complete, or until ended under this clause.

13.2 Either of us may end the engagement on 30 days’ written notice. Either of us may end it immediately if the other materially breaches these terms and does not fix it within 14 days of being told.

13.3 On ending, you pay for work done and costs committed up to that date. Deliverables already paid for stay yours, and the licence in clause 8.4 survives.

13.4 Your customers’ personal information: within 30 days of the engagement ending, or earlier on your written request, I will delete it or return it, and confirm in writing that I have.

13.5 I keep my own working records for seven years: what I did, what I advised, and the correspondence between us. I need them to answer a claim, and to meet tax record-keeping requirements. They stay confidential and subject to clause 10 for as long as I hold them.

13.6 I may retain copies where the law requires, or in routine backups that are not readily accessible, with the obligations in this agreement continuing to apply to them.

14. If something goes wrong between us

14.1 Talk to Andrew first. Most problems are resolved in a conversation.

14.2 If that does not resolve it, either of us may give written notice of a dispute setting out what it is about. We then meet, in person or by video, within 10 working days.

14.3 If it is still unresolved 20 working days after that notice, we refer it to mediation under the Resolution Institute mediation rules, sharing the mediator’s cost equally, before either of us starts court proceedings.

14.4 Nothing in this clause stops either of us seeking urgent interim relief from a court.

15. General

15.1 Variation. Any change to these terms must be in writing and agreed by both of us.

15.2 Assignment. Neither of us may assign this agreement without the other’s prior written consent.

15.3 Entire agreement. This agreement is our whole understanding on its subject matter and replaces anything said or written earlier, other than an agreement expressly stated to prevail.

15.4 Force majeure. Neither of us is liable for delay or failure caused by something genuinely outside our reasonable control, provided we tell the other promptly.

15.5 Notices. Email to the addresses we normally use for each other is fine.

15.6 Survival. Clauses 8, 10, 12, 13.4, 13.5, 14 and 15 survive the end of this agreement.

15.7 Governing law. New Zealand law governs this agreement, and we submit to the non-exclusive jurisdiction of the New Zealand courts.

15.8 Severability. If part of this agreement is unenforceable, the rest continues.

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