Tim Mudford ← Back to the site

AI Services Terms

Tim Mudford Consulting Limited · Version 1.0 · Effective 19 August 2026

Supplier
Tim Mudford Consulting Limited
NZ company number
9453080
NZBN
9429053901118
Incorporated
19 August 2026, New Zealand
Contact
tim@mudford.me
Published at
tim.mudford.me/ai-terms.html
Governing law
New Zealand

These Terms govern consulting work supplied by Tim Mudford Consulting Limited where AI is used to create or deliver it — which is all of it. They are published here so that a quote issued today can point to the version in force today. Dated versions are kept.

Plain-English summary

This summary is not part of the Agreement and does not change it. It is here so you know what you are agreeing to before you agree to it. Clause numbers point to the operative terms.

Agreement

These AI Services Terms (Terms) govern the supply of services by Tim Mudford Consulting Limited (Supplier, I, me or my) to the client identified in a Quote (Client, you or your). The Supplier and the Client are each a party.

Part AAcceptance and application

1.Acceptance

1.1 These Terms form a binding agreement between you and me (Agreement) on the earliest of the following:

  1. you sign, countersign or give written approval of a Quote;
  2. you accept a Quote by email or other written communication;
  3. you pay a deposit, invoice or any part of the fees under a Quote;
  4. you instruct me to begin work, or you accept the benefit of work I have begun at your request; or
  5. you sign or accept these Terms directly.

1.2 Each Quote incorporates these Terms by reference, and these Terms are hereby incorporated into every Quote as if fully set out in it. Every Quote will identify these Terms, state where they can be read in full, and state that accepting the Quote means accepting them.

1.3 By accepting, you confirm that you have had a reasonable opportunity to read these Terms, to ask questions about them, and to take independent legal advice on them. You do not have to accept them; you may decline and no engagement will arise.

1.4 If you have not read these Terms before accepting a Quote, that does not affect their application, provided the Quote gave you clear notice of them and told you where to find them.

2.Application, precedence and changes

2.1 These Terms apply to all services I supply to you, including any AI Systems, AI-assisted work, Deliverables, advice, support and maintenance, unless a separate signed agreement between us says otherwise.

2.2 Where documents conflict, the order of precedence is:

  1. a written agreement signed by both parties that expressly overrides these Terms;
  2. the Quote or statement of work for the relevant engagement;
  3. these Terms;
  4. any other document.

2.3 A Quote may vary these Terms only where it says so expressly and identifies the clause it varies. General or boilerplate language in a Quote does not override these Terms.

2.4 I may change these Terms from time to time by publishing an updated version. A change applies only to engagements accepted after the change takes effect. It does not apply retrospectively to work already accepted or in progress. The version in force is the version published at the date you accept the relevant Quote.

2.5 Your standard purchase terms, vendor terms or portal terms do not apply and are expressly excluded, even if referenced in a purchase order or accepted by me for administrative purposes.

3.You are acquiring these services in trade

3.1 You represent and warrant that you are acquiring the services for the purposes of a business, and that both parties are in trade within the meaning of the Fair Trading Act 1986 and the Consumer Guarantees Act 1993.

3.2 Clauses 18 and 19 (contracting out of the Consumer Guarantees Act and the Fair Trading Act) apply only where the representation in clause 3.1 is correct. If you acquire the services other than in trade, those clauses do not apply to you and your non-excludable statutory rights are unaffected. The rest of this Agreement continues to apply to the extent permitted by law.

3.3 If you become aware that clause 3.1 is or has become incorrect, you must tell me in writing immediately.

Part BHow AI is used in these services

4.Definitions

In this Agreement:

5.Disclosure of AI use

5.1 I use AI in creating and delivering these services. This is disclosed to you plainly and in advance because AI use materially affects the nature of what you receive.

5.2 AI may be used across research, analysis, drafting, code generation, review, testing, data processing, content production and the operation of AI products built for you. Deliverables may contain, or be derived from, AI-generated material.

5.3 Schedule 1 lists the Third-Party AI Providers I use, what I use them for, where data is processed, and whether Client Data may be used to train their models. I will update Schedule 1 as my toolset changes, and will tell you before introducing a Third-Party AI Provider that processes your Personal Information in a materially different way.

5.4 If you require me not to use AI for any part of an engagement, or not to use a particular provider, tell me in writing before the engagement begins. I will tell you whether that is feasible and what it does to scope, timeframes and fees. Absent such a notice, you consent to AI use as described in this Part.

Part CThe nature and limitations of AI

6.Read this Part carefully

This Part is the heart of this Agreement. It describes what AI can and cannot do, and it is the basis on which risk is allocated in Parts D, E and F. It is written in deliberately direct language so there is no doubt about what you are accepting.

7.AI makes mistakes

7.1 AI systems are probabilistic, not deterministic. They predict plausible output. They do not know, verify or understand anything. Output may be inaccurate, incomplete, out of date, misleading, biased, or entirely fabricated, and may be presented in confident, fluent and authoritative language that gives no indication that it is wrong.

7.2 In particular, and without limiting clause 7.1, you acknowledge that:

  1. Hallucination. AI Systems can invent facts, citations, quotations, statutes, case law, sources, URLs, data points, product features and technical APIs that do not exist. This is a known characteristic of the technology, occurring even in current, well-configured, state-of-the-art systems.
  2. Non-determinism. The same Input can produce different Output on different occasions. Output is not reproducible and cannot be guaranteed to be consistent.
  3. Training data limits. Output reflects the data a model was trained on, including its gaps, errors, cultural assumptions and historical biases, and may not reflect current facts, law, prices, standards or events.
  4. Bias. Output may reflect or amplify bias, including bias on grounds prohibited by the Human Rights Act 1993 or equivalent overseas law.
  5. Similar output to others. Output supplied to you may be similar or identical to Output generated for other users, including your competitors. Output is not unique to you and I cannot make it so.
  6. No guarantee of originality or non-infringement. Output may resemble existing third-party material. I do not and cannot verify that Output is free of third-party rights.
  7. Prompt sensitivity. Small differences in wording, context or ordering can materially change Output quality and content.
  8. Silent degradation. Third-Party AI Provider models are updated, retrained, deprecated and reconfigured without notice, and performance may change without any change on my side.
  9. No state of the art fixes this. No prompting technique, guardrail, evaluation harness, retrieval system or review process I can apply eliminates these limitations. They can be reduced. They cannot be removed.

8.No warranty as to Output

8.1 Output is provided “as is”. I give no warranty, guarantee, condition or representation, express or implied, that any Output is accurate, complete, current, reliable, original, non-infringing, free from bias, error-free, fit for any particular purpose, or suitable for any decision you may make.

8.2 Output is not verified, endorsed, fact-checked or guaranteed by me unless a Quote expressly says that a specific Deliverable has been independently verified, and states the scope of that verification.

8.3 Where a Deliverable is expressly stated to have been verified by me, that verification is limited to the scope stated and to the exercise of reasonable skill and care under clause 16. It is not a warranty of accuracy.

9.Your obligation to review Output — human in the loop

9.1 You must independently review, verify and validate all Output before relying on it, publishing it, distributing it, incorporating it into your products or services, providing it to any third party, or making any decision based on it. This obligation is fundamental to this Agreement and is a condition of the fees charged.

9.2 Review must be carried out by a person on your side with the competence, qualifications and authority appropriate to the subject matter and to the consequences of the Output being wrong. You must nominate a person responsible for this review on request.

9.3 You must not use Output as the sole or determinative basis for any decision that has a legal, financial, safety, health, employment, credit, insurance, educational, housing or similarly significant effect on any person. Any such decision must be made by a competent human being who has independently considered the matter and who has authority to reach a different conclusion from the Output.

9.4 You must not represent to any third party that Output has been verified by me, unless clause 8.3 applies and you accurately describe the scope of that verification.

9.5 Where a Deliverable is an AI System you will operate yourself, you are responsible for the review, monitoring, evaluation, escalation and human oversight arrangements that apply to its use after handover, unless a Quote expressly places that responsibility with me.

10.Not professional advice

10.1 Nothing I supply, and no Output, constitutes legal, financial, investment, tax, accounting, medical, clinical, psychological, engineering, architectural, safety-critical or other regulated professional advice, and is not a substitute for advice from a qualified professional.

10.2 I am not licensed, registered or qualified to provide advice in any regulated profession, and I do not hold myself out as being so. You must obtain your own professional advice before acting on anything I supply in a regulated domain.

10.3 If your use of the services falls within a regulated sector, you are solely responsible for compliance with the rules of that sector, including any professional obligation to disclose AI use, to supervise AI output, or to obtain informed consent.

11.Dependence on third parties

11.1 The services depend on Third-Party AI Providers, hosted models, APIs, cloud infrastructure and software I do not own or control.

11.2 I am not liable for, and the services are provided subject to, any of the following occurring at a Third-Party AI Provider or infrastructure provider: outage, latency, rate limiting, capacity restriction, model change, model deprecation or retirement, change in output quality or behaviour, change in terms of service or acceptable use policy, change in pricing, change in data handling, suspension or termination of access, or geographic restriction.

11.3 If a change of the kind described in clause 11.2 materially affects an engagement in progress, I will tell you as soon as reasonably practicable and we will discuss in good faith an adjustment to scope, timeframes or fees. If we cannot agree within 15 working days, either party may terminate the affected engagement under clause 38.3, and you will pay for work performed up to termination.

11.4 Your use of a Deliverable may require you to hold your own account with, and be bound by the terms of, a Third-Party AI Provider. Where that is the case it will be identified in the Quote or Schedule 1, and you are responsible for complying with those terms and paying those costs.

Part DYour responsibilities and indemnity

12.Your responsibilities

12.1 You must:

  1. provide Client Data and instructions that are accurate, complete, current and lawful, and tell me promptly if you become aware that anything you have supplied is not;
  2. hold all rights, licences, consents and authorisations necessary for me to use Client Data as contemplated by this Agreement, including for transmission to Third-Party AI Providers;
  3. carry out the review required by clause 9;
  4. make your own assessment of whether a Deliverable is suitable for your intended use, and test it in your own environment before production use;
  5. comply with all laws applicable to your business and to your use of the services, Deliverables and Output;
  6. obtain any regulatory approval, consent, licence or notification required for your use of an AI System;
  7. maintain your own backups of Client Data and of Deliverables; and
  8. cooperate with me, respond to requests for information and decisions within a reasonable time, and give me access to systems and people reasonably required to perform the services.

12.2 I am not liable for any delay, defect, cost or loss to the extent it is caused by your failure to meet an obligation in clause 12.1, and I may adjust timeframes and fees accordingly.

13.Restrictions on what you may submit

13.1 You must not submit to me or to any AI System, and must not permit an End User to submit:

  1. health information, biometric information, credit information, information about a person’s sexual orientation or sex life, racial or ethnic origin, political opinions, religious beliefs, trade union membership, or criminal convictions;
  2. information about children;
  3. payment card data, bank account credentials, passwords, API keys or other authentication secrets;
  4. material subject to legal professional privilege, a court order, a suppression order, or a statutory secrecy obligation;
  5. third-party confidential information or third-party intellectual property that you do not have the right to disclose to me and to a Third-Party AI Provider;
  6. classified, export-controlled or security-restricted material; or
  7. material that is unlawful, defamatory, harassing, or that would breach a Third-Party AI Provider’s acceptable use policy.

13.2 Clause 13.1 does not apply to a category of information where a Quote or a separate written agreement expressly permits it and sets out the additional controls that will apply. If you need to handle any of these categories, raise it before the engagement begins so the arrangement can be documented properly.

13.3 If you submit material in breach of clause 13.1, I may delete it, suspend the services, or terminate the engagement, and clause 14 applies to any resulting claim.

13.4 You must not use the services, any Deliverable or any Output to develop, train, fine-tune, benchmark or improve a competing AI model or service, or to reverse engineer my Background IP.

14.Your indemnity

14.1 You indemnify me, and my personnel and contractors, against all claims, proceedings, losses, damages, fines, penalties, and reasonable legal costs arising out of or in connection with:

  1. your use of, reliance on, publication of or distribution of any Output or Deliverable;
  2. any decision you make, or fail to make, based on Output;
  3. Client Data, including any claim that it infringes a third party’s rights or that its collection, use or disclosure breached a privacy or data protection law;
  4. your breach of clause 12, 13 or 15;
  5. any claim brought by an End User, your customer, your employee or a regulator in relation to your deployment or operation of an AI System or Deliverable; and
  6. your breach of any law applicable to your use of the services.

14.2 The indemnity in clause 14.1 does not apply to the extent the claim arises from my fraud, wilful misconduct, or breach of clause 16.

14.3 I will notify you promptly of any claim covered by clause 14.1, will not settle it without your consent (not to be unreasonably withheld), and will give you reasonable assistance at your cost.

15.If you deploy AI to your own customers

This clause applies where a Deliverable or AI System is used by, or produces output for, your own customers, employees or the public.

15.1 You are solely responsible to your End Users. There is no contractual relationship between me and your End Users, and nothing in this Agreement is intended to confer a benefit on any End User under the Contract and Commercial Law Act 2017.

15.2 Before deploying, you must:

  1. disclose to End Users that they are interacting with, or receiving content generated by, an AI system, clearly and in advance, unless it is already obvious from the context;
  2. not present AI-generated content as human-generated where that would be misleading;
  3. publish your own terms of use, privacy statement and acceptable use policy covering the AI System;
  4. implement human oversight, escalation to a human, complaint handling and error correction appropriate to the risk;
  5. monitor the AI System in operation for accuracy, bias, misuse and drift, and act on what you find; and
  6. be able to suspend or withdraw the AI System quickly if it malfunctions or causes harm.

15.3 Your consumers keep their statutory rights against you. Under the Consumer Guarantees Act 1993 (New Zealand) and the Australian Consumer Law, the guarantees your own consumer customers have against you cannot be excluded, and nothing in this Agreement excludes them or transfers them to me. You must satisfy yourself that your deployment meets those guarantees.

15.4 You must not represent to any End User, customer or regulator that I am responsible for the AI System’s output, that I have verified it, or that I stand behind it.

15.5 Where required by your regulator, industry code or contract with an End User, you must maintain records of AI use, human review and material decisions. I will provide reasonable assistance with such record-keeping at your cost, if agreed in a Quote.

Part EWarranties, and the exclusion of all others

16.What I do warrant

16.1 I warrant that:

  1. I will perform the services with the reasonable care, skill and diligence to be expected of a competent professional consultant experienced in supplying comparable AI and technology consulting services;
  2. the services will be performed by personnel with appropriate skills and experience;
  3. I will comply with all laws applicable to me in performing the services; and
  4. to the best of my knowledge, my Background IP as supplied by me does not infringe a third party’s intellectual property rights in New Zealand.

16.2 This warranty is about how I do the work. It is not a warranty about what an AI System produces. The distinction is deliberate: I control my own process, and I do not control the behaviour of a probabilistic model.

16.3 If I breach clause 16.1, your sole and exclusive remedy is that I will, at my election, re-perform the affected part of the services, or refund the fees paid for the affected part. To claim under this clause you must notify me in writing, with reasonable detail, within 30 days of becoming aware of the breach, and give me a reasonable opportunity to re-perform.

17.Exclusion of all other warranties

17.1 Except as expressly stated in clause 16, all warranties, guarantees, conditions, terms and representations, whether express or implied, whether by statute, common law, trade usage, course of dealing or otherwise, are excluded to the maximum extent permitted by law. This includes any implied warranty or guarantee of merchantability, acceptable quality, fitness for purpose, accuracy, non-infringement, or uninterrupted or error-free operation.

17.2 I do not warrant that the services or any AI System will be uninterrupted, secure, error-free, or that defects will be corrected, or that any particular commercial, operational or financial result will be achieved.

17.3 Any estimate, forecast, projection, benchmark, evaluation score or performance indicator I provide is an estimate only, based on information available at the time, and is not a warranty or guarantee of any outcome.

18.Contracting out of the Consumer Guarantees Act 1993

18.1 You and I agree that the services and any goods supplied under this Agreement are supplied and acquired in trade.

18.2 The parties agree to contract out of the Consumer Guarantees Act 1993 in full, in reliance on section 43(2) of that Act. The guarantees and remedies in that Act do not apply to this Agreement.

18.3 You acknowledge and agree that:

  1. both parties are in trade;
  2. this Agreement is in writing;
  3. you have had the opportunity to read, consider, negotiate and take legal advice on this clause and on Parts E and F, and you were not required to accept this Agreement without that opportunity;
  4. the allocation of risk in this Agreement, including the fee level, reflects the exclusions in Parts E and F, and the fees would be materially higher if I carried the risk of Output being wrong; and
  5. it is fair and reasonable that the parties be bound by clause 18.2, having regard to the matters in section 43(2A) of that Act.

18.4 This clause does not apply if you acquire the services other than in trade (see clause 3.2).

19.Contracting out of the Fair Trading Act 1986

19.1 In reliance on section 5D of the Fair Trading Act 1986, the parties agree that sections 9, 12A, 13 and 14(1) of that Act do not apply to this Agreement or to any communication between the parties relating to it.

19.2 You acknowledge and agree that:

  1. the services are supplied and acquired in trade;
  2. both parties are in trade;
  3. this Agreement is in writing; and
  4. it is fair and reasonable that the parties be bound by clause 19.1, having regard to the parties’ respective bargaining positions, your opportunity to take advice, and the disclosure of AI limitations made to you in Part C before you accepted.

19.3 This clause does not limit any right you have in respect of my fraud or wilful misconduct.

19.4 This clause does not apply if you acquire the services other than in trade (see clause 3.2).

Part FLimitation of liability

20.Exclusion of indirect and consequential loss

20.1 I am not liable to you for any indirect, consequential, special, incidental, punitive or exemplary loss, or for any loss of profit, revenue, savings, anticipated savings, business, contract, opportunity, production, use, goodwill, reputation or data, or for the cost of procuring substitute services, however arising and whether in contract, tort (including negligence), equity, under statute or otherwise, and even if I was advised that such loss was possible.

20.2 The losses in clause 20.1 are excluded whether they are direct or indirect.

21.Cap on liability

21.1 My total aggregate liability to you under or in connection with this Agreement, for all claims combined, whether in contract, tort (including negligence), equity, under statute or otherwise, is limited to the total fees actually paid by you to me under the Quote giving rise to the claim, in the 12 months immediately preceding the event giving rise to the claim.

21.2 If more than one claim arises from the same or a related set of circumstances, they are treated as a single claim arising on the date of the first of them.

21.3 The cap in clause 21.1 is a single aggregate cap. It is not a cap per claim, per event or per year.

21.4 You acknowledge that the cap reflects a deliberate and negotiated allocation of risk between us, that the fees have been set on the basis of it, and that you are better placed than I am to assess and insure the potential consequences of your own use of Output.

22.What is not limited

22.1 Nothing in this Agreement limits or excludes liability for:

  1. fraud or fraudulent misrepresentation;
  2. wilful misconduct;
  3. death or personal injury caused by negligence;
  4. a party’s obligation to pay fees properly due; or
  5. any liability that cannot lawfully be limited or excluded.

22.2 Clause 22.1 is included because a limitation that left no remedy in these circumstances would be neither fair nor enforceable. Its presence does not weaken the remainder of Parts E and F, which apply to everything else.

23.Time limit on claims

23.1 You must bring any claim under or in connection with this Agreement within 12 months of the date on which you first became aware, or ought reasonably to have become aware, of the circumstances giving rise to it. A claim brought after that period is barred.

24.Reduction for your own conduct

24.1 My liability is reduced proportionately to the extent that any loss is caused or contributed to by:

  1. your failure to carry out the review required by clause 9;
  2. your breach of clause 12, 13 or 15;
  3. your use of a Deliverable or Output for a purpose other than that stated in the Quote, or in an environment or configuration not agreed with me;
  4. modification of a Deliverable by you or a third party;
  5. your continued use of a Deliverable after I have notified you of a defect or advised you to stop; or
  6. your failure to mitigate loss.

24.2 Where you have not carried out the review required by clause 9, and that review would have identified the error, I have no liability for loss arising from that error. This is the practical consequence of the human-in-the-loop obligation: the review is the control, and you hold it.

Part GIntellectual property

25.Deliverables

25.1 On receipt of full payment of all fees due under the relevant Quote, I assign to you all intellectual property rights I own in the Deliverables produced specifically for you under that Quote.

25.2 Until full payment is received, I retain all rights in the Deliverables, and you have no licence to use them other than for internal review and evaluation.

25.3 The assignment in clause 25.1 does not extend to Background IP, to Third-Party AI Provider materials, or to open source or third-party components, which are dealt with in clauses 26 and 27.

26.My Background IP

26.1 I retain all rights in my Background IP. Nothing in this Agreement transfers Background IP to you.

26.2 Where a Deliverable incorporates Background IP, I grant you a perpetual, worldwide, non-exclusive, royalty-free, non-transferable licence to use, reproduce and modify that Background IP solely as embedded in and as necessary to use the Deliverable for your internal business purposes. You may sublicense to your End Users only to the extent necessary for them to use the Deliverable as intended, and only on terms no less protective than this Agreement.

26.3 I may continue to develop, use, license and commercialise my Background IP, including for other clients and competitors, without restriction and without any obligation to you.

26.4 I may use the general skills, knowledge, experience, techniques and know-how gained in performing the services, provided I do not disclose your Confidential Information or Client Data.

27.AI Output and intellectual property — read this before you rely on owning it

27.1 Copyright in AI-generated material is unsettled and differs by country. You acknowledge that:

  1. in New Zealand, section 5(2)(a) of the Copyright Act 1994 provides that the author of a computer-generated literary, dramatic, musical or artistic work is the person by whom the arrangements necessary for its creation are undertaken — so purely AI-generated material may attract copyright here, though how this applies to modern generative AI has not been tested in the New Zealand courts;
  2. in the United States, the Copyright Office requires human authorship, and material generated purely by AI is not registrable or protectable; prompting alone, however detailed, does not create authorship;
  3. in Australia and much of the European Union, the position is similar to the United States and purely computer-generated works are generally not protected; and
  4. consequently, some or all of a Deliverable may not be protected by copyright in some or all jurisdictions, and may be freely usable by others including your competitors.

27.2 To the extent copyright or other rights do subsist in Output produced for you, clause 25.1 assigns to you whatever rights I hold in it, subject to clause 25.2. I do not warrant that any such rights exist, that they are enforceable, or that they are exclusive to you.

27.3 I give no warranty and no indemnity that any Output or Deliverable is original, is free of third-party intellectual property rights, or does not infringe. You are responsible for clearing rights before commercial use, publication or registration.

27.4 If a Third-Party AI Provider offers an output indemnity that covers your use, I will pass through the benefit of it to the extent I am permitted to do so. Schedule 1 notes where such an indemnity is available. Any such indemnity is given by that provider, not by me, and is subject to that provider’s conditions, which typically require that filters and safety features have not been disabled.

27.5 Where you intend to register a copyright, trade mark, design or patent covering a Deliverable, tell me first. You may need to disclose AI-generated content in the application, and failing to do so can invalidate a registration.

27.6 Open source components in a Deliverable are licensed under their own terms, which I will identify on request. You are responsible for complying with them.

28.Anonymised learnings

28.1 I may collect and use aggregated, de-identified and anonymised technical data about the performance of AI Systems (such as latency, error rates, token usage and evaluation scores) to improve my services, provided it does not identify you, does not contain Client Data, and does not contain Confidential Information.

Part HConfidentiality, data and privacy

29.Confidentiality

29.1 Confidential Information means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential, including Client Data, my Background IP, and the terms of any Quote.

29.2 Each party must keep the other’s Confidential Information confidential, use it only for the purposes of this Agreement, and disclose it only to personnel, contractors and advisers who need it and who are bound by equivalent obligations.

29.3 Confidentiality obligations do not apply to information that is public through no breach of this Agreement, was already known without obligation, is independently developed, or is required to be disclosed by law, court order or regulator (in which case the disclosing party will give notice where lawful).

29.4 Disclosure to AI providers. You acknowledge and agree that Client Data and Confidential Information you supply may be transmitted to and processed by Third-Party AI Providers as described in Schedule 1, and that this is not a breach of clause 29.2. If you do not want particular information transmitted to a Third-Party AI Provider, do not supply it to me, or tell me in writing before you do.

29.5 Confidentiality obligations survive termination for five years, and indefinitely for trade secrets and Personal Information.

30.Privacy Act 2020

30.1 Where Client Data contains Personal Information, you remain the agency responsible for it under the Privacy Act 2020, and I act on your instructions in relation to it.

30.2 You warrant that:

  1. you collected the Personal Information lawfully and in accordance with information privacy principles 1 to 4;
  2. the individuals concerned were told, or would reasonably expect, that their information may be disclosed to a service provider and processed using AI tools, including tools located overseas;
  3. you are authorised to disclose it to me and to Third-Party AI Providers; and
  4. doing so does not breach the Privacy Act 2020 or any equivalent overseas law that applies to you.

30.3 Cross-border disclosure (IPP 12). You expressly acknowledge and authorise that Personal Information you supply will be disclosed to Third-Party AI Providers located outside New Zealand, in the countries identified in Schedule 1. You are responsible for satisfying yourself, as the disclosing agency under information privacy principle 12, that this disclosure is permitted — including by relying on the provider’s contractual protections, its comparable-safeguards status, or the individual’s authorisation. I will provide the information in Schedule 1 and any provider terms you reasonably need to make that assessment.

30.4 I will not use Personal Information contained in Client Data for any purpose other than performing the services.

30.5 No training on Client Data. I will not knowingly permit Client Data to be used to train, fine-tune or improve any Third-Party AI Provider’s general-purpose models. I use enterprise, business or API tiers that exclude training by default where such a tier is available. Schedule 1 records the position for each provider. I cannot control a Third-Party AI Provider’s actual conduct, and I do not warrant that no such use will occur.

30.6 Security. I will maintain reasonable technical and organisational security measures appropriate to the sensitivity of Client Data, including access controls, encryption in transit, and restricting access to personnel who need it. I do not warrant that security will not be breached.

30.7 Breach notification. If I become aware of a privacy breach affecting Client Data, I will notify you without undue delay and cooperate reasonably with your assessment of whether it is a notifiable privacy breach under Part 6 of the Privacy Act 2020. You are responsible for notifying the Privacy Commissioner and affected individuals where the breach concerns Personal Information for which you are the agency.

30.8 Access and correction requests. If I receive a request from an individual to access or correct Personal Information you supplied, I will refer it to you promptly and assist you to respond at your cost.

31.Retention and deletion

31.1 I will retain Client Data only as long as needed for the engagement, for my legitimate business records, or as required by law.

31.2 On written request after termination, I will delete or return Client Data in my possession within 30 days, except for copies in routine backups (deleted on their normal cycle) and copies I must retain by law.

31.3 Limits on deletion. You acknowledge that Inputs transmitted to a Third-Party AI Provider may persist in that provider’s systems, logs, abuse-monitoring records or backups for a period set by that provider, and that I cannot guarantee deletion of data from a Third-Party AI Provider’s systems. Schedule 1 records each provider’s stated retention position.

Part IClients outside New Zealand

32.Application

32.1 This Agreement is governed by New Zealand law (clause 42). This Part deals with mandatory laws that may apply to you regardless of that choice. Nothing in this Part gives you rights you would not otherwise have.

33.Australian clients

33.1 Where the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) applies to a supply under this Agreement, certain consumer guarantees cannot be excluded, restricted or modified, and nothing in this Agreement purports to do so. Parts E and F apply only to the extent the law permits.

33.2 You may be treated as a “consumer” under the Australian Consumer Law even though you are a business, including where the supply is valued at AU$100,000 or less.

33.3 To the maximum extent permitted by section 64A of the Australian Consumer Law, where the services are not of a kind ordinarily acquired for personal, domestic or household use or consumption, my liability for breach of a non-excludable consumer guarantee is limited, at my election, to supplying the services again or paying the cost of having them supplied again.

33.4 You acknowledge that it is fair and reasonable for me to rely on clause 33.3, having regard to the parties’ relative bargaining positions, your opportunity to acquire comparable services elsewhere, the disclosure made in Part C, and the fact that fees were set on the basis of that limitation.

34.United States clients

34.1 I make no representation that the services, any AI System or any Deliverable comply with United States federal, state or local law. Compliance with the law applicable to your own use is your responsibility.

34.2 Without limiting clause 34.1, you are responsible for your own compliance with laws including the Colorado Artificial Intelligence Act (SB 24-205, in force 30 June 2026), the California AI Transparency Act (SB 942, in force 2 August 2026), the Texas Responsible Artificial Intelligence Governance Act (in force 1 January 2026), state AI disclosure and automated-decision rules, sector regulation (including HIPAA, GLBA, FCRA and state insurance and employment law), and state privacy statutes.

34.3 If your use of a Deliverable would make it a “high-risk AI system” or subject it to impact assessment, disclosure, appeal or consumer-notice obligations in any US jurisdiction, you must tell me before the engagement begins so the scope can account for it. Absent that notice, the services are not designed or documented for those obligations.

34.4 You acknowledge that I am a New Zealand company with no US establishment, and that clause 42 (governing law and jurisdiction) applies.

35.New Zealand regulatory context

35.1 For your information, and without warranty: New Zealand has no dedicated AI statute. AI is regulated through existing technology-neutral law, including the Privacy Act 2020, the Fair Trading Act 1986, the Human Rights Act 1993 and the Consumer Guarantees Act 1993. The Government’s National AI Strategy (July 2025) confirms a light-touch, principles-based approach, and MBIE’s Responsible AI Guidance for Businesses is voluntary.

35.2 I have regard to the Office of the Privacy Commissioner’s guidance on AI and the information privacy principles, and to MBIE’s Responsible AI Guidance for Businesses, in how I work. This is a statement of practice, not a warranty of compliance, and it does not extend to your obligations under any law or regulatory regime applicable to you.

Part JCommercial and general terms

36.Fees and payment

36.1 Fees are as set out in the Quote. Unless stated otherwise, fees exclude GST and disbursements, and are quoted in New Zealand dollars.

36.2 Invoices are payable within 14 days of the invoice date, without set-off or deduction.

36.3 Overdue amounts accrue interest at 2% per month or part month, and you must reimburse reasonable costs of recovery, including debt collection and legal costs.

36.4 I may suspend the services and withhold Deliverables while any amount is overdue, on 5 working days’ written notice.

36.5 Third-party costs (including Third-Party AI Provider usage fees, API charges, hosting and licences) are payable by you unless a Quote says they are included. Where such costs are estimated, they are estimates only — AI usage costs vary with actual consumption.

36.6 Fees for engagements longer than 12 months may be adjusted annually on 30 days’ notice.

37.Term

37.1 This Agreement starts on acceptance under clause 1.1 and continues until the engagement is completed or terminated.

38.Termination

38.1 Either party may terminate an engagement for convenience on 20 working days’ written notice.

38.2 Either party may terminate immediately on written notice if the other materially breaches this Agreement and fails to remedy it within 10 working days of notice, or becomes insolvent, is placed in liquidation, receivership or voluntary administration, or ceases to carry on business.

38.3 Either party may terminate an affected engagement under clause 11.3.

38.4 I may terminate immediately if you breach clause 13 (restrictions on inputs) or clause 13.4 (competing use).

38.5 On termination: you must pay for all services performed and costs committed up to termination; each party must return or delete the other’s Confidential Information on request; and clauses 8, 9, 10, 13.4, 14, 17–24, 25–31, 33, 34, 40, 41 and 42 survive.

39.Force majeure

39.1 Neither party is liable for failure or delay caused by an event beyond its reasonable control, including natural disaster, epidemic, war, civil unrest, cyber attack, industrial action, failure of telecommunications or power, government action, and failure, suspension, outage, restriction or discontinuation of a Third-Party AI Provider or cloud infrastructure provider.

39.2 If the event continues for more than 30 days, either party may terminate the affected engagement on written notice.

40.Non-solicitation

40.1 During the engagement and for 6 months after, neither party will solicit for employment or engagement any person materially involved in the services on the other side, without written consent. This does not prevent responses to general public advertising.

41.General

41.1 Independent contractor. I am an independent contractor. Nothing creates a partnership, joint venture, employment or agency relationship.

41.2 Subcontracting. I may subcontract, and use Third-Party AI Providers, without your consent. I remain responsible to you for the services performed by my subcontractors, subject to Parts E and F.

41.3 Assignment. You may not assign or novate this Agreement without my written consent. I may assign to a successor of my business on notice.

41.4 Entire agreement. This Agreement and the Quote are the entire agreement between us, and supersede all prior discussions, proposals, representations and understandings. Neither party has relied on any representation not set out in this Agreement.

41.5 Severability. If any provision is held invalid, unenforceable or unfair, it is to be read down to the minimum extent necessary to make it valid and enforceable, and if it cannot be, it is severed and the remainder continues in force. In particular, if any part of Part E or Part F is held unenforceable, the remaining parts continue to apply to their full extent.

41.6 No waiver. A failure or delay in exercising a right is not a waiver of it.

41.7 Variation. A variation to this Agreement is effective only if in writing and agreed by both parties, subject to clause 2.4.

41.8 Notices. Notices must be in writing and sent to the email address in the Quote or in the header of this document, and are deemed received on the next working day after sending, unless the sender receives a delivery failure.

41.9 Publicity. I may identify you as a client and describe the general nature of the work, without disclosing Confidential Information, unless you tell me in writing not to.

41.10 Counterparts and electronic signature. This Agreement may be accepted electronically, and electronic acceptance is binding under the Contract and Commercial Law Act 2017.

42.Governing law and disputes

42.1 This Agreement is governed by the laws of New Zealand.

42.2 The parties submit to the non-exclusive jurisdiction of the courts of New Zealand.

42.3 The United Nations Convention on Contracts for the International Sale of Goods does not apply.

42.4 Before starting proceedings, a party with a dispute must give written notice describing it, and the parties must:

  1. have senior representatives meet within 10 working days to try to resolve it in good faith; and
  2. if unresolved after a further 15 working days, refer it to mediation administered by the New Zealand Dispute Resolution Centre (or another mediator agreed between them), with costs shared equally.

42.5 Clause 42.4 does not prevent either party seeking urgent interim relief, or pursuing a debt claim for unpaid fees.

Schedule 1AI tools and providers

This schedule supports the disclosure in clause 5, the confidentiality carve-in at clause 29.4, and your assessment under information privacy principle 12 at clause 30.3.

Current as at the date of your Quote

Provider data-handling terms change often, so the schedule that binds an engagement is the one issued with the Quote for that engagement — it records, for each provider: what it is used for, the country data is processed in, whether Client Data may be used for training, how long inputs are retained, and whether an output indemnity is offered. To see the current schedule before you engage me, ask for it: tim@mudford.me.

In general terms, the work runs on large language model APIs operated by overseas providers, with data processed principally in the United States. I use enterprise, business or API tiers that exclude training on submitted data by default where such a tier is available — subject always to clause 30.5, which is the limit of what I can promise about another company’s conduct. Where a Deliverable requires you to hold your own account with a provider, that is noted in the Quote (clause 11.4).

Contact

Tim Mudford Consulting Limited
NZ company number 9453080 · NZBN 9429053901118
Email: tim@mudford.me
New Zealand

Tim Mudford Consulting Limited — AI Services Terms, version 1.0, effective 19 August 2026. These Terms cover consulting engagements. Use of this website, the AI voice assistant on it, and the SMS workflow is covered by the Terms & Conditions and the Privacy Policy.

© Tim Mudford Terms & Conditions Privacy Policy Home