Terms and Conditions
Arcaina Limited Last updated: April 2026
1. About These Terms
These Terms and Conditions ("Terms") govern your use of our website and the purchase of services from Arcaina ("we", "us", "our"), an AI consultancy business operating in New Zealand. By engaging our services or using our website, you agree to be bound by these Terms.
These Terms are governed by the laws of New Zealand, including the Contract and Commercial Law Act 2017, the Consumer Guarantees Act 1993, and the Fair Trading Act 1986.
2. Our Services
We provide AI strategy, implementation, training, and consultancy services to businesses and organisations ("Services"). This may include, but is not limited to:
AI readiness assessments and strategy development
AI tool selection and implementation guidance
Custom AI workflow design and deployment
Staff training and capability building
Ongoing advisory and support engagements
The specific scope, deliverables, timeline, and fees for each engagement will be set out in a separate Statement of Work, proposal, or agreement between us and the client ("Engagement Agreement"). In the event of any conflict between these Terms and an Engagement Agreement, the Engagement Agreement will prevail.
3. Fees and Payment
3.1 Fees are as set out in the relevant Engagement Agreement, proposal, or invoice.
3.2 Invoices are payable within 7 days of the date of invoice, unless otherwise agreed in writing.
3.3 We reserve the right to charge interest on overdue amounts at a rate of 10% per month (compounding) from the due date until payment is received.
3.4 All fees are in New Zealand dollars (NZD) and are exclusive of GST unless stated otherwise. GST will be added where applicable.
3.5 We reserve the right to suspend Services if payment is not received by the due date.
4. Intellectual Property
4.1 Our materials: All intellectual property in our methodologies, frameworks, tools, templates, training materials, and pre-existing works remains our sole property. Nothing in these Terms transfers ownership of our existing intellectual property to you.
4.2 Deliverables: Unless otherwise agreed in writing, upon receipt of full payment, we grant you a non-exclusive, perpetual licence to use any deliverables we create specifically for you as part of an engagement, for your internal business purposes.
4.3 Your materials: You retain ownership of all intellectual property you provide to us. You grant us a limited licence to use your materials solely to the extent necessary to deliver the Services.
4.4 Feedback and improvements: Any general knowledge, skills, or experience we gain in the course of delivering Services may be retained and used by us in future engagements, provided we do not disclose your confidential information.
5. Confidentiality
5.1 Each party agrees to keep confidential all information received from the other party that is identified as confidential or that a reasonable person would consider to be confidential in nature ("Confidential Information").
5.2 Neither party will disclose Confidential Information to third parties without prior written consent, except as required by law or to professional advisers bound by confidentiality obligations.
5.3 These confidentiality obligations survive the termination of any engagement for a period of three (3) years.
6. AI-Specific Disclaimers
6.1 Nature of AI outputs: AI tools and systems can produce outputs that are inaccurate, incomplete, biased, or inappropriate. Any AI-generated content, recommendations, or outputs provided as part of our Services are provided for informational and decision-support purposes only. You are responsible for independently verifying any AI outputs before acting on them.
6.2 No guarantee of outcomes: We do not guarantee any specific business outcomes, performance improvements, cost savings, or results arising from the implementation of AI tools or strategies we recommend or assist with. Results will vary depending on your business context, data quality, and implementation.
6.3 Third-party AI platforms: Where our Services involve the use of third-party AI platforms (such as OpenAI, Anthropic, Microsoft, Google, or others), your use of those platforms is subject to the respective platform's own terms of service and privacy policies. We are not responsible for changes to, or the availability of, those platforms.
6.4 Regulatory compliance: AI regulation is evolving. While we aim to stay current, it is your responsibility to ensure that your use of AI within your business complies with all applicable laws and regulations, including privacy, employment, and sector-specific obligations.
7. Privacy
7.1 We collect, hold, and use personal information in accordance with the New Zealand Privacy Act 2020 and our Privacy Policy, which is available on our website.
7.2 Where we process personal information on your behalf as part of delivering Services, you warrant that you have all necessary consents and authorisations to share that information with us.
7.3 We will not use your personal information for any purpose other than delivering the Services or as required by law.
8. Limitation of Liability
8.1 To the maximum extent permitted by law, our total liability to you in connection with any engagement or these Terms (whether in contract, tort, negligence, or otherwise) is limited to the total fees paid by you to us under the relevant Engagement Agreement in the 12 months preceding the claim.
8.2 We will not be liable for any indirect, consequential, special, or punitive loss or damage, including loss of profits, loss of revenue, loss of data, or loss of business opportunity, even if we have been advised of the possibility of such loss.
8.3 Nothing in these Terms limits liability that cannot be excluded under the Consumer Guarantees Act 1993 or any other applicable legislation. If you are acquiring Services for the purposes of a business (as defined in the Consumer Guarantees Act 1993), you agree that the guarantees and remedies in that Act do not apply to the supply of those Services.
9. Warranties and Representations
9.1 We warrant that we will deliver Services with reasonable care and skill.
9.2 You warrant that: (a) you have authority to enter into and be bound by these Terms; (b) any information you provide to us is accurate and complete to the best of your knowledge; and (c) your use of our Services will comply with all applicable laws.
9.3 Except as expressly set out in these Terms or an Engagement Agreement, all warranties, conditions, and representations (whether express, implied, statutory, or otherwise) are excluded to the fullest extent permitted by law.
10. Termination
10.1 Either party may terminate an engagement by giving 20 business days' written notice to the other party.
10.2 Either party may terminate immediately by written notice if the other party: (a) materially breaches these Terms and fails to remedy that breach within 10 business days of notice; or (b) becomes insolvent, enters liquidation, receivership, or any similar process.
10.3 On termination, you must pay for all Services delivered up to the date of termination. Any pre-paid fees for Services not yet delivered will be refunded on a pro-rata basis, subject to any cancellation provisions in the Engagement Agreement.
11. General
11.1 Entire agreement: These Terms, together with any Engagement Agreement, constitute the entire agreement between the parties and supersede all prior discussions, representations, and agreements.
11.2 Amendments: We may update these Terms from time to time. Updated Terms will be posted on our website with a revised "last updated" date. Continued use of our Services after that date constitutes acceptance of the revised Terms.
11.3 Waiver: A failure to exercise or delay in exercising any right under these Terms does not constitute a waiver of that right.
11.4 Severability: If any provision of these Terms is found to be unenforceable, it will be severed from the remaining Terms, which will continue in full force.
11.5 Disputes: We prefer to resolve disputes informally. If a dispute arises, both parties agree to engage in good-faith negotiation before commencing any formal proceedings. These Terms are governed by and construed in accordance with the laws of New Zealand, and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.
11.6 GST: References to GST mean Goods and Services Tax as defined in the Goods and Services Tax Act 1985 (NZ).
12. Contact
For any questions regarding these Terms, please contact us at:
Arcaina, Nelson, New Zealand Email: info@arcaina.com Website: www.arcaina.com
These Terms and Conditions were last reviewed in April 2026. We recommend you seek independent legal advice if you have any questions about their application to your specific circumstances.