Terms of Trade

By engaging Pacific Flow AI Limited ("we", "us", "our") for services, you ("the Client") agree to be bound by these Terms of Trade. These terms apply to all services provided including AI consulting, implementation, and ongoing retainer arrangements.

These terms should be read in conjunction with any specific Statement of Work (SOW) or proposal provided for your project. In case of conflict, the SOW takes precedence.

Pacific Flow AI provides AI automation consulting, strategy, implementation, and ongoing support services. The specific deliverables, timelines, and pricing for each engagement are detailed in the relevant proposal or SOW.

We reserve the right to subcontract portions of work to qualified third parties while remaining responsible for the overall delivery of services.

2.1 Project Scope

All projects are scoped and priced based on the requirements discussed during discovery. Changes to scope require a written change request and may result in additional costs and timeline adjustments.

2.2 Client Responsibilities

The Client agrees to provide timely access to required systems, data, and personnel. Delays caused by the Client may result in project timeline extensions and additional costs.

IMPORTANT: AI systems are tools that augment human decision-making, not replace it.

All AI automation systems we build include appropriate human oversight mechanisms. However, you acknowledge and agree that:

• AI systems may produce errors, inaccuracies, or unexpected outputs
• Final decisions should always involve human review for critical business processes
• The Client is responsible for implementing appropriate review processes for AI-generated outputs
• We do not warrant that AI systems will be error-free or suitable for all use cases

We strongly recommend that the Client maintains human oversight for any AI-assisted process that could result in financial, legal, or reputational consequences if errors occur.

All prices are quoted in New Zealand Dollars (NZD) and are exclusive of GST unless otherwise stated.

• Consulting & Strategy: 50% deposit on engagement, 50% on delivery
• Implementation Projects: 30% deposit, 40% at midpoint, 30% on completion
• Retainer Services: Monthly invoicing in advance, due on the 20th of each month

Invoices are due within 14 days of issue. Overdue accounts may incur interest at 2% per month and result in suspension of services.

4.1 Payment Escalation Process

Where invoices remain unpaid beyond the due date, the following process applies:

• Day 1 overdue: Automated payment reminder sent via email
• Day 7 overdue: Personal follow-up from our accounts team
• Day 14 overdue: Formal written notice advising that service suspension will take effect in 7 days unless payment is received
• Day 21 overdue: Service suspension activated

Where your business relies on automations we host or manage (such as scheduled workflows, API integrations, or monitoring systems), suspension may affect operational continuity. We encourage prompt payment to avoid any disruption to your business operations.

4.2 Usage Fees and Passthrough Costs

Each retainer tier includes a baseline allocation for API calls, hosting resources, and third-party service usage. These baseline thresholds are set transparently upfront based on your business size and expected usage patterns.

• Baseline API and hosting costs are absorbed within your retainer fee
• Usage exceeding the defined threshold is billed as a monthly add-on at cost plus a 15% administration margin
• Monthly usage reports are provided showing consumption against your allocated threshold
• Thresholds can be reviewed and adjusted quarterly if your business needs change

To the maximum extent permitted by New Zealand law:

• Our total liability for any claim arising from our services is limited to the total fees paid by you for the specific service giving rise to the claim
• We are not liable for any indirect, consequential, special, or incidental damages, including but not limited to loss of profits, revenue, data, or business opportunities
• We are not liable for any losses arising from AI system outputs that were not subject to appropriate human review

Nothing in these terms limits our liability for fraud, wilful misconduct, or any liability that cannot be excluded under New Zealand law.

6.1 Managed Infrastructure

Pacific Flow AI builds and hosts your automation infrastructure on your behalf. While the automations are built for your business and serve your operations, the underlying infrastructure, hosting environments, and technical systems remain under our management and control for the duration of your engagement.

This managed approach means you receive the benefits of enterprise-grade infrastructure without the complexity of maintaining it yourself. We handle updates, security patches, monitoring, and optimisation.

6.2 What You Own

Upon full payment, you own all custom business logic, workflow designs, documentation, and training materials created specifically for your project. We retain ownership of any pre-existing tools, frameworks, code libraries, or methodologies used in delivering services.

6.3 Portfolio Use

We may use de-identified examples of work for portfolio and marketing purposes unless explicitly prohibited in the SOW.

Both parties agree to keep confidential any proprietary information shared during the engagement. This obligation survives termination of services and continues for 3 years.

8.1 Notice Periods

Either party may terminate services with 30 days written notice. Upon termination, the Client is responsible for payment of all work completed to date. Retainer services may be cancelled with 14 days notice before the next billing period.

8.2 Minimum Contract Term

Implementation projects that transition to retainer services have a minimum contract term of six (6) months from the date of initial deployment. This term allows both parties to realise the full value of the implementation and ensures adequate time for optimisation and support.

Early termination during the minimum term requires payment of the remaining retainer fees unless otherwise agreed in writing.

8.3 Transition and Transfer Fee

Clients who wish to take ownership of their automation infrastructure and transition away from our managed services may do so after the minimum contract term has been fulfilled. A Transition and Transfer Fee applies, calculated as 30-35% of the total accumulated service value (including implementation and retainer fees paid to date).

This fee covers:

• Complete technical documentation of all systems and workflows
• Two knowledge transfer sessions (up to 4 hours total) with your technical team
• 30 days of post-handover support for questions and troubleshooting
• Migration assistance to your own hosting environment

The exact percentage within the 30-35% range is determined based on the complexity of your systems and will be quoted in advance of any transition.

These Terms of Trade are governed by the laws of New Zealand. Any disputes arising from these terms or our services shall be resolved in the courts of New Zealand, with exclusive jurisdiction in Auckland.

The Consumer Guarantees Act 1993 applies to services provided to consumers. Nothing in these terms limits any rights you may have under that Act.

For questions about these Terms of Trade, contact us at:

Pacific Flow AI Limited
Email: admin@pacificflow.ai