Terms of Service

2.1 Permitted Use

You may access and use our Website for lawful purposes only. You agree not to use the Website in any way that is unlawful, harmful, fraudulent, or that violates any applicable laws or regulations.

2.2 Availability

We do not guarantee that our Website will be available at all times. We may suspend, withdraw, or restrict access to parts of the Website for business or operational reasons without notice.

2.3 Accuracy

While we endeavour to keep the content on our Website accurate and up to date, we make no warranty that it is complete, accurate, or free from errors. Content is provided for general informational purposes only and does not constitute professional advice.

3.1 Engagement

All services engagements are governed by a Project Agreement entered into between Longcloud AI and the Client. These Terms apply to all engagements unless expressly superseded by a Project Agreement.

3.2 Scope

The scope of services, deliverables, timeline, and fees will be set out in the relevant Project Agreement. Any changes to scope must be agreed in writing by both parties.

3.3 Client Obligations

You agree to provide timely instructions, feedback, approvals, and access to personnel, systems, and information reasonably required for us to deliver the services. Delays caused by your failure to meet these obligations may affect delivery timelines and additional costs may apply.

3.4 Subcontracting

We may engage subcontractors or specialists to assist in delivering services. We remain responsible for the quality of work delivered under any Project Agreement.

3.5 Acceptance

Unless otherwise specified in a Project Agreement, deliverables are deemed accepted if no written objection is received within 10 working days of delivery. Acceptance does not waive any warranty claims arising from latent defects.

4.1 Fees

Fees for services are as specified in the relevant Project Agreement or proposal. All fees are in New Zealand Dollars (NZD) and are exclusive of GST unless stated otherwise.

4.2 Invoicing

Invoices are payable within 20 working days of the invoice date unless otherwise agreed in writing. We may require a deposit or milestone payments as set out in the Project Agreement.

4.3 Late Payment

Overdue amounts may incur interest at the rate of 2% per month (or part thereof) from the due date until payment is received. We reserve the right to suspend services for accounts more than 30 days overdue.

4.4 Expenses

Reasonable out-of-pocket expenses (travel, third-party software licences, infrastructure costs) incurred in delivering services will be invoiced at cost unless a fixed-fee arrangement is in place.

5.1 Background IP

Each party retains ownership of intellectual property it owned prior to, or developed independently of, this engagement (“Background IP”). Nothing in these Terms transfers ownership of Background IP.

5.2 Deliverables

Subject to full payment of all fees, Longcloud AI assigns to the Client all IP Rights in the Deliverables created specifically for the Client under a Project Agreement. This assignment excludes Background IP incorporated into the Deliverables, for which the Client receives a perpetual, royalty-free licence.

5.3 Portfolio Rights

Unless otherwise agreed in writing, Longcloud AI retains the right to reference the existence of the engagement and describe the type of work performed (without disclosing confidential information) in our portfolio, proposals, and marketing materials.

5.4 Website Content

All content on our Website — including text, graphics, logos, and code — is owned by or licensed to Longcloud AI and protected by copyright. You may not reproduce, distribute, or create derivative works from our Website content without our prior written consent.

6.1 Obligations

Each party agrees to keep confidential all non-public information disclosed by the other party in connection with the services (“Confidential Information”), and to use Confidential Information only for the purposes of the engagement.

6.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was already known to the receiving party at the time of disclosure
• Is independently developed by the receiving party without reference to Confidential Information
• Is required to be disclosed by law or regulatory authority

6.3 Duration

Confidentiality obligations survive termination of the engagement for a period of three (3) years, or indefinitely for trade secrets.

6.4 AI Tools

We may use AI-assisted development tools in our workflow. We take reasonable precautions to ensure that confidential client information is not submitted to third-party AI services without your consent. Where required, we can use locally hosted or air-gapped AI tooling.

10.1 Exclusion of Indirect Loss

To the fullest extent permitted by law, Longcloud AI is not liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of data, business interruption, or loss of goodwill, even if advised of the possibility of such damages.

10.2 Cap on Liability

Our total aggregate liability to you in connection with any engagement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by you to Longcloud AI in the 12 months preceding the claim.

10.3 Mandatory Rights

Nothing in these Terms limits or excludes liability for fraud, for death or personal injury caused by negligence, or any other liability that cannot be excluded or limited under applicable law.

10.4 Equitable Relief

Nothing in this section prevents either party from seeking equitable relief (including injunctions) where appropriate.

13.1 Website Access

We may terminate or suspend your access to our Website immediately and without notice if you breach these Terms or if we determine, in our sole discretion, that termination is appropriate.

13.2 Services Engagement

Either party may terminate a Project Agreement for material breach if the breach is not remedied within 15 working days of written notice. Either party may also terminate with 30 days written notice for convenience (subject to payment of all fees incurred to the termination date and any agreed wind-down costs).

13.3 Effect of Termination

On termination: all outstanding fees become immediately due and payable; each party must return or destroy the other party’s Confidential Information (as requested); and any provisions that by their nature should survive termination (including IP, confidentiality, limitation of liability, and payment obligations) will continue in force.

15.1 Governing Law

These Terms and any dispute or claim arising out of or in connection with them are governed by and construed in accordance with the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the New Zealand courts.

15.2 Anti-Bribery

Both parties agree to comply with all applicable anti-bribery and anti-corruption laws and not to offer, give, receive, or solicit anything of value to improperly influence any business decision or action.

15.3 Consumer Rights (International)

If you are a consumer in a jurisdiction that provides additional statutory rights (including Australia under the Australian Consumer Law), nothing in these Terms limits those rights.

15.4 Entire Agreement

These Terms, together with any applicable Project Agreement, constitute the entire agreement between the parties relating to their subject matter and supersede all prior representations, agreements, and understandings.

15.5 Severability

If any provision of these Terms is found to be invalid or unenforceable, it will be severed to the minimum extent necessary, and the remaining provisions will continue in full force.

15.6 Waiver

No waiver of any breach of these Terms constitutes a waiver of any other or subsequent breach. A waiver is not effective unless made in writing.

15.7 Relationship

The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, employment, agency, franchise, or fiduciary relationship between the parties.

15.8 Notices

Formal notices under these Terms should be sent to: