About these Terms

These Standard Terms set out the general commercial terms on which WorkArc provides AI implementation, automation, and operational tooling services to its clients. They apply to every engagement between WorkArc and a Client and are incorporated by reference into each Client agreement.

These Standard Terms are published at workarc.io/terms and may be updated in accordance with clause 18.2.

1. Definitions

1.1 In these Standard Terms, the following terms have the stated meaning:

Agreement: the commercial agreement between WorkArc and a Client that incorporates these Standard Terms by reference, including any schedules, annexures, or related documents.

AMINZ: the Arbitrators' and Mediators' Institute of New Zealand Incorporated.

Analytical Data: anonymised and aggregated statistical data derived from Client Data and usage patterns in accordance with clause 9.6.

Business Days: any day other than a Saturday, Sunday, or public holiday (as defined in section 5(1) of the Holidays Act 2003) on which registered banks are open for general banking business in Auckland, New Zealand.

Client: the party engaging WorkArc to provide Services under an Agreement.

Client Data: all data, information, content, and records provided by the Client to WorkArc or generated through the Client's use of WorkArc Tooling, including customer information, job records, quotes, pricing, supplier information, and operational data.

Confidential Information: the terms of the Agreement and any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the Agreement. WorkArc's Confidential Information includes Intellectual Property owned by WorkArc. The Client's Confidential Information includes Client Data.

CPI: the Consumers Price Index published by Statistics New Zealand (or any reasonably equivalent official index that replaces it).

Fees: all fees, charges, retainers, and other amounts payable by the Client to WorkArc under an Agreement.

Force Majeure Event: has the meaning set out in clause 10.1.

Intellectual Property: all intellectual property and proprietary rights of every kind, whether registered or unregistered, including copyright, trade marks, patents, designs, trade secrets, know-how, methodologies, processes, software, source code, object code, architectures, and all associated rights and applications.

Personal Information: has the meaning given in the Privacy Act 2020.

Services: the AI implementation, automation, development, and operational services provided by WorkArc to the Client under an Agreement, as further described in that Agreement.

Term: the term of an Agreement, including any initial term and any renewal or extension period, as set out in that Agreement.

Third Party Services: any third-party software, platform, API, integration, or service on which WorkArc Tooling relies or with which it interoperates.

Underlying Systems: the software, IT solutions, systems, and networks (including software and hardware) used to provide the Services, including any third-party solutions, systems, and networks.

WorkArc: WorkArc (NZBN 9429053534842), and any successor, assignee, or entity under which WorkArc operates from time to time.

WorkArc Tooling: all software, platforms, applications, integrations, code, designs, methodologies, AI implementation patterns, and other materials developed, provided, or maintained by WorkArc, including (without limitation) the Arc product suite (ArcOS, ArcQuote, ArcPulse, ArcCalendar, and any future Arc-branded products).

1.2 In these Standard Terms, unless the context otherwise requires:

(a) headings are for ease of reference only and do not affect interpretation;

(b) words in the singular include the plural and vice versa;

(d) references to a party include that party's successors and permitted assigns;

(e) references to legislation include any amendment, replacement, or re-enactment of that legislation; and

(f) including and includes are not words of limitation.

2. Application of these Standard Terms

2.1 These Standard Terms apply to every engagement between WorkArc and a Client. By entering into an Agreement with WorkArc, the Client acknowledges having read and accepted these Standard Terms.

2.2 Each Agreement incorporates these Standard Terms by reference. Where an Agreement and these Standard Terms deal with the same subject matter, the provisions of the Agreement prevail to the extent of any inconsistency.

2.3 These Standard Terms may be updated from time to time in accordance with clause 18.2. The version in force at the date of any Agreement, or the most recent version notified to the Client under clause 18.2, applies to that engagement.

3. Services

3.1 WorkArc will provide the Services described in the applicable Agreement with due care, skill, and diligence.

3.2 The specific scope, deliverables, commercial terms, and duration of the Services are set out in the Agreement. These Standard Terms provide the general commercial framework that applies to all engagements.

3.3 WorkArc's primary engagement model is an ongoing, retainer-based partnership in which WorkArc identifies, designs, builds, deploys, and maintains AI and automation infrastructure for the Client on a continuous basis. WorkArc may also undertake one-off development projects or discrete pieces of work where commercially appropriate, with the scope, deliverables, and commercial terms set out in the applicable Agreement. The nature of AI implementation is iterative, and delivery and outcomes will evolve over time based on the Client's operational needs and ongoing learning.

3.4 WorkArc may evolve, update, and improve WorkArc Tooling during the Term. Such evolution is part of the Services and does not require separate agreement, provided it does not materially reduce the functionality relied on by the Client.

3.5 Work that falls outside WorkArc's core focus on AI and automation tooling for trade operations, or outside the scope of the applicable Agreement, will be scoped, quoted, and agreed in writing as a separate engagement. Where there is uncertainty as to whether a request falls within scope, WorkArc and the Client will discuss in good faith and agree an appropriate approach.

3.8 Where WorkArc Tooling incurs material variable costs that scale with the Client's usage (such as telephony charges, API token consumption, or third-party per-transaction fees), the pricing for those usage-based costs must be agreed in the applicable Agreement before activation. The Fees cover WorkArc's standard development, maintenance, and operational costs but do not cover usage-based costs unless expressly included.

4. Client obligations

4.1 The Client must:

(a) provide WorkArc with all information, access, credentials, and resources reasonably required for WorkArc to perform the Services;

(b) respond to WorkArc's reasonable requests for information, clarification, or decisions in a timely manner;

(d) maintain any third-party subscriptions and services required for WorkArc Tooling to operate;

(e) use WorkArc Tooling only for lawful business purposes and in accordance with any reasonable use guidelines provided by WorkArc;

(f) notify WorkArc promptly of any issues, errors, concerns, or material changes affecting the Services and WorkArc Tooling.

4.2 The Client is responsible for verifying that the Services are suitable for its own business needs.

4.3 A breach of any term of the Agreement or these Standard Terms by the Client's personnel is deemed to be a breach by the Client.

5. WorkArc obligations and warranties

5.1 In addition to clause 3.1, WorkArc must:

(a) provide the equipment, software, and resources necessary to deliver the Services, except where otherwise agreed;

(b) maintain security measures for WorkArc Tooling and Client Data in accordance with clause 9;

(d) respond to support requests during business hours on a reasonable-efforts basis.

5.2 WorkArc targets reasonable operational availability for WorkArc Tooling and must use commercially reasonable efforts to minimise unplanned downtime and notify Clients of any material disruption. WorkArc does not guarantee specific uptime levels and is not liable for downtime caused by scheduled maintenance, Force Majeure Events, Third Party Service outages, or factors outside WorkArc's reasonable control.

5.3 WorkArc warrants that the Services will be performed with due care and skill. If the Services do not meet this warranty, WorkArc must re-perform the relevant Services at no additional cost. This is the Client's sole remedy for breach of this warranty.

5.4 To the maximum extent permitted by law, WorkArc's warranties are limited to those stated in these Standard Terms and the applicable Agreement. Any implied condition or warranty (including any warranty under Part 3 of the Contract and Commercial Law Act 2017) is excluded.

5.5 The Client agrees and represents that it is acquiring the Services for the purposes of trade. The parties agree that:

(a) to the maximum extent permissible by law, the Consumer Guarantees Act 1993 does not apply to the supply of the Services or the Agreement; and

(b) it is fair and reasonable that the parties are bound by this clause 5.5.

6. Fees and payment

6.1 The Client must pay WorkArc the Fees set out in the Agreement in accordance with these Standard Terms and any payment terms specified in the Agreement.

6.2 Unless the Agreement provides otherwise, WorkArc will issue invoices on the 1st of each calendar month in advance for monthly retainers, or at appropriate milestones for project-based work.

6.3 Unless the Agreement provides otherwise, payment is due within 7 days of the invoice date by bank transfer to the account nominated by WorkArc.

6.4 If the Client disputes any invoice, the Client must notify WorkArc in writing within 10 Business Days of receipt, clearly setting out the reasons for the dispute. The Client must pay any undisputed portion by the due date. If the Client does not dispute an invoice within 10 Business Days of receipt, the invoice is deemed accepted in full.

6.5 WorkArc may charge interest on overdue amounts at the rate of 7% per annum, calculated daily and compounding monthly, from the due date to the date of payment.

6.6 If the Client fails to pay any amount by the due date, the Client must pay all costs reasonably incurred by WorkArc in recovering the outstanding amount, including debt collection agency fees, court filing costs, and legal fees on a solicitor/client basis.

6.7 If any invoice remains unpaid more than 14 days after the due date, WorkArc may, on written notice, suspend the Services (including access to WorkArc Tooling) until the overdue amount is paid in full. Suspension does not relieve the Client of its obligation to pay Fees accruing during the period of suspension.

6.8 WorkArc may adjust Fees once per calendar year by giving the Client at least 30 days written notice. Annual adjustments must not exceed the percentage change in the CPI over the preceding 12 months, unless otherwise agreed in writing or set out in the applicable Agreement. If the Client does not wish to pay the adjusted Fees, it may terminate the Agreement on no less than 10 days notice, provided the notice is received before the effective date of the adjustment. If the Client does not terminate, it is deemed to have accepted the adjusted Fees.

6.9 Unless the Agreement provides otherwise, all Fees are inclusive of WorkArc's usual business expenses. Additional expenses requiring reimbursement must be pre-approved by the Client in writing.

6.10 All Fees exclude GST, which the Client must pay on taxable supplies under the Agreement.

7. Intellectual property

7.1 All Intellectual Property in WorkArc Tooling, including the Arc product suite, the underlying code, architecture, designs, methodology, AI implementation patterns, and all features, integrations, and improvements built or refined during any engagement, is and remains the sole property of WorkArc. The Client must not contest or dispute that ownership or the validity of those Intellectual Property rights.

7.2 WorkArc grants the Client a non-exclusive, non-transferable licence to use WorkArc Tooling for the Client's internal business operations for the duration of the Term and any wind-down period set out in the Agreement.

7.3 All Client Data is and remains the sole property of the Client. WorkArc holds and processes Client Data on behalf of the Client and must return it to the Client on request in accordance with the Agreement.

7.4 Where WorkArc Tooling incorporates Client branding, it does so under licence from the Client. WorkArc acquires no rights to the Client's name, logo, trading style, or brand assets.

7.5 To the extent not already owned by WorkArc, the Client grants WorkArc a royalty-free, transferable, irrevocable, and perpetual licence to use for WorkArc's own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by WorkArc in the provision of the Services.

7.6 If the Client provides feedback, suggestions, or ideas relating to WorkArc Tooling or the Services, all Intellectual Property in that feedback, and anything created as a result of it, is owned by WorkArc. WorkArc may use or disclose that feedback for any purpose.

7.7 This clause 7 survives termination.

8. Confidentiality

8.1 Each party must, unless it has the prior written consent of the other party:

(a) keep confidential at all times the Confidential Information of the other party;

(b) effect and maintain adequate security measures to safeguard the other party's Confidential Information from unauthorised access or use; and

(c) disclose the other party's Confidential Information to its personnel or professional advisors on a need-to-know basis only and, in that case, ensure that any such person is aware of and complies with this clause 8.

8.2 The obligations in clause 8.1 do not apply to any disclosure:

(a) for the purpose of performing the Agreement or exercising a party's rights under the Agreement;

(b) required by law (including under the rules of any stock exchange);

(d) of Confidential Information which was rightfully received from a third party without restriction and without breach of any obligation of confidentiality; or

(e) by WorkArc if required as part of a bona fide sale of its business (assets or shares, whether in whole or in part) to a third party, provided that WorkArc enters into a confidentiality agreement with the third party on terms no less restrictive than this clause 8.

8.3 Except to the extent that a party has ongoing rights to use Confidential Information, a party must, at the request of the other party following termination, promptly return to the other party or destroy all Confidential Information of the other party in the recipient's possession or control.

8.4 This clause 8 survives termination.

9. Data protection and security

9.1 WorkArc applies security measures appropriate to the scale and nature of its engagements. These measures include:

(a) encryption of data in transit using industry-standard protocols (HTTPS/TLS);

(b) two-factor authentication on all WorkArc infrastructure accounts and deployment systems;

(d) regular review of WorkArc systems and dependencies for security issues; and

(e) prompt notification to the Client of any incident materially affecting the security or integrity of Client Data.

9.2 Client Data is hosted on commercially reputable infrastructure providers selected for reliability, security, and operational fit. WorkArc may use infrastructure providers based outside New Zealand where commercially appropriate and will notify the Client of any material change in hosting location or provider.

9.3 The Client retains all rights to Client Data at all times. WorkArc processes Client Data on behalf of the Client as an agent for the purposes of the Privacy Act 2020 and any other applicable privacy law. WorkArc must return Client Data to the Client on request in accordance with the Agreement.

9.4 The Client is responsible for maintaining its own backups of business-critical data beyond what WorkArc provides as standard.

9.5 WorkArc must comply with applicable New Zealand privacy law, including the Privacy Act 2020, in its handling of Personal Information contained in Client Data. The Client must obtain all necessary consents from relevant individuals to enable WorkArc to collect, use, hold, and process Personal Information in accordance with the Agreement.

9.6 The Client acknowledges and agrees that WorkArc may use Client Data and information about the Client's use of the Services to generate Analytical Data. WorkArc may use Analytical Data for its internal research and product development purposes and to conduct statistical analysis and identify trends. Title to, and all Intellectual Property in, Analytical Data is and remains WorkArc's property. WorkArc's rights under this clause 9.6 survive termination.

10. Force majeure

10.1 A Force Majeure Event means any event or circumstance beyond the reasonable control of a party that cannot reasonably be avoided or overcome, including:

(a) acts of war, terrorism, civil unrest, or military action;

(b) natural disasters including earthquakes, floods, storms, or volcanic activity;

(d) cyber attacks, ransomware, or significant infrastructure failures affecting third-party services;

(e) acts of government authority, whether lawful or unlawful;

(f) failure or interruption of internet, power, or essential third-party services; and

(g) any other event of a similar nature beyond the reasonable control of the affected party.

10.2 Neither party is liable for any delay or failure to perform its obligations to the extent caused by a Force Majeure Event, provided the affected party:

(a) immediately notifies the other party and provides full information about the Force Majeure Event;

(b) uses best efforts to overcome the Force Majeure Event; and

10.3 If a Force Majeure Event continues for more than 30 Business Days, either party may terminate the Agreement on 10 Business Days written notice.

11. Term and termination

11.1 The Term of each Agreement is set out in that Agreement and may include an initial term, a renewal mechanism, and specific termination rights.

11.2 Either party may, by written notice, immediately terminate an Agreement if the other party:

(a) breaches any material provision of the Agreement or these Standard Terms and the breach is not remedied within 14 days of receipt of notice requiring it to do so, or is not capable of being remedied; or

(b) becomes insolvent, has an administrator, receiver, liquidator, or statutory manager appointed, becomes subject to any form of external administration, or ceases to carry on business.

11.3 Either party may terminate under clause 10.3 in the event of Force Majeure.

11.4 Rights of termination for convenience are set out in the applicable Agreement.

11.5 Without limiting any other right or remedy, WorkArc may restrict or suspend the Client's access to WorkArc Tooling if WorkArc reasonably considers that the Client or its personnel has:

(a) attempted to undermine the security or integrity of WorkArc Tooling or any Underlying Systems;

(b) used or attempted to use WorkArc Tooling for improper purposes or in a manner that materially reduces the operational performance of the Services;

(c) transmitted, inputted, or stored any Client Data that breaches or may breach the Agreement, any applicable law, or any third-party right; or

(d) otherwise materially breached the Agreement.

WorkArc must notify the Client where it restricts or suspends access under this clause.

11.6 Termination does not affect any rights, remedies, or obligations that accrued before termination.

12. Effect of termination and wind-down

12.1 Unless the applicable Agreement specifies otherwise, on termination (other than for material breach by the Client) the Client's licence to use WorkArc Tooling continues for a default wind-down period of 30 days (the Wind-Down Period).

12.2 During the Wind-Down Period, WorkArc must provide reasonable transition assistance, including handover of Client Data, basic documentation of WorkArc Tooling configuration, and reasonable cooperation with any successor provider. Additional transition work beyond standard handover will be charged at WorkArc's standard hourly rates.

12.3 On termination:

(a) WorkArc must export and hand over all Client Data within 14 days, or as otherwise specified in the Agreement;

(b) the Client's licence to use WorkArc Tooling continues for the Wind-Down Period, after which the licence terminates and access ceases;

(d) the Client must cease using WorkArc Tooling at the end of the Wind-Down Period; and

(e) clauses which by their nature are intended to survive termination, including clauses 7, 8, 9.6, 13, and 14, continue in force.

12.4 Where an Agreement is terminated by WorkArc for material breach by the Client, WorkArc may reduce or waive the Wind-Down Period and limit transition assistance. WorkArc must still return Client Data in accordance with clause 12.3(a).

12.5 Where an Agreement specifies a different wind-down period or different transition obligations, those provisions prevail.

13. Limitation of liability

13.1 Neither party excludes or limits liability for:

(a) fraud or fraudulent misrepresentation;

(b) death or personal injury caused by negligence;

(d) any other liability that cannot lawfully be excluded or limited.

13.2 Subject to clause 13.1, the maximum aggregate liability of either party under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, must not exceed the total Fees paid or payable under the Agreement in the 12 months preceding the event giving rise to the claim.

13.3 Subject to clause 13.1, neither party is liable to the other for any loss of profit, revenue, savings, business, data, goodwill, or anticipated savings, or any indirect, consequential, incidental, or special loss or damage of any kind.

13.4 The Client is responsible for maintaining its own backups of business-critical data. WorkArc is not liable for loss or corruption of Client Data except to the extent directly caused by WorkArc's negligence or wilful misconduct.

13.5 Neither party is responsible, liable, or held to be in breach of the Agreement for any failure to perform its obligations to the extent that the failure is directly caused by the other party failing to comply with its obligations, or by the negligence or misconduct of the other party or its personnel.

13.6 Each party must take reasonable steps to mitigate any loss or damage, cost, or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with the Agreement.

13.7 This clause 13 survives termination.

14. Indemnity

14.1 Each party indemnifies the other against all losses, damages, costs, and expenses (including reasonable legal fees) arising from:

(a) any material breach by that party of the Agreement or these Standard Terms;

(b) any negligent or wrongful act, omission, or default of that party in connection with the Agreement; and

14.2 The indemnities in this clause 14 are subject to the limitations in clause 13.

14.3 WorkArc is not liable for, and the Client indemnifies WorkArc against, any claim arising from:

(a) the Client's misuse of WorkArc Tooling or the Services;

(b) Client Data that violates applicable law or infringes third-party rights; or

14.4 This clause 14 survives termination.

15. Assignment and subcontracting

15.1 WorkArc may assign, transfer, or subcontract any of its rights or obligations without the Client's prior consent, provided that WorkArc remains responsible for the performance of the Services.

15.2 The Client may not assign or transfer any right or obligation under an Agreement without WorkArc's prior written consent (not to be unreasonably withheld). The Client remains liable for its obligations despite any approved assignment or transfer.

15.3 Any change of control of the Client (including any transfer of shares or other arrangement resulting in a change in effective control) is deemed to be an assignment requiring WorkArc's prior written consent under clause 15.2.

16. Dispute resolution

16.1 Before taking any court action, the parties must use best efforts to resolve any dispute under or in connection with the Agreement (a Dispute) through good faith negotiations. Any settlement must be recorded in writing and signed by both parties to be binding.

16.2 If the parties cannot resolve a Dispute by negotiation within 10 Business Days, either party may, by written notice, require the Dispute to be referred to mediation on the following terms:

(a) the mediation must be conducted in accordance with the Mediation Protocol of AMINZ then in force, or any protocol that replaces it;

(b) the mediator must be jointly agreed in writing by the parties. Failing agreement within 10 Business Days, the mediator will be appointed by the chairperson of AMINZ (or nominee), whose decision is final;

(d) each party must bear its own legal and preparation costs, and the parties must share the mediator's fees equally; and

(e) any settlement must be recorded in writing and signed by both parties to be binding.

16.3 Neither party may commence formal proceedings in relation to a Dispute unless it has complied with this clause 16, except that either party may at any time:

(a) seek urgent interlocutory relief;

(b) pursue recovery of an undisputed debt; or

16.4 Each party must, to the extent possible, continue to perform its obligations under the Agreement even if there is a Dispute.

17. General

17.1 The Agreement (including these Standard Terms) sets out everything agreed by the parties relating to the Services and supersedes anything discussed, exchanged, or agreed prior to the Agreement. The parties have not relied on any representation, warranty, or agreement relating to the subject matter that is not expressly set out in the Agreement. Nothing in this clause limits liability for fraud.

17.2 The Client agrees and represents that it is acquiring the Services for the purposes of trade. The parties agree that:

(a) to the maximum extent permissible by law, the Consumer Guarantees Act 1993 does not apply to the supply of the Services or the Agreement; and

(b) it is fair and reasonable that the parties are bound by this clause 17.2.

17.3 Any variation to the Agreement must be in writing and signed by both parties.

17.4 Any illegality, unenforceability, or invalidity of a provision of the Agreement does not affect the legality, enforceability, or validity of the remaining provisions.

17.5 To waive a right under the Agreement, that waiver must be in writing and signed by the waiving party.

17.6 A notice given under the Agreement must be delivered via email to an email address notified by the other party for this purpose and will be deemed received at the time of transmission, provided no delivery failure notice is received. If the notice is given under clause 11, a copy must be immediately delivered (by hand or courier) to the chief executive or equivalent officer of the other party at the other party's last known physical address.

Notices to WorkArc: hello@workarc.io Notices to the Client: as set out in the Agreement.

17.7 Agreements may be executed in counterparts, each of which constitutes an original. A party may enter the Agreement by signing and emailing a counterpart copy to the other party. Execution by electronic signature in accordance with Part 4 of the Contract and Commercial Law Act 2017 is valid and binding.

17.8 WorkArc is an independent contractor of the Client. No other relationship (including joint venture, agency, trust, or partnership) exists under the Agreement.

17.9 No person other than WorkArc and the Client has any right to a benefit under, or to enforce, the Agreement.

17.10 The Agreement is governed by, and must be interpreted in accordance with, the laws of New Zealand. Subject to clause 16, each party submits to the non-exclusive jurisdiction of the Courts of New Zealand.

18. Changes to these Standard Terms

18.1 WorkArc may update these Standard Terms from time to time to reflect changes in its services, commercial practices, legal requirements, or industry standards.

18.2 WorkArc must notify existing Clients in writing of any material changes at least 30 days before the changes take effect. Non-material changes (including typographical corrections, clarifications, and updates to contact details) may be made without notice.

18.3 If a Client does not accept a material change, the Client may terminate the applicable Agreement by written notice within 30 days of receiving notification. Termination is effective at the end of the current billing cycle. Continued use of the Services after the effective date of a change constitutes acceptance.

18.4 The current version of these Standard Terms is always available at workarc.io/terms.

Contact

For questions about these Standard Terms, contact WorkArc at:

Email: hello@workarc.io Website: workarc.io NZBN: 9429053534842