About these Terms

These Standard Terms (the 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 from time to time in accordance with clause 18.2. The version in force at the date of any Client agreement, or the most recent version notified to the Client under clause 18.2, applies.

1. Definitions

1.1 In these Standard Terms, the following terms have the meanings set out below:

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.

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 - any non-public information disclosed by one party to the other in connection with an Agreement, whether oral, written, or in any other form, that is marked as confidential or would reasonably be understood to be confidential.

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.

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.

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 convenience only and do not affect interpretation;
(b) the singular includes the plural and vice versa;
(c) references to a clause are references to a clause of these Standard Terms;
(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.

4. Client obligations

4.1 The Client will:

(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;
(c) designate a primary point of contact for operational and commercial matters relating to the Agreement;
(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
(g) comply with all applicable laws and regulations in its use of the Services and WorkArc Tooling.

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

5. WorkArc obligations

5.1 WorkArc will:

(a) perform the Services with due care, skill, and diligence;
(b) provide the equipment, software, and resources necessary to deliver the Services, except where otherwise agreed;
(c) maintain security measures for WorkArc Tooling and Client Data in accordance with clause 9;
(d) communicate scheduled maintenance, updates, and material changes to the Client in advance where practicable;
(e) respond to support requests during business hours on a reasonable-efforts basis; and
(f) comply with all applicable laws and regulations in its provision of the Services.

5.2 WorkArc provides the Services and WorkArc Tooling on an "as is" basis and does not warrant uninterrupted operation, error-free performance, or fitness for any specific purpose beyond what is expressly set out in the applicable Agreement or these Standard Terms.

5.3 Operational availability. WorkArc targets reasonable operational availability for WorkArc Tooling and uses commercially reasonable efforts to minimise unplanned downtime, prioritise the resolution of outages, 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 infrastructure or service outages, or factors outside WorkArc's reasonable control.

6. Fees and payment

6.1 Fees. The Client will 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 Invoicing. Unless the Agreement provides otherwise, WorkArc will issue an invoice to the Client on the 1st of each calendar month in advance for monthly retainers, or at appropriate milestones for project-based work. Invoices will set out the amount due, the due date, and payment instructions.

6.3 Payment terms. 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 Disputed invoices. 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 of the invoice by the due date. If the Client does not dispute an invoice in writing within 10 Business Days of receipt, the invoice is deemed accepted in full.

6.5 Late payment. If any amount payable under an Agreement remains unpaid after the due date, WorkArc may charge interest on the overdue amount at the rate of 7% per annum, calculated daily and compounding monthly, from the due date until the date payment is received in full.

6.6 Debt recovery costs. If the Client fails to pay any amount by the due date, the Client agrees to 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 Suspension for non-payment. If any invoice remains unpaid more than 14 days after the due date, WorkArc may, on written notice to the Client, 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 Annual Fee review. WorkArc may review and adjust Fees once per calendar year by giving the Client at least 30 days written notice before the adjustment takes effect. Annual adjustments will not exceed the percentage change in the CPI over the preceding 12 months, unless otherwise agreed in writing by both parties or set out in the applicable Agreement.

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

6.10 GST. All Fees are stated exclusive of Goods and Services Tax (GST), which will be added to invoices where applicable.

7. Intellectual property

7.1 WorkArc owns WorkArc Tooling. 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.

7.2 Licence to the Client. 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. The specific scope and duration of the licence are set out in the applicable Agreement.

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

7.4 Client branding. 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 Feedback. Any feedback, suggestions, or ideas provided by the Client to WorkArc regarding WorkArc Tooling or the Services may be used by WorkArc without restriction or compensation to the Client. Feedback does not transfer any Intellectual Property rights to the Client.

7.6 Basis for IP structure. WorkArc's commercial model relies on developing AI and automation capability that can be deployed across multiple clients. WorkArc retains ownership of WorkArc Tooling and related Intellectual Property in exchange for providing Services on a retainer basis at rates that reflect the shared development model.

7.7 This clause 7 survives termination of the Agreement.

8. Confidentiality

8.1 Obligation. Each party agrees to keep the other party's Confidential Information private and not to disclose it to any third party without prior written consent, except as required by law.

8.2 Use. Each party will use the other party's Confidential Information only for the purposes of performing its obligations or exercising its rights under the Agreement.

8.3 Protection. Each party will limit access to the other party's Confidential Information to personnel with a legitimate need to know and will take reasonable steps to protect it against unauthorised access, use, or disclosure.

8.4 Exceptions. Confidential Information does not include information that:

(a) is or becomes publicly available through no breach of the Agreement;
(b) was already known to the receiving party before disclosure;
(c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or
(d) is required to be disclosed by law, regulation, or order of a court or competent authority, provided the receiving party gives the disclosing party prompt notice (where legally permitted) to allow the disclosing party an opportunity to seek a protective order.

8.5 This clause 8 survives termination of the Agreement.

9. Data protection and security

9.1 WorkArc takes the security of Client Data seriously and 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;
(c) access controls limiting Client Data to authorised personnel with a legitimate need to access it;
(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 the location or provider of Client Data hosting.

9.3 The Client retains all rights to Client Data at all times. WorkArc processes Client Data on behalf of the Client and will 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 part of its standard hosting and operational practices.

9.5 WorkArc will comply with applicable New Zealand privacy law, including the Privacy Act 2020, in its handling of personal information contained in Client Data.

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;
(c) pandemics, epidemics, or public health emergencies;
(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 on which WorkArc or the Client depends; and
(g) any other event of a similar nature beyond the reasonable control of the affected party.

10.2 A party affected by a Force Majeure Event will not be liable for any delay or failure to perform its obligations to the extent that delay or failure is caused by the Force Majeure Event, provided that party:

(a) notifies the other party in writing as soon as reasonably practicable of the nature and expected duration of the Force Majeure Event; and
(b) takes reasonable steps to mitigate the impact and resume performance as soon as practicable.

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 Termination for material breach. Either party may terminate an Agreement immediately by written notice if the other party:

(a) commits a material breach of the Agreement or these Standard Terms and fails to remedy that breach within 14 days of receiving written notice requiring it to do so; or
(b) becomes insolvent, enters into voluntary administration, liquidation, or receivership, or ceases to carry on business.

11.3 Termination under Force Majeure. Either party may terminate in accordance with clause 10.3.

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

11.5 Termination of the Agreement does not affect any rights, remedies, or obligations that accrued before termination.

12. Effect of termination and wind-down

12.1 Wind-Down Period. Unless the applicable Agreement specifies otherwise, on termination of an Agreement (other than termination for material breach by the Client) the Client's licence to use WorkArc Tooling continues for a default wind-down period of 30 days following the date of termination (the Wind-Down Period). The Wind-Down Period exists to allow the Client a reasonable opportunity to transition to alternative systems and avoid sudden operational disruption.

12.2 Transition assistance. During the Wind-Down Period, WorkArc will provide reasonable transition assistance to support the Client's move to alternative systems, 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 Effect of termination. On termination of an Agreement:

(a) WorkArc will export and hand over all Client Data to the Client within 14 days of termination, or as otherwise specified in the Agreement;
(b) the Client's licence to use WorkArc Tooling continues for the Wind-Down Period as set out in clause 12.1, after which the licence terminates and the Client's access to WorkArc Tooling ceases;
(c) any Fees accrued up to the date of termination remain payable;
(d) the Client will cease using WorkArc Tooling at the end of the Wind-Down Period; and
(e) the clauses of these Standard Terms that expressly survive termination, including clauses 7 (Intellectual property), 8 (Confidentiality), 13 (Limitation of liability), and 14 (Indemnity), will continue in force.

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

12.5 Specific Agreement provisions prevail. Where an Agreement specifies a different wind-down period or different transition obligations, those provisions prevail over this clause 12.

13. Limitation of liability

13.1 Exclusions that cannot be limited. Neither party excludes or limits liability for:

(a) fraud or fraudulent misrepresentation;
(b) death or personal injury caused by negligence;
(c) breach of confidentiality under clause 8; or
(d) any other liability that cannot lawfully be excluded or limited under applicable law.

13.2 Cap on liability. Subject to clause 13.1, the maximum aggregate liability of either party under or in connection with an Agreement and these Standard Terms - whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise - is limited to the total Fees paid or payable under the Agreement in the 12 months immediately preceding the event giving rise to the claim.

13.3 Indirect losses excluded. Subject to clause 13.1, neither party is liable to the other for any indirect, consequential, or special loss or damage, including loss of revenue, loss of profits, loss of business, loss of goodwill, loss of anticipated savings, or business interruption, whether or not that loss was foreseeable or within the contemplation of the parties.

13.4 Client data responsibility. The Client is responsible for maintaining its own backups of business-critical data beyond what WorkArc provides as standard and acknowledges that 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 This clause 13 survives termination of the Agreement.

14. Indemnity

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

(a) any material breach by the Indemnifying Party of the Agreement or these Standard Terms;
(b) any negligent or wrongful act, omission, or default of the Indemnifying Party in connection with the Agreement; and
(c) any claim by a third party arising from the Indemnifying Party's breach of applicable law or infringement of third-party rights.

14.2 The indemnities in this clause 14 are subject to the limitations of liability set out 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
(c) the Client's use of WorkArc Tooling outside the scope of the Agreement.

14.4 This clause 14 survives termination of the Agreement.

15. Assignment and subcontracting

15.1 WorkArc may assign, transfer, or subcontract any of its rights or obligations under an Agreement or these Standard Terms 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 of its rights or obligations under an Agreement without WorkArc's prior written consent, which will not be unreasonably withheld.

16. Dispute resolution

16.1 Good faith negotiation. The parties will use reasonable endeavours to resolve any dispute arising under or relating to an Agreement or these Standard Terms (a Dispute) through good faith negotiation between senior representatives of each party. Any settlement reached through negotiation must be recorded in writing and signed by both parties to be binding.

16.2 Mediation. If the parties cannot resolve a Dispute through negotiation within 10 Business Days of the Dispute being raised in writing, either party may require the Dispute to be referred to mediation by giving written notice to the other party. The mediation will be conducted on the following terms:

(a) the mediation will be conducted in accordance with the Mediation Protocol of AMINZ then in force, or any protocol that replaces it;
(b) the mediator will be a person jointly agreed in writing by the parties. If the parties cannot agree on a mediator within 10 Business Days of the notice requiring mediation, the mediator will be appointed by the chairperson of AMINZ (or their nominee), whose decision is final;
(c) the mediation will take place in Auckland, New Zealand, at a venue determined by the mediator;
(d) each party will bear its own legal and preparation costs, and the parties will share the mediator's fees equally; and
(e) any settlement reached through mediation must be recorded in writing and signed by both parties to be binding.

16.3 Formal proceedings. Neither party may commence formal legal proceedings in relation to a Dispute unless it has complied with the procedure set out in this clause 16, except that either party may:

(a) seek urgent interlocutory relief;
(b) pursue recovery of an undisputed debt; or
(c) enforce a settlement agreed under clauses 16.1 or 16.2,

at any time, without first complying with this clause 16.

17. General provisions

17.1 Entire agreement. The Agreement (including these Standard Terms) constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior agreements, representations, and understandings, whether written or oral. Nothing in this clause limits liability for fraud.

17.2 Variations to Agreements. An Agreement may only be amended or varied by written agreement signed by both parties.

17.3 Severability. If any provision of these Standard Terms or an Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be deemed severed and the remaining provisions will continue in full force and effect.

17.4 Waiver. No failure or delay by either party in exercising any right under these Standard Terms or an Agreement constitutes a waiver of that right. A waiver is only effective if given in writing and signed by the waiving party.

17.5 Notices. Any notice under an Agreement or these Standard Terms must be given in writing and will be deemed received:

(a) if delivered by email, at the time of transmission to the recipient's nominated email address, provided no delivery failure notice is received; or
(b) if delivered by post, 5 Business Days after posting.

Notices to WorkArc should be sent to: hello@workarc.io (or such other address as WorkArc notifies from time to time).

Notices to the Client should be sent to the Client's nominated email or postal address as set out in the Agreement.

17.6 Counterparts and electronic signature. Agreements may be executed in any number of counterparts, each of which is an original and which together constitute one agreement. Execution by electronic signature in accordance with Part 4 of the Contract and Commercial Law Act 2017 is valid and binding.

17.7 No partnership. Nothing in an Agreement or these Standard Terms creates a partnership, joint venture, employment relationship, or agency between the parties beyond the commercial service relationship described in the Agreement.

17.8 Third-party rights. No person other than WorkArc and the Client has any rights under these Standard Terms or the Agreement, and the Contracts (Privity) Act 1982 does not apply.

17.9 Governing law and jurisdiction. These Standard Terms and each Agreement are governed by and construed in accordance with the laws of New Zealand. Subject to clause 16, the parties submit to the 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 will notify existing Clients in writing of any material changes to these Standard Terms 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 prior notice.

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

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

WorkArc Standard Terms, Version 1.2
Last updated: April 2026