Last Updated: 10 July 2026
Welcome to BuildAi.nz. These Terms and Conditions ("Terms") govern your use of our website (www.buildai.nz) and the engagement of our services, which include custom AI architecture, web and app development, search and generative engine optimization (SEO/GEO), and digital marketing ("Services").
1. Definitions
"We", "Us", "Our", or "Agency" refers to BuildAi Software Ltd (trading as BuildAi or BuildAi.nz).
"Client", "You", or "Your" refers to the individual or entity engaging our Services.
"Deliverables" refers to the custom software, websites, apps, multi-step execution AI agents, or campaigns developed and provided by the Agency.
"Ad Spend" refers to the budget paid directly to third-party advertising platforms (e.g., Google, Meta/Facebook) for the distribution of ads.
2. Services and Scope
BuildAi Software Ltd provides a suite of digital services. The specific scope, timeline, and cost of any project will be outlined in a separate Statement of Work (SOW) or project proposal. Any requests outside the agreed scope will be subject to additional fees and a separate agreement.
3. Service-Specific Terms
3.1 Web and App Development
Hosting and Maintenance: Unless explicitly stated in the SOW, our development fees do not include ongoing hosting, domain registration, or maintenance.
Custom Infrastructure: We prioritize building high-performance, custom-coded infrastructure designed for speed and AI search citability, rather than utilizing heavily templated CMS platforms. Clients are responsible for securing ongoing maintenance agreements if they require future updates to these custom environments.
Third-Party Integrations: We are not liable for features that break due to updates, deprecations, or outages from third-party APIs or plugins.
3.2 Search & Generative Engine Optimization (SEO & GEO)
No Guarantees of Placement: Search engines and LLM-based engines utilize proprietary, frequently changing algorithms. While we apply industry best practices, we cannot guarantee specific search rankings, citation frequencies, or traffic volumes.
Algorithm Updates: We are not liable for drops in rankings or visibility resulting from algorithmic updates made by third-party search or AI engines.
3.3 Digital Marketing & Paid Ads (PPC, Google Ads, Facebook Ads)
Ad Spend is Separate: Agency management fees do not include Ad Spend. You are responsible for providing valid payment methods directly to the advertising platforms.
Account Suspensions & Policy Compliance: Ad platforms enforce strict policies. You are responsible for ensuring your business model, landing pages, and domains comply with platform terms — including strategic platform policies that prohibit advertising mixed, unrelated business domains from a single account. We are not liable for ad account suspensions, bans, or disabled assets dictated by Google, Meta, or other networks.
Performance Variability: We do not guarantee specific conversion rates, cost-per-click (CPC), or return on ad spend (ROAS).
4. Third-Party Infrastructure and API Costs
Our Deliverables frequently rely on external services. You are solely responsible for all ongoing third-party subscription costs, LLM API usage fees, domain registrations, CDN/DNS services, and VPS hosting, unless specifically bundled into a BuildAi maintenance retainer. We are not responsible if a third party changes its pricing, alters its terms, or experiences downtime.
5. Client Responsibilities
To ensure successful delivery, you agree to:
Provide timely access to necessary data, APIs, server environments, domain registrars, and ad accounts required for the project.
Ensure you have the legal right and necessary permissions to use any data, images, or assets provided to us.
Promptly review and provide feedback on project milestones.
6. Intellectual Property
Client Ownership: Upon full and final payment of all project fees, you will own the intellectual property rights to the final, custom-developed Deliverables specifically created for your business.
Background IP: We retain all rights to our pre-existing code, agentic orchestration frameworks (such as OpenClaw configurations and Clawbot architecture), optimization methodologies, and general development tools. We grant you a non-exclusive, perpetual, royalty-free license to use this Background IP strictly as incorporated within the final Deliverables.
7. Support, Bug Fixes, and Maintenance
We provide a 30-day warranty period immediately following the launch or delivery of a project, during which we will fix any critical bugs in our original code at no charge. After this 30-day period, any requested bug fixes, new features, layout changes, or prompt engineering adjustments will be billed at our standard hourly rate or require a separate ongoing maintenance agreement.
8. AI Limitations and Liability
Artificial Intelligence is an evolving technology. For projects involving AI integration, you acknowledge that:
AI systems and autonomous agents can generate unpredictable, inaccurate, or unintended outputs ("hallucinations").
We do not guarantee the absolute accuracy or appropriateness of the content generated by the AI Deliverables once deployed.
You are entirely responsible for monitoring the output of deployed AI agents and establishing appropriate human-in-the-loop safeguards.
9. Financial Liability Cap
To the maximum extent permitted by New Zealand law, BuildAi Software Ltd’s total liability for any claim arising out of or relating to these Terms or our Services (whether in contract, tort, or otherwise) shall not exceed the total amount paid by you to the Agency for the specific project out of which the liability arose. For ongoing retainer work, liability is capped at the fees paid in the three (3) months preceding the claim.
10. Data Privacy and Security
Where our Services involve the processing of personal information on your behalf, you acknowledge that you are the "Data Controller" and we are the "Data Processor" under the New Zealand Privacy Act 2020. You warrant that you have all necessary consents and legal rights to collect this data and share it with us for processing (including for ad tracking pixels or AI database training).
11. Payment Terms
Payment schedules will be detailed in the project SOW.
Invoices are strictly due within 7 days of issue unless otherwise agreed in writing.
We reserve the right to pause active ad campaigns, suspend development, or withhold Deliverables if payments are in arrears.
All prices are stated in New Zealand Dollars (NZD) and are exclusive of Goods and Services Tax (GST) unless otherwise stated.
12. Non-Solicitation
During the term of any active project and for a period of twelve (12) months following its completion, you agree not to directly or indirectly solicit, poach, hire, or contract with any employee, developer, or contractor of BuildAi Software Ltd without our prior written consent.
13. Warranties and Consumer Guarantees Act
We warrant that the Services will be provided with reasonable care and skill.
If you are acquiring our Services for the purposes of a business, you agree that the provisions of the New Zealand Consumer Guarantees Act 1993 do not apply to this agreement.
14. Confidentiality
Both parties agree to keep all confidential business information, proprietary data, and trade secrets shared during the engagement strictly confidential, both during and after the completion of the project.
15. Dispute Resolution
If a dispute arises out of or relates to these Terms, both parties agree to attempt to resolve the issue in good faith through negotiation for a period of at least 14 days. If the dispute cannot be resolved through negotiation, both parties agree to participate in mediation in New Zealand before initiating any legal proceedings.
16. Termination
Either party may terminate a project if the other party materially breaches these Terms and fails to remedy the breach within 14 days of written notice. Upon termination, you will be invoiced for all work completed and ad spend managed up to the termination date.
17. Governing Law
These Terms shall be governed by and construed in accordance with the laws of New Zealand. Any disputes arising from these Terms or our Services shall be subject to the exclusive jurisdiction of the courts of New Zealand.
18. Contact Information
BuildAi Software Ltd Phone: 09 242 3369 Email: [email protected]