Terms of Service
Effective date: 2 April 2026 · Last updated: 2 April 2026
1. Agreement to Terms
By accessing or using the Zenturi AI website ("Site") and any services, consulting engagements, or software products provided by Zenturi AI ("Zenturi," "we," "us," or "our"), you ("Client," "you," or "your") agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, do not use our Site or services. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.
2. Description of Services
Zenturi provides AI-driven operations consulting services, custom-built automation systems, dashboard development, and software-as-a-service (SaaS) products designed to streamline business operations. The specific scope, deliverables, timelines, and fees for any engagement will be defined in a separate Statement of Work ("SOW") or service agreement mutually agreed upon by both parties.
3. Consulting Engagements
All consulting engagements are governed by individual SOWs that form part of these Terms. Each SOW will specify the scope of work, deliverables, project timeline, fees and payment terms, and acceptance criteria. In the event of any conflict between these Terms and a SOW, the SOW shall prevail to the extent of the inconsistency.
4. SaaS Products
Where Zenturi provides access to SaaS products (hosted dashboards, automation platforms, or similar tools), the following terms apply. We grant you a non-exclusive, non-transferable, revocable licence to access and use the SaaS product for your internal business purposes during the subscription term. The SaaS product is provided "as available." While we target high availability, we do not guarantee uninterrupted access and are not liable for downtime. We retain all intellectual property rights in the SaaS product, including its underlying code, design, architecture, and documentation. You retain ownership of all data you input into the SaaS product. We will not access, use, or disclose your data except as necessary to provide the service or as required by law.
5. Fees and Payment
Fees for our services will be set out in the applicable SOW or subscription agreement. Unless otherwise agreed, invoices are due within 14 days of issue. Late payments may incur interest at 1.5% per month on the outstanding balance. All fees are exclusive of GST (if applicable) and any other taxes, which will be added where required by law.
6. Intellectual Property
Unless otherwise specified in a SOW, intellectual property is allocated as follows. Pre-existing IP belonging to either party remains with that party. Custom deliverables created specifically for the Client under a SOW are assigned to the Client upon full payment, except for any Zenturi frameworks, libraries, or reusable components embedded within the deliverables, which remain the property of Zenturi, with a perpetual licence granted to the Client for use within the delivered solution. Zenturi retains the right to use general knowledge, skills, and experience gained during any engagement.
7. Confidentiality
Each party agrees to keep confidential any proprietary or non-public information disclosed by the other party during the course of an engagement ("Confidential Information"). Confidential Information shall not be disclosed to any third party without the disclosing party's prior written consent. This obligation survives termination of these Terms for a period of two (2) years. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was already known to the receiving party prior to disclosure, or is independently developed without reference to the Confidential Information.
8. Limitation of Liability
To the maximum extent permitted by law, Zenturi's total liability arising out of or in connection with these Terms or any engagement shall not exceed the total fees paid by the Client to Zenturi in the twelve (12) months preceding the claim. Zenturi shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunity, even if advised of the possibility of such damages. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under New Zealand law, including the Consumer Guarantees Act 1993 where it applies.
9. Warranties and Disclaimers
We warrant that our services will be performed with reasonable care and skill consistent with generally accepted industry standards. Except as expressly stated in these Terms or a SOW, all services and products are provided "as is" without warranties of any kind, whether express or implied. We do not warrant that our SaaS products will be error-free, uninterrupted, or free of vulnerabilities. We do not guarantee specific business outcomes from our consulting services.
10. Indemnification
You agree to indemnify, defend, and hold harmless Zenturi and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or in connection with your use of our services in violation of these Terms, your breach of any representation or warranty, or any third-party claim related to your use of deliverables provided by Zenturi.
11. Term and Termination
These Terms remain in effect for as long as you use our Site or services. Either party may terminate a consulting engagement as specified in the applicable SOW. For SaaS subscriptions, either party may terminate with 30 days' written notice at the end of any billing period. We may suspend or terminate your access to our services immediately if you breach these Terms, fail to pay fees when due, or engage in conduct that may harm Zenturi or other users. Upon termination, you must cease using our services and any deliverables for which payment has not been made in full. We will provide reasonable assistance in exporting your data from SaaS products for 30 days following termination.
12. Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations where such failure or delay results from circumstances beyond the reasonable control of that party, including natural disasters, acts of government, pandemic, internet or utility failures, or cyberattacks.
13. Dispute Resolution
Any dispute arising out of or in connection with these Terms shall first be attempted to be resolved through good-faith negotiation between the parties. If the dispute is not resolved within 30 days, either party may refer the matter to mediation administered in accordance with the laws of New Zealand. If mediation does not resolve the dispute, either party may pursue resolution through the courts of New Zealand, whose jurisdiction both parties submit to.
14. Governing Law
These Terms are governed by and construed in accordance with the laws of New Zealand. The parties submit to the non-exclusive jurisdiction of the courts of New Zealand.
15. Website Use
In using our Site, you agree not to use the Site for any unlawful purpose, attempt to gain unauthorised access to our systems, interfere with the proper functioning of the Site, or reproduce, distribute, or create derivative works from any content on the Site without our express written permission. We reserve the right to modify or discontinue any aspect of the Site at any time without notice.
16. Severability
If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.
17. Entire Agreement
These Terms, together with any applicable SOW and our Privacy Policy, constitute the entire agreement between you and Zenturi with respect to the subject matter hereof, and supersede all prior or contemporaneous communications, whether oral or written.
18. Changes to These Terms
We reserve the right to update these Terms at any time. Changes will be posted on this page with an updated effective date. For material changes, we will make reasonable efforts to notify affected clients. Your continued use of our services after changes are posted constitutes acceptance of the updated Terms.
19. Contact Us
If you have any questions about these Terms, please contact us at: