Terms of service.

Document:

Terms of Service

Version:

Demo 1.0

Last updated:

16 May 2026

Governing law:

New Zealand

1. Scope of the engagement

Every Coupland Consulting engagement starts with a written Statement of Work (the "SOW"). The SOW is the source of truth for what we are doing together, and it overrides anything more general that appears in these terms.

A typical SOW will record:

• The named client (your business) and the named principal (Craig Coupland, or a named delegate).
• The objective of the engagement in plain English, and what success looks like.
• The specific deliverables we are committing to (e.g. a 20-page readiness audit, a tool comparison matrix with five candidate tools assessed, a documented workflow design, a one-day team training).
• The agreed timeline, with milestone dates and the expected delivery date.
• The fixed fee for the work, the payment schedule, and any expenses that may be passed through.
• Any assumptions we are making about what you will provide (e.g. access to stakeholders, sample data, existing documentation).
• Anything explicitly out of scope, so neither side is surprised later.

If something material changes during the engagement (you discover an unforeseen integration, a stakeholder leaves, the regulatory landscape shifts), we will agree a written change to the SOW before we keep going. We do not do scope creep without paper.

We are an AI strategy and implementation practice. We are not a FAP-licensed financial advice firm, a law firm, an accountancy firm, or an IT managed-services provider. Where an engagement uncovers a question that needs one of those, we will tell you and (if you like) refer you to someone licensed.

2. Fees and payment

Coupland Consulting works on fixed fees, not hourly rates. The fee for any engagement is agreed up front in the SOW, and does not change unless the scope changes by written agreement.

Standard payment terms are:

• Deposit: 30% of the agreed fee, invoiced at SOW signing, payable within 7 days. Work starts on receipt.
• Milestone or final invoice: balance invoiced on completion of the agreed milestone, or on delivery of the final deliverable.
• Payment terms: 14 days from invoice date.
• GST: all fees are quoted exclusive of GST. GST is added at the prevailing NZ rate.
• Expenses: travel outside the Bay of Plenty, third-party software costs (e.g. evaluation licences), and any other pass-through cost is itemised on the SOW and billed at actual cost with no markup. We do not pass through expenses you have not agreed to in advance.
• Late payment: invoices unpaid after 14 days attract a late fee of 1.5% per month on the outstanding balance. We would rather have a conversation, so if cashflow is tight, tell us early.

For ongoing retainers (such as the Fractional AI Director service), fees are invoiced monthly in advance, on the first business day of the month. Retainers can be paused or cancelled with 30 days written notice on either side.

3. Confidentiality

Every engagement is covered by mutual confidentiality. Each side agrees to treat the other's confidential information with at least the same care it gives its own, and to use that information only for the purpose of delivering the engagement.

"Confidential information" includes, but is not limited to:

• Anything we are shown that is marked confidential, or that a reasonable person would understand to be confidential.
• Your client lists, supplier relationships, internal financials, employment matters, and strategic plans.
• Your existing AI tooling, prompts, and any internal documentation reviewed during the engagement.
• The substance of the deliverables we produce for you, before they are public.
• From our side: our methodology, templates, evaluation frameworks, and pricing logic.

Confidentiality survives the engagement indefinitely. We will sign a separate NDA on your paper if you prefer that to relying on this clause, and we routinely do.

Where the work involves us putting your information into AI tools, the additional rules in section 6 also apply.

4. Intellectual property

Two simple rules cover the IP side of most engagements:

• Deliverables become yours on payment. The bespoke work we produce specifically for your engagement (your audit report, your tool comparison matrix, your workflow specification, your runbook, your training deck) becomes your property once we have been paid in full for the work. You can use it, share it inside your business, and adapt it however you like.
• Methodology and templates remain ours. The frameworks, evaluation scorecards, prompt libraries, document templates, and process IP that we bring into the engagement (and that pre-dates it, or that we develop for use across multiple clients) remain Coupland Consulting's property. You get a perpetual, royalty-free licence to use them inside your business, but not to repackage and sell them as your own product or service.

Client materials provided to us during the engagement (your data, your documents, your existing software) remain yours throughout. We return or destroy any such materials on request after the engagement ends.

Where the engagement produces work that we would like to use anonymously as a case study or example, we will ask you in writing first. You are free to say no without any impact on the engagement.

5. Limitation of liability

Coupland Consulting brings care, judgement, and best-effort professional standards to every engagement. We do not, however, accept unlimited financial exposure for advice that, by its nature, must be acted on by your team in your specific commercial context. The following caps apply:

• Our total aggregate liability to you, for any matter arising out of or connected with an engagement, is capped at the total fees paid to Coupland Consulting under that engagement.
• We exclude liability for any indirect, consequential, or special loss, including (without limitation) lost profits, lost business opportunities, lost data, reputational damage, or third-party claims.
• We do not provide and will not pretend to provide advice that requires a regulated licence we do not hold. This explicitly includes regulated financial advice, legal advice, tax advice, and medical advice. Where an engagement touches one of those, we will refer you to a suitably licensed adviser. Acting on something we have said without separate professional advice in those areas is at your own risk.
• Nothing in this clause limits any right you have under the Consumer Guarantees Act 1993 or the Fair Trading Act 1986, where those Acts apply.

We carry professional indemnity insurance appropriate to the practice. Details are available on request.

6. AI-specific terms

Because we are an AI consulting practice, AI tooling deserves its own clause rather than being buried in confidentiality.

• We use AI tools in our work. Claude, ChatGPT, Microsoft Copilot, Google Gemini, and a small set of specialist tools (e.g. Perplexity, Cursor) all show up in how we research, draft, and check the work we deliver. The tool list evolves with the market.
• We disclose which tools we used. On request, or as a standing line in the engagement summary, we tell you which AI tools were in the loop on which parts of the work.
• We do not paste your sensitive data into public AI models. Names, contact details, financial figures, client lists, employment records, regulatory submissions, and any other directly identifying or sensitive material is stripped or anonymised before it reaches a third-party model. The rules are spelt out in our privacy policy and apply across every engagement.
• Paid, privacy-aware tiers only. Where we use a third-party AI tool in your engagement, we use the business or enterprise tier with training opt-out enabled and minimum-retention settings applied.
• Outputs are human-reviewed before delivery. Nothing produced by an AI tool reaches you as a final deliverable without human review and correction. AI is part of the toolchain, not the signoff.
• You can veto a vendor. If your firm has a policy against a named AI vendor, tell us at the SOW stage and we will work around it for that engagement.

7. Term and termination

Engagements run for the duration set out in the SOW. Either side can terminate an engagement early by giving the other 30 days written notice. On termination:

• You pay for the work done up to the date of termination, calculated against the milestones in the SOW or, where no milestone has been reached, against the deliverable proportion completed in good faith.
• We deliver to you any work-in-progress that is recoverable as a useful artefact.
• We return or destroy your confidential materials, at your election, within 30 days of termination.
• The clauses that are intended to survive (confidentiality, IP, liability, governing law) survive termination.

Either side may terminate immediately, without notice, if the other side commits a material breach that is not remedied within 14 days of being asked to remedy it in writing, or if either side becomes insolvent or enters voluntary administration.

8. Governing law and disputes

These terms, and every engagement we accept, are governed by the laws of New Zealand. The NZ courts have non-exclusive jurisdiction.

Where a dispute arises that the two of us cannot settle by talking about it, we agree to the following sequence before either side goes to court:

1. Direct discussion in good faith between the named principals on each side, within 15 working days of the dispute being raised in writing.
2. Mediation, if direct discussion does not resolve the matter. The mediator is appointed by mutual agreement, or failing that, by the President of the Resolution Institute (NZ chapter). Mediation is held in Tauranga unless we both agree to another venue (including video). Each side bears its own costs and shares the mediator's fee.
3. Arbitration, if mediation does not resolve the matter within 30 days of the first session. Arbitration is held in Tauranga under the Arbitration Act 1996, with a single arbitrator appointed in the same way as the mediator.

This sequence does not prevent either side from seeking urgent interim relief from the NZ courts where genuinely needed (e.g. an injunction to protect confidential information).

9. Changes to these terms

We may update these general terms from time to time, for example when the law changes, when a new service line is launched, or when our AI tooling changes materially. The "last updated" date at the top of this page reflects the most recent revision.

For any engagement already in flight, the terms in force at the date of the SOW continue to apply unless we and you agree in writing to adopt a newer version. For any new engagement, the version of these terms current at the date of SOW signing applies. Continued use of our services after a published update constitutes acceptance of the updated terms for new engagements.

Questions about these terms before signing an SOW? Get in touch and Craig will answer.