Terms of Service

These Terms of Service (the “Terms”) govern the supply of artificial-intelligence-enabled telephony reception services (the “Services”) by Tamaki AI, an unincorporated business based in Tāmaki Makaurau / Auckland, Aotearoa New Zealand (“Tamaki AI”, “we”, “us”, “our”), to the business customer identified in the relevant trial agreement, service order, or invoice (the “Subscriber”, “Client”, “you”, or “your”).

By executing a trial agreement, settling an invoice issued by Tamaki AI, configuring or activating an AI receptionist for inbound call answering, or continuing to access the website located at tamakiai.co.nz (the “Website”), you accept and agree to be bound by these Terms. If you do not agree, you must not use the Services.

These Terms are to be read together with the Privacy Policy and any signed service order, statement of work, or trial agreement, which together constitute the entire agreement between the parties in respect of the subject matter (the “Agreement”). Acceptance is binding under the Electronic Transactions Act 2002.

In these Terms, unless the context otherwise requires, the following capitalised terms have the meanings set out below. Capitalised terms not defined herein have the meaning given to them in the Privacy Policy or the relevant trial agreement, service order, or statement of work.

• Services: the AI-enabled telephony reception services supplied by Tamaki AI under your Subscription, including without limitation call answering, transcription, message-taking, appointment-booking, notification, and related functionality, all as described at Section 4.
• Caller: a natural person who places an inbound telephone call to a number serviced by the Services.
• Customer Data: the call audio, transcripts, AI-extracted booking and message data, Caller-supplied information, and other information generated when a Caller interacts with the Services. The Customer Data is owned by the Subscriber subject to Section 12.
• AI System: the prompts, prompt engineering, voice models, voice tuning, knowledge-base configurations, integrations, infrastructure, source code, and proprietary methods used by Tamaki AI to deliver the Services. The AI System is owned by Tamaki AI subject to Section 12.
• Subscription: the plan (Lite, Basic, Starter, Professional, Premium, or such custom plan as may be agreed in writing) selected by the Subscriber, comprising included call minutes, features, and recurring fees.
• Sub-Processor: any third-party service provider engaged by Tamaki AI to assist in the supply of the Services, as further described at Section 10 of these Terms and Section 7 of the Privacy Policy.
• Applicable Law: the laws of New Zealand and any other statute, regulation, code, order, or rule of any governmental or regulatory authority applicable to the supply of the Services.
• Force Majeure Event: has the meaning given at Section 19.

The Agreement is formed when the Subscriber undertakes any of the following acts:

• Execution of a Tamaki AI trial agreement or service order
• Settlement of an invoice issued in respect of the Services
• Activation or configuration of an AI receptionist for the answering of inbound telephony
• Continued use of the Services after notification of an updated version of these Terms in accordance with Section 22

Acceptance under any of the foregoing is binding for the purposes of the Electronic Transactions Act 2002 and the common law of contract as applied in New Zealand.

Tamaki AI provides AI-enabled telephony reception services for business customers established in New Zealand. The Services may include, without limitation:

• Continuous (24-hour) inbound call answering
• Conversational AI handling and response to frequently-asked-question content
• Appointment booking through supported third-party calendaring systems
• Message-taking and forwarding through electronic mail, short-message service, or supported messaging platforms
• Call transfer to a Subscriber-nominated destination
• Call recordings, transcripts, and AI-extracted structured data
• Multilingual reception (English, Mandarin, Korean, and such additional languages as may be enabled on higher-tier Subscriptions)

The precise scope and functionality of the Services attributable to a given Subscriber is determined by reference to the Subscription selected. Tamaki AI reserves the right to modify, supplement, or discontinue any feature in its sole discretion, provided that no such modification shall materially diminish the core functionality of the Services during a paid billing cycle without proportional credit or refund.

In order to be eligible to receive the Services, the Subscriber represents and warrants that it:

• Is, or is represented by, a natural person of not less than eighteen (18) years of age
• Is acting for the purposes of a bona fide trade, profession, or business
• Has the legal capacity and authority to bind the contracting entity to the Agreement
• Has provided accurate and complete registration and billing information
• Is in compliance with all Applicable Law

Tamaki AI reserves the right, in its sole discretion, to decline to supply the Services to any prospective Subscriber, including without limitation any prospective Subscriber whose activities involve adult content, illegal goods or services, multi-level marketing schemes, scam operations, or activities that, in the reasonable judgment of Tamaki AI, present reputational risk.

6.1 Billing cycle

• Subscriptions are billed in advance on a monthly basis through a third-party payment-processing provider
• The billing date is the date on which the first invoice is issued and recurs on the corresponding day of each calendar month
• Setup fees, where applicable to the Subscription, are billed prior to commencement of the Services

6.2 Usage and overages

• Each Subscription tier includes a defined volume of AI call minutes per calendar month
• Usage above the included volume is billed at the prevailing overage rate disclosed at the point of subscription
• Overage charges are calculated at the close of each billing cycle and added to the subsequent invoice

6.3 Taxes

Tamaki AI is presently not registered for Goods and Services Tax (GST), operating below the registration threshold specified in the Goods and Services Tax Act 1985. Upon crossing the registration threshold, Tamaki AI will register, charge GST in addition to the listed fees, and notify active Subscribers in advance.

6.4 Pricing changes

Tamaki AI may, from time to time, modify the fees applicable to the Services upon not less than thirty (30) days’ prior written notice. Revised fees take effect from the first billing cycle commencing after the expiry of the notice period. A Subscriber who does not accept the revised fees may terminate the Subscription pursuant to Section 15 prior to the effective date.

6.5 Failed payments

In the event that an instalment of the recurring fee fails to settle, Tamaki AI will issue notice and reattempt collection within seven (7) calendar days. Failure of payment to remain unresolved beyond seven (7) calendar days entitles Tamaki AI to suspend the Services. Failure of payment to remain unresolved beyond thirty (30) calendar days entitles Tamaki AI to terminate the Subscription.

The Subscriber covenants and agrees to:

• Provide accurate and complete information for the configuration of the AI receptionist
• Disclose to Callers, through its own public-facing channels and through the opening line of the AI, that calls may be answered by an automated system and may be recorded
• Maintain current contact, billing, and integration credential information
• Notify Tamaki AI as soon as reasonably practicable of any service issue or suspected breach
• Verify material information (including without limitation appointment times and contact details) captured by the Services prior to relying upon it
• Maintain the confidentiality of account credentials and not permit unauthorised access
• Comply with all Applicable Law in the use of the Services

The Subscriber must not, and must not permit any third party to, use the Services to:

• Transmit unsolicited commercial electronic messages, or otherwise act in contravention of the Unsolicited Electronic Messages Act 2007
• Harass, threaten, defame, or intimidate any natural person
• Engage in fraud, deception, impersonation, or any conduct in contravention of the Crimes Act 1961 or the Fair Trading Act 1986
• Collect Personal Information from Callers without a lawful basis under the Privacy Act 2020
• Extract, reverse-engineer, copy, decompile, disassemble, or otherwise derive the source, structure, or trade secrets of the AI System
• Probe, scan, or test the security or vulnerability of the Services or related infrastructure
• Operate in any sector or industry in respect of which Tamaki AI has, in accordance with Section 5, declined to supply the Services
• Use voice synthesis features to impersonate any natural person without that person’s documented consent
• Contravene any other Applicable Law, whether of New Zealand or any other applicable jurisdiction

Any breach of this Acceptable Use Policy entitles Tamaki AI to immediate suspension under Section 14 and termination under Section 15, in either case without refund and without prejudice to any other right or remedy.

The Subscriber acknowledges that the Services rely on artificial intelligence and large-language-model technology of an evolving and probabilistic character. Without limitation, the Subscriber acknowledges and agrees that:

• The AI may misinterpret names, electronic mail addresses, dates, prices, and other particulars
• The AI may generate inaccurate or fabricated output (commonly referred to as “hallucinations”)
• The AI may fail to handle any given edge case, accent, dialect, or unusual scenario
• Multilingual support is provided on a best-efforts basis; translation accuracy varies by language, accent, and acoustic environment
• The Services do not constitute, and are not a substitute for, professional advice in any regulated field, including without limitation legal, medical, financial, or insurance advice
• The Subscriber bears sole responsibility for the verification of material information captured by the Services prior to acting upon it

The Services are supplied on an “as is” and “as available” basis. To the maximum extent permitted by Applicable Law, Tamaki AI excludes all representations, warranties, and conditions, whether express or implied by statute, common law, or otherwise, as to the fitness of the Services for any particular purpose, the accuracy of AI-generated output, or the uninterrupted operation of the Services.

Nothing in this Section 9 excludes, restricts, or modifies any statutory right or remedy that the Subscriber may have in its capacity as a consumer under the Consumer Guarantees Act 1993. Section 17 sets out the manner in which the parties have contracted out of that Act in respect of Services acquired for the purposes of a business.

The supply of the Services is dependent upon a network of third-party service providers (each, a “Sub-Processor”) engaged by Tamaki AI to provide specialised infrastructure and functionality. Sub-Processors are categorised in accordance with Section 7 of the Privacy Policy.

For commercial reasons and the preservation of the integrity of Tamaki AI’s service architecture, the public-facing terms identify Sub-Processors only by category. An itemised list of current Sub-Processors will be provided to any active Subscriber upon written request to the Privacy Officer, subject to the confidentiality obligations of the Agreement.

Each Sub-Processor operates under its own terms of service and privacy framework. Tamaki AI is not responsible, and accepts no liability, for any outage, error, omission, or act of any Sub-Processor that lies outside Tamaki AI’s reasonable control. Such events are Force Majeure Events within the meaning of Section 19.

Tamaki AI may, from time to time, add, remove, or substitute Sub-Processors in its sole discretion. Material changes to the categorical composition of the Sub-Processor stack will be notified to active Subscribers by electronic mail not less than fourteen (14) days prior to the change taking effect.

11.1 Customer Data (Subscriber-owned)

• Call recordings and transcripts generated by inbound calls to the Subscriber
• Booking records, message logs, and Caller data captured through the Services
• Business configuration content (operating hours, services, frequently-asked questions, transfer destinations) supplied by the Subscriber

11.2 AI System (Tamaki AI-owned)

• The AI prompts, prompt engineering, and prompt architecture developed by Tamaki AI
• Voice models, voice configurations, and voice tuning
• Integration code, automation workflows, and supporting infrastructure
• The Tamaki AI name, brand, logo, trade dress, and the Website
• All software, source code, and proprietary methods used in the supply of the Services

Tamaki AI is entitled to use aggregated, de-identified data derived from the operation of the Services across the entirety of its Subscriber base for the purposes of improving the operational performance, reliability, and accuracy of the Services. Tamaki AI shall not use Customer Data in any manner that could reasonably identify an individual Caller or that would compromise the commercially sensitive information of a Subscriber.

All intellectual property in the AI System, the Tamaki AI name, brand, and the Website (including without limitation copyright, trade-mark, design, and trade-secret rights) vests in Tamaki AI or its licensors. The Subscriber is granted, for the duration of the Subscription, a non-exclusive, non-transferable, revocable licence to access and use the Services for its internal business purposes. This licence terminates immediately upon the expiry or termination of the Subscription.

The Subscriber retains all intellectual property in the Customer Data and hereby grants Tamaki AI a non-exclusive, royalty-free, worldwide licence to process the Customer Data for the sole purpose of supplying the Services and performing Tamaki AI’s obligations under the Agreement.

Tamaki AI targets ninety-nine point five percent (99.5%) monthly uptime on a best-efforts basis. Tamaki AI gives no warranty as to uninterrupted operation of the Services and does not offer service-level credits in respect of downtime. Tamaki AI will give advance notice of scheduled maintenance where reasonably practicable.

Downtime, degradation, or interruption attributable to a Sub-Processor or to any other Force Majeure Event is governed by Section 19 and does not entitle the Subscriber to a refund, credit, or other remedy.

Tamaki AI may suspend the Services immediately if the Subscriber:

• Acts in breach of the Acceptable Use Policy at Section 8
• Causes harm, abuse, or excessive load on Tamaki AI’s infrastructure
• Is the subject of a credible legal or regulatory complaint
• Fails to settle an invoice that remains unresolved seven (7) or more calendar days after notice

Tamaki AI will provide notice of any suspension and the reason therefor where reasonably practicable. Suspension does not relieve the Subscriber of liability for fees accrued prior to the date of suspension.

15.1 Termination by the Subscriber

The Subscriber may terminate the Agreement at any time by providing written notice to Tamaki AI at tamakiaiagency@gmail.com. Termination takes effect at the close of the then-current billing cycle. No further fees shall be charged in respect of subsequent billing cycles. The Subscriber is not entitled to a refund of fees paid in respect of the then-current billing cycle.

15.2 Termination by Tamaki AI

Tamaki AI may terminate the Agreement:

• On not less than thirty (30) days’ written notice, in its sole discretion
• With immediate effect on material breach of these Terms (including without limitation the Acceptable Use Policy) that is not cured within seven (7) calendar days of notice
• With immediate effect on non-payment in accordance with the procedure at Section 6.5
• With immediate effect where the continued supply of the Services would be in breach of Applicable Law

15.3 Consequences of termination

• The Subscriber’s right to access and use the Services terminates on the effective date of termination
• Upon written request received within thirty (30) days of termination, Tamaki AI will provide an export of the Customer Data in comma-separated value (CSV) or JavaScript Object Notation (JSON) format, delivered through a secure download mechanism
• Following the expiry of the export window, Customer Data is subject to deletion in accordance with the retention schedule set out at Section 9 of the Privacy Policy
• Fees paid in respect of the then-current billing cycle are not refundable, save in the event of a material breach by Tamaki AI
• The provisions of Sections 11, 12, 17, 18, 20, 21, and 23 survive termination of the Agreement

The following refund framework applies:

• Setup fees: not refundable once setup work has commenced, in proportion to the work performed by Tamaki AI as at the date of the refund request
• Monthly subscription fees: not refundable in respect of partial billing cycles. No early-termination charge applies.
• Service failure attributable to Tamaki AI: Tamaki AI may, in its sole discretion, offer a pro-rata credit. The Subscriber must notify Tamaki AI within fourteen (14) calendar days of the incident.
• Service failure attributable to a Sub-Processor or other Force Majeure Event: not refundable, see Section 19
• Overage charges: billed in reliance on Sub-Processor logs. Disputed overages will be investigated within seven (7) calendar days of receipt of a written request.

To the maximum extent permitted by Applicable Law, the aggregate liability of Tamaki AI to any Subscriber arising out of or in connection with the Services, whether in contract, tort (including negligence), under statute, or otherwise, is limited to an amount equal to the fees actually paid by that Subscriber to Tamaki AI during the twelve (12) months immediately preceding the event giving rise to the claim.

Without prejudice to the foregoing and to the maximum extent permitted by Applicable Law, Tamaki AI shall not be liable for any indirect, consequential, special, incidental, or exemplary damages, including without limitation lost profits, lost bookings, loss of data, loss of goodwill, or business interruption, irrespective of whether Tamaki AI was advised of the possibility of such damages.

Consumer status. Nothing in this Section 17 excludes, restricts, or modifies any right or remedy that the Subscriber, in its capacity as a consumer, may have under the Consumer Guarantees Act 1993 or the Fair Trading Act 1986.

Contracting-out for business use. Where the Services are acquired by the Subscriber for the purposes of a business within the meaning of section 2 of the Consumer Guarantees Act 1993, the parties acknowledge and agree that it is fair and reasonable that they be bound by this Section 17, and that the Consumer Guarantees Act 1993 does not apply to the supply of the Services pursuant to section 43 of that Act. The Subscriber acknowledges that the fees payable have been set in reliance on this exclusion.

The Subscriber shall indemnify, defend, and hold harmless Tamaki AI, its co-founders, employees, contractors, and representatives from and against any and all claims, losses, damages, costs, and expenses (including without limitation reasonable legal fees on a solicitor-and-own-client basis) arising out of or in connection with:

• Any breach by the Subscriber of these Terms or the Acceptable Use Policy
• Any breach by the Subscriber of Applicable Law in connection with the use of the Services
• The Subscriber’s handling of Caller information following its delivery by the Services
• Any claim by a Caller relating to the Subscriber’s privacy practices, in circumstances where Tamaki AI’s involvement is limited to the processing of the call on the Subscriber’s behalf
• The use of voice-synthesis features without the documented consent of the relevant voice donor

Neither party shall be liable for any failure or delay in the performance of its obligations under the Agreement (other than an obligation for the payment of money) to the extent that such failure or delay is caused by an event beyond that party’s reasonable control (a “Force Majeure Event”). Force Majeure Events include, without limitation:

• Outage, error, degradation, suspension, or termination of any Sub-Processor
• Outage of the public internet, internet service provider, or domain-name system
• Natural disaster, fire, flood, storm, earthquake, or volcanic activity
• Pandemic, epidemic, public health emergency, or quarantine
• Act, order, or requirement of any governmental, regulatory, or judicial authority
• War, terrorism, insurrection, civil unrest, cyberattack, or denial-of-service attack
• Strike, lock-out, or other industrial action
• Failure of utility supply (electricity, telecommunications, water)

The party affected by a Force Majeure Event will, where reasonably practicable, notify the other party of the nature and expected duration of the event and use reasonable efforts to resume performance.

Prior to the commencement of any proceedings in respect of a dispute arising out of or in connection with the Agreement, the parties agree to undertake the following tiered resolution process:

1. Direct negotiation: the complainant party shall notify the other party in writing at tamakiaiagency@gmail.com. The other party shall respond within five (5) working days and the parties shall negotiate in good faith to resolve the dispute.
2. Mediation: if the dispute remains unresolved after fourteen (14) calendar days, either party may propose mediation through a mediator selected from the panel maintained by the Arbitrators and Mediators Institute of New Zealand.
3. Litigation: failing resolution by negotiation or mediation, either party may commence proceedings in the courts of New Zealand of competent jurisdiction. Disputes within the monetary jurisdiction of the Disputes Tribunal may be referred to that Tribunal at the election of either party.

Nothing in this Section 20 prevents either party from seeking urgent injunctive or equitable relief from a court of competent jurisdiction.

The Agreement is governed by, and shall be construed in accordance with, the laws of New Zealand. The parties irrevocably submit to the exclusive jurisdiction of the courts of New Zealand in respect of any matter arising out of or in connection with the Agreement.

Tamaki AI reserves the right to amend, modify, supplement, or replace these Terms from time to time in its sole discretion. Material amendments shall be notified to active Subscribers by electronic mail to the registered email address not less than fourteen (14) calendar days prior to the effective date of such amendment. Continued use of the Services following the effective date constitutes acceptance of the amended Terms.

The “Last updated” date appearing at the head of these Terms reflects the date of the most recent amendment. Prior versions of these Terms are maintained internally by Tamaki AI and may be provided to an active Subscriber upon written request.

23.1 Entire agreement. The Agreement constitutes the entire agreement between the parties in respect of the subject matter and supersedes all prior representations, agreements, statements, and understandings, whether oral or written.

23.2 Severability. If any provision of these Terms is held by a court or tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

23.3 Assignment. The Subscriber may not assign, novate, or otherwise transfer its rights or obligations under the Agreement without the prior written consent of Tamaki AI. Tamaki AI may assign or novate these Terms to any successor in connection with a merger, acquisition, restructure, or sale of business.

23.4 No waiver. No failure or delay by Tamaki AI in exercising any right under these Terms operates as a waiver of that right.

23.5 Headings. Headings are provided for convenience only and do not affect the interpretation of these Terms.

23.6 Counterparts. Where any agreement ancillary to these Terms is executed in counterpart, each counterpart shall constitute an original and all counterparts together shall constitute one and the same instrument.

23.7 No partnership. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

Notices under the Agreement are validly given when transmitted by electronic mail to the registered email address of the recipient, or, in the case of Tamaki AI, to the address below.

Tamaki AI
Email: tamakiaiagency@gmail.com
Telephone: 021 0906 0600
Postal address: Auckland, Aotearoa New Zealand

Further consumer-protection information for New Zealand business customers is published by the Ministry of Business, Innovation and Employment at consumerprotection.govt.nz.