Terms of Services

Terms and Conditions (simplified)

Introduction These terms and conditions ("Terms") apply to all services, workshops, online courses, and AI agent development provided by Waboom AI Limited ("we," "us," or "our"). By engaging with our services, purchasing a workshop or online course, or using our AI agents, you agree to these Terms.

3. Services 3.1. Payment Terms:

50% of the total setup services is payable upfront before work commences.

The remaining 50% is due upon completion of the service. 3.2.

Refund Policy: Payments made are non-refundable, except in cases where we are unable to deliver the agreed-upon service.

4. Intellectual Property (IP)
4.1. All intellectual property rights in AI agents or other deliverables developed by Waboom AI Limited remain the sole property of Waboom AI Limited unless explicitly agreed otherwise in writing.
4.2. You are granted a non-exclusive, non-transferable license to use the AI agents for your business under these Terms.

5. AI Agent Usage and Fees
5.1. Monthly fees are charged for the usage of AI agents developed by us.
5.2. Monthly fees must be paid in advance and are non-refundable.
5.3. Failure to pay monthly fees may result in suspension or termination of access to the AI agent.
5.4 Our voice agent charges per the second. We do not round up to the minute.

6. General 6.1. Limitation of Liability: To the maximum extent permitted by New Zealand law, we are not liable for any indirect, incidental, or consequential damages arising from our services, workshops, online courses, or AI agents.
Limitations of Liability
6.1. We are not responsible for any errors, inaccuracies, or incorrect outputs generated by AI agents or processes.
6.2. We are not liable for AI agents failing to automate tasks or achieve expected results due to changes in AI processes or limitations in automation capabilities.
6.3. We are not responsible for any loss of data, financial losses, or consequential damages arising from the use of our services, workshops, online courses, or AI agents.
6.4. You acknowledge that AI technologies are inherently subject to change and may not always operate as intended or predicted.
6.5. To the fullest extent permitted by New Zealand law, our total liability for any claims arising under these Terms shall be limited to the amount paid for the specific service or product giving rise to the claim.

7. Governing Law: These Terms are governed by and construed in accordance with the laws of New Zealand. Any disputes arising under these Terms will be subject to the exclusive jurisdiction of New Zealand courts. 6.3. Amendments: We reserve the right to update or amend these Terms at any time. Any changes will be posted on our website and will apply to future transactions.

Privacy Policy

8.1. Data Collection: All information collected during calls, will be passed on to complete tasks agreed by both parties. Our dashboards keep recordings of all calls.
Data can be removed after 180 days.
8.2. Use of Information: Your information is used solely for the purposes of delivering our services, processing payments, and improving our offerings. We do not share your personal information with third parties except as required to deliver services (e.g., payment processors) or by law.
8.3. Data Security: We take reasonable steps to protect your personal information from unauthorized access, disclosure, or misuse. Please see our security page for more informaion.
8.4. Your Rights: You have the right to access, correct, or delete your personal information by contacting us.
8.5. Cookies and Tracking: Our website may use cookies or similar technologies to enhance user experience and analyze site traffic. By using our website, you consent to this use.

9. General
9.1. Limitation of Liability: To the maximum extent permitted by New Zealand law, we are not liable for any indirect, incidental, or consequential damages arising from our services, workshops, online courses, or AI agents.
9.2. Governing Law: These Terms are governed by and construed in accordance with the laws of New Zealand. Any disputes arising under these Terms will be subject to the exclusive jurisdiction of New Zealand courts.
9.3. Amendments: We reserve the right to update or amend these Terms at any time. Any changes will be posted on our website and will apply to future transactions.

Consulting & Development

8. Client Responsibilities

The Client agrees to provide timely access to necessary information, systems, and personnel to enable Waboom AI to fulfill its obligations under this Agreement. Delays or deficiencies in such access may necessitate adjustments to the project timeline or scope.

9. Confidentiality

Both parties agree to maintain the confidentiality of all proprietary information exchanged during the term of this Agreement. This includes, but is not limited to, business strategies, trade secrets, and client data. The obligations of confidentiality shall survive the termination of this Agreement.

10. Intellectual Property & Data Handling

  • Third-Party Integrations:
    Any intellectual property arising from third-party integrations shall remain the property of Waboom AI Limited.

  • Data Handling:
    Waboom AI Limited will not retain or store client data beyond the scope of the engagement necessary to deliver the contracted services.

  • General IP:
    Any intellectual property developed specifically for the Client as part of this engagement, excluding third-party integrations, shall be deemed the property of the Client upon full payment, with Waboom AI retaining the right to use general methodologies, ideas, or concepts not unique to the Client’s business

    Full Terms and Conditions

  • Provision of Services

    Waboom will provide all Services

    • as set out in the relevant Engagement, at the times and in the manner specified in each such document

    • within the fee estimate or cap specified in the relevant Engagement

    • so as to meet, or better, all applicable service levels specified in the relevant Engagement

    • so that they meet customer_name's requirements, as specified in, or documented under, the relevant Engagement

    • securely and free from errors or defects, and able to interact with other software without error

    • in a proper, timely, and efficient manner using the standard of care, skill, and diligence that would reasonably be expected of a prudent and experienced provider of services that are similar to the Services

    • in accordance with this Agreement, all of customer_name's reasonable directions, policies, and procedures that have been notified to us, and in accordance with all applicable laws; and

    • in cooperation with customer_name and any other third parties or service providers to customer_name

  • Order of Precedence

    In the event of any conflict, ambiguity, or uncertainty between any parts of this Agreement, the order of precedence will be as follows:

    • an Engagement

    • any variation to this Agreement agreed in writing between authorised representatives of the parties after the date of this Agreement

    • the MSA, being this document

  • Reliance on Client Information

    You agree to provide to us on a timely basis the information we reasonably require to provide our Services. You warrant that the information provided by you, or on your behalf, will be accurate and complete, and unless otherwise agreed in writing, we will rely on that information without further verification.

    We undertake to report to you if we have cause to believe that information provided to us by, or on behalf of, you is not reliable.

    You agree that for the purposes of carrying out our responsibilities in any Engagement, we should not be treated as having notice of information, which may have been provided to individuals within this firm who are not involved.

    Intellectual Property Rights Use and Ownership

    Unless otherwise agreed in writing:

    To the extent that the Deliverable comprises or incorporates, or the use of any Deliverable relies on the use of:

    • Our Existing Material

    • any enhancement or modification to our Existing Material; or

    • the Developed Software 

  • in which we own, or co-own, the Intellectual Property Rights, we grant you, and any contractors acting on your behalf, and you accept, a non-exclusive and non-transferable license to exercise for your business purposes (excluding resale), those Intellectual Property Rights for the Term of our Engagement, and if the Term is extended, pay the annual fees as determined by you for the extended Term.


    The Licence granted above is granted on the basis you must: 

    • pay the Fees in the manner set out in each Engagement

    • use our Existing Material and the Developed Software for lawful purposes only and must not copy (except making a single copy for your own back-up purposes), reproduce, translate, decompile, reverse-engineer, resell, modify, vary, sub-license, or otherwise deal in our Existing Material and the Developed Software, except as expressly provided for in any Engagement

    • ensure our Existing Material and the Developed Software are protected at all times from misuse, damage, destruction, or any form of unauthorised use, copying, or disclosure

    • maintain all proprietary notices on our Existing Material and the Developed Software

    • not transfer, assign, or otherwise deal with, or grant, a security interest in our Existing Material and the Developed Software, or your rights under this Agreement

    • not challenge our ownership in, or the validity of, our Existing Material or the Developed Software, or any other item or material created or developed by us, or by us on behalf of you, under, or in connection with, this Agreement (including the Intellectual Property Rights in those items)

    • notify us in writing immediately after you become aware of any circumstance which may suggest that any person may have unauthorised knowledge, possession, or use of our Existing Material or the Developed Software; and

    • On the expiry of the Agreement and all Engagements, and a license fee is no longer paid, allow us to remove the Developed Software, Deliverables (to the extent the Deliverables are not owned by you) and any other Intellectual Property we own from your environment or tenant that those items have been deployed on, or from, any other environment controlled by you

  • In providing the Developed Software and Deliverables under the agreement, we agree to: 

    • Warrant that no Deliverables or the Developed Software will infringe any third-party intellectual property rights

    • use your Existing Material for lawful purposes only and not copy (except making a single copy for our own back-up purposes), reproduce, translate, decompile, reverse-engineer, resell, modify, vary, sub-license, or otherwise deal in your Existing Material, except as expressly provided for in any Engagement 

    • ensure your Existing Material is protected at all times from misuse, damage, destruction, or any form of unauthorised use, copying, or disclosure

    • not transfer, assign, or otherwise deal with, or grant, a security interest in your Existing Material, or our rights under this Agreement

    • not challenge your ownership in, or the validity of, your Existing Material

    • notify you in writing immediately after we become aware of any circumstance which may suggest that any person may have unauthorised knowledge, possession, or use of your Existing Material; and

    • On the expiry of the Agreement, and all Engagements, to delete all your Existing Materials, and to issue a certificate evidencing compliance with this provision

  • For the avoidance of doubt, the Parties agree that any Warranty provided by Waboom does not apply to the Third-Party Material described above. 

    • The parties acknowledge that your right to use the Developed Software ceases at the termination of the later of this Agreement or Engagement, or when no Licence to use exists, as relevant

  • Limited Audience

    No Services, reports, deliverables, advice, or other information, nor any part, or copies thereof (in this clause ‘Information’), provided to you may be passed on, or made available to be used, or relied upon by any third-party claiming them to be your own, without first obtaining our written consent. In giving such consent we reserve the right to:

    • set the terms for provision or use of the Information to be provided; and/or

    • require the third-party to enter into a direct relationship with us

  • We disclaim all liability to any third-party for all costs, damage, and liability that the third-party may suffer, or incur, arising from, or relating to, or in any way connected with the provision of the Information to the third-party without our prior written consent.

    Subcontractors/Sole Recourse

    Waboom is wholly owned by its directors and/or respective companies. Waboom has a variety of permanent subcontractors that are a vital part of our team. In delivering Engagements, we may use the services of subcontractors (to assist us in providing Services to you), in which case they are deemed to be acting as our servants, or agents, and we are liable for their activities as if they were in all respects our staff.

    Waboom ensures that each Subcontractor engaged complies with the terms of this agreement including:

    • Confidentiality

    • Health and Safety, and

    • Obligations in respect of privacy, data protection and security, and virus protection procedures

  • Warranty 

    • Waboom warrant that all subcontractors engaged will be properly qualified, well trained, and adequately experienced to perform the duties allocated to them

  • Supplier remains liable 

    • Any subcontracting will not relieve Waboom from any of its obligations under this agreement, or expand customer_name's obligations under this agreement

    • We remain responsible for all obligations, services, and functions performed by any subcontractors to the same extent as if those obligations, services, and functions were performed by Waboom

  • Warranty

    Waboom warrants that the technology solution will be fit for its intended purpose. Waboom, when delivering a technology solution, will provide patches and fixes for agreed bugs or issues related to the scope of the Engagement. The Grace Period is 10 working days from launching your campaign.

    The Milestone Delivery is in dispute if either Party informs the other in writing outlining the reasons for the dispute. Both Parties will attempt to agree the activities required to reach a satisfactory completion date.

    All changes not detailed in the Engagement or after the Grace Period has passed are the responsibility of customer_name, and require a separate Engagement. 

    The following items are excluded from this Warranty:

    • Time and Material Engagements

    • Issues relating to data quality provided by the client

    • Issues relating to changes made by any party other than Waboom

    • Commercial software provided by third parties, including degradation of features

  • Subject to customer_name continuing to Licence the Developed Software from Waboom, this warranty survives termination of this MSA and/or any Engagement

    Indemnity and Limitation of Liability

    Waboom will indemnify customer_name against any costs, claims, losses, and liabilities customer_name suffers or incurs as a result of any breach by Waboom of its obligations under this MSA or Engagement.

    All of our liability (including interest and costs) to you, concerning the subject matter of this Agreement, including the liability of any of our directors, partners, employees, subcontractors, or agents, shall be limited to the total value of the individual Engagement in dispute. Where there is more than one party to this Agreement (other than us), the limit of liability will have to be allocated among you. It is agreed that, save where an allocation is expressly stated in our Agreement, such allocation will be entirely a matter for you, and you should be under no obligation to inform us of the allocation. If (for whatever reason) no such allocation is agreed, you should not dispute the validity, enforceability, or operation of the limit of liability on the grounds that no such allocation was agreed.

    No Consequential Loss

    In no circumstances will we be liable to you for accidental, indirect, special, punitive, or consequential damages whatsoever (including loss of profits) even if we have been advised of, knew, or should have known, of the possibility of such loss or damage.

    Solicitation of Staff

    Both parties undertake that, during the term of this Agreement, and for a period of twelve months following the completion of our last Engagement that we will not:

    • solicit, or entice, away (or assist anyone else in soliciting or enticing away) each other’s employees or any partner, associate, or independent contractor of the client or Waboom, or

    • Contract, or seek advice, whether paid or not, from any such person or engage them in any way to provide Services

    • These provisions do not apply where any employee responds to an advertised position by the other party

  • Health & Safety

    At all times while visiting each other’s premises all employees and sub-contractors will abide by all procedures and rules set out in the respective Health and Safety policy and take responsibility for all health and safety matters within their control.

    Retention of Title

    Notwithstanding anything else in these Terms and Conditions, any intellectual property we have agreed to create for you (and give you ownership of) as part of the Services under any Engagement, shall remain vested in Waboom and shall not pass to you until you have paid us in full for the Services (and we have received this payment in cleared funds).

    Termination of Engagements

    Any Engagement may be terminated by either party with 90 days written notice to the other. Termination will not affect your obligation to pay our fees for all Services performed and costs incurred until the date on which the termination takes effect. Any provision of these Terms and Conditions, which is intended to apply after termination, will continue to apply after termination.

    Either party may terminate immediately if the other party:

    1. commits a material breach of these Terms and Conditions, or an Engagement, that is not capable of being remedied; or

    2. commits a material breach that is capable of being remedied but fails to remedy the breach within 30 days of being notified of the breach; or

    3. commits an act of bankruptcy, or makes or enters, into any arrangement or composition with its creditors

  • Termination of this MSA, or any Engagement, shall be without prejudice to other rights and remedies of the parties arising prior to termination.

    Electronic Communication

    Because of the inherent risks associated with the electronic transmission of information on the Internet or otherwise, we cannot guarantee the security and integrity of any electronic communications or information sent, or received, in relation to these Terms and Conditions. While it is our policy to check our email correspondence and other electronic information with anti-virus software, we similarly cannot guarantee that transmissions or other electronic information will be free from infection. 

    You acknowledge that if we are working on your premises, we may need to connect to the Internet through your internal network in order to access our systems.

    Rate Card Summary

Waboom AI applies a standard hourly rate for time-based work not otherwise quoted or fixed in a Statement of Work (SoW) or Retainer Agreement. These roles and rates may include:

Director / Practice Lead: $400/hour

Consultant / Project Coordinator: $235–$265/hour

Project Administrator: $210–$235/hour

Developer: $210–$235/hour

Work outside standard business hours may incur a 25% surcharge.
Custom pricing may be negotiated and outlined in your agreement. Rates are reviewed annually with 30 days' notice of changes.

Calling Fees & AI Usage Charges

For voice AI agent services, Waboom AI charges per second of usage. No rounding to the nearest minute applies. Monthly usage is billed at the flat rate agreed in your retainer or subscription contract.

Failure to pay the monthly fee may result in suspension or termination of services until payment is made.

Client Responsibilities

Clients are expected to:

Provide timely access to relevant stakeholders, systems, and data

Approve or review deliverables within agreed timeframes

Avoid delays that would impact project scope or delivery

Delays caused by the client may result in revised timelines, fees, or change requests, which will be communicated in writing.

  • Force Majeure

    Neither party will be liable in any way for failure to perform, or delay in performing, our respective obligations under any Engagement, or if the failure or delay is due to causes outside the reasonable control of the party which has failed to perform.

    No Agency or Partnership

    Nothing contained, or implied, in these Terms and Conditions constitutes any of the parties as the partner, agent, or legal representative of the other for any purpose, or creates any partnership, agency or trust, and none of the parties has any authority to bind the other in any way.

    Confidentiality

    customer_name (‘proprietor’) has agreed to disclose the Confidential Information to Waboom (‘recipient’) on the basis that the recipient preserves the confidentiality of that information at all times under the terms included in this clause.  

    The recipient has been, or will be, provided with certain information which is the property of the proprietor, and which is confidential and of commercial value to the proprietor.  

    The recipient agrees to be bound by certain duties of confidentiality, disclosure, and non-use in respect of the information provided in accordance with the process set out in these Terms and Conditions.  

    Definitions in this clause, unless the context otherwise requires, are that “Confidential Information” means all information, data and knowledge, images and recordings, whether technical or not, which is disclosed to the recipient and relates to the research, development, business, or other activities of the proprietor, which is either marked or stated to be confidential, or is by its nature reasonably intended to be confidential. 

    Except as provided for within this clause, the recipient agrees not to use, disclose, or otherwise publish any Confidential Information to any third-party, (including but not limited to any subsidiaries, associated companies, joint venture parties, universities, any other research entity, or other associated organisations) without the prior written consent of the proprietor. 

    The recipient agrees not to use any Confidential Information for any purpose other than that for which the information was provided, and for the specific and limited purpose which allowed access to the information. In the case of any uncertainty, the recipient agrees to obtain prior written clearance from the proprietor.

    For the avoidance of doubt, the recipient will not have to observe any duty of confidentiality concerning Confidential Information that falls into the following categories:

    • Information which can be established by written records to be already known to the recipient, or the public, at the time of its disclosure or information, data, or knowledge which enters the public domain through no fault of the recipient; or

    • Information which the recipient has an obligation to disclose according to the law, provided such information is disclosed only to the extent required by the law, and such disclosure is notified to the proprietor

  • The recipient must ensure that all materials in the possession of the recipient which contain or incorporate Confidential Information be securely kept and stored so as to preserve the confidential nature of the information. The recipient must return, destroy, or otherwise deal with, as directed, all material containing or incorporating Confidential Information at the direction of the proprietor. The recipient must not reproduce or electronically store any Confidential Information without the recipient’s prior written consent.

    Relating to proprietary rights and duration of obligations of confidence, the Confidential Information will remain the proprietor’s property.  The recipient has no right to use the Confidential Information except for the specific purpose for which it is disclosed. This clause shall continue until the parties agree that the obligations under these Terms and Conditions shall cease.

    Assignment

    A party must not assign this agreement without the prior written consent of the other party, which must not be unreasonably withheld.