Terms of Service

These terms apply to every engagement unless we have agreed otherwise in writing.

Taylor Consulting is a sole trader business, not a limited liability company. The Client should take that into account in assessing the arrangement, and clause 18 should be read with it in mind.

These terms apply to the use of our website by anyone who visits it, and to the supply of services to a Client.

In these terms, unless the context requires otherwise:

1. (a)“Adapter” means a trained model adaptation, including a LoRA adapter, produced from the Client's material.
2. (b)“Client Data” has the meaning given in our Privacy Policy.
3. (c)“Deliverables” means the software, configuration, documentation and Adapters produced for the Client under an engagement.
4. (d)“Output” means text or other material generated by the System.
5. (e)“Proposal” means a written proposal or statement of work describing an engagement.
6. (f)“Third-Party Tool” means an artificial intelligence product or service operated by a party other than us, to which the Client subscribes in its own name, and which we may configure on the Client's behalf.
7. (g)“the System” means any software, model or machine supplied, configured or maintained by us for the Client.

We provide: the review, configuration and setting up of artificial intelligence tools the Client already subscribes to, together with staff training in their use; technical consulting and the development of bespoke software; the training and deployment of custom model Adapters; and the specification, supply, installation and ongoing maintenance of on-premise hardware running open-weight models.

The scope of any engagement is set out in its Proposal. Nothing on our website constitutes an offer to supply, and no description on it forms part of the contract unless repeated in a Proposal.

We may decline an engagement, and will say so at the earliest opportunity where in our assessment the Client does not need what they have asked for.

Each engagement is described in a Proposal setting out what is to be built, what it will cost, what is excluded, and how completion will be assessed.

Where a signed Proposal and these terms conflict, the Proposal prevails to the extent of the inconsistency.

A variation to a Proposal is effective only when recorded in writing and agreed by both parties.

Fees are as stated in the Proposal. Where work is charged at an hourly rate, that rate is stated in the Proposal.

Where a deposit is payable, work does not commence until it is received.

Invoices are payable within fourteen days of the invoice date unless the Proposal states otherwise.

Fees are stated exclusive of GST. Taylor Consulting is not currently registered for GST; if and when registration occurs, GST will be added to invoices issued from that date and the Client will be notified.

Recurring maintenance fees are payable monthly in advance. Where an initial minimum term applies it is stated in the Proposal.

Third-party costs (hardware, software licences and subscriptions purchased on the Client's behalf) are passed through at cost and identified separately on the invoice.

The Client is responsible for providing timely access to the information, documents, systems and people the engagement requires.

The Client warrants that it is entitled to give us the Client Data it provides, and that doing so does not breach any obligation of confidence or any third party's rights.

The Client is responsible for the physical security of any on-premise machine, for its power and network connection, and for controlling which of its staff may use it.

The Client is responsible for reviewing Output before relying on it. Clause 11 sets this out more fully.

The Client retains all rights in Client Data. Nothing in these terms transfers any right in it to us.

On payment in full, the Client owns the Deliverables produced specifically for it under an engagement.

We retain ownership of any tool, library, template or method that existed before the engagement or that is of general application, and we grant the Client a perpetual, non-exclusive licence to use it to the extent it is embedded in the Deliverables.

We retain ownership of the content of our website.

We may describe the general nature of work performed for a Client for the purpose of our own portfolio, but will not identify the Client, reproduce Client Data, or disclose any commercially sensitive detail without the Client's prior written consent.

Where an engagement involves a Third-Party Tool, the Client contracts with the operator of that tool directly and in its own name. We are not a party to that contract, we do not resell it, and we receive nothing from its operator.

The operator's own terms and privacy policy govern what it does with material entered into it, including whether that material is retained or used to improve its models. Those terms are outside our control and may change. We will identify the operator and point the Client to its current terms before configuration begins.

Material entered into a Third-Party Tool by the Client's staff, in the ordinary use of it, is transmitted to that operator and not to us. Clause 7 of our Privacy Policy, which concerns on-premise Systems, does not apply to it.

As part of configuration we will advise, in writing, on the categories of information that in our assessment should not be entered into the Tool. That advice is a recommendation. Responsibility for what the Client's staff enter remains with the Client.

Configurations we write for the Client — including instruction files, skills, templates and saved prompts — are Deliverables and clause 7 applies to them. They are the Client's to keep, to alter, and to carry to a different provider or to an on-premise System.

We do not warrant the availability, pricing, continuity or output of a Third-Party Tool, and we are not liable for the acts or omissions of its operator.

An Adapter trained on the Client's material is the Client's property on payment in full. It will be provided to the Client as a file, together with the information needed to load it.

We will not use that Adapter for any other Client, and will not incorporate it into any product or offering.

Training is carried out only on the terms recorded in clause 6 of our Privacy Policy, which requires specific written consent.

The Client acknowledges that an Adapter reflects the material it was trained on at the time of training, and that its usefulness will decline as the Client's practice changes. Retraining is chargeable work unless a Proposal provides otherwise.

An Adapter is not a substitute for retrieval. It adapts how the System writes, not what it knows, and we do not represent otherwise.

Each party must keep confidential all information of the other that is identified as confidential or that is by its nature confidential, and must not use it except for the purposes of the engagement.

This obligation continues indefinitely after the engagement ends.

It does not apply to information that is public through no breach of these terms, or that a party is required by law to disclose.

Our handling of personal information and Client Data is governed by our Privacy Policy, which forms part of these terms.

Where an engagement involves Client Data of a sensitive nature, we will enter a separate data-handling agreement recording what may be used, for what purpose, where it is held and what happens to it afterwards. That agreement is signed before any Client Data is transferred.

This clause is important and the Client's attention is specifically drawn to it.

The System produces Output by statistical means. It can be fluent, well-formatted and wrong. It can state things that are not supported by the source material, and it will not always signal when it has done so.

Output is a draft for a competent person to review. It is not advice, it is not a professional opinion, and it must not be issued, filed, signed or relied upon without review by a suitably qualified person.

Where Output forms part of a document that carries professional certification, statutory effect or a signature, the certifying professional remains wholly responsible for its content. We do not certify Output and cannot be substituted for the person who does.

We do not warrant that Output will be accurate, complete or fit for any particular purpose, and we accept no liability for a decision made in reliance on unreviewed Output.

The Client is responsible for ensuring its staff understand clauses 12.2 to 12.4. We will provide training and written material to support that, and will say so in the Proposal.

Where we supply hardware, title passes to the Client on payment in full.

Hardware carries the manufacturer's warranty. We are not the manufacturer and give no separate warranty in respect of it, but we will assist the Client in making a warranty claim.

Where the Client purchases hardware directly, we are responsible for its configuration but not for its supply, condition or warranty.

Performance figures given for hardware are indicative. Where a Proposal states a performance figure, that figure is measured on the specified model and workload, and the method of measurement will be provided on request. Parameter counts are not a measure of performance and we do not quote them as one.

Where a Proposal includes maintenance, it covers monitoring, patching, updates and support during New Zealand business hours, on the terms stated in the Proposal.

We do not apply updates to a System automatically. An update is offered, and applied when the Client accepts it or at a time the Client has agreed in advance.

We are not obliged to support a System that has been modified by the Client or a third party without our knowledge, and reserve the right to charge for work arising from such a modification.

Remote access is disabled by default and is enabled by the Client, for a duration the Client sets.

The Client may disable it at any time without notice to us, and we will not treat its absence as a breach of these terms.

Every session is logged and the log is available to the Client.

Where remote access is unavailable and an on-site visit is required, that visit is chargeable unless the Proposal provides otherwise.

The System incorporates third-party software, including open-source components, each of which is subject to its own licence.

We will provide a list of those components and their licences to the Client on request.

We are responsible for ensuring we are entitled to deploy each component in the manner we deploy it. We do not warrant the performance of any third-party component beyond the terms of its own licence.

We warrant that the services will be performed with reasonable care and skill, and by a person competent to perform them.

We warrant that Deliverables will substantially conform to the description in the Proposal at the time of delivery.

Except as stated in clauses 17.1 and 17.2, and to the extent permitted by law, the services and the System are provided without warranty of any kind.

The Client acknowledges that the services are acquired for the purposes of a business, and the parties agree that the Consumer Guarantees Act 1993 does not apply, to the extent section 43(2) of that Act permits.

Nothing in these terms excludes, restricts or modifies any liability under the Fair Trading Act 1986 that cannot lawfully be excluded, and no representation made on our website or in a Proposal is qualified by these terms.

Neither party is liable to the other for indirect or consequential loss, or for loss of profit, revenue, goodwill or anticipated savings.

Our total aggregate liability arising out of an engagement is limited to the greater of the fees paid by the Client under that engagement in the twelve months preceding the event giving rise to the claim, or NZ$20,000.

Clauses 18.1 and 18.2 do not apply to liability for a breach of confidence, for a wilful or fraudulent act, or to any liability that cannot lawfully be limited.

We will hold professional indemnity insurance appropriate to the engagement before commencing work under a Proposal, and details of the cover are available to the Client on request.

The Client must notify us of any claim within twelve months of becoming aware of the circumstances giving rise to it.

A project engagement ends on completion of the Deliverables and payment in full.

A maintenance arrangement continues monthly after any initial minimum term, and either party may end it by giving thirty days' written notice.

Either party may terminate immediately if the other commits a material breach and fails to remedy it within fourteen days of written notice.

On termination the Client must pay for work performed to that date, and we must deliver up the Deliverables produced to that date.

We do not use technical or contractual means to make it difficult for a Client to leave, and this clause is intended to be relied upon.

On termination, the Client keeps: the hardware it has paid for; the Deliverables; any Adapter trained on its material; its Client Data; and the documentation and credentials needed to operate the System without us.

On request we will provide Client Data and any indexed material in a documented, non-proprietary format.

We will not withhold credentials, data or an Adapter as leverage in a dispute over fees. A fee dispute is pursued as a debt, not by disabling a Client's system.

Neither party is liable for a failure to perform caused by an event beyond its reasonable control, provided it notifies the other promptly and takes reasonable steps to mitigate.

If such an event continues for more than sixty days, either party may terminate on written notice.

We may not assign or subcontract an engagement without the Client's prior written consent.

Notices must be in writing and are effective when delivered to the email or postal address most recently notified by the recipient.

These terms, together with the Proposal and the Privacy Policy, form the entire agreement between the parties and supersede any prior discussion or representation not recorded in them.

We may amend these terms for future engagements. An amendment does not affect an engagement already underway without the Client's written agreement.

If any provision is held unenforceable, it is severed and the remainder continues in force.

A failure to enforce a provision is not a waiver of it.

These terms are governed by the laws of New Zealand.

The parties submit to the non-exclusive jurisdiction of the courts of New Zealand.

Before commencing proceedings, the parties will attempt in good faith to resolve the dispute by discussion, and will consider mediation.

Enquiries about these terms may be sent to zavier@thelongwhitecloud.com, or by post to Taylor Consulting, Christchurch, New Zealand.