These Terms and Conditions ("Agreement") govern the relationship between Precocity Research Limited ("we", "us", or "our"), a New Zealand company, and you, the client ("you" or "your"), for the provision of consulting services. By engaging our services, you agree to be bound by this Agreement.

1. Acceptance of Terms

By engaging our consulting services, you accept and agree to comply with this Agreement. If you do not agree, you must not engage our services.

2. Consulting Services

We provide the following consulting services to commercial and government clients in Australia and New Zealand, including local councils, utilities, enterprises, and government agencies:

• AI strategy development.

• Data architecture design.

• Smart Networks and Smart Meters; and

• Cloud Architecture and Security.

Services are delivered through day-rate engagements or fixed deliverables, as specified in written agreements. We may engage subcontractors or partners to deliver services, as disclosed in written agreements.

3. Commercial Use

Our services are intended solely for commercial and government use by clients acting in trade, such as local councils, utilities, enterprises, and government agencies. You warrant that you are engaging our services for commercial or governmental purposes and not for personal, domestic, or household use. Services and deliverables may not be used for non-commercial purposes without our prior written consent.

4. Payment Terms

Prices are quoted in New Zealand dollars (NZD), exclusive of Goods and Services Tax (GST) unless stated otherwise. Payment terms are:

• Day-rate engagements: Invoices issued monthly, due within 20 days.

• Fixed deliverables: Payments due as agreed in writing, typically upon milestone completion or delivery.

• If payment is not received within 20 days of the due date, we may suspend or terminate services and charge interest at 1.5% per month, calculated daily, in accordance with the Interest on Money Claims Act 2016.

5. Travel Time

If travel is required to deliver services, time spent traveling is billable at the agreed day-rate or a specified travel rate, subject to your prior written approval via contract, proposal, or email. Travel time billing will be detailed in invoices and subject to the terms of the written agreement.

6. Travel Costs

Travel-related expenses, such as airfare, accommodation, meals, and transportation, will be reimbursed by you only if approved in writing prior to incurring such costs via contract, proposal, or email. We will provide itemized receipts and invoices for approved expenses (e.g., economy airfare, standard hotel rates), which are due within 20 days of invoicing.

7. Delivery of Services

We will deliver services, such as reports, plans, software, models, or dashboards, digitally or as agreed in writing. We strive to meet agreed timelines but are not liable for delays caused by events beyond our control (see Force Majeure).

8. Intellectual Property

We own all intellectual property rights in our proprietary tools, methodologies, and any products (e.g., software or hardware) developed for general availability. Intellectual property in deliverables created during consulting engagements, such as software, models, or dashboards, belongs to you upon full payment, unless otherwise agreed in writing. Third-party intellectual property used through subcontractors or partners remains with its owners, and you must comply with applicable third-party terms.

9. Confidentiality

Both parties agree to keep confidential information private and not disclose it to third parties, except as required by law. This obligation survives for five years after termination of this Agreement. Confidential information does not include data that is:

• Publicly available through no fault of the receiving party;

• Known to the receiving party prior to disclosure;

• Independently developed by the receiving party; or

• Lawfully disclosed by a third party without restriction.

10. Conflict of Interest

We will not engage in any activity that creates a conflict of interest with our obligations to you without your prior written consent. If a potential conflict arises, including through our work with other clients or subcontractors, we will promptly notify you in writing and work with you to resolve the conflict. You agree to notify us of any potential conflicts of interest that may affect our services.

11. Privacy

We collect, store, and process personal information in compliance with the Privacy Act 2020. Personal information is collected only as necessary for service delivery, stored securely, and not shared without consent, except as required by law. See our Privacy Policy for details.

12. Force Majeure

We are not liable for delays or failure to perform obligations due to events beyond our reasonable control, including natural disasters, pandemics, or third-party failures. Affected obligations will be suspended until the event is resolved.

13. Termination

Either party may terminate this Agreement by providing 30 days’ written notice. Upon termination:

• All outstanding payments become immediately due;

• You must cease using our intellectual property, except for client-owned deliverables; and

• Confidential information must be returned or destroyed.

14. Governing Law

This Agreement is governed by and construed in accordance with the laws of New Zealand. Any disputes arising from this Agreement will be resolved exclusively in the courts of New Zealand. For Australian clients, nothing in this Agreement excludes rights under the Australian Consumer Law where applicable.

15. Dispute Resolution

Any dispute arising from this Agreement will first be addressed through good-faith mediation with a mutually agreed mediator. If mediation fails within 30 days, the dispute will be resolved in the courts of New Zealand per Section 14.

16. Cancellation and Refunds

You may cancel this Agreement with 30 days’ written notice. If cancelled, you are liable for fees for services rendered up to the cancellation date. Refunds, if applicable, will be pro-rata for incomplete services, at our discretion, subject to written agreement.

17. Service Warranty

We warrant that services will be performed with reasonable care and skill. If services do not meet this standard, we will, at our discretion, rectify the issue or refund the affected portion of fees, provided you notify us within 30 days of delivery.

18. Subcontractors

We may engage subcontractors to deliver services, as disclosed in writing. Subcontractors are bound by the same confidentiality, quality, and ethical obligations as us under this Agreement.

19. Entire Agreement

This Agreement constitutes the entire understanding between the parties and supersedes all prior negotiations, representations, or agreements, whether written or oral. Amendments to this Agreement must be in writing and signed by both parties.

20. Changes to Terms

We may update these Terms and Conditions from time to time. Updated terms will be posted on our website, and continued engagement with our services constitutes acceptance of the revised terms.