Training Service Agreement

Parties.

AI New Zealand Limited, company number 6343431, NZBN 9429046253156, a company incorporated in New Zealand with its address at 16a Gazelle Ave, Beach Haven, Auckland 0626 (AI New Zealand)

[your organisation's legal name], [company number or NZBN], of [registered address] (Client)

each a party and together the parties.

Background.

A. AI New Zealand delivers self-paced professional courses through its Certify platform. The final assessment of each course is decided by an AI New Zealand assessor, and a certificate of completion is issued to each learner who passes.

B. The Client wishes to make one or more of those courses available to its Personnel under the Client's name and branding, and may ask for their assessed work to be considered also against the Client's own AI guidelines.

C. Each party enters into this agreement in trade.

Agreed terms.

1. Definitions

1.1 In this agreement:

• "Agreement Date" has the meaning given in clause 17.4.
• "Business Day" means a day other than a Saturday, Sunday or public holiday observed throughout New Zealand.
• "Claim" means a person accepting a Seat, and the Learner Terms, on the Platform, and "claimed" has a matching meaning.
• "Client Guidelines" means any AI policy or guidelines the Client supplies under clause 7.
• "Course" means a course listed in clause 3.2, in the version current when a Learner starts it.
• "Learner" means an individual who claims a Seat.
• "Learner Terms" means AI New Zealand's terms of sale and use published at https://certify.newzealand.ai/terms, as updated from time to time under clause 16.2.
• "Personnel" means the Client's employees and contractors, and anyone else the Client authorises to receive a Seat.
• "Platform" means certify.newzealand.ai and its related services.
• "Privacy Statement" means AI New Zealand's privacy statement published at https://certify.newzealand.ai/privacy, as updated from time to time under clause 16.2.
• "Seat" means the right for one Learner to take one Course, as described in clause 3.1.

1.2 Headings are for convenience only. "Including" and similar words are not words of limitation. A reference to writing includes email. A reference to a statute includes any amendment to or replacement of it.

2. This agreement and other documents

2.1 This agreement governs the Client's purchase and use of Seats and the Platform. If the parties have also signed AI New Zealand's Master Services Agreement, that agreement continues to govern other services, and this agreement prevails on Seats and the Platform.

2.2 Each Learner accepts the Learner Terms and receives the Privacy Statement before starting a Course. Nothing in this agreement reduces a Learner's rights under them or under the law.

3. Seats and fees

3.1 A Seat entitles one named Learner to:

• (a) take one Course, including its practical checkpoints with AI-generated draft feedback;
• (b) sit the final assessment, decided by an AI New Zealand assessor;
• (c) up to two re-sits where an assessor requests them, each started within 30 days of the date the Learner is told a re-sit is required, with no further fee; and
• (d) a certificate of completion on passing.

3.2 The Courses and per-Seat fees are:

Course	Fee
[the courses you choose]	[the per-seat fee for your account, excluding GST]

3.3 The Client orders Seats in blocks by written order, which may be by email. AI New Zealand invoices each block when it accepts the order.

3.4 Seats in a block become available to the Client's Personnel once AI New Zealand has received payment for that block.

3.5 A Seat is used once it is claimed. A Seat not claimed within 12 months of becoming available lapses without refund. A Learner has at least 12 months from claiming a Seat to finish the Course. AI New Zealand will remind the key contact at least 30 days before any Seats lapse.

3.6 Before a Seat is claimed, the Client may reassign it to a different person. A claimed Seat cannot be transferred.

3.7 Learners reach a Seat by invitation, by a request the Client's administrator approves, or, if the Client chooses, automatically by work email domain up to a cap the Client sets. The Client is responsible for the people its administrators invite or approve, and for anyone who claims a Seat through its email domain.

4. GST, invoicing and payment

4.1 Fees are in New Zealand dollars and exclude GST. GST is added to each invoice at the rate under the Goods and Services Tax Act 1985, currently 15 percent, and shown on its own line.

4.2 AI New Zealand issues a tax invoice for each block of Seats. If the Client gives a purchase order number, it appears on the invoice.

4.3 Invoices are payable by the 20th of the month following the invoice date, electronically in cleared funds and without set-off or deduction. If an invoice is not paid by its due date, AI New Zealand may decline new orders until it is paid, and the Client must pay AI New Zealand's reasonable costs of recovering overdue amounts.

4.4 If the Client disputes an invoice in good faith, it must tell AI New Zealand in writing within 10 Business Days of the invoice date, identify the disputed amount and the reasons, pay the undisputed part by the due date, and resolve the rest under clause 15.

4.5 A later change to AI New Zealand's published prices does not affect Seats already ordered. AI New Zealand may change the fees in clause 3.2 for future orders by giving the Client at least 30 days' written notice.

5. Learner privacy and what the Client sees

5.1 Each party must comply with the Privacy Act 2020. AI New Zealand collects personal information from Learners directly, as its own agency, to deliver the Course, assess work and issue certificates, as the Privacy Statement describes. AI New Zealand does not hold that information as the Client's agent.

5.2 The Client's administrators can see, for each Learner: name, work email, the role the Learner gave, the Course, registration date, progress by section, completion date, outcome and certificate date. The outcome is shown as Pass, Revision requested, Re-sit requested, Awaiting result or Not yet submitted. An outcome, and the certificate date, appear only once two Business Days have passed since the Learner was told the outcome; until then the outcome shows as Awaiting result.

5.3 The Client cannot see, and AI New Zealand will not give the Client, a Learner's answers, transcripts, checkpoint feedback or assessor comments, unless the Learner asks AI New Zealand in writing to share them, or the law requires it. The Client will not require a Learner to disclose them.

5.4 AI New Zealand keeps assessment transcripts for 24 months after the attempt is decided, and certificate records and agreement records for 7 years. Other periods are set out in the Privacy Statement.

5.5 Learner information is stored in Sydney, Australia. AI New Zealand uses the service providers named in the Privacy Statement, some of which process information in the United States, including Anthropic for AI-generated feedback, assessor notes and the extraction in clause 7. AI New Zealand does not use Learner material or Client Guidelines to train any AI model, and uses providers whose terms do not permit them to.

5.6 Where the Client gives AI New Zealand the name and email address of any of its Personnel, for an invitation or to approve a Seat, the Client confirms it is entitled to do so and that it has told, or will tell, those Personnel. The Platform also tells each Learner, before they accept a Seat, who arranged it, what the Client will see, and that they may take the public version of the Course instead. AI New Zealand will include in each invitation the information that IPP 3A of the Privacy Act 2020 requires.

5.7 The Client will use the information in clause 5.2 only to manage its Personnel's learning and development. The Client will not make a decision that materially affects a Learner's employment on the basis of a Course outcome alone, without a person considering the Learner's circumstances.

5.8 Each party will tell the other without undue delay, and in any event within 72 hours of becoming aware of it, of any privacy breach affecting Learner information exchanged under this agreement, and will cooperate in responding to it. AI New Zealand notifies the Privacy Commissioner and affected Learners where the Privacy Act 2020 requires.

6. Assessment, with a person deciding

6.1 Practical checkpoints receive AI-generated draft feedback, labelled as such. It decides nothing, is not shown to the Client and is not used on any certificate.

6.2 The final assessment is decided by an AI New Zealand assessor against the rubric published for each Course at https://certify.newzealand.ai/courses. AI New Zealand's tooling may prepare notes for the assessor. Those notes are shown only after the assessor has recorded their own view, and never as a score or verdict. A person makes every decision. No result is released by software.

6.3 A Learner who receives a revision or re-sit result may query it once for that attempt. A different AI New Zealand assessor then reviews the work afresh.

6.4 A re-sit opens 7 days after the Learner is told a re-sit is required, must be started within 30 days of that date, and uses a fresh set of scenarios. If the Learner queries the result under clause 6.3, the 30 days run from the date the Learner is told the outcome of that query.

6.5 AI New Zealand aims to decide each final assessment within five Business Days of submission.

6.6 The Client will not ask AI New Zealand to change a Learner's result, and AI New Zealand will not change a result at the Client's request.

7. The Client's AI guidelines

7.1 The Client may supply Client Guidelines. AI New Zealand will use an AI-assisted step, which has no marking authority, to extract them into an assessment criterion. The Client's administrator confirms that the criterion reflects the Client's policy, and AI New Zealand approves it, before it applies to any Learner.

7.2 The criterion is reported to the assessor alongside the core rubric, which is the same for every learner. The Client's criterion informs the assessor's judgement and does not by itself pass or fail a Learner.

7.3 Where the criterion applied, the certificate and the verification page may state that the Learner was also assessed against the Client's AI guidelines, naming the version.

7.4 Client Guidelines remain the Client's property and confidential information. AI New Zealand uses them only for this clause 7.

7.5 If the Client supplies no guidelines, or no criterion is approved, Learners are assessed against the core rubric only.

7.6 The Client is responsible for the content of the Client Guidelines and confirms that using them as an assessment criterion is consistent with its obligations to its Personnel, including under the Employment Relations Act 2000 and the Human Rights Act 1993. AI New Zealand may decline to approve a criterion that it reasonably considers unclear, unlawful, discriminatory or not suitable for assessment.

8. Intellectual property and branding

8.1 The Courses, their content, scenarios and rubrics, the certificates, the Platform and all related materials belong to AI New Zealand or its licensors. Nothing in this agreement transfers them. The Client and Learners may use them only to take the Courses. AI New Zealand confirms that it has the right to make the Courses available to the Client and its Learners under this agreement.

8.2 The Client must not copy, record or republish Course content, make it available to anyone other than Learners, or use it to deliver training to others.

8.3 The Client grants AI New Zealand a non-exclusive, royalty-free licence to use the Client's name ([your organisation]), logo and brand colours on the white-label Course pages, emails and co-branded certificates during this agreement, and on certificates issued before it ends. The Client confirms it has the right to grant this licence.

8.4 Certificates are issued by AI New Zealand and say so. The Client will not issue or present a certificate for a Course as its own.

8.5 AI New Zealand does not claim ownership of Learners' answers. To the extent the Client holds rights in them, the Client grants AI New Zealand the same licence a Learner gives under the Learner Terms.

8.6 AI New Zealand may name the Client as a customer, or describe the work in a case study, only with the Client's prior written consent, which may be given by email.

9. Learner conduct

9.1 Learners must follow the conduct rules in the Learner Terms, including doing their own work, using AI tools only as each Course allows, and not impersonating anyone.

9.2 The Client will not ask or allow anyone to complete a Course or assessment for a Learner, and will tell AI New Zealand promptly if it becomes aware of a breach of the Learner Terms.

9.3 AI New Zealand may suspend a Learner's access for a serious breach of the Learner Terms, and will tell the Client's key contact that access has been suspended.

10. Certification and revocation

10.1 A certificate is a certificate of completion issued by AI New Zealand. It is not an accredited qualification. A certificate is valid for 18 months from issue and is then shown as expired. Each certificate carries a credential code and can be verified on the Platform for 7 years from issue by entering both the holder's name and the code.

10.2 AI New Zealand may decline to issue a certificate, or may revoke one, where it reasonably concludes that the assessed work was not the Learner's own, that the Learner seriously breached the Learner Terms, or that the certificate was issued in error. The Learner is told what was found and given a chance to respond before a person decides, except where there is clear evidence of fraud, in which case AI New Zealand may suspend the certificate first and then hear from the Learner.

10.3 AI New Zealand will tell the Client's key contact when a Learner's certificate is revoked. It will not share the reasons without the Learner's agreement, unless the law requires it.

10.4 A certificate remains valid after the Learner leaves the Client and after this agreement ends, until it expires or is revoked.

11. Key contact and notices

11.1 The Client's key contact is [your name (your email)]. The key contact administers Seats and receives notices under this agreement. The Client may change its key contact by written notice.

11.2 Notices must be in writing and may be sent by email to the address most recently notified by the receiving party. A notice sent by email is received when sent, or on the next Business Day if it is sent after 5pm or on a day that is not a Business Day, unless the sender receives an automated delivery failure message.

12. Confidentiality

12.1 Each party must keep the other's confidential information confidential, use it only for this agreement, and disclose it only to its personnel and professional advisers who need to know it and are bound to keep it confidential, to its service providers (including those named in the Privacy Statement) that need it to provide the services and are bound by confidentiality obligations, or where the law requires. AI New Zealand's confidential information includes the Courses, assessment scenarios, unpublished rubric material and its pricing. The Client's confidential information includes the Client Guidelines and the commercial terms of this agreement.

12.2 This clause continues for 5 years after this agreement ends.

12.3 Confidential information does not include information that is or becomes public other than through a breach of this agreement, that the receiving party already knew or develops independently, or that it lawfully receives from someone else without a duty of confidence.

13. Warranties and liability

13.1 AI New Zealand will provide the Platform and the Courses with reasonable skill and care. If it does not, AI New Zealand will re-perform the affected service at no extra cost or, if re-performance is not practicable, refund the fees paid for the affected Seats, provided the Client tells AI New Zealand within 20 Business Days of becoming aware of the failure, unless the delay has not prejudiced AI New Zealand.

13.2 The Courses are general education about using AI at work. They are not legal, employment or other professional advice to the Client.

13.3 Except for the Client's obligation to pay fees properly due, neither party is liable to the other for indirect or consequential loss, or for loss of profit, revenue, goodwill or anticipated savings, however arising.

13.4 Each party's total aggregate liability under or in connection with this agreement, whether in contract, tort (including negligence), equity or otherwise, is limited to the greater of (a) the fees paid or payable under this agreement in the 12 months before the event giving rise to the liability and (b) the total fees paid under this agreement. In no event does AI New Zealand's total aggregate liability under this agreement exceed NZ$500,000.

13.5 Nothing in this agreement limits liability for fraud or wilful misconduct, a party's infringement or misuse of the other party's intellectual property, any liability that cannot be limited or excluded by law, or the Client's obligation to pay fees properly due.

13.6 Each party confirms that it is in trade and that the Seats and services are supplied and acquired in trade. The parties agree that the Consumer Guarantees Act 1993 does not apply between them, as section 43 of that Act permits, and that they contract out of sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 to the extent permitted by section 5D of that Act. Each party confirms it is fair and reasonable to be bound by this clause, having regard to the parties' relative size, commercial sophistication and access to legal advice. This clause does not affect any Learner's own rights.

13.7 Each party must take reasonable steps to mitigate any loss it suffers.

14. Term and termination

14.1 This agreement starts on the Agreement Date and continues until it is ended under this clause.

14.2 Either party may end this agreement on 20 Business Days' written notice.

14.3 Either party may end this agreement immediately by written notice if the other party commits a material breach that is not capable of remedy, or that is not remedied within 20 Business Days of written notice requiring remedy, or if the other party becomes insolvent, has a liquidator, receiver, voluntary administrator or statutory manager appointed, enters into a compromise with its creditors, or is unable to pay its debts as they fall due.

14.4 When this agreement ends:

• (a) Learners who have already claimed a Seat may finish their Course, assessment and any re-sits on the same terms;
• (b) unclaimed Seats may still be claimed until they lapse under clause 3.5, unless AI New Zealand ends this agreement under clause 14.3 because of the Client's breach or insolvency, in which case they lapse when this agreement ends. Where AI New Zealand ends this agreement under clause 14.2, or the Client ends it under clause 14.3 because of AI New Zealand's breach or insolvency, AI New Zealand will instead refund the fees paid for unclaimed Seats if the Client asks within 20 Business Days of this agreement ending;
• (c) the Client pays any fees invoiced and not yet paid;
• (d) the Client's administrator access continues until the last Learner under clause 14.4(a) finishes, or 12 months after this agreement ends, whichever is sooner;
• (e) certificates already issued remain verifiable for 7 years from issue, and valid until they expire or are revoked; and
• (f) AI New Zealand keeps Learner information as the Privacy Statement describes. Because each Learner has their own relationship with AI New Zealand, it does not delete a Learner's records at the Client's request.

14.5 Clauses 4, 5, 8, 10, 12, 13, 14.4, 14.5, 15 and 16 survive the end of this agreement, together with any other clause that by its nature should survive.

15. Disputes

15.1 Before starting court proceedings, other than for urgent interim relief or the recovery of an undisputed debt, the parties must meet in good faith within 10 Business Days of a written dispute notice. If the dispute is not resolved within a further 15 Business Days, the parties must attempt to resolve it by mediation administered by the New Zealand Dispute Resolution Centre, with the mediator's costs shared equally. The mediator is to be agreed or, failing agreement within 5 Business Days, appointed by the New Zealand Dispute Resolution Centre. If the dispute is not resolved within 20 Business Days after the mediator is appointed, either party may start proceedings.

15.2 Each party must, as far as practicable, keep performing this agreement while a dispute is being resolved.

16. General

16.1 Entire agreement. This agreement records the entire agreement between the parties about its subject matter and supersedes all earlier discussions and understandings about it. This clause does not limit liability for fraud.

16.2 Variation. A variation of this agreement must be in writing and signed by both parties. AI New Zealand may update the Learner Terms and the Privacy Statement as they allow, and will give the Client written notice of any update that materially affects the Client. If an update materially and adversely affects the Client, the Client may end this agreement by written notice within 20 Business Days after receiving notice of the update, and AI New Zealand will refund the fees paid for any unclaimed Seats.

16.3 Assignment. Neither party may assign or novate this agreement without the other's prior written consent, except to a successor of substantially all of its business, on written notice.

16.4 Waiver and severability. A failure or delay in exercising a right is not a waiver of it. If a provision is unenforceable, it is read down or severed to the minimum extent necessary and the rest continues in force.

16.5 Relationship. The parties are independent contractors. Nothing in this agreement creates a partnership, joint venture, agency or employment relationship.

16.6 Third parties. A Learner is not a party to this agreement and may not enforce it under subpart 1 of Part 2 of the Contract and Commercial Law Act 2017. Each Learner has their own agreement with AI New Zealand under the Learner Terms.

16.7 Governing law. This agreement is governed by New Zealand law. The parties submit to the exclusive jurisdiction of the New Zealand courts.

16.8 Events outside a party's control. Neither party is liable for a delay or failure to perform this agreement (other than an obligation to pay) caused by an event beyond its reasonable control, if it tells the other party promptly and takes reasonable steps to resume performance. If the event prevents performance for more than 30 Business Days, either party may end this agreement by written notice.

17. Acceptance

17.1 This agreement is accepted electronically through the Platform: an administrator of the Client, signed in to the Client's account, ticks a box to confirm that the Client has read and accepts this agreement. The parties consent to this agreement being formed and recorded electronically, and to receiving this agreement and notices under it in electronic form, for the purposes of Part 4 of the Contract and Commercial Law Act 2017.

17.2 Each person who confirms acceptance confirms that they are authorised to accept this agreement for, and to bind, the Client. The Client's administrators confirm the current version of this agreement each time they sign in to the Client's account on the Platform. A later confirmation does not change the Agreement Date.

17.3 What the Platform records when you confirm. For each confirmation: the name and email address of the person confirming, the exact document they confirmed and a fingerprint (hash) of it, the date and time, their IP address, and their browser details (user agent). This record is evidence of the agreement. AI New Zealand keeps it for 7 years and handles it under the Privacy Statement.

17.4 AI New Zealand accepts this agreement by accepting the Client's account on the Platform, which it records and may do before or after the Client's first confirmation. The Agreement Date is the later of the date of the Client's first confirmation under clause 17.1 and the date AI New Zealand accepts the Client's account.