1.1 These Terms of Service ("Terms"), together with any order form, statement of work or other ordering document agreed with you (each an "Order Form"), and any data processing agreement or security schedule incorporated into an Order Form, govern your access to and use of the Discovery Works software platform (the "Service") provided by Discovery Works Limited ("Discovery Works", "we", "us", "our"). Together, those documents are the "Agreement".
1.2 Our Privacy Policy explains how we handle Personal Information. It applies independently and does not modify the Agreement unless an Order Form expressly incorporates a particular commitment from it.
1.3 By signing an Order Form that incorporates these Terms, by accepting these Terms electronically, or by accessing or using the Service after these Terms have been made available to you, you ("you", "your", "Customer") agree to be bound by the Agreement. If you do not agree, you must not access or use the Service.
1.4 If you accept the Agreement on behalf of an organisation, you confirm that you are authorised to bind that organisation.
1.5 The Agreement applies to your use and to the use of your personnel and any other individuals who access the Service through your account ("Users"), from the date you become bound by the Agreement under Section 1.3 until the subscription ends or the Agreement is terminated. The Subscription Term begins as provided in Section 3.3. Viewing our Website alone does not create a paid subscription.
2.1 Access to the Service is provisioned by us for an agreed trial, pilot or subscription. You must provide accurate and current contact, account and billing information.
2.2 Users must be at least 18 years old, or the age of legal capacity in their jurisdiction, to hold an account for the Service.
2.3 You are responsible for activity under your account and tenant, including activity by your Users, and for keeping credentials secure. You must notify us promptly of suspected unauthorised access or compromise.
2.4 Access to a tenant is governed by tenant membership and assigned roles. You are responsible for managing which personnel have access, granting only appropriate privileges, and removing access promptly when it is no longer required.
3.1 During the Subscription Term, and subject to your compliance with the Agreement, we grant you a non-exclusive, non-transferable and non-sublicensable licence to use the Service and the reports, summaries, assessments and other outputs it generates ("Outputs") for your internal business purposes and for legitimate engagement with the client, prospect or adviser to whom the relevant meeting or Output relates (the "Authorised Purpose").
3.2 You may provide client-facing Outputs to the relevant client, prospect or professional adviser, and may use them in your ordinary sales, account-management and service-delivery activities. You must not resell, sublicense or commercially distribute the Service or Outputs as a standalone product, or provide access to the Service to an unauthorised third party.
3.3 Your subscription begins on the date specified in the Order Form or agreed at provisioning and continues for the term specified (the "Subscription Term"). Renewal occurs only as stated in the Order Form. If the Order Form provides for automatic renewal, the subscription renews for the stated renewal term unless either party gives at least 30 days' written notice before renewal, and we will provide a renewal reminder at least 45 days before the renewal date.
3.4 All rights not expressly granted are reserved.
3.5 Trials and evaluations. We may provide the Service on a trial or evaluation basis. Unless agreed otherwise in writing, trial access is provided "as is", may be limited or withdrawn at any time, and is not subject to service-level commitments. At the end of the trial, access will be disabled. Where technically available, you may request an export during the 14 days following the end of the trial. Customer Data will then be deleted in accordance with Section 13.5.
4.1 You will pay the fees set out in the Order Form or otherwise agreed in writing ("Subscription Fees"). Fees are payable in the currency and on the payment schedule stated in the Order Form. If no due date is stated, correctly rendered invoices are due 14 days after the invoice date.
4.2 Subscription Fees are exclusive of GST, sales tax, value-added tax and other taxes, levies or duties, except taxes based on our net income. You are responsible for applicable taxes and for any withholding required by law. If a withholding is required, you will provide reasonable evidence of payment to the relevant authority.
4.3 Except where the Agreement expressly provides otherwise, fees for a committed Subscription Term are non-cancellable and non-refundable.
4.4 We may change pricing for a future Subscription Term. We will give at least 30 days' written notice of an increase before it takes effect at renewal. A price change does not apply during a committed Subscription Term unless agreed in writing.
4.5 If an undisputed amount remains unpaid after its due date, we may give written notice requiring payment. If it remains unpaid 10 days after that notice, we may suspend the affected Service, charge interest at the lesser of 1.5% per month and the maximum lawful rate, and recover reasonable collection costs.
4.6 If you dispute an invoice in good faith, you must notify us promptly with reasonable details and pay any undisputed amount when due. The parties will work in good faith to resolve the dispute. We will not suspend the Service for the disputed amount while that process is continuing reasonably and in good faith.
5.1 We will use commercially reasonable efforts to make the Service available, excluding scheduled maintenance, emergency maintenance, failures of third-party services and events beyond our reasonable control. Any service levels expressly stated in an Order Form or service-level schedule take precedence.
5.2 We may update, modify or discontinue features as the Service develops. We will not materially reduce the core functionality purchased by you during a Subscription Term without reasonable notice. If a change materially and adversely reduces that core functionality and we do not provide substantially equivalent functionality or remedy the effect within a reasonable period, you may terminate the affected Service and receive a pro-rata refund of prepaid fees for the unused portion of the affected Subscription Term.
5.3 We will provide support as described in the Order Form or our then-current support policy. Work outside the agreed scope may be subject to additional fees.
6.1 You must, and must ensure that your Users:
use the Service and Outputs only for the Authorised Purpose;
keep credentials secure, use multi-factor authentication where offered, and follow reasonable security instructions;
use reasonable care when reviewing and sharing AI-generated Outputs; and
comply with applicable laws, your own policies, our documentation and reasonable instructions.
6.2 You must not, and must ensure that your Users do not:
6.2.1 access or use the Service or Outputs outside the Authorised Purpose;
6.2.2 damage, disable, overburden, impair or interfere with the Service, or materially degrade its performance for others;
6.2.3 use the Service or an Output for an unlawful, fraudulent, deceptive, discriminatory or harmful purpose;
6.2.4 represent that an Output is guaranteed to be accurate, complete or reliable;
6.2.5 sell, resell, rent, license, sublicense or provide the Service as a service bureau or standalone product;
6.2.6 reverse engineer, decompile, disassemble, copy or create derivative works of the Service except to the limited extent a restriction is prohibited by law;
6.2.7 circumvent or attempt to defeat any access control, usage restriction or security measure;
6.2.8 upload material that is unlawful, infringing, defamatory, obscene, malicious or harmful; or
6.2.9 use the Service to make or substantially assist decisions about an individual's employment, credit, insurance, health, legal rights or access to essential services.
6.3 Unless expressly agreed in an Order Form, you must not intentionally use the Service to process health records, payment-card information, government identification numbers, account passwords or authentication secrets, or other highly sensitive Personal Information unrelated to the business discovery purpose. If that information is included inadvertently, you must take reasonable steps to remove it and notify us where assistance is required.
6.4 You are responsible for ensuring that your Users understand and comply with the Agreement, and you are responsible for their acts and omissions as if they were your own.
6.5 If usage materially exceeds reasonable technical limits or threatens the Service, we may apply proportionate rate limits or suspend affected access after notice where reasonably practicable.
7.1 The Service is designed to analyse transcripts of recorded business meetings. Transcripts are retrieved from your connected Microsoft 365 environment or uploaded by you. Audio may also be uploaded where that feature is enabled.
7.2 We do not initiate, control or stop recording or transcription. Those functions are controlled by your meeting platform, administrative settings and Users. We retrieve only transcripts your environment has already produced, using permissions granted by your administrator and the relevant signed-in User, or process content you choose to upload.
7.3 You warrant and undertake that, for every meeting whose content is processed through the Service:
7.3.1 the recording, transcription, disclosure and processing comply with all applicable recording, privacy, data-protection, employment and workplace-monitoring laws, and with your relevant internal policies;
7.3.2 each participant receives clear and legally sufficient notice that the meeting is being recorded and transcribed and that the transcript will be processed by a third-party service provider on your behalf;
7.3.3 you have obtained every consent or authorisation required by applicable law, including from participants who are not your personnel; and
7.3.4 you have the right to provide the transcript, audio and related content to us for the processing contemplated by the Agreement.
7.4 Transcripts are normally speaker-attributed and may contain Personal Information about identified individuals, including individuals who are not your personnel. Except where Applicable Privacy Laws provide otherwise, you are the controller of that information and we act as your processor.
7.5 You are responsible for responding to requests from individuals to access, correct, restrict or delete Personal Information in Customer Data. We will provide reasonable assistance and act on your documented instructions, subject to the Agreement and Applicable Privacy Laws.
7.6 If you become aware that meeting content has been processed without required notice, authority or consent, you must notify us promptly and provide lawful instructions concerning restriction or deletion.
8.1 As between the parties, Customer Data remains owned by you or your licensors. You grant us a non-exclusive, worldwide licence to access, host, transmit, store, reproduce, analyse and otherwise process Customer Data only as reasonably necessary to provide, secure and support the Service, comply with law, and exercise our rights and perform our obligations under the Agreement.
8.2 We do not use Customer Data to train our own general-purpose artificial intelligence models. We select and configure AI sub-processors so that Customer Data is not used to train their general-purpose models, except where you expressly authorise a different arrangement in writing.
8.3 We may create statistical, technical and usage information derived from the operation of the Service that has been irreversibly de-identified and aggregated so that it cannot reasonably identify an individual or Customer ("Aggregate Data"). We may use Aggregate Data to operate, secure and improve the Service. Aggregate Data will not be used to reconstruct Customer content or train general-purpose AI models.
8.4 You warrant that you have the rights, notices, consents and lawful bases necessary for us to process Customer Data as contemplated by the Agreement, and that doing so will not infringe the rights of another person or breach applicable law.
8.5 You are responsible for retaining copies of Customer Data and Outputs needed for your records. We may maintain backups for resilience and disaster recovery, but the Service is not an archival or records-management service and we do not guarantee against every loss or corruption of data.
8.6 We may remove, quarantine or disable access to content that we reasonably believe is unlawful, malicious, infringes another person's rights, or exposes the Service or another person to material risk. We will notify you where lawful and reasonably practicable.
9.1 Our handling of Personal Information in our own capacity is described in our Privacy Policy.
9.2 Where we process Personal Information on your behalf, we will process it on documented instructions, ensure relevant personnel are bound by confidentiality, apply appropriate security measures, assist with data-subject requests and privacy-breach obligations, and delete or return the information as provided in the Agreement and applicable DPA.
9.3 We use sub-processors to deliver the Service. Current principal sub-processors are described in our Privacy Policy or customer security documentation. We will give notice of material new sub-processors in accordance with the applicable DPA and will consider reasonable objections based on genuine data-protection concerns.
9.4 You must comply with Applicable Privacy Laws in connection with your use of the Service, including the obligations in Section 7.
9.5 For a paid pilot or subscription, the parties will enter into a DPA before material processing of Customer Personal Information begins where required by Applicable Privacy Laws or reasonably requested by you. If the DPA conflicts with these Terms on a data-protection matter, the DPA prevails for that matter.
9.6 Any customer-specific security commitments apply only if stated in an Order Form, DPA or security schedule signed or expressly incorporated by both parties.
10.1 The Service uses third-party artificial intelligence providers to analyse transcript content and generate Outputs. We use those providers under the terms and configurations applicable to our Service.
10.2 Outputs are generated by automated systems and may contain errors, omissions, unsupported inferences or misinterpretations. Outputs are decision-support material and must be reviewed by a person before being relied upon or shared externally.
10.3 Outputs are intended to assess business opportunities and organisational needs. They are not evaluations of individuals and must not be used as the sole basis for decisions about an individual's employment, engagement, compensation, credit, insurance, health, legal rights or treatment.
10.4 You are responsible for decisions made in reliance on an Output, for checking the underlying evidence, and for correcting or qualifying an Output before it is provided to another person.
11.1 The Service is not designed or authorised for operation of critical infrastructure, medical or life-support systems, military or defence systems, nuclear facilities, emergency dispatch, or other systems where failure could reasonably cause death, serious personal injury or substantial physical damage.
11.2 You must not use the Service in violation of export-control, sanctions or trade-restriction laws, or for an application prohibited by those laws.
12.1 Subject to your rights in Customer Data, we and our licensors retain all right, title and interest in the Service and in the software, source code, discovery methodologies, reusable frameworks, lens-pack structures, models, prompts, templates, databases, documentation, design and infrastructure comprising the Service (the "Discovery Works Materials"). The Discovery Works Materials are proprietary and confidential.
12.2 Where we configure or develop a discovery framework, lens pack or workflow for you:
you retain ownership of Customer Data, customer-specific source material and confidential content you provide;
we retain ownership of our underlying methods, structures, templates, reusable components, general know-how and improvements; and
unless the Order Form grants different rights, we own the configured framework, lens pack or workflow and grant you a licence to use it for the Authorised Purpose during the Subscription Term.
12.3 Any broader, exclusive, perpetual or transferable rights in a customer-specific framework, lens pack or workflow must be expressly stated in the Order Form and may be subject to additional fees.
12.4 If you provide feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free, worldwide licence to use and incorporate them into the Service, provided we do not identify you or disclose your Confidential Information without permission.
13.1 You may prevent renewal, or cancel with effect from the end of the current Subscription Term, by giving the notice required by Section 3.3 or the Order Form.
13.2 Either party may terminate the Agreement for a material breach that is not remedied within 20 days after written notice describing the breach. A party may terminate immediately where the breach cannot reasonably be remedied.
13.3 We may suspend affected access immediately, and may terminate by written notice, if:
13.3.1 we reasonably believe your use creates a material security risk, violates law, or creates material legal liability, including a material breach of Section 7;
13.3.2 you or a User breaches or attempts to breach our security controls;
13.3.3 an undisputed payment remains overdue after the notice period in Section 4.5;
13.3.4 you become insolvent, cease business, or an insolvency administrator is appointed in respect of your affairs; or
13.3.5 we are required to do so by law or by a binding direction of a competent authority.
13.4 A suspension will be proportionate to the issue and, where reasonably possible, limited to the affected account, User, content or feature. We will restore access when the issue is remedied and it is reasonably safe and lawful to do so.
13.5 On expiry or termination:
13.5.1 your right to access the Service ends, except for any limited export period we provide;
13.5.2 you may continue to use Outputs already supplied for the Authorised Purpose, subject to confidentiality, intellectual-property, acceptable-use and AI-review obligations that survive termination;
13.5.3 fees paid in advance are not refundable except where you terminate for our unremedied material breach under Section 13.2 or under Section 5.2;
13.5.4 where technically available and your account is in good standing, you may request a reasonable export of Customer Data during the 14 days following termination;
13.5.5 Customer Data is deleted from active systems within 30 days after termination, and residual copies in routine encrypted backups are overwritten or expire within 90 days, unless an Order Form, DPA or legal obligation requires a different period; and
13.5.6 provisions intended by their nature to survive will survive, including those concerning fees, confidentiality, intellectual property, disclaimers, liability, indemnities, dispute resolution and use of previously supplied Outputs.
14.1 Each party warrants that it has authority to enter into the Agreement. You also warrant that your use of the Service will comply with the Agreement and applicable law, and that information you provide to us is accurate in all material respects.
14.2 We warrant that we will provide the Service with reasonable care and skill and substantially in accordance with the Agreement.
14.3 If we materially breach Section 14.2, we will use reasonable efforts to correct or re-supply the affected Service. If we do not do so within a reasonable period, you may terminate the affected Service and receive a pro-rata refund of prepaid fees for the unused portion of the affected Subscription Term. This is your exclusive contractual remedy for breach of Section 14.2.
14.4 To the maximum extent permitted by law, all other warranties, conditions and representations, express, implied, statutory or otherwise, are excluded, including implied warranties of merchantability, fitness for a particular purpose and non-infringement.
14.5 You acknowledge that:
14.5.1 you are responsible for evaluating whether the Service and Outputs are suitable for your purposes;
14.5.2 artificial intelligence is probabilistic and we do not warrant that an Output will be accurate, complete, current or reliable;
14.5.3 the Service depends on third-party platforms and providers, including Microsoft 365 and AI services, whose availability and functionality we do not control; and
14.5.4 we do not warrant that the Service will be uninterrupted, error-free or entirely free of harmful code, although we apply reasonable security measures.
14.6 Where we supply the Service in trade and you acquire it in trade for business purposes, the parties agree in writing that the New Zealand Consumer Guarantees Act 1993 does not apply, and that it is fair and reasonable for the parties to be bound by this provision. The parties also agree to contract out of sections 9, 12A and 13 of the Fair Trading Act 1986 to the extent permitted by section 5D of that Act. Nothing in this clause excludes any right or remedy that cannot lawfully be excluded.
14.7 The Service may contain links to or integrate with third-party websites and platforms. We do not control those services and are not responsible for their separate acts, omissions or terms.
15.1 To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, exemplary, punitive or consequential loss, or for loss of profit, revenue, anticipated savings, business opportunity or goodwill, even if advised that the loss was possible.
15.2 Subject to Sections 15.3 and 15.4, each party's aggregate liability for all claims arising under or in connection with the Agreement will not exceed the Subscription Fees paid or payable for the affected Service during the 12 months preceding the event giving rise to the first claim.
15.3 Each party's aggregate liability for breach of confidentiality, privacy or data-protection obligations, breach of agreed security obligations, and indemnity obligations under Section 16 will not exceed twice the amount described in Section 15.2.
15.4 Nothing in the Agreement limits or excludes liability for fraud, wilful misconduct, a party's infringement or misappropriation of the other party's intellectual-property rights, your obligation to pay fees, your deliberate or reckless breach of Section 7, or liability that cannot lawfully be limited or excluded.
15.5 The exclusions and caps in this Section apply in aggregate across all causes of action, whether in contract, tort (including negligence), statute, equity or otherwise, and are intended to allocate risk between the parties in light of the fees payable.
16.1 You will indemnify and defend us against a third-party claim, and associated damages, settlements and reasonable legal costs, to the extent arising from:
16.1.1 your breach of Section 7, including a claim by a meeting participant that recording, transcription, disclosure or processing occurred without required notice, authority or consent;
16.1.2 Customer Data that infringes or misappropriates a third party's rights or that you were not entitled to provide for processing; or
16.1.3 your material use of the Service in breach of the Agreement or applicable law.
16.2 We will indemnify and defend you against a third-party claim, and associated damages, settlements and reasonable legal costs, to the extent arising from an allegation that the Service, used in accordance with the Agreement, infringes or misappropriates that third party’s intellectual-property rights. This obligation does not apply to the extent the claim arises from Customer Data, from your combination of the Service with anything not supplied by us, from use of the Service other than for the Authorised Purpose, or from your continued use of a version of the Service after we have made a non-infringing alternative reasonably available. If we reasonably determine that the Service may infringe, we may modify it, procure the necessary rights, or terminate the affected subscription and refund pre-paid fees for the unused portion of the Subscription Term.
16.3 An indemnified party must give prompt notice of the claim, provide reasonable cooperation at the indemnifying party's expense, and allow the indemnifying party to control the defence and settlement. The indemnifying party must not settle a claim in a way that admits fault by, imposes an ongoing obligation on, or requires payment from the indemnified party without that party's prior written consent, not to be unreasonably withheld.
17.1 Each party may receive information of the other that is marked confidential or that a reasonable person would understand to be confidential in the circumstances ("Confidential Information"). Customer Data is your Confidential Information. The Discovery Works Materials and non-public security, product and pricing information are our Confidential Information.
17.2 Each party will protect the other's Confidential Information using at least reasonable care, use it only for purposes of the Agreement, and disclose it only to personnel, contractors and professional advisers who need it and are bound by confidentiality obligations at least as protective as this Section.
17.3 These obligations do not apply to information that the receiving party can demonstrate: is public through no breach; was lawfully known without restriction before disclosure; is received lawfully from another person without confidentiality obligation; or is independently developed without use of the Confidential Information.
17.4 A party may disclose Confidential Information where required by law, court or regulator, provided it gives advance notice where lawful and reasonably assists the other party to seek protective treatment.
17.5 The confidentiality obligations continue for five years after termination. Obligations concerning trade secrets continue for as long as the information remains a trade secret under applicable law.
18.1 The Agreement is governed by the laws of New Zealand, without regard to conflict-of-laws rules.
18.2 If a dispute arises, either party may give written notice describing it. Senior representatives of the parties will meet, remotely unless otherwise agreed, within 14 days to attempt to resolve it in good faith.
18.3 If the dispute is not resolved within 14 days after that meeting, or a party fails to attend, the parties will attempt mediation through a mutually agreed mediator. Mediation may be conducted online or in New Zealand, and the parties will share the mediator's fees equally.
18.4 Neither party may commence court proceedings, except for urgent injunctive or protective relief, until it has complied with Sections 18.2 and 18.3 or the other party has refused to participate.
18.5 The courts of New Zealand have non-exclusive jurisdiction.
19.1 We may update these Terms by posting an updated version on our Website and giving customers reasonable notice by email or through the Service.
19.2 An update takes effect for an existing paid Customer at the start of the next Subscription Term, unless the change is required by law, addresses an urgent security risk, or is expressly agreed in writing. If an update at renewal materially and adversely affects you, you may elect not to renew by giving notice before it takes effect.
20.1 Notices. Operational notices may be given by email to the address associated with your account or through the Service. Formal legal notices must be sent to the notice address stated in the Order Form, or to the contact details in Section 21 if no address is stated.
20.2 Force majeure. Neither party is liable for delay or failure to perform, other than a payment obligation, caused by circumstances beyond its reasonable control, provided it gives notice where reasonably practicable and takes reasonable steps to mitigate the effect.
20.3 Order of precedence. If documents in the Agreement conflict: an Order Form prevails over these Terms for the specific commercial arrangement; a DPA prevails for data-protection matters; a security schedule prevails for expressly agreed security commitments; and these Terms prevail over other incorporated policies unless expressly stated otherwise.
20.4 Entire agreement. The Agreement is the entire agreement between the parties concerning the Service and supersedes prior proposals, discussions and communications on that subject. It does not exclude liability for fraud or fraudulent misrepresentation.
20.5 Severability. If a provision is invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remainder will continue.
20.6 Assignment. You may not assign the Agreement without our prior written consent, not to be unreasonably withheld. We may assign it in connection with a merger, reorganisation, financing, acquisition or sale of all or substantially all of the relevant business or assets, provided the assignee assumes our obligations.
20.7 No waiver. A failure or delay in exercising a right is not a waiver of that right or any later breach.
20.8 Relationship. The parties are independent contractors. The Agreement does not create a partnership, joint venture, fiduciary, employment or agency relationship.
20.9 No third-party beneficiaries. Except as expressly stated, the Agreement does not give rights to a person who is not a party to it.
20.10 Headings. Headings are for convenience only and do not affect interpretation.
20.11 Export compliance. Each party will comply with applicable export, import, sanctions and trade-control laws in performing the Agreement.
Discovery Works Limited
215 Victoria Road
Devonport, Auckland 0624
New Zealand
hello@discoveryworks.ai
discoveryworks.ai