Terms of Service
1. About These Terms
These Terms of Service ("Terms") are an agreement between you ("you" or "Client") and Westvane ("we", "us"), a sole trader business run by Rahul in Auckland, New Zealand. They apply to our website at www.westvane.com and all our services.
By accepting a quote, paying an invoice or using our services, you agree to these Terms. If a signed proposal or quote conflicts with these Terms, the proposal wins for that project. Our [Privacy Policy] explains how we handle personal information.
2. Eligibility
You must be at least 18 years old and able to enter a binding contract. If you accept these Terms for a business, you confirm you are authorised to bind that business. Our services are available worldwide, but you must not use them where doing so would break local law.
3. Our Services
We build and maintain websites and create and manage AI voice agents, and may offer more services over time. The scope, deliverables, timeline and price for each project are set out in your quote or proposal.
Changes to the agreed scope are quoted separately before we start them. We may update, improve or discontinue features of our services, and will give you reasonable notice of any change that materially affects you.
4. Fees and Payment
Pricing: fees are set out in your quote, in New Zealand dollars (NZD) unless stated otherwise, and exclude GST where it applies.
Deposit: project work requires a 50% deposit before we start, with the remaining 50% due on completion.
Subscriptions: ongoing services, such as website maintenance or voice agents, are billed monthly in advance and renew automatically until cancelled.
Usage costs: third-party usage costs, such as phone numbers, call minutes and SMS, are billed on top of your fees unless your quote says they are included.
Invoices: payment is due within 7 days of the invoice date. Payments are processed by Stripe.
Late payment: if an invoice is more than 14 days overdue, we may pause work or suspend services until it is paid.
Price changes: we will give at least 30 days' notice of any change to subscription prices.
We do not currently offer free trials.
5. Refunds and Cancellation
Deposits are non-refundable once work has started, as they cover time already committed to your project.
Subscription fees are not refunded for a month that has already started.
You may cancel a subscription at any time with 30 days' written notice. There is no minimum contract term unless your quote says otherwise.
If you cancel a project partway through, you pay for work completed up to the cancellation date.
Nothing in this section limits any refund rights you have under consumer law (see section 13).
6. Your Responsibilities
You agree to:
give us accurate information, content and timely feedback, as delays on your side may delay delivery;
make sure you own or have permission to use any content, logos, images or data you give us;
keep your account logins secure and tell us promptly about any unauthorised access;
review your website and AI agent before it goes live and tell us about any errors; and
comply with all laws that apply to your business and your use of our services.
Call recording and consent. If your AI voice agent records calls, contacts people or collects their information, you are responsible for giving any notices and getting any consents your local laws require, including for call recording, telemarketing and privacy.
7. Acceptable Use
You must not use our services, or ask us to build anything, that:
sends spam, robocalls or unsolicited messages, or calls people without the consent the law requires;
is illegal, fraudulent, misleading or deceptive;
impersonates a real person or business, or hides that a caller is an AI where disclosure is required;
harasses, threatens or discriminates against anyone;
infringes anyone's intellectual property or privacy;
spreads malware or tries to gain unauthorised access to any system; or
breaks the usage policies of the AI and telecommunications providers we use.
We may refuse, pause or remove anything that breaks this section.
8. AI Outputs
Our services use third-party AI models (currently from OpenAI, Anthropic and xAI) and telecommunications providers. You understand that:
AI can produce responses that are inaccurate, incomplete or inappropriate, and may behave differently over time as providers update their models;
AI outputs are not professional, legal, medical or financial advice;
you are responsible for reviewing how your AI agent is set up and for decisions you make based on its outputs; and
we are not responsible for outages, changes or errors caused by third-party providers, though we will work to fix issues within our control.
We set up your AI agent with reasonable care, but we cannot guarantee that every output will be correct.
9. Intellectual Property
Your content: you keep ownership of everything you give us, such as text, images, logos and data. You give us permission to use it only to provide our services.
Your website: once you have paid all fees for it in full, you own the final website design and content we created for you.
Our tools: we keep ownership of our own templates, code, frameworks, methods and know-how that we reuse across clients. Where these form part of your website, you get a permanent licence to use them as part of that website.
AI agents: we own the setups, prompts, workflows and configurations of the AI voice agents we build. You get a licence to use your agent while your subscription is active and paid.
AI outputs: as between you and us, you own the outputs your AI agent produces for your business, to the extent the law allows. AI outputs may not be protected by copyright, and similar outputs may be generated for others.
Portfolio: we may show your website or a description of our work for you in our portfolio and marketing, unless you ask us in writing not to.
10. Confidentiality and Privacy
Each of us will keep the other's confidential information private and use it only for the purposes of our work together, unless the law requires otherwise. This does not cover information that is already public.
We handle personal information according to our [Privacy Policy]. Where we process your customers' personal information for you, we act as your service provider, and you remain responsible for having a lawful basis and the right notices to collect it.
11. Service Availability and Support
We use reasonable efforts to keep your website and AI agent running and to respond to support requests promptly. We do not guarantee uninterrupted service or any specific uptime or response time, as our services rely on third-party hosting, AI and telecommunications providers. We will try to give notice of planned maintenance.
12. Suspension and Termination
Suspension. We may suspend your services if an invoice is more than 14 days overdue, if you break section 7, or if we need to protect our services, other clients or the public. Where practical, we will tell you first and give you a chance to fix the issue.
Termination by you. You may end a subscription with 30 days' written notice, as set out in section 5.
Termination by us. We may end our services with 30 days' written notice for any reason, or immediately if you seriously or repeatedly break these Terms.
After termination:
you must pay all fees owed up to the end date;
your AI agent licence ends, and we may switch off the agent and release any phone numbers;
if all invoices are paid, we will hand over your website files and content on request, and help transfer your website out of our platform for a reasonable quoted fee if extra work is needed; and
we may delete your data after 30 days, as described in our Privacy Policy.
Sections that by their nature should continue, such as payment, intellectual property, liability and disputes, survive termination.
13. Consumer Law and Warranties
We provide our services with reasonable care and skill. Apart from that, and to the extent the law allows, our services are provided "as is" without other warranties.
Personal clients: if you use our services for personal rather than business purposes, you have rights under the Consumer Guarantees Act 1993 and the Fair Trading Act 1986 (or your local consumer laws) that these Terms do not exclude or limit.
Business clients: if you acquire our services for business purposes, you agree that the Consumer Guarantees Act 1993 does not apply, and that sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 do not apply, to the extent the law allows. Both parties agree this is fair and reasonable.
14. Limitation of Liability
To the extent the law allows:
we are not liable for any indirect or consequential loss, or for loss of profits, revenue, data, business or goodwill;
we are not liable for loss caused by third-party providers, your content, your instructions, or AI outputs you did not review; and
our total liability to you for all claims is limited to the fees you paid us in the 12 months before the claim arose.
Nothing in these Terms limits liability that cannot legally be limited, including your rights under consumer law.
15. Indemnity
If you are a business client, you agree to cover our reasonable losses and costs from claims by others caused by your content, your breach of sections 6 or 7, or your use of our services in breach of the law.
16. Disputes and Governing Law
If a dispute arises, we will both first try to resolve it in good faith by talking directly. If it is not resolved within 20 working days, either of us may refer it to mediation in Auckland, with costs shared equally. Either of us may still seek urgent relief from a court, and personal clients may still use the Disputes Tribunal.
These Terms are governed by New Zealand law, and the New Zealand courts have exclusive jurisdiction. If you are a consumer outside New Zealand, you keep any mandatory protections your local laws give you.
17. General
Changes to these Terms: we may update these Terms and will give existing clients at least 30 days' notice of material changes. The date at the top shows the latest version.
Events outside our control: we are not liable for delays or failures caused by events beyond our reasonable control, such as provider outages, natural disasters or internet failures.
Relationship: we are an independent contractor, not your employee or partner.
Transfer: you may not transfer your rights under these Terms without our written consent. We may transfer them if our business is sold.
Notices: notices may be given by email to the address each of us last provided.
Severability: if any part of these Terms is found unenforceable, the rest still applies.
Waiver: if we do not enforce a right straight away, we can still enforce it later.
Entire agreement: these Terms, your quote or proposal and our Privacy Policy form the whole agreement between us.
18. Contact Us
Westvane, Auckland, New Zealand Email: [email protected] Website: www.westvane.com
