Terms of Engagement

1. Definitions

• RIVER refers to RIVER Group Ltd, the party providing the Services.
• Client refers to the party purchasing the Services, and its wholly owned affiliates using the Services.
• Services means the professional services, managed platform, support, enablement, and deliverables described in the Proposal/SOW and these Terms.
• Platform means RIVER's technology platform and associated operating layer, including core modules, orchestration, governance controls, evaluation and monitoring capabilities, and platform user interfaces. The Platform is technology-agnostic in these Terms and may evolve over time.
• Client Application means any client-facing application, workflow UI, or front-end delivered as part of the Services (including applications built using RIVER's delivery frameworks).
• Customer Data means any data, documents, content, prompts, inputs, outputs, logs, embeddings, metadata, or other information supplied by the Client or processed/generated for the Client through use of the Services.
• Client Systems means the Client's systems, platforms, identity provider, data sources, storage, and infrastructure that integrate with or support the Services.
• Configurations & Integrations means any connectors, pipelines, mappings, schemas, prompts, environment configuration, and integration scripts created for the Client as part of the Services.
• Custom Logic & Workflows means client-specific workflows, rules, agent behaviour, automation logic, and operating procedures configured or developed for the Client's internal business use.
• Third-Party Services means any external service provider used in connection with the Services (e.g., cloud hosting, storage, identity, AI model/LLM providers, search/vector services, monitoring tools).
• Deployment Model means the agreed hosting and operating model for the Services, as set out in the Proposal/SOW (e.g., RIVER Cloud, RIVER Sovereign, Customer Cloud Private Deployment, or Customer-Managed).
• Pilot Engagement means a time-boxed engagement intended to validate value and fit before production rollout, with a clean exit pathway (see clause 3).
• Production Engagement means an ongoing engagement intended for operational use, governance, optimisation, and scaling (see clause 3).
• Fees means the fees and charges set out in the Proposal/SOW (including any one-off setup fees, ongoing platform fees, and add-ons).
• Exit Package means an optional, separately scoped separation and transition package (see clause 13).
• Platform Maintenance means the ongoing technical upkeep required to keep the Platform and its dependencies current and operational, including software dependency updates, package and framework upgrades, API compatibility changes, security patches, infrastructure configuration changes, and environment updates. Platform Maintenance is a separate, billable service (see clause 20) and is not included in the licence fee unless explicitly stated in the Proposal/SOW.
• Material Defect means a reproducible failure that prevents the deliverable from performing the core functions described in the Proposal/SOW, excluding issues caused by: (a) Third-Party Services, (b) Client Systems or data quality, (c) Client configuration or misuse, (d) probabilistic AI outputs where the system otherwise operates as designed, or (e) degradation arising from unmaintained dependencies, packages, APIs, or infrastructure where the Client has not engaged RIVER for ongoing Platform Maintenance.

2. Service Category and Scope

This document sets out RIVER's standard terms of engagement for technology services and managed platform engagements.

• The Proposal/SOW defines the commercial scope, deliverables, Deployment Model, timeline, Fees, and any client-specific requirements.
• If there is any conflict between these Terms and the Proposal/SOW, the Proposal/SOW prevails for that engagement only.
• Any additional work outside the Proposal/SOW must be agreed in writing (including scope and Fees) before commencement.

3. Engagement Types and Minimum Term

RIVER supports two engagement modes. The Proposal/SOW will specify which applies:

Pilot Engagement

• Purpose: validate a defined use case and measurable outcomes with minimal overhead.
• Minimum term: one-off setup fee plus a minimum of one (1) month of platform/service fees (unless otherwise stated in the Proposal/SOW).
• Clean exit: either party may end the Pilot after the minimum term with written notice (see clause 12).

Production Engagement

• Purpose: operational use, reliability, governance, and ongoing optimisation.
• Minimum term: twelve (12) months unless otherwise stated in the Proposal/SOW.
• Ongoing: continues month-to-month after the minimum term unless terminated in accordance with clause 12.

4. Delivery Approach and Acceptance

• RIVER will deliver Services using an iterative approach (e.g., brief, build, review) unless otherwise agreed.
• The Client agrees to provide timely access, decisions, approvals, and feedback required to maintain delivery cadence.
• Unless otherwise specified, deliverables are deemed accepted when:
  • the Client confirms acceptance in writing; or
  • the deliverable has been used in a live or UAT context for ten (10) business days without a documented Material Defect.
• For Pilot Engagements, the parties acknowledge minor defects and iteration are expected as part of validation and refinement, and acceptance is assessed against the Pilot scope and success criteria in the Proposal/SOW.

5. Platform Accessibility and Support

• During any active licence or support period, RIVER endeavours to ensure the Platform remains accessible for its intended purpose, as approved during UAT. This is the core obligation of the licence fee.
• As part of this obligation, RIVER will remediate Material Defects in RIVER-delivered components during the active engagement term. This is included in the licence fee and does not attract additional charges.
• The parties acknowledge that AI systems are iterative. Refinement of AI outputs (e.g., prompt tuning, model selection, output quality improvement) is part of the expected process and is not a Material Defect.
• The following are NOT included in the licence fee and are addressed via change request or a separate Platform Maintenance agreement:
  • new requirements or scope changes;
  • issues caused by Client Systems, Client data, or Third-Party Services;
  • degradation arising from unmaintained dependencies, packages, APIs, or infrastructure where the Client has not engaged RIVER for ongoing Platform Maintenance (see clause 20);
  • software dependency updates, security patches, framework upgrades, or API compatibility changes required to maintain operational currency.
• Where RIVER identifies work that falls outside the licence support obligation, RIVER will notify the Client before incurring billable work.

6. Client Responsibilities

The Client will:

• nominate a primary point of contact and decision-maker(s);
• provide timely access to Client Systems, approved data sources, and required personnel;
• ensure the Client has lawful authority to provide Customer Data for the intended purpose;
• implement and maintain appropriate internal policies and procedures for use of AI outputs;
• ensure appropriate human oversight where required (especially for sensitive, regulated, or health-related decisions);
• pay Fees and any third-party infrastructure consumption that is billed through the Client's accounts (where applicable).

7. Deployment Model and Environment

The Deployment Model will be defined in the Proposal/SOW.

• RIVER Cloud (RIVER Managed): RIVER hosts and operates the Platform in an agreed region (New Zealand and/or Australia).
• RIVER Sovereign: RIVER hosts and operates the Platform with NZ data residency (user data hosted in New Zealand). Application infrastructure on AWS. RIVER manages everything.
• Customer Cloud (Private Deployment, RIVER Managed): the Platform is deployed into the Client's cloud boundary; RIVER operates and supports it.
• Customer-Managed (Licence + Support): the Client hosts and operates the Platform; RIVER provides licence and agreed support.

Where a Customer Cloud environment is used:

• the Client is responsible for the cloud subscription and base infrastructure consumption costs (compute, storage, networking), unless otherwise stated;
• the Client must provide RIVER with the agreed level of access required for support, monitoring, and maintenance;
• private networking requirements (e.g., VPN-only access, private endpoints) are supported where agreed and technically feasible within the Client environment.

8. Data Handling, Privacy, and Confidentiality

8.1 Privacy Act and Roles

• RIVER designs Services to support compliance with the New Zealand Privacy Act 2020 and, where applicable, the Australian Privacy Principles (APPs).
• In most engagements, the Client is the data owner/controller and RIVER acts as a service provider/processor handling Customer Data only to deliver the Services.
• The Client remains responsible for lawful collection, use, disclosure, retention, and responding to individual access/correction requests, unless otherwise agreed.
• The Client confirms it has obtained all necessary consents and has lawful basis for any personal data provided to or processed through the Services.

8.2 Confidentiality

• Each party must keep the other party's Confidential Information confidential and use it only for the purposes of the engagement.
• Confidential Information includes Customer Data, platform details not publicly available, security information, and commercial terms.
• Confidentiality obligations survive termination or expiry of this agreement.
• Confidentiality obligations do not apply to information that is public (through no fault of the receiving party) or required to be disclosed by law. Where disclosure is required by law, the disclosing party will notify the other party prior to disclosure.

8.3 Data Use Limitations

• RIVER will not use Customer Data to train public AI models.
• RIVER will only access and process Customer Data to deliver and support the Services, and only through authorised personnel and approved processes.

8.4 Security Controls

RIVER will apply reasonable security measures appropriate to the Deployment Model, which may include:

• encryption in transit (TLS) and encryption at rest where supported;
• role-based access controls (least privilege);
• audit logging for access and key actions, where supported by the architecture;
• segregation of environments where agreed (e.g., UAT/PROD);
• secure credential and secret handling aligned to the environment.

Security Incidents: If RIVER becomes aware of a confirmed Security Incident affecting Customer Data within RIVER's control, RIVER will notify the Client without undue delay (and in any event within 24 hours of confirmation) and provide reasonable updates and remediation steps.

Audit log retention, export requirements, and any additional incident notification requirements are set out in the Proposal/SOW where required by the Client.

8.5 Third-Party Services

• The Services may rely on Third-Party Services (including AI model providers) as specified or implied in the Proposal/SOW.
• Where the Client requires restrictions (e.g., “no public LLM APIs”, air-gapped operation, or provider-specific constraints), this is non-standard and must be explicitly agreed in the Proposal/SOW, typically with additional scope and Fees.
• The Client acknowledges that Third-Party Services have their own terms, availability, and limitations.

9. Governance and Co-Design

The following items will be co-designed and documented during the engagement:

• (a) audit logging specification;
• (b) data retention and residency approach per component;
• (c) LLM model selection and routing configuration;
• (d) acceptance test pack.

These may be attached as schedules to this agreement. Additional co-design items may be specified in the Proposal/SOW.

10. Intellectual Property, Ownership, and Usage Rights

10.1 Client Ownership

The Client retains ownership of:

• Customer Data;
• Client Systems;
• the Client's pre-existing IP, content, policies, SOPs, and business rules.

10.2 RIVER Ownership

RIVER retains ownership of:

• the Platform and any updates, improvements, and derivatives;
• RIVER's delivery frameworks, templates, tooling, and reusable components;
• any general know-how developed while providing the Services.

10.3 Deliverables and Usage Rights

• The Client receives a non-exclusive, non-transferable right to use the Platform and agreed deliverables for internal business purposes during the engagement term, subject to payment of Fees.
• The Client grants RIVER and its personnel a non-exclusive, non-transferable, revocable licence to use the Client's intellectual property solely to the extent necessary to perform the Services under these Terms.
• Configurations & Integrations and Custom Logic & Workflows created specifically for the Client are licensed to the Client for internal use with the Platform, subject to the Deployment Model.
• Unless expressly stated in the Proposal/SOW, RIVER does not transfer ownership of the Platform source code or grant rights to independently operate the Platform outside the agreed Deployment Model.
• Each party warrants to the other that the use of the other's intellectual property in accordance with these Terms will not infringe the intellectual property rights of any third party.

10.4 Instance Code Access (Optional)

Where agreed in the Proposal/SOW, RIVER may grant the Client tiered access to the client-specific instance code (modules, configurations, UI components, and custom workflows built for the Client). Instance code access is subject to the following:

• Code Visibility (read-only): The Client may inspect and audit the instance code. No modification rights. No change to SLA or support obligations.
• Code Access (read-write): The Client's in-house team may extend and modify the instance code. Modified components are subject to a modified SLA - RIVER's support obligations apply only to unmodified RIVER-delivered code.
• Enablement: Training and onboarding for the Client's developers on the framework, safe extension patterns, and deployment pipeline. Scoped as a one-time or annual engagement.

Instance code access is subject to these restrictions during the active engagement:

• Access is limited to the Client's in-house employees and direct contractors. Third-party development firms are not permitted to access the instance code during the engagement term.
• RIVER's core delivery framework (“Catalyst”) is always separated from the instance code. The Client receives access to their instance only, not the underlying engine.
• Instance code access does not include the right to independently operate the Platform outside the agreed Deployment Model (see clause 15 for independence options).
• Fees for instance code access are specified in the Proposal/SOW as a percentage of the core licence fee.

10.5 Outputs

• AI outputs generated through the Services using Customer Data belong to the Client as part of Customer Data.
• The Client is responsible for validating outputs before relying on them in operational or regulated decision-making.

10.6 Acknowledgement of Harm and Injunctive Relief

• The parties acknowledge that a breach of the intellectual property provisions in this clause 10 (including unauthorised access, distribution, reverse engineering, or on-selling of Platform code, Catalyst source, or instance code) would cause irreparable harm to the non-breaching party that may not be adequately compensated by damages alone.
• In the event of such a breach (or threatened breach), the non-breaching party is entitled to seek injunctive or other equitable relief from any court of competent jurisdiction, without the requirement to prove actual loss and without prejudice to any other rights or remedies available at law or in equity.
• This clause does not limit either party's right to claim damages in addition to injunctive relief.

11. Fees, Billing, and Third-Party Costs

• Fees are as specified in the Proposal/SOW (including any instalment plan, milestone schedule, or subscription fee).
• Fixed-fee / Pilot Engagement fees are capped to the amount stated in the Proposal/SOW unless varied by an agreed Change Request.
• Unless otherwise stated, invoices are payable within fourteen (14) days of invoice date.
• For Customer Cloud deployments, cloud infrastructure consumption and any services billed through the Client's accounts are the Client's responsibility.
• Where applicable, Third-Party Services usage may be billed separately if:
  • it runs under the Client's accounts; or
  • it exceeds any included allowance specified in the Proposal/SOW.

11A. Late Payment and Interest

• If any invoice remains unpaid beyond the payment terms, interest accrues on the overdue amount at a rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower), calculated daily from the due date until the date of payment.
• The Client is liable for all reasonable costs of collection incurred by RIVER in recovering overdue amounts, including debt collection agency fees and legal costs on a solicitor-client basis.

11B. Client Delays and Re-Mobilisation

RIVER's delivery timelines, pricing, and team availability are based on the Client meeting its obligations under clause 6 and any specific timelines agreed in the Proposal/SOW. Where Client actions or omissions cause material delay to the engagement, the following applies:

• Timeline extension: The delivery timeline extends proportionally to the delay. RIVER is not liable for missed delivery dates where the delay is caused by the Client.
• Re-mobilisation costs: Where a delay of more than twenty (20) business days requires RIVER to re-allocate and then re-mobilise team members, RIVER may charge reasonable re-mobilisation costs. RIVER will notify the Client of likely re-mobilisation costs before they are incurred.
• Champion or sponsor change: Where the Client changes its nominated champion or executive sponsor during an active engagement, RIVER may charge for a re-alignment session (typically 1-2 days of effort) to bring the new contact up to speed and re-confirm scope and priorities. This charge will be communicated in advance.
• Prolonged delay: Where Client delays exceed forty (40) business days cumulatively, RIVER may treat the engagement as suspended. RIVER will provide written notice of suspension. Fees already invoiced remain payable. Resumption requires a written re-activation agreement, which may include revised timelines, scope, and Fees.

Examples of Client-caused delays include (but are not limited to): delayed feedback or approvals, failure to provide agreed data or access, unavailability of key stakeholders, changes to project champion or sponsor, and internal restructuring that impacts the engagement.

11C. Payment Default and Suspension

Where the Client fails to pay any invoice within thirty (30) days of the due date:

• RIVER may suspend access to the Platform and Services on five (5) business days' written notice.
• Interest continues to accrue during suspension.
• Resumption requires payment of all outstanding amounts (including accrued interest) in full.

12. Change Control (Scope Protection)

• Any request that materially changes scope, deployment constraints, integrations, data sources, or security requirements is treated as a Change Request.
• RIVER will provide an estimate or quote for additional work and may pause impacted work until the Change Request is agreed in writing.
• Non-standard requirements (including restricted model/provider rules, air-gapped environments, bespoke architectures, or unusual procurement constraints) may require separate pricing and timelines.

13. Warranties and Disclaimers (AI-Specific)

• RIVER will provide the Services with reasonable care and skill consistent with professional services standards.
• AI systems are probabilistic. Outputs may be incomplete, incorrect, or inconsistent. The Client must apply appropriate human oversight and validation.
• RIVER does not warrant that the Services will be error-free or uninterrupted, particularly where Third-Party Services are involved.
• The Client remains responsible for business decisions and any regulated determinations (including health-related decisions) made using outputs from the Services.

14. Termination and Clean Exit

14.1 Termination for Convenience

• Pilot Engagement: either party may terminate after the minimum term with one (1) month's written notice (unless otherwise specified in the Proposal/SOW).
• Production Engagement: either party may terminate after the minimum term with three (3) month's written notice (unless otherwise specified in the Proposal/SOW).

14.2 Termination for Cause

Either party may terminate immediately by written notice if the other party:

• materially breaches the agreement and fails to remedy within twenty (20) business days of written notice specifying the breach; or
• becomes insolvent or unable to pay debts as they fall due.

14.3 Early Termination Fee

Where the Client terminates a Production Engagement before the end of the committed minimum term (other than for cause under clause 14.2), an early termination fee applies based on the remaining licence and build lane fees:

• Year 1 of committed term: 50% of remaining licence and build lane fees;
• Year 2: 30% of remaining;
• Year 3: 15% of remaining.

The early termination fee does not apply to: setup fees (already delivered), add-on services, or Pilot Engagements. The early termination fee may be paid as a lump sum or in twelve (12) equal monthly instalments.

Where RIVER terminates for cause (Client breach), the early termination fee applies in full.

Where the Client terminates for cause (RIVER breach), the early termination fee is waived.

14.4 Exit Obligations

On termination or expiry:

• the Client must pay all outstanding invoices and Fees for Services delivered up to the termination date (including any early termination fee, work completed to date yet to be invoiced, and any agreed exit support costs);
• no early termination fees or exit fees apply during Pilot Engagements;
• RIVER will disable access to the Platform and remove RIVER operational access where applicable;
• for Production Engagements, the Platform will remain accessible to the Client in read-only mode for ninety (90) days following the termination effective date;
• on request, RIVER will provide an export of Customer Data that is reasonably available for export (including configurations and client-specific workflows) in standard formats within twenty (20) business days of the termination effective date;
• data deletion/retention will follow the agreed Deployment Model and applicable legal obligations. Unless otherwise agreed, Customer Data held by RIVER will be deleted within thirty (30) business days of export confirmation.

15. Instance Code Independence (Separation and Perpetual Licence)

15.1 Separation Engineering

Where the Client wishes to fork and independently operate their instance code, RIVER will provide Separation Engineering as a separately scoped and priced engagement. Separation Engineering typically includes:

• packaging the client-specific instance code (with RIVER's core framework stripped);
• dependency documentation and deployment configuration;
• technical handover sessions;
• one (1) month of post-separation advisory support.

The Separation Engineering fee is scoped per engagement based on platform complexity and is invoiced upfront.

15.2 Perpetual Instance Licence

On completion of Separation Engineering, the Client receives a perpetual, non-exclusive, non-transferable licence to use the client-specific instance code (excluding RIVER's core delivery framework) for internal business purposes. The perpetual licence fee is calculated as a multiple of the Client's base licence fee at the time of exit, as set out in the Proposal/SOW or the applicable pricing schedule.

The perpetual licence fee may be paid as a lump sum or in twelve (12) equal monthly instalments. Where the Client elects monthly instalments, the Platform remains accessible in read-only mode and the full instance code package is delivered after receipt of the final instalment.

15.3 Post-Exit Rights

On receipt of a perpetual instance licence:

• the Client may operate, maintain, and extend the forked instance independently;
• the Client may engage any third-party contractors or development firms to support the forked instance (the in-house restriction under clause 10.4 applies during the active engagement only);
• RIVER has no obligation to provide updates, patches, support, or AI model improvements for the forked instance;
• the Client assumes full responsibility for security, compliance, and operational performance of the forked instance.

15.4 Code Rights Eligibility

Instance code independence (Separation Engineering and Perpetual Licence) is available as a standard right where:

• the Client has completed 50% or more of their committed term; and
• all outstanding amounts are paid in full (including any early termination fee).

Where the Client has completed less than 50% of their committed term, instance code independence is not available as a standard right and may be negotiated on a case-by-case basis.

Instance code independence is not available for Pilot Engagements (data export only).

Where the Client is in breach (e.g. non-payment), no instance code access will be provided until all amounts are paid in full.

15.5 Source Code Escrow

Where agreed in the Proposal/SOW, RIVER will deposit and maintain in escrow with an agreed third-party escrow agent: (a) the client-specific instance source code; (b) deployment configuration and infrastructure documentation; (c) dependency manifests and build instructions. Deposits will be updated quarterly.

Release conditions: (i) RIVER enters insolvency, receivership, or liquidation; (ii) RIVER materially breaches its platform accessibility obligations and fails to remedy within twenty (20) business days of written notice; (iii) RIVER ceases commercial operations of the Platform.

Upon release, the Client receives a perpetual licence to the escrowed materials for internal use. Separation Engineering remains available as a separately scoped engagement if the Client requires active handover support.

15.6 Post-Exit Advisory (Optional)

Following completion of Separation Engineering, the Client may engage RIVER for ongoing advisory support on a separately scoped basis. Post-Exit Advisory is guidance only - not platform operations. Minimum term: three (3) months.

16. Liability and Limitation of Liability

16.1 Allocation of Risk

The Services involve AI and integration into operational workflows. The Client controls how outputs are used in business decisions. The Client remains responsible for operational decisions, regulated determinations, and appropriate human oversight.

16.2 Liability Cap - Three-Tier Structure

To the maximum extent permitted by law, each party's total aggregate liability arising out of or in connection with the Services is structured as follows:

Where the Proposal/SOW specifies a different liability cap structure, the Proposal/SOW prevails.

16.3 Excluded Losses

To the maximum extent permitted by law, neither party is liable for indirect, consequential, special, or incidental loss, including loss of profits, revenue, goodwill, or anticipated savings.

16.4 Exceptions

Nothing limits liability for:

• fraud or wilful misconduct;
• death or personal injury;
• breach of confidentiality obligations (subject to the IP and confidentiality cap above);
• infringement of third-party IP rights caused by a party (subject to the IP and confidentiality cap above);
• any liability that cannot be excluded under applicable law.

17. Suspension

RIVER may suspend access to the Services if:

• Fees are overdue and not remedied within a reasonable time after notice;
• continued operation would create a material security risk; or
• required access or approvals are withheld in a way that prevents RIVER from safely operating the platform.

Where RIVER suspends access, RIVER will notify the Client as soon as practicable, provide the reason for suspension, and restore access once the issue is resolved. “Material security risk” means a credible risk of unauthorised access to, loss or corruption of, Customer Data, or a breach of applicable privacy or security obligations.

18. Publicity and Case Studies

• Either party may make good-faith announcements about the engagement, subject to confidentiality and the Client's security and regulatory requirements.
• Use of the other party's name, trademarks, or logos in public marketing materials (including a named Case Study) requires prior written approval (not to be unreasonably withheld or delayed).
• The Client will respond to any case study draft within ten (10) business days of receipt. Case studies will be limited to factual outcomes, anonymised where the Client requires, and will exclude personal data, sensitive security details, and regulated or confidential information.
• RIVER may share anonymised, de-identified learnings and general capability outcomes that do not identify the Client or disclose Confidential Information, unless the Client reasonably objects in writing.

19. Insurance

RIVER maintains Technology Liability insurance covering Professional Indemnity / Errors & Omissions, Public Liability, Cyber Liability, and Statutory Liability. Limits of liability: $1,000,000 per the policy schedule. Cover extends to work performed by contractors and subcontractors engaged by RIVER Group. Increased limits available on request. Certificates of currency are available on request.

Insurance coverage and limits are based on RIVER's current policy and may be updated from time to time to reflect changes to RIVER's insurance arrangements. RIVER will notify the Client if coverage materially changes during an active engagement.

20. Maintenance

20.1 Maintenance Windows

• Planned maintenance is notified to the Client a minimum of three (3) business days in advance. Planned maintenance windows are scheduled outside Client business hours where practical.
• Emergency or security-related maintenance may be performed with notice where practical.

20.2 Platform Maintenance (Ongoing Code and Dependency Upkeep)

• Platform Maintenance (as defined in clause 1) is a separate, billable service. It is not included in the licence fee unless explicitly stated in the Proposal/SOW.
• Platform Maintenance is typically delivered as part of a retainer or managed services engagement and may include: dependency and package updates, framework upgrades, API compatibility changes, security patching, environment configuration updates, and performance optimisation.
• Where the Client has not engaged RIVER for ongoing Platform Maintenance, RIVER is not responsible for platform degradation, incompatibility, or failure arising from outdated dependencies, deprecated APIs, expired certificates, unsupported runtime versions, or changes to Third-Party Services.
• If RIVER identifies that Platform Maintenance is required to restore or sustain platform operation, RIVER will notify the Client and provide a scope and estimate. Work will not commence until agreed in writing.
• RIVER recommends that all Production Engagements include a Platform Maintenance component. Clients who opt out acknowledge the risk that the platform may degrade over time without ongoing technical upkeep.

21. Subcontracting

RIVER may engage subcontractors to perform parts of the Services. RIVER remains responsible for subcontractor performance and will ensure subcontractors are bound by confidentiality and security obligations consistent with these Terms.

Where the Client requires prior notification or consent for subcontractors, this will be specified in the Proposal/SOW or Special Terms.

22. Force Majeure

Neither party is liable for delay or failure to perform caused by events beyond reasonable control (including natural disasters, pandemic, government action, war, cyber attack on national infrastructure, or widespread utility failure), provided the affected party notifies the other promptly and takes reasonable steps to mitigate. If a force majeure event continues for more than sixty (60) days, either party may terminate by written notice.

23. General

• The parties are independent contractors. Nothing creates a partnership, joint venture, or employment relationship.
• Any notices must be given in writing to the primary contacts specified in the Proposal/SOW.
• If any provision is invalid or unenforceable, the remainder remains in force.
• Order of precedence: if there is any conflict, the following order applies (highest first): (1) any Special Terms in the Proposal/SOW, (2) the Proposal/SOW, (3) the Procurement Q&A where expressly incorporated, then (4) these Terms.
• This document and the Proposal/SOW form the entire agreement for the engagement and supersede prior discussions, unless otherwise agreed in writing.

24. Dispute Resolution and Governing Law

• This Agreement is governed by the laws of New Zealand, and the parties submit to the non-exclusive jurisdiction of New Zealand courts.
• If a dispute arises, a party must give written notice describing the dispute and the outcome sought.
• The parties will first seek to resolve the dispute through good-faith executive escalation within ten (10) business days of notice.
• If unresolved, the parties will attempt to resolve the dispute by mediation in New Zealand (venue as agreed, or Auckland by default) under the Resolution Institute Standard Mediation Agreement, within twenty (20) business days of the escalation meeting.
• Nothing prevents either party from seeking urgent interlocutory relief where necessary.
• Unless impracticable, the parties will continue performing their obligations while the dispute is being resolved.