RIVER Terms of Engagement

These terms apply to all engagements with RIVER Group. You sign them once; each Proposal then sets the work and commercial terms for that engagement.

Last updated: 27 July 2026

RIVER Terms of Engagement

RIVER Group Limited · New Zealand · 27 July 2026

These Terms govern every engagement between RIVER and the Client (you), from a single advisory session to a platform we build, a team working alongside yours, or access to platform code. You sign them once. Each Proposal then sets out the work and commercial terms for that engagement.

How This Agreement Works

At RIVER, we have a broad set of Terms that cover all of our engagements. Part A governs every engagement. Part B contains six modules, each addressing a different kind of work. A module applies where the circumstances it describes are present.

Module	Applies to
A. Advisory and Enablement	Workshops, coaching, training or an audit
B. Fixed-Price Builds	A build delivered for a fixed price
C. Retainers and Subscriptions	An ongoing recurring fee
D. Hosting and Deployment	Any engagement where the platform is deployed and operated, by either party
E. Code Access and Collaborative Development	Any engagement where your people have access to a RIVER codebase, including collaborative or AI-assisted development, inspection and audit
F. Independence, Separation and Perpetual Licence	Engagements where the Proposal grants instance code independence or a perpetual licence

Modules D and E apply whenever those circumstances exist, whether or not the Proposal uses those words. Modules A, B, C and F apply where the Proposal provides for that work.

Headings and tables aid navigation. Where any is inconsistent with the wording of a clause, the clause prevails.

If you need something different. These Terms are our standard position, kept consistent for every client. Where you need something to work differently, we agree it as a special term in your Proposal, which prevails over these Terms for your engagement (clause 1.2). This keeps the base terms stable and approval fast.

PART A: General Terms

1. The Agreement

Introduces the parties, defines key terms and sets the order of precedence, so this agreement is clear and self-contained.

1.1 Parties and definitions

These Terms are between RIVER Group Limited (RIVER, we, us) and the Client (you) identified in the Proposal. They extend to your wholly owned subsidiaries using the Services, and you are responsible for their compliance.

Proposal means the proposal, statement of work or order form describing an engagement, with its schedules. Each Proposal forms part of this agreement.
Services means the work described in the Proposal.
Catalyst means RIVER's proprietary delivery framework and codebase, whatever it is named from time to time, including its reusable components, tooling, patterns and templates, and all updates, derivatives, successors and replacements. This may comprise more than one codebase.
Your Instance means the application, configuration, workflows and client-specific code developed for you that are unique to your deployment and operate on Catalyst. Your Instance does not include Catalyst.
Your Data means all data, content, documents, prompts, inputs, outputs, logs and metadata supplied by you or generated for you through the Services.
Your Systems means your infrastructure, identity provider, data sources and any environment to which the Services connect.
AI Services means any third-party model or artificial intelligence provider used in delivering the Services.
Business Day means a day other than a Saturday, Sunday or Auckland public holiday, excluding 24 December to 5 January inclusive.
Defect means a reproducible failure of a deliverable to perform, in a material respect, the functions described in the Proposal (within RIVER's control to manage).
Confidential Information means information disclosed by one party that is identified as confidential or that a reasonable person would understand to be confidential, and includes Your Data, RIVER's non-public technical and platform information, security information and the commercial terms.
Committed Term means a minimum term stated in the Proposal that you have agreed to, in exchange for a benefit stated in the Proposal, such as a discount or dedicated capacity.
Pilot means an engagement, or a phase of an engagement, that the Proposal designates as a pilot, trial, proof of concept or user acceptance testing.
Stripped Catalyst Core means only those components of Catalyst that are incorporated in, and necessary to operate, Your Instance as at the date of separation, and expressly excludes all other Catalyst components, modules, tooling, marketplace and future development.

A module may introduce further definitions, which apply within that module only.

1.2 Order of precedence

Where there is inconsistency: special terms in a Proposal prevail, but only where the Proposal expressly states that it varies these Terms and identifies the clause varied; then the Proposal; then these Terms. This prevents inadvertent variation.

1.3 Variation of scope

Work outside the Proposal must be agreed in writing, including scope and fees, before it commences.

1.4 One agreement across engagements

You sign these Terms once. Where the parties later undertake different work, the Proposal for that engagement sets its commercial terms and no further execution of these Terms is required. A module applying to one engagement does not apply to another unless its circumstances are also present there.

Updated terms. The parties may agree to update these Terms in writing at any time, including as part of a new Proposal or Statement of Work. An update takes effect only by that agreement, and does not change any special terms already agreed unless it says so.

Correcting errors. An obvious clerical error or wrong cross-reference may be corrected without a formal variation, provided it does not change the substance of either party's rights or obligations.

1.5 Modules apply to the circumstances

Modules D (Hosting and Deployment) and E (Code Access and Collaborative Development) apply wherever the circumstances they describe are present, irrespective of whether the Proposal refers to that module, uses its terminology, or is silent. Where a Proposal grants access, rights or services that a module addresses, that module governs them.

2. Delivery and Collaboration

How the parties work together during delivery, in order to clarify responsibilities on both sides and give the engagement the best chance of success.

2.1 Approach

We deliver iteratively, following a process that generally includes scoping and architecture, followed by development, and then review and refinement, unless the Proposal provides otherwise, and will keep you informed of progress and of what we require from you.

2.2 Your responsibilities

You will nominate a primary contact authorised to make decisions and an executive sponsor; provide timely access to Your Systems, approved data sources and relevant personnel; provide decisions, approvals and feedback within the timeframes agreed or, where none is agreed, within a reasonable period; ensure you have lawful authority to provide the data you supply; and maintain appropriate human oversight of outputs from the Services, particularly for decisions carrying legal, financial, clinical or safety consequences.

2.3 Acceptance

A deliverable is accepted when you confirm acceptance in writing, or when it has been used in a live or user acceptance testing environment for ten (10) Business Days without notification of a Defect.

2.4 Warranty period

For thirty (30) Business Days following acceptance, we will remediate any Defect in a RIVER-delivered component at our cost.

The warranty does not extend to failures arising from Your Systems, Your Data or a third-party service; modification by any person other than RIVER; new or changed requirements, which fall under clause 2.5; refinement of artificial intelligence output quality, which is expected iterative work under clause 5; or degradation arising from unmaintained dependencies, packages, application programming interfaces, runtimes or infrastructure where you have not engaged us to maintain them.

2.5 Change control

A request that materially changes scope, deployment model, integrations, data sources or security requirements is a change: we will estimate it, and may pause affected work until it is agreed in writing.

Smaller requests do not need this. Within a time-billed or retainer engagement we carry them out and bill them against hours used at the rates in the Proposal, keeping you informed as they arise. We may also absorb a minor change at no cost, and doing so once does not waive our right to charge another time.

2.6 Client-caused delay

Our timeframes and pricing assume you meet your obligations under clause 2.2. Where your act or omission causes material delay, the timeframe extends by the period of the delay and we are not liable for a date missed as a result. Having notified you first, we may charge reasonable remobilisation costs where a delay exceeds twenty (20) Business Days and requires us to reallocate and then remobilise personnel, and may charge for a realignment session where you change your nominated contact or sponsor mid-engagement. Where delays exceed forty (40) Business Days cumulatively, we may suspend the engagement by written notice; fees already invoiced remain payable, and resumption requires a written agreement which may revise timeframes, scope and fees.

2.7 Our recommendations

Where we make a written recommendation, including as to maintenance, security, hosting, architecture or data handling, and you decline or defer it, you accept the associated risk. We are not liable for loss, degradation, outage, data loss or security incident to the extent it arises from a recommendation you declined or deferred, and any such consequence is not a Defect.

3. Fees and Payment

What you pay, when it falls due, and what follows if payment is delayed, so the commercial position is unambiguous.

3.1 Fees and invoicing

Fees are as set out in the Proposal, in New Zealand dollars and exclusive of GST unless stated otherwise. We invoice monthly unless the Proposal provides otherwise. Payment terms are as stated in the Proposal or on the invoice; where none is stated, invoices are payable within fourteen (14) calendar days of the invoice date.

3.2 Third-party and consumption costs

Where the Services rely on third-party infrastructure or AI Services billed through your accounts, those costs are yours, unless agreed otherwise in a Proposal. Where they are billed through our accounts and exceed an allowance stated in the Proposal, we may recover them at cost.

3.3 Late payment

Interest accrues on overdue amounts at 1.5% per month, or the maximum rate permitted by law if lower, calculated daily from the due date. You are liable for our reasonable recovery costs, including debt collection and legal costs on a solicitor-client basis.

3.4 Suspension

Where an invoice remains unpaid thirty (30) calendar days after its due date, we may suspend the Services on five (5) Business Days' written notice. Interest continues to accrue, and restoration requires payment of all outstanding amounts including accrued interest.

We may also suspend where continued operation would create a material security risk, or where access or approvals necessary to operate the platform safely are withheld. We will notify you of the reason as soon as reasonably practicable and restore access once resolved.

3.5 Guarantees

Where a Proposal includes a guarantee, it forms part of this agreement and we will honour it according to its terms.

Each guarantee is conditional on your performance of the dependencies stated in the Proposal, ordinarily agreed access, agreed data and one nominated owner on your side. Where more than one guarantee could apply to the same event, the guarantee more favourable to you applies, to the exclusion of the other.

4. Data, Privacy, Confidentiality and Security

How we handle your information, in order to meet our obligations to you and support yours to the people whose information you hold.

4.1 Ownership and privacy

Your Data is and remains yours. We hold and process it solely to deliver and support the Services.

We design the Services to support compliance with the Privacy Act 2020 (NZ) and, where applicable, the Australian Privacy Principles and the Health Information Privacy Code 2020. In most engagements you are the agency that holds the information and we act as your service provider. You remain responsible for lawful collection, use, disclosure and retention, for having a lawful basis to provide information to us, and for responding to requests from individuals about their own information.

4.2 Restrictions on our use

We will not use Your Data to train public artificial intelligence models. We will access and process Your Data only to deliver and support the Services, through authorised personnel and approved processes. We will not transfer Your Data outside the region stated in the Proposal without first notifying you.

4.3 Confidentiality

Each party will keep the other's Confidential Information confidential and use it solely for the engagement. These obligations survive expiry or termination. They do not apply to information that is or becomes public other than through the receiving party's breach, or that is required to be disclosed by law, in which case the disclosing party will notify the other in advance where permitted.

Given clause 5.4, confidentiality is the principal protection for source code and technical materials, and both parties will treat it accordingly.

4.4 Security

We apply security measures appropriate to the deployment model, ordinarily including encryption in transit, encryption at rest, role-based access control on a least-privilege basis, audit logging, environment segregation and secure credential handling.

Where we become aware of a confirmed security incident affecting Your Data within our control, we will notify you within forty-eight (48) hours of confirmation and provide reasonable updates and remediation steps.

4.5 Third-party services

The Services often rely on third-party providers, such as hosting, AI Services, email and payments, each with its own terms, availability and limitations that are outside our control. Where you need to restrict which providers we use, for example for data residency or a required platform, that is agreed in the Proposal, as it usually affects scope, timeframes and fees.

5. Artificial Intelligence

How artificial intelligence is used in the Services and where responsibility sits, so both parties understand its characteristics and limits before relying on it.

5.1 The nature of AI output

Artificial intelligence systems are probabilistic. They may produce different results from the same input, and results that are incorrect while appearing authoritative. We do not warrant that any AI output is accurate, complete or current.

We warrant that we design, ground, test and monitor artificial intelligence features with reasonable care and skill, in accordance with the approach described in the Proposal.

5.2 Human oversight

You are responsible for reviewing AI output before relying on it, and for maintaining human oversight of any decision carrying legal, financial, clinical, employment or safety consequences. We build review points into the design; their operation is your responsibility.

5.3 Ownership of output

Output generated for you through the Services forms part of Your Data and belongs to you.

5.4 AI-generated code and the limits of copyright

We use AI-assisted development tooling. Code generated without sufficient human authorship may not attract copyright in some jurisdictions, including Australia and the United States, so we cannot promise that copyright exists in what we build, and we do not warrant that it does.

To the extent copyright or any other right subsists, or later subsists, in Your Instance, we assign it to you, together with a perpetual, irrevocable, worldwide, royalty-free licence over any part of Your Instance we cannot validly assign. This covers Your Instance only. It does not assign Catalyst, which we own under clause 6.2 and license to you under clause 6.3.

5.5 Third-party and open-source code

All modern software, and AI tooling in particular, draws on third-party and open-source code. That is normal and expected, and no tool or scan reliably detects where AI tooling has reproduced code it was trained on. This is therefore a matter of reasonable care, not a guarantee.

We take reasonable care not to introduce, into the code we develop, any code whose licence would require you to disclose or open-source your own proprietary code, or that infringes a third party's rights. Where such code is later found in a component we developed, we will cure it at our cost, by replacing or re-implementing it or procuring the necessary licence, before any claim for damages.

This covers code developed by RIVER. Code you or your developers author, including with AI tooling, is governed by clause E.6. Where your procurement requires formal licence scanning or a software bill of materials, we will scope and provide it separately.

5.6 Model substitution and change in law

AI Services release, update and retire models more frequently than a contract cycle. We may substitute the model behind a feature with one of equivalent or superior capability as part of normal operation, including where a provider retires one, and routine substitutions need no notice. Where a substitution would materially affect the Services, including any cost passed to you or how Your Data is handled, we will notify you in advance.

Where a change in law materially affects delivery of the Services or the obligations of either party, either party may request a review of the affected terms, and the parties will negotiate in good faith.

5.7 Your AI tooling

Where you connect your own artificial intelligence tooling, assistant or subscription to any RIVER environment, codebase or platform, you must ensure it operates under a business or enterprise agreement whose terms exclude training on submitted content or code, with that setting enabled.

This is a control, not a preference. Where a provider trains on submitted content it ceases to act as your processor and becomes a separate recipient, altering the obligations of both parties under clause 4.1.

6. Intellectual Property and Ownership

Who owns what, and what each party may do with the other's intellectual property, so ownership is never in doubt.

6.1 Your property

You own Your Data; Your Systems; your pre-existing intellectual property, content, policies, procedures and business rules; and Your Instance, being the application, configuration, workflows and client-specific code developed for you that are unique to your deployment.

6.2 Our property

We own Catalyst, together with our delivery frameworks, tooling, reusable components, and the general know-how developed in the course of providing the Services. Reusable components, modules and improvements we develop remain part of Catalyst even where developed during your engagement, and do not form part of Your Instance.

6.3 Your licence to Catalyst

We grant you a non-exclusive, worldwide, royalty-free licence to use Catalyst as incorporated in Your Instance, for so long as you operate Your Instance.

Under this licence you may:

operate Your Instance commercially without restriction. Your customers, members and end users may use the platform, you may charge them for that use, and you may build your commercial model upon it. This licence restricts what you may do with the code, and does not restrict who may use the product;
modify and extend Catalyst as incorporated in Your Instance for your own use;
permit your personnel and contractors to exercise these rights on your behalf, subject to Module E where it applies.

Under this licence you must not sell, sublicense, publish, open-source, distribute or otherwise make Catalyst available to any third party; use Catalyst to build, host or deliver software for any third party; or use Catalyst to develop a competing framework, platform or development service.

6.4 Our licence to your property

You grant us a non-exclusive, non-transferable, revocable licence to use your intellectual property solely to the extent necessary to perform the Services.

6.5 Mutual warranty and injunctive relief

Each party warrants that its use of the other's intellectual property in accordance with these Terms will not infringe the intellectual property rights of any third party. This warranty is subject to clause 5.4.

The parties acknowledge that breach of this clause 6, including unauthorised distribution, reverse engineering or on-selling of Catalyst or Your Instance, would cause irreparable harm that damages alone may not adequately remedy. The non-breaching party may seek injunctive or other equitable relief from any court of competent jurisdiction without proving actual loss, and without prejudice to any other remedy.

7. Liability, Indemnity and Insurance

How risk is allocated between the parties, in order to give both a clear, proportionate and insurable position.

7.1 Allocation of risk

The Services involve artificial intelligence and integrate into your operational workflows. You control how outputs are used, and remain responsible for operational decisions, regulated determinations and appropriate human oversight.

7.2 Limitation of liability

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

Category	Cap
General liability, including negligence, error, omission, delay and breach of contract	Fees paid by you to RIVER in the twelve (12) months preceding the event giving rise to the claim, to a maximum of NZD $500,000
Data breach, privacy, confidentiality and intellectual property infringement	NZD $1,000,000
Fraud, wilful misconduct, death or personal injury	Unlimited

Where a Proposal specifies a different cap, the Proposal prevails.

7.3 Excluded loss

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

7.4 Intellectual property indemnity

We will defend you against any third-party claim that a RIVER-delivered component infringes that third party's intellectual property rights, and will pay damages finally awarded or agreed in settlement, subject to the cap in clause 7.2.

This indemnity does not apply to a claim arising from material supplied or specified by you, or components you directed us to use; modification by any person other than RIVER; combination with technology not supplied by RIVER, where the claim would not have arisen but for the combination; your continued use after we have notified you of a claim and offered a non-infringing alternative; code authored by you, including code generated by your artificial intelligence tooling, and whether or not we have reviewed or promoted it; or third-party and open-source code, which is addressed under clause 5.5.

Our first remedy is to procure the right to continue use, or to modify or replace the affected component so that it is non-infringing.

7.5 Exceptions and insurance

Nothing in this clause limits liability for fraud, wilful misconduct, death or personal injury, or any liability that cannot be excluded at law.

We maintain Technology Liability insurance covering professional indemnity and errors and omissions, public liability, cyber liability and statutory liability, to a limit of NZD $1,000,000 in accordance with the policy schedule. Cover extends to contractors and subcontractors engaged by us. Certificates of currency are available on request, increased limits can be arranged, and we will notify you where cover materially changes during an active engagement.

8. Termination and Transition

How an engagement ends and what you retain, so continuity of your operations never depends on the continuation of this agreement.

Termination concerns the services engagement, the ongoing work and any retainer. It does not end a perpetual licence granted under Module F, or your right to keep operating Your Instance, both of which survive it. Where work is delivered through statements of work, each simply completes; this section is the tidy-up if the ongoing relationship winds down.

8.1 Notice

Either party may terminate an engagement for convenience on written notice, the period being:

one (1) month for a Pilot or a month-to-month engagement;
three (3) months for a platform hosted and operated by RIVER;
the period stated in the Proposal for any engagement with a Committed Term, which may be longer where you have taken a benefit in exchange for the commitment.

Unless the Proposal specifies otherwise, these are the applicable periods.

8.2 On termination

On termination you pay for Services delivered up to the termination date. Setup and build fees for work already delivered are non-refundable. Where a delivered build is being paid in instalments, the outstanding balance for that delivered work falls due on termination, being consideration for a delivered asset rather than a charge for undelivered services.

8.3 Early termination of a Committed Term

Where you terminate an engagement with a Committed Term for convenience before the end of that term, an early termination fee of 50% of the fees remaining for the balance of the Committed Term applies, unless the Proposal states otherwise. This reflects the benefit provided in exchange for the commitment, and gives both parties a clear basis to resolve an early exit.

The early termination fee applies in full where we terminate for your material breach under clause 8.4, and is waived where you terminate for our material breach. It does not apply to a Pilot or a month-to-month engagement, to which no early termination fee applies.

8.4 Termination for cause

Either party may terminate immediately by written notice where the other commits a material breach and fails to remedy it within twenty (20) Business Days of written notice specifying the breach, or becomes insolvent, is placed in receivership or liquidation, or is unable to pay its debts as they fall due.

8.5 Consequences of termination

On expiry or termination you will pay all outstanding invoices and all Services delivered but not yet invoiced, and we will remove RIVER operational access where applicable.

On request, we will provide an export of Your Data within twenty (20) Business Days, as a database export in its native format, such as PostgreSQL or MySQL, together with a copy of the uploaded files retained on the platform. This returns your data. It is not a running or portable platform, which is the separation service under Module F, and any other export format is separately scoped work.

Where RIVER hosts the platform, we can keep it available to you in read-only mode for a transition period on request, charged at our reasonable cost. We are not obliged to provide read-only access where the engagement ended for your material breach or non-payment.

You may request deletion of Your Data at any time, and we will delete it within thirty (30) Business Days of your request. We may also delete Your Data and decommission the hosting at our discretion after the transition. We retain any copies only as reasonably necessary for our records, backups, or legal and insurance requirements, under the confidentiality obligations in clause 4.3.

Where you wish to continue operating Your Instance independently, Module F applies.

8.6 Survival

Clauses 4, 5.4, 6, 7, 8.5 and 9, together with any provision expressed to survive, continue in force following expiry or termination.

9. General Provisions

The standard provisions governing the agreement as a whole.

9.1 Subcontracting

We may engage subcontractors to perform parts of the Services. We remain responsible for their performance and will ensure they are bound by confidentiality and security obligations consistent with these Terms. Where you require prior notification or consent, this will be stated in the Proposal.

9.2 Publicity

Either party may make good-faith announcements regarding the engagement, subject to confidentiality and your security and regulatory requirements. Use of the other party's name, trade marks or logos in public marketing material, including a named case study, requires prior written approval, not to be unreasonably withheld or delayed. You will respond to a case study draft within ten (10) Business Days. Case studies are limited to factual outcomes and exclude personal information, security detail and confidential or regulated information.

We may share anonymised learnings that do not identify you or disclose Confidential Information, unless you reasonably object in writing.

9.3 Force majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disaster, 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. Where such an event continues for more than thirty (30) calendar days, either party may terminate by written notice.

9.4 Relationship, notices, severability and entire agreement

The parties are independent contractors, and nothing creates a partnership, joint venture, agency or employment relationship. Notices must be given in writing to the contacts identified in the Proposal. Where any provision is invalid or unenforceable, the remainder continues in force. These Terms and the Proposal constitute the entire agreement for the engagement and supersede prior discussions, unless otherwise agreed in writing.

9.5 Consumer Guarantees Act

Both parties are in trade, and the Services are supplied and acquired in trade. The parties agree that the Consumer Guarantees Act 1993 does not apply, and that it is fair and reasonable to be bound by this provision. Nothing excludes liability under the Fair Trading Act 1986 for misleading or deceptive conduct.

9.6 Disputes and governing law

This agreement is governed by the laws of New Zealand, and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.

Where a dispute arises, a party must give written notice describing it and the outcome sought. The parties will seek resolution by good-faith executive escalation within ten (10) Business Days of that notice, failing which they will attempt mediation in New Zealand, in Auckland unless otherwise agreed, 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. Unless impracticable, both parties continue to perform while a dispute is resolved.

PART B: Modules

Module A: Advisory and Enablement

Applies to engagements that include workshops, coaching, training, an audit or advisory sessions.

A.1 Sessions are delivered for the participant numbers and duration stated in the Proposal. Where demand exceeds those numbers, we will propose an alternative format, or a change to scope and fees under clause 2.5, rather than dilute the session.

A.2 Clauses 2.3 and 2.4 do not apply. A session is delivered when conducted. Where the Proposal provides for a written output, that output is delivered when issued to you.

A.3 You retain everything your team produces during a session, including prompts, agents, workflows and documentation, to use without restriction.

A.4 Where an entry session fee is credited against a subsequent engagement, the credit applies on the terms stated in the Proposal, including any time limit and minimum engagement value.

A.5 Where a programme includes a period of platform access, that period is stated in the Proposal. Access does not continue as a paid subscription after that period unless you have agreed to it in writing.

Module B: Fixed-Price Builds

Applies to engagements that include a build delivered for a fixed price.

B.1 The Proposal states the price, inclusions and success criteria. A fixed price is capped at the stated amount unless varied by an agreed change under clause 2.5.

B.2 Where delivery reveals materially more work than the Proposal assumed, in integrations, custom modules, workflows or otherwise, we will raise it early, and may propose a change under clause 2.5, recommend how to prioritise within the fixed budget, or absorb it at our discretion. Where you ask us to deliver everything within the same budget against that recommendation, less time is available to harden each part and clause 2.7 applies.

B.3 Where the Proposal provides for deferred payment, it states the deposit, any finance charge and the schedule. Clause 8.1 governs the outstanding balance on termination.

B.4 Every build requires ongoing maintenance, whether by RIVER under Module C or by you, and this applies equally where you have built or contributed code yourself. Software degrades as its dependencies, application programming interfaces, runtimes and security posture change. We recommend that every build carries a maintenance arrangement. Where you decline or defer one, clause 2.7 applies, and degradation arising from the platform being unmaintained is not a Defect and is not covered by any warranty, support obligation or liability of RIVER.

Module C: Retainers and Subscriptions

Applies to engagements with an ongoing recurring fee.

C.1 Retainers operate month to month on one (1) month's written notice, unless the Proposal states a Committed Term. Where a Committed Term applies, the Proposal states its length, the benefit provided in exchange, and the notice period, which may be longer than one month. Early termination of a Committed Term is governed by clause 8.3.

C.2 Where the Proposal sets usage-based tiers, movement between them follows the published, objective trigger stated there, not our discretion. Where your usage moves you to a higher tier, the change is reflected in the next billing cycle, unless waived at our discretion.

C.3 Inclusions are stated in the Proposal, including any allowance for artificial intelligence usage. Usage beyond an included allowance is charged as set out in the Proposal.

C.4 Where a cycle is not used, the commitment is nonetheless met. Where two consecutive cycles are unused, we will raise it with you and offer to move you to a lower tier.

C.5 Where the Proposal includes maintenance, it covers routine upkeep within the hours stated: minor and patch updates, routine security patching and environment configuration. Major version upgrades, large migrations and significant security remediation are not included; we will recommend and scope these separately, and clause 2.7 applies where you decline. Where the Proposal includes no maintenance, clause B.4 applies.

C.6 Planned maintenance is notified at least three (3) Business Days in advance and scheduled outside your business hours where practicable. Emergency and security maintenance may be performed on such notice as is reasonably practicable.

C.7 We may adjust recurring fees from time to time, on reasonable notice, to reflect economic changes such as inflation and increases in the third-party costs we pass through to you. If you do not accept an adjustment, you may terminate under clause 8.1 before it takes effect.

Module D: Hosting and Deployment

Applies wherever the platform is deployed and operated, by either party, whether or not the Proposal uses these terms.

D.1 The Proposal identifies the deployment model:

Model	Who operates
RIVER Cloud	RIVER hosts and operates in an agreed region.
RIVER Sovereign	RIVER hosts and operates with data residency in New Zealand or Australia, as stated in the Proposal.
Client Cloud, RIVER Managed	Deployed in your cloud boundary, operated by RIVER.
Client Managed	You host and operate. RIVER provides the licence and the support stated in the Proposal.
On-Premise	Deployed to hardware you own and control, operated by you or by RIVER as the Proposal states.

D.2 Where you host, you are responsible for infrastructure, availability, backup, monitoring, environment security and the associated costs. We are not responsible for outage, data loss or degradation arising within an environment we do not control.

D.3 Where RIVER hosts, we are responsible for the environment. Any availability commitment is stated in the Proposal. Where the Proposal states none, no availability commitment is given.

D.4 The Proposal identifies the region in which Your Data is held. Residency requirements, particularly for health, financial or personal information, must be raised before design commences, as they materially affect architecture.

D.5 Where the platform is hosted in one jurisdiction and your users or data subjects are in another, compliance obligations arising from that arrangement are yours. We will design to any requirement you specify and notify you of matters within our knowledge.

D.6 A change to the deployment model or hosting party is a change under clause 2.5.

Module E: Code Access and Collaborative Development

Applies wherever any person in your organisation has access to a RIVER codebase, including collaborative and AI-assisted development, code inspection and audit, whether or not the Proposal uses these terms.

Code access, in any form, is available where the Proposal provides for it, and is an agreed part of the engagement rather than an automatic right. It is generally available for production engagements and is not available during a Pilot or user acceptance testing phase. Code access is priced separately, as set out in the Proposal.

E.1 Named individuals

Access is granted to named individuals. You will maintain a register of them and update it on joining and departure. Each signs the RIVER Terms for Code Access before access is enabled.

That signature is a personal acknowledgement of the conditions of access. Your organisation, and not the individual, is the contracting party and carries the obligations under this agreement.

Access is available to your employees and direct contractors. It is not available to a third-party development firm without our prior written consent, and will not be granted to a party that competes with RIVER.

E.2 Suspension and revocation

We may suspend or revoke access where you are in material breach, including non-payment, and have not remedied it within thirty (30) calendar days of written notice specifying the breach. Where the breach is of the use restrictions in clause E.3, or there is a credible security risk, we may suspend or revoke access immediately, whether for your organisation or for an individual, and will notify you of the reason as soon as reasonably practicable.

We will not revoke access on account of a good-faith commercial dispute. Access otherwise ends on expiry or termination, except where a licence is granted under Module F, and ends for an individual when they cease to be engaged by you.

Revocation concerns access to the RIVER codebase and repository. It does not, of itself, affect the operation of a deployed instance you host and operate, which continues to run.

E.3 Permitted use

Named individuals may develop, inspect and operate Your Instance. Neither you nor any person acting on your behalf may copy, fork, mirror or distribute Catalyst outside the agreed environment; use Catalyst to build, host or deliver software for any third party; publish, open-source, license or on-sell Catalyst in whole or in part; or use Catalyst to develop a competing framework, platform or development service.

Consequences of unauthorised use. Use of Catalyst outside this permitted scope entitles RIVER to the injunctive relief in clause 6.5, and in addition to a sum equal to RIVER's standard Exit Licence Fee, or, where the use involves distribution to or development for a third party, a multiple of that fee as stated in the Proposal or pricing schedule. The parties agree this is a genuine pre-estimate of the value of the licence taken, and not a penalty. This is without prejudice to any other remedy.

E.4 Record of authorship

Where both parties contribute code to the same repository, the repository history and review records constitute the agreed record of authorship and of what has been reviewed, accepted as such by both parties in the absence of manifest error.

Accordingly, your personnel commit under individually identified accounts rather than shared or service accounts; neither party rewrites history on shared branches; and work performed by an artificial intelligence agent is attributed to the named individual who directed it, who is treated as its author for all purposes under this agreement.

Any code you contribute directly to Catalyst, rather than to Your Instance, is governed by clause E.7.

E.5 Review and promotion

Client-authored code enters the protected branch through RIVER review. Code reviewed and merged by RIVER is Promoted Code.

Our review is performed with reasonable care and skill against the standard stated in the Proposal. It is a review and not a warranty, and does not transfer authorship.
Our warranties, support obligations and liability apply to code authored by RIVER, and to client-authored code that RIVER has reviewed and promoted.
They do not apply to code that has not been promoted, to Promoted Code subsequently modified by any person other than RIVER, or to code we were not engaged to review.
Where we identify a risk and you elect to proceed, we will record that decision and the risk remains yours.

Determining the source of a Defect. Where a Defect cannot be reproduced against the most recent promoted baseline, it is treated as arising from unpromoted work. We will investigate for up to one (1) hour before that determination takes effect, and will notify you when that point is reached. Investigation beyond it is chargeable at the rates in the Proposal, unless waived at our discretion.

E.6 Client-authored code

You own the code you author for Your Instance under clause 6.1, and are responsible for it, including where generated by artificial intelligence tooling under your direction.

You warrant that you have the right to contribute the code you contribute; that your personnel and contractors have validly assigned to you the rights in it; and that you have disclosed any third-party or open-source code within it.

The controls in clauses 5.5 and 5.7 apply to your contributions as they apply to ours. Where you introduce third-party code giving rise to a licensing obligation, remediation is your responsibility and at your cost.

E.7 Contributions to Catalyst

Where you elect to contribute code, configuration or documentation to Catalyst rather than to Your Instance, you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use, modify and distribute that contribution as part of Catalyst. Contribution is optional and at your election, and you retain ownership of Your Instance in either case.

E.8 Security and production data

You will ensure each named individual complies with the security obligations set out in the RIVER Terms for Code Access signed by them, which cover device security, credential handling, retention of copies and incident reporting. At a minimum, each device with access must use full-disk encryption, an automatic screen lock, current security updates, and multi-factor authentication where available. Those obligations form part of this agreement, and compliance by your personnel and contractors is your responsibility.

Production data, and in particular personal information, health information and payment data, must not be copied into any development, local, test or other non-production environment. Where realistic test data is required, it must be synthetic or de-identified.

E.9 Survival

The restrictions in E.3, the licence in E.7, the allocation of responsibility in E.5 and E.6, and the confidentiality obligations in clause 4.3 survive expiry or termination. Access under E.1 does not survive, except where a licence is granted under Module F.

Module F: Independence, Separation and Perpetual Licence

Applies where the Proposal grants instance code independence, separation engineering or a perpetual licence, so continuity of your platform is never contingent on your relationship with us.

F.1 Your Instance

You own the code you authored for Your Instance under clause 6.1, without any completion threshold or eligibility gate. Independence, being a standalone codebase together with a perpetual licence to the Stripped Catalyst Core, is provided through separation (F.2) and is available where the Proposal grants it, on payment of the Exit Licence Fee, and where all amounts due are paid in full. It is not available during a Pilot or user acceptance testing phase, or while you are in breach.

F.2 Separation and the Exit Licence Fee

Separation delivers a standalone codebase you can operate independently, comprising Your Instance packaged with the Stripped Catalyst Core, dependency and deployment documentation, technical handover sessions, and one month of post-separation advisory support.

A single Exit Licence Fee covers both the separation work and the perpetual licence in F.3. It is not stated in these Terms; it is set out in the Proposal or RIVER's pricing schedule. The fee reflects platform complexity, may be reduced by agreement, and may increase as complexity grows, since it also covers the separation development required to strip and package the code.

F.3 Perpetual licence to the Stripped Catalyst Core

On completion of separation, you receive a perpetual, non-exclusive, worldwide, royalty-free licence to continue using the Stripped Catalyst Core as incorporated in Your Instance, on the following terms:

Version-pinned. It covers the Stripped Catalyst Core as at the date of separation, and confers no entitlement to updates, upgrades, other Catalyst modules or support absent a separate agreement.
Provided as is. The Stripped Catalyst Core is licensed as it exists at separation, without warranty of any kind. After separation RIVER has no obligation to maintain, support, update or secure it, and no liability for it, as set out in clause F.5.
Irrevocable, except where amounts due remain unpaid and unremedied thirty (30) calendar days after written notice, or where you breach the restrictions in clause 6.3.
Scope as per clause 6.3, permitting unrestricted commercial operation of your product and prohibiting dealing in the code.
Single and named. The licence is granted to one named licensee. There is at all times only one licence in existence for Your Instance. No sale, share transfer, corporate reorganisation or partial disposal creates, splits or multiplies it. On a permitted transfer under F.4 it passes as a whole to one named successor, and the transferor's licence is extinguished.
Survives expiry or termination of this agreement, and survives RIVER.

F.4 Change of control

The licence transfers with your business, and it stays one licence. How that happens depends on the kind of sale:

On a share sale or change of control, the licensee entity is unchanged and continues under its new owners. The licence continues with it, and there is nothing to cease or re-grant.
On an asset or business-unit sale, the licence moves to the successor. The transferring entity ceases its own use and retains no copies, and the successor picks it up.

In either case, and where you transfer all or substantially all of the business, or of the business unit, that the platform serves:

you notify us in writing, in advance where permitted, and in any event within ten (10) Business Days of completion where confidentiality prevented prior notice;
the successor agrees in writing to be bound by these Terms;
the licence remains a single licence, passing as a whole to one entity and never divided;
the scope does not expand. It continues to cover the business, users and volumes as they existed immediately prior to completion, and the successor's wider group acquires no rights under it.

Where the successor competes with RIVER, meaning it derives a material part of its revenue from supplying development frameworks, application platforms or bespoke development services materially similar to Catalyst, the licence transfers on the conditions above and is thereafter limited to the scope in existence at completion, with no further modification rights, no new environments or deployments, and no right to permit a competitor of RIVER to work on the code.

F.5 Rights following separation

You may operate, maintain and extend the forked instance independently, and may engage any third-party contractor or development firm to support it, the restriction at E.1 ceasing to apply. RIVER has no obligation to provide updates, patches, support or improvements, and you assume full responsibility for the security, compliance and operational performance of the forked instance.

F.6 Continuity and advisory

Because you hold the code and the licence survives us, escrow is not necessary to protect continuity of your platform. Where your procurement requirements nonetheless require a formal escrow arrangement, we will establish one at your cost.

You may engage RIVER for advisory support following separation on a separately scoped basis. Post-separation advisory is guidance only and does not include platform operations.

Execution

By signing the Proposal, you agree to these Terms in full.

	RIVER Group Limited (us)	Client (you)
Organisation
Name
Title
Date
Signature

If any provision requires clarification before signing, contact your RIVER representative. Full terms are published at www.rivergroup.ai/trust.

Previous versions: 2026-07-16