These Terms of Service ("Terms") govern all professional services provided by Product In Your Pocket ("Company", "we", "us"), operated by Anthony Grant, based in Queenstown, New Zealand. These Terms are incorporated by reference into each Letter of Engagement between the Company and its clients.
By signing a Letter of Engagement or confirming acceptance of services in writing (including email), you ("Client", "you") agree to be bound by these Terms.
For questions about these Terms, contact us at hello@productinyourpocket.com.
"AI Services" means services involving the use of artificial intelligence models, AI agents, machine learning, or AI-generated outputs.
"Automation Services" means services involving workflow automations, system integrations, and connections to third-party platforms and APIs.
"Background IP" means intellectual property owned by either party before the engagement, or developed independently outside the engagement.
"Client" means the party engaging the Company for Services, as identified in the Letter of Engagement.
"Company" means Product In Your Pocket, operated by Anthony Grant.
"Deliverables" means all work product created by the Company specifically for the Client during an engagement, including code, designs, documentation, and configurations.
"Letter of Engagement" means the document (or email confirmation) setting out the scope, fees, timeline, and specific terms for a particular engagement.
"Services" means the professional services described in a Letter of Engagement, which may include strategy, AI, automation, and software development services.
"Software Development Services" means services involving the creation of web applications, mobile applications, APIs, and related software.
"Third-Party Services" means external platforms, APIs, AI models, hosting providers, and tools not owned or controlled by the Company.
2.1. The scope of each engagement is defined in the applicable Letter of Engagement.
2.2. These Terms apply to all engagements unless explicitly varied in writing within a Letter of Engagement.
2.3. Where a Letter of Engagement conflicts with these Terms, the Letter of Engagement prevails for that engagement.
2.4. Services may include any combination of strategy, AI, automation, and software development work.
2.5. Anything not specified in the Letter of Engagement is out of scope. Additional work requires a written scope change (see Section 15).
3.1. An engagement begins when the Client signs a Letter of Engagement or confirms acceptance in writing (including email).
3.2. Each Letter of Engagement incorporates these Terms by reference.
3.3. The Company may decline any engagement at its discretion and is under no obligation to accept work.
4.1. Fees for each engagement are set out in the applicable Letter of Engagement.
4.2. All fees are quoted in New Zealand Dollars (NZD) unless stated otherwise in the Letter of Engagement.
4.3. Invoices are due within 14 days of issue unless otherwise agreed in writing.
4.4. The Company may charge interest at a rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower) on any amount overdue by more than 14 days.
4.5. The Company may suspend work if any invoice remains unpaid for more than 14 days past its due date. Suspension does not relieve the Client of its payment obligations.
4.6. Reasonable third-party expenses incurred to deliver the Services (such as API costs, hosting fees, software licences, and domain registrations) are the Client's responsibility unless the Letter of Engagement states otherwise.
4.7. Goods and Services Tax (GST) applies where required by New Zealand law and will be added to invoiced amounts.
5.1. The Client must provide timely feedback, access to systems, and information as reasonably required by the Company to deliver the Services.
5.2. The Client must nominate a single point of contact for each engagement. This person has authority to make day-to-day decisions, approve deliverables, and provide feedback on behalf of the Client.
5.3. The Client must ensure that relevant internal stakeholders are available for scheduled reviews and feedback sessions.
5.4. The Client must provide accurate and complete information, credentials, and assets necessary for the engagement.
5.5. The Client is responsible for reviewing and approving all AI-generated outputs before they are deployed to production or relied upon for business decisions. This is a material obligation. The Company is not liable for consequences arising from the Client's failure to review AI outputs (see Section 7).
5.6. The Client must comply with all applicable laws regarding any data, content, or materials provided to the Company.
5.7. Delays caused by the Client's failure to meet these obligations may result in revised timelines and additional fees.
Upon receipt of full payment for an engagement, all intellectual property rights in the Deliverables created specifically for the Client transfer to the Client. Until full payment is received, the Company retains all rights in the Deliverables.
Each party retains ownership of its Background IP. Where the Company incorporates any of its Background IP into Deliverables, the Company grants the Client a perpetual, non-exclusive, royalty-free licence to use that Background IP solely as part of the Deliverables.
Deliverables may incorporate open-source software components. These components remain subject to their respective open-source licences. The Company will identify material open-source dependencies upon reasonable request.
Code generated with the assistance of AI tools (such as GitHub Copilot, Claude, or similar) is treated as part of the Deliverables and transfers to the Client upon full payment. The Company does not warrant that AI-generated code is unique or free from similarity to other publicly available code.
The Company may reference the engagement in its portfolio and marketing materials, including the Client's name, a general description of the work, and non-confidential screenshots. The Client may opt out of this by notifying the Company in writing at any time.
AI models generate probabilistic outputs. The Company does not guarantee the accuracy, completeness, reliability, or fitness for purpose of any AI-generated content, recommendations, data, or code. AI outputs may contain errors, inaccuracies, or content that does not reflect factual reality.
The Client must review all AI-generated outputs before relying on them for business decisions, customer-facing content, or production deployment. The Company is not liable for any loss, damage, or claim arising from the Client's use of AI outputs without adequate human review and sign-off.
AI Services may depend on third-party AI models and platforms (including, but not limited to, those provided by OpenAI, Anthropic, Google, and Meta). These providers may change, discontinue, restrict, or modify their models, APIs, pricing, or terms at any time and without notice.
The Company is not liable for changes to third-party AI models or platforms that affect the performance, accuracy, or availability of AI Services. If a critical AI dependency is discontinued or materially altered, the Company will use reasonable efforts to identify and migrate to a suitable alternative, which may involve additional fees as agreed in writing.
Client data provided for AI processing may be transmitted to third-party AI providers as necessary to deliver the Services. The Company will:
The Client acknowledges that the Company does not control third-party AI providers' data practices beyond the contractual terms available to the Company as a customer of those providers.
Where the Company builds software products that incorporate AI features for the Client's end users:
Automation Services may connect to and depend upon third-party platforms and APIs (such as Google Workspace, Slack, CRM systems, payment providers, and similar services). The Company does not control these platforms and is not responsible for their availability, API changes, deprecations, pricing changes, or service interruptions.
The Company does not guarantee uptime or uninterrupted operation for automations that depend on third-party services. Disruptions or failures caused by changes to external platforms are not a breach of these Terms.
Automations may route, process, or store data through third-party services. The Client is responsible for ensuring that any data processed through automations complies with the Client's own privacy, data protection, and regulatory obligations.
Automations may require periodic updates due to changes in third-party APIs, platforms, or services. Ongoing maintenance and support are not included in the engagement unless explicitly specified in the Letter of Engagement.
Where automations are deployed on cloud-hosted platforms, data may be stored on servers outside New Zealand. The Company will advise on self-hosted alternatives where data sovereignty is a concern, but the final hosting decision rests with the Client.
9.1. Both parties will comply with the New Zealand Privacy Act 2020 and its Information Privacy Principles in relation to any personal information processed during the engagement.
9.2. The Company will handle Client data with reasonable care and will not disclose it to third parties except as required to deliver the Services or as required by law.
9.3. Some Services may involve processing data through servers or AI providers located outside New Zealand. The Client consents to such transfers where they are reasonably necessary to deliver the Services, provided the Company takes reasonable steps to ensure the data is handled securely.
9.4. Upon termination of an engagement, the Company will delete or return Client data within 30 days of a written request, except where retention is required by law or for legitimate record-keeping purposes.
9.5. Where the Company processes personal information on behalf of the Client (as an "agency" under the Privacy Act 2020), both parties will agree on appropriate data handling measures relevant to the nature and sensitivity of the data.
9.6. If the Client's end users are located in jurisdictions with specific data protection requirements (such as the EU General Data Protection Regulation or UK GDPR), the Client is responsible for ensuring compliance with those requirements. The Company will provide reasonable cooperation and technical support.
10.1. Each party agrees to keep the other party's confidential information confidential and not to disclose it to any third party without prior written consent.
10.2. Confidential information does not include information that:
10.3. Confidentiality obligations under this section survive termination of the engagement for a period of two (2) years.
The Company warrants that Services will be performed with reasonable professional skill and care, consistent with generally accepted industry standards for similar services.
The Company warrants that Deliverables will materially conform to the specifications set out in the Letter of Engagement for a period of 30 days following delivery ("Warranty Period"). During the Warranty Period, the Company's sole obligation is to correct material defects in the Deliverables at no additional cost, provided the defect is reported in writing with sufficient detail to reproduce it.
AI-generated outputs are provided "as is" and "as available". The Company makes no warranties, express or implied, regarding the accuracy, reliability, completeness, or fitness for any particular purpose of AI-generated content or recommendations.
The Company does not warrant the performance, availability, security, or continued operation of any third-party service, platform, or API integrated into or relied upon by the Deliverables.
Except as expressly stated in this Section 11, all implied warranties, conditions, and representations are excluded to the maximum extent permitted by the Contract and Commercial Law Act 2017 and any other applicable legislation. This includes, without limitation, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
The Company's total aggregate liability arising under or in connection with an engagement (whether in contract, tort, negligence, or otherwise) is limited to the total fees actually paid by the Client under that engagement in the 12 months preceding the event giving rise to the claim.
The Company is not liable for any indirect, consequential, special, incidental, or punitive damages, including but not limited to: loss of revenue, loss of profits, loss of data, loss of business opportunity, cost of replacement services, or reputational harm, regardless of whether the Company was advised of the possibility of such damages.
Nothing in these Terms excludes or limits liability for:
If the Consumer Guarantees Act 1993 applies to the Services, nothing in these Terms limits or excludes any rights the Client may have under that Act. However, where Services are acquired for business purposes, the Client agrees that the Consumer Guarantees Act 1993 does not apply to the extent permitted by section 43 of that Act.
The Client acknowledges that the fees charged by the Company reflect the allocation of risk set out in these Terms, including the limitations and exclusions of liability in this Section 12. The Client is free to seek insurance or other protection against the risks that these Terms do not cover.
The Client indemnifies and holds the Company harmless against all claims, losses, damages, costs, and expenses (including reasonable legal fees) arising from or in connection with:
The Company indemnifies and holds the Client harmless against claims that the Deliverables (excluding the items listed below) infringe a third party's intellectual property rights. This indemnity does not apply to infringement arising from:
Each engagement continues until the Services described in the Letter of Engagement are completed, or until terminated in accordance with this section.
Either party may terminate an engagement by giving 14 days' written notice to the other party.
Either party may terminate an engagement immediately by written notice if the other party:
Upon termination of an engagement:
15.1. If the Client requests changes to the scope of an engagement, the Company will provide a written estimate of the impact on fees and timeline within a reasonable timeframe.
15.2. No scope change takes effect until both parties agree to the revised scope, fees, and timeline in writing (including email).
15.3. If the Company identifies during an engagement that a scope change is necessary (for example, due to technical discovery or changed requirements), the Company will notify the Client promptly and propose revised terms.
15.4. Work performed outside the agreed scope at the Client's request will be charged at the Company's standard rates unless otherwise agreed.
Neither party is liable for delays or failures to perform its obligations caused by circumstances beyond its reasonable control, including but not limited to: natural disasters, pandemics, government actions or restrictions, internet or telecommunications outages, power failures, acts of war or terrorism, and the discontinuation, restriction, or material modification of third-party AI models, platforms, or APIs on which the Services depend.
The affected party must notify the other party as soon as reasonably practicable and use reasonable efforts to mitigate the effect of the force majeure event.
If a force majeure event continues for more than 30 days, either party may terminate the affected engagement by written notice.
17.1. These Terms are governed by and construed in accordance with the laws of New Zealand.
17.2. The parties will first attempt to resolve any dispute arising out of or in connection with these Terms through good-faith negotiation.
17.3. If negotiation fails to resolve the dispute within 14 days of a party raising it, the parties will submit the dispute to mediation administered under the AMINZ Mediation Protocol before commencing any court proceedings.
17.4. The courts of New Zealand have non-exclusive jurisdiction over any dispute that cannot be resolved through negotiation or mediation.
These Terms and the applicable Letter of Engagement constitute the entire agreement between the parties in relation to the engagement and supersede all prior discussions, representations, and agreements.
The Company may update these Terms from time to time. The version of these Terms in effect at the time a Letter of Engagement is signed or accepted applies to that engagement for its duration.
If any provision of these Terms is found to be invalid, unenforceable, or illegal, the remaining provisions continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.
Neither party may assign or transfer its rights or obligations under these Terms without the other party's prior written consent. The Company may subcontract parts of the Services, provided it remains responsible for the quality and performance of the subcontracted work.
A party's failure or delay in exercising a right under these Terms does not constitute a waiver of that right. A waiver is only effective if made in writing.
All notices under these Terms must be in writing and sent to the email addresses specified in the Letter of Engagement, or to hello@productinyourpocket.com for notices to the Company. Notices are deemed received when successfully delivered by email.
The Company is an independent contractor. Nothing in these Terms creates an employment relationship, partnership, joint venture, or agency relationship between the parties.
These Terms do not confer any rights on any person or entity other than the parties to the engagement.
About us
A team of product engineers based in Queenstown, NZ. We work with you to understand the problem first, then build the right thing — not just the possible thing.
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