Terms of Service

Effective Date: 23 September 2026

1. Our agreement

These Terms apply to willdo's website, hosted application, APIs, browser and editor extensions, and related features (the Service). The provider is Southern Vector Limited, NZBN 9429052764448, of 26 Applefield Court, Northwood, Christchurch 8051, New Zealand (willdo, we, us). Contact: [email protected].

You means the business accepting these Terms. The person accepting must be authorised to bind that business. All users must be at least 18. The Service is for business or professional use, not personal or household use. You are responsible for your authorised users and for assigning appropriate account access.

The Data Processing Agreement (DPA) forms part of these Terms when we process personal information on your behalf. The Privacy Policy explains our information practices; it is not a request for blanket consent. A separately signed agreement prevails over conflicting provisions here; otherwise the DPA prevails for processing personal information on your behalf.

2. Free beta and third-party costs

The Service currently operates as a free beta. Features, limits and availability may change, and functionality may be incomplete or unreliable. There is no uptime, response-time, backup-recovery or support-hours guarantee unless separately agreed in writing. Do not rely on the beta as your sole business record or sole safeguard for a critical operation.

We will not automatically convert free access into a paid subscription. Paid use requires your agreement to the applicable price and billing terms. Taxes will be charged where required by law.

Your model providers, connected applications and other third parties may charge you directly, including for tests, retries, failed or recurring work, and jobs continuing outside willdo. You are responsible for those charges under your agreements with those providers. Displayed usage or cost estimates may be incomplete. Unless expressly identified as an enforced control, a budget, time limit or other instruction in a prompt is not a guaranteed limit.

3. AI models, prompts and third-party services

willdo supplies a platform for configuring, coordinating and executing AI-assisted work. You determine your business purposes, customer-editable instructions, connected accounts, available tools and how results are used. We supply platform instructions and operational AI functions. We are not your professional adviser, business decision-maker or insurer of outcomes.

Before you connect your own model account, we may provide a willdo-hosted trial model. Once your own model account is connected, the hosted trial model is no longer available for ordinary customer work. Customer-selected model calls use the relevant connected accounts. We continue to use willdo-selected models for platform functions, which can include planning assistance, authoring, summaries, integration preparation, Auto evaluation, support and investigations. These functions can process relevant customer content, not just anonymous metadata. Our Privacy Policy and provider list explain this processing.

You must have authority to connect each account and comply with its provider's terms, permissions and charges. Customer-selected services operate under your agreements with their providers; connecting one does not make it our subcontractor. We do not warrant their models, availability, security or results. This does not remove our responsibility for our own transmission of data or for suppliers we appoint under the DPA.

If a selected model is retired or unavailable, we may substitute an available successor within the same provider and account, with notice where reasonably practicable. Behaviour and cost may change. This does not authorise switching your customer-work provider or account without your permission. Changes to willdo-appointed subprocessors follow the DPA.

4. Permissions, Auto mode and ongoing authority

The following describes standing action choices, subject to any stricter tool, access or platform restrictions:

Auto is not human review. By enabling it, you delegate evaluation of eligible Ask first actions to a model selected and instructed by willdo. It can make mistakes, including about your intent, and may approve consequential actions such as communications, purchases, billing changes or deletion. An automated approval is not a legal or safety certification. Human-only restrictions still apply where imposed by the platform.

When you start work, enable an action, approve a request or activate a schedule, you instruct us to carry out the resulting activity within the access and authority you have granted. Between you and us, you accept responsibility for business consequences of that authorised activity, including a model-selected action you did not individually anticipate. An unintended result within granted authority does not, by itself, establish a breach by willdo. These authorisations do not permit us to disregard a saved Blocked setting or a required human-only approval, and do not establish your authority over another person's data or account.

The built-in Work Planner can use your available specialists, create specialists and select from tools accessible to the work, subject to access and action restrictions. Its scope can be broader than an individual specialist you configure.

Schedules and accepted work can continue while you are offline. Stopping work, disconnecting an app or changing a setting does not reverse completed actions or necessarily stop a separate third-party job. Check the relevant provider and revoke access there when necessary.

5. Your responsibilities

You must provide lawful, appropriately limited data and instructions; obtain required rights, notices and authorisations; protect account credentials; and promptly report suspected compromise. Only grant permissions you have authority to grant. Keep your users' access and your instructions appropriate to the work they may perform.

Review templates, generated prompts, skills and agent configurations before making them live. Templates and support suggestions are starting points, not a warranty of suitability, accuracy or compliance. You decide whether to adopt or change them.

We recommend least-privilege provider accounts, testing with non-production data, independent backups, external spending controls and monitoring proportionate to risk. Testing with live credentials can have real effects. Review important results before relying on them. Normal mode still permits Allowed actions to run without a fresh approval.

6. Acceptable use and sensitive activities

You must comply with New Zealand law applicable to the Service and all other laws applicable to you, the information, the recipients and the activity. You must also comply with applicable model-provider and connected-service terms. An available integration or successful policy check is not permission to break those rules.

You must not use the Service for fraud, unlawful discrimination, unlawful surveillance, stalking, exploitation, unlawful intimate imagery, child sexual abuse material, malware, unauthorised access, intellectual-property infringement, or other illegal or materially harmful activity. Do not bypass permissions, security controls or usage restrictions, or deliberately conceal prohibited activity. Authorised security testing requires our prior written agreement where it targets willdo.

Lawful outreach, enrichment and web research are permitted. You are responsible for lawful data sourcing, message consent where required, sender identification, unsubscribe requests, and applicable website and API restrictions. Public availability is not, by itself, permission to collect or reuse information. Do not conduct unlawful address harvesting or unsolicited messaging.

Ordinary commercial actions, including invoicing, authorised purchases, refunds, advertising changes and record updates, are permitted within your granted authority. A competent and authorised person, with any legally required professional qualification, must meaningfully review a decision before it materially determines someone's employment, credit, insurance, housing, education, healthcare, legal rights or access to essential services. You may automate research, drafting and implementation of a properly reviewed decision, where lawful and permitted by the relevant providers. Auto approval alone does not satisfy this requirement. Do not use the beta for emergency response or safety-critical control where failure could reasonably cause death or serious physical injury.

Only process sensitive information where necessary, lawful and appropriate safeguards are in place. During beta, our prior written agreement is required for clinical health records, biometric identification or categorisation, children's information at scale, or data requiring a specialist hosting or regulatory agreement. Do not submit payment-card security codes, private cryptographic keys or passwords in prompts or ordinary uploads. Use designated credential fields for supported connection secrets. Routine, lawfully handled payroll and business financial records are not categorically prohibited.

We may screen, pause or refuse work, restrict tools, or request information where reasonably necessary to enforce these Terms. Automated screening can miss problems or make mistakes; it is not legal approval and does not transfer your compliance duties to us. You may ask support to review a restriction.

7. Ownership and confidentiality

You retain your rights in your inputs, prompts, playbooks and private configurations. To the extent we acquire transferable rights in outputs generated for you, we assign those rights to you. Outputs may not be unique or protectable and may be subject to third-party rights. You must check rights before use.

We retain the Service, platform software, underlying technology and our pre-existing templates and materials. While you comply with these Terms, you have a non-exclusive right to use the Service and supplied templates for your permitted business purposes. Do not copy or reverse-engineer our software except as permitted by mandatory law or an applicable open-source licence. You may work for a client with its authority, but reselling, white-labelling or embedding the Service requires a separate written agreement.

You grant us and our appointed suppliers only the rights in your content reasonably needed to provide, secure, maintain and support the Service, act on your instructions, and meet legal obligations, subject to the DPA and Privacy Policy. We do not sell your content or use it for advertising or model training. We do not publish your private configurations or reuse your confidential business material for other customers without permission. We may use general feedback that does not disclose your confidential information. We need permission to use your name or logo as a public customer endorsement.

Each party will protect the other's confidential information with reasonable care, use it only for this agreement, and disclose it only to people who need it and are bound to protect it, or as legally required. This excludes information lawfully public, already known, independently developed, or lawfully obtained without confidentiality restrictions. Where lawful, we will notify you before a compelled disclosure of your confidential information.

8. Changes, suspension and ending use

You may stop using the Service at any time and request account closure. You should first stop schedules and revoke third-party access you no longer need.

We may promptly suspend affected access where we reasonably believe there is a security risk, unlawful activity, material breach, serious harm, or a legal or provider requirement. We will give reasons where lawful and practicable and keep the restriction proportionate. For a remediable breach without an urgent risk, we will normally allow 10 days to remedy it. We may terminate for a material breach not remedied within that period or for a serious or repeated breach.

We may end the free beta or withdraw a material feature on at least 14 days' notice where reasonably practicable. Urgent legal, security or third-party availability issues may require less notice. We may make routine improvements without notice.

Materially adverse changes to these Terms will be notified at least 14 days before taking effect, except where an earlier change is necessary for legal or security reasons. Changes are not retrospective. You may stop using the Service before a change takes effect; continued use afterwards accepts the revised Terms where legally effective. A new use of information requiring consent will not rely on continued use alone.

At termination, ordinary access may end. Request return of retained customer content within 30 days. We will provide reasonable assistance using available formats; we do not promise a complete workspace or audit-log export, or retention of material already deleted under your settings or the retention schedule. Deletion follows the DPA and Privacy Policy. Clauses intended to survive, including confidentiality, accrued rights, liability and dispute provisions, continue.

9. Service limitations

We will exercise reasonable care and skill in operating the Service and perform our express data-protection commitments. Subject to those commitments and rights that cannot lawfully be excluded, the beta is provided as available without other warranties, including fitness for a particular purpose or non-infringement of generated outputs.

We do not guarantee that AI will interpret instructions correctly; that outputs or actions will be accurate, lawful or suitable; that work will complete or produce a business outcome; or that actions will be reversible, occur only once, or leave a complete audit record. External content may contain misleading instructions or prompt-injection attacks. Approval aids reduce risk but cannot eliminate it. We do not undertake professional legal, medical, financial or compliance review.

10. Liability

To the maximum extent permitted by law, we are not liable for losses arising from your business decisions, instructions, content, granted authority, or customer-selected third-party services, except to the extent caused by our breach of these Terms or negligence. This is not a promise that your model provider will reimburse you.

Subject to the exceptions below, our total aggregate liability to you arising out of or relating to the Service, including under the DPA and whether in contract, negligence or otherwise, is limited to the greater of NZ$500 and the fees you paid to willdo for the Service in the 12 months before the first event giving rise to the claims. Related events are treated as one event. Third-party model and app charges are not fees paid to willdo.

Subject to the same exceptions, neither party is liable to the other for lost profits, revenue, anticipated savings or goodwill, or indirect or consequential loss. Reasonable direct costs of restoring data or responding to a breach are not excluded merely because data was involved, but our aggregate cap still applies.

These exclusions and our cap do not limit liability for fraud or wilful misconduct, or liability or remedies that cannot lawfully be excluded or limited. Your indemnity in clause 11 is governed by that clause and is not reduced by the mutual indirect-loss exclusion. Neither party can recover twice for the same loss. Each must take reasonable steps to reduce its loss.

Both parties are in trade and you acquire the Service for business purposes. To the extent the requirements of section 43 of the Consumer Guarantees Act 1993 are satisfied, the parties agree that the Act does not apply. Nothing excludes mandatory protections under the Fair Trading Act 1986, Privacy Act 2020 or other applicable law.

11. Third-party claims caused by your breach

You will indemnify us for reasonable, documented damages, settlements and legal costs arising from a third-party claim to the extent caused by your breach of clauses 5 or 6, your lack of authority to provide information or connect an account, or infringement by material you supplied. This does not cover a claim merely because AI made an error, and excludes the extent caused by our breach, negligence or misconduct.

We must promptly notify you, provide reasonable cooperation and allow you to control the defence with suitably qualified advisers. Delay in notice reduces the indemnity only to the extent it prejudices the defence. Neither party may agree a settlement imposing liability, an admission or a non-monetary obligation on the other without its reasonable consent.

12. General and disputes

New Zealand law governs these Terms. The parties submit to the exclusive jurisdiction of New Zealand courts, subject to rights that cannot lawfully be restricted. Before ordinary proceedings, each will try in good faith to resolve a written dispute for 20 working days. This does not prevent urgent relief, regulatory complaints or steps needed to preserve a claim. Mediation is available by agreement.

Notices may be sent to [email protected] and your account email. Keep your contact details current. These Terms and incorporated contractual documents are the agreement for the Service; purchase-order boilerplate does not amend them. Neither party relies on an outcome guarantee not expressly agreed, without excluding liability for unlawful representations.

You may not transfer this agreement without our consent, not to be unreasonably withheld. We may transfer it with a business reorganisation or sale where the successor assumes our obligations and your protections are not materially reduced. Neither party is responsible for delay caused by events beyond its reasonable control, but must take reasonable mitigation steps; this does not excuse accrued payments or applicable data-protection duties. A legally ineffective provision is limited or severed to the extent necessary without invalidating the remainder. No failure to enforce a right waives it.