Terms of Service.

These Terms of Service ("Terms") govern your engagement of St James Financial Limited to provide credit-writing services. By engaging us, you agree to be bound by these Terms. If you do not agree, please do not send work or instructions.

i.Interpretation.

1.1 Definitions

• "Agreement" means these Terms and any written scope or engagement letter between the parties incorporating them.
• "AI Processing Infrastructure" means the third-party cloud and AI services we use to perform credit-writing work, currently AWS Bedrock (Sydney region) and the Anthropic Claude model accessed within AWS, with application hosting provided by Vercel Inc.
• "Client", "you", or "your" means the financial adviser, mortgage adviser, or FAP engaging us, including any authorised representative.
• "End-Client Data" means any personal or financial information relating to the Client's end-clients contained within Materials submitted to us.
• "Engagement" means a discrete piece of credit-writing work agreed between the parties.
• "FMC Act" means the Financial Markets Conduct Act 2013.
• "Materials" means statements of financial position, bank statements, supporting financial documents, deal summaries, or other materials submitted by the Client to us in the course of an Engagement.
• "Output" means the file assessment, diary note, client document email, and any other written work product delivered by us to the Client under an Engagement.
• "Privacy Act" means the Privacy Act 2020.
• "Provider", "we", "us", or "our" means St James Financial Limited (Companies Office number 9330894; NZBN 9429052742569).

1.2 Construction

Headings are for convenience only. The singular includes the plural and vice versa. References to legislation include amendments or replacements. References to a party include successors and permitted assigns.

ii.The service.

2.1 Nature of the service

We provide credit-writing services to NZ mortgage advisers. For each Engagement, we accept Materials from the Client, perform credit-writing work using a combination of professional judgement and AI processing infrastructure, and deliver Output for the Client's review and sign-off. Output typically includes a File Assessment, a diary note, and a client document-request email, prepared to the standards expected by NZ mortgage lenders.

2.2 Output is a draft for the Client's professional review

Output is a draft document delivered for the Client's professional review. It must not be relied upon as a complete, accurate, or verified record without independent professional verification by the Client.

We do not provide financial advice. Output does not constitute a financial advice service or regulated financial service under the FMC Act. The Client retains full professional responsibility for all advice, documentation, and representations made to their end-clients and to lenders. The Client must verify all extracted data and all Output before incorporating it into any client work or lender submission.

2.3 No retention of Materials

We do not retain, store, log, or archive Materials or End-Client Data following the completion of an Engagement. Materials are processed through the AI Processing Infrastructure solely to produce the Output and are deleted from our systems on completion. Our service must not be used as a document storage or archival arrangement.

For the avoidance of doubt, we may retain limited operational records (Client contact and billing information, anonymised system logs, aggregated usage telemetry) that do not contain Materials or End-Client Data, solely for the purposes of engagement administration, security, and legal compliance.

2.4 Availability

We will use reasonable endeavours to perform Engagements within the turnaround times indicated when scoping the work, but we do not guarantee specific turnaround times unless agreed in writing. Our service may be unavailable due to scheduled maintenance, public holidays, or circumstances beyond our reasonable control.

2.5 Third-party infrastructure

The AI Processing Infrastructure is operated by third parties (AWS, Anthropic, Vercel). Certain technical elements are therefore outside our direct control. We are not responsible for any third-party service failure or downtime that affects our ability to deliver Output, but we will use reasonable efforts to notify the Client of any material disruption.

iii.Engagement & eligibility.

3.1 Eligibility

Our service is available only to persons who hold a current financial adviser licence or who are authorised bodies under a current FAP licence issued by the Financial Markets Authority under the FMC Act, or who are otherwise lawfully providing financial advice or mortgage advice services in New Zealand. The Client must be at least 18 years of age and able to form a binding contract. By engaging us, the Client represents and warrants that they meet these criteria.

3.2 Business use only

Our service is offered only to business and professional users. The Client confirms they are acquiring and using the service for business purposes — specifically to assist in providing regulated financial advice services — and not as a consumer for personal, domestic, or household purposes. To the extent permitted by law, the Consumer Guarantees Act 1993 does not apply.

iv.Client obligations.

4.1 Compliance with law

The Client must, in connection with their engagement of us:

• comply with all applicable laws and regulations including the FMC Act, the Financial Services Legislation Amendment Act 2019, the Privacy Act, and all FMA obligations;
• maintain all licences, registrations, and authorisations required to provide financial or mortgage advice in New Zealand;
• ensure all use of our service and all Output is consistent with their professional obligations and their duties to their end-clients.

4.2 Authority to share End-Client Data

The Client warrants that, prior to submitting any Materials containing End-Client Data, they have:

• obtained all necessary consents or other lawful basis under the Privacy Act for disclosure of End-Client Data to us;
• informed their end-clients, or have an appropriate basis for not doing so, that personal and financial information may be processed by a third-party credit-writing service and via an overseas AI processing service for administrative document preparation;
• the right to share, transmit, and have us process the End-Client Data.

4.3 Review of Output

The Client must review all Output prior to use, including verifying accuracy of all extracted financial data, income and expense figures, recurring payments listed, and draft correspondence. The Client accepts sole responsibility for any use of Output without adequate review and verification.

4.4 Acceptable use

The Client must not, and must not permit any representative to:

• engage us in a manner that would constitute our provision of financial advice to end-clients;
• use the service for any unlawful purpose or in any manner that would violate any applicable law;
• submit Materials containing information the Client is not authorised to share, or that infringes the intellectual property or other rights of any third party;
• submit sensitive personal information (including health information or payment-card data) that is not necessary for the credit-writing engagement;
• use our service to develop, train, benchmark, or enhance a competing service;
• resell or sublicense our Output as if it were the Client's own template for unrelated work;
• remove, obscure, or alter any copyright or proprietary notice on any Output.

v.Fees & payment.

5.1 Engagement fees

5.2 GST

All fees are stated exclusive of GST and any other applicable taxes unless otherwise stated. GST will be charged in addition at the applicable rate where we are required to do so.

5.3 Late payment

If invoices remain unpaid past the payment terms agreed for an Engagement, we may suspend further Engagements until outstanding amounts are settled. Recovery costs reasonably incurred in collecting overdue amounts (including reasonable legal costs) may be charged to the Client.

vi.Intellectual property.

6.1 Our IP

All intellectual property rights in our service — including software, AI prompt design, templates, methodology, and brand features — are owned by or licensed to us. Nothing in these Terms transfers ownership of our intellectual property to the Client. The Client must not use our trade name, logos, or brand features without prior written consent, except as necessary to identify themselves as a Client of ours.

6.2 Ownership of Output

Subject to payment of all applicable fees, the Output delivered for an Engagement is owned by the Client. We claim no ongoing ownership interest in the Output. The Client is responsible for ensuring that any use of the Output complies with the Client's professional obligations and applicable law.

6.3 Client's Materials

The Client retains ownership of all Materials. The Client grants us a limited, non-exclusive, royalty-free licence to process the Materials solely to deliver the Engagement. This licence terminates upon completion of the Engagement, consistent with section 2.3.

6.4 Feedback

If the Client provides any feedback, suggestions, or ideas regarding our service, the Client grants us a perpetual, irrevocable, worldwide, royalty-free licence to use, implement, and incorporate that feedback into our service or any other product, without obligation to the Client.

vii.Privacy & data processing.

7.1 Privacy obligations

We will comply with the Privacy Act in connection with personal information handled in the course of an Engagement. Our Privacy Policy sets out how personal information is handled and is incorporated into this Agreement by reference.

7.2 Overseas processing acknowledgement

The Client acknowledges and agrees that Materials and End-Client Data submitted in the course of an Engagement will be processed via AWS Bedrock in the Asia Pacific (Sydney) region, using the Anthropic Claude model accessed within AWS, and that our application infrastructure is hosted on Vercel (United States). Details of the overseas processing arrangements and our IPP 12 disclosure are set out in the Privacy Policy.

7.3 Client as data controller

As between the parties, the Client is the data controller in respect of End-Client Data and is responsible for ensuring their collection, use, and disclosure of End-Client Data complies with the Privacy Act and all applicable privacy obligations. If an end-client makes a request relating to their personal information, the Client is responsible for responding to that request.

7.4 No use of End-Client Data for AI training

We do not use End-Client Data or Materials to train, fine-tune, or improve any AI model. The AI Processing Infrastructure used by us does not retain End-Client Data or Materials for model training purposes under its terms of service with us.

7.5 Data security

We employ reasonable administrative, technical, and organisational safeguards to protect data while it is in transit through our service, including encryption in transit (TLS 1.2 or higher) and password-gated access to our internal processing application. The Client acknowledges that no system is perfectly secure and that the Client bears responsibility for assessing the appropriateness of our service for the End-Client Data they choose to share.

viii.AI processing & output.

8.1 Use of third-party AI service

Output is generated with the assistance of the Anthropic Claude AI model accessed via AWS Bedrock. We do not develop, train, or control the underlying AI model. The AI service is governed by AWS's and Anthropic's terms of service and usage policies. We do not warrant or guarantee the performance, accuracy, or availability of the underlying AI service.

8.2 Inherent limitations of AI

The Client acknowledges that AI-generated content carries inherent risks, including that Output may:

• contain factual errors, omissions, or fabricated information (commonly referred to as "hallucinations");
• misclassify or misinterpret figures, dates, or other data within Materials;
• reflect bias or produce inconsistent results across similar inputs;
• appear confident or authoritative even when incorrect.

We review Output before delivering it to the Client, but human review reduces — it does not eliminate — these risks. Final professional verification remains the Client's responsibility.

8.3 No warranty as to Output

We make no representation or warranty, express or implied, that any Output will be accurate, complete, fit for any particular purpose, free of errors, or suitable for use without verification. All Output is provided for the Client's professional review.

8.4 Client responsibility for AI-assisted work

The Client must exercise independent professional judgement before relying on any Output. The Client must verify all extracted financial data, income and expense figures, recurring payments, calculations, and draft correspondence before incorporating any Output into work product, end-client communications, or lender submissions. The Client accepts sole responsibility for any decision made or representation made to a third party in reliance on Output, including any loss, regulatory action, or claim arising from such reliance.

8.5 Evolving regulatory environment

The Client acknowledges that the legal and regulatory framework applicable to AI-assisted financial-services work is evolving, and that compliance with that framework is the Client's responsibility as the regulated professional.

ix.Termination & end-of-engagement.

9.1 End of Engagement

Each Engagement ends on delivery of the Output and payment of any associated fees. There is no ongoing subscription or rolling commitment; each Engagement is discrete.

9.2 Termination by the Client

The Client may terminate an Engagement before delivery of Output by written notice. The Client remains liable for fees in respect of work performed up to the point of termination, calculated on a pro-rata basis or as otherwise agreed in writing.

9.3 Termination by us for cause

We may terminate an Engagement (or decline to commence one) immediately on written notice if:

• the Client is in material breach of these Terms and fails to remedy the breach (if capable of remedy) within 10 business days of notice;
• the Client becomes insolvent, is placed into receivership, liquidation, or voluntary administration, or makes arrangements with creditors;
• the Client ceases to hold the licences or authorisations required to provide financial advice in New Zealand;
• the Client materially breaches section 4.4 (Acceptable Use) or section 8 (AI Processing and Output);
• continued performance would, in our reasonable view, expose us to material legal or reputational risk.

9.4 Effect of termination

On termination, our obligations to deliver Output cease. Consistent with section 2.3, we do not store Materials or End-Client Data, so there is no Client data to return or delete from our systems. Any provision of these Terms that by its nature should survive termination (including sections 6, 7, 8, 10, 11 and 14) will survive. Any unpaid fees for work performed become immediately due and payable on termination.

x.Limitation of liability.

10.1 Exclusion of consequential loss

To the maximum extent permitted by law, we exclude all liability to the Client for any indirect, consequential, special, incidental, or punitive loss or damage, including loss of profits, revenue, business opportunity, goodwill, or data, arising in connection with our service or these Terms, whether in contract, tort (including negligence), statute, or otherwise, and even if we have been advised of the possibility of such loss.

10.2 Cap on liability

Our total aggregate liability to the Client for all claims arising in connection with our service or these Terms is limited to the total fees paid by the Client to us in the 12-month period immediately preceding the event giving rise to the claim. Where the Client's engagement of us has been entirely free of charge, our total aggregate liability is limited to NZ$100.

10.3 Output accuracy

We make no representation or warranty that Output will be accurate, complete, or fit for any particular purpose. Without limiting 10.1, we are not liable for any loss arising from errors, omissions, or inaccuracies in the Output, including errors in extraction of financial data, income or expense figures, recurring payment information, or any AI-generated content.

10.4 Third-party services

Our service relies on third-party AI Processing Infrastructure (AWS, Anthropic, Vercel). We are not liable for any act, omission, failure, or security incident of any third-party provider, except to the extent that such liability cannot be excluded by law.

10.5 Force majeure

Neither party will be liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including natural disasters, acts of government, civil unrest, war, pandemic, labour disputes, internet or telecommunications failures, third-party infrastructure outages, or cyber-attack. Payment obligations are not excused by this clause.

10.6 Statutory guarantees

Nothing in these Terms excludes or limits rights that cannot be excluded under the Consumer Guarantees Act 1993, the Fair Trading Act 1986, or other applicable law. To the extent permitted by law and where the Client acquires our service for business purposes, the Consumer Guarantees Act 1993 is excluded. Where a non-excludable guarantee under the Consumer Guarantees Act 1993 applies, our liability for breach of that guarantee is limited, at our option, to: (a) re-supplying the service; or (b) paying the cost of re-supplying the service.

10.7 Exceptions

The limitations and exclusions in this section 10 do not apply to: (a) the Client's obligation to pay fees; (b) the Client's liability under section 11 (Indemnity); (c) breaches by the Client of section 4.4 (Acceptable Use) or section 6 (Intellectual Property); or (d) liability that cannot be limited or excluded by law (including liability for fraud, fraudulent misrepresentation, or death or personal injury caused by negligence).

xi.Indemnity.

The Client will indemnify, defend, and hold harmless us (and our directors, officers, employees, contractors, and agents) from and against any claim, liability, loss, damage, cost, or expense (including reasonable legal fees) arising out of or in connection with:

• the Client's breach of these Terms, including section 4.4 (Acceptable Use);
• the Client's use of, or reliance on, any Output, including any claim by the Client's end-client, a lender, the Financial Markets Authority, or any other regulator or third party;
• any breach by the Client of the Privacy Act or any other applicable privacy or data protection law, including any unauthorised submission or disclosure of End-Client Data to us;
• any claim that Materials submitted by the Client infringe the intellectual property, privacy, or other rights of any third party;
• the Client's provision of, or failure to provide, financial advice to its end-clients, whether or not such advice was informed or assisted by our Output.

We will promptly notify the Client of any claim subject to this indemnity, will allow the Client to control the defence and settlement of the claim (provided the Client acts diligently and in good faith and does not admit liability on our behalf without consent), and will provide reasonable assistance at the Client's expense. We may participate in the defence with counsel of our choosing at our own expense.

xii.Changes to terms.

We may amend these Terms on not less than 14 days' written notice. If the Client does not agree to the amended Terms, the Client may decline to engage us further. The current version applies to any Engagement commenced after the effective date of that version. The version number and effective date appear at the top of these Terms.

xiii.Notices.

Notices to us may be given by email to hello@stjamesfinancial.co.nz. Notices relating to a dispute or legal matter must additionally be sent to our registered address. Notices from us to the Client may be given by email to the address associated with the Engagement. All communications and notices under this Agreement must be in English.

xiv.General.

14.1 Governing law

These Terms are governed by the laws of New Zealand. The parties submit to the non-exclusive jurisdiction of the New Zealand courts.

14.2 Dispute resolution

If a dispute arises, the parties agree to first attempt resolution by good-faith negotiation. If the dispute is not resolved within 20 business days of written notice of the dispute, either party may refer the dispute to mediation administered by AMINZ. Nothing in this clause prevents either party from seeking urgent injunctive or equitable relief from a court to prevent irreparable harm.

14.3 Entire agreement

These Terms and the Privacy Policy constitute the entire agreement between the parties regarding our service, and supersede all prior agreements, proposals, and representations, written or oral, concerning the subject matter.

14.4 Severability

If any provision of these Terms is held invalid or unenforceable, it will be severed and the remaining provisions will continue in full force.

14.5 Waiver

A failure or delay by either party in exercising any right or remedy under these Terms does not constitute a waiver of that right or remedy. Any waiver must be in writing and signed by the waiving party to be effective.

14.6 Assignment

The Client may not assign or transfer any rights or obligations under these Terms without our prior written consent. Any purported assignment in breach of this clause is void. We may assign or transfer these Terms (in whole or in part) to an affiliate or in connection with a merger, acquisition, restructure, or sale of the business or assets to which these Terms relate, on written notice to the Client.

14.7 Relationship of the parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship between the parties.

14.8 Contact

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