Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Kiwi Digital Ltd ("Kiwi Digital," "we," "our," or "us"), a company registered in New Zealand with its principal place of business at 33 Havelock Road, Havelock North 4130, New Zealand.

By engaging our services, accessing our website, or entering into a contract with us, you agree to be bound by these Terms. If you do not agree to these Terms, do not use our services.

2. Services

Kiwi Digital provides software development, AI integration, automation, and related technology consulting services ("Services"). Our Services include, but are not limited to:

• Custom software development and full-stack application development
• AI integration and implementation (including AI agents, workflow automation, and LLM-powered solutions)
• Cloud infrastructure setup, deployment, and management
• Progressive Web App (PWA) development
• Database design and optimization
• Technical consulting and project scoping
• Ongoing support and maintenance

Specific Services are defined in individual project agreements, statements of work (SOW), or proposals, which take precedence over these general Terms in case of conflict.

3. Engagement and Scope

3.1 Project Agreements

Each project will be governed by a separate agreement, proposal, or SOW that outlines the scope, deliverables, timeline, and pricing. These project-specific documents are incorporated into and form part of these Terms.

3.2 Scope Changes

Any changes to the agreed scope of work must be documented in writing and mutually agreed upon by both parties. Changes may result in adjustments to timeline and pricing.

3.3 Client Responsibilities

The Client agrees to:

• Provide timely access to necessary information, systems, and personnel
• Respond to requests for feedback and approvals within agreed timeframes
• Ensure that any content, data, or materials provided to us do not infringe third-party rights
• Maintain necessary licenses for third-party software and services

4. Fees and Payment

4.1 Pricing

Fees for Services are outlined in the applicable project agreement or proposal. Unless otherwise specified, all fees are quoted in New Zealand Dollars (NZD) and exclude GST, which will be added where applicable.

4.2 Payment Terms

Payment terms vary by project but typically include:

• Deposit: 50% upfront deposit before work commences
• Milestone Payments: Staged payments upon completion of agreed milestones
• Final Payment: Balance due upon project completion or delivery
• Recurring Services: Monthly invoicing for ongoing support and maintenance

Invoices are due within 7 days of issue unless otherwise specified. Late payments may incur interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

4.3 Third-Party Costs

Unless included in the project agreement, third-party costs (e.g., hosting, domain registration, API fees, software licenses) are the Client's responsibility and will be billed separately or reimbursed.

5. Intellectual Property

5.1 Client-Owned IP

Upon full payment of all fees, ownership of custom-developed software, code, and deliverables specific to your project ("Client IP") will transfer to you, unless otherwise specified in the project agreement.

5.2 Kiwi Digital IP

We retain ownership of:

• Pre-existing code, libraries, frameworks, and tools developed by us
• Reusable components, templates, and methodologies
• Any improvements or derivative works based on our pre-existing IP

You are granted a perpetual, non-exclusive license to use our pre-existing IP as incorporated into your project deliverables.

5.3 Open Source Software

We may use open-source software and libraries in our projects. Such software is governed by its respective open-source license, and we make no warranties beyond those provided by the original authors.

5.4 Third-Party IP

You are responsible for ensuring you have the necessary rights and licenses for any third-party software, APIs, content, or services used in your project.

6. Confidentiality

Both parties agree to keep confidential any proprietary information disclosed during the course of the engagement. This obligation survives termination of the agreement. Confidential information does not include:

• Information that is publicly available
• Information independently developed without reference to confidential information
• Information required to be disclosed by law

7. Warranties and Disclaimers

7.1 Our Warranties

We warrant that:

• Services will be performed in a professional and workmanlike manner
• Deliverables will substantially conform to agreed specifications
• We have the right to provide the Services and grant the licenses described herein

7.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

We do not warrant that:

• The software will be error-free or operate without interruption
• All errors will be corrected
• The software will meet all of your requirements or expectations

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KIWI DIGITAL'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU FOR THE SPECIFIC PROJECT GIVING RISE TO THE CLAIM IN THE 12 MONTHS PRECEDING THE CLAIM.

IN NO EVENT SHALL KIWI DIGITAL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. In such cases, our liability will be limited to the maximum extent permitted by law.

9. Indemnification

You agree to indemnify and hold harmless Kiwi Digital, its directors, officers, employees, and contractors from any claims, damages, losses, or expenses (including reasonable legal fees) arising from:

• Your breach of these Terms
• Your use of the Services or deliverables
• Content, data, or materials you provide to us
• Your violation of any third-party rights

10. Support and Maintenance

Unless a separate support and maintenance agreement is in place, we provide:

• Warranty Period: 30 days of bug fixes for critical issues post-delivery
• Ongoing Support: Available on a time-and-materials basis or via monthly retainer

Support does not include:

• New feature development or scope changes
• Issues caused by third-party services, hosting, or client modifications
• Training or user support (unless separately agreed)

11. Termination

11.1 Termination for Convenience

Either party may terminate a project agreement with 14 days' written notice. Upon termination, you agree to pay for all work completed up to the termination date, plus any non-cancellable third-party costs.

11.2 Termination for Cause

Either party may terminate immediately if the other party:

• Materially breaches these Terms and fails to cure within 14 days of written notice
• Becomes insolvent or enters bankruptcy or liquidation proceedings

11.3 Effect of Termination

Upon termination:

• All outstanding invoices become immediately due
• We will deliver all completed work upon receipt of full payment
• Confidentiality obligations survive termination

12. Governing Law and Dispute Resolution

12.1 Governing Law

These Terms are governed by and construed in accordance with the laws of New Zealand. The parties submit to the exclusive jurisdiction of the courts of New Zealand.

12.2 Dispute Resolution

In the event of a dispute, the parties agree to first attempt to resolve the matter through good-faith negotiation. If the dispute cannot be resolved within 30 days, either party may refer the matter to mediation before resorting to litigation.

13. General Provisions

13.1 Entire Agreement

These Terms, together with any project agreements or SOWs, constitute the entire agreement between the parties and supersede all prior agreements, understandings, and communications.

13.2 Amendments

We may update these Terms from time to time. Updated Terms will be posted on our website with a new "Last Updated" date. Your continued use of our Services after changes constitutes acceptance.

13.3 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

13.4 Waiver

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision.

13.5 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to an affiliate or in connection with a merger, acquisition, or sale of assets.

13.6 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond their reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, or government actions.

14. Contact Information

For questions about these Terms or our Services, please contact us: