Terms of Service

1. Introduction and Acceptance

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you", or "your") and [Company Name] ("Company", "we", "us", or "our"), a company registered in New Zealand.

By accessing our website, using our services, or entering into a consulting agreement with us, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

If you do not agree to these Terms, you must not access or use our website or services.

2. Services Overview

We provide professional data consulting services, including but not limited to:

• Data strategy and roadmap development
• Business intelligence and analytics solutions
• Data engineering and infrastructure design
• Machine learning and artificial intelligence implementation
• Data governance and compliance consulting
• Training and enablement programs
• Technical advisory and support services

Specific services, deliverables, timelines, and fees will be outlined in individual project agreements or statements of work ("SOW") executed between you and the Company.

3. Service Agreements and Scope

3.1 Engagement Process

Professional services are provided under formal engagement agreements that specify:

• Scope of work and deliverables
• Project timeline and milestones
• Fees, payment terms, and expenses
• Roles and responsibilities
• Intellectual property arrangements
• Confidentiality obligations

3.2 Scope Changes

Any changes to the agreed scope of work must be documented in writing through a formal change request process. Additional work outside the original scope may incur additional fees.

3.3 Client Obligations

To enable successful service delivery, clients agree to:

• Provide timely access to necessary data, systems, and personnel
• Designate authorized representatives for decision-making
• Review and approve deliverables within agreed timeframes
• Provide accurate and complete information
• Comply with reasonable requests from our consulting team

4. Fees and Payment Terms

4.1 Pricing and Invoicing

Professional fees are based on agreed rates and payment structures, which may include:

• Fixed-price project fees
• Time and materials billing
• Retainer arrangements
• Outcome-based pricing

4.2 Payment Terms

Unless otherwise agreed in writing:

• Invoices are payable within 30 days of invoice date
• Late payments may incur interest at the rate of 2% per month or the maximum rate permitted by law
• We reserve the right to suspend services for overdue accounts
• All fees are quoted in New Zealand Dollars (NZD) unless otherwise specified
• Fees are exclusive of GST, which will be added where applicable

4.3 Expenses

Reasonable out-of-pocket expenses incurred in delivering services (e.g., travel, accommodation, software licenses) will be reimbursed or invoiced separately, as agreed in the engagement terms.

5. Intellectual Property Rights

5.1 Pre-Existing IP

Each party retains all rights to their pre-existing intellectual property, including:

• Our methodologies, frameworks, tools, and templates
• Your data, business processes, and proprietary information

5.2 Project Deliverables

Unless otherwise agreed in writing, intellectual property in project deliverables created specifically for you will be assigned to you upon full payment of all fees, subject to our right to retain copies for quality assurance and to use anonymized versions for training and marketing purposes.

5.3 License Grant

We grant you a non-exclusive license to use our pre-existing tools and methodologies solely for the purposes of the specific engagement and your internal business operations.

5.4 Third-Party IP

We may incorporate third-party software, data sources, or components into deliverables, subject to applicable licenses. You are responsible for obtaining any necessary third-party licenses for ongoing use.

6. Confidentiality and Data Protection

6.1 Confidential Information

Both parties agree to maintain the confidentiality of all proprietary and confidential information disclosed during the engagement, including:

• Business strategies and financial information
• Technical data and systems architecture
• Customer and employee information
• Project deliverables and insights

6.2 Data Processing

When we process personal information on your behalf, we act as a data processor under the Privacy Act 2020. We will:

• Process data only in accordance with your documented instructions
• Implement appropriate security measures
• Assist with data subject rights requests and breach notifications
• Return or securely destroy data upon completion of services

6.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is publicly available through no fault of the receiving party
• Was rightfully known before disclosure
• Must be disclosed under legal or regulatory requirements
• Is independently developed without use of confidential information

7. Warranties and Representations

7.1 Our Warranties

We warrant that:

• Services will be performed with reasonable skill and care
• We have the necessary expertise and resources to deliver services
• Services will comply with applicable New Zealand laws and regulations
• We have the right to grant licenses to any intellectual property provided

7.2 Consumer Guarantees Act 1993

Where you acquire services as a consumer (not for business purposes), the Consumer Guarantees Act 1993 ("CGA") provides statutory guarantees that cannot be excluded. These include guarantees that services will be:

• Provided with reasonable care and skill
• Fit for any particular purpose made known to us
• Completed within a reasonable time (if no time specified)

7.3 Business-to-Business Services

If you acquire services for business purposes, the parties agree that the Consumer Guarantees Act 1993 does not apply to the extent permitted by law. This exclusion is subject to the Fair Trading Act 1986 and must be agreed in writing in a separate commercial agreement.

7.4 Disclaimer

Except as expressly stated in these Terms or required by law:

• All implied warranties and conditions are excluded to the maximum extent permitted
• We do not warrant that services will be uninterrupted or error-free
• Professional advice is provided based on information available at the time and is subject to your independent verification
• Implementation success depends on factors outside our control, including client execution and market conditions

8. Limitation of Liability

8.1 Maximum Liability

To the maximum extent permitted by law and subject to consumer protection legislation, our total liability for any claims arising from or relating to services provided will be limited to the total fees paid by you in the 12 months preceding the claim.

8.2 Consequential Damages

We will not be liable for any indirect, incidental, special, or consequential damages, including but not limited to:

• Loss of profits or revenue
• Loss of data or business opportunities
• Business interruption
• Reputational damage
• Third-party claims

8.3 Exceptions

Nothing in these Terms excludes or limits liability for:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Breach of statutory consumer rights that cannot be excluded
• Any other liability that cannot be limited under New Zealand law

8.4 Your Indemnification

You agree to indemnify and hold us harmless from claims arising from:

• Your breach of these Terms or applicable laws
• Inaccurate or incomplete information provided by you
• Your use of deliverables in a manner not authorized or recommended
• Third-party claims related to your business operations

9. Website Use and Acceptable Use Policy

9.1 License to Use Website

We grant you a limited, non-exclusive, non-transferable license to access and use our website for lawful purposes in accordance with these Terms.

9.2 Prohibited Activities

You must not:

• Use the website in any way that violates New Zealand law or regulations
• Attempt to gain unauthorized access to our systems or networks
• Interfere with or disrupt the website or servers
• Transmit viruses, malware, or other harmful code
• Copy, reproduce, or redistribute website content without permission
• Use automated systems (bots, scrapers) to access the website
• Impersonate another person or entity
• Collect personal information about other users

9.3 User Accounts

If you create an account on our website:

• You are responsible for maintaining the confidentiality of your login credentials
• You must notify us immediately of any unauthorized access
• You are responsible for all activities under your account
• We reserve the right to suspend or terminate accounts for violations

10. Termination

10.1 Termination by Either Party

Either party may terminate a service engagement:

• By mutual written agreement
• For material breach if not remedied within 30 days of written notice
• Immediately if the other party becomes insolvent or enters bankruptcy proceedings

10.2 Termination for Convenience

Either party may terminate an engagement for convenience with 30 days' written notice, subject to payment for work completed and reasonable wind-down costs.

10.3 Effect of Termination

Upon termination:

• You must pay all fees for services rendered up to the termination date
• We will deliver all completed work products
• Each party will return or destroy confidential information
• Provisions regarding confidentiality, IP, liability, and dispute resolution survive termination

11. Fair Trading Act Compliance

We are committed to compliance with the Fair Trading Act 1986. We will:

• Not engage in misleading or deceptive conduct
• Provide accurate information about our services
• Honor representations made in marketing materials and agreements
• Clearly communicate any limitations or conditions on services
• Respond promptly and fairly to complaints

12. Force Majeure

Neither party will be liable for failure to perform obligations due to circumstances beyond reasonable control, including:

• Natural disasters (earthquakes, floods, pandemics)
• War, terrorism, or civil unrest
• Government actions or changes in law
• Strikes or labor disputes
• Failures of third-party infrastructure (internet, cloud services)

The affected party must promptly notify the other party and make reasonable efforts to mitigate the impact and resume performance.

13. Dispute Resolution

13.1 Good Faith Negotiations

In the event of a dispute, the parties agree to first attempt to resolve the matter through good faith negotiations between senior representatives.

13.2 Mediation

If negotiations fail, either party may refer the dispute to mediation under the AMINZ Mediation Protocol or another mutually agreed mediation process.

13.3 Arbitration or Litigation

If mediation is unsuccessful, disputes may be resolved through:

• Arbitration under the Arbitration Act 1996, or
• Litigation in the courts of New Zealand

13.4 Costs

Each party will bear its own costs of dispute resolution unless otherwise awarded by an arbitrator or court.

14. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of New Zealand. Any disputes will be subject to the exclusive jurisdiction of the New Zealand courts.

If you are accessing our services from outside New Zealand, you acknowledge that New Zealand law applies and consent to jurisdiction in New Zealand for dispute resolution.

15. General Provisions

15.1 Entire Agreement

These Terms, together with any executed service agreements and our Privacy Policy, constitute the entire agreement between the parties and supersede all prior understandings, whether written or oral.

15.2 Amendments

We may update these Terms from time to time by posting revised terms on our website. Material changes will be notified via email or prominent website notice. Continued use of services after changes constitutes acceptance of the revised Terms.

15.3 Severability

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

15.4 Waiver

No waiver of any provision will be deemed a further or continuing waiver of that or any other provision.

15.5 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.

15.6 Third-Party Rights

These Terms are intended solely for the benefit of the parties and do not create rights for any third parties.

15.7 Notices

All notices under these Terms must be in writing and delivered via email or registered post to the addresses specified in the service agreement or as updated by either party.

16. Contact Information

For questions about these Terms of Service, please contact us:

• Email: legal@enterprisedatasolutions.co.nz
• Phone: +64 3 123 4567
• Postal Address: Enterprise Data Solutions, 123 Colombo Street, Christchurch Central, Christchurch 8011, New Zealand