Terms and Conditions.

1. Definitions

• “Services” means the website, web application, and mobile application design, development, and related services we provide, as described in a Quote or Care Plan.
• “Quote” means a written fixed-price proposal we issue for a defined scope of work.
• “Care Plan” means one of our monthly support and maintenance subscriptions (Care, Grow, or Scale).
• “Deliverables” means the software, code, designs, and documentation we create for you under an engagement.
• “Project” means the scope of work described in an accepted Quote.

2. Engagement and Quotes

2.1 All project work is performed under a written Quote setting out the scope, deliverables, price, and estimated timeline.

2.2 A Quote is valid for 30 days from the date of issue unless stated otherwise.

2.3 A Project commences when you accept the Quote in writing (email is sufficient) and pay any deposit specified in the Quote.

2.4 Quotes are fixed-price for the scope described. Work outside that scope is subject to clause 5 (Changes and Additional Work).

3. Pricing and Payment

3.1 All prices are in New Zealand dollars and exclude GST unless stated otherwise. GST will be added where applicable.

3.2 Unless the Quote states otherwise, projects are invoiced as follows:

• a deposit (typically 30–50% of the Project price) before work begins;
• progress payments at agreed milestones; and
• the balance on completion, before final handover of Deliverables.

3.3 Care Plans are billed monthly in advance.

3.4 Invoices are payable within 7 days of the invoice date unless otherwise agreed in writing.

3.5 If an invoice is overdue, we may suspend work, withhold Deliverables, and pause Care Plan services until payment is received. We may charge interest on overdue amounts at 2% per month and recover reasonable costs of collection.

3.6 Deposits are non-refundable once work has commenced, except as required by law.

4. Client Responsibilities

4.1 You agree to:

• provide timely feedback, approvals, content, and materials we reasonably request;
• ensure any content or materials you supply do not infringe any third party’s rights and comply with applicable law;
• nominate a single point of contact authorised to make decisions on the Project; and
• pay all third-party costs required for the Project (e.g. domain names, hosting, app store fees, third-party licences), unless the Quote states we will supply them.

4.2 If a Project is delayed because we are waiting on you (e.g. content, feedback, or approvals) for more than 20 business days, we may treat the Project as paused. Resuming a paused Project may require re-scheduling and, where our costs have increased, a revised Quote for the remaining work.

5. Changes and Additional Work

5.1 If you request changes outside the scope of an accepted Quote, we will provide a written variation quote for the additional work. We will not commence out-of-scope work without your written approval.

5.2 Minor adjustments within the intent of the original scope are included at our reasonable discretion.

6. Delivery, Acceptance, and Demos

6.1 We provide regular progress demonstrations during a Project.

6.2 On completion of a Project (or milestone), you will have 10 business days to review the Deliverables and notify us of any defects — that is, material failures to conform to the agreed scope. We will correct notified defects at no additional charge.

6.3 Deliverables are deemed accepted when you confirm acceptance in writing, deploy them to production, or fail to notify defects within the review period, whichever occurs first.

6.4 Requests that go beyond the agreed scope are not defects and are handled under clause 5.

7. Intellectual Property and Code Ownership

7.1 On payment in full of all amounts owing for a Project, all intellectual property rights in the Deliverables created specifically for you transfer to you. You own your code — there is no lock-in.

7.2 Clause 7.1 does not apply to:

• pre-existing tools, libraries, frameworks, and code we owned before or developed independently of the Project (“Background IP”); and
• third-party and open-source components, which are licensed under their own terms.

7.3 Where Deliverables incorporate our Background IP, we grant you a perpetual, non-exclusive, royalty-free licence to use it as part of the Deliverables.

7.4 Until payment in full, all intellectual property in the Deliverables remains our property.

7.5 You retain ownership of all content and materials you supply. You grant us a licence to use them as needed to provide the Services.

7.6 Unless you ask us not to, we may identify you as a client and describe the general nature of the work in our portfolio and marketing. We will not disclose confidential details without your consent.

8. Confidentiality

8.1 Each party will keep the other’s confidential information confidential and use it only for the purposes of the engagement.

8.2 We are happy to sign a mutual non-disclosure agreement before discussing your project.

8.3 This clause does not apply to information that is publicly available, already known to the receiving party, or required to be disclosed by law.

9. Care Plans and Support

9.1 Care Plan inclusions (support hours, SEO monitoring and reporting, and response times) are as described on our website or your Quote at the time you subscribe.

9.2 Care Plans are month-to-month. Either party may cancel with 30 days’ written notice. Fees already paid are not refunded for partial months.

9.3 Unused monthly inclusions do not roll over unless we agree otherwise in writing.

9.4 Care Plan response-time commitments are targets for acknowledgement and commencement of work, not guarantees of resolution time.

9.5 We may update Care Plan pricing or inclusions with at least 30 days’ notice. If you do not accept a change, you may cancel before it takes effect.

10. Third-Party Services and Hosting

10.1 Your project may rely on third-party services (e.g. hosting providers, payment gateways, APIs, app stores, SEO and analytics tools). These are governed by the third party’s own terms, and we are not responsible for their availability, performance, pricing changes, or acts and omissions.

10.2 Where accounts for third-party services are set up for your project, they will be established in your name and ownership wherever practicable.

11. Warranties

11.1 We warrant that the Services will be performed with reasonable care and skill by suitably experienced personnel.

11.2 For 30 days after acceptance of a Project, we will fix, at no charge, any defects in the Deliverables that existed at acceptance. This warranty does not cover issues caused by: changes made by you or third parties; third-party services, browsers, devices, or operating system updates; misuse; or your failure to maintain the software (including declining recommended updates).

11.3 Except as expressly stated in these Terms, and to the extent permitted by law, all other warranties, conditions, and representations are excluded. We do not warrant that software will be error-free or uninterrupted, or that it will achieve any particular business outcome, search-engine ranking, or level of traffic or revenue.

12. Consumer Law

12.1 If you are acquiring the Services for business purposes, you agree that the Consumer Guarantees Act 1993 does not apply, and that this exclusion is fair and reasonable, as contemplated by section 43 of that Act. Nothing in these Terms is intended to contract out of the Fair Trading Act 1986 other than as permitted by section 5D for parties in trade.

12.2 If you are a consumer under New Zealand law, nothing in these Terms limits any rights you have that cannot lawfully be excluded.

13. Limitation of Liability

13.1 To the maximum extent permitted by law:

• neither party is liable to the other for any indirect or consequential loss, loss of profits, loss of revenue, loss of data, or loss of business opportunity; and
• our total aggregate liability arising out of or in connection with an engagement, whether in contract, tort (including negligence), or otherwise, is limited to the total fees you paid to us under that engagement in the 12 months preceding the event giving rise to the claim.

13.2 Nothing in these Terms limits liability that cannot be limited by law.

13.3 You are responsible for maintaining your own backups of content and data unless a backup service is expressly included in your Care Plan or Quote.

14. Termination

14.1 Either party may terminate a Project engagement with 10 business days’ written notice.

14.2 Either party may terminate immediately if the other commits a material breach that is not remedied within 10 business days of written notice, or becomes insolvent.

14.3 On termination:

• you will pay for all work performed up to the termination date (including work in progress, calculated proportionately to the Project price);
• on payment, we will hand over the Deliverables in their then-current state, and clause 7 applies to what has been paid for; and
• any deposit is applied against amounts owing.

15. Non-Solicitation

15.1 During an engagement and for 12 months afterwards, neither party will directly solicit for employment or engagement any personnel or contractors of the other who were involved in the engagement, without the other’s written consent.

16. General

16.1 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.

16.2 Subcontracting. We may use subcontractors to deliver the Services. We remain responsible for all work delivered to you, including work performed by subcontractors, and all subcontractors are bound by confidentiality obligations.

16.3 Assignment. Neither party may assign these Terms without the other’s written consent, not to be unreasonably withheld.

16.4 Entire agreement. These Terms, together with the applicable Quote or Care Plan, form the entire agreement between the parties and supersede prior discussions. If there is any inconsistency, the Quote prevails over these Terms.

16.5 Variation. We may update these Terms from time to time. The version in force when you accept a Quote or renew a Care Plan applies to that engagement.

16.6 Notices. Notices may be given by email to the addresses the parties normally use for correspondence.

16.7 Waiver and severance. A failure to enforce a right is not a waiver of it. If any clause is held invalid, the remainder of these Terms remains in effect.

16.8 Governing law. These Terms are governed by the laws of New Zealand, and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.

17. Contact

Jellybytes Limited

Email: admin@jellybytes.co.nz
Website: jellybytes.co.nz