Terms and
Conditions.

1.1These Terms are issued by The Digital Hive (NZ) 2024 Ltd, trading as The Digital Hive (Agency, we, us), and apply to services supplied to the person or entity named as client in an accepted proposal (Client, you). The Agency website is thedigitalhive.co.nz. A Proposal includes an accepted quotation, statement of work, order or service schedule. Deliverables means the outputs expressly identified in the Proposal. Business Day means a day other than a Saturday, Sunday or public holiday in Auckland, New Zealand.

1.2The contract consists, in descending priority where inconsistent, of: (a) a separately executed agreement; (b) the accepted Proposal and expressly incorporated schedules; (c) applicable written offer-specific terms; and (d) these Terms. An expressly agreed variation prevails for its subject matter. No marketing statement adds a contractual deliverable unless incorporated into the Proposal.

1.3These Terms apply to new engagements where expressly incorporated or validly accepted. Posting an updated version online does not by itself amend an existing contract. Mandatory statutory rights prevail over any inconsistent provision.

2.1Unless stated otherwise, a quotation remains open for 14 calendar days and may be withdrawn before acceptance. A contract arises on written acceptance, signature, payment of an expressly requested deposit, or clear written instruction to commence where the Proposal permits that method.

2.2The person accepting for a business represents that they have authority to bind it. An estimate, concept, mock-up or exploratory discussion is not a commitment to deliver an unlisted feature. Any indicative budget or completion date remains subject to agreed scope and dependencies.

2.3We may decline a proposed engagement before acceptance for capacity, technical feasibility, legal or conflict reasons. The Agency is not obliged to commence work before receipt of the agreed deposit, necessary inputs and required third-party access.

3.1The Proposal defines the number of pages, design concepts, revision rounds, platform, integrations, content obligations, functionality, testing, migration volumes, training, support and launch requirements. Only expressly specified work is included.

3.2Unless included in writing, excluded work may include original copywriting, photography, image licensing, translation, catalogue cleansing, data entry, supplier API remediation, accessibility certification, legal or tax advice, ongoing SEO, paid advertising, maintenance, premium plugins and third-party subscriptions.

3.3The Agency may use appropriately qualified employees and subcontractors while remaining responsible for its contractual obligations. Any material change to the agreed solution, price or delivery schedule requires written agreement before chargeable work proceeds.

4.1The Client will nominate one authorised decision-maker and supply complete, accurate and lawful content, brand materials, domain or platform access, specifications, approvals and decisions in the agreed timeframe. The Client warrants it holds necessary rights and permissions for supplied text, images, data, trademarks and other material.

4.2The Client is responsible for the legal accuracy of its product claims, pricing, GST treatment, privacy notices, consumer disclosures, policies and industry-specific requirements unless legal compliance work is expressly commissioned. The Agency may flag apparent issues but does not act as the Client's lawyer or accountant.

4.3Credentials should be provided through reasonably secure channels. The Client must maintain authorised access and appropriate account recovery arrangements. Changes made by the Client or another supplier during development may cause rework, which requires an agreed variation before additional fees are charged.

5.1Delivery dates are reasonable estimates unless a binding milestone is expressly stated. Delays in inputs, feedback, approvals, supplier responses or access extend affected milestones to a reasonable extent. We will notify material delays within a reasonable time and take reasonable steps to mitigate them.

5.2If material Client inputs remain outstanding for 15 Business Days after a written request, we may give written notice suspending affected work. If inactivity continues for 30 calendar days, we may propose a revised delivery schedule and reasonable remobilisation charge, to be agreed before that charge is incurred.

5.3A Client-caused delay does not extinguish payment obligations for properly completed milestones or approved non-cancellable third-party costs. The Agency remains responsible for delays within its reasonable control.

6.1Prices are in New Zealand dollars. GST is additional where the Proposal states amounts exclusive of GST. Unless the Proposal provides otherwise, the project fee is invoiced 50% before commencement and 50% upon completion of the agreed deliverables or expressly agreed acceptance milestone. Invoices are payable within seven calendar days unless otherwise stated.

6.2A deposit is credited toward the contract price; it is not automatically non-refundable or forfeited. On lawful cancellation, amounts retained must reflect properly performed work, agreed milestones and reasonably incurred non-cancellable costs, with an accounting and any applicable refund.

6.3The Client bears approved third-party fees, renewals, transaction charges and advertising spend as specified. We will not incur material unapproved external costs on the Client's behalf.

7.1The Client should notify the Agency promptly of a genuine invoice dispute, specifying the disputed amount and reasons, and must pay undisputed sums when due. The parties will cooperate to resolve genuine disputes promptly.

7.2Following written notice and at least seven calendar days to remedy an overdue undisputed payment, we may charge simple interest at 1% per month on the overdue undisputed balance, calculated daily without compounding, to the extent lawful. Reasonable, evidenced recovery costs may be recovered where lawful.

7.3Following proportionate written notice, we may suspend affected work or services for material non-payment, provided we act reasonably and comply with statutory obligations. We will not unlawfully withhold Client-owned domains, personal data or independently owned materials. Reinstatement is subject to reasonable technical arrangements and payment of properly due sums.

8.1Included revision rounds, if any, are those stated in the Proposal. A revision refines an agreed deliverable within the approved direction. New pages, replacement creative direction after approval, integrations, catalogue correction, changed platform, added content or materially different functionality are variations.

8.2Variations require written confirmation of scope, additional fees and any timetable impact. An email or approved project-management instruction is sufficient if the parties clearly agree. The Agency is not required to perform extra work without agreement and the Client is not liable for unapproved additional charges.

8.3Goodwill assistance or work performed without charge does not permanently expand the scope or waive the Agency's right to quote future work.

9.1The Agency will provide reasonable opportunity to inspect agreed staging deliverables. Unless otherwise agreed, the Client should provide one consolidated set of feedback within five Business Days. The Client must test business-critical processes, content, forms, pricing and transactions that depend on Client information.

9.2Express written approval, or informed use of the agreed deliverable in production, may evidence acceptance. Silence alone does not constitute acceptance unless a clear and fair written acceptance procedure has been agreed. Minor non-material defects do not necessarily prevent acceptance, but the Agency must address defects for which it remains responsible.

9.3Launch requires agreed prerequisites, including necessary access, content, testing and approvals. A launch requested despite disclosed outstanding items does not waive statutory rights or obligations expressly agreed in writing.

10.1We will exercise reasonable care and skill in providing development services and implement the features and compatibility requirements specified in the Proposal. Unless expressly agreed, services do not include unlimited future browser, device, plugin, operating-system or platform compatibility updates.

10.2Third-party hosting, content management systems, applications and integrations may experience outages, API changes, pricing changes or withdrawal. We will use reasonable care in selecting and implementing agreed services but cannot guarantee the independent operation of third-party systems.

10.3No system can be guaranteed permanently error-free, continuously available or immune from malicious activity. Specific service levels, backups, recovery commitments and support obligations must be expressly set out in the relevant schedule.

11.1The Proposal must identify the platform, data sources, catalogue scope, product counts where applicable, mapping assumptions, import method, variants, filters, inventory rules, tax configuration and acceptance tests. Importing data is distinct from correcting or enriching inaccurate supplier or Client source data.

11.2Unless expressly scoped, the Client is responsible for the accuracy and rights to product descriptions, images, SKUs, colours, sizes, prices, GST treatment, stock and supplier feeds. The Agency is responsible for exercising reasonable care and skill in the agreed import, mapping and implementation work.

11.3Manual catalogue cleansing, image retouching, missing-asset sourcing, product-by-product reconciliation, supplier API repair and unexpected source-data restructuring are excluded unless expressly included. The Agency will notify the Client of material data problems and seek approval before performing chargeable remediation.

11.4Before launch, the Client must review representative samples and critical records, including tax, checkout, variants, inventory and shipping, and promptly report discrepancies. This does not exclude remedies for defects caused by the Agency's failure to exercise reasonable care and skill.

12.1Search engine optimisation, answer engine optimisation, content production, link acquisition and digital marketing are provided as specified activities or deliverables, not guarantees of rankings, indexing, traffic, enquiries, sales, AI citations or return on investment. Search engines and AI providers control their own results and may change them without notice.

12.2Reports may include estimates from analytics and third-party tools. We will identify material measurement limitations and not knowingly represent estimates as verified leads or sales. The Client remains responsible for approving factual business claims and industry-specific statements in supplied or commissioned content.

12.3Paid advertising budgets, platform charges and material campaign commitments require Client approval. Search engine penalties, account suspensions or algorithm changes not caused by the Agency's breach are outside its control. No particular backlink placement or publisher decision is guaranteed unless expressly agreed.

13.1Hosting fees, billing frequency, included maintenance, backup arrangements, response times, security monitoring, software updates, fair-use limits and support hours are governed by the accepted hosting or support schedule. Hosting alone does not imply unlimited website changes or around-the-clock incident response.

13.2Domain registrations remain subject to registrar rules. The Client retains ownership or registrant rights in domains registered in its name, subject to applicable registration agreements. The Client must maintain accurate registrant information and renewal instructions.

13.3For material overdue hosting fees, we may suspend service after reasonable written notice, subject to applicable law and proportionate data-access and transition arrangements. We will not knowingly delete Client data without the notice, retention and exit process required by the agreement or law.

13.4The Client should maintain independent copies of critical business data where appropriate. Any guaranteed backup frequency or restoration point must be specified in the hosting schedule.

14.1Where the programme is expressly included in the accepted Proposal, the original website must have been designed or built by the Agency and remain on uninterrupted paid managed hosting with the Agency. At each third anniversary of the initial website launch, an eligible Client may request one complimentary like-for-like redesign, without an additional redesign design fee.

14.2A like-for-like redesign covers a refreshed presentation within the original agreed page count and broadly equivalent functionality, using existing or Client-supplied content and assets. Additional pages, integrations, functionality, copywriting, photography, extensive e-commerce changes, premium licences and third-party costs are separately quoted.

14.3Redesign work is scheduled by mutual agreement, taking reasonable account of Agency capacity and Client inputs. A redesign is not an automatic full rebuild or entitlement to unlimited iterations. Hosting charges continue throughout the relationship.

14.4Cancellation, transfer away or suspension for material non-payment of qualifying managed hosting ends future programme eligibility, subject to mandatory law and any express written concession. Unused redesign opportunities have no cash value, are not transferable and do not carry forward. Eligibility already expressly exercised and confirmed in writing will be handled in accordance with that confirmation.

14.5This programme is distinct from, and not subject to, the 31 December 2026 Price Beat campaign expiry.

15.1The promotion is available for eligible new enquiries received by 11:59 pm New Zealand time on 31 December 2026, unless lawfully extended in writing. The Client must submit a genuine, verifiable written quote dated within the previous 30 days from an independent professional New Zealand website agency, or a currently verifiable publicly advertised fixed-price package with sufficiently clear inclusions.

15.2The comparable one-off website design and build component must be at least NZ$3,000 excluding GST. The Agency will assess materially equivalent page count, design approach, content obligations, functionality, integrations, revisions and deliverables. The Agency's written eligible offer will be at least 5% below that comparable build component, excluding GST.

15.3Hosting, domains, SEO, advertising, software, subscriptions, support, ongoing services and third-party charges are excluded from the comparison. Complex e-commerce, bespoke applications, extensive migration or materially different scope require separate assessment. The Agency may decline work it cannot responsibly deliver. No price-beat commitment exists before written confirmation of eligibility and acceptance of the resulting Proposal.

15.4The promotion cannot be combined with other discounts without written agreement. Withdrawal or amendment for future enquiries does not change an already accepted contract. Nothing in this clause limits mandatory consumer rights or permits misleading advertising.

16.1Each party retains ownership of its pre-existing intellectual property. The Client retains rights in materials it supplies, subject to licences granted for performance of the services. Third-party fonts, stock imagery, themes, plugins and platforms remain subject to their licensors' terms.

16.2Subject to payment in full of properly due project fees and third-party restrictions, the Agency assigns to the Client the copyright it owns in the specifically identified bespoke final deliverables created for the Client under the Proposal, to the extent assignable by written agreement. The parties acknowledge that ownership may otherwise be affected by statutory rules concerning commissioned works and software; this clause is intended to record their agreed allocation where legally effective.

16.3The Agency retains ownership of pre-existing templates, libraries, processes, general know-how, reusable components and internal tools. To the extent incorporated into paid deliverables, the Agency grants the Client a perpetual, non-exclusive licence to use those Agency-owned components as necessary to operate and maintain the deliverables for the Client's business, subject to third-party rights.

16.4Drafts, rejected concepts and unpurchased options are not assigned unless agreed. Source code, editable design files and credentials are delivered to the extent specified in the Proposal or required by law. The Agency may display publicly launched work in its portfolio unless confidentiality obligations or an express written restriction apply.

17.1Each party must keep the other's non-public commercial, technical, financial and personal information confidential, use it only for performing or enforcing the contract, and disclose it only to personnel, advisers or subcontractors with a legitimate need and suitable confidentiality duties.

17.2Confidentiality does not apply to information already lawfully known, independently developed, publicly available without breach, or required by law to be disclosed. A legally required disclosure should be limited to what is necessary, with advance notice where lawful and practicable.

17.3Neither party may publish confidential disputes, credentials or unpublished commercial information without authority. Public portfolio references remain subject to clause 16.4 and any agreed confidentiality restrictions.

18.1Each party will comply with applicable New Zealand privacy law, including the Privacy Act 2020, in relation to personal information it handles. The Client is ordinarily responsible for deciding the purposes of processing its customer information, while the Agency will handle information for the agreed services and lawful operational purposes. The precise responsibilities depend on the actual processing arrangement.

18.2The Agency will use reasonable technical and organisational safeguards appropriate to the information and service, limit access to authorised persons, and notify the Client promptly after becoming aware of a material security incident affecting Client information so the parties can assess legal notification obligations.

18.3Use of third-party hosting, analytics, cloud or communications providers must be consistent with applicable law and the accepted service arrangement. The Client must provide lawful notices and obtain consents where required for its own website, forms, cookies and marketing practices.

18.4Upon termination, the Agency will provide agreed export or return of Client data, subject to lawful retention, security, outstanding authorised charges and reasonable transition arrangements. Detailed retention and deletion periods should be stated in the Privacy Policy or relevant service schedule.

19.1The Agency warrants that it will provide services with reasonable care and skill and substantially in accordance with the agreed Proposal. The Client must notify reasonably detailed concerns promptly, and the Agency will have a reasonable opportunity to investigate and remedy a proven failure, without prejudice to non-excludable rights.

19.2Nothing in these Terms excludes, restricts or modifies any right or remedy that cannot lawfully be excluded, including applicable rights under the Consumer Guarantees Act 1993 and Fair Trading Act 1986.

19.3Where both parties are in trade, the services are supplied and acquired in trade, the agreement is in writing, the parties expressly agree, and it is fair and reasonable, the parties agree to contract out of the Consumer Guarantees Act 1993 to the extent permitted by section 43. This clause does not operate unless all statutory conditions are satisfied. No general exclusion of the Fair Trading Act is attempted by these Terms.

20.1To the maximum extent permitted by law, neither party is liable to the other for remote or indirect loss, lost opportunity, anticipated profits or consequential loss arising from the contract, except to the extent such exclusion is prohibited by law. This does not prevent recovery of reasonably foreseeable direct loss where recoverable under applicable law.

20.2To the extent legally permissible and fair and reasonable, the Agency's aggregate liability arising from a particular fixed-fee project is limited to the fees paid or payable for that project. For a claim arising solely from a recurring service, the limit is the fees paid or payable for that service during the preceding 12 months. These limits do not apply to fraud, wilful misconduct, deliberate infringement of third-party intellectual property, or liabilities that cannot lawfully be limited.

20.3The Client indemnifies the Agency against third-party claims to the extent directly arising from unlawful or infringing Client-supplied content or instructions, except to the extent caused or increased by the Agency's breach, negligence or misconduct. The Agency must promptly notify the Client, reasonably cooperate and mitigate loss; no settlement imposing obligations on the Client may be made without its consent, not unreasonably withheld.

20.4Nothing in this clause permits either party to evade payment of sums properly due or to impose an unfair standard-form term contrary to law.

21.1Either party may terminate for a material breach not remedied within 10 Business Days after written notice describing the breach and required remedy, unless the breach cannot reasonably be cured or immediate termination is justified by law. A longer reasonable cure period applies where remediation is underway and the nature of the breach requires it.

21.2A Client may cancel a project for convenience by written notice. The Agency may invoice completed work, agreed milestones and reasonable non-cancellable commitments incurred before effective cancellation, less amounts already paid; it must refund any excess advance payment. No automatic forfeiture or disproportionate cancellation penalty applies.

21.3The Agency may terminate an ongoing arrangement for convenience on 30 calendar days' written notice where the applicable schedule does not prescribe a different period, providing reasonable transition cooperation and refunding prepaid fees for undelivered services where appropriate.

21.4Termination does not extinguish accrued payment rights, confidentiality, intellectual property, lawful liability limitations, dispute provisions or other clauses intended to survive.

22.1Following termination or completion, the Agency will make available Client-owned content, domains, data, credentials and paid deliverables to which the Client is entitled, subject to reasonable identity verification, third-party platform rules and lawful security precautions. We will not unlawfully hold Client-owned data or domains as leverage for a payment dispute.

22.2Transfer of unpurchased drafts, Agency proprietary tools, unassigned source files, premium licences or third-party subscriptions is not implied. Additional migration, export, training or transition services outside agreed deliverables may be quoted separately, without preventing access to material the Client is legally entitled to receive.

22.3The parties will cooperate reasonably on DNS, registrar, hosting and account transitions to reduce avoidable service disruption. The Client is responsible for procuring replacement hosting and licences unless otherwise agreed.

23.1The Client accepts that independently supplied domains, hosting, payment gateways, software, APIs, advertising platforms and supplier feeds are governed by applicable third-party terms and may change. The Agency remains responsible for its own agreed implementation obligations but does not guarantee independent third-party performance.

23.2Neither party is liable for delay caused by an event beyond its reasonable control, including widespread network outages, natural disasters or governmental restrictions, provided it gives prompt notice, takes reasonable mitigation steps and resumes performance when practicable. Payment for services already properly supplied remains due. If the event materially prevents performance for more than 30 days, either party may terminate affected unperformed services on written notice with fair adjustment of prepaid amounts.

24.1The parties will first attempt good-faith resolution through authorised senior representatives within 10 Business Days of a written dispute notice. They may agree to mediation before litigation, but neither is prevented from seeking urgent interim relief or exercising non-excludable statutory rights.

24.2Notices may be sent to the email addresses last formally nominated by each party for contractual communications; notices of termination or material breach must clearly identify their purpose. A sender should retain evidence of dispatch and reasonably verify receipt where disputed.

24.3New Zealand law governs the contract. Subject to applicable mandatory jurisdictional rules, the courts of New Zealand have jurisdiction. No clause limits rights to use an appropriate New Zealand statutory complaints or dispute process.

25.1If a clause is invalid or unenforceable, it is severed to the minimum necessary extent without invalidating the remainder, provided the essential commercial bargain remains workable. Failure to enforce a right once is not a general waiver. Neither party may assign material obligations without the other's consent, not unreasonably withheld, except as part of a lawful business reorganisation that does not materially prejudice the other party.

25.2Changes to an existing agreement require mutual written agreement unless an express, lawful variation mechanism applies. The Agency may publish updated terms for future engagements, but such publication does not retrospectively change signed agreements.

25.3Electronic signatures, accepted emails and counterparts may be used where legally effective. Headings aid navigation and do not change meaning.

25.4Agency website: https://thedigitalhive.co.nz. Contractual contact details are those stated in the applicable accepted Proposal or invoice.

25.5Effective date: 28 October 2026, for new engagements that validly incorporate this version; no retrospective effect.