These are the general terms that govern your use of the kiwidynamics.co.nz website and the working relationship you enter into if you engage Kiwi Dynamics Limited (us) on a project. They sit alongside, and are explicitly subordinate to, any Statement of Work or Master Services Agreement we sign with you – wherever a specific written agreement says something different, that agreement wins. This page is written in plain English on purpose; the price of a friendlier tone is that it is not a substitute for legal advice on your specific situation, and we encourage you to seek that advice for anything material.
1. About us
Kiwi Dynamics is a New Zealand limited liability company. We design, build and operate AI agents, custom apps and conversion-focused websites for businesses operating in Aotearoa. Our registered office and principal place of business is in Auckland and our operating address is published on our Contact page. All references in these Terms to "we" or "us" mean Kiwi Dynamics Limited; references to "you" mean any person or organisation using this site or engaging us for paid work.
2. Use of the website
The kiwidynamics.co.nz website is provided as marketing and informational material at no charge. You may read it, share links to it, and quote short extracts of it with attribution. You may not scrape it at industrial volume, attempt to circumvent our bot mitigation, attempt to reach administrative endpoints, or republish substantial sections of its content as your own. The text, images and code on the site are the original work of Kiwi Dynamics or are properly licensed from their creators, and are protected by copyright. We try hard to keep the site online and accurate; we cannot promise it will be available continuously or that every fact on it will remain current, and we do not accept liability for decisions made solely on the basis of marketing copy.
3. Engagements and Statements of Work
Every paid engagement we undertake is preceded by a written Statement of Work. The Statement of Work names the people involved, describes the scope in concrete language, lists the deliverables, sets the timeline, fixes the price (or names the rate and billing cadence for time-and-materials engagements), and identifies any third-party tools or services that you will pay for directly. A Statement of Work becomes binding once it is countersigned by an authorised representative of each party; verbal or email-based variations are honoured between trusted parties but should be confirmed in writing before invoicing.
4. Fees, invoicing and payment
Our default invoicing cadence on fixed-price engagements is one third on signing, one third at an agreed midpoint milestone, and one third on delivery; on time-and-materials engagements we invoice fortnightly in arrears. All fees are quoted in New Zealand dollars and exclude GST unless explicitly stated otherwise. Invoices are payable within 14 days of the invoice date. Where an invoice remains unpaid 14 days after its due date, we may pause work on the relevant engagement until it is settled, and we may charge a late-payment fee equal to two percent of the outstanding balance per month, accruing daily. We will always raise concerns about late payment with you in writing before invoking either of those rights.
5. Intellectual property
On delivery and full payment for a deliverable under a Statement of Work, ownership of that deliverable – including any custom source code, configuration, designs and documentation written specifically for you – transfers from us to you, along with all associated intellectual property rights. We retain a non-exclusive, royalty-free licence to use generic, non-confidential techniques, patterns and code fragments we developed during the engagement in our future work, provided that licence never extends to your data, your trade secrets, your brand assets, or anything specific to your business. Any open-source software incorporated into a deliverable remains governed by the licence under which it was published; we will tell you up front which open-source dependencies a deliverable carries and what licences apply.
6. Confidentiality
We treat anything you tell us about your business, your customers, your strategy, your finances or your people as confidential by default, whether or not we have signed a separate non-disclosure agreement. The same expectation applies in reverse to anything we tell you about how we work, our pricing, or any third-party arrangements. Confidentiality obligations survive termination of any engagement indefinitely for trade secrets and for five years for everything else, subject to the standard carve-outs for information that becomes public through no fault of the receiving party, information that the receiving party already lawfully held, and information that must be disclosed by law or court order.
7. Warranties and limitation of liability
We warrant that the work we deliver will materially conform to what the Statement of Work describes, that it will be performed with the level of skill and care that you would expect from a competent specialist in our field, and that to the best of our knowledge it does not infringe any third party's intellectual property. We give no other warranties, express or implied, and we explicitly disclaim any implied warranty of merchantability or fitness for a particular purpose beyond what the Statement of Work specifies. To the maximum extent permitted by law, our aggregate liability arising out of or in connection with any engagement is capped at the fees you have actually paid us under that engagement in the twelve months preceding the event giving rise to the liability. We are not liable for indirect, consequential or special losses, including lost profits, lost data, or loss of business opportunity, even if we have been advised of the possibility of such losses. Nothing in these Terms attempts to exclude or limit any liability that cannot be excluded under the Consumer Guarantees Act 1993 or any other applicable mandatory law.
8. Termination
Either party may terminate an engagement at any time by giving the other thirty days' written notice. On termination, you pay for work completed up to and including the effective date of termination, and we hand over all work in progress along with any source code, configuration and documentation produced to that point. Either party may also terminate immediately for cause if the other commits a material breach that has not been remedied within fourteen days of being notified of it in writing, becomes insolvent, or enters voluntary administration or liquidation.
9. Governing law and dispute resolution
These Terms and any Statement of Work entered into under them are governed by the laws of New Zealand. If a dispute arises that cannot be resolved by a direct conversation between the two of us, we agree to attempt mediation through the Resolution Institute before either party commences proceedings. Any litigation that does eventuate is subject to the exclusive jurisdiction of the New Zealand courts, with the Auckland District Court as the venue of first instance unless the value of the dispute requires the High Court.
10. Changes to these Terms
We may update these Terms from time to time. The version published on this page on the date you sign a Statement of Work is the version that governs that engagement for its full duration, regardless of any subsequent change. The version published on this page at the time you submit an enquiry through the contact form is the version that governs your use of the website itself.