These Terms of Trade (Terms) govern the relationship between Onyx Labs Ltd (“we”, “us”, or “our”) and any person or organisation that engages us for services (“you” or “your”). By engaging our services, requesting a quote, accepting a proposal, or making payment to us, you agree to be bound by these Terms. Please read them carefully.
We provide AI consulting, AI governance framework packages, AI training courses, AI development, web development, and web hosting services. These Terms apply to all of those services unless we agree otherwise in writing.
1. Definitions
In these Terms, unless the context requires otherwise:
(a) “Agreement” means these Terms together with any proposal, quote, or statement of work accepted by you.
(b) “Deliverables” means any work product, code, content, documentation, or output created by us for you under an Agreement.
(c) “Project” means a defined scope of work agreed between us and you, as set out in a proposal or statement of work.
(d) “Services” means all services provided by us, including AI consulting, governance frameworks, AI training, AI development, web development, Standard Hosting, and Managed Hosting.
(e) “Variation” means any agreed change to the scope, deliverables, or timeline of a Project after the original Agreement is formed.
2. Engagement and Acceptance
2.1 An Agreement is formed when you accept a proposal or quote from us in writing, make a deposit payment, or otherwise instruct us to proceed with Services.
2.2 You confirm that the person accepting these Terms has authority to bind you to this Agreement.
2.3 These Terms apply to every engagement between us, unless we have agreed to alternative terms in a signed written agreement.
3. Payment Terms
3.1 Invoice Payment
3.1.1 All invoices are due and payable within 7 days of the invoice date, unless otherwise stated on the invoice.
3.1.2 Payment must be made in New Zealand dollars by the method specified on the invoice.
3.2 Project Invoicing
3.2.1 Projects are invoiced in two stages:
- (a) 50% deposit invoice issued upon your acceptance of the proposal; and
- (b) 50% completion invoice issued when the Project is ready for delivery or go-live.
3.2.2 No work will commence on any Project until the deposit invoice has been paid in full.
3.2.3 No Deliverables, files, code, credentials, or other Project outputs will be released, transferred, or handed over to you until the completion invoice has been paid in full.
3.3 Variations
3.3.1 Any agreed Variation to a Project will be invoiced on the same 50/50 basis as set out in clause 3.2. No Variation work will commence until the Variation deposit has been received.
3.4 Recurring Services
3.4.1 Recurring services begin on the date the service first commences (the Start Date).
3.4.2 Recurring invoices are issued monthly or annually, renewing on the same calendar date as the Start Date each cycle.
3.4.3 You are responsible for ensuring your payment details are current and that sufficient funds are available on each renewal date. We are not responsible for service interruption caused by payment failure due to outdated or insufficient payment details.
3.5 Late Payment
3.5.1 If an invoice is not paid by its due date, we reserve the right to charge interest on the overdue amount at the rate of 2% per month (compounding monthly) from the due date until the date of payment.
3.5.2 We may also recover from you any reasonable costs incurred in recovering overdue amounts, including debt collection and legal fees.
4. Overdue Accounts and Service Suspension
4.1 If any invoice on your account remains unpaid for more than 60 days from its due date, we reserve the right, at our sole discretion, to suspend all Services associated with your account. This applies to all Services we provide to you, not only those directly related to the overdue invoice.
4.2 Suspension may occur without further notice beyond what is required by applicable law. We will make reasonable efforts to notify you before suspending Services.
4.3 Suspended Services will be reinstated once all overdue balances, including any accrued interest, have been paid in full.
4.4 We are not liable for any loss, damage, or disruption to your business arising from suspension of Services due to non-payment.
5. Cancellation and Termination
5.1 Notice Requirement
5.1.1 Either of us may terminate a recurring Service by providing no less than 60 days written notice to the other. Notice must be sent to the contact details listed in your Agreement or to our registered email address.
5.1.2 Notice periods begin on the date the written notice is received, not the date it is sent. You remain liable for all fees during the notice period.
5.2 Cancellation of Projects
5.2.1 If you choose to cancel a Project before it is complete, you remain liable for the full outstanding balance of the Project fee, including the completion invoice amount, regardless of the stage of completion.
5.2.2 Any Deliverables or partial work completed up to the point of cancellation will only be released to you upon receipt of all outstanding amounts.
5.3 Termination for Cause
5.3.1 Either of us may terminate an Agreement with immediate effect by written notice if the other:
- (a) materially breaches these Terms and fails to remedy that breach within 14 days of written notice requiring it to do so; or
- (b) becomes insolvent, is placed into liquidation or receivership, or ceases to carry on business.
5.3.2 Upon termination for any reason, all outstanding fees become immediately due and payable.
6. Web Hosting Services
6.1 Standard Hosting
6.1.1 Standard Hosting is our base hosting tier, under which we are responsible for:
- (a) maintaining and monitoring the server infrastructure; and
- (b) making reasonable efforts to ensure server uptime.
6.1.2 Standard Hosting does not include any management of your website software, content management system, themes, plugins, or website content.
6.2 Managed Hosting
6.2.1 Managed Hosting is our full-service hosting tier, under which we are responsible for:
- (a) everything included under Standard Hosting; and
- (b) performing routine updates to WordPress core software, themes, and plugins.
6.2.2 Managed Hosting does not include:
- (a) website content creation or editing;
- (b) plugin or theme configuration or customisation;
- (c) third-party integrations, API connections, or external service configurations; or
- (d) issues arising from changes made to the website by you or a third party.
6.3 Hosting General Terms
6.3.1 Hosting services are provided on a best-efforts basis. While we take reasonable steps to maintain uptime and performance, we do not guarantee uninterrupted service. Brief outages may occur due to maintenance, infrastructure issues, or circumstances beyond our control.
6.3.2 We perform daily server-level backups of all hosted websites and retain those backups for a rolling 30-day period. While we take reasonable care in maintaining these backups, they are provided as a safety net only and we do not guarantee their completeness or successful restoration in all circumstances. You are still encouraged to maintain your own independent backups of your website data and content.
6.3.3 You must not use our hosting services to store or distribute unlawful content, or in any way that violates applicable laws or third-party rights.
6.4 Premium Plugin Licences
6.4.1 Certain hosting plans include access to licensed premium plugins as part of the recurring service. These currently include Elementor Pro, Crocoblock, and Gravity Forms, though the plugins included may vary by plan and are subject to change with reasonable notice.
6.4.2 These plugin licences are made available to you solely for use on websites hosted with us under an active recurring service. The licences are held by us and are not transferred to you.
6.4.3 If your recurring hosting service ends for any reason, your access to these plugin licences will cease on the termination date. You will be responsible for obtaining your own licences for any premium plugins you wish to continue using after that point.
6.4.4 We make no warranties regarding the ongoing availability of any specific third-party plugin or licence, as these are subject to the terms and availability of the relevant third-party providers.
6.5 Hosting Migration
6.5.1 Migration of an existing website to our hosting environment is subject to a migration fee of $150.00 plus GST per website.
6.5.2 Prior to migration, we will assess your website to determine whether it meets our minimum standards for security and maintainability. If your website does not meet those standards, we will provide you with a separate quote for any remedial work required before migration can proceed. No migration will commence until any required remedial work has been completed and paid for.
6.5.3 We reserve the right to decline to host a website that we consider, in our reasonable opinion, to be unsuitable for hosting on our platform.
7. Consulting Services Disclaimer
7.1 Our consulting services are provided for informational and guidance purposes only. They do not constitute legal, financial, regulatory, or compliance advice.
7.2 We do not guarantee any specific outcomes, business results, or regulatory compliance outcomes from advice, recommendations, frameworks, or training we provide. The technology landscape and its regulatory environment are rapidly evolving, and the suitability of any recommendation may change after delivery.
7.3 You are solely responsible for independently reviewing, evaluating, and making decisions about any recommendations we provide before implementing them in your business or systems. We strongly encourage you to seek independent professional advice (including legal, compliance, or technical advice) where appropriate.
7.4 AI development delivered and deployed into your own environment becomes your sole responsibility upon handover. From that point, we have no ongoing obligation with respect to the performance, security, accuracy, or compliance of that software unless a separate ongoing support agreement is in place.
8. Intellectual Property
8.1 All intellectual property rights in Deliverables we create under a Project will transfer to you only upon receipt of full and final payment of all amounts owing under that Project.
8.2 Until full payment is received, we retain all intellectual property rights in any Deliverables and grant you no licence to use them.
8.3 Any intellectual property we owned prior to commencing Services — including tools, frameworks, methodologies, templates, libraries, code bases, and know-how — remains solely ours. Where we incorporate such pre-existing IP into Deliverables, we grant you a non-exclusive, perpetual licence to use that pre-existing IP solely as incorporated in the Deliverables.
8.4 You grant us a licence to use any materials, data, or content you provide to us solely for the purpose of delivering the Services.
8.5 We may display completed work in our portfolio and promotional materials unless you advise us in writing prior to completion that you require confidentiality.
9. Confidentiality
9.1 Both of us agree to keep confidential all non-public information received from the other in connection with the Services (Confidential Information). Confidential Information includes, but is not limited to, business strategies, technical specifications, pricing, client data, and proprietary systems.
9.2 Neither of us may disclose the other’s Confidential Information to any third party without prior written consent, and must use it only for the purposes of the Agreement.
9.3 These confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no fault of the party that received it; (b) was already known to the receiving party at the time of disclosure; (c) is independently developed without use of the Confidential Information; or (d) is required to be disclosed by law or court order.
9.4 This obligation of confidentiality survives the termination or expiry of the Agreement for a period of 3 years.
10. Privacy
10.1 Both of us agree to comply with the Privacy Act 2020 (NZ) and any applicable privacy laws in the collection, use, and storage of personal information.
10.2 We will collect and hold personal information about you and your personnel only as necessary for the delivery of Services and administration of the Agreement. Our Privacy Policy (available at our website) sets out how we handle personal information.
11. Your Responsibilities
11.1 You agree to provide us with accurate, complete, and timely information, materials, and access as reasonably required to deliver the Services.
11.2 Delays caused by your failure to provide required information, approvals, or feedback may result in timeline extensions and, where additional costs are incurred, additional charges.
11.3 You warrant that any materials, content, or data you provide to us do not infringe the intellectual property or other rights of any third party, and that you have all necessary rights and permissions to provide them to us.
11.4 You are responsible for ensuring that your use of the Services and any Deliverables complies with all applicable laws.
12. Limitation of Liability
12.1 To the maximum extent permitted by law, our total aggregate liability to you for any and all claims arising out of or in connection with any Service or Agreement (whether in contract, tort, negligence, equity, or otherwise) is limited to the total amount paid by you to us in the 60 days immediately preceding the event giving rise to the claim.
12.2 To the maximum extent permitted by law, we are not liable for any:
- (a) indirect, consequential, special, or incidental loss or damage;
- (b) loss of revenue, profit, business, opportunity, data, or goodwill;
- (c) loss or corruption of data or software; or
- (d) loss arising from your reliance on AI-generated outputs, recommendations, or advice,
even if we have been advised of the possibility of such losses.
12.3 Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable New Zealand law, including under the Consumer Guarantees Act 1993 (where it applies) or the Fair Trading Act 1986.
12.4 Note: The Consumer Guarantees Act 1993 applies to Services supplied to consumers. If you are acquiring Services for business purposes, you agree that the Consumer Guarantees Act 1993 does not apply to the extent permitted by section 2(1) of that Act.
13. Warranties
13.1 We warrant that we will deliver Services with reasonable care and skill.
13.2 Except as set out in these Terms or required by law, all warranties, representations, or conditions (whether express, implied, statutory, or otherwise) are excluded to the maximum extent permitted by law, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement.
14. Force Majeure
14.1 Neither of us will be liable to the other for any failure or delay in performing our obligations under these Terms to the extent that such failure or delay is caused by circumstances beyond our reasonable control, including natural disasters, acts of God, pandemic, government action, civil unrest, failure of third-party infrastructure, or internet service disruptions (Force Majeure Event).
14.2 The party affected must notify the other as soon as practicable and take reasonable steps to mitigate the effects of the Force Majeure Event. If a Force Majeure Event continues for more than 30 consecutive days, either of us may terminate the affected Service by written notice without further liability.
15. Dispute Resolution
15.1 If a dispute arises between us in connection with these Terms or the Services, we both agree to first attempt to resolve it in good faith through direct negotiation.
15.2 Either of us may initiate dispute resolution by delivering written notice to the other describing the nature of the dispute. We will then have 20 business days (or such longer period as agreed) to attempt resolution through negotiation.
15.3 If the dispute is not resolved through negotiation, either of us may refer the matter to mediation before a mutually agreed mediator. The costs of mediation will be shared equally unless otherwise agreed.
15.4 Nothing in this clause prevents either of us from seeking urgent injunctive or interim relief from a court where necessary.
16. Amendments to These Terms
16.1 We may update or amend these Terms from time to time. We will provide you with at least 30 days written notice of any material changes, either by email or by posting the updated Terms on our website.
16.2 Your continued use of our Services after the effective date of any amendment constitutes your acceptance of the updated Terms. If you do not accept the amended Terms, you may terminate the relevant Services by providing written notice before the effective date.
17. General
17.1 Governing Law
These Terms and all Agreements are governed by and construed in accordance with the laws of New Zealand. We both submit to the exclusive jurisdiction of the New Zealand courts.
17.2 Entire Agreement
These Terms, together with any proposal, quote, or statement of work you have accepted, constitute the entire agreement between us in respect of the subject matter and supersede all prior representations, negotiations, and understandings.
17.3 Severability
If any provision of these Terms is found to be invalid, unenforceable, or illegal, that provision will be modified to the minimum extent necessary to make it valid and enforceable, or severed if modification is not possible, and the remainder of these Terms will continue in full force and effect.
17.4 Waiver
A failure or delay by either of us to exercise any right or remedy under these Terms does not constitute a waiver of that right or remedy. No waiver will be effective unless it is in writing.
17.5 Assignment
You may not assign, transfer, or subcontract any of your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to a related entity or successor in the event of a business restructure or sale.
17.6 Notices
All notices under these Terms must be in writing and delivered by email or post to the contact details specified in the Agreement or as otherwise notified. Notices sent by email are deemed received on the next business day after sending, unless the sender receives a delivery failure notification.
17.7 Relationship of Parties
We are an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment relationship, or agency between us.
Last updated on 1st April 2026.