Terms of Trade - TD Works Limited

1. Introduction

These Terms of Trade govern the provision of cyber security and general business consulting services by TD Works Limited ("we", "us", or "our") to the client ("you" or "your"). By engaging our services, you agree to these terms.

2. Services

We will provide cyber security and general business consulting services as outlined in the agreed proposal, scope of work, or contract. We will perform the services with reasonable care and skill in accordance with industry standards. Some service engagements may have progress payments defined with specific deliverables or time frames. Any such progress payment would be separately invoiced.

3. Fees and Payment

3.1 Our fees will be specified in our proposal or invoice.

3.2 All fees are payable in full within 7 days of the date of invoice.

3.3 Late payments may incur interest at the rate of 5% per month from the due date until paid.

3.4 You are liable for any costs we incur in recovering overdue payments, including debt collection and legal fees.

4. Intellectual Property

4.1 All intellectual property rights arising from the services remain with TD Works Limited unless otherwise agreed in writing.

4.2 You are granted a non-exclusive, non-transferable license to use any deliverables solely for your internal business purposes.

5. Confidentiality

5.1 We will treat all information you provide as confidential and will not disclose it to any third party without your consent, except as required by law.

5.2 You agree to keep any proprietary information and methodologies of TD Works Limited confidential.

6. Liability

6.1 To the extent permitted by law, our liability for any loss or damage arising out of or in connection with our services is limited to the amount paid for those services.

6.2 We are not liable for any consequential, indirect, or special loss or damage.

6.3 You agree to indemnify us against any claims made by third parties arising from your use of our services.

7. Termination

7.1 Either party may terminate the agreement by giving 14 days' written notice.

7.2 We may terminate the agreement immediately if you fail to pay any amount due or breach any material term.

7.3 On termination, all outstanding fees become payable immediately.

8. Dispute Resolution

8.1 In the event of a dispute, both parties agree to first attempt to resolve it through negotiation. Either party may give written notice of a dispute, and both parties must meet to negotiate within 10 business days of the notice.

8.2 If negotiation fails within 20 business days, the dispute will be referred to mediation by an agreed-upon mediation service. Mediation must commence within 30 business days of the referral.

8.3 If mediation does not resolve the dispute within 60 business days of commencement, either party may refer the matter to arbitration or the courts.

9. Governing Law

These terms are governed by the laws of New Zealand. Any disputes arising under or in connection with these terms will be subject to the exclusive jurisdiction of the New Zealand courts.

10. Amendments

We may update these terms from time to time. Any changes will be communicated to you and will take effect from the date specified.

11. Acceptance

By engaging our services, you acknowledge that you have read, understood, and agreed to these Terms of Trade.

These Terms of Trade were last updated 12 March 2025