Terms and Conditions

1. Introduction

These Terms and Conditions ("Terms") govern the provision of services by Stuff and Things ("we," "us," or "our") to you ("Client," "you," or "your"). By engaging our services, you agree to be bound by these Terms.

Business Name: Stuff and Things
Business Structure: Sole Trader
NZBN: 9429051934835
Location: Wanaka, Central Otago, New Zealand
Contact Email: hello@stuffandthings.co.nz

2. Services

We provide the following services:

• Business optimization audits
• Process automation and integration
• Fractional client management
• Ongoing systems support
• Other services as agreed in writing

Each engagement will be defined in a Statement of Work (SOW) that outlines the specific scope, deliverables, timelines, and fees for that project.

3. Engagement Process

3.1 Statement of Work (SOW)

All services are provided pursuant to a SOW signed by both parties. The SOW forms part of these Terms and takes precedence over these Terms in the event of any conflict regarding scope, deliverables, or pricing.

3.2 Changes to Scope

Any changes to the agreed scope of work must be documented in writing and signed by both parties. Additional work outside the original SOW may incur additional fees.

4. Fees and Payment Terms

4.1 Project-Based Work

• Payment Structure: 50% of the total project fee is due upfront before work commences. The remaining 50% is due upon completion of the project.
• Invoicing: We will issue invoices via Xero. Payment can be made by credit/debit card or bank transfer.

4.2 Retainer-Based Work

• Payment Structure: Retainer fees are invoiced monthly in advance and are due within 7 days of the invoice date.
• Invoicing: We will issue invoices via Xero. Payment can be made by credit/debit card or bank transfer.

4.3 Late Payments

Payment is due by the date specified on the invoice. While we do not currently charge late payment fees, we reserve the right to suspend or terminate services if payment is overdue by more than 14 days.

4.4 Expenses

Unless otherwise agreed in the SOW, all reasonable expenses incurred in the delivery of services (e.g., third-party software subscriptions, travel costs if applicable) will be billed separately with prior approval from the Client.

5. Cancellation and Refund Policy

5.1 Project-Based Work

• Initial Deposit: The 50% upfront payment is non-refundable once work has commenced.
• Mid-Project Cancellation: If the Client cancels a project after work has commenced:
  • If less than 50% of the work is complete, the Client forfeits the initial deposit.
  • If 50% or more of the work is complete, the Client will be invoiced for a pro-rata amount based on the percentage of work completed, in addition to the initial deposit.

5.2 Retainer-Based Work

• Cancellation Notice: Either party may cancel a retainer agreement with 30 days' written notice before the next renewal date.
• No Refunds: Retainer fees paid for the current billing period are non-refundable. Any unused retainer hours do not roll over to the next billing period unless otherwise specified in the SOW.

5.3 Our Right to Terminate

We reserve the right to terminate an engagement immediately if:

• The Client fails to make payment within 14 days of the due date
• The Client breaches these Terms or the SOW
• The Client fails to provide necessary access or cooperation (see Section 6.3)

6. Client Responsibilities

6.1 Access to Systems

The Client agrees to provide timely access to all necessary systems, tools, data, and information required for us to perform the services. This includes but is not limited to:

• Login credentials to relevant software platforms (e.g., CRM, accounting software, project management tools)
• Access to business data, documentation, and processes
• Introductions to relevant team members or stakeholders

6.2 Timely Feedback and Approvals

The Client agrees to provide timely feedback, approvals, and decisions as required to keep the project on schedule. Delays in feedback may result in extended project timelines.

6.3 Consequences of Non-Cooperation

If the Client fails to provide required access, information, or timely feedback within 14 days of our request, we reserve the right to pause work on the engagement. Project timelines will be extended by the period of delay. Payment terms remain unchanged, and we are not liable for delays caused by Client non-cooperation.

If the Client fails to provide necessary access or cooperation for 30 days or more, we reserve the right to terminate the engagement. All payments made to date are non-refundable, and the Client remains liable for any work completed.

6.4 Data Backups

The Client is solely responsible for maintaining backups of their data. We are not responsible for any data loss that occurs during or as a result of our services if the Client has not maintained adequate backups.

7. Intellectual Property

7.1 Ownership of Deliverables

Upon full payment of all fees, the Client owns all final deliverables created specifically for them as part of the engagement (e.g., process documentation, automation workflows, dashboards).

7.2 Our Retained Rig