Terms and conditions

1. Agreement

“Mad Orbit”, “we”, “us” and “our” mean Mad Orbit Limited (New Zealand company number 9454754, NZBN 9429053916785), whose registered office is 482 Pinnacle Hill Road, RD 1, Bombay 2675, New Zealand. “Client”, “you” and “your” mean the person or organisation buying our services.

These terms apply when a proposal or other written agreement refers to them, or when you ask us to start work after receiving or being directed to them. The proposal, these terms and any agreed change together form the agreement. If they conflict, a signed proposal or statement of work takes priority for that project.

Our website is general information, not a promise that a particular service or outcome will suit your needs. We will define the actual work in writing before it begins.

2. Services and scope

We provide technology strategy, advisory, design, development, automation, integration, artificial-intelligence-assisted workflows, prototypes, websites, applications, hosting and related support. The agreed proposal describes the services, deliverables, assumptions, timing and price.

Estimates and target dates are based on the information available when we prepare them. They are not guarantees unless we expressly say so in writing. Dependencies, delayed feedback, third-party changes and newly discovered requirements may affect timing or cost. We will tell you about a material change before carrying out extra chargeable work.

A request outside the agreed scope is a change. We may provide a revised estimate, timeline or proposal, and will not treat the change as approved until both parties agree it in writing, including by email.

3. Working together

You will:

• give us accurate information, timely decisions and reasonable access to people, systems and accounts needed for the work;
• make sure you have the right to provide any content, data, credentials, software or other materials you give us;
• review deliverables and identify material issues within any review period stated in the proposal; and
• use the services lawfully and maintain appropriate internal approvals, backups and controls.

You remain responsible for business decisions and for checking that a deliverable meets your legal, regulatory, operational and security requirements. Advice about technology is not legal, accounting or regulated professional advice.

We will perform the services with reasonable care and skill, communicate material risks we identify, and follow the security and access requirements agreed for the engagement.

4. Fees, invoices and payment

Prices are in New Zealand dollars unless stated otherwise. Mad Orbit Limited is not registered for GST, so we do not currently charge GST. If our registration status changes, GST will be added only where legally applicable and shown on the proposal or invoice. You must pay each invoice by the due date shown on it, without deduction or set-off unless required by law.

If an amount is genuinely disputed, tell us promptly and pay the undisputed part on time. We will work with you in good faith to resolve the disputed amount.

After reasonable notice, we may pause affected services while an undisputed invoice remains overdue. You remain responsible for fees already earned, approved third-party commitments and reasonable recovery costs permitted by law. A pause may change the delivery schedule.

5. Hosting, domains and third-party services

Some services depend on third-party platforms such as cloud, hosting, software, domain, communications, payment or artificial intelligence providers. Their terms, licences, availability and pricing may also apply. We will identify material third-party dependencies we select for an engagement.

Unless a service level is stated in writing, we do not promise uninterrupted or error-free availability. We will use reasonable care when operating services we manage, respond to incidents within the agreed support arrangement and keep you informed of material outages we know about.

You are responsible for fees and obligations for accounts you own. Where we manage an account for you, ownership, handover, renewal and cancellation arrangements will be set out in the proposal. You must not share access credentials unnecessarily or defeat security controls.

6. Intellectual property

Each party keeps ownership of material it owned or developed independently before the engagement. You keep ownership of your content, data, brands and other client materials.

Unless the proposal says otherwise, once all related invoices are paid you own the final bespoke deliverables expressly identified for transfer. Mad Orbit keeps its pre-existing tools, reusable components, methods, templates, know-how and general improvements. We grant you a perpetual, non-exclusive licence to any of that retained material embedded in a paid deliverable, to the extent needed to use the deliverable.

Open-source software and third-party materials remain subject to their own licences. We will not identify you as a client or publish confidential project work without your permission.

7. Confidentiality, data and privacy

Each party will protect the other party’s confidential information, use it only for the agreement, and disclose it only to people who need it and are required to protect it. This does not cover information that is public through no breach, was already lawfully known, is independently developed, or must be disclosed by law.

We handle personal information under our privacy policy and the Privacy Act 2020. If an engagement involves material personal data processing, security, retention, breach response and overseas-provider requirements should be recorded in the proposal or a separate data-processing agreement.

8. Warranties, consumer law and liability

Nothing in these terms excludes or limits a right or remedy that cannot lawfully be excluded, including applicable rights under the Consumer Guarantees Act 1993 and Fair Trading Act 1986.

If both parties acquire and supply the services in trade, they agree that the Consumer Guarantees Act does not apply only where the agreement records that position in writing and it is fair and reasonable for them to be bound by it. This paragraph does not apply to a consumer acquiring services for personal, domestic or household use.

To the maximum extent permitted by law, neither party is liable to the other for indirect or consequential loss, or loss of profit, revenue, opportunity, anticipated savings or data. Mad Orbit’s total liability arising from the affected services is limited to the fees paid or payable for those services during the six months before the event giving rise to the claim.

The exclusions and cap do not apply to payment obligations, fraud, wilful misconduct, or liability that cannot legally be limited. Each party must take reasonable steps to reduce avoidable loss.

9. Pausing or ending services

Either party may end ongoing services on 30 days’ written notice unless the proposal sets a different term. Either party may end the agreement for a material breach that is not remedied within 10 working days after written notice, or immediately if the other party becomes insolvent or the breach cannot reasonably be remedied.

We may immediately pause access where reasonably necessary to address a security, legal or operational risk, and will notify you as soon as reasonably practicable.

When services end, you must pay for work completed and non-cancellable commitments made with your approval. Each party will return or securely delete the other’s confidential material when reasonably requested, subject to legal retention duties, backups and any agreed handover.

10. General

Neither party is responsible for delay caused by an event outside its reasonable control, provided it takes reasonable steps to reduce the impact and resumes its obligations when practicable.

Neither party may transfer the agreement without the other’s written consent, which must not be unreasonably withheld, except as part of a genuine sale or reorganisation of substantially all of its business. We may use suitably qualified subcontractors while remaining responsible for our obligations.

Before starting formal proceedings, the parties will try in good faith to resolve a dispute between authorised representatives. This does not prevent urgent court relief or recovery of an undisputed debt.

New Zealand law governs the agreement and New Zealand courts have non-exclusive jurisdiction. If part of the agreement is unenforceable, the remaining parts continue. A waiver must be in writing. Changes to an active engagement require both parties’ agreement; updates published on this page apply only to future engagements unless both parties agree otherwise.