Terms & Conditions

These Terms & Conditions ("Terms") govern the supply of services by Eastward Digital ("Eastward", "we", "us") — the trading name of Bradley Cryer, a sole trader (NZBN 9429053782199) operating from 2 Hadfield Terrace, Bluff Hill, New Zealand — to the business or individual engaging Eastward ("Client", "you"). They apply together with the accepted Proposal (ED-002), any project-specific Service Agreement (ED-003) and the Privacy Policy (ED-005). Where a project-specific document and these Terms conflict, the project-specific document takes priority for that project only.

Eastward is not currently registered for GST. GST will only be charged where required by law.

"Project" means the services and deliverables described in an accepted Proposal or Service Agreement. "Deliverables" means the specific outputs Eastward agrees to provide as part of a Project. "Content" means text, images, video, data and other material supplied by the Client or a third party for use in a Project.

Eastward provides digital services which may include:

• Website design
• Website development
• Digital systems and internal tooling
• Software and app projects
• Related digital services, including hosting coordination, integrations and ongoing care

The specific services included in a Project are those set out in the accepted Proposal or Service Agreement, not this general document.

Projects generally move through discovery, planning, design, development, review and launch. The order, depth and duration of each stage depends on the Project's scope and is described in more detail in the accepted Proposal and in Eastward's client guide (ED-001).

• Discovery — understanding the business, goals and requirements.
• Planning — confirming scope, structure and approach.
• Design — presenting and refining the visual and experience direction.
• Development — building the agreed Deliverables.
• Review — Client testing, feedback and approval.
• Launch — final checks, go-live and handover.

To keep a Project on track, the Client agrees to:

• Provide accurate business information and Content in a timely manner.
• Provide any access, credentials or third-party details reasonably required.
• Give clear, consolidated feedback and approvals within a reasonable timeframe.
• Confirm it holds the necessary rights to supply any Content given to Eastward.

Where missing Content, access or feedback delays a Project, Eastward may reasonably adjust the timeline. Eastward will explain any resulting cost or scheduling impact before it applies.

The agreed Deliverables for a Project are those described in the accepted Proposal or Service Agreement. Reasonable refinements within that agreed direction are included as part of normal revision rounds. A request that introduces new pages, new functionality, a materially different direction, significant new content creation or a new integration is treated as additional scope.

Eastward will describe the cost and timing impact of any additional scope and obtain the Client's approval before starting that work. Anything not described in the accepted Proposal or Service Agreement is, unless separately agreed in writing, out of scope.

The number of included revision rounds is stated in the accepted Proposal. Included revisions cover refinements within the approved direction. A change of direction after a stage has been approved, or a request that goes materially beyond the approved concept, may be treated as additional scope under clause 5.

An authorised Client contact must provide written approval (including by email) at each agreed review point before a Project moves to the next stage. Eastward is entitled to rely on approvals given by that contact.

Approving a stage confirms the Client's acceptance of that stage as the basis for the work that follows. Once a stage has been approved and the Project has moved forward on that basis, a later change of preference about work already approved is a new revision request under clause 5, not a defect in the original work.

The Client confirms that it owns, or holds all necessary rights, licences and permissions for, any logos, images, text, video, trademarks, data and other material it supplies to Eastward for use in a Project ("Client Materials"), and that Eastward's use of the Client Materials as instructed will not infringe the rights of any third party.

Where a claim is made against Eastward arising from Client Materials, the Client is responsible for that claim to the extent it arises from the Client Materials themselves rather than from Eastward's own work. Eastward will remove or replace Client Materials that become the subject of a credible third-party rights claim while the matter is resolved.

Any timeline provided by Eastward is an estimate based on the assumptions in the accepted Proposal, including the Client supplying Content, access and approvals when required. Timelines also depend on third parties Eastward does not control, such as domain registrars, hosting providers and other suppliers.

Where a Client-caused delay affects a Project, Eastward will advise of the practical impact and, where needed, propose a revised timeline rather than treat the delay as a breach of this agreement.

Before launch or handover, Eastward will carry out a final review with the Client covering the agreed Deliverables. Client approval to launch confirms that the Deliverables meet the accepted Proposal or Service Agreement, subject to any defect notice period stated there or, if none is stated, 10 working days from launch.

A genuine defect reported within that period — meaning the Deliverables not matching the approved, agreed scope — is corrected by Eastward at no additional charge. A request to change something that was approved and matches the agreed scope, or that reflects a new preference rather than a defect, is treated as additional scope under clause 5.

Eastward does not use a single fixed payment model. The exact payment arrangement for a Project — for example full upfront payment, a deposit plus final payment, split payments, milestone payments, a payment plan, a subscription or recurring service, or another arrangement agreed between the parties — is set out in the accepted Proposal or Service Agreement, which controls over this general clause.

Unless the accepted Proposal or Service Agreement states otherwise, invoices are payable by the date stated on the invoice.

Where an invoice is overdue and undisputed, Eastward may, after giving reasonable written notice, pause further work, delay launch or suspend an Eastward-managed service until payment is received. Eastward will act reasonably and proportionately, and nothing in this clause limits any right the Client has to dispute an invoice in good faith.

Either party may cancel a Project by written notice where the other party is in material breach of these Terms or the applicable Service Agreement and has not remedied that breach within a reasonable period after being asked to do so.

Where a Client cancels a Project without such a breach by Eastward, the Client remains responsible for fees for work completed and costs reasonably and properly committed by Eastward up to the date of cancellation, including any non-cancellable third-party costs incurred on the Client's behalf. Where a Project is being delivered under a payment plan, milestone schedule or other agreed ongoing payment commitment, cancellation or early exit does not release the Client from fees already due for work completed, resources already committed, and reasonable costs arising from cancellation, termination or early exit from that agreed payment arrangement. Eastward will provide a reasonable accounting of work completed and costs committed on request.

Fees already paid for work that has been properly completed and delivered in accordance with the accepted Proposal are not refundable. Once work on a Project has commenced, a deposit or commencement payment is generally non-refundable, reflecting the work, planning and resource commitment already made by Eastward at that point.

Where a Project ends before completion, any refund is limited to amounts paid in advance for work not yet performed and costs not yet properly committed, after deducting the value of work already completed and any non-cancellable third-party costs incurred.

Nothing in this clause limits a right the Client may have under the Consumer Guarantees Act 1993 or the Fair Trading Act 1986 that cannot lawfully be excluded, restricted or modified.

Before final payment, Eastward retains ownership and control of the work in progress on a Project. The Client receives access to review and comment on that work as agreed for the Project, but ownership of the final Deliverables does not transfer until all fees due for the Project have been paid in full.

On payment in full, ownership or licensing of the final Deliverables passes as described in the accepted Proposal or Service Agreement. As a general position, the Client receives the final, approved Client-specific Deliverables and the agreed website, application or system outputs described in that Proposal or Service Agreement, while Eastward retains its reusable code, frameworks, design systems, components, templates, internal tools, processes and general know-how — including where first developed for the Project — so that it remains free to reuse and build on its own systems for other work.

Where a Deliverable is a Client-specific customisation built on one of Eastward's reusable frameworks or components, the customisation forms part of what the Client receives, while the underlying framework or component itself remains Eastward's property and is licensed to the Client for use as part of the Deliverables, unless the Service Agreement states otherwise. Transfer of a development repository or underlying source code, where not already included in the agreed Deliverables, is not automatic and may be separately agreed if required. Third-party assets, fonts, plugins, stock imagery and licensed software remain subject to their own licence terms and are not owned by Eastward or the Client.

Domain registration, hosting, payment providers, analytics, email services, plugins and other third-party platforms used in a Project are supplied under their own separate terms, pricing and availability, whether arranged by Eastward on the Client's behalf or held directly by the Client. Eastward will make known ongoing third-party costs visible where practical, but is not responsible for the acts, omissions, pricing changes or downtime of third-party providers.

Where Eastward manages a domain, hosting account or third-party service on the Client's behalf, the basis of that arrangement (including renewal and transfer) is described in the accepted Proposal, Service Agreement or a separate care plan.

Hosting, maintenance, monitoring, updates, backups and support beyond initial launch are provided only where included in the accepted Proposal or a separate ongoing care plan, and are billed as described there (typically in advance, on a recurring basis). No internet-connected service can be guaranteed to be uninterrupted, error-free or immune from malicious activity, and Eastward will take reasonable industry-standard steps to maintain security and availability for services it manages.

Unless the care plan states otherwise, a care plan has a minimum initial term of 6 months from its start date. After that minimum term, either party may cancel the care plan by giving 30 days' written notice. Fees already paid for a care period that has commenced are not refunded for that period.

Where a payment for a care plan or other recurring service becomes overdue, Eastward will contact the Client to understand the issue and provide a reasonable opportunity to bring the payment up to date. Eastward may apply reasonable late fees or recovery costs where appropriate, and continued non-payment may result in suspension of the relevant service and further recovery action, in each case after reasonable notice.

Eastward uses reasonable, industry-standard security practices for the systems and services it builds and manages. The Client is responsible for its own account credentials, user permissions and internal access management, and for the security of any third-party accounts (such as hosting, domain, email or payment provider accounts) it controls or shares with Eastward.

Login credentials should not be shared over insecure channels, and the Client should tell Eastward promptly of any suspected unauthorised access.

Where a Project or care plan includes backups, Eastward makes reasonable efforts to back up the relevant systems or data in line with the frequency and scope described in the accepted Proposal or care plan. No backup process can guarantee successful recovery in every circumstance, and the level of backup protection depends on the specific service or care plan selected. The Client should keep its own copies of critical business content where practical.

Each party may receive confidential business, technical or commercial information from the other during a Project. Each party agrees to use reasonable care to protect the other's confidential information, use it only for the purposes of the Project and not disclose it to third parties except where reasonably required to deliver the Project, required by law, or the information is already public through no fault of the receiving party.

This obligation continues after a Project ends. Once a Project has been publicly launched, Eastward may refer to it in its portfolio and marketing — including screenshots, a general description of the work and the Client's business name — unless the Client has specifically requested otherwise in writing. This does not permit Eastward to disclose the Client's other confidential business, financial or technical information.

Eastward delivers Projects using modern professional tools, software, automation and quality assurance processes, consistent with generally accepted industry practice. Depending on the Project, this may include tools that use artificial intelligence for tasks such as research, development assistance, testing, workflow efficiency, documentation or quality checks.

Regardless of the tools and processes used to produce them, Eastward remains fully responsible for the Deliverables. Human review and professional judgement remain part of every stage of delivery, and Deliverables are reviewed by Eastward before being provided to the Client. Eastward's confidentiality and privacy obligations under clauses 18 and 20 apply equally to work carried out with the assistance of any such tool.

Eastward collects and handles personal information in accordance with its Privacy Policy (ED-005) and the Privacy Act 2020. Where a Project involves Eastward processing personal information on the Client's behalf within a system it builds or manages, the parties' respective privacy responsibilities are addressed in the Service Agreement or a separate privacy schedule for that Project.

Eastward warrants that it will perform the services with reasonable care and skill, consistent with generally accepted industry standards. Eastward does not warrant that Deliverables will be uninterrupted, error-free, or achieve a particular business or commercial outcome, since results depend on many factors outside Eastward's control.

Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy available to the Client under the Consumer Guarantees Act 1993, the Fair Trading Act 1986, or any other New Zealand legislation that cannot lawfully be excluded.

To the maximum extent permitted by law, and subject to clause 21, Eastward's total liability arising out of or in connection with a Project, whether in contract, tort (including negligence) or otherwise, is limited to:

• for a one-off project (such as most website design or development projects), the total fees paid by the Client for that Project;
• for an ongoing care plan or other recurring service, the total fees paid by the Client under that care plan or service in the twelve months before the event giving rise to the claim; or
• for a software or digital systems project, the amount (if any) stated in that Project's Service Agreement, or otherwise whichever of the above applies to how that Project is priced.

To the maximum extent permitted by law, neither party is liable to the other for indirect, incidental, special or consequential loss, including loss of profits, revenue, data or business opportunity, even if advised of the possibility of such loss.

Where the Client is acquiring services for the purposes of a business — which may include a sole trader or small business acting in trade — the parties agree that sections 9, 12A and 13 of the Fair Trading Act 1986 do not apply between them, to the extent it is fair and reasonable for them to be excluded under section 5D of that Act. This clause does not affect any right the Client has under the Consumer Guarantees Act 1993 or otherwise that cannot lawfully be excluded, and does not apply where the Client is acquiring services other than for the purposes of a business.

Neither party is liable for a failure or delay in performing its obligations (other than an obligation to pay money) to the extent caused by circumstances reasonably beyond that party's control, including natural disaster, civil emergency, war, industrial action, significant internet or infrastructure outage, or government action. The affected party will notify the other as soon as reasonably practicable and take reasonable steps to minimise the impact and resume performance.

If a dispute arises under a Project, the parties will first raise the concern promptly and attempt to resolve it through good-faith discussion between authorised decision-makers. If not resolved within a reasonable period, either party may propose mediation with an independent mediator before commencing court proceedings, except where a party needs urgent interim relief or the claim is suitable for the Disputes Tribunal.

These Terms, the accepted Proposal and any Service Agreement are governed by the laws of New Zealand, and the parties submit to the non-exclusive jurisdiction of the courts of New Zealand.