Terms and Conditions

These Terms govern the supply of services by Creative Q Limited ("CreativeQ", "we", "us") to the customer identified in the relevant proposal, quote, or Statement of Work ("Client", "you"). By accepting a proposal, signing a Statement of Work, or instructing CreativeQ to commence services, you agree to these Terms. These Terms apply to all services unless otherwise expressly agreed in writing.

CreativeQ provides a range of business-to-business services, which may include: • Website design and development • Software development • Website hosting • Website support and maintenance • Search engine optimisation (SEO) • Online advertising management (e.g. Google Ads, Meta Ads) • Consulting and advisory services Services may be delivered as: (a) Project Services, defined scope work delivered for a fixed fee or on a time and materials basis. (b) Ongoing Services, recurring services such as hosting, SEO, advertising management, or support provided on a monthly or annual basis. Unless otherwise agreed, Project Services and Ongoing Services are governed by these Terms but may have different pricing structures and termination consequences.

The scope, pricing, and timelines for services will be set out in a proposal, quote, or Statement of Work (SOW). If there is any inconsistency between these Terms and a SOW, the SOW prevails to the extent of the inconsistency. Changes to scope must be agreed in writing and may result in additional fees.

The Client must: • Provide timely and accurate information • Provide timely access to required systems, platforms, accounts, and credentials necessary for CreativeQ to perform the services • Review and approve deliverables promptly • Ensure that any content supplied complies with applicable laws and platform policies • Warrant that it has all necessary rights, licences, and permissions to use and provide any materials, content, data, or intellectual property supplied to CreativeQ, and indemnify CreativeQ against any claims, losses, or liabilities arising from those materials CreativeQ is not responsible for delays caused by the Client.

Fees are set out in the applicable SOW or proposal. Unless otherwise agreed: • Deposits may be required for Project Services • Invoices are due 20 days from date of issue • Ongoing Services are invoiced monthly in advance • Fees are non-refundable once services have been performed CreativeQ may charge interest on overdue amounts at a reasonable commercial rate. The Client must pay all undisputed invoices in full and may not withhold or deduct payment unless the amount is genuinely disputed. The Client is responsible for reasonable costs incurred by CreativeQ in recovering overdue amounts, including collection agency fees and legal costs on a solicitor-client basis. The Client is responsible for all third-party costs, including advertising spend and platform fees.

If an invoice remains unpaid 10 business days after written notice, CreativeQ may suspend services. If hosting fees remain unpaid for 30 days after suspension, CreativeQ may: • Disable public access to the website • Remove hosted content • Permanently delete hosted data after reasonable notice to the Client To the maximum extent permitted by law, CreativeQ is not liable for any loss arising from suspension or deletion due to non-payment.

7.1 Hosting Standard Hosting services are provided on a reasonable commercial efforts basis. CreativeQ does not guarantee uninterrupted or error-free hosting. CreativeQ may use third-party hosting providers. 7.2 Backup Services CreativeQ provides backup services as part of the hosting services; however, backups are provided on a reasonable commercial efforts basis and are not guaranteed.

8.1 Estimates and Timelines Project timelines and project estimates (including pricing estimates) are estimates only. 8.2 Scope Changes If the scope of work changes, expands, or becomes more complex than originally agreed (including as a result of additional requests, revisions, integrations, or unforeseen technical issues), additional time and fees may be incurred. CreativeQ will use reasonable efforts to notify the Client and obtain approval before proceeding with out-of-scope work. Delays caused by the Client may result in additional fees. 8.3 Content Responsibility CreativeQ may prepare website copy, blog content, software documentation, or other written materials as part of the services. While CreativeQ uses reasonable care in preparing such materials, errors or omissions may occur. The Client is responsible for reviewing and approving all content prior to publication or deployment. If an error is identified, CreativeQ will use reasonable efforts to correct it promptly. Subject to clause 15, CreativeQ is not liable for losses arising from typographical errors, factual inaccuracies, or omissions once materials have been approved or published. 8.4 Acceptance Acceptance of deliverables occurs when: • The Client confirms acceptance in writing; or • The deliverable is used in a live environment.

CreativeQ does not guarantee search engine rankings or specific traffic outcomes. Search engine algorithms change frequently and are outside CreativeQ's control. SEO results depend on numerous external factors, including competition and market conditions. CreativeQ does not guarantee that SEO services will result in increased traffic, leads, sales, or revenue.

10.1 Budget Management CreativeQ will use reasonable efforts to manage campaigns in line with agreed budgets. Due to platform billing mechanics, reasonable over- or under-spend may occur. The Client is responsible for all advertising spend incurred. CreativeQ is not required to reimburse advertising spend where the spend results in advertising exposure delivered to the Client. CreativeQ is not responsible for: • Platform policy breaches caused by Client content • Account suspensions imposed by advertising platforms • Algorithm changes or performance fluctuations 10.2 Campaign Pauses and Fees The Client may request that campaigns be paused to stop media spend; however, pausing campaigns does not suspend or terminate the underlying service agreement. Ongoing management fees remain payable for the duration of the agreed term unless terminated in accordance with clause 16, including the applicable notice period. 10.3 Creative and Copy Responsibility CreativeQ may prepare advertising copy, content, or creative materials based on information provided by the Client. While CreativeQ uses reasonable care in preparing such materials, errors or omissions may occur. The Client is responsible for reviewing and approving all materials prior to publication. If an error is identified, CreativeQ will use reasonable efforts to correct it promptly. Subject to clause 15, CreativeQ is not liable for losses arising from typographical errors, factual inaccuracies, or omissions once materials have been approved or published.

Ownership of any website, custom software, or other deliverable created specifically for the Client under the applicable Statement of Work transfers to the Client only once all amounts due under that Statement of Work have been paid in full. Ownership of deliverables does not include CreativeQ's underlying systems, architecture, libraries, development tools, frameworks, templates, reusable code, integrations, processes, or improvements to CreativeQ's general methodologies, even if incorporated into the deliverable. CreativeQ retains ownership of: • Pre-existing tools, frameworks, templates, and reusable code • Underlying architecture and generic modules • Know-how, methodologies, and development processes • Improvements and enhancements developed in the course of providing the services CreativeQ grants the Client a perpetual, non-exclusive licence to use any CreativeQ-owned components incorporated into the deliverable as part of the deliverable. CreativeQ may reuse general learnings, ideas, techniques, and non-confidential elements across other projects. CreativeQ warrants that, to its knowledge, the deliverables created specifically for the Client do not infringe the registered intellectual property rights of any third party. If a third party makes a claim that a deliverable created by CreativeQ infringes its registered intellectual property rights, CreativeQ may, at its option: • Modify the deliverable so it is non-infringing; • Obtain a licence permitting continued use; or • Remove the affected component and refund the portion of fees directly attributable to that component. This clause states the Client's sole remedy for intellectual property infringement and is subject to the limitation of liability in clause 15.

Each party must keep the other party's confidential information secure and not disclose it except as required to perform the services or as required by law.

The parties agree that they are each in trade. To the maximum extent permitted by law, the Consumer Guarantees Act 1993 does not apply to the services supplied under these Terms.

CreativeQ warrants that services will be performed with reasonable care and skill. Except as expressly stated, all other warranties are excluded to the maximum extent permitted by law.

To the maximum extent permitted by law, CreativeQ's total aggregate liability arising out of or in connection with the services, whether in contract, tort (including negligence), statute, equity or otherwise, is limited to the greater of: • The fees paid by the Client in the 12 months preceding the event giving rise to the claim; or • NZD $50,000. This limitation applies to all claims in aggregate. CreativeQ is not liable for: • Loss of profit • Loss of revenue • Loss of business opportunity • Indirect or consequential loss • Platform or third-party failures Nothing limits liability for fraud or wilful misconduct.

Ongoing Services continue for the agreed term and renew automatically unless either party gives at least 30 days' written notice before the end of the current term. Either party may terminate for material breach not remedied within 30 days. Termination does not relieve the Client of payment obligations for services already performed.

Services may rely on third-party platforms and providers. CreativeQ may subcontract or engage third parties to perform part of the services, provided CreativeQ remains responsible for its obligations under these Terms. CreativeQ is not responsible for outages, policy changes, suspensions, or technical failures of third-party platforms that are outside CreativeQ's reasonable control.

Neither party is liable for delay or failure to perform its obligations (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, power outages, or failures of telecommunications or hosting providers.

These Terms are governed by the laws of New Zealand. The parties submit to the exclusive jurisdiction of the New Zealand courts. Before commencing court proceedings, the parties agree to attempt mediation in good faith.

CreativeQ may update these Terms from time to time. For existing active agreements, the version in effect at the time the relevant SOW was signed will continue to apply for that term unless otherwise agreed. Updated Terms may apply on renewal with reasonable notice.

21.1 Entire Agreement These Terms together with the applicable Statement of Work constitute the entire agreement between the parties in relation to the services and supersede all prior discussions, representations, or agreements. 21.2 Variations Any variation to these Terms must be agreed in writing by both parties. 21.3 No Waiver A failure or delay by either party to exercise a right under these Terms does not constitute a waiver of that right. 21.4 Assignment The Client may not assign or transfer its rights or obligations under these Terms without CreativeQ's prior written consent. CreativeQ may assign or transfer its rights and obligations as part of a business restructure, sale, or corporate reorganisation. 21.5 Severability If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect. 21.6 Notices Any notice under these Terms must be in writing and may be delivered by email to the contact details specified in the applicable Statement of Work or to another address notified in writing.