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Terms of service

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These terms must be reviewed for the actual Nuera business before production publication. They must match the live catalogue, checkout, GST status, feedback allowances, additional-work rules, ownership, provider costs, cancellation, refund, acceptable-use, liability and dispute process.

DRAFT — PENDING LEGAL REVIEW

These draft terms require review by a qualified New Zealand lawyer before publication or use.

1. About these terms

These Terms of Service govern your purchase, access to and use of Nuera services, including catalogue services, quoted consulting work, digital deliverables, software, subscriptions and ongoing management services.

  • Unhinged NZ, trading as Nuera, is the GST-registered legal seller and Stripe merchant.
  • These terms apply to services purchased from Unhinged NZ, trading as Nuera.
  • All catalogue and checkout prices are in NZD and include 15% GST.

By submitting an order, accepting a quote, paying for a service, creating an account or using a Nuera service, you agree to these terms and the service description, confirmed order or quote applying to that purchase. If you accept these terms for an organisation, you confirm that you have authority to bind that organisation.

2. Scope of service and purchases

A catalogue listing describes a defined purchase unit. The applicable listing or confirmed quote states the included work, required inputs, deliverables, price, delivery basis, feedback allowance, assumptions, exclusions, third-party costs and any recurring charges.

A purchase creates an order for that defined scope only. It does not include unlimited consulting, revisions, support, software usage, provider charges or ongoing management unless expressly stated.

  • Catalogue prices apply only to the purchase unit shown at checkout.
  • An estimate is indicative and is not a binding quote.
  • Custom, unsupported or higher-risk work begins only after Nuera confirms feasibility, scope and price.
  • Work outside the confirmed scope is separately priced and will not begin until you approve it.
  • If a confirmed order conflicts with these terms, the confirmed order controls for that purchase only.

3. AI-assisted and human-reviewed fulfilment

Nuera may use artificial intelligence, automation, third-party tools and human specialists to research, structure, draft, build, test or deliver services. Customer-facing work is subject to the human quality-assurance and approval steps included in the purchased service.

AI-assisted output may contain errors or require correction. Nuera will apply reasonable care and skill within the confirmed scope, but does not promise that automated output will be error-free, suitable for every use or a substitute for legal, accounting, financial, medical or other regulated professional advice.

4. Preview, feedback, approval and delivery

Where the service includes a preview or proof, Nuera will provide it for your review before final delivery, publication, launch or approved spending. You must check factual accuracy, names, prices, claims, links, settings, permissions and other matters within your knowledge.

  • You must provide feedback within the timeframe stated in the order.
  • The included feedback or revision allowance is limited to the allowance stated in the service description or quote.
  • New requirements, changed instructions and work beyond the confirmed allowance may require a separate purchase.
  • Your approval confirms that the approved version may proceed to the next stated stage.
  • A deliverable is treated as delivered when Nuera sends it to your nominated contact, makes it available in your account or completes it in the agreed customer-owned system.

5. Customer responsibilities

You must provide complete, accurate and timely intake information, decisions, materials, approvals and lawful access reasonably required to perform the service. You remain responsible for the accuracy and legality of customer-supplied information and for decisions made using the deliverables.

  • You must have authority to provide all text, images, data, credentials, instructions and other materials supplied to Nuera.
  • You must identify confidential, restricted, regulated or sensitive information before supplying it.
  • You must not send passwords, payment-card details or authentication codes through ordinary forms, email or messages.
  • You must maintain appropriate backups and security for your accounts, systems and data.
  • You must comply with applicable laws, industry rules and third-party provider terms.
  • Delivery dates may move if required information, access, feedback or approval is late, incomplete or materially changed.

6. Payment and recurring services

You must pay the price and any approved third-party costs shown at checkout or in the confirmed order. Payment is processed by the payment provider identified at checkout. Nuera may pause or decline work while an amount is overdue or a payment is reversed.

For a recurring service, the billing interval, included usage and cancellation basis will be shown before purchase. Unless the order states otherwise, cancellation stops the next renewal and access or service continues until the end of the paid billing period. Usage charges and approved provider costs already incurred remain payable.

7. Cancellation and refunds

DRAFT — PENDING LEGAL REVIEW. You may cancel a one-off purchase for a full refund by emailing Nina at nina@nuera.nz before Nuera begins fulfilment. This is Nuera’s voluntary pre-commencement cooling-off rule.

  • Once fulfilment of a fixed-price purchase unit has begun, there is no change-of-mind refund for that purchase unit.
  • For milestone work, completed milestones are non-refundable. If future milestones have been prepaid and have not begun, Nuera will refund those amounts.
  • If Nuera agrees to end a milestone after it has begun, the refund will be calculated pro rata for the undelivered portion, after deducting the reasonable value of completed work and any non-recoverable third-party costs you approved.
  • Recurring services may be cancelled before the next renewal. Amounts already charged for a billing period are not refunded merely because you stop using the service during that period.
  • If Nuera cancels work for reasons not caused by your breach, Nuera will refund amounts paid for work not delivered.
  • Nothing in this clause limits any remedy or refund required by the Consumer Guarantees Act 1993, the Fair Trading Act 1986 or other applicable law.

8. Intellectual property and ownership

You retain ownership of material you supply. You grant Nuera a non-exclusive licence to use, copy, modify and process that material only as reasonably required to provide, support and administer the purchased service.

Once all applicable amounts have been paid, you own the final custom deliverables expressly created for you, excluding Nuera materials and third-party materials. Nuera retains ownership of its pre-existing and reusable methods, prompts, processes, templates, software, code libraries, systems, know-how and internal working materials. To the extent any retained Nuera material is embedded in a paid deliverable, Nuera grants you a perpetual, non-exclusive licence to use it as part of that deliverable for your business purposes.

Third-party software, fonts, images, datasets, models, platforms and other materials remain subject to their owners’ licences and terms. Unless the order expressly states otherwise, editable source files, internal drafts, rejected alternatives, prompts, working notes and Nuera’s internal quality-assurance materials are not deliverables.

9. Customer-owned accounts and third-party services

Where Nuera works in an account owned or controlled by you, you remain responsible for that account, its users, billing, security, backups, provider terms and ongoing charges. Third-party services may change, fail, suspend access or discontinue features outside Nuera’s control. Nuera does not guarantee the continuing availability or performance of a third-party service.

10. Acceptable use

You must not use Nuera, its services or any deliverable to break the law, infringe another person’s rights, mislead or harm people, send unlawful unsolicited communications, distribute malicious code, bypass security, gain unauthorised access, interfere with systems, impersonate another person, or create or distribute content that is fraudulent, defamatory, abusive or unlawfully discriminatory.

You must not reverse engineer, scrape, resell or commercially exploit Nuera’s service, software or systems except as expressly permitted in writing. Nuera may pause or terminate access where reasonably necessary to investigate or prevent unlawful, unsafe or materially harmful use.

11. Confidentiality and data

Each party must take reasonable care to protect the other party’s confidential information and may use it only for the service or as required by law. This obligation does not apply to information that is public through no breach, already lawfully known, independently developed or lawfully received from another source.

Nuera’s collection and handling of personal information is also governed by its Privacy Policy. You are responsible for ensuring that you have a lawful basis to provide personal information to Nuera for processing.

12. Service standards and disclaimers

Nuera will perform services with reasonable care and skill. Timelines are estimates unless the confirmed order expressly states a fixed deadline. Results can depend on customer actions, market conditions, third-party systems and other matters outside Nuera’s control. Nuera does not guarantee a particular level of revenue, sales, leads, rankings, savings, profitability, availability or business performance.

Except for rights and guarantees that cannot lawfully be excluded, no other condition, warranty or representation applies.

13. Limitation of liability

DRAFT — PENDING LEGAL REVIEW. Nothing in these terms excludes or limits liability where doing so would be unlawful, including liability under applicable New Zealand consumer law.

To the maximum extent permitted by law, Nuera is not liable for indirect, consequential or special loss, or for loss of profit, revenue, anticipated savings, goodwill, opportunity or data, arising from a service or these terms. Nuera is not liable to the extent a loss is caused by inaccurate or late customer information, customer instructions or approval, unauthorised account access, a customer’s failure to maintain backups, or a third-party product or service outside Nuera’s reasonable control.

To the maximum extent permitted by law, Nuera’s total aggregate liability arising from a purchase is limited to the amount you paid Nuera for the affected service during the 12 months before the event giving rise to the claim. This limitation does not apply to fraud, wilful misconduct or any liability that cannot lawfully be limited.

14. Suspension and termination

Nuera may suspend or terminate a service if you materially breach these terms, fail to pay an overdue amount, misuse the service, create a material security or legal risk, or fail to provide required information or access after reasonable notice. Where the issue can reasonably be remedied, Nuera will normally give you an opportunity to remedy it first.

Termination does not affect rights and payment obligations that arose before termination. Clauses concerning payment, intellectual property, confidentiality, liability and disputes continue to apply.

15. Events outside reasonable control

Neither party is responsible for delay or failure caused by an event outside its reasonable control, provided the affected party takes reasonable steps to reduce the effect and resumes performance when reasonably able. This clause does not excuse payment for work already delivered.

16. Disputes and governing law

DRAFT — PENDING LEGAL REVIEW. If a concern or dispute arises, contact Nina at nina@nuera.nz with the order details, the issue and the outcome you seek. Both parties will first try in good faith to resolve the matter informally.

If the dispute is not resolved informally, either party may propose mediation or, where eligible, apply to the New Zealand Disputes Tribunal before commencing court proceedings. This does not prevent either party from seeking urgent interim relief or using any statutory complaint or remedy available to it.

These terms and each purchase are governed by New Zealand law, and the New Zealand courts have non-exclusive jurisdiction.

17. Changes to these terms

Nuera may update these terms to reflect changes to services, providers, security practices or legal requirements. The updated version will state its effective date and apply to purchases made after that date. Material changes affecting an active recurring service will be notified before they take effect. Changes will not retrospectively reduce rights applying to a completed purchase without your agreement.

18. General terms

If any provision is unlawful or unenforceable, it will be modified only to the minimum extent necessary or severed, and the remaining provisions will continue. A failure or delay in enforcing a right is not a waiver. You may not transfer a purchase or these terms without Nuera’s written agreement. Nuera may use subcontractors to perform services but remains responsible for the obligations it has accepted under the confirmed order.

These terms, the applicable service description, confirmed order or quote, and any policies expressly incorporated into them form the agreement between the parties concerning the purchase.

19. Contact

For service questions, cancellations, complaints or disputes, contact Nina at nina@nuera.nz.