Business customers only
These terms apply where a customer acquires Nateleigh’s services for business purposes. They do not govern Callen or any consumer product. By accepting a proposal, the customer confirms it is acting in trade and has authority to bind the named business.
To the extent legally permitted and fair and reasonable, the parties agree that consumer protections capable of being contracted out of for a business transaction do not apply. Rights that cannot lawfully be excluded remain unaffected.
How engagements work
An engagement begins when both parties accept a written proposal or statement of work and Nateleigh receives any required initial payment. The proposal incorporates these terms and takes priority if it expressly changes a project-specific matter.
The proposal will identify the scope, deliverables, assumptions, milestones, target timing, fees and material third-party costs. Estimates outside an accepted proposal are indicative only.
Working together
Nateleigh will provide the agreed services with reasonable care and skill. The customer will provide timely decisions, accurate information, appropriate access, authorised contacts and a safe way to work with any systems or data involved.
Dates move reasonably where customer inputs, approvals, access or dependencies are late. Nateleigh is not responsible for delays or defects caused by inaccurate instructions, customer-controlled systems or third-party services outside our reasonable control.
Changes
Anything outside the accepted scope requires a written change describing the effect on fees, timing and deliverables. Neither party is required to proceed with a change until it is accepted in writing.
Fees and payment
Unless the proposal says otherwise, prices are in US dollars, invoices are due within seven calendar days, and third-party software, hosting and transaction costs are separate. Qualifying exported services may be invoiced with GST at 0%; the applicable treatment depends on the facts of the supply.
- Quick Fix: 100% before scheduling.
- System Sprint: 50% before scheduling and 50% before final handover.
- Operations Build: 30% before scheduling, 40% at the agreed working milestone and 30% before launch or source handover.
Delivery capacity is not reserved until cleared initial payment. Nateleigh may pause work or withhold launch, credentials, source files or final handover while an invoice is overdue.
Delivery and acceptance
The customer must review each deliverable promptly. A deliverable is treated as accepted five business days after delivery unless the customer gives written notice describing a material mismatch with the accepted scope.
Nateleigh will have a reasonable opportunity to investigate and correct a valid material mismatch. Requests for preferences, new requirements or work outside scope are handled as changes rather than defects.
Ownership and confidentiality
Each party keeps ownership of material, tools, methods and intellectual property it owned or developed independently of the engagement. Subject to full payment, the customer receives the ownership or usage rights for bespoke deliverables stated in the proposal. Third-party and open-source components remain subject to their own licences.
Each party will protect non-public information received for the engagement and use it only to perform or receive the services, except where disclosure is authorised or legally required.
Personal information is handled as described in the privacy policy.
Warranties and liability
Nateleigh does not promise a particular commercial result, uninterrupted third-party service or that every issue outside the agreed acceptance criteria will be discovered. The customer remains responsible for business decisions, lawful use, backups and appropriate review before relying on a deliverable.
To the extent permitted by law, neither party is liable for indirect or consequential loss. Nateleigh’s aggregate liability arising from an engagement is limited to the fees paid under the affected proposal, except to the extent a limitation cannot lawfully apply.
Suspension and termination
Either party may end an engagement for a material breach that is not corrected within a reasonable period after written notice. Nateleigh may suspend or end work immediately for non-payment, unlawful or unsafe instructions, abusive conduct, security risk or persistent failure to provide essential cooperation.
On termination, the customer must pay for completed work and committed costs. Any genuinely unearned prepaid balance is handled under the payment and cancellation policy.
Disputes and New Zealand law
A party raising a dispute must give written notice explaining the issue and the outcome sought. Both parties will first try in good faith to resolve it through authorised decision-makers before beginning formal proceedings.
These terms and each proposal are governed by New Zealand law. The New Zealand courts have jurisdiction, unless the proposal expressly records another agreed process.
Notices may be sent to hello@nateleighgroup.com.