1. Agreement and Acceptance

1.1 These Terms of Trade apply to all services provided by Automate ("the Provider") to the Client.

1.2 By accepting a Quote, signing a Statement of Work, or instructing the Provider to proceed with services, the Client accepts these terms in full.

1.3 Acceptance of a Quote constitutes a binding contract between Automate and the Client.

2. Services and Scope

2.1 Automate will provide software automation and integration services as defined in the accepted Quote.

2.2 Any variations to the scope must be agreed upon in writing and may incur additional charges.

2.3 While Automate uses best practices, the Client acknowledges that software automations rely on third-party APIs (e.g., Xero, Zapier, Monday.com, Microsoft). Automate is not responsible for service interruptions caused by these third parties.

3. Fees and Payment

3.1 All prices are in NZD and exclude GST unless otherwise stated.

3.2 Invoices are payable as per the terms detailed on the invoice.

3.3 Automate reserves the right to suspend services or access to automations if accounts remain unpaid beyond the due date.

4. Intellectual Property

4.1 Automate retains ownership of all pre-existing IP, tools, and generic code fragments used in the project.

4.2 Upon full payment of all invoices, the Client is granted a non-exclusive, perpetual license to use the specific automation configurations developed for their business.

5. Limitation of Liability

5.1 To the maximum extent permitted by law, Automate’s total liability for any claim (whether in contract, tort, or otherwise) is limited to the total amount paid by the Client for the specific project or service giving rise to the claim.

5.2 Automate shall not be liable for any loss of profits, loss of data, or any consequential, indirect, or special loss or damage.

6. Indemnity

6.1 The Client agrees to indemnify and hold Automate harmless against any claims, costs, or losses (including actual legal costs) arising from:

• The Client’s use of the automation in a live environment.

• Any breach of third-party terms of service by the Client.

• Data privacy breaches resulting from the Client’s internal handling of automated data.

• Any unauthorized alterations made to the automation by the Client or a third party after hand-over.

7. Consumer Guarantees Act & Fair Trading Act

7.1 The Client agrees that the services are being acquired for the purposes of a business and that the provisions of the Consumer Guarantees Act 1993 do not apply.

7.2 The parties agree that sections 12A and 13 of the Fair Trading Act 1986 do not apply, and that this is fair and reasonable in the circumstances of a commercial automation contract.

8. User Acceptance Testing (UAT)

8.1 Automate will provide a testing period for every project.

8.2 It is the Client’s responsibility to verify the accuracy of the automation logic during this period. Moving an automation into a "Live" or "Production" environment constitutes final acceptance of the work.

9. Governing Law

9.1 These terms are governed by the laws of New Zealand. The parties submit to the non-exclusive jurisdiction of the New Zealand courts.