Terms of Service

1. Definitions

In these Terms:

• "Supplier", "we", "us", or "our" means MoiHana Tech and our successors and assigns.
• "Client", "you", or "your" means the person or entity purchasing Services from us.
• "Services" means all web design and development, n8n automation, web applications, mobile applications, consulting, and related services provided by us.
• "Incidental Items" means any materials, documents, designs, images, graphics, or data supplied by us in providing Services.
• "Price" means the price for Services as set out in our quotations or invoices.
• "Agreement" means these Terms and any related quotations, proposals, or schedules.
• "Amounts Owing" means any amount you owe us, including the Price, interest, and enforcement expenses.
• "Website" means a website developed by us for you.
• "Confidential Information" means information that could reasonably be regarded as confidential, excluding information in the public domain.

2. Acceptance

By placing an order, accepting delivery of Services, or making payment, you accept these Terms and are immediately bound by them. We may accept orders at our sole discretion by issuing an invoice, delivering Services, or confirming the order in writing.

These Terms apply to all future orders and purchases. We may amend these Terms with your written consent, and these Terms supersede any other agreement between the parties.

3. Services Description

MoiHana Tech provides web design and development, n8n automation solutions, web applications, and mobile application development services. Specific services, deliverables, timelines, and pricing will be outlined in individual project agreements or proposals.

4. Price and Payment

4.1 Pricing

You will pay the Price set out in our quotation or invoice, plus applicable GST (if any).

4.2 Payment Terms

Unless otherwise agreed in writing, payment is due:

• For website development: 50% deposit upon acceptance of quotation, with remaining balance due upon completion
• Progress payments of 20% may be required at regular intervals for projects extending over one month
• 20 days following the end of the month in which an invoice is sent, or
• 7 days following the date of invoice if no notice to the contrary

4.3 Payment Methods

Payment may be made by cash, electronic banking, or other methods agreed in writing. Payment is not considered complete until cleared funds are received by us.

4.4 Deposits and Security

We may require a deposit of up to 50% or other security for payment of Amounts Owing.

4.5 Disputed Amounts

You shall not withhold payment because part of the Services is disputed. You must pay all undisputed amounts and provide a detailed written explanation of any dispute within 7 days of delivery.

5. Variations to Price

We reserve the right to vary the Price if:

• You request variations to specifications or additional work is required
• Information supplied by you is inaccurate
• There are increases beyond our control in costs of materials, labor, or third-party services
• Your requirements differ from those originally submitted

Variations will be detailed in writing and shown on invoices. You must respond to variation requests within 7 days, or the variation cost will be added to the Price.

6. Client Responsibilities

You agree to:

• Provide accurate and complete information when using our Services
• Provide all content, materials, and information in a timely manner
• Respond to requests for feedback and approvals within agreed timeframes
• Ensure you have rights to use all provided materials
• Maintain confidentiality of any account credentials
• Use our Services only for lawful purposes
• Not interfere with or disrupt our Services
• Comply with all applicable laws and regulations

7. Provision of Services

7.1 Delivery

Services are provided based on specifications and information you provide. You are responsible for ensuring specifications are sufficiently detailed. We are not liable for errors due to insufficient or inadequate specifications.

7.2 Timelines

Time estimates for delivery are estimates only. We are not liable for delays less than 14 days after estimated delivery time, or delays due to events beyond our control. Delays caused by client feedback or approvals may extend project timelines.

7.3 Content Supplied by You

You warrant that all content and materials supplied to us:

• Are true, correct, and accurate
• Do not contain prohibited, defamatory, indecent, or obscene content
• Comply with all applicable laws and advertising standards
• Do not infringe copyright, trademark, or other legal rights
• Are not false, misleading, or deceptive

8. Intellectual Property Rights

8.1 Our Property

Copyright in all materials provided by us remains with us, including any new intellectual property created in connection with our Services, until full payment is received.

8.2 Transfer Upon Payment

Upon full payment for Services, you receive ownership rights to the final deliverables as specified in the project agreement. We retain the right to display completed projects in our portfolio unless otherwise agreed in writing.

8.3 Pre-existing Materials

Any pre-existing intellectual property, tools, frameworks, or code libraries used in project development remain the property of MoiHana Tech or their respective owners.

8.4 Client Materials

You warrant that use by us of any materials you provide will not infringe intellectual property rights of any other person and indemnify us against any losses arising from such infringement.

9. Website Development

9.1 Our Responsibilities

Upon acceptance of our proposal, we will:

• Use best endeavors to develop the Website according to your specifications
• Negotiate third-party agreements on your behalf as specified
• Provide the last backup of the Website and associated data upon full payment
• Ensure the Website is live and visible on the internet
• Advise you of recommended third-party software and platforms

9.2 Your Responsibilities

• Provide necessary information and access to systems as reasonably required
• Provide approval within 7 days when requested (time being of the essence)
• Supply content and materials within 5 days of request
• Ensure specific mobile browser requirements are included in the initial brief

9.3 Domain Registration

Where we register a domain name on your behalf, we cannot guarantee availability or successful registration. You are responsible for complying with all domain registration terms and conditions and for domain renewal unless specifically requested otherwise.

9.4 Hosting

If hosting with us, we will manage upload of website files to the server. If hosting elsewhere, website files will be provided to your hosting provider for upload.

9.5 Warranty Period

Website projects include a 30-day post-launch warranty period covering bugs logged within 30 days. This warranty is voided for major change requests or work completed by other parties.

10. Maintenance and Support

Maintenance services will be provided according to any Service Level Agreement (SLA). If you attempt to update, edit, or alter the Website after handover, time required to repair pages will be treated as additional Services and charged accordingly.

11. Warranties and Disclaimers

To the extent permitted by law, no warranty is given as to quality or suitability of Services for any purpose, and any implied warranty is expressly excluded. We are not responsible for loss or damage to or caused by the Services.

For items not manufactured by us, the warranty is the current manufacturer's warranty. We give no guarantee of website traffic, rankings, search engine performance, business growth, revenue, or specific results.

12. Confidentiality

Each party must keep confidential all Confidential Information, except where disclosure is required by law or reasonably required to perform obligations under this Agreement.

13. Privacy

You authorize us to collect, use, and disclose personal information about you for purposes of exercising our rights under this Agreement, credit reporting, debt collection, registering security interests, and direct marketing (unless you opt out).

You have the right to access and request correction of personal information we hold. See our Privacy Policy for full details.

14. Late Payment and Default

If payment becomes overdue, you agree to reimburse us for all recovery costs including administration fees, debt collection fees, and legal expenses. We may charge interest at 2.5% per month (compounding monthly) on outstanding amounts from the due date until paid.

If an insolvency event occurs, all Amounts Owing become immediately due and payable.

15. Cancellation

If you cancel all or part of any order, you are liable for all Amounts Owing prior to cancellation, including expenses incurred due to cancellation. Orders made to your specifications cannot be cancelled once production has commenced.

We may cancel orders if Amounts Owing become overdue or an insolvency event occurs, with all Amounts Owing becoming immediately payable.

16. Limitation of Liability

To the maximum extent permitted by law, our total liability under this Agreement is limited to the Price paid for the specific Services. We are not liable for indirect, incidental, special, consequential, or punitive damages, or loss of profits, revenue, data, or goodwill.

We are not liable for acts or omissions of third parties, performance in accordance with your instructions, or to any third party.

17. Third-Party Services

Our Services may integrate with third-party platforms, services, or APIs. We are not responsible for availability, reliability, or performance of third-party services, changes to third-party terms or pricing, or third-party data security.

18. Force Majeure

We are not liable for failure or delay in performing obligations due to events beyond our reasonable control, including strikes, natural disasters, epidemics, government orders, or acts of God.

19. General Provisions

19.1 Governing Law

This Agreement is governed by New Zealand law, and both parties submit to the exclusive jurisdiction of New Zealand courts.

19.2 Entire Agreement

This Agreement constitutes the entire agreement between parties and supersedes all previous agreements and understandings.

19.3 Assignment

You may not assign this Agreement without our written consent. We may assign this Agreement to any other person.

19.4 Amendments

Amendments must be in writing and signed by both parties, except where required for legal compliance.

19.5 Notices

Notices must be in writing and sent by personal delivery, post, or email. Email notices are deemed received when sent during business hours.

19.6 Severability

If any part of this Agreement is illegal or unenforceable, it will be severed and remaining provisions will continue in full force.

19.7 Waiver

Single or partial exercise of a right does not prevent further exercise of that right or other rights.

19.8 Termination

Either party may terminate immediately if the other party breaches a material term or fails to remedy a breach within 20 business days of written notice.

20. Contact Information

For questions about these Terms, please contact us: