Terms of business

1. Who you are contracting with

AXOmega is a trading name of AXOMEGA LTD, a company incorporated in New Zealand, NZBN 9429053911551. Our base is New Zealand. We serve business customers worldwide entirely online, with face-to-face meetings in Auckland where helpful.

You can verify an incorporated New Zealand company and its basic details on theNew Zealand Companies Register. Our proposals, invoices and Stripe receipts identify the same legal entity. If AXOmega is operated under a different structure (for example, as a sole trader trading as AXOmega), we will disclose the correct legal person and NZBN on the proposal — a sole trader and a registered company are different legal structures and we will not misdescribe one as the other.

Contact for any legal or contracting question: [email protected].

2. How the contract is formed

We work under a short stack so the evidentiary chain is clean:offer → scope → agreement → acceptance → payment → work → milestones → approval.

• This page — public Terms of Business. It governs enquiries, use of this website, and any project where no separate signed agreement applies.
• Proposal / Statement of Work (SOW) — project-specific scope, deliverables, exclusions, timeline, dependencies, and commercial terms. This is the document you actually accept for a given job.
• Master Services Agreement (MSA) — the reusable legal framework that sits behind each SOW. When you electronically accept an MSA + SOW, that signed set prevails over this page to the extent of any inconsistency.

We do not take a meaningful deposit or reserve capacity until you have accepted the proposal/SOW. A Stripe invoice, receipt or email alone does not create the contract — acceptance of the scope and these Terms (or the MSA where applicable) does. If we have signed an MSA + SOW with you, references to “this Agreement” in sections below mean that MSA + SOW together.

3. Business customers only

AXOmega supplies websites, e-commerce, software, automation, integrations and technology advice to businesses. By engaging us you represent that you are acquiring the services for the purposes of your business or trade, not as a consumer.

That representation matters because consumer protections can be mandatory. In New Zealand, the Consumer Guarantees Act 1973 can in some circumstances be contracted out of in genuine business-to-business arrangements where the statutory requirements for doing so are met — but a business cannot contract out where the law does not permit it. Similarly, jurisdictions such as Australia, the United Kingdom, the United States, Canada and the EU/EEA have consumer laws that a choice-of-law clause cannot simply exclude when they properly apply. We have framed these Terms as B2B; nothing here is intended to exclude rights where the law prohibits exclusion.

If you are genuinely a consumer, tell us before we scope the work so we can address the applicable protections correctly.

4. Scope, deliverables & changes

Each Proposal/SOW defines (at minimum): the legal parties, scope and explicit exclusions, deliverables and acceptance criteria, price and currency, deposit and milestone schedule, estimated timeline and dependencies, your responsibilities, change-request procedure, cancellation/termination rules, IP ownership/licence, third-party costs, warranties, liability framework, and dispute procedure. New Zealand Government guidance for contractors likewise recommends working under a contract for services that records these matters.

• Scope is defined by the accepted SOW, not by general marketing copy on this site.
• Timelines are estimates until dependencies you control (content, access, approvals, third-party decisions) are met.
• Anything outside the SOW — additional pages, integrations, data migrations, or “just one more” features — is handled as a change request: we confirm impact on price/timeline in writing before proceeding.

We build in small working stages you can see and use. Each stage has an acceptance step so misunderstandings surface early, not at launch.

5. Deposits & milestone payments

We do not write “50% non-refundable deposit” without explanation. Deposits and milestones have a defined purpose: they reserve development capacity and authorise us to begin/continue work. Once work has begun, amounts attributable to work performed, committed resources, licences ordered, or third-party costs reasonably incurred may be retained; any balance not contractually earned is refunded.

For larger work we prefer milestone billing, for example:

30% commencement → 30% working prototype → 30% substantial completion → 10% launch/handover.

• You are never asked to risk 100% upfront; we are not asked to finance the entire build ourselves.
• Each invoice corresponds to a stage you can review against the SOW acceptance criteria.
• If you cancel after a stage has begun, we may retain amounts reasonably attributable to that stage. If we cancel or fail to deliver without cause, unearned amounts are refunded (see Cancellation).
• Deposits are applied to the final invoice(s), not an extra fee on top, unless the SOW says otherwise.

Your Stripe invoice references the accepted Proposal/SOW. Payment terms are as stated on the invoice (typically due on receipt unless the SOW says otherwise).

6. Fees, currency, taxes & billing

All billing is handled entirely through Stripevia secure hosted invoices — see our Billing page for the full detail. Summary:

• Base currency: US dollars (USD) unless the SOW says otherwise.
• Local currency on request: tell us before we invoice and we will present the total in NZD, AUD, CAD or GBP at the Stripe FX rate at invoice time. You can choose per invoice.
• Bank/payment conversion charges: charged by your bank or Stripe are yours; the amount that reaches us is the amount credited by Stripe after its fees.
• Taxes shown on invoice: tax appears as a separate line. NZ GST (15%), AU GST (10%), CA GST/HST by province, UK VAT (20%) and US sales tax where applicable and where Stripe Tax or our billing address rules apply. Qualifying services supplied by a New Zealand entity to an overseas customer may be zero-rated for NZ GST (0%) where IRD requirements and evidence that the customer is overseas are met — your invoice will state the exact treatment; you do not need to guess.
• Tax-exempt status: send documentation before we invoice so we can reflect it.
• Card vs bank transfer: card (Visa, Mastercard, Amex with 3D Secure) is fastest and carries no surcharge. Bank transfer/ACH is available on request for larger invoices but settles later — ask before we invoice.

If there is any conflict between this summary and the line items on your Stripe invoice and the SOW, the invoice + SOW control.

7. Your responsibilities

So we can deliver on time, you agree to:

• provide timely access, content, decisions and approvals;
• ensure any material you supply (logos, photos, data, copy) is yours to use and does not infringe third-party rights;
• maintain your own source data and business-continuity backups unless the SOW explicitly assigns that to us;
• nominate a single decision-maker for approvals.

Delays caused by waiting on these items extend timelines accordingly and may affect milestone invoicing where work is otherwise ready for review.

8. Intellectual property

Unless the SOW says otherwise:

• Pre-existing AXOmega IP (our tools, libraries, boilerplate, know-how) — remains ours.
• Open-source and third-party components (frameworks, plugins, APIs) — remain subject to their own licences.
• Bespoke deliverables built for you and paid for under the SOW — you receive the agreed ownership or licence once invoices for that deliverable are paid in full. Until then we retain title/licence to withhold delivery or disable transfer where lawful.
• Third-party platform work (e.g. Shopify, Webflow, WordPress) — ownership is as the platform allows.

We may showcase deliverables in our portfolio unless the SOW designates the work as confidential. We will not disclose your confidential business information without permission (see Confidentiality).

9. Warranties, third parties & AI

We will perform services with reasonable care and skill. Except as expressly stated in the SOW, services are provided without additional warranties, to the extent permitted by law.

We do not promise that systems outside our control will operate continuously or unchanged: Stripe, Shopify, OpenAI, AWS, Netlify, Google, payment gateways, and other APIs or plugins can fail, change their terms, or deprecate features. Where your solution depends on such a service, the SOW identifies it and we will exercise reasonable skill in integrating with it, but we are not responsible for its operation.

Where we use automation or AI-assisted development, or where your solution includes AI-generated outputs, those outputs can be probabilistic and may require human review — especially before consequential business decisions. You agree to apply appropriate human oversight to AI-assisted outputs.

10. Liability limits

No one should face a $500,000 consequential-loss claim over a $3,000 website project — but a customer should also have meaningful recourse if we fail to deliver. We set a proportionate framework:

• Aggregate cap: except where the law prohibits a cap, our total aggregate liability arising out of or in connection with a project/SOW is limited to the total fees paid (or payable) by you to us under that SOW in the 12 months preceding the claim. If no fees have been paid, the cap is NZ$500.
• No indirect/consequential liability: to the extent permitted by law, neither party is liable for indirect, incidental, special or consequential losses — including lost profit, lost revenue, lost opportunity, business interruption, or loss of data — even if advised such loss was possible.
• Third-party services: we are not liable for failures attributable to third-party platforms or services beyond our reasonable control.
• What we do not limit: nothing in these Terms limits liability where the law does not permit limitation (including certain consumer protections that may apply even in a B2B context) or liability for fraud, wilful misconduct, or personal injury caused by negligence where non-excludable.

We carry professional indemnity / technology errors & omissions considerations appropriate to software, automation and AI work, and keep them under review as that risk profile differs from general website work.

11. Confidentiality, data & privacy

Each party will keep the other’s confidential information confidential and use it only to perform the services. Confidential information does not include information that is public, independently developed, or rightfully received from a third party without confidentiality obligations.

How we handle personal information collected through this website is set out in ourPrivacy Policy. In summary: we collect only what you choose to send us via the contact form, we do not sell it, and we process it via Netlify (US-hosted) with appropriate safeguards for international transfer. As a New Zealand business we operate under the Privacy Act 2020, including Privacy Principle 12 on disclosure of personal information outside New Zealand. Where a project involves access to your systems, databases, CRM or end-customer personal information, the MSA/SOW adds project-specific confidentiality, data-handling and retention terms — the public Privacy Policy alone is not the full data contract for a build.

• You are responsible for the accuracy and lawful basis of data you give us.
• We take reasonable technical and organisational measures to protect data we hold; all site traffic uses HTTPS.
• Unless the SOW says otherwise, you remain responsible for maintaining your own backups and business continuity.

12. Cancellation & termination

You may cancel or terminate as set out in the SOW. Where no specific termination clause applies:

• Before work has begun: we refund the deposit in full, less any third-party costs already committed with your approval.
• After work has begun: we retain amounts reasonably attributable to work performed, committed resources and agreed cancellation costs; any balance not contractually earned is refunded. Milestones already approved and invoiced remain payable.
• We may pause or terminate if an invoice is materially overdue after notice, or if you breach material obligations and do not cure after reasonable notice.

On termination we will, on request and where lawful, provide a copy of deliverables in their then-current state to the last paid milestone, subject to payment of amounts then due.

13. Disputes — how we resolve them

If something goes wrong, we want a clear, credible path — for you and for us:

1. Raise it early: email [email protected] with the project/SOW reference and what has gone wrong. We acknowledge within a reasonable time.
2. Good-faith negotiation: both parties negotiate in good faith for a reasonable period (typically 14 days from acknowledgement).
3. Mediation (optional): if negotiation does not resolve the matter, either party may propose mediation on terms to be agreed.
4. Disputes Tribunal or courts: unresolved disputes may be brought in the New Zealand Disputes Tribunal (which can hear qualifying disputes up to NZ$60,000) or the New Zealand courts, as appropriate to value and nature.

Being based overseas does not automatically prevent a person from bringing a claim where New Zealand law applies, though cross-border recognition and enforcement add complexity. We keep this structure intentionally New-Zealand-centred so an overseas customer can pursue an identifiable NZ entity rather than an anonymous offshore freelancer.

Nothing here prevents a party seeking urgent interlocutory or injunctive relief where appropriate.

14. Governing law & jurisdiction

This Agreement (including these Terms and any SOW/MSA) is governed by the laws ofNew Zealand. The parties submit to the jurisdiction of the courts of New Zealand. New Zealand contract law — including the Contract and Commercial Law Act 2017 and applicable common law — applies subject to any mandatory consumer protections that cannot be contracted out where they properly apply (see Business customers only).

15. General

• Entire agreement: the accepted Proposal/SOW, the MSA (if any), these Terms and any schedules referenced constitute the entire agreement for that project.
• Variations: only by written agreement (including electronic acceptance) of both parties.
• Severability: if any provision is invalid or unenforceable, the remainder continues.
• Assignment: you may not assign without our consent; we may not assign without yours except in connection with a bona fide sale or restructure of our business on notice.
• Notices: by email to the addresses on the SOW (or as updated in writing). Notice is deemed received on the next business day after sending.
• Waiver: failure to enforce a right is not a waiver of that right.
• Currency of documents: the English version controls.

Questions about these Terms?

Email [email protected] — include your proposal/SOW reference if you have one. For billing-specific questions (currency, tax line, receipt reissue), seeBilling or email the same address with the invoice number.

Registered company: AXOMEGA LTD, NZBN 9429053911551, New Zealand— verifiable on the New Zealand Companies Register.