The terms we work on.

These Terms of Trade apply to all services supplied by Quantum Wave Technologies Ltd ("Quantum Wave", "we", "us") to a business client ("you", "the Client") in New Zealand, unless a signed proposal or agreement says otherwise.

Where a signed proposal, engagement agreement, or statement of work is inconsistent with these terms, the signed document prevails for that engagement. By engaging us — accepting a quote or proposal, or instructing us to begin work — you accept these terms.

• Quotes and proposals are valid for 30 days from their date of issue unless stated otherwise.
• Pricing is provided upfront and in plain English. For quoted work, we do not commence, and fees are not incurred, until you accept the quote or proposal.
• Where you instruct us to begin work without a prior quote, we confirm our rates or an estimate before starting, and that work is charged at those confirmed rates.
• Changes to scope are agreed in writing before additional work begins, along with any change to fees.

• We deliver the services described in the accepted quote, proposal, or engagement — configured, tested, and documented to a professional standard.
• Timeframes are given in good faith. Response and delivery estimates (including our typical same-day response to new enquiries) are targets, not guarantees, unless a signed agreement states a committed service level.
• Some work is best performed outside business hours (patching, migrations, disruptive maintenance) and will be scheduled with you in advance.

• All fees are in New Zealand Dollars and exclude GST unless stated otherwise.
• Ongoing services are invoiced monthly. Project work is invoiced as set out in the accepted proposal.
• Invoices are due on the 20th of the month following the invoice date, unless different terms are agreed in writing.
• Overdue amounts may accrue interest at 1.5% per month, and you are responsible for reasonable costs of collection. We may suspend services if an invoice remains unpaid 14 days after we give written notice.

• Provide timely access to the premises, systems, credentials, and information we reasonably need to deliver the services, and ensure you are entitled to give us that access.
• Hold appropriate licences for the software and services in your environment, except where licensing is expressly part of our engagement.
• Maintain your own operational decisions and approvals: we advise and implement, but decisions about your business remain yours.

• Vendor licences and subscriptions we resell or manage (for example Microsoft 365, Google Workspace, or Coro) remain subject to the vendor's own terms.
• Per-seat and usage-based fees adjust with your actual seat and usage counts.
• On ending an engagement, third-party subscriptions wind down in line with each vendor's terms.

• Each party keeps what it brought: pre-existing intellectual property remains with its owner.
• We retain ownership of our general-purpose tools, frameworks, and know-how, including where they are used to build deliverables for you.
• On full payment, you receive a perpetual, non-exclusive licence to use bespoke deliverables we create for your engagement, for your business purposes. Where a signed proposal provides for ownership to transfer to you, that provision prevails.

• Each party keeps the other's confidential information confidential, and uses it only for the engagement, except where disclosure is required by law.
• We handle personal information in accordance with the Privacy Act 2020 and our privacy statement, and we access client systems and data only as needed to deliver the services.

Where backup, monitoring, or security services are part of an engagement, we deliver them as scoped in that engagement. Except to that extent, you remain responsible for your own data, backups, and disaster recovery arrangements.

For on-site work, both parties will cooperate to meet their duties under the Health and Safety at Work Act 2015, including site inductions, hazard information, and reasonable site rules.

• You confirm that you are in trade and are acquiring our services in trade for the purposes of a business. The parties agree that they are contracting out of the Consumer Guarantees Act 1993 in accordance with section 43 of that Act, and that it is fair and reasonable that the parties are bound by this clause.
• We warrant that services will be performed with reasonable care and skill. If services fall short of that standard, we will re-perform them at no charge as your primary remedy.
• To the maximum extent permitted by law, neither party is liable to the other for indirect or consequential loss, including loss of profits, revenue, or data.
• Our total liability arising out of an engagement is limited to the fees paid or payable by you for services performed in the three months preceding the event giving rise to the claim or, if greater, one month's fees under the engagement.
• Nothing in these terms limits rights or obligations under the Fair Trading Act 1986, or any other liability, that cannot lawfully be excluded or limited.

• Ongoing engagements run month to month with no fixed term and no lock-in, unless a signed agreement states otherwise. Either party may end an ongoing engagement with 30 days' written notice.
• Work delivered through the notice period is invoiced as normal.
• We support an orderly handover — documentation, credentials, and work in progress — so nothing is left stranded.

• Neither party is liable for delay or failure caused by events beyond its reasonable control, provided it takes reasonable steps to mitigate.
• These terms may be updated from time to time; the version published on our website applies to engagements accepted after it is published. For ongoing engagements, material changes take effect no earlier than 30 days after we notify you in writing; if you do not accept a change, you may end the engagement under the notice provisions in 'Term & ending an engagement'.
• If any part of these terms is unenforceable, the rest remains in effect. A failure to enforce a term is not a waiver of it.
• These terms are governed by New Zealand law, and the parties submit to the non-exclusive jurisdiction of the New Zealand courts. We will always look to resolve any dispute in good faith discussion first.