Terms and Conditions for Software Development and Campaign Solution

• Scope of Work
  Latch Digital (the “Developer”) agrees to deliver the custom software solution and/or campaign as detailed in the proposal. The scope of work is defined by the deliverables, timelines, and costs outlined therein. Any changes to this scope, including new features or additions, will require written approval from both parties. Such changes may result in additional costs and altered timelines, which will be clearly communicated before proceeding.

• Project Timeline & Delays
  While the Developer commits to meeting the project milestones, certain aspects of the timeline may be dependent on third-party services (such as APIs or vendor integrations) or timely feedback from the Client. Delays caused by these factors, or failure to provide necessary resources or approvals in a timely manner, may result in a revised timeline. The Developer will notify the Client immediately of any potential delays and provide an updated schedule.

• Payment Terms & Invoicing
  The Client agrees to make payments according to the agreed payment schedule in the proposal. All payments are due as per the outlined dates, and late payments may incur a fee of [X%] per week of delay. Payments will be invoiced based on deliverables achieved or milestones met, as detailed in the proposal. All amounts are exclusive of taxes, which will be invoiced separately. The Developer reserves the right to suspend services if payment is delayed beyond [X] days.

• Intellectual Property Rights
  The Client retains ownership of all assets they provide, including content, branding, and data. The Developer will retain ownership of the software code, methodologies, and any proprietary technology used or created during the project. The Client will be granted a license to use the delivered software or campaign materials for the agreed-upon purposes. This license is non-exclusive, non-transferable, and limited to the terms specified in the proposal.

• Confidentiality & Data Protection
  Both parties agree to maintain the confidentiality of sensitive information and materials exchanged during the course of the project. Neither party shall disclose confidential information to any third party without prior written consent. The Developer agrees to comply with all applicable data protection regulations, including the New Zealand Privacy Act 2020, concerning the Client’s data. The Client is responsible for ensuring that they have the necessary rights to provide any data shared with the Developer.

• Testing, Quality Assurance (QA), and Acceptance
  The Developer will conduct thorough testing and quality assurance (QA) to ensure the solution meets the agreed-upon specifications. The Client will be involved in the review and approval process, with a maximum of 3 rounds of feedback. If the Client fails to provide feedback within 5 working days of receiving a deliverable, the project will proceed to the next stage. After delivery, the Client will have 30 days to raise any critical issues. After this period, the solution will be considered accepted, and any further modifications may incur additional costs.

• Warranties, Liability & Indemnity
  The Developer warrants that the delivered solution will substantially conform to the agreed specifications. However, the Developer makes no warranty regarding uninterrupted or error-free performance, as third-party systems, services, or APIs may affect functionality. The Developer’s liability is limited to the total fees paid by the Client for the project. The Developer is not liable for indirect, consequential, or punitive damages. The Client agrees to indemnify and hold the Developer harmless from any third-party claims related to the content, branding, or data provided by the Client.

• Change Requests & Additional Work
  Any modifications or new features requested by the Client after the scope has been defined will be considered a change request. The Developer will provide a separate estimate for these changes, and work will commence upon mutual agreement. If the Client requests changes that significantly alter the project’s scope, the Developer reserves the right to adjust the timeline and budget accordingly. All change requests must be documented and signed off by both parties.

• Termination of Agreement
  Either party may terminate the agreement with 30 days’ written notice. If terminated, the Client will pay for all work completed up to the termination date. Upon termination, the Developer will deliver any completed work, and the Client agrees to cease using any proprietary technology or materials belonging to the Developer. The Developer may terminate the agreement immediately in the event of non-payment or breach of the contract by the Client.

• Support and Maintenance
  The Developer will provide ongoing support and maintenance as outlined in the proposal. Any requests outside the agreed support scope (e.g., additional features or updates) will be handled through a separate agreement. The Client must ensure that their systems are updated and maintained according to the Developer’s recommendations to ensure optimal performance.

• Force Majeure
  Neither party will be held liable for any delays or failure to perform due to circumstances beyond their reasonable control, such as natural disasters, acts of government, or failure of third-party services.

• Governing Law and Dispute Resolution
  This agreement will be governed by and construed in accordance with the laws of New Zealand. In the event of a dispute, both parties agree to attempt resolution through good faith negotiation. If the dispute cannot be resolved within 30 days, the matter will be referred to mediation or arbitration in accordance with the rules of the Resolution Institute of New Zealand.

• Acceptance of Terms
  By signing the proposal, the Client agrees to these Terms and Conditions. Any modifications to these terms must be made in writing and signed by both parties.