Terms and Conditions

Agreement means these Terms (as amended), together with any order, proposal, scope of work (SOW), email confirmation, or online checkout describing the Services.

Business Day means a day other than a Saturday, Sunday or public holiday in New Zealand.

Client or you means the person or entity named on the order, SOW or online account.

Deliverables means the website(s), content, code, designs, documents, and other work products to be delivered under the Agreement.

Localist, we, us means Support Local Limited (NZBN 9429047301023) trading as Localist, of Nesti Chartered Accountants Limited, 5/36 William Pickering Drive, Rosedale, Auckland 0632, New Zealand. Where parts of the Services are performed by our related company Quentosity Limited (NZBN 9429030586215) trading as Quentosity Group, Support Local Limited remains the contracting party and responsible for the Services.

Services means LFW (complimentary website build), paid website development, support, configuration, hosting referral, domain/DNS assistance, and access to premium themes/plugins where applicable.

Third‑Party Services means services we recommend or integrate (e.g., hosting, CDN, payment gateways, analytics, email).

2.1. This Agreement applies to all Services provided by Localist. The Schedules form part of this Agreement. If these Terms conflict with an order/SOW, the order/SOW prevails for that item. If a Schedule conflicts with the main body for a Service covered by that Schedule, the Schedule prevails for that Service.

2.2. Your use of the Services constitutes acceptance of these Terms, including electronic acceptance under the Contract and Commercial Law Act 2017 (NZ). 2.3. Invoicing and notices are issued by Support Local Limited (NZBN 9429047301023), unless we notify you otherwise in writing. Performance may be via our employees, contractors, or related companies (including Quentosity Limited), but this does not change the contracting party unless expressly stated.

3.1. We will provide the Services described in your order/SOW or in the LFW onboarding flow.

3.2. Unless expressly stated, we do not provide managed hosting; we refer you to Third‑Party Services (hosting providers) and assist with setup.

3.3. Support is provided during standard business hours (NZ time) via the channels we specify. No service‑level guarantee applies unless agreed in writing.

4.1. LFW and other complimentary Services are provided on the basis that you: a) sign up to hosting using our affiliate link(s), and b) keep those affiliate relationships active while you receive complimentary Services.

4.2. If the affiliate relationship becomes disconnected or ineligible, we may (at our option) suspend complimentary Services or offer to continue on a paid plan at our then‑current rates. We will give you 7 days’ notice to reconnect or choose a paid plan before suspension.

4.3. Complimentary Services may be changed, limited, or withdrawn at any time on 7 days’ notice (existing paid Services are unaffected).

5.1. Estimates are based on the information available at the time. Variations or additional requests (including content changes after sign‑off) may be billed at our standard rates.

5.2. We may rely on email/ticket approvals as written authorisation to proceed.

5.3. Third‑party costs (e.g., premium plugins, stock images, fonts) are pass‑through and non‑refundable once purchased.

6.1. You will provide accurate and timely information, approvals, content, and access we reasonably need.

6.2. You are responsible for the lawful use of the Services and Deliverables, and for ensuring all content you supply (including images and logos) is licensed and non‑infringing.

6.3. You acknowledge that DNS/domain changes and platform updates can cause temporary disruption. We will take reasonable care but cannot guarantee uninterrupted availability.

7.1. Fees are in NZD and exclusive of GST unless stated otherwise.

7.2. Invoices are due on the terms shown on the invoice (or, if not shown, 7 days from issue). We may require a deposit or credit card on file.

7.3. If an invoice is not disputed in good faith within 7 days of issue, it is deemed accepted.

7.4. Late amounts may accrue interest at 1.5% per month (or the maximum lawful rate) and you agree to pay reasonable collection costs.

7.5. We may suspend Services for non‑payment after notice.

8.1. Subscriptions (if any) renew automatically unless cancelled per the product’s cancellation flow.

8.2. We may change subscription pricing with 30 days’ notice.

8.3. Cancellations take effect at the end of the current billing period; no pro‑rata refunds for part‑months unless required by law or agreed in writing.

9.1. If you have a billing concern, you agree to contact us first so we can investigate.

9.2. Unresolved disputes will follow the dispute process in clause 26.

9.3. Chargebacks without first attempting resolution may result in suspension and a pass‑through of bank fees.

10.1. Access to third‑party themes/plugins may be provided via our licences. Access is conditional and may cease if licensing terms change or if your plan ends.

10.2. Where we purchase licences on your behalf, the licence remains with us unless otherwise agreed.

10.3. On termination or off-boarding, access to any themes/plugins provided under our licences will cease. You must purchase and activate your own licences for any premium theme or plugin used in the site, and migrate to your own provider accounts (e.g., hosting, CDN, email). Our licence keys will be removed prior to handover and are not transferable.

11.1. Client Materials. You retain ownership of content and assets you supply. You grant us a licence to use them for the Services and to showcase the project per clause 12.

11.2. Deliverables. Upon full payment of all amounts due for the relevant stage, you own the final Deliverables excluding our background IP, reusable tools, frameworks, and know‑how. We grant you a non‑exclusive, perpetual licence to use such background IP as embedded in the Deliverables for your own business use.

11.3. Third‑Party IP & Open‑Source. Deliverables may include third‑party or open‑source components subject to their own licences. Your use must comply with those licences.

11.4. Moral Rights. Where waivers or consents are needed, you agree to provide them (and we will do the same for our personnel as required by law).

12.1. You grant us a non‑exclusive licence to refer to you as a customer and to display non‑confidential screenshots, logos and links to your site for our portfolio and marketing.

12.2. You may opt out at any time by email; we will remove future use within a reasonable time.

13.1. Each party must keep the other party’s non‑public information confidential and use it only to perform this Agreement, except where disclosure is required by law or to professional advisers under confidence.

14.1. Each party is responsible for complying with the Privacy Act 2020 in relation to personal information it handles.

14.2. If we become aware of a notifiable privacy breach relating to the Services, we will notify you without undue delay and cooperate reasonably with you.

14.3. You acknowledge some personal information may be stored or processed by Third‑Party Services (including overseas). We will take reasonable steps to ensure those providers have appropriate safeguards.

14.4. Our privacy practices are described in our Privacy Policy (as updated from time to time).

15.1. We use reasonable administrative, technical and physical safeguards, but we cannot guarantee security or continuous availability.

15.2. Unless expressly agreed, we do not provide guaranteed backups or disaster recovery. Any backups we keep are on a best‑efforts basis only.

15.3. Development and deployment may cause temporary disruptions (e.g., DNS propagation).

16.1. The Services may depend on Third‑Party Services (e.g., hosting, domains, email, analytics, payment gateways). Those services are subject to their providers’ terms, fees and SLAs.

16.2. We are not responsible for outages or losses caused by Third‑Party Services or by your failure to maintain accounts in good standing.

17.1. Except as required by law or expressly stated, the Services and Deliverables are provided “as is” and we exclude all implied warranties (including fitness for purpose).

17.2. Business Purposes. The parties agree you are acquiring the Services for business purposes and the Consumer Guarantees Act 1993 does not apply. To the extent permitted by law, you also agree that the Fair Trading Act 1986 is contracted out of, to the extent it would otherwise apply.

17.3. We do not warrant compliance with specific standards (e.g., WCAG/Accessibility, PCI‑DSS) unless expressly stated in an SOW.

18.1. To the maximum extent permitted by law, our total aggregate liability arising under or in connection with the Agreement (whether in contract, tort including negligence, or otherwise) is limited to the fees paid by you to us in the 12 months before the event giving rise to liability (or NZD $5,000, whichever is higher).

18.2. We are not liable for indirect, special, incidental or consequential loss, loss of profit, revenue, goodwill, data, or business interruption.

18.3. Nothing in this Agreement limits liability that cannot be excluded by law.

19.1. You indemnify us against claims, losses, and costs arising from: (a) your content or instructions; (b) your breach of law or this Agreement; or (c) alleged infringement caused by materials you provide.

19.2. We indemnify you against third‑party claims that the Deliverables (as supplied by us, excluding your materials and third‑party components) infringe NZ IP rights, provided you promptly notify us and allow us to control the defence. Our liability under this clause is subject to the limitations in clause 18.

20.1. You must not use the Services or Deliverables for illegal, harmful, deceptive or infringing purposes, including spam/malware distribution, harassment, or content that is defamatory, obscene, or promotes violence or discrimination.

20.2. If we reasonably suspect illegal activity, we may suspend Services and, where required by law, report it to the appropriate authorities.

21.1. This Agreement starts when you first use the Services and continues until terminated.

21.2. Either party may terminate for convenience on 30 days’ notice (subscriptions end per clause 8).

21.3. Either party may terminate immediately for material breach not remedied within 10 Business Days of written notice.

21.4. On termination or suspension, access to our licences and complimentary Services ends. Fees already paid are non‑refundable unless required by law.

22.1. On request and subject to payment of all amounts due, we will provide a reasonable export of site files/content and the registrar transfer code (UDAI/EPP) if we hold it, and reasonable DNS change assistance.

22.2. We may charge our standard rates for off‑boarding time and for any custom extraction packaging you request.

22.3. When moving away from Localist, you agree to migrate the website to your own hosting and service providers and to procure your own premium theme/plugin licences. We can provide reasonable assistance with export, DNS updates, and guidance on re-licensing at our standard rates.

23.1. Neither party is liable for delay or failure caused by events beyond its reasonable control (including natural disasters, war, strikes, internet or utility failures, major platform outages).

25.1. We provide the Services as an independent contractor. Nothing in this Agreement creates a partnership, joint venture or agency.

25.2. We may subcontract aspects of the Services (including to offshore providers). We remain responsible for our obligations to you.

26.1. This Agreement is governed by New Zealand law. The parties submit to the non‑exclusive jurisdiction of the New Zealand courts.

26.2. If a dispute arises, the parties will first negotiate in good faith, then refer the dispute to mediation in New Zealand (AMINZ rules) before commencing court or arbitration (urgent injunctive relief excepted).

28.1. We may update these Terms by posting a new version and/or notifying you. Your continued use after the effective date constitutes acceptance.

28.2. We may assign or novate our rights/obligations to an affiliate or successor as part of a reorganisation, merger or sale. You may not assign without our consent (not unreasonably withheld).

29.1. If any provision is unenforceable, it will be modified to the minimum extent necessary or severed; the remainder stays in force.

29.2. A failure or delay to enforce is not a waiver.

29.3. This Agreement is the entire agreement and supersedes prior discussions.

30.1. Click‑throughs, checkbox acceptance, and other electronic actions are legally binding under NZ law.

31.1. You confirm you are not on any NZ, US, EU or UN sanctions list and will not use the Services contrary to applicable export/sanctions laws.

Schedule A – Service‑Specific Terms (Web Build)

A1. Discovery & Acceptance. We will provide a staging/demo for review. You have 10 Business Days from delivery to provide a written list of material defects that deviate from the agreed scope. Fixes for accepted defects are included; enhancements or new requests are billed as variations. Deemed acceptance occurs if (i) we do not receive a written defect list within that period, or (ii) you authorise go-live, whichever happens first.

A2. Content & Placeholders. If content is not supplied by the agreed date, we may use reasonable placeholders to maintain momentum. Rework due to late content may be billed.

A3. Go‑Live. You authorise DNS changes and releases. We will make reasonable efforts to schedule go‑live at low‑traffic windows if requested in advance.

Schedule B – Support & Fair Use

B1. Hours & Channels. Business hours support via ticket/email; urgent incidents best‑efforts only.

B2. Fair Use. Where a plan includes “unlimited” or complimentary support, usage must be reasonable. We may throttle, prioritise, or recommend a paid plan if usage is excessive or impacts other customers.

Schedule C – Payment Gateways & Compliance

C1. PCI-DSS. Payment card data must be handled only through approved PCI-compliant gateways (e.g., Stripe) using hosted checkout or tokenised fields. Localist does not collect, store, or process cardholder data on its servers. You must not collect card data on your systems unless you have independently achieved and maintain PCI-DSS compliance for the relevant scope.

C2. Email & SMS. You are responsible for compliance with the Unsolicited Electronic Messages Act 2007 and other marketing laws.