Transform Ideas Into Market Reality

2.1 Deposit

A 50 percent deposit of the total project fee is required before work begins, unless otherwise agreed in writing through a payment plan.

2.2 Balance

The remaining balance is due upon project completion, before deployment, delivery, or transfer of ownership of code, designs, or related assets.

2.3 Late Fees and Enforcement

Payments not received by the due date will incur:

• • 5 percent late fee if payment is more than 7 days overdue
• • 10 percent late fee if payment is up to 30 days overdue

If payment remains outstanding beyond 30 days, the account may be referred to a debt-collection agency or resolved through binding arbitration in accordance with Clause 8. All collection costs, arbitration fees, and reasonable legal expenses will be payable by the Client. The Developer may also suspend or revoke access to all deliverables until payment is made in full.

4.1 Client-Specific Code

All code, designs, and assets created specifically for the Client under this agreement become the property of the Client upon full payment.

4.2 Pre-Existing or Proprietary Code

The Developer retains full ownership of all pre-existing code, libraries, frameworks, or proprietary tools developed prior to or independently of the Client's project.

If such code is incorporated into the Client's deliverable, it may be:

• • Licensed to the Client for use within the delivered application only, under a non-exclusive, perpetual, worldwide licence, and
• • Subject to an additional licensing fee, as outlined in the Licence Fee Schedule or the proposal/SOW.

The Client may not resell, extract, or distribute this code separately without the Developer's written consent.

4.3 Open-Source Components

Any open-source software included in the project remains governed by its respective licence terms. The Developer will identify these components where applicable.

8.1 Termination by Client

The Client may terminate the project at any time by written notice. In that event:

• • All work completed up to the termination date will be invoiced and must be paid in full.
• • Deposits are non-refundable.
• • Any unpaid balances for completed milestones are immediately due.
• • The Developer will provide all deliverables created and paid for up to that point.

8.2 Termination by Developer

The Developer may terminate or suspend work immediately by written notice if:

• • The Client fails to make a required payment within 7 days of the due date,
• • The Client is unresponsive or fails to provide required materials or feedback for more than 14 days, or
• • The Client breaches these Terms or engages in conduct that makes project completion impracticable.

In such cases, the Client remains responsible for all work completed to date and any non-recoverable costs incurred.

8.3 Effect of Termination and Dispute Resolution

Upon termination, all licences granted to the Client are revoked until full payment is received. The Developer retains ownership of all work, source code, and materials created up to that point.

If payment or contractual disputes arise and cannot be resolved within 14 days, both parties agree first to good-faith negotiation, then to binding arbitration in New Zealand under the Arbitration Act 1996. Failing settlement, the Developer may pursue debt collection or legal recovery. The Client is liable for all reasonable costs of enforcement.