Terms of Business

01 Application

• 1.1
  Application. These Terms apply to all Services supplied by Monocula Limited ("Monocula") to the Client (as defined below), unless there is a separate written agreement signed by both parties which excludes these Terms.
• 1.2
  Agreement. Subject to clause 1.1:

  • a.by signing a SOW or Order Form, the Client agrees to these Terms; and
  • b.the Agreement between the parties is formed when a SOW or Order Form is signed by both parties.
• 1.3
  Exclusion of Client terms. The Agreement applies to the exclusion of any standard or other terms the Client may have for the purchase of goods or services, including any terms the Client may have included in any purchase order issued by the Client.

02 Changes

• 2.1
  Changes to Terms. Monocula may change these Terms at any time by notifying the Client of the change by posting a notice on the Website. Unless otherwise agreed in writing, any change applies only to SOWs or Order Forms entered into following that date. The Client is responsible for ensuring it is familiar with the latest Terms. The Client will be bound by the changed Terms if, from the date on which the Terms are changed, the Client signs a SOW or Order Form.
• 2.2
  Last updated. These Terms were last updated on March 2026.

03 Definitions

• 3.1
  Definitions. In the Agreement the following words have these meanings unless the contrary intention appears:

• 3.2
  Precedence. If there is any conflict between these Terms and a SOW or Order Form, these Terms prevail unless expressly stated otherwise in the SOW or Order Form.

04 Delivery of Professional Services

• 4.1
  Ordering Professional Services. Professional Services may be ordered by the Client pursuant to an Order Form or SOW describing the work to be performed, Fees and any applicable milestones, dependencies and other technical specifications. Each SOW or Order Form must be signed by both parties before Monocula will commence work under the applicable Order Form or SOW.
• 4.2
  Standard of Professional Services. Monocula will provide Professional Services using reasonable commercial endeavours to achieve any timescales specified in the Order Form or SOW and will perform all Professional Services in a professional and workmanlike manner.
• 4.3
  Completion. Subject to the terms of the applicable Order Form or SOW, Monocula will be deemed to have completed the Professional Services: (a) when Monocula has complied with the acceptance/completion criteria specified; (b) if no criteria have been specified, when Monocula notifies the Client of completion; or (c) where the Professional Services are provided on a time and materials basis, when time and materials have been furnished.

05 Third Party Products

Monocula will arrange for the Third Party Provider to provide the Third Party Products to the Client. The Third Party Products will be provided subject to the terms required by the applicable Third Party Provider, as amended from time to time ("Third Party Terms"). The Client must comply with all Third-Party Terms.

In no event will Monocula have any liability with respect to the Third Party Products or for any failure of a Third Party Provider to comply with the applicable Third-Party Terms. Monocula will notify the Client as soon as reasonably practicable if Monocula is no longer able to provide all or part of the Third Party Products.

06 Payment

• 6.1
  Fees and Payment. The Client will pay the Fees as set forth in the applicable Order Form or SOW. Unless otherwise expressly stated, all Fees are due within 20 days of the month following the month of the Client receiving an invoice from Monocula. All payments are non-refundable and will be made without right of set-off or chargeback.
• 6.2
  Late payment. Any late payment will accrue interest at the lesser of (a) one and one-half percent per month or (b) the highest rate allowed by applicable law, compounding until payment is received in full. If payment of any Fee is overdue, Monocula may suspend provision of any Services until the applicable Fee (together with any interest accrued) is paid in full.
• 6.3
  Taxes. All taxes, duties, fees or other government levies incurred by Monocula as a result of the Agreement (other than taxes on Monocula's profits or income) will be paid by the Client. Fees are stated exclusive of GST, which will be charged at the rate prevailing at the time of supply.
• 6.4
  Fee variations.

  • a) For Third Party Products on a recurring subscription model, Monocula may increase Fees from the start of a subscription period (but not the first) by giving the Client 90 days' notice. If the Client does not wish to pay the increased Fees, it may terminate its subscription in accordance with the non-renewal provisions in the applicable Order Form.
  • b) If a Third Party Provider increases the price charged to Monocula, Monocula may increase the Fees for that Third Party Product by giving 45 days' notice. Where such increase materially increases the amount payable and the Client does not wish to pay the increased Fees, the Client may terminate the applicable Third Party Product on not less than 30 days' notice, provided the notice is received before the effective date of the increase.
  • c) Fees may also be varied from time to time by agreement in writing between the parties.

07 Intellectual Property

• 7.1
  Retained Intellectual Property. Intellectual Property that existed prior to the date of the applicable Order Form or SOW, or that was developed independently of the Agreement (including any modification, enhancement or derivative work thereof), remains the property of the current owner, regardless of its use in the Services.
• 7.2
  Know-how. To the extent not owned by Monocula, the Client grants Monocula a royalty-free, transferable, irrevocable and perpetual licence to use for Monocula's own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by Monocula in the provision of the Services.
• 7.3
  Ownership. The Client will have a licence right to use or access any work product delivered as part of the Professional Services, solely for its internal business purposes. Subject to clause 7.1, Monocula will retain all right, title and interest in and to any such work product and results and any derivative, enhancement or modification thereof.

• 8.1
  General. Monocula warrants that the Professional Services will, at the time they are provided, materially conform to any requirement set out in the SOW or Order Form.
• 8.2
  Breach of warranty. If the Professional Services do not meet a warranty, at the Client's request and at Monocula's cost, Monocula must reperform the Professional Services so that they meet or satisfy that warranty. Monocula's obligation under this clause 8.2 is the Client's sole remedy for breach of warranty.
• 8.3
  Exclusion of warranties. Except as set out in this clause 8, and to the maximum extent permitted by law, the Services are provided on an "as is" and "as available" basis. Monocula disclaims all other warranties (statutory, express or implied) not expressly referred to in the Agreement, including warranties of merchantability, fitness for a particular purpose, availability or uninterrupted supply. The Consumer Guarantees Act 1993 does not apply to the supply of the Services.
• 8.4
  Third Party Products. The Client's rights and remedies in respect of the Third Party Products are solely and exclusively against the Third Party Provider. Monocula will pass through any warranties given by the Third Party Provider but does not itself give any warranties in relation to the Third Party Products.

09 Liability

• 9.1
  Exclusion of certain damages. Monocula will not be liable under or in connection with the Agreement for any loss of profits, revenue, reputation, business opportunity, anticipated savings or anticipated gains, any business interruption, any loss or corruption of data, any introduction of or exposure to malware, any special or punitive damages, or any indirect or consequential loss, whether in contract, tort (including negligence), strict liability or otherwise, even if informed of the possibility of such liability or loss in advance.
• 9.2
  Cap on liability. A party's entire liability to the other party, whether in contract, tort (including negligence), or otherwise, shall in no circumstances exceed the lesser of: (a) the amount actually paid by the Client for that part of the Services directly giving rise to the liability; or (b) the amounts actually paid by the Client during the twelve (12) month period preceding the event giving rise to the claim.
• 9.3
  Exceptions. The exclusions and limitations set out in this clause 9 will not apply to the Client's payment obligations under the Agreement or damages arising out of a party's breach of clause 10 (Confidentiality).
• 9.4
  Client's indemnity. The Client will defend, hold harmless and indemnify Monocula from and against any loss, claim, expense, damage, cost or liability suffered or incurred by Monocula arising as a consequence of, or in connection with, the Client's use of the Services.

10 Confidentiality & Privacy

• 10.1
  Confidentiality. Both parties agree to use the same degree of care and skill they would use in the protection of their own information to keep confidential any Confidential Information of the other party and to take all appropriate steps which are reasonably necessary or desirable to ensure that such confidential information is not disclosed without the prior written consent of the other party.
• 10.2
  Privacy. The parties will comply with all applicable Privacy Laws.

11 Termination

• 11.1
  Termination for breach. Either party may immediately terminate the Agreement or any Order Form or SOW (in whole or in part) if the other party materially breaches the Agreement and does not cure such breach within thirty (30) days after receipt of written notice of such breach.
• 11.2
  Termination for insolvency. Either party may immediately terminate the Agreement or any Order Form or SOW if the other party is or becomes insolvent or bankrupt, makes an assignment for the benefit of creditors, goes into receivership, or any resolution is passed or order made for the winding up or liquidation of a party.
• 11.3
  Consequences of termination.

  • a) Upon termination: (a) Monocula will immediately cease providing the Services; (b) each party must, at the other's request, return or destroy all Confidential Information of the other party in its possession or control; and (c) the Client will immediately pay any Fees accrued but unpaid for Services provided prior to the date of termination.
  • b) If an Order Form or SOW is terminated without the Agreement being terminated, the remaining portions of the Agreement (including any other Order Forms or SOWs) continue in full force and effect.
  • c) Clause 11.3a applies, with all necessary changes, to termination of an Order Form or SOW.
• 11.4
  Survival. The obligations of the parties which by their nature would continue beyond termination, cancellation, or expiration of the Agreement will survive any such termination, cancellation, or expiration.

12 General Provisions

• 12.1
  No agency. The relationship between the parties is that of independent contractors. It is not one of partnership, joint venture, agency, or any other type of relationship.
• 12.2
  Assignment. Neither party may assign any of its obligations without the prior written consent of the other party, which consent shall not be unreasonably withheld. Either party may assign the Agreement in connection with a merger, reorganisation, or a sale of the whole or a substantial part of that party's business or assets.
• 12.3
  Rights of third parties. No person other than Monocula and the Client has any right to a benefit under, or to enforce, the Agreement.
• 12.4
  Entire agreement. The Agreement constitutes the entire agreement of the parties about its subject matter and supersedes all previous agreements, understandings and negotiations on that matter. The parties agree to contract out of sections 9, 12A, and 13 of the Fair Trading Act 1986, and it is fair and reasonable that the parties are bound by this clause 12.4.
• 12.5
  Severability. The illegality, invalidity, or unenforceability of any provision of the Agreement shall not affect the legality, validity or enforceability of any other provision.
• 12.6
  No waiver. No exercise or failure to exercise or delay in exercising any right or remedy by a party will constitute a waiver by that party of that or any other right or remedy available to it.
• 12.7
  Variation. Except as specifically provided, no amendment to the Agreement will be effective unless it is in writing and signed by both parties.
• 12.8
  Notices. Any notice hereunder must be in writing and delivered in person or by courier, sent by email or confirmed facsimile, or mailed by certified or registered mail. If given in person, by courier or by email or fax, notice will be effective upon receipt; if given by mail, it will be effective five (5) Business Days after deposit in the mail.
• 12.9
  Governing law. The Agreement is governed by the laws of New Zealand, and the parties submit to the non-exclusive jurisdiction of the courts of New Zealand.
• 12.10
  Disputes. If a dispute arises, either party may serve a Dispute Notice on the other party. Representatives of the parties will meet within 10 Business Days of the Dispute Notice to attempt to resolve the dispute (either party may use mediation or expert opinion to assist). If the dispute is not resolved within 10 Business Days, it will be finally settled by the courts of New Zealand.
• 12.11
  Force Majeure. Each party will be excused from performance for any period during which, and to the extent that, it is prevented from performing any obligation or service (other than payment obligations) as a result of causes beyond its reasonable control, including any failure in the performance of internet services provided or controlled by a third party.
• 12.12
  Counterparts. The Agreement may be executed in counterparts including PDF and other electronic copies, each of which will be deemed an original and together will constitute the same instrument.