Terms of Trade

These Terms of Trade (“Terms”) apply to all services provided by Montage (“we”, “us”, “our”) to any client (“you”, “your”), unless otherwise agreed in writing.

By engaging us to provide services, you agree to be bound by these Terms.

1.1 We will provide services as outlined in a written proposal, scope of work, statement of work, engagement letter, or other agreed documentation (“Services”).

1.2 The scope, deliverables, pricing and timelines will be defined in the applicable proposal or agreement.

1.3 Any variation to the agreed scope must be agreed in writing and may result in additional charges and revised timelines.

2.1 All fees are as specified in the relevant proposal or agreement and are exclusive of GST unless stated otherwise.

2.2 Invoices are payable within 14 days from the invoice date unless otherwise agreed in writing.

2.3 We may require a deposit or staged payments prior to commencing or continuing work.

2.4 If payment is not received by the due date, we may:

• suspend services
• withhold deliverables
• charge interest on overdue amounts at a rate of 2% per month (or the maximum permitted by law)
• recover any costs incurred in collecting overdue amounts

3.1 You agree to:

• provide accurate and complete information
• provide timely feedback and approvals
• ensure key decision-makers are available when required
• comply with all applicable laws and regulations

3.2 Delays caused by failure to provide information, approvals or access may result in revised timelines and additional charges.

4.1 Work outside the agreed scope will be treated as a variation.

4.2 Variations must be agreed in writing before commencement.

4.3 Additional work will be charged at our standard hourly rates or as otherwise agreed.

5.1 Unless otherwise agreed in writing, all pre-existing intellectual property owned by Montage remains our property.

5.2 Upon full payment of all fees, you are granted a non-exclusive, non-transferable licence to use deliverables created specifically for you for your internal business purposes.

5.3 We retain ownership of all methodologies, systems, frameworks, tools, templates and know-how used in delivering the Services.

5.4 We may reference your business name and high-level project description in our marketing materials unless you request otherwise in writing.

6.1 Each party agrees to keep confidential all non-public information disclosed in connection with the Services.

6.2 Confidential information may only be used for the purpose of delivering or receiving the Services.

6.3 This clause survives termination of the agreement.

7.1 To the maximum extent permitted by law:

• Our total liability arising out of or in connection with the Services is limited to the total fees paid by you for the Services in the preceding 6 months.
• We are not liable for any indirect, consequential or special loss, including loss of profit, revenue, opportunity, or business interruption.

7.2 We are not responsible for:

• third-party platforms, software, tools or services
• client-supplied data, materials or instructions
• decisions made by you based on our advice

8.1 We warrant that Services will be performed with reasonable care and skill.

8.2 Except as expressly stated, we give no other warranties, whether express or implied, including fitness for purpose.

9.1 Where the Services involve third-party software, cloud services or platforms, you acknowledge that:

• those services are subject to the third party’s own terms
• we are not responsible for their availability, security or performance

9.2 Any fees payable to third-party providers are your responsibility unless expressly agreed otherwise.

10.1 Either party may terminate an engagement by written notice where:

• the other party commits a material breach and fails to remedy it within 14 days; or
• the other party becomes insolvent.

10.2 Either party may terminate for convenience by giving 30 days’ written notice unless otherwise agreed.

10.3 Upon termination:

• all outstanding invoices become immediately payable
• you must pay for all work completed up to the termination date
• we may suspend access to systems or deliverables

We are not liable for failure or delay in performing obligations due to events beyond our reasonable control, including natural disasters, government actions, internet outages, or supplier failures.

If you are acquiring our Services for business purposes, you agree that the Consumer Guarantees Act 1993 does not apply to the extent permitted by law.

13.1 In the event of a dispute, both parties agree to attempt to resolve the matter in good faith.

13.2 If unresolved, the parties may agree to mediation before commencing legal proceedings.

These Terms are governed by the laws of New Zealand. The courts of New Zealand have exclusive jurisdiction.

We may update these Terms from time to time. The current version will be published on our website and will apply to engagements entered into after publication.