Terms of service

Professional Services Agreement

These Terms & Conditions govern the relationship between Rhys Ambler, trading as Elite Spec ("Elite Spec", "we", "us" or "our"), a sole trader based in New Zealand, and the Client. Please review them carefully before engaging our Services.

Last updated: 10 September 2026

1. Definitions and interpretation

1.1 "Agreement" means these Terms & Conditions together with any Statement of Work, proposal, order form, subscription plan, or change order executed by the parties. 1.2 "Client", "you", or "your" means the entity entering into the Agreement with Elite Spec. 1.3 "Deliverables" means the work product, materials, or outputs created by Elite Spec in the course of providing the Services, excluding Elite Spec Tools. 1.4 "Elite Spec Tools" means any pre-existing or independently developed software, frameworks, templates, processes, know-how, or other materials used to deliver the Services. 1.5 "Services" means the website, hosting, automation, consultation, and related services described in an applicable Statement of Work or subscription plan. 1.6 Headings are for convenience only and do not affect interpretation. A reference to writing includes email.

2. Engagement and statements of work

2.1 Elite Spec will perform the Services described in each Statement of Work ("SOW"). Each SOW is subject to these Terms & Conditions. 2.2 In case of conflict between the SOW and these Terms, the SOW prevails to the extent of the inconsistency for the Services it covers. 2.3 Proposals are valid for thirty (30) days unless otherwise stated. A binding contract arises when the Client signs the SOW, pays a required deposit, or otherwise provides written acceptance.

3. Change control

3.1 Either party may request changes to the scope, timeline, or Deliverables. 3.2 If a change affects fees or schedule, the parties will execute a written change order detailing the revised scope, fees, and timeline. Elite Spec is not obligated to perform out-of-scope work until a change order is agreed.

4. Client obligations

4.1 The Client will provide accurate and complete information, approvals, content, brand assets, third-party access, and timely feedback as reasonably required for Elite Spec to perform the Services. 4.2 The Client warrants it has obtained all necessary rights and permissions to provide the content, data, and third-party integrations supplied to Elite Spec. 4.3 Delays caused by the Client's failure to provide information or approvals may result in revised timelines and additional charges.

5. Fees, invoicing, and payment

5.1 Fees are specified in the applicable SOW or subscription plan. Unless otherwise stated, project invoices are payable 50% upfront and 50% on delivery, and subscription fees are billed monthly in advance. 5.2 Invoices are due within seven (7) days of the invoice date. Late payments may incur interest at 1.5% per month (or the maximum allowed by law) and Elite Spec may suspend the Services until payment is made. 5.3 Fees are exclusive of taxes. The Client is responsible for any applicable GST, VAT, or similar taxes.

6. Timelines and scheduling

6.1 Elite Spec will use commercially reasonable efforts to meet agreed timelines. 6.2 Timelines are estimates and are contingent on the Client providing necessary materials, approvals, and access when requested. Elite Spec is not responsible for delays outside its reasonable control.

7. Acceptance

7.1 Deliverables are deemed accepted when the Client provides written approval, deploys the Deliverable to production, or ten (10) days have elapsed since delivery without written notice of a material non-conformance. 7.2 The Client must provide detailed written reasons for any rejection so Elite Spec can address them. Minor or cosmetic issues that do not materially affect functionality are not grounds for rejection.

8. Hosting, maintenance, and availability

8.1 If hosting or managed services are included, Elite Spec will use reputable infrastructure providers and apply reasonable efforts to maintain availability. Planned maintenance windows will be communicated where practicable. 8.2 Elite Spec is not responsible for outages or performance issues caused by third-party providers, force majeure events, or Client-authorised changes. Service Level targets, if any, will be set out in the applicable SOW.

9. Third-party services

9.1 Elite Spec may recommend or integrate third-party services (e.g., payment gateways, booking tools, automation platforms). The Client's use of those services is subject to the third party's terms and privacy policy. 9.2 Elite Spec is not liable for issues arising from third-party services unless caused by Elite Spec's negligence.

10. Intellectual property rights

10.1 Upon receipt of full payment, Elite Spec grants the Client a perpetual, non-exclusive licence to use the Deliverables for the Client's internal business purposes. 10.2 Elite Spec retains ownership of Elite Spec Tools, including generic components, code libraries, frameworks, and methodologies developed or used in delivering the Services. Nothing in this Agreement transfers ownership of Elite Spec Tools. 10.3 The Client grants Elite Spec a non-exclusive, royalty-free licence to use the Client's logos and project summary in Elite Spec's portfolio and marketing materials, unless the Client opts out in writing.

11. Confidentiality

11.1 Each party agrees to keep the other party's Confidential Information confidential and use it solely for performance of the Agreement. Confidential Information includes non-public business, technical, or financial information. 11.2 Obligations do not apply to information that is public, independently developed, already known, or disclosed under legal obligation, provided notice is given where legally permitted. 11.3 This clause survives termination of the Agreement.

12. Data protection

12.1 Each party will comply with applicable privacy laws. Elite Spec's processing of personal information is governed by the Privacy Policy. 12.2 If the Services require data processing on behalf of the Client, the parties will execute additional data processing terms where required.

13. Warranties

13.1 Elite Spec warrants that it will perform the Services in a professional and workmanlike manner. 13.2 Except as expressly stated, the Services and Deliverables are provided "as is". Elite Spec disclaims all other warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

14. Indemnity

14.1 The Client indemnifies Elite Spec against claims arising from: (a) Client-supplied materials infringing third-party rights; (b) misuse of the Services by the Client; and (c) breach of the Agreement by the Client. 14.2 Elite Spec indemnifies the Client against third-party claims alleging that Deliverables developed by Elite Spec infringe intellectual property rights, provided the Client promptly notifies Elite Spec and allows Elite Spec to control the defence.

15. Limitation of liability

15.1 To the fullest extent permitted by law, Elite Spec's total aggregate liability arising out of or relating to the Agreement is limited to the fees paid by the Client to Elite Spec in the three (3) months immediately preceding the event giving rise to liability. 15.2 Elite Spec will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, revenue, goodwill, data, or business interruption, even if advised of the possibility of such damages.

16. Force majeure

16.1 Neither party is liable for delay or failure to perform due to events beyond its reasonable control, including natural disasters, pandemics, labour disputes, power failures, or governmental actions. 16.2 The affected party will notify the other party and use commercially reasonable efforts to resume performance.

17. Term and termination

17.1 The Agreement commences on the Effective Date and continues until the Services are completed or terminated. 17.2 Either party may terminate for convenience on thirty (30) days' written notice for month-to-month subscriptions, subject to payment of outstanding fees. 17.3 Either party may terminate immediately for material breach if the breach is not remedied within fourteen (14) days of written notice. 17.4 Upon termination, the Client will pay for Services performed up to the termination date. Elite Spec will deliver any completed Deliverables and provide reasonable transition assistance at its standard rates.

18. Survival

18.1 Clauses relating to fees, intellectual property, confidentiality, privacy, limitation of liability, indemnity, non-solicitation, and any other provisions which by their nature should survive, will survive termination.

19. Non-solicitation

19.1 During the engagement and for twelve (12) months thereafter, neither party will solicit for employment any employee or specialist contractor of the other party who was materially involved in the Services, without prior written consent.

20. Notices

20.1 Notices must be in writing and delivered by email or courier to the addresses specified in the SOW. Notices are deemed received when sent if by email (provided no delivery failure notice is received) or three days after dispatch if by courier.

21. Governing law and jurisdiction

21.1 This Agreement is governed by the laws of New Zealand. 21.2 The parties submit to the exclusive jurisdiction of the courts of New Zealand for any dispute that cannot be resolved through negotiation or mediation.

22. General

22.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements relating to the subject matter. 22.2 Amendments must be in writing and signed by both parties. 22.3 If any provision is held invalid, the remaining provisions remain in full force and effect. 22.4 Neither party may assign the Agreement without the other's prior written consent, except to a successor in interest.