Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the website at vibely.co.nz (“Website”) and any services provided by Vibely (“we”, “us”, or “our”), a New Zealand-based digital automation and web development company.

By accessing our Website or engaging our services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our Website or services.

These Terms are governed by and construed in accordance with the laws of New Zealand, including but not limited to the Contract and Commercial Law Act 2017 and the Consumer Guarantees Act 1993 where applicable.

Vibely provides digital services including, but not limited to: website design and development, automation systems, landing page development, SEO setup, digital strategy consulting, and ongoing maintenance services (“Services”).

The specific scope, deliverables, timeline, and pricing for each engagement will be outlined in a separate Statement of Work, project proposal, or service agreement (collectively, “Project Agreement”). In the event of any conflict between these Terms and a Project Agreement, the Project Agreement shall prevail to the extent of the conflict.

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time with reasonable notice.

Fees for Services are as set out in the applicable Project Agreement or as quoted in writing. Unless otherwise agreed, invoices are due and payable within 14 days of the invoice date.

Payments must be made in New Zealand Dollars (NZD) unless otherwise agreed in writing. We accept payment via bank transfer and other methods specified at the time of engagement.

We reserve the right to suspend or withhold delivery of work where payment is overdue. Interest may be charged on overdue amounts at the rate of 2% per month, calculated daily.

All prices are exclusive of Goods and Services Tax (GST) unless stated otherwise. GST will be added where applicable under the Goods and Services Tax Act 1985.

You agree to:

• Provide accurate, complete, and timely information and materials required for us to deliver the Services
• Review and provide feedback on deliverables within the timeframes agreed in the Project Agreement
• Ensure that any materials, content, or assets you supply do not infringe the intellectual property rights or other rights of any third party
• Obtain any necessary licences, permissions, or consents required in connection with content or materials you provide
• Maintain appropriate security for any login credentials or access we provide

Delays caused by your failure to fulfil these responsibilities may affect project timelines and may result in additional charges.

Client content: You retain ownership of all content, data, and materials you provide to us. You grant us a licence to use such materials solely for the purpose of providing the Services.

Deliverables: Upon receipt of full payment, we assign to you all intellectual property rights in the final deliverables specifically created for you under a Project Agreement, excluding any pre-existing materials, tools, frameworks, libraries, or third-party components incorporated into the work.

Our tools and systems: We retain ownership of all tools, methodologies, workflows, automation systems, templates, and proprietary technologies used in the delivery of Services. Nothing in these Terms transfers ownership of these to you.

Portfolio: We reserve the right to display completed work in our portfolio and marketing materials unless you notify us in writing that you require confidentiality.

Each party agrees to keep confidential any non-public information disclosed by the other party in connection with the Services, and to use such information only for the purpose of performing obligations under these Terms.

This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law or regulatory authority.

We warrant that Services will be provided with reasonable care and skill. We do not warrant that our Website or any deliverables will be error-free, uninterrupted, or fit for any particular purpose beyond what is agreed in the Project Agreement.

To the extent permitted by law (including the Consumer Guarantees Act 1993 where you are a consumer), we exclude all implied warranties, representations, or conditions not expressly stated in these Terms.

Where you are acquiring Services for business purposes, the Consumer Guarantees Act 1993 may not apply, and you agree that its provisions are excluded.

To the fullest extent permitted by New Zealand law, our total liability to you for any claim arising out of or in connection with these Terms or the Services shall not exceed the total fees paid by you for the relevant Services in the 12 months preceding the claim.

We will not be liable for any indirect, incidental, consequential, or special loss or damage, including loss of profit, revenue, business, or data, whether arising in contract, tort (including negligence), or otherwise, even if we have been advised of the possibility of such loss.

Nothing in these Terms limits liability for fraud, death, or personal injury caused by our negligence, or any other liability that cannot be excluded under New Zealand law.

Either party may terminate a Project Agreement by providing written notice if the other party materially breaches these Terms and fails to remedy the breach within 14 days of written notice.

We may suspend or terminate access to our Website or Services immediately if we believe you have violated these Terms, engaged in fraudulent activity, or caused harm to us or third parties.

Upon termination, you shall pay all outstanding fees for Services delivered up to the date of termination. Clauses relating to intellectual property, confidentiality, and limitation of liability survive termination.

You agree to use our Website only for lawful purposes and in a manner that does not infringe the rights of others or restrict or inhibit their use and enjoyment of the Website.

You must not attempt to gain unauthorised access to any part of our Website, its servers, or any related system. You must not transmit any harmful, offensive, or disruptive content through the Website.

We reserve the right to restrict access to our Website at any time without notice.

Our Website may contain links to third-party websites or services. These links are provided for your convenience only. We do not endorse, control, or take responsibility for the content, privacy practices, or terms of any third-party sites.

Your use of third-party services (such as payment processors, hosting platforms, or integrations) is governed by the terms and privacy policies of those providers.

We may update these Terms from time to time. When we do, we will update the “Last updated” date at the top of this page. Continued use of our Website or Services after any changes constitutes your acceptance of the updated Terms.

We will endeavour to provide reasonable notice of material changes. For ongoing engagements, changes to these Terms will apply to new Projects initiated after the date of the update.

These Terms are governed by the laws of New Zealand. Any dispute arising under or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the New Zealand courts.

Before initiating formal proceedings, the parties agree to attempt to resolve any dispute in good faith through direct negotiation for a period of 30 days.

If you have questions or concerns about these Terms, please contact us at: