// Agreements & policies
Agreements & Policies
The Be Digital Limited Terms of Engagement, and the policies and service documents that sit alongside them. These terms apply to every service we supply unless we have signed something different with you.
1. These terms and your agreement
These Terms of Engagement are between you (the customer named in our quote, proposal, order or invoice) and Be Digital Limited.
Your agreement with us is made up of these terms, any written quote, proposal or order we have both accepted, and any service schedule for a specific service such as DigitalShield, connectivity, monitoring or hardware supply. If they conflict, a signed service schedule wins, then the accepted quote, then these terms.
You accept these terms when you accept a quote, sign an order, or use a service we have started providing.
2. What we will do
We will supply the services set out in your quote or schedule with reasonable care and skill, using suitably qualified people, and within the timeframes we have agreed.
Work outside the agreed scope is chargeable. We will tell you before we do it and, unless you ask us to proceed urgently to prevent harm, we will get your approval first.
Where a service depends on a third-party platform — Microsoft, a carrier, a registry, a vendor — we provide the service around that platform. We do not control it and cannot promise performance the vendor itself does not promise.
3. What you will do
Our ability to deliver depends on a few things from you.
- Give us accurate information, and timely access to your premises, systems, accounts and people when we need it.
- Nominate an authorised contact who can approve work and confirm changes.
- Hold the licences, consents and permissions needed for what you ask us to do, including any consents required to monitor premises or workforce systems.
- Keep your own credentials secure, and tell us promptly when someone joins or leaves so access can be granted or removed.
- Meet any minimum requirements we have specified — for example supported operating systems, supported hardware, or a working internet connection.
4. Fees, invoicing and GST
Our fees are set out in your quote or schedule. All prices are in New Zealand dollars and, unless clearly stated otherwise, exclude GST.
Recurring services such as DigitalShield, licensing, connectivity and monitoring are invoiced monthly in advance. Project work is invoiced on the milestones set out in the quote, or on completion. Hardware is invoiced on supply.
Third-party costs — Microsoft licences, carrier charges, domain fees, hardware — are shown separately from our own fees, so you can always see what goes to a vendor and what pays for our people.
Payment is due by the 20th of the month following the date of invoice, unless your quote says otherwise.
5. Late payment
If an invoice is overdue we may charge interest at 1.5% per month on the unpaid amount, and we may recover the reasonable costs of collection, including debt collection agency and legal costs.
If an account remains overdue after we have given you written notice and a reasonable chance to fix it, we may suspend services. We will not suspend a service where doing so would create a safety risk, and we will restore service promptly once the account is cleared.
6. Price changes
We may adjust recurring fees once in any 12-month period, or at any time if a vendor changes the underlying cost to us, or if a tax or levy changes. We will give you at least 30 days written notice.
If a price increase is not acceptable to you, you may cancel the affected recurring service by written notice before the increase takes effect, without penalty.
7. Hardware: title and risk
Risk in hardware passes to you on delivery. Title stays with us until we have been paid in full for that hardware.
Until title passes you must keep the hardware identifiable and insured. These terms create a security interest under the Personal Property Securities Act 1999, and you agree to do what is reasonably needed for us to register and enforce it.
Hardware carries the manufacturer’s warranty. We will help you make a warranty claim, but we are not the manufacturer and do not extend the manufacturer’s warranty.
8. Third-party products and terms
Where we licence or resell a third-party product, that vendor’s terms apply to your use of it, and by asking us to supply it you agree to those terms. We will tell you which product we are proposing before you commit.
You own the licences and subscriptions we procure for you. If you leave us, they go with you.
9. Your data, and backups
You own your data. We claim no rights in it beyond what we need to deliver the service.
Where backup is part of your service, we configure it, monitor it and test restores on the schedule in your schedule. Backup is a recovery measure, not a guarantee against every form of loss — recovery points and recovery times are as specified in your service schedule.
On termination we will, at your request made within 30 days, provide a copy of your data in a reasonable format and give you the documentation and access needed to move on. Reasonable assistance beyond that is chargeable at our standard rates.
10. Confidentiality
Each of us will keep the other’s confidential information confidential, use it only for the purposes of the agreement, and protect it with at least the care we use for our own. This does not apply to information that is public, already known, independently developed, or required to be disclosed by law.
These obligations continue after the agreement ends.
11. Intellectual property
Each of us keeps the intellectual property we had before the engagement, and anything we develop independently of it.
Where we build something specifically for you and your quote says so, the intellectual property in that deliverable transfers to you once you have paid for it in full. Our tools, templates, methods, configurations and know-how remain ours, and we grant you a licence to use them as part of the deliverable.
12. Security and incidents
We apply the security controls described in your service schedule. No control set makes any business immune from attack, and we do not warrant that your systems will never be compromised.
If we become aware of a security incident affecting your services we will tell you promptly, help you contain it, and support any notification you need to make under the Privacy Act 2020.
13. Consumer Guarantees Act and Fair Trading Act
Where you acquire our services for business purposes, you and we agree that the Consumer Guarantees Act 1993 does not apply, and that sections 9, 12A and 13 of the Fair Trading Act 1986 do not apply, and that it is fair and reasonable for us to contract out of them.
If you acquire our services as a consumer rather than for business purposes, nothing in these terms limits the rights the Consumer Guarantees Act 1993 gives you.
14. Liability
Neither of us is liable to the other for indirect or consequential loss, or for loss of profit, revenue, goodwill, anticipated savings, or loss or corruption of data, however caused.
Our total liability to you, in contract, tort (including negligence), equity or otherwise, is limited in aggregate to the total charges paid by you to us under the relevant service in the 12 months before the event giving rise to the claim.
These limits do not apply to your obligation to pay us, to either party’s breach of confidentiality, or to liability that cannot lawfully be limited.
15. Term, suspension and termination
Recurring services continue until either of us gives 30 days written notice, unless your schedule states a fixed term. Project work ends on completion.
Either of us may terminate immediately if the other commits a material breach and fails to remedy it within 14 days of written notice, or becomes insolvent.
We may suspend a service immediately where it is being used unlawfully, where it threatens the security or stability of our network or another customer, or where a vendor requires it. We will tell you why and restore service as soon as the cause is resolved.
On termination you must pay for everything supplied up to the termination date, including committed third-party costs we cannot cancel.
16. Staff
Neither of us will directly solicit and employ the other’s staff who have been involved in the engagement, during it and for six months afterwards, without the other’s written consent. This does not prevent general advertising or hiring someone who responds to it.
17. Force majeure
Neither of us is liable for failing to perform because of something genuinely outside our reasonable control — a natural event, a national emergency, a carrier or vendor outage, or a failure of infrastructure we do not operate. The affected obligations are suspended while the event continues, and we will keep you informed.
18. Resolving a problem
If something goes wrong, tell us. Raise it with your account contact or email admin@bedigital.co.nz, and we will respond and try to resolve it directly, because that is faster and cheaper for both of us.
If we cannot resolve it, both of us will attempt mediation in good faith before starting court proceedings, unless urgent relief is needed. Neither of us is prevented from seeking an injunction.
19. General
We may subcontract parts of a service, and we remain responsible for the work. You may not transfer your agreement without our written consent, which we will not unreasonably withhold.
Notices must be in writing and may be sent by email to the addresses each of us last notified.
If a clause is unenforceable it is severed and the rest continues. A failure to enforce a right is not a waiver of it.
These terms are governed by the laws of New Zealand and both of us submit to the non-exclusive jurisdiction of the New Zealand courts.
Need these terms in a signed agreement?
We will send the current Terms of Engagement and the service schedule for whatever you are considering, so your lawyer can read them before you commit.
