Terms of Service

CedarLabs Unlimited Development

Last updated: 1 October 2026
Version: 1.2

These Terms and Conditions govern CedarLabs Unlimited Development and any related services expressly included in an Order. Please read them before subscribing. They explain what the service includes, how requests and subscriptions work, and each party's responsibilities.

1. About CedarLabs and these Terms

1.1 Contracting parties

The service provider is CedarLabs, with NZBN 9429053766205. In these Terms, “CedarLabs”, “we”, “us” and “our” refer to CedarLabs.

“You”, “your” and “Customer” mean the business or person in trade identified in the Order. The person accepting the Agreement on the Customer's behalf confirms that they have authority to bind the Customer.

1.2 Business use

The Services are offered to customers acquiring them in trade for business purposes, not for personal, domestic or household use. This description does not remove any rights or protections that cannot lawfully be excluded. Section 23 addresses statutory rights.

1.3 Definitions

Agreement means these Terms, the applicable Order and any additional document expressly incorporated into that Order.

Order means a written order form, accepted proposal, statement of work, or checkout order that identifies the Customer, the Services, the fees and the start date, incorporates these Terms, and is accepted by both parties. An Order may include agreed add-ons or special conditions.

Services means the development subscription and any additional services expressly included in the Order.

Development Request means an instruction for development, investigation, maintenance or related work within the agreed scope.

Deliverables means the bespoke source code, configurations, designs, documentation and other work product created specifically for you in performing the Services, including work in progress supplied at termination. Deliverables exclude Background Materials and Third-Party Materials, although those materials may be incorporated into them.

Customer Materials means information, source code, content, assets, credentials, systems and other materials supplied by you or accessed on your behalf, including Customer Data. Customer Data means data provided or made accessible to us for the Services, including personal information.

Background Materials means tools, libraries, templates, frameworks and other intellectual property developed before the Services, developed independently without using your confidential information, or expressly identified and agreed as reusable background material before incorporation. Bespoke work does not become Background Materials merely because it could be useful to another customer.

Third-Party Materials means software, content, services and intellectual property owned or supplied by third parties, including open-source software.

Business Day means a Monday to Friday other than a public holiday observed in Auckland, New Zealand. Business Hours means 9:00 am to 5:00 pm on Business Days, in the Pacific/Auckland time zone, including applicable daylight saving.

2. Agreement and order of precedence

2.1 Acceptance

An Agreement is formed when you accept an Order incorporating these Terms and CedarLabs accepts that Order. Acceptance may be by signature, electronic acceptance or an express written exchange. We will make these Terms available before acceptance and provide a copy or link identifying the accepted version with your confirmation.

Browsing our website, making an enquiry or booking an introductory call does not by itself create a paid subscription. An invoice or purchase order does not introduce additional contractual terms unless both parties expressly accept them.

2.2 Priority between documents

A separately signed amendment prevails over the provision it expressly changes. A signed data processing agreement prevails on data protection matters. On other matters, an Order prevails over these Terms only to the extent that it expressly states a different term. These Terms otherwise prevail over incorporated policies.

The Privacy Policy describes our handling of personal information for our own business purposes; it does not reduce our confidentiality, security or Customer Data obligations under this Agreement. An operational ticket or deployment approval does not amend pricing, liability or ownership terms unless authorised representatives expressly agree to that amendment.

2.3 Existing customers

These Terms do not retrospectively replace a separately agreed contract. Their application to an existing engagement requires agreement or a valid change made under that engagement's existing terms.

3. Subscription at a glance

Unless your Order expressly states otherwise, the following defaults apply. The detailed provisions below explain each item.

4. How Unlimited Development works

4.1 Unlimited requests, finite delivery capacity

You may submit an unlimited number of eligible Development Requests and revisions while your subscription is active. We maintain a prioritised queue and progress work using the capacity included in your plan.

The subscription does not promise a particular number of hours, developers, completed tickets, features, story points or releases in a billing period. It is a managed service, not staff augmentation or the hire of a dedicated employee or contractor.

We will allocate reasonable ongoing development capacity consistent with the agreed service and progress ready requests diligently. These limitations do not permit us to collect subscription fees without providing the agreed service or to defer eligible work indefinitely without explanation.

4.2 Active work and task size

One Development Request is actively progressed at a time unless your Order includes additional concurrent capacity. We may divide a large request into reasonable tasks or milestones and explain the proposed sequence. A large project is not excluded solely because of its size, but its completion may require multiple billing periods.

Planning, investigation, development, testing, technical documentation, relevant meetings and deployment activities all form part of delivery. An investigation may produce findings or recommendations rather than working code.

A request waiting for information, approval or an external dependency may be marked blocked while we progress the next ready request. Background automated processes do not necessarily occupy the active-work slot.

4.3 Revisions and changing priorities

You may request further revisions without a separate per-revision fee, provided the work remains within the agreed service scope. Revisions use the same queue and capacity as other requests. A new objective or materially changed requirement may be treated as a new Development Request.

You determine business priorities. We determine reasonable implementation methods, technical sequencing, staffing and testing, subject to agreed requirements. Reprioritising active work may create rework or affect estimates; we will explain material consequences.

4.4 No accumulated entitlement

The subscription purchases access to the ongoing service during the billing period, not a bank of hours. Unused capacity does not accumulate or roll over. An empty queue or delayed Customer response does not automatically pause billing. Refund and service-failure rights remain as set out below.

5. Included work and exclusions

5.1 Development scope

Within the projects and supported environments agreed in your Order or subsequently accepted under section 20, requests may include application development, interface implementation, bug fixes, integrations, automation, refactoring, database changes, maintenance, technical investigation, proportionate testing, documentation and deployment assistance.

We may assess an existing application before accepting work. We will identify material access, technology, licensing or feasibility constraints as they become apparent. Unless included in your Order, this assessment is not a comprehensive security audit or certification of the existing system.

5.2 Services requiring separate agreement

The base subscription does not include managed hosting; cloud, domain or software licence charges; 24/7 monitoring or emergency incident response; guaranteed service levels; penetration testing or formal security certification; legal, regulatory or compliance certification; hardware or on-site work; dedicated personnel; or specialist creative, content-production or data-entry services unrelated to agreed development.

High-risk migrations, regulated systems and work requiring specialist qualifications may require a separately agreed scope and safeguards. Normal development planning and testing are not excluded simply because they require professional judgement.

We will obtain your written approval before charging additional fees or incurring third-party costs on your behalf. Work does not become chargeable outside the subscription merely because a request is complex or takes longer than estimated.

5.3 Declined requests

We may decline work that is unlawful, infringes third-party rights, creates an unreasonable security or safety risk, falls outside the agreed scope, or cannot reasonably be performed using our supported capabilities. We will explain the reason and, where practicable, suggest an alternative. You may continue with other eligible requests or exercise your cancellation rights.

6. Requests, estimates and communication

Submit requests through the agreed customer portal or other designated channel. Each request should describe the intended outcome, relevant context and any acceptance criteria. We may ask for clarification before starting.

A request is ready for implementation when its intended outcome, necessary access and material dependencies are sufficiently understood. Where information is incomplete, we may first undertake a discovery or investigation request through the same queue and capacity. You are not required to provide a complete technical specification before requesting discovery or investigation. We will identify material information or access needed to progress implementation.

You must nominate an authorised contact to consolidate instructions, set priorities and provide approvals. We may reasonably rely on that contact's instructions within their authority, but will seek verification for unusually sensitive, destructive or financially significant instructions.

Estimates and target dates are forecasts, not binding deadlines, unless the Order expressly identifies them as binding. Unless expressly agreed otherwise, an estimated turnaround period is measured from the agreed commencement of the relevant ready request, not merely from its submission to the queue. Complexity, legacy code, changing requirements and external dependencies can affect delivery. We will communicate material delays and revised expectations. A non-binding estimate does not remove our obligation to exercise reasonable care and progress work diligently.

The Services are primarily delivered asynchronously through the agreed request-management channel. Meetings may be arranged where reasonably necessary for delivery and form part of the subscription's delivery capacity. Unless expressly included in your Order, the subscription does not include continuous live availability, attendance at standing daily meetings, or an embedded team-member arrangement.

Routine coordination takes place during Business Hours. Work may also be performed at other times, without creating an obligation to provide continuous availability. A published response target is not a resolution guarantee. Any contractual response-time, resolution-time or uptime commitment must be expressly included in the applicable Order or service-level agreement.

7. Your responsibilities

You must provide timely, accurate requirements; necessary access and licences; relevant technical contacts; legally usable content and data; and reasonably prompt decisions and testing feedback. You are responsible for your product's business rules and for identifying material legal, regulatory, residency, accessibility and industry-specific requirements before the relevant work begins. We remain responsible for any requirements we expressly agree to implement.

Use appropriately permissioned accounts and secure credential-sharing methods. Do not send production secrets or unnecessary personal information in ordinary tickets or public channels. Tell us about other people changing the same code or infrastructure and about restrictions on access, subcontracting or tooling before access is granted.

Customer-controlled repositories, domains, hosting and third-party accounts should remain registered to and controlled by you wherever practicable. We do not require ownership of those accounts to provide the Services.

We are not responsible for delay or failure to the extent caused by missing access, inaccurate instructions, withheld approvals or other Customer dependencies, provided we notify you and take reasonable steps to reduce the impact. Subscription fees continue while the agreed service remains available and the delay is attributable to you. We will use ready alternative work where practicable.

You remain responsible for operating your business and for decisions to release or use the product. Your approval does not excuse our negligence, concealment of a known defect or breach of an expressly agreed requirement.

8. Subscription commencement, renewal and cancellation

8.1 Start and renewal

Your subscription begins on the date in the accepted Order. Required onboarding and environment familiarisation form part of the Services. If we cannot begin for a reason attributable to us, we will agree a revised start date and adjust the charges rather than bill for an unavailable service.

Unless expressly agreed otherwise, the subscription renews automatically for consecutive monthly billing periods. Your confirmation will identify the billing cycle and next renewal date and time. Where a month lacks the original billing day, renewal falls on that month's final day and returns to the original billing day when available.

A minimum term applies only if expressly stated in your Order. A price guarantee, on its own, is not a minimum term.

8.2 Cancellation by you

You may cancel renewal through an available subscription cancellation function or by emailing hello@cedarlabs.dev from an authorised account before the next billing period begins. Cancellation takes effect at the end of the current paid period. Our processing or acknowledgement delay does not invalidate a notice received on time.

We will confirm the service end date. Work continues until that date unless you instruct otherwise. You are not required to complete a retention call or obtain discretionary approval to cancel.

Cancellation does not entitle you to completion of every queued or active request. Section 25 explains handover. Except for the express refund and legal rights below, cancelling part-way through a billing period does not generate a partial-period refund.

8.3 Pausing and reactivation

There is no automatic pause for inactivity, holidays or an empty queue. A pause is effective only if we agree its dates and billing treatment in writing. You may instead cancel under section 8.2. Reactivation is subject to availability and the price and terms accepted at that time, unless a continuing guarantee expressly provides otherwise.

9. Fees, payment and price changes

9.1 Charges

The fees and currency are specified in your Order. Unless otherwise stated, fees are in United States dollars and billed monthly in advance. Applicable GST and other sales taxes are additional where permitted and will be disclosed before purchase. Each party is responsible for its own income taxes.

You are responsible for currency conversion and bank charges imposed by your payment provider. Where legally required to withhold tax, you may do so and must provide the applicable evidence; any additional gross-up obligation must be separately agreed.

No setup fee, hourly overage, transaction surcharge or expense reimbursement applies unless disclosed and agreed. There are no hourly overages merely because eligible development takes longer than anticipated.

9.2 Automatic payments and disputes

Where you choose automatic billing, you authorise recurring charges for the agreed fees and disclosed taxes until cancellation takes effect. We will provide invoices or receipts. A third-party payment processor may process payments under its own applicable terms.

Keep billing details current and notify us promptly of a genuine billing dispute with reasonable particulars. Pay undisputed amounts when due. We will investigate disputed amounts in good faith and will not suspend solely for a genuinely disputed amount while you cooperate reasonably in resolving it. We will correct billing errors and refund charges taken after an effective cancellation.

9.3 Overdue amounts

For undisputed overdue fees, we may suspend Services after giving at least five Business Days' written notice and an opportunity to pay. We may recover reasonable, documented external collection costs actually incurred where lawful, but not automatic punitive penalties. Section 24 governs suspension and termination.

9.4 Price changes and guarantees

We may change recurring fees only from a renewal occurring at least 30 calendar days after written notice. You may cancel before the increase takes effect. We will honour any price guarantee expressly included in your Order and will not reduce the agreed service merely to circumvent that guarantee.

A 12-month or other price guarantee applies only when expressly agreed. Its duration, scope and any conditions must be stated in the Order. A guarantee does not create a 12-month payment commitment unless a separate minimum term is expressly agreed. Changes to taxes required by law are treated separately from changes to our fees.

10. Refunds and service interruptions

Fees are generally not refundable merely because you change your mind, submit fewer requests, delay approvals or have unfinished work at the end of a billing period. This is subject to the following exceptions and all rights preserved by section 23.

We will refund billing errors, duplicate charges and charges taken after an effective cancellation. If we cancel for convenience, or you terminate for our material breach under section 24, we will refund prepaid fees attributable to the period after termination. Rights to remedies for earlier defective or undelivered Services are not excluded.

If the agreed service is materially unavailable for reasons attributable to us, we will agree a proportionate refund or service extension for the affected period; we will not require you to renew to use that remedy. An extension requires your agreement. Normal public holidays, agreed delivery scheduling and Customer-caused blocks are not, by themselves, service unavailability.

Refunds due under the Agreement will be processed within 10 Business Days after their amount is agreed or determined, subject to any shorter legal requirement. Your payment provider's settlement time may be additional. Nothing in this section makes a refund the exclusive remedy for our breach unless expressly and lawfully agreed.

11. Testing, review and acceptance

We will perform testing proportionate to the agreed work and notify you when a Deliverable is ready for review. You should review it within 10 Business Days, or another period agreed for the task, and describe any material failure to meet the agreed acceptance criteria. You must receive reasonable access and the information needed to test before that review period begins.

A Deliverable is accepted when you confirm acceptance or knowingly put it into normal production use, excluding agreed trials. If you do not respond within the review period, we may close the ticket administratively and progress the queue, but silence does not waive a genuine defect, extinguish a legal right or authorise a production deployment.

New requirements and preference changes are revisions or new requests. A reproducible material failure of our work to meet the agreed requirements is a defect. Minor issues that do not materially prevent intended use may be recorded for correction rather than block otherwise usable work.

The entitlement to unlimited revisions is not an unconditional satisfaction guarantee. Acceptance does not prevent further eligible revisions through the queue or correction of defects under section 12. We will not treat a defect as a new requirement merely to avoid an applicable correction obligation.

Unless expressly included, the Services do not provide exhaustive testing of all devices, configurations, historical functionality or third-party interactions. The agreed testing scope does not excuse a failure to use reasonable professional care.

12. Defects and correction

We will perform the Services with reasonable care and skill. For a reproducible defect introduced by our work and reported within 30 calendar days after the relevant Deliverable is made available to you for review, we will investigate and correct the defect without an additional development fee. You must provide reasonably available reproduction information and necessary access.

We will prioritise eligible corrections according to severity and work towards a remedy within a reasonable time. A correction may be a repair, replacement or effective workaround that meets the agreed requirements. Where the correction occupies the active-work slot, we will explain its effect on other requests. There is no guaranteed incident-resolution time unless separately agreed.

This correction obligation applies even if your subscription ends during the correction period. A timely reported defect remains eligible until addressed; you do not need to renew solely to obtain that correction. We will not intentionally defer remediation until the period expires.

The no-additional-fee correction obligation does not cover issues to the extent caused by pre-existing defects, changed requirements, third-party changes, unauthorised modifications by others, misuse, or use outside an agreed supported environment. A change by someone else does not exclude an unrelated defect in our work. Work outside this correction obligation may be submitted through an active subscription or separately quoted.

If we cannot remedy an eligible material defect within a reasonable time, the parties will discuss an appropriate alternative remedy, including a proportionate refund where appropriate, without limiting other contractual or non-excludable rights. Expiry of the 30-day period does not extinguish a claim for our breach of the Agreement or a right that cannot lawfully be limited.

13. Production changes, backups and operational control

We will follow the agreed release and approval process. Unless standing deployment authority has been expressly granted, we will obtain approval before material production changes. Access credentials alone do not authorise destructive changes, production releases or new financial commitments.

For material database, migration or infrastructure changes, we will identify significant known risks and agree appropriate backup, testing and rollback arrangements before proceeding. You must not unreasonably withhold the access needed for agreed safeguards. We may decline to proceed where the safeguards are materially inadequate.

Unless backup management is expressly included, you are responsible for maintaining and checking recoverable backups of production systems and data under your control. We are responsible for safeguards expressly allocated to us and for exercising reasonable care when working on those systems. Your backup responsibility does not release us from liability for loss caused by our breach or negligence.

An emergency change may be made without a new approval only within previously agreed emergency authority or where required by law. We will notify you promptly and document material action taken. These Terms do not authorise us to disable your product, delete your data or interfere with your accounts to enforce payment.

14. Intellectual property and source code

14.1 Customer Materials

You retain ownership of Customer Materials and grant us a limited, non-exclusive right to use them only to provide the Services and perform the Agreement. We may permit approved personnel and service providers to use them for that purpose subject to the protections in these Terms. You must have the rights and permissions necessary to provide those materials and instructions.

14.2 Bespoke Deliverables

Once you have paid the fees properly due for the billing periods and specifically agreed charges under which a Deliverable was created, we assign to you all intellectual property rights that we own in that bespoke Deliverable, including rights arising after its creation. Ownership is not conditional on paying future subscription fees or unrelated disputed invoices.

We will obtain the necessary rights from our personnel and subcontractors to give effect to this section. Where a separate signed instrument or other step is required to complete an assignment, we will promptly execute it at no additional charge. Pending completion of that step after payment, we grant you an exclusive, perpetual, irrevocable, worldwide, royalty-free, transferable and sublicensable licence to use, reproduce, modify and commercialise our rights in the bespoke Deliverable. This licence does not extend exclusive ownership over Background Materials or Third-Party Materials.

Before the relevant fees are paid, you may use supplied Deliverables for agreed testing and operation of your business pending payment, subject to these Terms. Existing Customer Materials and ownership or licences already acquired are not affected by a later payment dispute.

14.3 Background Materials

We retain ownership of Background Materials. To the extent they are incorporated into, or needed to use, a paid Deliverable, we grant you a perpetual, irrevocable, worldwide, non-exclusive, royalty-free licence to use, reproduce, modify and distribute them as part of, or as necessary to operate, maintain and develop that Deliverable. You may transfer or sublicense those rights with your product or business and to service providers working on your behalf.

This does not grant a right to sell our Background Materials as a separate competing library or product. We will not embed an undisclosed CedarLabs-controlled subscription dependency that prevents ordinary use or maintenance of your paid Deliverable after cancellation.

We may reuse general skills, techniques and non-confidential know-how, but not your confidential information, Customer Materials or exclusively owned bespoke code without permission.

14.4 Third-party and open-source components

Third-Party Materials remain subject to their applicable licences. We will identify material third-party components and known continuing licence obligations in the repository or handover information as reasonably appropriate. We will not knowingly incorporate material that we lack the right to use.

We will obtain written approval before introducing a licence that requires disclosure or licensing of your proprietary source code, or materially restricts the intended commercial use of the Deliverable. Paid third-party licences and ongoing charges also require prior approval unless already authorised in the Order.

14.5 Repository access

Where practicable, development will take place in repositories you control or can access. We will provide the source code and existing documentation forming part of your paid Deliverables, subject to third-party licence restrictions. Our internal administration records, unrelated customer information and standalone internal tools are not Deliverables.

15. AI-assisted development and automation

We may use AI-assisted coding, analysis, testing and documentation tools, alongside other development automation. These tools do not replace our responsibility for the agreed Services. We will apply human review and testing appropriate to the nature and risk of the work before recommending production use.

We will minimise the Customer Materials provided to external tools and use contractual terms and available settings that prohibit their use for general-purpose model training, unless you separately authorise such use in writing. We will not knowingly submit credentials or unnecessary production personal information to an AI model. Confidential code will not be placed in publicly accessible prompts, repositories or shared workspaces without your permission.

External AI providers that receive Customer Materials are subject to the confidentiality, provider and data-handling requirements of this Agreement. Tell us about any required tool restrictions before the relevant work begins; we will agree a compliant workflow before processing restricted material. A later restriction may require changes to delivery arrangements, but does not automatically authorise extra charges or reduce existing privacy obligations.

We do not promise that AI-assisted output is unique, independently copyrightable or incapable of resembling third-party material. This does not excuse infringement, remove our review obligations or reduce the ownership and licensing rights we are required to provide under section 14.

16. Confidentiality and publicity

Each party must keep the other's confidential information confidential, use it only to perform or receive the Services or exercise rights under the Agreement, and protect it with reasonable care. Confidential information includes non-public source code, credentials, architecture, security information, business plans, customer information, pricing and information reasonably understood to be confidential.

Disclosure is permitted only to personnel, professional advisers and service providers who need the information for an authorised purpose and are subject to appropriate confidentiality obligations. Each party remains responsible for disclosures by people acting on its behalf. Neither party may use the other's confidential information to develop a competing product or help a third party do so.

The obligations do not apply to information the receiving party can demonstrate was lawfully known without restriction, becomes public without breach, is lawfully received without restriction from another source, or is independently developed without use of the confidential information.

A disclosure required by law is permitted to the required extent. Where lawful and practicable, the receiving party must first notify the other party and reasonably assist with protective measures. This does not prevent lawful reporting to a regulator or other protected disclosure.

Confidentiality continues for five years after termination, and for trade secrets while they remain trade secrets. Personal information and credentials remain protected for as long as retained. We may not use your name, logo, product screenshots or project details in a case study, portfolio or endorsement without your prior written consent.

17. Customer Data, privacy and security

17.1 Roles and permitted use

Each party must comply with privacy and data protection laws applicable to it. For Customer Data processed solely on your behalf, we will act on your documented lawful instructions and use the data only to provide the Services, maintain their security or comply with law. We will not sell that data or use it for unrelated marketing or model training.

You are responsible for having a lawful basis for providing Customer Data and giving the necessary notices and permissions. We will notify you if we reasonably consider an instruction unlawful and may suspend the affected processing while the concern is resolved. We remain responsible for our own legal obligations.

For account administration, billing and our own business contact records, we determine our own processing purposes as described in the CedarLabs Privacy Policy. That policy does not replace a data processing agreement for Customer Data.

17.2 Security measures

We will maintain reasonable technical and organisational safeguards appropriate to the Services and the sensitivity of the information. These include access limited by role and need, appropriate multi-factor authentication where supported, secure credential handling, supported and appropriately secured working devices, proportionate encryption, and timely removal of access when no longer required.

We will not represent that security risks can be eliminated completely. That limitation does not excuse inadequate safeguards, unauthorised disclosure or failure to meet an agreed security requirement.

17.3 Providers and overseas access

We may use personnel and service providers located outside New Zealand, subject to the Agreement, any agreed location restrictions and applicable law. On request, we will provide relevant details of material providers accessing Customer Data, their functions and processing locations.

We will put appropriate confidentiality, security and data-use obligations in place before granting access. Where an overseas disclosure requires additional safeguards or transfer arrangements, the parties will establish them before that disclosure. Your acceptance of these Terms is not blanket consent on behalf of individuals to waive legally required protections.

We will give reasonable advance notice of a material change to a provider or location processing Customer Data so that you can raise a genuine privacy or security concern. We will work to resolve reasonable concerns. If no compliant solution is reasonably available, either party may end the affected Services with a proportionate refund of unused prepaid fees.

17.4 Security incidents

We will notify you without undue delay, and in any event within 48 hours after becoming aware of unauthorised access, disclosure, alteration, destruction or loss affecting Customer Data in our possession or control, including that of providers acting for us. A shorter legal or expressly agreed deadline takes precedence.

The initial notice may be preliminary and will include information reasonably available about the incident, likely impact and steps being taken. We will provide material updates, take reasonable containment and remediation steps, and cooperate with your lawful investigation and notification obligations. We will not wait for a final investigation or a serious-harm determination before giving the contractual initial notice.

Each party remains responsible for any notifications to individuals or regulators required of it by law. We will coordinate communications where lawful, without delaying a mandatory notification. This clause does not itself create a 24/7 monitoring service.

17.5 Assistance and additional requirements

We will reasonably assist with relevant access, correction, deletion and other data-rights requests, security enquiries and regulatory obligations concerning our processing. Routine assistance is included. Substantial work outside the agreed scope requires a separately agreed fee, except to the extent necessary to remedy our breach or fulfil our own legal duties.

A signed data processing agreement may specify processing details, subprocessors, audits, transfer safeguards and retention requirements. Where one is legally required, it must be in place before the affected processing begins. You must not provide specially regulated or unusually sensitive data without first agreeing appropriate safeguards with us. These Terms do not, by themselves, certify compliance with any overseas privacy regime or industry standard.

18. Personnel and subcontractors

We may use employees, contractors and specialist service providers to deliver the Services. We remain responsible for their performance of our obligations and will require appropriate confidentiality, security and intellectual property arrangements. Subcontracting does not transfer our contractual responsibility to you or allow us to avoid agreed data restrictions.

Unless your Order expressly states otherwise, we may change assigned personnel without reducing the agreed service. No individual, including CedarLabs' founder, is committed to working exclusively or continuously on your account.

The relationship is non-exclusive. You may engage other providers, and we may work for other customers, including businesses in the same industry, subject to confidentiality and ownership obligations. These Terms impose no general non-compete or hiring restriction. Any non-solicitation arrangement must be separately agreed in writing.

19. Third-party services and hosting add-ons

Your product may depend on hosting platforms, APIs, app stores, payment services, software packages and other third parties. Their services, licences and availability are subject to their applicable terms. Changes, outages, usage limits or discontinuations may require development changes.

We are not responsible for a third party's independent failure solely because we recommended or integrated its service. We remain responsible for our own selection, configuration and integration work to the extent agreed, and for subcontractors performing our obligations. We will reasonably assist with relevant issues within the purchased scope.

Managed hosting, backups, monitoring, maintenance plans and emergency support are included only where expressly listed in an Order. The relevant service description must identify responsibility, coverage, limits and any service-level remedies. A third-party infrastructure provider's 24/7 availability does not automatically mean CedarLabs provides 24/7 application support.

Service-level promises for a separately purchased hosting product do not apply to Unlimited Development by implication. We will identify any known material recurring third-party costs before you authorise them. You are responsible for keeping Customer-held accounts and required licences active.

20. Permitted use and subscription boundaries

Use the Services lawfully and cooperate reasonably with our personnel. Do not instruct us to infringe rights, bypass lawful access controls, conceal malicious functionality, misuse personal information or interfere unlawfully with third-party systems. Do not share access insecurely, impersonate authorised users, or engage in harassment, threats or abuse.

A subscription covers the named Customer and the projects identified in its Order, together with additional projects accepted under this section. Multiple accepted Customer products share one queue and the existing concurrent capacity.

Additional projects owned or operated by the named Customer may be accepted by CedarLabs in writing through the agreed request-management channel, subject to supported capabilities, lawful access and any necessary data-handling arrangements. That acceptance adds the project to the subscription's agreed scope but does not otherwise amend the Order, increase concurrent capacity or authorise additional fees.

Projects for separate legal entities or end clients, and resale of our delivery capacity, require express written agreement. This restriction does not prevent you from selling or licensing your own product or exercising your rights in paid Deliverables.

A large backlog, frequent legitimate submissions or repeated good-faith revision requests are not, by themselves, abuse. We will not impose an undisclosed ticket limit or use a vague fair-use rule to contradict the unlimited-submission promise. Objective scope and capacity limits remain those stated in the Agreement.

If conduct or usage materially breaches these boundaries, we will explain the concern and give a reasonable opportunity to remedy it unless urgent suspension is justified under section 24. Additional capacity or a changed scope requires agreement, not unilateral additional charges.

21. Service limitations and business outcomes

We do not warrant that software will be completely error-free, uninterrupted, immune from attack or compatible with every future platform change. Unless expressly agreed as a contractual requirement, we do not guarantee revenue, fundraising, conversion rates, user adoption, search rankings, app-store approval, regulatory certification or other business results.

You are responsible for obtaining your own legal, tax and regulatory advice and identifying required professional certifications. We are responsible for the technical requirements we expressly accept, not for certifying your business's overall compliance merely because we develop its software.

Except for express commitments in the Agreement and rights preserved by section 23, implied terms and warranties are excluded only to the extent lawful. These limitations do not exclude our express duty of reasonable care and skill or permit misleading descriptions of the Services.

22. Liability and third-party claims

22.1 Excluded losses

Subject to sections 22.4 and 23, neither party is liable to the other for indirect or consequential loss, or loss of profit, revenue, business opportunity, goodwill or anticipated savings arising from the Agreement.

Reasonable direct costs of restoring data, correcting defective development, responding to a security incident or obtaining replacement services are not excluded merely because they relate to a business interruption. They remain subject to causation, mitigation and the applicable monetary cap. Amounts properly recoverable under section 22.5 are not excluded merely because of the third party's classification of its loss.

22.2 General monetary cap

For claims arising in each consecutive 12-month period beginning on the applicable Order's start date, each party's aggregate liability under or in connection with that Order is limited to the greater of:

(a) the fees paid or properly payable under that Order for Services supplied in the three months immediately before the first event giving rise to liability in that 12-month period; and

(b) one month's recurring service fee under that Order at the time of that event.

Taxes and pass-through third-party charges are excluded from these calculations. The cap applies across all legal bases of claim, including contract, negligence and indemnity. Connected acts or omissions form one event, allocated to the period in which the first connected act or omission occurred; caps do not multiply because a claim involves several tickets, claimants or legal grounds.

22.3 Higher cap for specified risks

For liability arising from a breach of confidentiality, Customer Data protection or security obligations, infringement of the other party's intellectual property rights, or a claim under section 22.5, the applicable aggregate cap for the same 12-month period is instead the greater of:

(a) the fees paid or properly payable under that Order for Services supplied in the 12 months immediately before the first event giving rise to that liability; and

(b) three months' recurring service fees at the time of that event.

This higher cap replaces rather than adds to the general cap for those claims. Where both kinds of claim arise, general claims remain within their general cap and the total of all capped claims cannot exceed the higher cap. A signed Order or data processing agreement may expressly agree different limits.

22.4 Matters not limited

No exclusion or cap limits liability for fraud or deliberate misconduct, a liability that cannot lawfully be limited, payment of fees properly due for supplied Services, or repayment of amounts expressly refundable under the Agreement. Nothing limits an individual's statutory rights against a party or prevents a regulator from exercising its powers.

Each party must take reasonable steps to mitigate its loss. A party is liable only to the extent its conduct caused the relevant loss, and there is no double recovery for the same loss. A claim is not automatically lost merely because it was not reported within a warranty or invoice-query period.

22.5 Customer Materials and unlawful instructions

Subject to this section, you will indemnify us against damages and reasonable external legal costs finally awarded by a court, or included in a settlement you approve, in a third-party claim arising from Customer Materials infringing that third party's intellectual property rights or from your unlawful instructions.

The indemnity does not apply to the extent the claim results from our unauthorised alteration or use, our independent selection of infringing material, our breach or negligence, or our knowingly implementing an unlawful instruction. It is subject to the higher cap in section 22.3.

We must give prompt notice, reasonably cooperate, take reasonable mitigation steps and allow you to control the defence with competent advisers. Delay in notice reduces the obligation only to the extent it materially prejudices the defence. Neither party may settle in a way that admits wrongdoing by, imposes a non-monetary obligation on, or fails to release the other without that party's consent, not unreasonably withheld.

22.6 Claims concerning our work

If a credible infringement claim concerns material we introduced independently, we will promptly investigate and, where reasonably practicable, obtain continued usage rights or replace or modify the affected material without materially reducing agreed functionality. If no reasonable solution is available, either party may end the affected work and we will provide an appropriate refund for the unusable affected Deliverable. This does not remove liability for our breach, subject to the applicable cap, or create an unlimited indemnity.

23. Statutory rights and New Zealand business contracting

Nothing in the Agreement excludes, restricts or modifies a guarantee, right, remedy or liability that cannot lawfully be excluded, restricted or modified. Where a limitation is permitted only to a particular extent, it applies only to that extent.

For the purposes of section 43 of the Consumer Guarantees Act 1993, the parties acknowledge that they are each in trade and that the Services are supplied and acquired in trade for business purposes. To the extent permitted by that section, they agree in writing that the Act does not apply to the Services and agree that contracting out is fair and reasonable in the circumstances of their business transaction.

That agreement operates only where the statutory requirements are actually satisfied; an acknowledgement alone does not determine the issue. If those requirements are not met, the Act applies to the extent required by law, and inconsistent provisions of these Terms do not apply.

These Terms do not contract out of the Fair Trading Act 1986. Nothing excludes applicable protections concerning misleading conduct, unfair contract terms or other mandatory law, including any mandatory rights applicable to an overseas Customer that cannot lawfully be displaced by a New Zealand governing-law clause.

24. Suspension and termination

24.1 Suspension

We may suspend only the affected Services where reasonably necessary because of undisputed overdue payment following the notice in section 9.3, a material breach, an actual or reasonably suspected security threat, unlawful activity, or serious abusive conduct towards personnel.

Where practicable, we will first explain the grounds and allow a reasonable opportunity to remedy them. Immediate suspension is permitted where necessary to prevent material harm, protect systems or comply with law. We will notify you promptly unless prohibited by law, keep the suspension proportionate and restore affected Services once the grounds are resolved.

Suspension does not cancel ownership or licences already acquired. We will not withhold your existing Customer Data or disable Customer-controlled systems to collect a debt. Future recurring billing for suspended Services will stop until resumption is agreed. We will reconcile prepaid fees for undelivered suspended Services, deducting only lawful, reasonable and evidenced losses attributable to your breach, without double recovery.

24.2 Termination for breach

Either party may terminate the affected Order by written notice if the other commits a material breach and fails to remedy it within 10 Business Days after receiving notice describing the breach. Immediate termination is permitted for a material breach incapable of remedy, fraud, serious unlawful conduct, or where continued performance would be unlawful. Insolvency-related termination applies only to the extent permitted by applicable law.

A termination right does not prevent a party from exercising any separate statutory cancellation right. You may also cancel ordinary renewal under section 8 without alleging a breach.

24.3 Termination by CedarLabs for convenience

We may terminate an ongoing subscription without alleging breach by giving at least 30 calendar days' written notice. We will continue providing the agreed Services during that notice period and refund prepaid fees for any period after the effective termination date. If the notice ends part-way through a billing period, charges for that final period will be adjusted accordingly.

25. Handover and the consequences of termination

At expiry or termination, we will stop new development unless separately agreed. You must pay undisputed fees properly due for Services supplied up to the end date, but not fees for future renewal periods. Refunds are handled under sections 10 and 24.

Within 10 Business Days after termination, we will make available your Customer Materials and an export of Customer Data we hold for you, together with paid Deliverables, available source code and existing project documentation. Your own data and pre-existing materials will not be withheld because of a fee dispute. For unpaid bespoke work, section 14 determines the rights granted; we will identify the outstanding amount and the affected work rather than withhold unrelated paid Deliverables.

We will identify material known incomplete work, outstanding defects and relevant third-party dependencies. Unfinished work is supplied in its existing state and may not be suitable for production. Delivery of unfinished work does not create an obligation to complete the backlog after termination, but does not remove responsibility for earlier breaches or eligible defect corrections.

A reasonable standard export and handover of existing materials is included. New documentation, extensive training, migration to a replacement provider or additional transition development requires a separately agreed scope and fee. We will not charge merely to release materials already owed to you.

The parties will coordinate revocation of access and transfer of any authorised credentials. We will delete or return working copies of Customer Data and confidential materials within 30 calendar days after handover, unless a different lawful period is agreed. We may retain records required by law or reasonably needed for legal claims, and inaccessible routine backup copies until normal scheduled expiry, subject to continued security and confidentiality and no unrelated use. We will provide relevant retention details on request and avoid retaining unnecessary production data in legal or administrative records.

Clauses intended to survive termination do so, including payment reconciliation, accrued rights, eligible defect corrections, intellectual property, confidentiality, data handling, liability and dispute resolution. Cancellation does not revoke perpetual rights already acquired in paid Deliverables.

26. Disputes and governing law

A party raising a dispute should notify the other in writing, describe the issue and the remedy sought, and provide reasonably available supporting information. Authorised representatives will attempt in good faith to resolve it within 15 Business Days, or another agreed period.

If unresolved, the parties will consider mediation by a mutually agreed mediator, including remotely where appropriate. Mediation is not compulsory unless separately agreed, and neither party is required to accept a settlement. Undisputed obligations should continue where reasonably practicable.

The Agreement is governed by New Zealand law. Subject to mandatory law, the parties submit to the non-exclusive jurisdiction of the New Zealand courts. This does not prevent a claim in a tribunal with lawful jurisdiction, an urgent application for protective relief, action needed to preserve a limitation period, or a complaint to a regulator.

27. Events beyond reasonable control

Neither party is responsible for delay or non-performance to the extent caused by an event beyond its reasonable control that it could not reasonably have prevented or overcome. The affected party must notify the other promptly, explain the impact and take reasonable steps to mitigate and resume performance.

A routine staffing shortage, insufficient delivery capacity, lack of funds or preventable security failure is not automatically such an event. A third-party outage qualifies only to the extent the affected party could not reasonably prevent or mitigate its impact and has met its own obligations.

Fees will be adjusted for material periods in which Services are not provided, except where the delay is attributable to you under section 7. If the event prevents a material part of the Services for more than 20 Business Days, either party may terminate the affected Services without a termination penalty, with a refund of unused prepaid fees. Accrued payment obligations for supplied Services remain payable.

28. Changes to these Terms

We may propose reasonable changes to these Terms to reflect changes in the Services, law, security requirements or business operations. For an existing monthly subscription, we will provide the revised text or an accessible comparison, explain material changes and give at least 30 calendar days' written notice before application at a renewal.

Changes will not operate retrospectively, remove rights in already paid Deliverables, or alter an agreed price guarantee. Individually negotiated terms and fixed-term commitments cannot be overridden through this clause without agreement unless the relevant contract expressly permits the change.

You may reject proposed changes by cancelling before they take effect, without a change-related penalty. Continuing the subscription into a renewal after the notice period constitutes acceptance only where this change mechanism lawfully applies. Where express consent is legally required, we will obtain it.

A change strictly required by law may take effect sooner only to the extent necessary. We will explain the requirement and give as much notice as reasonably practicable. Any additional commercially adverse change remains subject to the ordinary notice process. We will retain the applicable versions and provide your accepted version on request.

29. General provisions and website use

29.1 Notices

Contractual notices to CedarLabs, including cancellations, disputes and privacy concerns, may be sent to hello@cedarlabs.dev. We may send notices to the authorised contact or billing email supplied in your Order. Keep those addresses current.

Email notice is received when it reaches the recipient's designated email system, provided no delivery-failure message is received. Cancellation notices may be received at any time; they are not deferred to the next Business Day. A deadline measured in Business Days begins on the following Business Day. Routine operational messages may use the agreed portal.

29.2 Entire agreement

The Agreement records the parties' agreement concerning the Services and replaces earlier discussions on the same subject, except for representations or commitments expressly incorporated into the Order. It does not exclude liability for fraud or misleading conduct or a right protected by section 23. A party should request that a specific requirement material to its purchase be recorded in the Order.

29.3 Assignment and relationship

Neither party may transfer the Agreement without the other's prior written consent, not unreasonably withheld or delayed. A transfer associated with a genuine sale or reorganisation may be approved on the basis that the successor can perform the obligations and existing protections are preserved. Permitted subcontracting under section 18 is not a transfer of the Agreement.

The parties are independent contractors. The Agreement does not create an employment relationship, partnership or joint venture, or authority for either party to bind the other beyond expressly authorised actions.

29.4 Severability, waiver and signatures

If a provision is invalid or unenforceable, it will be severed or limited only to the extent legally permitted, without rewriting the parties' commercial bargain; the remaining provisions continue where capable of doing so. Delay in exercising a right is not a waiver of it. Electronic signatures and counterparts may be used where legally effective, without dispensing with any legally required signature or assignment formality.

29.5 Website and portal use

You may use our website and customer portal for their intended lawful purposes. Do not attempt unauthorised access, disrupt their operation, impersonate others or introduce malicious software. CedarLabs and its licensors retain rights in the website, portal, branding and general content; your rights in Deliverables remain governed by section 14.

We may maintain or change the public website, but doing so does not permit us to discontinue an agreed paid service without meeting our obligations. External links are provided for convenience and do not, by themselves, imply endorsement. No website-availability disclaimer overrides an express service commitment in an Order.

30. Contact

For questions about these Terms, subscription cancellation, contractual notices or privacy concerns, contact:

CedarLabs
Legal provider: CedarLabs
NZBN: 9429053766205
Email: hello@cedarlabs.dev