1.1 Defined Terms

1.2 Interpretation

• References to 'including' do not limit the generality of any preceding words.
• Headings are for convenience only and do not affect interpretation.
• Where a Service depends on a Wholesale Provider, that provider's terms may also apply and are incorporated by reference where notified to you.
• A reference to a person includes a company, trust, partnership or other entity.
• The singular includes the plural and vice versa.

2.1 Formation of Agreement

A binding Agreement is formed when any of the following occurs:

• You sign and return an Order Form to us.
• You accept our quote in writing or by email.
• You submit an online order and receive our written confirmation.
• You commence using or making payment for the Services.

The Agreement constitutes the entire agreement between the parties and supersedes all prior discussions, representations or agreements. No verbal representations are binding.

2.2 Order Acceptance

We may accept or reject any order at our absolute discretion without being required to give reasons. We are not obliged to provide Services until we have confirmed acceptance in writing. We may require a credit check, security deposit or advance payment before accepting any order.

2.3 Changes to These Terms

We may update these Terms at any time by giving you at least 30 days written notice by email. If you do not accept the changes, you may terminate the affected Service before the change takes effect without paying an Early Termination Charge — provided you give written notice before the effective date.

2.4 Order of Precedence

In the event of any conflict between documents, they take precedence in the following order: (1) Special Conditions; (2) Service Schedule; (3) Order Form; (4) these Terms. Wholesale Provider terms override all of the above where applicable.

3.1 Service Provision

We will provide the Services using reasonable care and skill, in accordance with the Agreement and applicable New Zealand law. We rely on Wholesale Providers and third-party network operators to deliver Services. While we will use reasonable efforts to meet service levels, we cannot guarantee fault-free service at all times.

3.2 Service Availability & Coverage

Services are available where infrastructure and network coverage permit. We will advise you of availability before confirming your order. Coverage and availability may change due to network upgrades, changes by Wholesale Providers or events outside our control.

3.3 Service Modifications & Discontinuation

We may need to modify, suspend or discontinue a Service at any time for operational, technical, regulatory or wholesale supply reasons. We will provide as much advance notice as reasonably practicable — typically at least 30 days except in emergencies.

3.4 Dependence on Wholesale Providers

Many of our Services are delivered through Wholesale Providers. You acknowledge and agree that:

• Our ability to deliver Services depends on Wholesale Providers maintaining their networks and services.
• Changes, outages or terminations by Wholesale Providers may affect your Services with minimal notice to us.
• Our Wholesale Providers and their network operators are not liable to you directly for any claims, losses or damages arising from the Services.

3.5 VoIP & Cloud Phone Services — Emergency Calling Notice

4.1 Acceptable Use

You must use the Services only for lawful purposes and in accordance with these Terms, our Acceptable Use Policy and all applicable laws. You must not use or permit the Services to be used to:

• Send spam, unsolicited bulk messages, phishing communications or engage in fraudulent activities.
• Harass, threaten, defame, stalk or harm any person or organisation.
• Transmit unlawful, obscene, objectionable, discriminatory or harmful content.
• Interfere with, damage or overload our network, systems or the services of other users.
• Resell, sublicense or redistribute the Services to any third party without our prior written consent.
• Circumvent, disable or attempt to defeat any security, billing or usage controls.

4.2 Account Security

You are solely responsible for maintaining the security and confidentiality of all account credentials, passwords, PINs and any devices used to access the Services. You must notify us immediately if you become aware of any unauthorised use of your account.

4.3 Accurate Information

You must provide accurate, complete and current information at all times. You must notify us within 5 business days of any change to your contact details, billing address, business name, or any other information material to your account.

4.4 Your Equipment

You are responsible for ensuring all equipment you use to access the Services is compatible, in good working order and meets any technical specifications we notify you of. We are not responsible for faults caused by your equipment.

4.5 Fair Use Policy

All Services are subject to our Fair Use Policy. You acknowledge that "unlimited" plans are subject to fair and reasonable use limits as specified in the relevant Service Schedule. Where your usage significantly and repeatedly exceeds normal business patterns, we may manage, shape or prioritise your traffic or migrate you to a more appropriate plan.

4.6 Compliance with Laws

You must comply with all applicable New Zealand laws including the Telecommunications Act 2001, Privacy Act 2020, Unsolicited Electronic Messages Act 2007 and any other applicable legislation.

5.1 Charges

You must pay us the Charges as set out in your Order Form, Service Schedule or our current Price List. All Charges are exclusive of GST unless otherwise stated. GST will be added at the prevailing NZ rate.

5.2 Invoicing

We will invoice you monthly, either in advance or in arrears depending on the Service type. Invoices will be sent to your registered email address. Non-receipt of an invoice does not relieve you of your obligation to pay. A minimum monthly invoice value of $10 + GST applies.

5.3 Payment Terms

• Payment is due within 20 days of the invoice date unless otherwise agreed in writing.
• Payment must be made by direct debit, bank transfer or credit card as agreed at sign-up.
• All payments must be made in New Zealand dollars.
• You must pay the full invoiced amount without set-off, deduction or withholding except for amounts formally disputed under clause 5.6.

5.4 Late Payment

If any invoice remains unpaid after the due date, we may — without limiting any other rights:

• Charge a late payment fee of 1.5% per month (or part month) on the overdue balance, compounding monthly.
• Suspend any or all Services after 14 days written notice of the overdue amount.
• Refer the debt to a collection agency or solicitor and recover all reasonable collection costs from you.
• Report overdue accounts to credit reporting agencies.

5.5 Price Changes

We may increase our Charges by giving you at least 30 days written notice by email. Where a Minimum Term applies, price increases will not take effect until after the expiry of that Minimum Term — unless the increase is caused by regulatory changes or increases passed through by Wholesale Providers outside our control.

5.6 Disputed Invoices

If you dispute any invoice you must notify us in writing within 20 business days of the invoice date, clearly setting out the basis of the dispute and the amount in dispute. You must pay all undisputed amounts by the due date. We will investigate and provide a written response within 10 business days.

5.7 Security & Credit Assessment

We may conduct credit checks before accepting your order and at any time during the Agreement. We may require a security deposit of up to 3 months estimated charges if we have reasonable concerns about your ability to pay. Any deposit will be held interest-free and returned (less any amounts owed) within 30 days of termination.

6.1 Minimum Terms

Services are provided for the Minimum Term specified in your Order Form or Service Schedule — typically 12 or 24 months. The Minimum Term for each Service begins on the Service Start Date.

6.2 Early Termination Charges (ETC)

If you cancel any Service before the end of its Minimum Term, you must pay an Early Termination Charge calculated as follows:

• Broadband & connectivity: the ETC charged to us by the Wholesale Provider (passed through at cost) plus an administration fee of $75 + GST per connection.
• Mobile services: an amount equal to the remaining monthly Charges until the end of the Minimum Term.
• VoIP/cloud phone: remaining monthly Charges until the end of the Minimum Term plus any hardware costs not yet recovered.
• Web hosting: remaining monthly Charges until the end of the Minimum Term.
• Web development: as specified in the Statement of Work — generally the value of work completed plus reasonable costs incurred.

6.3 Cancellation Without ETC

You will not be required to pay an ETC in the following circumstances only:

• We materially breach the Agreement and fail to remedy the breach within 10 business days of written notice from you.
• We give you notice of a price increase and you cancel the affected Service before the increase takes effect.
• We discontinue a Service entirely and no reasonable alternative is available.

6.4 After Minimum Term

After any Minimum Term expires, Services automatically continue on a rolling month-to-month basis at the then-current pricing. Either party may terminate a Service after the Minimum Term by giving 30 days written notice to info@neotech.co.nz or by post. Verbal notice is not accepted.

7.1 Suspension by Neotech

We may suspend any or all Services immediately and without liability if:

• Any amount payable by you remains overdue for more than 14 days after written notice from us.
• You breach any material term of the Agreement and fail to remedy the breach within 7 days of written notice.
• We reasonably suspect fraudulent, illegal, abusive or excessive use of the Services.
• We are required to do so by a Wholesale Provider, regulatory body, court order or law enforcement agency.

7.2 Termination by Either Party for Cause

Either party may terminate the Agreement or any Service immediately by written notice if the other party commits a material breach that is not remedied within 10 business days of written notice, becomes insolvent, or engages in fraud or misrepresentation.

7.3 Termination by Neotech Without Cause

We may terminate any Service or the entire Agreement for any reason by giving you 30 days written notice. If we terminate without cause before the end of your Minimum Term, you will not be required to pay an ETC and we will refund any prepaid Charges on a pro-rata basis for the unused period.

7.4 Consequences of Termination

On termination of the Agreement or any Service:

• You must pay all outstanding Charges accrued up to the termination date within 20 days.
• You must immediately cease using the Services and return any Neotech or Wholesale Provider equipment.
• All IP addresses, phone numbers and other resources allocated to you will be reclaimed.
• We will delete your data from our systems within 90 days of termination unless required to retain it by law.

8.1 Support Hours

We provide customer support during standard business hours: Monday to Friday, 8:00am to 6:00pm NZST, excluding public holidays. Support is available by phone (09 Neotech), email (support@neotech.co.nz) and our online support portal.

8.2 Fault Logging & Resolution

All faults must be reported to us through our official support channels. We will acknowledge reported faults within 4 business hours and provide an initial assessment within 1 business day. Resolution timeframes depend on the nature and complexity of the fault and the involvement of Wholesale Providers.

8.3 Planned Maintenance

We will provide at least 48 hours advance notice of planned maintenance that may affect your Services, delivered by email. Where possible, maintenance will be scheduled outside normal business hours.

8.4 VoIP — No Uptime Guarantee

8.5 Service Credits

Service credits (if any) available for failure to meet service levels are set out in the relevant Service Schedule. Service credits are applied as a credit against future invoices and are your sole financial remedy for service level failures. Credits are not payable as cash.

9.1 Neotech Intellectual Property

All intellectual property rights in our Services, systems, software, portal, website, brand and all related technology remain our exclusive property (or the property of our licensors). Nothing in this Agreement transfers any intellectual property rights to you. You are granted a limited, non-exclusive, non-transferable licence to use the Services solely for your internal business purposes during the term of the Agreement.

9.2 Your Data

You retain ownership of all data, content and information you transmit through the Services. You grant us a limited licence to use your data solely to the extent necessary to provide the Services, maintain our systems, comply with legal obligations and improve our service quality. We will not sell your data to third parties.

9.3 Customer Content

If we host your website or content, you warrant that all content you provide: (a) does not infringe any third party's intellectual property rights; (b) is not defamatory, obscene or unlawful; and (c) complies with all applicable NZ laws. You indemnify us against any claim arising from your content.

10.1 Obligations of Confidence

Each party must keep confidential all Confidential Information of the other party and use it only for the purposes of the Agreement. "Confidential Information" includes: pricing, commercial terms, technical specifications, customer data, business plans, financial information, systems and processes.

10.2 Pricing Confidentiality

You specifically acknowledge that our pricing — including any wholesale rates, discount structures or special terms we offer you — is our Confidential Information. You must not disclose our pricing to any third party. This obligation applies during the Agreement and for 3 years after termination.

10.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was already known before disclosure; (c) is independently developed without reference to the Confidential Information; or (d) must be disclosed by law or court order.

11.1 Privacy Act 2020 Compliance

We collect, hold, use and disclose your personal information in accordance with the Privacy Act 2020 and our Privacy Policy (available at neotech.co.nz/privacy). By entering into this Agreement, you consent to the collection and use of your personal information as described in our Privacy Policy.

11.2 What We Collect

We collect personal information including your name, business name, contact details, payment information, credit information, usage data and technical information necessary to provide and support the Services.

11.3 Sharing with Wholesale Providers

To deliver the Services, we must share relevant customer information with our Wholesale Providers. By accepting these Terms, you consent to this sharing to the extent necessary for service delivery, billing and compliance.

11.4 Your Privacy Rights

You have the right to request access to, and correction of, your personal information held by us. Requests should be directed to our Privacy Officer at privacy@neotech.co.nz. We will respond within 20 working days.

12.1 Our Warranties

We warrant that we will provide the Services: (a) with reasonable care and skill; (b) using suitably qualified personnel; and (c) in material compliance with applicable New Zealand law. These are our only warranties. All other warranties are excluded to the maximum extent permitted by law.

12.2 Consumer Guarantees Act

You confirm that you are acquiring the Services for business purposes. The parties agree that the Consumer Guarantees Act 1993 does not apply to the supply of Services under this Agreement. If you are a consumer (as defined in the Consumer Guarantees Act), please notify us and we will discuss your rights with you.

12.3 Cap on Our Liability

Our maximum aggregate liability to you in relation to any Service — whether in contract, tort (including negligence), breach of statutory duty or otherwise — must not in any 12-month period exceed the total Charges paid by you to us for that specific Service in the same 12-month period.

12.4 Exclusion of Consequential Loss

Neither party is liable to the other for any: (a) loss of profit, revenue, business opportunity, anticipated savings, data or goodwill; (b) indirect, consequential, special, incidental or punitive loss or damage; or (c) loss arising from business interruption.

12.5 Your Indemnity to Neotech

You indemnify and hold harmless Neotech, our directors, employees, agents and Wholesale Providers against all claims, losses, damages, costs and expenses arising from or in connection with: your breach of any provision of this Agreement; your misuse of the Services; any claim that content you transmit or host infringes a third party's rights; or inaccurate information you have provided to us.

12.6 Force Majeure

Neither party is liable for failure to perform any obligation under this Agreement where that failure is directly caused by a Force Majeure Event — meaning an event beyond that party's reasonable control including: natural disasters, pandemic, government action, war, cyberattacks by third parties, or power grid outages.

13.1 Web Development Projects

Web development services are governed by a separate Statement of Work (SOW) or Order Form setting out scope, deliverables, timelines, milestones and pricing. Unless otherwise agreed in writing:

• You must provide all content, materials, logins and approvals promptly.
• Delays caused by you may result in revised timelines and additional charges.
• Intellectual property in custom-developed work vests in you only upon full payment of all Charges for that project.
• Until full payment is received, Neotech retains full ownership of all work product.

13.2 Web Hosting

Web hosting services are subject to a 99.9% monthly uptime target, excluding scheduled maintenance windows and events outside our reasonable control. You are solely responsible for maintaining backups of all website data and content.

13.3 Domain Names

Where we manage domain names on your behalf, the domain name remains your property and we act as your agent. Domain registration fees are billed annually in advance and are non-refundable. We will notify you at least 30 days before any domain renewal is due.

14.1 SIM Cards & Ownership

SIM cards issued to you remain the property of Neotech or our Wholesale Provider. Phone numbers allocated to you are issued under licence — they do not become your property, though you have the right to port them to another provider. You are responsible for all charges incurred on a SIM card until you notify us of loss or theft in writing.

14.2 International Roaming

International roaming is not automatically enabled on all plans. Where roaming is activated, roaming charges are set by overseas network partners and are entirely outside our control. We strongly recommend contacting us before international travel to understand applicable rates.

14.3 Fair Use — Mobile Data

Mobile data plans are subject to our Fair Use Policy. "Unlimited" data plans are subject to reasonable use limits as specified in your Service Schedule. We reserve the right to manage data speeds or apply restrictions where usage significantly exceeds fair use limits.

14.4 Network Coverage

Mobile network coverage is provided by our Wholesale Provider's network. We make no warranty as to coverage in any specific location. Coverage maps are indicative only and may change.

15.1 How to Make a Complaint

If you have a complaint about our Services, billing or conduct, please contact us through any of the following channels:

• Email: complaints@neotech.co.nz (preferred — provides a written record)
• Phone: 09 Neotech during business hours
• Post: Neotech, [Address], Auckland, New Zealand

15.2 Our Response Timeframes

• Acknowledgement of complaint: within 2 business days.
• Substantive response with outcome or progress update: within 10 business days.
• Complex complaints: we will advise you of an expected resolution timeframe within 10 business days.

15.3 Telecommunications Dispute Resolution (TDR)

If we are unable to resolve your complaint to your satisfaction, you may refer it to the Telecommunications Dispute Resolution (TDR) scheme — an independent, free dispute resolution service for telecommunications customers in New Zealand.

16.1 Assignment

You may not assign, transfer, novate or subcontract any of your rights or obligations under this Agreement without our prior written consent. We may assign our rights and obligations to any related company, or to a purchaser of our business, without your consent — provided the assignee assumes all our obligations.

16.2 Entire Agreement

This Agreement constitutes the entire agreement between the parties relating to the Services and supersedes all prior agreements, negotiations, representations and understandings.

16.3 No Waiver

A failure or delay by either party to exercise any right or remedy does not operate as a waiver. A waiver is effective only if given in writing and signed by the waiving party.

16.4 Severability

If any provision of this Agreement is illegal, invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable. If it cannot be modified, it will be severed. The remaining provisions continue in full force.

16.5 Notices

Notices under this Agreement must be in writing and delivered by email with delivery confirmation, or post to the address specified on the Order Form. Notices to Neotech should be sent to info@neotech.co.nz. Email notices are deemed received on the next business day after sending.

16.6 Governing Law & Jurisdiction

This Agreement is governed by and interpreted in accordance with the laws of New Zealand. Each party irrevocably submits to the exclusive jurisdiction of the New Zealand courts for all disputes arising out of or in connection with this Agreement.

17.1 Good Faith Negotiation First

If any dispute arises in connection with this Agreement, both parties must first attempt to resolve it through good faith negotiation. Either party initiates this by giving written notice describing the dispute in reasonable detail. Both parties must meet within 10 business days of that notice to attempt resolution.

17.2 Mediation

If the dispute is not resolved within 20 business days of the written notice, either party may refer it to mediation. The mediator will be agreed between the parties, or, failing agreement within 5 business days, appointed by the Arbitrators and Mediators Institute of New Zealand (AMINZ). The costs of mediation are shared equally unless the mediator directs otherwise.

17.3 Litigation

If mediation fails to resolve the dispute within 30 days of the mediator's appointment, either party may pursue the dispute through the New Zealand courts. Nothing prevents either party from seeking urgent injunctive or other interim relief from a court at any time where necessary to prevent irreparable harm.

17.4 Continued Performance

Despite the existence of any dispute, both parties must continue to perform their respective obligations under this Agreement to the extent reasonably practicable — including the obligation to pay undisputed invoices.

The following Service Schedules form part of this Agreement and contain specific terms, service levels and pricing for each service type. In the event of conflict between a Service Schedule and these Terms, the Service Schedule prevails.

• Schedule A — Broadband Services (UFB Fibre, VDSL, Rural)
• Schedule B — Mobile SIM Services
• Schedule C — Cloud Phone / VoIP Services
• Schedule D — Web Development Services
• Schedule E — Web Hosting Services