1. Introduction and Acceptance

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Client”, “you”, or “your”) and Amplify Data (“Company”, “we”, “us”, or “our”), a company registered in New Zealand.

By accessing our website, using our services, or entering into a consulting agreement with us, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

If you do not agree to these Terms, you must not access or use our website or services.

2. Services Overview

We provide professional data consulting services for NGOs, including but not limited to:

• Data strategy and roadmap development
• Donor data analysis and intelligence
• Data engineering and infrastructure design
• Machine learning and artificial intelligence implementation
• Data governance and compliance consulting
• Training and enablement programs
• Technical advisory and support services

Specific services, deliverables, timelines, and fees will be outlined in individual project agreements or statements of work (“SOW”) executed between you and the Company.

3. Service Agreements and Scope

3.1 Engagement Process

Professional services are provided under formal engagement agreements that specify:

• Scope of work and deliverables
• Project timeline and milestones
• Fees, payment terms, and expenses
• Roles and responsibilities
• Intellectual property arrangements
• Confidentiality obligations

3.2 Client Obligations

To enable successful service delivery, clients agree to:

• Provide timely access to necessary data, systems, and personnel
• Designate authorized representatives for decision-making
• Review and approve deliverables within agreed timeframes
• Provide accurate and complete information
• Comply with reasonable requests from our consulting team

4. Fees and Payment Terms

4.1 Pricing and Invoicing

Professional fees are based on agreed rates and payment structures, which may include:

• Fixed-price project fees
• Time and materials billing
• Retainer arrangements
• Outcome-based pricing

4.2 Payment Terms

Unless otherwise agreed in writing:

• Invoices are payable within 30 days of invoice date
• Late payments may incur interest at the rate of 2% per month
• We reserve the right to suspend services for overdue accounts
• All fees are quoted in New Zealand Dollars (NZD) unless otherwise specified
• Fees are exclusive of GST, which will be added where applicable

5. Intellectual Property Rights

5.1 Pre-Existing IP

Each party retains all rights to their pre-existing intellectual property, including:

• Our methodologies, frameworks, tools, and templates
• Your data, business processes, and proprietary information

5.2 Project Deliverables

Unless otherwise agreed in writing, intellectual property in project deliverables created specifically for you will be assigned to you upon full payment of all fees.

6. Confidentiality and Data Protection

6.1 Confidential Information

Both parties agree to maintain the confidentiality of all proprietary and confidential information disclosed during the engagement, including:

• Business strategies and financial information
• Technical data and systems architecture
• Customer and employee information
• Project deliverables and insights

6.2 Data Processing

When we process personal information on your behalf, we act as a data processor under the Privacy Act 2020. We will process data only in accordance with your documented instructions and implement appropriate security measures.

7. Warranties and Representations

7.1 Our Warranties

We warrant that:

• Services will be performed with reasonable skill and care
• We have the necessary expertise and resources to deliver services
• Services will comply with applicable New Zealand laws and regulations
• We have the right to grant licenses to any intellectual property provided

7.2 Consumer Guarantees Act 1993

Where you acquire services as a consumer (not for business purposes), the Consumer Guarantees Act 1993 provides statutory guarantees that cannot be excluded.

8. Limitation of Liability

8.1 Maximum Liability

To the maximum extent permitted by law and subject to consumer protection legislation, our total liability for any claims arising from or relating to services provided will be limited to the total fees paid by you in the 12 months preceding the claim.

8.2 Consequential Damages

We will not be liable for any indirect, incidental, special, or consequential damages, including loss of profits, data, or business opportunities.

9. Termination

9.1 Termination by Either Party

Either party may terminate a service engagement by mutual written agreement, for material breach if not remedied within 30 days of written notice, or immediately if the other party becomes insolvent.

9.2 Effect of Termination

Upon termination:

• You must pay all fees for services rendered up to the termination date
• We will deliver all completed work products
• Each party will return or destroy confidential information

10. Dispute Resolution

In the event of a dispute, the parties agree to first attempt to resolve the matter through good faith negotiations between senior representatives. If negotiations fail, either party may refer the dispute to mediation or litigation in the courts of New Zealand.

11. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of New Zealand. Any disputes will be subject to the exclusive jurisdiction of the New Zealand courts.

12. Contact Information

For questions about these Terms of Service, please contact us:

• Email: legal@amplifydata.org.nz
• Phone: 09 558 7751