Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you", or "your") and CNEX Limited ("CNEX", "we", "our", or "us"), a company registered in New Zealand. By accessing or using our website at cnex.co.nz, engaging our services, or interacting with our AI assistant Connekz, you agree to be bound by these Terms.

If you do not agree to these Terms, you must not access or use our website or services. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

2.1 Scope of Services

CNEX provides custom software engineering services, including but not limited to:

• Custom web and portal development
• Cloud-native application architecture and deployment
• AI and machine learning solutions
• Mobile application development
• E-commerce platform development
• Cybersecurity auditing and zero-trust architecture
• Data engineering and analytics platforms
• API design, integration, and microservice orchestration
• Platform engineering and DevOps infrastructure

The specific scope, deliverables, timelines, and fees for each engagement will be detailed in a separate Statement of Work (SOW) or project agreement executed between the parties.

2.2 Connekz AI Assistant

Our website features Connekz, an AI-powered conversational assistant. Connekz is provided as a convenience tool for booking consultations, answering general enquiries, and providing information about our services. Responses generated by Connekz are for informational purposes only and do not constitute professional advice, a binding offer, or a contractual commitment. When you interact with Connekz, you acknowledge and agree that any information provided is not guaranteed to be accurate, complete, or up-to-date, and that you should independently verify any information before relying on it for decision-making purposes. Addition to that before using Connekz, you must review and agree to all Connekz's Terms of Use, Acceptable Use Policy, and Privacy Policy which govern the use of the AI assistant and are incorporated by reference into these Terms of Service.

When engaging our services, you agree to:

• Provide accurate, complete, and timely information, materials, and access necessary for us to perform the services.
• Designate an authorised representative to make decisions and provide approvals in a timely manner.
• Review and provide feedback on deliverables within the timeframes specified in the SOW.
• Ensure that any content, data, or materials you provide do not infringe upon the rights of any third party.
• Maintain the confidentiality of any credentials, API keys, or access tokens we provide.

Delays caused by your failure to meet these obligations may result in adjusted timelines and additional fees.

4.1 Client IP

Upon full payment of all fees, we assign to you all intellectual property rights in the custom deliverables created specifically for your project, as defined in the applicable SOW. You retain all rights to your pre-existing intellectual property and content provided to us.

4.2 CNEX IP

We retain ownership of all pre-existing tools, frameworks, libraries, methodologies, and general-purpose code ("CNEX Tools") that we may use or incorporate into the deliverables. We grant you a non-exclusive, perpetual, royalty-free licence to use CNEX Tools solely as part of your delivered project.

4.3 Open-Source Components

Deliverables may incorporate open-source software components, which are subject to their respective open-source licences. We will disclose all open-source components used and their applicable licences upon request.

4.4 Portfolio Rights

Unless otherwise agreed in writing, we may reference the project name and a general description of the work in our portfolio, case studies, and marketing materials. No confidential information will be disclosed.

• All fees are specified in the applicable SOW and are exclusive of GST (Goods and Services Tax) unless stated otherwise.
• We typically structure payments as milestone-based or on a monthly retainer basis, as agreed in the SOW.
• Invoices are due within 14 days of issue unless otherwise specified.
• Late payments incur interest at a rate of 1.5% per month on the outstanding balance.
• We reserve the right to suspend work on any project with overdue invoices exceeding 30 days.
• All fees paid are non-refundable except as expressly stated in the SOW or required by New Zealand consumer law.

6.1 Service Warranty

We warrant that services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. We provide a 30-day defect warranty period from the date of delivery for each milestone, during which we will correct any defects at no additional cost, provided the defect is attributable to our work.

6.2 Website Disclaimer

This website and its content are provided on an "as is" and "as available" basis. We make no warranties, express or implied, regarding the accuracy, completeness, reliability, or suitability of the information, services, or related graphics contained on this website.

6.3 AI Disclaimer

Responses generated by Connekz are powered by artificial intelligence and may not always be accurate, complete, or up-to-date. Connekz does not provide legal, financial, or professional advice. You should independently verify any information provided by Connekz before making decisions based on it.

To the maximum extent permitted by New Zealand law:

• Our total aggregate liability to you for any claims arising out of or related to these Terms or our services shall not exceed the total fees paid by you to CNEX in the 12 months preceding the claim.
• We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, business opportunities, or goodwill, regardless of whether we were advised of the possibility of such damages.
• We shall not be liable for any damages arising from your use of or reliance on information provided by Connekz or any AI-generated content on our website.
• Nothing in these Terms excludes or limits liability that cannot be excluded or limited under New Zealand law, including liability under the Consumer Guarantees Act 1993 where applicable.

Both parties agree to keep confidential all non-public information disclosed during the engagement, including business strategies, technical specifications, proprietary data, and trade secrets. This obligation survives the termination of any agreement for a period of 3 years.

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was known to the receiving party prior to disclosure
• Is independently developed by the receiving party without reference to confidential information
• Is required to be disclosed by law, regulation, or court order

You agree to indemnify, defend, and hold harmless CNEX and its directors, employees, contractors, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to:

• Your breach of these Terms
• Your use of our website or services in violation of applicable law
• Any content, data, or materials you provide that infringe the intellectual property or other rights of third parties
• Your negligent or wilful misconduct

• Either party may terminate an engagement by providing 30 days' written notice, unless otherwise specified in the SOW.
• We may terminate or suspend services immediately if you breach any material term of these Terms or the applicable SOW, including non-payment of fees.
• Upon termination, you shall pay for all services rendered and expenses incurred up to the date of termination.
• We will deliver all completed work and work-in-progress upon receipt of all outstanding payments.
• Sections on Intellectual Property, Confidentiality, Limitation of Liability, and Indemnification survive termination.

When using our website, you agree not to:

• Use the website for any unlawful purpose or in violation of any applicable laws or regulations
• Attempt to gain unauthorised access to our systems, servers, or networks
• Interfere with or disrupt the website or its infrastructure
• Scrape, data-mine, or use automated tools to extract content from our website without written permission
• Transmit malware, viruses, or other harmful code
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity
• Use Connekz to submit offensive, harmful, or illegal content

Neither party shall be liable for any failure or delay in performing its obligations where such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to natural disasters, pandemics, acts of war or terrorism, government actions, power failures, internet outages, or third-party service provider failures. The affected party must promptly notify the other party and use reasonable efforts to mitigate the impact.

These Terms are governed by and construed in accordance with the laws of New Zealand. Any disputes arising out of or related to these Terms shall be subject to the exclusive jurisdiction of the courts of New Zealand, sitting in Auckland.

Before initiating legal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation for a period of not less than 30 days. If the dispute is not resolved through negotiation, either party may refer the dispute to mediation under the Arbitrators' and Mediators' Institute of New Zealand (AMINZ) rules.

• Entire agreement: these Terms, together with any applicable SOW, constitute the entire agreement between the parties and supersede all prior agreements, understandings, and representations.
• Severability: if any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver: no waiver of any term or condition shall be deemed a further or continuing waiver of such term or any other term.
• Assignment: you may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations without restriction.
• Amendments: we reserve the right to modify these Terms at any time. Changes will be posted on this page with an updated "Last updated" date. Continued use of our services constitutes acceptance of the modified Terms.

If you have any questions about these Terms of Service, please contact us: