These Terms of Service ("Terms") describe how GRIDSHIFT LIMITED ("GRIDSHIFT", "we", "us", "our") provides services via thegridshift.com (the "Site") to its customers ("you", the "Customer").
Background
The Customer has requested, and GRIDSHIFT has agreed, to provide Services to the Customer. The parties wish to record the terms on which those Services will be provided.
Acceptance
This agreement comes into effect, and the Customer accepts these Terms, on the earliest of: the Customer signing or otherwise confirming acceptance of a Quote in writing (including by email); or the Customer paying any part of the Fees set out in a Quote. The Customer does not need to separately sign these Terms for them to apply — payment of a Quote, in full or as a deposit, is sufficient acceptance of these Terms and of that Quote.
1. Definitions
In these Terms, unless the context otherwise requires:
Additional Fees means any fees and charges payable for Additional Services.
Additional Services means services requested by the Customer that are additional to, or different from, the scope of the Services set out in the Quote.
Confidential Information means all technical, business, financial, or other information, in any form, disclosed by one party to the other in connection with this agreement, that is marked confidential or that would reasonably be regarded as confidential given its nature and the circumstances of disclosure. It includes the terms of this agreement and the content of pre-contractual negotiations, but excludes information that is or becomes public other than through a breach of this agreement.
Customer Material means the material the Customer provides to GRIDSHIFT under clause 6.3 for incorporation into the Services.
Data means all data, content, and information (including personal information) owned, held, used, or created by the Customer, or on the Customer's behalf, that is provided to GRIDSHIFT or used in connection with the Services.
Deliverables means the specific outputs of the Services identified in the Quote (for example, a website, brand asset, campaign, or piece of content).
Fees means the amounts set out in the Quote.
Force Majeure Event means an event or circumstance beyond the reasonable control of the affected party.
GST means goods and services tax under the Goods and Services Tax Act 1985 (New Zealand) or, where applicable to a supply, the A New Tax System (Goods and Services Tax) Act 1999 (Australia).
Intellectual Property means trademarks, rights in domain names, copyright, patents, registered designs, rights in software, databases and lists, rights in inventions, Confidential Information, know-how and trade secrets, and all other registered or unregistered rights of a similar nature anywhere in the world, including applications for any of the foregoing; Intellectual Property Rights has a corresponding meaning.
Nominated Consultant means the GRIDSHIFT team member(s) identified in the Quote, or otherwise notified to the Customer, as responsible for delivering the Services.
Quote means the written quote, proposal, or statement of work agreed between the parties that specifies the Services, Fees, and timeframes.
Services means the services GRIDSHIFT provides to the Customer under this agreement, as specified in the Quote.
Working Day has the meaning given in the Interpretation Act 1999 (New Zealand).
2. Interpretation
2.1 Headings are for reference only and do not affect interpretation.
2.2 A signature requirement may be satisfied electronically.
2.3 Singular words include the plural, and vice versa.
2.4 An obligation not to do something includes an obligation not to permit or cause that thing to be done.
2.5 A reference to something being "in writing" includes it being represented or reproduced in visible form, including electronically.
2.6 A reference to a statute includes any amendment to, or replacement of, that statute, and any regulations made under it.
3. Notices
A notice under this agreement is validly given: by hand, on delivery; or by email, one hour after sending to the recipient's last known email address, unless the sender receives a delivery-failure notice within that hour. A notice received after 5pm on a Working Day, or on a day that is not a Working Day, is treated as received on the next Working Day.
4. Services
4.1 GRIDSHIFT will provide the Services to the Customer in accordance with this agreement and the Quote, in consideration of payment of the Fees.
4.2 If the Customer requires Additional Services, it must notify GRIDSHIFT in writing. GRIDSHIFT will advise the Customer of the Additional Fees and any changes to scope or timeframe. If the Customer agrees in writing, this agreement is varied accordingly.
4.3 The parties will use reasonable endeavours to meet the timeframes set out in the Quote. Timeframes are estimates, particularly where they depend on the Customer providing Customer Material, feedback, or approvals on time.
4.4 If GRIDSHIFT becomes aware of a delay in delivering the Services, it will notify the Customer in writing within five Working Days, stating the cause and a revised estimated completion date. The Customer must not unreasonably withhold an extension of time in these circumstances.
5. Review and Approval of Deliverables
5.1 Where a Deliverable is provided for review, the Customer must give written approval, or written notice of required changes, within the period stated in the Quote (or, if none is stated, within five Working Days of delivery).
5.2 If the Customer does not respond within that period, the Deliverable is deemed approved.
5.3 Requested changes within the scope agreed in the Quote will be carried out as part of the Services. Changes outside that scope, or beyond the agreed number of revision rounds, are Additional Services and may incur Additional Fees under clause 7.10.
6. Customer Obligations
6.1 The Customer must use the Services for its own lawful business purposes and must not resell or make the Services available to any third party without GRIDSHIFT's written consent.
6.2 The Customer must not: impersonate another person, or misrepresent its authority to act for another person or for GRIDSHIFT; attempt to undermine the security or integrity of any systems GRIDSHIFT uses to deliver the Services; or use the Services, or transmit any Data, in a way that breaches a third party's rights (including Intellectual Property Rights and privacy rights) or is unlawful, objectionable, or misleading.
6.3 The Customer will provide GRIDSHIFT with the material required under the applicable Quote ("Customer Material") in a form suitable for use without further modification by GRIDSHIFT.
6.4 The Customer must comply with the terms of any third-party platform, host, or service used in connection with the Services, and with all applicable law.
6.5 If a third party claims that Customer Material, or GRIDSHIFT's use of it as contemplated by this agreement, infringes that party's rights, the Customer indemnifies GRIDSHIFT against any resulting loss, claim, or reasonable legal cost.
6.6 Where a Deliverable includes claims, projections, financial information, or other statements provided by the Customer, or approved by the Customer under clause 5, the Customer is solely responsible for the accuracy, completeness, and lawfulness of that content. This applies in particular to Deliverables used in an investment, fundraising, or other regulated context. GRIDSHIFT does not verify, and gives no warranty as to, the accuracy of Customer-provided or Customer-approved content.
7. Fees
7.1 The Customer will pay the Fees set out in the Quote, plus any Additional Fees incurred under this agreement.
7.2 GRIDSHIFT will provide a valid tax invoice for the Fees and any Additional Fees.
7.3 The Customer must raise any invoice dispute in writing within 14 days of the invoice date. GRIDSHIFT will consider it in good faith and respond promptly.
7.4 The Customer must pay each invoice within 14 days of its date, by electronic payment to the account GRIDSHIFT nominates.
7.5 All Fees paid are non-refundable, except where required by law.
7.6 GRIDSHIFT may charge interest on overdue amounts, calculated daily from the due date until payment, at GRIDSHIFT's principal trading bank's corporate overdraft reference rate (or its nearest equivalent) plus 2% per annum.
7.7 If an invoice remains unpaid more than 14 days after its due date, GRIDSHIFT may suspend further work and delivery of Services until payment is received in full, without that suspension constituting a breach of this agreement by GRIDSHIFT. GRIDSHIFT will give the Customer written notice before suspending Services under this clause.
7.8 If an invoice remains unpaid more than 30 days after its due date, GRIDSHIFT may charge a fixed administration fee of NZD $150, and a further NZD $150 for each additional 30-day period (or part of it) that the amount remains outstanding, in addition to interest under clause 7.6.
7.9 The Customer is responsible for GRIDSHIFT's reasonable debt collection and legal costs incurred in recovering overdue amounts.
7.10 If a project or campaign exceeds the scope, timeframes, or hours set out in the Quote — including because of Customer-requested changes, delayed approvals, extra revision rounds, or new requirements — GRIDSHIFT may charge Additional Fees for the extra work, calculated at GRIDSHIFT's standard rates or as otherwise agreed in writing, and invoiced under this clause 7.
7.11 If the Customer has prepaid funds for media spend or other third-party advertising costs, GRIDSHIFT may reallocate some or all of those funds to cover Fees, Additional Fees, or overdue amounts owing under this agreement, and will notify the Customer if it does so. The Customer acknowledges this may reduce the funds available for media placement and remains responsible for topping up media funds where required to maintain campaign delivery.
7.12 Where the Services include a marketing or advertising campaign, including the purchase of paid media or advertising space, all Fees relating to that campaign — including any media spend to be administered by GRIDSHIFT on the Customer's behalf — must be paid in full before the campaign launches. GRIDSHIFT is not obliged to commence or continue a campaign, or to commit media spend on the Customer's behalf, until payment in full has been received.
8. Expenses
8.1 Where the Customer requires the Nominated Consultant to travel domestically or internationally to deliver the Services, the Customer is responsible for pre-approved travel, accommodation, and per diem costs, and any related taxes.
8.2 Other expenses (for example, client entertainment) incurred by the Nominated Consultant in delivering the Services will be reimbursed by the Customer only if pre-approved in writing by an authorised Customer representative and submitted with supporting documentation.
9. Data and Privacy
9.1 The Customer acknowledges that GRIDSHIFT may need to access Data to perform the Services, and may authorise its personnel to do so for that purpose.
9.2 The Customer is responsible for obtaining any consents or approvals needed for GRIDSHIFT to access and use the Data as contemplated by this agreement.
9.3 Where Data includes personal information, the Customer must ensure it has the necessary authority and consents under the Privacy Act 2020 (New Zealand) and, where applicable, the Privacy Act 1988 (Cth) and the Australian Privacy Principles, to permit GRIDSHIFT to collect, hold, use, and disclose that information for the purposes of providing the Services.
9.4 The Customer indemnifies GRIDSHIFT against any liability, claim, cost (including reasonable legal fees), or loss arising from an actual or alleged claim that the Data infringes a third party's rights, including Intellectual Property Rights or privacy rights.
10. Intellectual Property
10.1 GRIDSHIFT pre-existing IP. GRIDSHIFT retains ownership of all Intellectual Property it owned, developed, or licensed before an engagement, and of its general methodologies, frameworks, tools, templates, and know-how, even where these are used in delivering the Services. Nothing in this agreement transfers ownership of that pre-existing Intellectual Property to the Customer.
10.2 Customer Material and Data. Ownership of, and Intellectual Property Rights in, Customer Material and Data remain with the Customer. The Customer grants GRIDSHIFT a non-exclusive, worldwide licence to use, copy, modify, and host Customer Material and Data solely to deliver the Services.
10.3 Final Deliverables. On full payment of all Fees relating to a Deliverable, GRIDSHIFT assigns to the Customer all Intellectual Property Rights in that final, approved Deliverable, to the extent it was created specifically for the Customer under the Quote — excluding any GRIDSHIFT pre-existing Intellectual Property under clause 10.1, which is licensed to the Customer on a non-exclusive, perpetual basis for its intended use.
10.4 Drafts and unused concepts. GRIDSHIFT retains ownership of preliminary concepts, drafts, or alternative directions that are not selected or approved as final Deliverables.
10.5 Portfolio use. GRIDSHIFT may use completed Deliverables, and describe the engagement, in its portfolio, case studies, and new business materials, unless the Customer notifies GRIDSHIFT in writing that it wishes the engagement to be kept confidential, in whole or in part.
11. Confidentiality
11.1 Each party will keep the other's Confidential Information confidential and will not disclose or use it except: to perform this agreement; to its officers, employees, or professional advisers who need to know it for that purpose; as required by law; or with the other party's written consent.
11.2 This clause survives termination of this agreement.
11.3 Each party must take reasonable security measures to protect the other's Confidential Information while it holds it.
11.4 On request, or on termination, each party must return or destroy the other's Confidential Information in its possession.
12. Liability
12.1 To the extent permitted by law, GRIDSHIFT excludes liability for loss of data, business interruption, and consequential or indirect loss.
12.2 To the extent permitted by law, GRIDSHIFT excludes all warranties and representations other than those expressly set out in this agreement.
12.3 GRIDSHIFT's total liability for any claim relating to this agreement or the Services — whether arising in contract, tort (including negligence), equity, under statute, or otherwise — is limited to the Fees actually paid by the Customer under the relevant Quote.
12.4 A party's liability for a claim is reduced to the extent the other party contributed to the loss.
12.5 Where the Customer is acquiring the Services for the purposes of a business, the Consumer Guarantees Act 1993 (New Zealand) does not apply.
12.6 Where any law implies a warranty, guarantee, or condition that cannot lawfully be excluded, GRIDSHIFT's liability for breach of it is limited, at GRIDSHIFT's option, to supplying the Services again or paying the cost of having them supplied again.
12.7 Neither party is liable for failure or delay in performing its obligations to the extent caused by a Force Majeure Event, provided it notifies the other party promptly and takes reasonable steps to reduce the impact.
12.8 GRIDSHIFT provides marketing, creative, and strategic services. GRIDSHIFT does not guarantee any particular business, financial, or marketing outcome — including sales, leads, investment, audience growth, or campaign performance — and is not liable for the Customer's business results.
12.9 No claim may be brought against GRIDSHIFT relating to this agreement or the Services more than 12 months after the date the Services giving rise to the claim were provided.
13. Termination
13.1 Either party may terminate this agreement for convenience by giving the other not less than 30 days' written notice. During the notice period, GRIDSHIFT will continue to perform the Services, and the Customer remains responsible for Fees and approved expenses incurred up to the effective termination date.
13.2 If GRIDSHIFT reasonably considers the Customer has materially breached this agreement, or become insolvent, GRIDSHIFT may give written notice of the breach and a reasonable opportunity to remedy it, and may suspend the Services until the breach is remedied to GRIDSHIFT's reasonable satisfaction.
13.3 On termination or expiry, the Customer must pay all Fees for Services provided up to that date.
13.4 On termination, each party must return, or at the other's election destroy, the other's property and Confidential Information in its possession, except as needed to comply with clause 10.
14. General
14.1 The parties will do what is reasonably required, including signing documents, to give effect to this agreement.
14.2 This agreement may be signed in counterparts.
14.3 This agreement is the entire agreement between the parties on its subject matter and supersedes all prior discussions or agreements, written or oral.
14.4 Amendments must be in writing and signed by both parties, except for updates to these Terms under clause 15.
14.5 A waiver is only effective if recorded in writing and signed by the waiving party. A waiver of one breach is not a waiver of any other breach.
14.6 Neither party may assign or transfer its rights or obligations under this agreement without the other's prior written consent.
14.7 The rights and remedies in this agreement are in addition to those available at law.
14.8 This agreement is governed by the laws of New Zealand, and the parties submit to the exclusive jurisdiction of the New Zealand courts.
15. Changes to These Terms
We may update these Terms from time to time, for example to reflect changes to our practices or for operational, legal, or regulatory reasons. Updated Terms will be posted on the Site.
16. Contact
For questions about these Terms, or our privacy practices, contact us at hello@thegridshift.com.