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Quentosity Limited trading as Quentosity Group
Quentosity Limited trading as Quentosity Group – General Terms and Conditions
These terms govern the provision of services by Quentosity Limited (trading as "Quentosity Group", referred to as "Quentosity", "we", "us") to the customer ("you", "the client").
These General Terms and Conditions operate in conjunction with our Terms of Trade, which must also be reviewed and accepted. By completing an account application or engaging our services, you acknowledge and agree to be bound by both documents. These terms apply to all services provided by Quentosity Limited (trading as Quentosity Group) unless otherwise agreed in writing.
1. Definitions
1.1. Client / Customer: The individual or business engaging Quentosity for services.
1.2. MSH (Managed Service Hours): A pre-agreed block of service hours available to clients for various work tasks.
1.3. Services: Any professional services provided by Quentosity including, but not limited to, design, development, support, advertising, and hosting.
1.4. Deliverables: Any outputs provided as part of the Services.
1.5. Agreement: This document and any related scope of work, proposal, or quote.
1.6. Minimum Term: The minimum duration of a service agreement (e.g. Hosting or MSH) as agreed between Quentosity and the Client, during which termination is not permitted unless otherwise agreed.
1.7. Quote / Proposal: A document issued by Quentosity outlining the scope of Services, estimated timeframes, and applicable Fees for acceptance by the Client.
1.8. Fee: The agreed amount(s) payable by the Client to Quentosity for the provision of Services as detailed in any Quote or Proposal.
1.9. Plugin: Any third-party or custom-developed software extension used to enhance the functionality of a website, including free, paid, or bespoke components.
1.10. Custom Plugin: A software component developed specifically by Quentosity for the Client to perform a defined function not provided by third-party plugins.
1.11. Force Majeure: An event or circumstance beyond the reasonable control of either party that prevents or delays the performance of their obligations under this Agreement.
1.12. Notice: A written communication issued by one party to the other, which may be provided by email unless otherwise agreed.
1.13. Smooth Pay: A prepaid billing arrangement under which the total annual Fees for applicable Services are calculated upfront and paid via equal monthly instalments.
1.14. Prepaid Services: Services that are invoiced and payable in advance of the service period, including Services provided under a Smooth Pay arrangement.
1.15. Instalment: A monthly payment that forms part of an annual Fee and does not represent a separate, divisible, or standalone month-to-month service charge.
2. Engagement & Acceptance
2.1. Any instruction provided to us for Services, whether written or verbal, constitutes your acceptance of this Agreement. These terms apply to all work we undertake on your behalf, including any future engagements.
2.2. We reserve the right to amend these terms from time to time. Updated terms will be available on our website. Continued engagement with our services signifies your acceptance of any updated terms.
3. Payment
3.1. The Customer agrees to pay Quentosity such amount(s) as detailed in any Quote and/or agreed to by the parties (Fee/s).
3.2. Where Quentosity has agreed the Customer may pay the Fee on a monthly basis, each month the Customer must pay the monthly portion of the annual Fee in advance.
3.3. On receipt of a valid GST invoice from Quentosity, all payments due to Quentosity must be made:
a. In full without any deduction, set off, counterclaim or otherwise; and
b. By automatic payment to such bank account as Quentosity may notify the Customer in writing from time to time.
3.4. If the Fee is not paid by the due date, Quentosity may require the Customer to pay additional costs, including:
a. Interest on any such overdue Fees, costs and expenses at a rate of 15 percent per month;
b. Any costs and expenses incurred by Quentosity in collecting overdue Fees, including without limitation third party debt collection and legal costs;
c. An overdue account administration charge of $50.00 plus GST for any Fee more than ten days overdue, which will reapply for every additional seven (7) day period the Fee remains unpaid. This recurring charge reflects the administrative effort required to manage overdue accounts and ensure appropriate follow-up.
3.5. Unless specified otherwise in these Terms all amounts stated are exclusive of any GST if applicable.
3.6. Additional charges:
- Rush Fee: Work requested for same-day turnaround (outside existing MSH agreements) incurs a $250+GST fee.
- After Hours Rate: Work outside business hours (9am–5pm, Mon–Fri) is charged at $250+GST/hour.
- On-charged costs (e.g. plugin purchases) are incorporated into the quoted or invoiced fee and may include a use-of-money margin. This margin is applied internally and is not itemised separately on client-facing documentation.
4. Intellectual Property
4.1. You retain ownership of intellectual property related to your content and deliverables once final invoices are settled.
4.2. You may not reproduce, license, or modify work provided by Quentosity without our written consent unless expressly permitted.
4.3. You are responsible for ensuring you hold the rights to all content provided to us. You agree to indemnify us against any claims resulting from infringement.
5. Confidentiality
5.1. We will not disclose your confidential information without prior written consent unless required by law. Upon request, we will return all client-supplied documents.
5.2. This clause survives termination of the Agreement.
6. Hosting & Website Services
6.1. Hosting is subject to a fair use policy. Data storage and bandwidth must be used responsibly and only for your website. Activity that affects other clients or disrupts server performance may result in suspension or the need to upgrade your plan.
6.2. We reserve the right to suspend access to hosting services at any time without notice if your website poses a risk to server stability or the performance of other clients' websites.
6.3. Hosting and maintenance agreements are provided on a rolling 12-month basis unless specified otherwise.
6.4. Fees are payable in advance on a quarterly, biannual, or annual basis.
6.5. Refunds are not provided for services paid in advance. The Client shall not be entitled to any refund or credit for money paid upfront unless otherwise required by law or explicitly agreed in writing.
6.6. We may suspend or terminate hosting services due to non-payment, technical maintenance, or security concerns.
7. Managed Service Hours (MSH)
7.1. Previously referred to as SLA (Service Level Agreement). This updated term reflects the flexible, hour-based structure of our support agreements without implying fixed response or resolution times.
7.2. MSH agreements operate on a monthly basis with prepaid service hours.
7.3. Unused hours do not carry over unless expressly agreed.
7.4. Requests must be submitted in advance to ensure availability.
7.5. Rates for MSH reflect a discounted hourly rate.
7.6. Reporting on MSH usage can be provided on request.
7.7. MSH agreements do not guarantee a specific response time or resolution time. Time-sensitive support is subject to availability unless otherwise agreed in writing.
8. Change Control
8.1. Any work requested outside the original scope of work, proposal, or MSH agreement will be treated as a change request. We will provide a revised quote or time estimate before proceeding. No changes will be implemented without written approval.
9. Client Responsibilities & Delays
9.1. You agree to provide timely feedback, approvals, content, and access as required to allow us to deliver the Services. We are not responsible for delays caused by your failure to do so.
9.2. You are responsible for decisions regarding the use of plugins, integrations, and third-party tools. If a requested plugin or third-party component causes issues or breaks existing site functionality, the resulting remedial work is not included in the standard scope and will be treated as additional work, subject to separate quotation and approval.
10. Force Majeure
10.1. We are not liable for delays or failure to perform due to events beyond our reasonable control, including but not limited to natural disasters, internet outages, pandemics, government actions, or industrial disputes.
11. Data Backups
11.1. While we take reasonable precautions to safeguard data, responsibility for data backup rests with you unless otherwise agreed in writing. We recommend implementing a regular backup strategy or engaging us to manage this on your behalf.
12. AI-Generated Content
12.1. Where AI-assisted tools are used to support the creation of content, copy, visual assets, or strategy, we make no warranties regarding originality, legal compliance, or fitness for purpose unless expressly agreed in writing. This includes, but is not limited to, AI-generated text, images, video, or design components.
13. Third-Party Platforms & Dependencies
13.1. We are not responsible for disruptions or changes to services caused by third-party platforms or software providers used in the delivery of your project or campaign.
14. Cancellations & Termination
14.1. You may terminate this Agreement at any time; however, any service covered by a signed agreement, such as hosting or MSH plans, is subject to the Minimum Term and/or the notice period outlined in that agreement. Termination before the end of the agreed term is not permitted unless otherwise negotiated and agreed in writing.
14.2. If you wish to terminate the Agreement beyond the Minimum Term, at least one month's written notice is required.
14.3. Notice Timing: Any notice given during a calendar month will take effect from the 1st day of the following month, to accommodate project planning and scheduling.
14.4. All outstanding invoices must be paid, including any unbilled work to date. We may suspend or cancel services for non-payment or breach of this Agreement. All materials remain our property until payment is received in full.
15. Liability & Indemnity
15.1. You are responsible for ensuring that valid and active payment methods are maintained for third-party platforms such as Google Ads, Facebook Ads, or similar. We are not liable for any campaign pauses, ad rejections, or related business impact resulting from billing issues or third-party policy changes.
15.2. Our total liability is limited to the value of fees paid for the affected service period.
15.3. We are not liable for loss of data, profit, revenue, goodwill, or indirect damages.
15.4. You agree to indemnify us against all claims arising from your content, instructions, or actions.
15.5. We do not warrant third-party software, plugins, or platforms used as part of the Services.
16. Plugin & Software Use
16.1. If you install software or plugins independently, you accept all associated risks. If such installations result in server or security issues, you may be held liable for any impact caused.
16.2. Where you request the use of unpaid, paid or premium plugins, we will make reasonable efforts to estimate time and cost accurately based on available documentation. However, some plugins may involve unforeseen technical complexities during setup or integration. In such cases, we reserve the right to charge additional fees to address the issue. Any such charges will be communicated clearly, and your approval will be sought before proceeding.
16.3. You acknowledge that the installation or integration of plugins—whether free or paid—may unintentionally conflict with existing functionality or impact other parts of your website. Any remedial work required as a result of such conflicts is not included in standard scope and will be treated as additional work, subject to separate quotation and approval.
16.4. Where Quentosity is commissioned to develop a custom plugin for your use, the plugin will be developed to meet the agreed functional requirements. However, we do not warrant compatibility with future versions of WordPress, other plugins, or third-party services unless a separate maintenance or update plan is in place. Any future updates, fixes, or modifications beyond the original scope will be treated as separate work and quoted accordingly.
17. General Provisions
17.1. We are not liable for delays outside our control (e.g. outages, supplier issues, force majeure).
17.2. Any invalid term of this Agreement does not affect the validity of the remainder.
17.3. This Agreement may continue in force if our business is sold or restructured.
17.4. Notices may be sent via email unless otherwise agreed.
18. Governing Law
18.1. This Agreement is governed by the laws of New Zealand.
19. Prepaid Services & Smooth Pay Instalments
19.1. Annual Service Instalments
Where Quentosity and the Customer agree that Fees will be paid on a monthly basis as part of a Smooth Pay or prepaid arrangement, the Customer acknowledges that such monthly payments are instalments towards an annual service bundle and do not constitute a separate month-to-month service fee.
This clause operates consistently with clause 3.2 of the Quentosity Terms of Trade, which contemplates monthly portions of an annual Fee.
19.2. Payment in Advance
All instalments under a Smooth Pay or prepaid arrangement are invoiced and payable in advance. Payment must be received by the due date specified on the invoice.
19.3. Suspension for Non-Payment
If any Instalment remains unpaid, Quentosity may suspend all or part of the Services, including hosting, in accordance with clause 9 of the Quentosity Terms of Trade.
During any period of suspension, ancillary or dependent services (including maintenance and SSL services) will be paused, as they rely on hosting being active.
Suspension may occur regardless of which component of the annual service bundle the unpaid Instalment relates to.
19.4. Reinstatement
Suspended Services will be reinstated once all outstanding amounts have been paid in full. Quentosity may apply a reasonable reinstatement or administrative fee where applicable.
19.5. Early Termination
Where a Smooth Pay or prepaid arrangement is terminated prior to the end of the applicable annual service period, all remaining Instalments for that period become immediately due and payable, unless otherwise agreed in writing.
For any questions regarding these terms, please contact us prior to accepting your proposal or engaging our services.
