Last updated: July 2025
These Terms of Service ("Terms") govern your use of services provided by Scripted Ventures Limited ("we", "us", or "our"). By engaging our services, you agree to be bound by these Terms.
Change Log:
In these Terms:
Scripted Ventures provides technology consultancy and strategic business advisory services including but not limited to:
2.1. All services are provided subject to a signed Statement of Work (SOW) or service agreement that outlines specific deliverables, timelines, and costs.
2.2. We reserve the right to decline or discontinue services at our discretion.
2.3. You agree to provide timely access to necessary information, systems, and personnel required for service delivery.
2.4. Consumer Guarantees Act Exclusion: Both parties acknowledge they are acquiring and supplying services in trade. The Consumer Guarantees Act 1993 does not apply to these Terms or any services provided.
2.5. All changes to scope, timeline, or budget must be documented in a written variation signed by both parties.
3.1. Project IP: All intellectual property created specifically for you under the SOW ("Project IP") shall be assigned to you upon full payment of all fees. Title passes only when payment clears.
3.2. Background IP: We retain all rights to our Background IP, including pre-existing code libraries, frameworks, tools, methodologies, and know-how. Where Background IP is incorporated into Deliverables, you receive a perpetual, non-exclusive, royalty-free licence to use it solely as part of those Deliverables.
3.3. Feedback and Improvements: We may use feedback, suggestions, and general knowledge gained during engagements to improve our services, provided this does not disclose your confidential information.
4.1. Both parties agree to maintain the confidentiality of proprietary information shared during the engagement.
4.2. This obligation survives termination of services for a period of five (5) years.
4.3. Confidentiality obligations do not apply to information that is publicly available or independently developed.
5.1. Payment terms are Net 30 days from invoice date unless otherwise agreed in writing.
5.2. Late payments incur simple (not compound) interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.
5.3. We reserve the right to suspend services for overdue accounts and to recover reasonable collection costs.
5.4. All fees are exclusive of GST and other applicable taxes.
5.5. Disputed invoices must be notified within 14 days of receipt with specific reasons for dispute.
6.1. We warrant that services will be performed in a professional and workmanlike manner with reasonable skill and care.
6.2. We do not guarantee specific business outcomes or results from our services.
6.3. Liability Cap: Except for non-excludable liability, our total liability for any claim arising from a specific SOW shall not exceed the fees paid for that specific SOW.
6.4. Excluded Damages: Neither party is liable for indirect, incidental, consequential, or punitive damages, loss of profits, or loss of business opportunity.
6.5. Non-Excludable Liability: Nothing in these Terms excludes or limits liability for:
7.1. Client Indemnity: You agree to indemnify and hold us harmless from claims arising from:
7.2. Our Indemnity: We will indemnify you against third-party claims that our Deliverables infringe intellectual property rights, provided you:
8.1. Either party may terminate services with 30 days written notice.
8.2. Upon termination, you remain liable for payment of all work completed and expenses incurred.
8.3. We will provide reasonable transition assistance following termination.
9.1. Any disputes will first be addressed through good faith negotiations.
9.2. If unresolved, disputes will be submitted to mediation in Waikato, New Zealand.
9.3. These Terms are governed by New Zealand law.
10.1. Entire Agreement: These Terms and any SOW constitute the entire agreement between the parties and supersede all prior agreements and understandings.
10.2. Severability: If any provision is deemed unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed, and the remaining provisions continue in full force.
10.3. Variations: These Terms may only be varied by written agreement signed by both parties. We may update standard Terms for future engagements with 30 days' notice.
10.4. Force Majeure: Neither party is liable for delays or failures due to causes beyond reasonable control, including but not limited to acts of God, pandemic, cyber-attacks, supply chain failures, labour disputes, or government actions.
10.5. Subcontracting: We may engage subcontractors to assist in service delivery while remaining fully responsible for their work.
10.6. Non-Solicitation: During the engagement and for 12 months after, neither party shall directly solicit for employment the other party's personnel who worked on the project.
11.1. We handle personal data in accordance with our Privacy Policy and the Privacy Act 2020, including its 13 Information Privacy Principles.
11.2. We implement appropriate technical and organisational security measures to protect client data against unauthorised access, loss, or misuse.
11.3. Privacy Breaches: We will notify you and the Privacy Commissioner as soon as practicable (and where possible within 72 hours) if we become aware of a notifiable privacy breach affecting your data.
11.4. Cross-Border Data: Where we use offshore service providers (including cloud services), we ensure they are contractually bound to protect information to New Zealand standards. We use industry-standard providers such as AWS with appropriate data processing agreements.
For questions about these Terms, please contact us at:
Scripted Ventures Limited
Waikato, New Zealand
Email: legal@scriptedventures.nz
Website: www.scriptedventures.nz
13.1. Scripted Ventures Limited is not a licensed Financial Advice Provider under the Financial Markets Conduct Act 2013, as amended by the Financial Services Legislation Amendment Act 2019.
13.2. Any information, opinion or model we supply about capital-raising options, investment markets, potential funders or exit scenarios is general business information only. It is not personalised or regulated financial advice, investment advice, an offer, recommendation or solicitation to acquire or dispose of any financial product.
13.3. You must obtain independent financial, legal, tax and accounting advice before acting on any information we provide.
13.4. You acknowledge that all decisions about raising capital, investing or divesting are made solely by you and at your own risk. Scripted Ventures has no liability for any loss that results from such decisions, except to the limited extent set out in clause 6.
13.5. Our engagement is limited to identifying capital-raising avenues, introducing potential investors, and advising on commercial strategy. We do not intermediate, broker, arrange or negotiate the terms of any financial product or transaction.