1. Introduction
These Terms of Service ("Terms") govern your access to and use of the website nax.co.nz, and the products, services, software, content and engagements (collectively, the "Services") provided by THEBRG Enterprise(Business Registration No. 003120480-W), the headquarters company registered and operating in Malaysia, trading as NAX ("NAX", "we", "us", "our"). By accessing or using the Services you agree to be bound by these Terms.
For clients in Aotearoa New Zealand these Terms are read together with the Consumer Guarantees Act 1993, the Fair Trading Act 1986, the Contract and Commercial Law Act 2017 and the Privacy Act 2020. Nothing in these Terms limits or excludes any right or remedy you have under New Zealand law that cannot lawfully be excluded.
2. Eligibility
You must be at least 18 years of age and have the legal capacity to enter into a binding agreement in your jurisdiction. If you use the Services on behalf of an organisation, you represent that you are authorised to bind that organisation to these Terms.
3. Engagements & Statements of Work
Specific engagements are governed by a signed Statement of Work ("SOW") or Master Services Agreement ("MSA") that sets out scope, deliverables, timeline, fees and acceptance criteria. In the event of conflict, the SOW or MSA prevails over these Terms with respect to the specific engagement.
4. Business use & contracting out
Our Services are supplied to businesses and organisations for business purposes. Where you acquire the Services for the purposes of a business, the parties agree that the Consumer Guarantees Act 1993 does not apply (as permitted by section 43(2) of that Act) and that sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986do not apply (as permitted by section 5D of that Act). The parties agree that it is fair and reasonable to be bound by this clause. If you are a consumer acquiring the Services for personal, domestic or household use, this clause does not apply to you and your statutory guarantees remain in full force.
5. Fees, GST & payment
Fees are stated in the applicable SOW or quotation and are exclusive of taxes. New Zealand engagements are quoted in New Zealand dollars (NZD); where GST is chargeable it is added at the prevailing rate (currently 15%). Invoices are payable within fourteen (14) days from the invoice date unless otherwise agreed. Overdue amounts accrue default interest at 1.5% per month or the maximum permitted by law, whichever is lower, and you are responsible for reasonable costs of recovery. We may suspend Services for accounts that remain past due after written notice.
6. Intellectual property
Upon receipt of full payment, you receive ownership of the bespoke deliverables created specifically for you under an SOW, excluding (a) pre-existing materials, tools, frameworks, components and know-how owned or licensed by NAX, and (b) any third-party open-source or licensed components, which remain subject to their respective licences. NAX retains a perpetual, worldwide right to use general skills, know-how and residual learning. Ownership and moral rights are dealt with in accordance with the New Zealand Copyright Act 1994.
7. Confidentiality
Each party will protect the other's confidential information with the same degree of care it applies to its own, and not less than a reasonable standard. Confidential information may be disclosed only as required to perform the Services or by law.
8. Privacy & client data
Where we handle personal information on your behalf we do so as required by the Privacy Act 2020 and our Privacy Policy. You warrant that you have all necessary authorisations to provide us with any personal information or client data, that its collection complied with applicable privacy law, and that you will not supply us with sensitive information (including health, financial or biometric data) unless the SOW expressly provides for it and appropriate safeguards are agreed in writing.
9. Acceptable use
You agree not to use the Services to:
- violate any applicable law or third-party right;
- upload malware, conduct security attacks or attempt unauthorised access;
- infringe intellectual property or privacy rights of others;
- send spam or unlawful content; or
- resell, sublicence or reverse-engineer the Services beyond what is permitted by law.
10. AI features & automated output
Some Services use artificial intelligence, machine learning and third-party model providers. AI output is probabilistic and may be incomplete or incorrect. It is provided as a decision-support tool only and is not legal, financial, medical, employment or other professional advice. You remain responsible for reviewing AI output before relying on it, for keeping a human in the loop for decisions affecting individuals, and for complying with any applicable law, including the Privacy Act 2020, the Human Rights Act 1993 and — for hiring tools — your obligations under New Zealand employment law.
11. Third-party services
The Services may integrate hosting, model, payment, messaging and analytics providers operated by third parties. Those providers are supplied on their own terms and we are not liable for their acts, omissions, outages, pricing changes or discontinuation, although we will use reasonable efforts to notify you and propose alternatives.
12. Warranties & disclaimers
We will perform the Services with reasonable skill and care consistent with industry standards. Except as expressly stated, and subject to clause 4 and to any rights that cannot lawfully be excluded, the Services and the website are provided "as is" and "as available" without warranties of any kind, whether express, implied or statutory, including merchantability, fitness for a particular purpose, uninterrupted availability, and non-infringement.
13. Limitation of liability
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential or punitive damages, or for any loss of profits, revenue, data, business opportunity or goodwill, however arising. Each party's aggregate liability arising out of or in connection with the Services will not exceed the fees actually paid to NAX for the specific Services giving rise to the claim during the twelve (12) months preceding the event. These limits do not apply to liability that cannot be excluded under New Zealand law, or to a party's fraud or wilful misconduct.
14. Indemnity
You agree to indemnify and hold NAX harmless from claims arising out of (a) your breach of these Terms, (b) content, materials or data you provide to us, and (c) your use of the deliverables in violation of law or third-party rights.
15. Force majeure
Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters and earthquakes, epidemics, war, civil unrest, strikes, government action, and failures of internet, power or third-party infrastructure. Payment obligations already accrued are not suspended.
16. Termination
Either party may terminate an engagement for material breach not cured within thirty (30) days of written notice. Sections intended to survive termination — including IP, confidentiality, fees accrued, warranties, limitations of liability and indemnity — survive.
17. Governing law & dispute resolution
For engagements with clients in Aotearoa New Zealand, these Terms are governed by the laws of New Zealand and the parties submit to the non-exclusive jurisdiction of the New Zealand courts, with Auckland as the venue. For all other engagements, the laws of Malaysia apply, being the jurisdiction of our headquarters company THEBRG Enterprise, with the courts of Malaysia having jurisdiction.
Before commencing proceedings, the parties will first attempt to resolve the dispute in good faith by senior-level discussion within fifteen (15) working days and, if unresolved, by mediation administered by the New Zealand Dispute Resolution Centre in Auckland, with costs shared equally. Either party may still seek urgent injunctive relief in any competent court to protect its intellectual property or confidential information.
18. General
If any provision is held unenforceable, the remainder continues in force. A failure to enforce a right is not a waiver of it. You may not assign these Terms without our written consent. These Terms, together with the applicable SOW or MSA, form the entire agreement between the parties in relation to the Services.
19. Changes
We may update these Terms from time to time. Material changes will be notified through the website or directly. Continued use of the Services after the effective date constitutes acceptance of the updated Terms.
20. Contact
THEBRG Enterprise (003120480-W), headquarters in Malaysia · NAX New Zealand, Auckland ·hello@nax.co.nz