Terms of Service

WakaWeb provides website design, website development, branding, SEO services, website hosting, website management, content creation, and related digital marketing services.

The scope, deliverables, timelines, pricing, and specific inclusions for each engagement are set out in the applicable proposal, quotation, onboarding form, checkout flow, or written agreement.

Where there is any inconsistency between these Terms and a project-specific agreement, the project-specific agreement will prevail for that engagement.

We may make reasonable updates or improvements to our service delivery methods, systems, or tooling from time to time without materially reducing the agreed scope of deliverables.

Unless otherwise agreed in writing, all invoices are payable within seven (7) days.

Subscription-based services (including hosting, website management, and ongoing SEO services) are billed in advance on a recurring monthly basis.

By providing payment details, you authorise WakaWeb to automatically charge your nominated payment method on a recurring basis until the subscription is cancelled.

You are responsible for ensuring payment details remain valid and up to date.

Late or failed payments may result in suspension or limitation of services until outstanding amounts are paid.

Cancellations: You may cancel your subscription services at any time via your secure Stripe Customer Portal or by providing written notice to hello@wakaweb.co.nz. To avoid being charged for the next billing cycle, cancellation must be processed or requested at least forty-eight (48) hours prior to your next scheduled recurring payment date. Upon cancellation, your subscription will remain active until the end of your current paid billing period, at which point access to the platform and subscription-based hosting services will cease. Except as expressly set out in Section 9 (Provider Termination & Discontinuation), no refunds are provided for partial months or unused portions of a billing cycle.

Promotional offers, referral offers, website gifts, discounts, and other special pricing are subject to the specific terms stated with the applicable offer and are subject to WakaWeb’s approval and eligibility requirements. WakaWeb reserves the right to refuse, withdraw, cancel, modify, suspend, or discontinue any promotional offer at any time, including the Stockist Gift. Where an offer has already been validly claimed and accepted by WakaWeb, the applicable promotional terms will continue to apply unless otherwise stated or required by law. Unless otherwise stated, promotional discounts apply only to eligible WakaWeb subscription fees and do not apply to third-party costs, domains, plugins, or other additional services. Promotional discounts are not redeemable for cash, cannot be combined with other offers, and may only be applied once per eligible website. WakaWeb may also refuse or withdraw an offer where it has been misused, duplicated, or obtained fraudulently.

Where services are provided on a subscription basis, WakaWeb grants you a non-exclusive, non-transferable, revocable license to access and use the website and related management services for the duration of your active subscription.

WakaWeb retains all rights, title, and interest in and to:

• the underlying website platform and infrastructure;
• proprietary source code and systems;
• design frameworks, templates, and modules;
• automation tools and workflows;
• development methodologies and processes; and
• any general improvements or system-wide enhancements.

You retain ownership of your business identity, branding, logos, content, customer data, and any materials you provide to us.

You may use your custom designed website as your operational business website during your subscription, but you may not copy, extract, resell, sublicense, reverse engineer, or commercially exploit WakaWeb's underlying systems or platform components.

Upon cancellation or termination of your subscription, your license to use the platform and website services may cease unless otherwise agreed in writing.

Transfer of Subscription: Should you sell or transfer your business, you may request to assign your WakaWeb subscription to the new business owner. Such assignment is subject to our prior written approval and the new owner’s acceptance of these Terms of Service.

Modern Tooling & AI Platform Architecture: You acknowledge that WakaWeb utilises modern development stacks, automated software generators, and artificial intelligence development platforms (including but not limited to Lovable, Supabase, and cloud hosting architectures) to design, build, and deploy your services. Software deliverables are provided on an "as-is" and "as-available" basis. WakaWeb does not warrant that AI-assisted or platform-generated source code will be entirely error-free, uninterrupted, or clear of general open-source structural dependencies. WakaWeb applies human oversight and testing to deliverables, but you remain responsible for final acceptance testing of your application prior to operational use.

IP Ownership in Corporate Transactions: For the avoidance of doubt, all rights, title, and interest in WakaWeb's proprietary tools, platforms, white-label configurations, AI system prompts, automations, design systems, workflows, and source code are the exclusive intellectual property of WakaWeb Limited and its licensors. These assets may be freely licensed, sold, mortgaged, assigned, or transferred by WakaWeb in connection with any corporate transaction, merger, restructuring, or asset sale without accounting to, seeking permission from, or incurring liability to you.

Where branding or custom design services are purchased as a standalone project (separate from subscription services), and subject to full payment of all fees:

• ownership of final, client-specific deliverables (such as logos, brand assets, and agreed design files) is assigned to you; and
• you may use those deliverables for your business without restriction.

WakaWeb retains ownership of all underlying tools, frameworks, templates, systems, processes, and methodologies used to create such deliverables.

Unless otherwise agreed in writing, WakaWeb may showcase completed work in its portfolio, case studies, and marketing materials.

You retain ownership of all content, trademarks, logos, images, and materials you provide to WakaWeb.

By providing such content, you grant WakaWeb a worldwide, non-exclusive, royalty-free license to use, store, reproduce, modify, and display that content solely for the purpose of delivering, operating, maintaining, and improving the Services.

You represent and warrant that:

• you own or have all necessary rights to use and supply the content;
• the content does not infringe any third-party rights; and
• the content complies with all applicable laws.

You are responsible for:

• providing accurate, complete, and timely content, instructions, and access credentials;
• ensuring all materials supplied are lawful, non-infringing, and not misleading;
• providing timely approvals, feedback, and decisions required for delivery;
• maintaining access to relevant third-party systems (including hosting, domains, and integrations where applicable).

Delays caused by late or incomplete input may result in adjusted timelines, paused work, or additional fees where rework or rescheduling is required.

You are responsible for reviewing all deliverables prior to publication or deployment where approval is requested or reasonably required.

You must not use WakaWeb services or systems to:

• breach any applicable law or regulation;
• infringe intellectual property or other rights;
• distribute malicious code or attempt to interfere with systems;
• engage in fraudulent, deceptive, or abusive activity.

We may suspend or terminate services if we reasonably believe this clause has been breached.

We aim to maintain reliable access to our services; however, services are provided on an "as available" basis. Interruptions may occur due to maintenance, updates, security requirements, third-party outages, or events outside our control.

Provider Termination & Discontinuation: WakaWeb reserves the right to suspend, modify, or discontinue any Service, or terminate these Terms without cause, by providing you with at least thirty (30) days' written notice (or shorter notice where required for security, technical, legal, or platform compliance reasons). In the event WakaWeb cancels these Terms or permanently discontinues a paid Service under this clause, WakaWeb's sole liability to you will be to provide a pro-rata refund of any prepaid, unearned subscription fees paid for the remaining unused portion of your current billing cycle.

Data Retrieval Upon Exit or Wind-Down: Upon termination or expiration of your Services for any reason, your access to WakaWeb platforms, hosted environments, portals, and automations will cease at the end of the paid billing period. You are solely responsible for exporting or downloading your client content, data, and website backups prior to the effective date of termination. For the avoidance of doubt, this data export responsibility includes taking delivery of any client-owned custom deliverables assigned to you under Section 5. WakaWeb has no obligation to maintain, host, or transfer client data, deliverables, or backups after thirty (30) days following termination, and may permanently delete such data without liability.

To the maximum extent permitted by law:

• WakaWeb is not liable for indirect, incidental, consequential, or special loss or damage;
• including loss of profit, revenue, goodwill, business opportunity, or data;
• arising from or related to the use or discontinuation of our services .

Our total aggregate liability is limited to the fees paid by you for the relevant services in the three (3) months preceding the event giving rise to the claim.

Nothing in these Terms excludes rights that cannot be excluded under New Zealand law, including the Consumer Guarantees Act 1993 where applicable.

Where services are acquired in trade, you agree that you are acquiring them solely for business purposes and that the Consumer Guarantees Act 1993 and the Fair Trading Act 1986 do not apply to the maximum extent permitted by law. The parties acknowledge and agree that this exclusion is fair and reasonable.

These Terms are governed by the laws of New Zealand.

The parties submit to the exclusive jurisdiction of the New Zealand courts.

Nothing in these Terms creates a legal partnership, joint venture, agency, or employment relationship between the parties. WakaWeb acts strictly as an independent service provider, and you remain solely responsible for your own business decisions and outcomes.

WakaWeb may at any time assign, transfer, novate, charge, subcontract, or deal in any other manner with all or any of its rights or obligations under these Terms to any third party, purchaser, or successor entity in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of WakaWeb's business or assets, without requiring client consent. Except as expressly provided in Section 4 (Transfer of Subscription), you may not assign or transfer your rights or obligations under these Terms without WakaWeb’s prior written consent.

WakaWeb Limited

hello@wakaweb.co.nz