Master Terms of Service & Deployment Agreement

1. Architecture & Deployment Scope

Nerodyn Digital (“the Entity”, “we”, “us”) provisions high-performance digital infrastructure, native web architecture, and autonomous AI systems (“the Asset”) for commercial clients (“the Client”, “you”). The specific scope of deployment, including tier selection, features, and functionality, will be explicitly defined in the Client’s specific Project Invoice and Brief. Any functionality not explicitly listed in the accepted brief is considered out of scope.

2. Financial Terms & Capital Transfer

All deployment costs are quoted in New Zealand Dollars (NZD). As Nerodyn Digital is currently operating as a boutique infrastructure firm under the localised tax threshold, GST is not currently applied to our invoices.

Payment Structure: Deployments require a 50% non-refundable capital deposit to initiate the architecture build. The remaining 50% is required immediately prior to the final DNS edge deployment (going live).

Failure to Remit: If final payment is withheld for more than 14 days following the completion of the prototype, Nerodyn Digital reserves the right to terminate the project and retain the initial deposit to cover engineering labour.

3. Revisions & Interface Calibration

To ensure rapid, sub-second deployment timelines (typically 7 to 14 operational days), Nerodyn operates on a strict efficiency protocol.

The Client is entitled to up to three (3) rounds of interface calibration (revisions) during the Prototype Phase.

These calibrations cover aesthetic adjustments, copy modifications, and layout shifts. They do not cover core architectural changes or the addition of new pages/systems not agreed upon in the initial scope. Further revisions will be billed at an hourly engineering rate of $150 NZD/hr.

4. Intellectual Property & Asset Handover

Upon clearance of the final 50% invoice, full ownership of the final deployed frontend HTML/CSS/JS architecture and design assets is transferred to the Client. Nerodyn Digital retains the perpetual right to utilise the deployed asset for portfolio, analytical, and marketing purposes. Nerodyn Digital retains ownership of underlying proprietary code libraries and logic frameworks utilised across multiple builds.

5. Autonomous Systems & Third-Party APIs (Tier 3 & 4)

For clients utilising our Autonomous AI Qualification Agents:

Included Compute: Tier 3 and Tier 4 deployments include a predefined allocation of AI compute (e.g., 2,000 interactions). Once this threshold is breached, additional compute will be billed directly to the Client at cost, or the Client must transition to their own API billing account.

AI Liability: While our systems utilise strict logic-tree routing to maintain accuracy, Large Language Models (LLMs) can occasionally produce unpredictable outputs. Nerodyn Digital accepts zero liability for loss of revenue, reputation, or data resulting from autonomous agent outputs or third-party API downtime (e.g., OpenAI, Voiceflow, Make.com outages).

6. Limitation of Liability

The Asset is deployed on an “as-is” basis. Nerodyn Digital engineers infrastructure to industry-leading performance metrics (e.g., Google Lighthouse), but we do not legally guarantee specific financial returns, ad-spend reductions, or search engine rankings. In no event shall Nerodyn Digital’s total liability for any claim arising out of this agreement exceed the total capital paid by the Client for the specific deployment in question.

7. Governing Law

This agreement shall be governed by and construed in accordance with the laws of New Zealand.

8. Delivery Failure & Remediation

If Nerodyn Digital fails to deliver the agreed-upon Asset within the communicated timeline (plus a reasonable grace period of 7 operational days), the Client may request a full refund of the initial deposit. This refund will be processed within 14 business days of the written request.

This clause does not apply where delays are caused by the Client’s failure to provide required assets, feedback, or approvals within reasonable timeframes.

9. Third-Party Infrastructure & Ongoing Registrations

While Nerodyn Digital engineers zero-maintenance edge architectures, foundational third-party operational costs—including but not limited to yearly domain name registration renewals, premium API usage exceeding the included allotment, or enterprise-tier CDN upgrades—remain the sole financial responsibility of the Client. Nerodyn Digital accepts no liability for infrastructure downtime resulting from the Client's failure to renew domain ownership, maintain DNS access, or remit payment to third-party infrastructure providers.