TIBERIUS DIGITAL

Website Development & Digital Services

TERMS OF SERVICE

Effective Date: 16 March 2026

Governed by the laws of New Zealand

Tanama Limited trading as Tiberius Digital.

73 The Strand,
Parnell,
Auckland,
New Zealand

IMPORTANT NOTICE TO CLIENTS

These Terms of Service (Terms) constitute a legally binding agreement between Tanama Limited trading as Tiberius Digital (Company, we, us, our) and the Client. By engaging our services, signing a Statement of Work, or making any payment, you confirm that you have read, understood and agreed to be bound by these Terms in their entirety.

These Terms are intended for use by businesses and professional entities. By accepting these Terms, the Client confirms that it is acquiring services for business purposes and that the Consumer Guarantees Act 1993 and the provisions of the Fair Trading Act 1986 applicable to consumer transactions are, to the extent permitted by law, excluded from applying to this engagement.

If you do not agree to these Terms, you must not engage our services.

1. DEFINITIONS

1. Definitions

In these Terms, the following definitions apply:

2. ENGAGEMENT & STATEMENTS OF WORK

2. Engagement & Statements of Work

2.1 Agreement Structure

These Terms govern all engagements between the Company and the Client. Each project or service engagement will be further described in a Statement of Work (SoW). In the event of any conflict between these Terms and a SoW, the SoW prevails in respect of the specific project, and these Terms prevail in all other respects.

2.2 Commencement

An engagement commences on the later of: (a) the date the Client signs or otherwise accepts a SoW; or (b) the date the Company receives the initial deposit specified in the SoW.

2.3 Scope Variations

Any request to alter, expand, or reduce the scope of Services beyond what is described in the applicable SoW must be agreed in writing by both parties before the Company is obliged to undertake the varied work. The Company will issue a written variation notice setting out the revised scope, fees, and timeline. Verbal approvals do not constitute a binding variation. Time and costs incurred by the Company in scoping, reviewing, or responding to variation requests may be charged at the Company's standard hourly rate.

2.4 Client Responsibilities

The Client agrees to:

• Provide all required materials, content, approvals, access credentials and feedback in a timely manner;

• Designate a single authorised point of contact with authority to give approvals and instructions;

• Ensure all content and materials supplied to the Company do not infringe any third party rights; and

• Respond to reasonable requests from the Company within 5 business days unless otherwise agreed.

The Company is not liable for any delays, additional costs or substandard outcomes arising from the Client's failure to meet these responsibilities.

3. FEES, PAYMENT & INTEREST

3. Fees, Payment & Interest

3.1 Fees and GST

All fees are stated in New Zealand Dollars (NZD) and are exclusive of GST unless expressly stated otherwise. GST will be added at the applicable rate to all taxable supplies. The Client is responsible for any other taxes, duties, or charges applicable in their jurisdiction.

3.2 Payment Schedule

Fees are payable in accordance with the schedule set out in the applicable SoW. Where no schedule is specified, the following default terms apply:

• A deposit of 50% of the total project fee is due prior to commencement of any work;

• The remaining 50% is due upon practical completion or launch, whichever occurs first; and

• For ongoing retainer or subscription services, fees are invoiced monthly in advance and are due within 20 days of the invoice date.

3.3 Late Payment and Interest

If any amount is not paid by its due date, the Company may, without limiting any other remedy:

• Charge interest on overdue amounts at a rate of 2% per month (compounding monthly), calculated from the due date until the date of actual payment;

• Suspend provision of Services until all outstanding amounts (including accrued interest) are paid in full; and

• Recover from the Client all reasonable costs incurred by the Company in collecting overdue amounts, including debt collection agency fees and legal costs on a solicitor-client basis.

3.4 Disputed Invoices

If the Client disputes any invoice, the Client must notify the Company in writing within 7 days of the invoice date, setting out the nature of the dispute in reasonable detail. The Client must pay undisputed amounts by the due date regardless of any dispute. Failure to raise a dispute within 7 days constitutes acceptance of the invoice.

3.5 Ownership Until Full Payment

All Deliverables, website files, source code, design assets and associated materials created by the Company remain the exclusive property of the Company until the Client has made payment in full of all amounts owing under the Agreement. The Client acquires no right, title, or interest in any Deliverables prior to full payment. This clause is a retention of title clause and is intended to be enforceable to the fullest extent permitted by New Zealand law.

3.6 Transfer of Ownership on Full Payment

Upon receipt of full payment of all amounts owing under the Agreement, all Intellectual Property rights in the Deliverables (excluding Third-Party Elements) vest automatically in the Client by way of present assignment, without the need for any further instrument. Third-Party Elements remain subject to their applicable licence terms, which the Company will provide to the Client on request.

4. CONFIDENTIALITY

4. Confidentiality

4.1 Mutual Obligations

Each party agrees to hold the other's Confidential Information in strict confidence, to use it solely for the purposes of performing or receiving the Services, and not to disclose it to any third party without the prior written consent of the disclosing party. Each party must take at least the same degree of care to protect the other's Confidential Information as it takes with its own confidential information, and in any event no less than reasonable care.

4.2 Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of these Terms; (b) was rightfully known to the receiving party before disclosure; (c) is received from a third party without restriction; or (d) must be disclosed by law, regulation, or court order, provided the receiving party gives prompt written notice and cooperates with any efforts to obtain a protective order.

4.3 Data and Credentials

The Company will handle any access credentials, API keys, login details, and platform accounts provided by the Client with reasonable care and will not use them for any purpose beyond delivery of the Services. The Client is responsible for revoking access credentials upon termination of the Agreement.

4.4 Survival

This clause survives termination or expiry of the Agreement for a period of 3 years.

5. INTELLECTUAL PROPERTY

5. Intellectual Property

5.1 Client Content

The Client retains ownership of all content, materials, trade marks, logos and other assets provided by the Client to the Company for incorporation into the Deliverables (Client Content). The Client grants the Company a non-exclusive, royalty-free licence to use, reproduce and modify Client Content solely for the purpose of delivering the Services.

5.2 Company's Background IP

The Company retains ownership of all pre-existing Intellectual Property, tools, frameworks, methodologies, know-how, and proprietary code used in delivering the Services (Background IP). To the extent any Background IP is incorporated into the Deliverables, the Company grants the Client a perpetual, non-exclusive, royalty-free licence to use that Background IP solely as part of the Deliverables, subject to full payment.

5.3 Third-Party Elements

Certain Deliverables may incorporate Third-Party Elements subject to their own licence terms (including open-source licences). The Company will use commercially reasonable efforts to disclose material Third-Party Elements. The Client is responsible for ongoing compliance with applicable third-party licence terms.

5.4 Portfolio Rights

The Company reserves the right to display and reference the Client's completed Deliverables as part of its portfolio, case studies, and promotional materials, unless the Client has requested otherwise in writing at the time of engagement. The Company will not disclose confidential business information in any such reference.

5.5 No Infringement Warranty

The Client warrants that all Client Content and instructions provided to the Company do not infringe the Intellectual Property rights, privacy rights, or any other rights of any third party. The Client will indemnify the Company against all claims, costs, and losses arising from any breach of this warranty.

6. PROJECT DORMANCY & TERMINATION

6. Project Dormancy & Termination

6.1 Project Dormancy

If the Client becomes unresponsive and fails to provide required materials, feedback or approvals for 30 consecutive calendar days, the project will be deemed dormant. The Company will:

• Provide written notice to the Client at the email address on file;

• Allow the Client 7 days from the date of notice to re-engage; and

• If no response is received within that period, the Company may suspend work, terminate the Agreement, or apply dormancy fees as specified in the SoW or dormancy notice.

All payments made prior to dormancy are non-refundable. The Client remains liable for all amounts accrued to the date of dormancy or termination.

6.2 Termination by the Company for Non-Payment

The Company may terminate the Agreement immediately by written notice if the Client fails to make any payment by its due date and the default is not remedied within 14 days of a written notice to remedy. Upon such termination:

• The Client's website and associated digital assets may be taken offline or redirected;

• Access to hosting, domains, and platform accounts managed by the Company may be revoked;

• The Company retains the right to repurpose or dispose of Deliverables in respect of which ownership has not transferred to the Client; and

• The Client remains liable for all outstanding fees, accrued interest, and any reasonable wind-down costs.

6.3 Termination by Either Party for Convenience

Either party may terminate the Agreement on 30 days' written notice to the other party. In the event of termination for convenience by the Client, the Client will pay the Company for all work completed to the date of termination, plus a reasonable kill fee equivalent to 25% of the remaining unbilled project fees, to compensate for lost opportunity and resource commitment.

6.4 Termination for Material Breach

Either party may terminate the Agreement immediately by written notice if the other party commits a material breach of the Agreement and, where the breach is capable of remedy, fails to remedy it within 14 days of written notice specifying the breach.

6.5 Reinstatement

Services suspended or terminated for non-payment may be reinstated at the Company's sole discretion, upon full payment of all outstanding amounts plus a reinstatement fee of $500 NZD (excluding GST) and any applicable dormancy fees. Reinstatement does not constitute a waiver of any prior breach.

6.6 Consequences of Termination

On termination or expiry of the Agreement for any reason: (a) the Client must pay all amounts outstanding within 7 days; (b) each party must return or destroy the other's Confidential Information on request; and (c) the provisions of these Terms that by their nature should survive (including clauses on payment, IP, confidentiality, liability, and dispute resolution) will continue in full force.

7. WARRANTIES & DISCLAIMERS

7. Warranties & Disclaimers

7.1 Company Warranties

The Company warrants that: (a) it has the right to enter into this Agreement and provide the Services; (b) it will perform the Services with reasonable skill, care, and diligence; and (c) the Deliverables will materially conform to the specifications set out in the applicable SoW for a period of 30 days following delivery (Warranty Period). The Client must notify the Company in writing of any non-conformance within the Warranty Period and the Company's sole obligation is to remedy the non-conformance at no additional cost.

7.2 No Further Warranties

Except as expressly set out in clause 7.1, the Company provides the Services and Deliverables on an as-is basis and to the fullest extent permitted by law, excludes all implied warranties, representations, and conditions, including any implied warranty of fitness for a particular purpose, merchantability or non-infringement.

7.3 Search Engine and Platform Variables

The Client acknowledges that search engine rankings, advertising performance and digital marketing outcomes are subject to variables outside the Company's control, including algorithm changes, competitor activity and platform policy updates. The Company makes no guarantee of specific rankings, traffic volumes, conversion rates or return on advertising spend.

7.4 Third-Party Services

The Company may recommend, configure or integrate third-party platforms and services (including hosting, CRM, e-commerce and advertising platforms). The Company does not warrant the availability, security or performance of any third-party service and is not liable for any loss arising from a third-party service failure, change or discontinuation.

8. LIMITATION OF LIABILITY

8. Limitation of Liability

8.1 Exclusion of Consequential Loss

To the fullest extent permitted by law, the Company is not liable to the Client for any indirect, consequential, incidental, special or punitive loss or damage, including loss of profits, loss of revenue, loss of data, loss of goodwill, business interruption or loss of business opportunity, whether arising in contract, tort (including negligence), statute or otherwise, even if the Company has been advised of the possibility of such loss.

8.2 Aggregate Liability Cap

The Company's total aggregate liability to the Client for all claims arising under or in connection with the Agreement (whether in contract, tort, statute, or otherwise) is limited to the total fees paid by the Client to the Company in the 12-month period immediately preceding the event giving rise to the claim. This cap applies to all claims in aggregate, not per claim.

8.3 Essential Basis

The Client acknowledges that the limitations in this clause 8 reflect a fair allocation of risk between the parties and form an essential basis of the bargain between them. The fees charged by the Company would be materially higher without these limitations.

8.4 Consumer Guarantees Act

Nothing in these Terms limits any rights the Client may have under the Consumer Guarantees Act 1993 that cannot lawfully be excluded. However, as noted in the Important Notice above, where the Client is acquiring Services for the purposes of a business, the Consumer Guarantees Act 1993 does not apply pursuant to section 2 of that Act.

8.5 Fair Trading Act

Nothing in these Terms is intended to exclude liability for any conduct that would constitute a breach of the Fair Trading Act 1986 that cannot lawfully be excluded. Certain guarantees under the Fair Trading Act may apply regardless of this clause.

9. INDEMNITY

9. Indemnity

The Client will indemnify, defend and hold harmless the Company and its directors, employees, contractors, and agents from and against all claims, damages, losses, costs and expenses (including legal fees on a solicitor-client basis) arising from or related to:

• Any breach by the Client of these Terms;

• Any content, materials, or instructions provided by the Client that infringe any third-party Intellectual Property right, privacy right, or other legal right;

• The Client's use of the Deliverables in a manner not authorised by the Company or in breach of applicable law; or

• Any claim by a third party arising from the Client's business operations or website content.

10. SUBMISSIONS

10. Submissions

10.1 Ownership of Submissions

Any questions, comments, suggestions, ideas, feedback, concepts or other information or materials that the Client or any of its representatives submit or transmit to the Company by any means, including by email, contact form or in the course of project discussions, whether or not solicited by the Company (Submissions), are and will remain the sole and exclusive property of the Company. The Company acquires all right, title and interest in and to such Submissions, including all Intellectual Property rights and is entitled to the unrestricted use and dissemination of those Submissions for any lawful purpose, commercial or otherwise, without acknowledgement or compensation to the Client.

10.2 Waiver of Moral Rights

The Client hereby irrevocably waives and procures the waiver of, all moral rights (as defined under the Copyright Act 1994 (NZ) and any equivalent legislation in any jurisdiction) in any Submissions to the fullest extent permitted by law. The Client warrants that any Submission is original to the Client or that the Client has the right to submit it and agrees there shall be no recourse against the Company for any alleged or actual infringement or misappropriation of any proprietary right in any Submission.

10.3 Scope

For clarity, this clause does not apply to Client Content forming part of the agreed scope of a Statement of Work. Client Content provided under a SoW is governed by clause 5.1. This clause applies to unsolicited communications, ideas and feedback submitted to the Company outside of formal project deliverables.

11. ELECTRONIC COMMUNICATIONS & SIGNATURES

11. Electronic Communications & Signatures

11.1 Electronic Communications

Visiting the Company's website, sending emails, completing online forms and accepting SoWs digitally all constitute valid electronic communications. The Client consents to receive communications from the Company electronically, including by email and through the Company's website or client portals and agrees that all agreements, notices, disclosures and other communications provided electronically satisfy any legal requirement that such communications be in writing.

11.2 Electronic Signatures

The Client agrees to the use of electronic signatures, contracts, orders and other records and to the electronic delivery of notices, policies, invoices and records of transactions initiated or completed by or on behalf of the Company. Electronic signatures have the same legal effect as handwritten signatures and are binding on the parties. The Company may rely on any electronic signature or digital acceptance as conclusive evidence of the Client's agreement to the relevant document or communication.

11.3 Records Retention

The Company may retain electronic records of all communications, agreements and transactions between the parties for its own business purposes and as required by applicable law. The Client waives any right to require delivery or retention of non-electronic records in respect of any matter governed by this Agreement.

12. UNSOLICITED INFORMATION

12. Unsolicited Information

The Company does not wish to receive and the Client should not transmit to the Company, any information that the Client regards as confidential or proprietary outside of the formal engagement process governed by a signed Statement of Work and clause 4 of these Terms. Any information or material sent to the Company outside of that formal process will be deemed not to be confidential. By sending the Company any such information or material, the Client grants the Company an unrestricted, irrevocable licence to copy, reproduce, publish, upload, transmit, distribute, publicly display, perform, modify, and create derivative works from those materials for any lawful purpose. The Company will not release the Client's name in connection with any such unsolicited material unless the Company has obtained the Client's prior written consent, the Client has submitted the material to a part of the Company's platform where it is clearly stated that it will be published with attribution, or the Company is required to do so by law. This clause does not limit clause 4, which continues to govern Confidential Information exchanged in the context of a formal engagement.

13. FORCE MAJEURE

13. Force Majeure

Neither party is liable to the other for any delay or failure to perform its obligations under the Agreement to the extent such delay or failure is caused by an event beyond that party's reasonable control, including acts of God, natural disasters, pandemic, government action, cyberattack on third-party infrastructure, or major internet or platform outages (Force Majeure Event). The affected party must: (a) notify the other party promptly on becoming aware of the Force Majeure Event; (b) use reasonable endeavours to mitigate the impact; and (c) resume performance as soon as reasonably practicable. If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate the Agreement on written notice without liability, except that the Client must pay for all Services performed prior to termination.

14. PRIVACY

14. Privacy

14.1 Privacy Act 2020 Compliance

The Company will handle any personal information collected from or on behalf of the Client in accordance with the Privacy Act 2020 (NZ) and the Information Privacy Principles contained therein. Personal information will only be used for the purposes for which it was collected or for a directly related purpose.

14.2 Data Processing

Where the Company processes personal information on behalf of the Client in the course of providing the Services, the Client warrants that it has all necessary authority and consents to permit such processing and that such processing is lawful.

14.3 Security

The Company will take reasonable technical and organisational measures to protect any personal information held against unauthorised access, loss, or disclosure. The Company is not liable for any data breach arising from vulnerabilities in third-party platforms or services outside the Company's control.

15. DISPUTE RESOLUTION

15. Dispute Resolution

15.1 Good Faith Negotiation

If a dispute arises between the parties in connection with the Agreement, either party may give written notice to the other specifying the nature of the dispute (Dispute Notice). The parties must attempt to resolve the dispute by good-faith negotiation between senior representatives of each party within 15 business days of the Dispute Notice (Negotiation Period).

15.2 Mediation

If the dispute is not resolved during the Negotiation Period, either party may refer the dispute to mediation administered by AMINZ (Arbitrators' and Mediators' Institute of New Zealand) or such other mediator as the parties agree in writing. Mediation is a condition precedent to either party commencing court proceedings, except where a party seeks urgent interlocutory relief. The costs of mediation will be shared equally between the parties unless otherwise agreed.

15.3 Litigation

If mediation does not resolve the dispute within 30 days of appointment of the mediator (or such longer period as the parties agree), either party may commence proceedings in a court of competent jurisdiction in New Zealand.

15.4 Governing Law and Jurisdiction

This Agreement is governed by and construed in accordance with the laws of New Zealand. Each party irrevocably submits to the exclusive jurisdiction of the courts of Auckland, New Zealand in respect of any dispute or claim arising out of or in connection with this Agreement. Service of proceedings may be effected on a party by sending them to the address specified in the SoW or the last known address of that party.

15.5 Continued Performance

Despite any dispute, each party must continue to perform its obligations under the Agreement unless and until the Agreement is validly terminated.

16. GENERAL

16. General

16.1 Entire Agreement

These Terms together with the applicable SoW constitute the entire agreement between the parties with respect to its subject matter and supersede all prior representations, negotiations, understandings, and agreements, whether oral or written. No party has entered into this Agreement in reliance on any representation not set out in these Terms or the applicable SoW.

16.2 Variation

No amendment or variation of these Terms is effective unless it is in writing and signed by an authorised representative of each party. The Company reserves the right to update these Terms from time to time. The updated Terms will be published at tiberius.co.nz & tiberius.digital. Continued use of the Services after the effective date of any update constitutes acceptance of the updated Terms. For existing engagements, the Terms in effect at the date of the applicable SoW continue to govern unless both parties agree otherwise in writing.

16.3 Waiver

No failure or delay by either party in exercising any right under this Agreement constitutes a waiver of that right. A waiver of any breach of this Agreement is not a waiver of any subsequent breach. No waiver is effective unless made in writing.

16.4 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by any court or tribunal of competent jurisdiction, that provision will be severed, and the remaining provisions will continue in full force and effect.

16.5 No Assignment

The Client may not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Company. The Company may assign or subcontract any of its rights or obligations under this Agreement without the Client's consent, provided that any such assignment or subcontracting does not adversely affect the delivery of Services to the Client.

16.6 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, employment, agency, or fiduciary relationship between the parties. The Company may engage subcontractors to assist in delivering the Services without notice to or consent from the Client.

16.7 Notices

All notices under this Agreement must be in writing and delivered by email (with read receipt requested) or by courier to the addresses set out in the applicable SoW or as otherwise notified in writing. Notices by email are deemed received on the next business day after sending, unless the sender receives an automated bounce or delivery failure notification.

16.8 Counterparts

If any document forming part of this Agreement requires execution, it may be signed in counterparts, each of which when executed constitutes an original and all of which together constitute one document. Electronic signatures are accepted and have the same legal effect as handwritten signatures.

17. CONTACT

17. Contact & Acceptance

For any questions regarding these Terms, or to provide written notices under this Agreement, please contact:

Tanama Limited trading as Tiberius Digital

73 The Strand, Parnell, Auckland, New Zealand

support@tiberius.co.nz

By engaging the Company's services, signing a Statement of Work or making any payment, the Client acknowledges that it has read and agrees to be bound by these Terms of Service.