These terms and conditions were last updated on 10 March 2026.
1. Who
Nexify Limited, registered in New Zealand with Business Number 9429052637988, operates under the
trading names Nexify, Dear John, and Kwalisites. The registered business address is
111 Milne Drive, Paraparaumu 5032, New Zealand.
Dear John is the business technology arm of Nexify Limited. All business transactions and
communications under the Dear John name are activities of Nexify Limited.
2. Definitions
‘We’, ‘us’, or ‘our’ refers to Nexify Limited or the trading name Dear John, registered in New Zealand with
Business Number 9429052637988.
‘You’ or ‘your’ refers to you as the client or counterparty.
‘Parties’ refers to both we and you.
‘Agreement’ or ‘contract’ refers to the contract of assignment concluded between the parties to which
these general terms and conditions apply.
‘Services’ includes, without limitation: website design, development, and maintenance; hosting
management; process automation; system integrations and connections; artificial intelligence (AI) tools
and implementation; Generative Engine Optimisation (GEO); custom GPT development; care plans;
training; and any other technology services provided by Dear John.
‘Website’ includes any website, web application, online environment, or digital platform under domains
registered to Nexify Limited or managed on behalf of the client.
‘Deliverables’ includes websites, automations, integrations, AI tools, custom code, configurations,
documentation, reports, designs, and any other output produced as part of the services.
In these terms, ‘written’ also includes email and communication via our support platforms, provided the
identity and integrity of the communication are sufficiently established.
3. Applicability and Amendment
These conditions apply to all offers, quotations, agreements, services, and other commitments to which
we have declared these terms and conditions applicable, including additional and follow-up assignments,
regardless of whether a fee is charged.
By engaging in services with Dear John, or by using Dear John’s website, you agree to be bound by
these Terms and Conditions. These Terms and Conditions are subject to change and it is your
responsibility to check for any changes.
If the agreement also involves a resell, a domain name registration, or third-party services, then in
addition to these terms, the terms and conditions of our supplier also apply, provided we have made
these available to you before the agreement was concluded. In case of conflict, the conditions of our
supplier prevail for the relevant third-party component.
If parties have made different agreements in writing (for example, in the agreement), these agreements
prevail over the general terms and conditions.
We may change our terms and conditions at any time. We will inform you in advance. You can terminate
the agreement if you disagree with the change. Your terms and conditions are invalid unless we have
agreed otherwise in writing.
Our services are aimed at you acting in a profession or business and not as a consumer. If you use our
services as a consumer, these terms apply, provided all provisions that conflict with consumer law do not
apply.
If one or more provisions in these terms or the accompanying agreement are invalid or annulled, the
remaining provisions remain fully applicable. In place of the invalid part, what is legally permissible and
closest to what the parties would have agreed applies.
4. Offer and Acceptance
All offers and quotations are without obligation and are valid for 14 days, unless stated otherwise. All
prices exclude GST and any travel expenses. Prices in the quote are leading.
We are not bound by our offer if you could reasonably have known that the offer contained an apparent
mistake or misprint.
Because Dear John’s services are highly personalised, prices shown on the Dear John website and other
marketing materials are to be treated as estimates only, not as exact offers or final quotes. All prices
exclude GST unless otherwise stated.
By confirming your registration or your approval of our quote, parties have entered into a contract of
assignment under the conditions included in the offer or quote, the general terms and conditions, and any
other written agreements made between us.
If a price is based on information you provided and this information turns out to be incorrect, we reserve
the right to adjust the price accordingly, even after the agreement has been made.
5. What Can You Expect from Us
We will perform our services carefully while considering your interests to the best of our knowledge and
ability. We may have others perform (part of) the work. However, we remain responsible for the
assignment. These conditions also apply to third parties we engage with.
A well-functioning website, automation, integration, or AI tool depends on your efforts as well. We provide
you with tools and support, but we do not give guarantees. You are responsible for the outcome and for
verifying that deliverables meet your requirements.
Website and Hosting Services
The availability of your website depends on various factors, including factors beyond the parties’ control.
We will make reasonable efforts to ensure your website is accessible, including engaging a reliable
hosting partner. However, we do not guarantee its availability. Our web hosting packages have an
average uptime of 99.9%, as promised by our supplier. This does not apply to disruptions and force
majeure.
Dear John does not directly host the websites it creates and/or manages, and therefore cannot be
responsible for hosting changes, errors, or downtime.
Automation and Integration Services
Automations and integrations depend on third-party platforms, APIs, and services that may change
without notice. We will make reasonable efforts to maintain and adapt automations and integrations, but
we do not guarantee uninterrupted operation. Changes to third-party platforms may require additional
work at additional cost.
AI Tools and Services
AI tools, including custom GPTs, AI-assisted workflows, and AI-generated content, are provided on an ‘as
is’ basis. AI outputs may contain errors, inaccuracies, or biases. You are responsible for reviewing and
verifying all AI-generated outputs before use. We do not guarantee the accuracy, completeness, or
fitness for purpose of any AI output.
AI services depend on third-party AI platforms and models which may change their capabilities, pricing, or
availability without notice. Such changes may require adjustments to the services and may affect
functionality.
Software and Updates
We will endeavour to keep the software we use up-to-date and deliver this software free of viruses and
other defects. However, we are dependent on our suppliers. We are not responsible for malware, viruses,
and other defects in delivered software, such as plugins and themes. We may also decide not to install
specific updates or patches if it is qualitatively better.
6. What Do We Expect from You
You communicate honestly and openly with us. You are responsible for your services and deliverables.
You provide us with all the information that may be important for executing the agreement. You promptly
inform us of changes in the provided data or other facts and circumstances relevant to the execution.
You are responsible for appropriate security given the business activities you conduct, such as using
backups, SSL certificates, extra secure data storage, or an escrow service. You inform us about the
security level of your systems and the measures you wish to take. We may charge extra costs for this.
You respect the copyright on everything we provide to you.
You may not resell or otherwise provide the products and services to third parties. We may take legal
action to prevent resale.
You guarantee that the electronic files or software provided via the servers are free from viruses and
other defects.
You ensure that by using our services, you do not act contrary to applicable law and do not infringe the
rights of third parties, such as spreading harmful software, deceptive practices, copyright infringement,
and sending spam messages.
The content of your website and domain name, whether via hyperlinks or other connections, may not
display pornographic, commercially erotic, violent, violence-glorifying, racist, discriminatory, inciting, or
harmful content for minors. You may also not call for the commission of criminal offences.
Any content provided by you must not be plagiarised, misleading, or inaccurate. You agree to inform us of
any copyright and trademarks that should or should not be used in creating your deliverables.
7. Contract Duration and Execution Term
The agreement is entered into for a fixed period unless the nature of the agreement dictates otherwise or
it is agreed otherwise in writing.
The agreement, when it is a subscription or care plan, is entered into for an indefinite period unless the
nature of the agreement dictates otherwise or it is agreed otherwise in writing.
Agreed terms are never fatal terms. In case of exceeding the execution term, you must first give us
written notice of default.
Dear John is responsible for providing a realistic deadline, to the best of our knowledge, for any service
upon agreement. Specified deadlines are to be treated as estimates only and Dear John is not
responsible for not completing any service within any specified deadline. Changes to any deadline must
be communicated with the other party within 2 working weeks.
8. Payment
You will receive the invoice digitally at the specified email address. If no other payment term has been
agreed, invoices must be paid within 14 days of the invoice date. The amounts due must be paid by the
agreed payment dates without deduction, discount, or set-off.
For subscriptions and care plans, the payment is made via direct debit. If you opt for another payment
method, we may charge extra fees for this.
For custom projects, we may invoice 50% of the quoted amount at the start of the project and the
remaining 50% upon delivery. For extended projects, we may require progress payments.
Payments can be made by internet banking or online (using our secure payment service). Extra fees may
apply for certain payment methods.
For each refused or reversed automatic debit, we may charge 50 NZD to cover our administrative costs
and the costs charged to us for each refused or reversed debit.
Complaints about the invoice must be submitted no later than 8 days after the invoice date, failing which
invoices are deemed to have been accepted. Objections to the amount of the invoices do not suspend
the payment obligation.
If you do not pay or pay on time, you default without notice. You must pay the statutory commercial
interest on the outstanding amount from the due date until you have paid in full. You also pay us for the
legal and extrajudicial (collection) costs we have to incur. These amount to 15% of the outstanding
amount and at least 150 NZD.
In the event of a payment arrear of two months or more, we may suspend our obligations until you have
met your obligations, which may mean that visitors can no longer access your website or that
automations and integrations are paused.
In the event of a payment arrear of four months or more, we may terminate the agreement, including
terminating any hosting, automations, and integrations.
In the event of liquidation, bankruptcy, attachment, or suspension of payments from you, our claims on
you are immediately due and payable. We have the right to apply payments made by you first to the
costs, then to the accrued interest and finally to the principal and current interest.
Any hour credits owing as part of a registered Care Plan will be deducted from your invoice automatically
before calculating any labour charges.
9. Project Delay and Abandonment
If your situation changes and you need to put your project on hold, we will lock in your quoted price for a
period of 30 days from your estimated start date. After 30 days, it may be necessary to reassess your
project if rates have changed. If you decide not to proceed, all deposits are forfeited.
Any graphics, layouts, automations, configurations, or mock-ups produced remain the property of Dear
John and may be resold or redistributed as necessary.
Projects that are deemed ‘abandoned’ (e.g. no contact is received within a period of 30 days) will be
cancelled and any monies paid forfeited.
10. Revisions
During the build phase of a project, you are free to request changes under the following conditions:
• Minor revisions: You are welcome to make as many minor change requests during the design
phase (within reason). Minor revisions include things such as changing a font, heading, or colour.
• Major revisions: Major revisions are changes that require a significant amount of time to
complete, such as requesting a different layout, background, or theme design. We allow one major
revision as part of your package; revisions beyond this are chargeable time.
• Future changes: Once the project has been completed, future changes (whether minor or major)
are chargeable time. Contact us for a quote.
11. Support
Support takes place in the manner we choose. We do not provide support on software, plugins, or tools
you install yourself unless otherwise agreed upon purchase.
If you want support via our suppliers’ official support channels, you must purchase a licence directly from
the relevant supplier.
Communication is to be primarily conducted by email. This provides both parties with a clear record of
what has been discussed. We offer limited phone contact but may not be available to take your call at all
times. We can also arrange video calling at a time suitable for both parties.
12. Changing the Content or Price of the Service
We may change the content of a service in connection with a qualitative improvement or a change in our
suppliers, provided the content of the service does not alter materially to your disadvantage. We may
make these changes without consultation, but these do not entitle you to compensation.
It may turn out that for proper execution, it is necessary to change or supplement the work. In these
cases, parties will adjust the agreement promptly and in consultation. We will inform you as soon as
possible if changes will have financial or qualitative consequences. We will charge additional costs.
These changes do not entitle you to compensation.
Upgrading and downgrading the purchased package can be done at any time. In the case of
downgrading, we may hold you to a one-month notice period if there are costs associated with
downgrading for us.
We may pass on any price increases to you, for example, if the costs of hosting, domain registration,
plugins, themes, AI platform subscriptions, and other tools we purchase on your behalf have increased.
We can index our prices annually, aligning with Statistics New Zealand (Stats NZ) price indexes. Dear
John reserves the right to change any prices at any time for any reason. If you are an existing customer,
Dear John will inform you of any pricing changes with at least 30 days’ notice.
13. Force Majeure and Illness
Force majeure releases us from the obligation to fulfil the agreed contract without entitling us to
compensation for costs, damages, and interest.
Force majeure refers to a situation in which it is impossible for us or we are hindered from providing the
services as agreed. No blame can be attributed to us and does not otherwise come at our expense.
Examples of force majeure are an epidemic/pandemic, war or war-like situations, power failure, flooding,
earthquake, fire, strike in our company or at our suppliers, changed government measures, internet
outage, computer malfunction, network attacks, and changes to third-party AI platforms or APIs.
In the event of force majeure, we will inform you as soon as possible. In the event of prolonged or
permanent force majeure, you may terminate the assignment in writing without observing the notice
period. You remain obliged to compensate for the part of the already performed assignment.
14. Temporary Disabling of Services
We may temporarily turn off your website, automations, or integrations or limit their use without prior
notice as necessary for maintenance and improvements or if the systems do not function or respond as
they should under normal circumstances. This also applies in the event of Denial of Service attacks,
regardless of whether you carry out these attacks or a third party uses your server for them.
The temporary unavailability does not give you the right to (partial) reimbursement or reduction of the
payment obligation. Where possible, we will inform you in advance.
15. Termination
Parties may terminate the agreement at any time in writing with a one calendar month notice period. You
are obliged to pay for the work performed up to that point. In the event of the interim termination of an
agreement for a fixed period, we also have the right to compensation equal to the remaining part of the
agreed fee.
Terminating a subscription or care plan can only be done via the online environment or by written notice.
Reversing a payment is not a valid way of terminating.
After termination, you retain the domain name and the files of your website and online environment
without licences. You are responsible for downloading and storing the files elsewhere and transferring the
domain name before our service ends. After the end of the agreement, we may delete the files and
terminate an untransferred domain name at the registering authority.
For automations and integrations: after termination, any workflows, configurations, or connections we
have built remain available to you in their current state, but we are no longer responsible for their
maintenance or continued operation.
We may terminate the agreement immediately, without prejudice to the right to compensation for
damages, lost profits, and interest, if you fail to meet your obligations under the contract or in case of
repeated complaints about the information you offer.
We may also terminate the agreement immediately if you have applied for a suspension of payments or
your bankruptcy, if your bankruptcy is applied for, demanded, or pronounced, or if you offer an unofficial
agreement to your creditors.
16. Dissolution
You may dissolve the agreement within 14 days of entering it without giving any reason by emailing us at
Any paid amounts will be refunded within 14 days of the dissolution, deducting the value of received
deliverables, costs made for domain registrations, domain transfers, and domain renewals, any other
expenses approved by you in the agreement, and executed custom work.
Otherwise, parties exclude the possibility of dissolution unless they have made other written agreements.
17. Suspension
We may suspend the execution of the agreement if you do not meet your obligations from the contract,
such as not timely or adequately providing us with the required data, resources, facilities, and facilities,
not paying our invoices on time, or acting in conflict with the licence conditions.
If the agreement is to be executed in phases, we may suspend the execution of a subsequent phase until
you have approved the preceding phase in writing. Any additional costs resulting from the delay will be
charged to you.
18. Third-Party Platforms, Services, and Tools
Dear John uses third-party service providers in order to provide its services. These include, but are not
limited to: hosting providers, domain registrars, AI platforms (such as OpenAI, Anthropic, and others),
automation platforms (such as Make, Zapier, and others), analytics tools, email services, CRM systems,
and other online tools.
By agreeing to these Terms and Conditions, you also agree to the Terms and Conditions of all our
third-party service providers. Dear John may accept the Terms and Conditions of these third parties on
your behalf and it is your responsibility to read and agree to the Terms and Conditions of these third
parties.
You give permission for Dear John to create accounts with these third parties under your name, using
any information you have provided.
Dear John references third-party tools on its website and other marketing collateral. You agree that if you
use any of these tools for any reason, it is at your own risk and Dear John accepts no responsibility.
Dear John’s services rely on third-party service providers and changes made by these providers may
require Dear John to change its services. Dear John reserves the right to change any service at any time
for any reason.
19. Unlawful Content and Use
If, based on objective indications, it is likely or if third parties credibly demonstrate that the content of your
website or other deliverables is violating rights, we may temporarily block the content. If the violation is
established, we may take further measures, such as blocking certain services and terminating the
agreement immediately.
We maintain a Notice & Takedown procedure based on which third parties can file a complaint regarding
unlawful content.
20. Protection of Your Data
We handle your data carefully and adhere to the privacy statement for processing personal data, which
can be found on our websites. We comply with the New Zealand Privacy Act 2020.
For AI services: we will not use your business data to train AI models unless you have given explicit
written consent. Data shared with third-party AI platforms is subject to those platforms’ own data handling
and privacy policies.
21. AI-Specific Terms
This section applies to all services involving artificial intelligence, including but not limited to: custom GPT
development, AI-assisted workflows, AI content generation, AI-powered automations, and Generative
Engine Optimisation (GEO).
No Guarantee of Accuracy
AI tools produce outputs based on statistical patterns and may generate content that is inaccurate,
incomplete, biased, or inappropriate. You are solely responsible for reviewing, verifying, and approving all
AI-generated outputs before use in your business.
Platform Dependency
AI services depend on third-party platforms and models. These platforms may change their pricing,
capabilities, terms of service, or availability at any time. Such changes may affect the functionality, cost,
or availability of our AI services. We will inform you of significant changes as soon as reasonably
possible.
Data and Privacy
Data processed by AI tools may be sent to third-party AI providers. You are responsible for ensuring that
any data you provide for AI processing complies with applicable privacy laws and that you have obtained
any necessary consents. Do not provide sensitive personal information to AI tools unless specifically
agreed in writing.
Intellectual Property of AI Outputs
The intellectual property status of AI-generated content is evolving under law. We make no
representations regarding your ownership rights over AI-generated outputs. You are responsible for
ensuring that your use of AI-generated content complies with applicable intellectual property laws.
Ongoing Costs
Some AI services may incur ongoing costs related to API usage, platform subscriptions, or compute
resources. These costs will be communicated to you and may change as third-party pricing changes.
22. Software User Licence
We are the licence holder of specific software. Part of our service is providing the right to use this
software. You do not have an account linked to this software. The right to use this software is linked to the
service you obtain from us. If this service is suspended or terminated, we also suspend or terminate the
right to use.
The provided plugins, themes, and other software are intended for one website unless something else is
agreed upon in writing. Licences are not transferable and may not be made available to third parties.
You have the option to keep specific software by purchasing a licence yourself from the relevant supplier.
23. Service Credit Bundles
Service credit bundles are valid for one (1) year from the date of purchase unless otherwise agreed in
writing between parties.
Services taken via the service credit bundles are billed in units of 15 minutes, with a minimum
consumption of 15 minutes per session. This means that the time spent delivering our services is
rounded up to the nearest block of 15 minutes.
The service credit bundle is for individual use only and can only be used by the person or entity that
purchased it unless otherwise agreed in writing. It is not permitted to sell, transfer, or make a service
credit bundle or the services available to third parties.
The validity of the service credit bundle is not automatically extended. Refunds for unused time after the
expiration of the validity period are not possible.
24. Domain Name
The application, allocation, and use of a domain name are subject to the applicable rules and procedures
of the respective registering authorities. We only play a mediating role in the application. We do not
guarantee the acquisition of a specific domain name.
Domains registered on behalf of clients are the property of the respective client. While we may be listed
as the owner (with the registrar), true ownership rests with the client who has paid for the domain.
Transfers or change of details are available on request with any associated costs billed to the client.
In cases where we manage the renewal of domains, we will provide you with an email reminder in the
month that it is due. We are not responsible for domain names that are lost due to these reminders being
ignored. We require payment at least seven working days prior to renewing the domain.
The costs for the application and maintenance of a domain name are entirely for you as the customer
unless we have made other agreements. After the termination of our service, there may remain an
obligation to compensate the registering authority.
25. Intellectual Property
The copyright on all documents, designs, methods, code, automations, AI configurations, and training,
including course materials, digital workbooks, e-books, reports, advice, (online) training, videos, and the
like provided and used by us, rests exclusively with us. These documents are intended solely for your
use.
Ownership of final artwork and designs will be transferred to the client upon final payment, unless
otherwise specified by us. This does not include code or software. Copyright on all software and code
remains the property of Dear John or its respective owner.
Without prior written permission, the documents may not be modified, multiplied, made public, or
provided to third parties. After termination of the agreement, this provision remains in force.
All graphics, illustrations, automations, and layouts are intended to be kept whole as given to you. Work
done by us may not be used by anyone else but the specified client on the domain or platform for which it
was originally designed. All preliminary designs not selected by the client remain the full property of us
and may be used for future projects.
We retain all rights to display artwork, automations, and deliverables in portfolios and advertising
materials.
26. Confidentiality
Parties are obliged to keep all confidential information they have obtained from each other or other
sources in the course of the agreement confidential. Information is considered confidential if the other
party has communicated this or if this follows from the nature of the information. The obligation of
confidentiality also remains in force after the termination of the agreement for any reason whatsoever.
You may not give the access data received for our online environment to others or let others use the
online environment in any other way. This provision does not apply to accessing data for your website
and your online environment.
27. Backing Up Existing Accounts and Data
Dear John’s services often require working with your existing accounts, files, data, and other assets (e.g.
CMS, CRM, automation platforms, AI tools). Dear John will try to ensure none of your existing accounts,
files, data, and other assets are deleted or overridden. However, it is your responsibility to ensure these
are backed up so nothing can be permanently lost or corrupted.
28. Complaints
If you have a complaint about our service, you can report this in writing via [email protected] within 8
days of discovery and no later than 14 days after completion of the relevant work. The complaint should
describe the deficiency in as much detail as possible so that we can respond adequately. A complaint
does not suspend your payment obligation.
29. Liability
The execution of the work can go wrong. This can lead to liability for us. The liability is then limited to the
amount you owe us per year under the agreement, with a maximum amount of $1,000 NZD per damage
event. We may restrict or undo your damage as much as possible, to which you will cooperate.
There is no liability for unforeseeable or indirect damage. This includes all damage that does not directly
result from the damage-causing event, including consequential damage, lost profit, data loss, and
damage due to business interruption. There is also no liability for damage caused by your failure to
provide data because these data were incorrect or incomplete or the agreed storage space limit has been
reached.
We are explicitly not liable for damage due to the unavailability of your website, automations, integrations,
or AI tools, or due to cybercrime such as hacking, malware, ransomware, and the like.
We are not liable for any loss of revenue, leads, sales, data, or other qualitative or quantitative measure
arising from the use of, or inability to use, our services.
You are responsible for ensuring good security, including backup of your website, automations, and the
devices you use, unless parties have made other written agreements. The limitations of liability do not
apply in the case of intent, deliberate recklessness, and gross negligence on our side.
30. Indemnity
You compensate us for all damage resulting from claims by third parties, including claims related to
intellectual property rights concerning the content of your website, online environment, automations, AI
outputs, and all data provided by you, which are used in the execution of the agreement.
You also compensate us for all damage that occurs with us or a third party because you do not comply
with your obligations from this agreement. You also indemnify us for all damage related to (the use of) a
domain name, hosting, content, and the like by or on your behalf.
31. Cyber Attacks and Malicious Behaviour
You agree not to directly or indirectly disrupt our services, employees, clients, or affiliates using computer
viruses, worms, bugs, malware, or any code of a disruptive nature. You agree to not directly, or via a
third-party, infiltrate Dear John’s website, accounts, and/or servers.
32. Hours of Operation
Our hours of operation are variable and we reserve the right to change them as required. We work to
project deadlines, so if timing is critical then please discuss your requirements so we can agree on a
mutually acceptable deadline.
33. Project Consideration
We will not accept projects that we consider not a good fit for our company.
34. Applicable Law
The use of our website and these Terms is governed by New Zealand law. You irrevocably and
unconditionally agree to the exclusive jurisdiction of the courts of New Zealand and any courts that have
the authority to hear appeals from these courts. You waive any right to object to proceedings in these
courts.
If you access our website from outside New Zealand, you are responsible for ensuring that you abide by
the laws in your jurisdiction when accessing our website, and you access our website at your own risk.
Parties will only appeal to the court after trying to resolve a dispute in mutual consultation.
The version of any communication received or stored by us, done measurements (for example, data
traffic, but not limited to this), and monitoring by us are deemed authentic unless you provide proof to the
contrary.
35. Contact
If you have any questions about these Terms and Conditions, please contact us at:
Dear John — Business Technology
A trading name of Nexify Limited
111 Milne Drive, Paraparaumu 5032, New Zealand
Email: [email protected]
Web: dearjohn.nz
These terms and conditions supersede all previous representations, understandings, or agreements. Terms are subject to
change.