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Terms and Conditions

Effective date: 13 September 2026

These Terms and Conditions apply whenever Mangrove provides services to a client, unless we agree otherwise in writing. The specific services, fees, timing and any engagement-specific terms will be recorded in a proposal, quote, statement of work, service agreement, order form or written confirmation (the Service Details).

By accepting the Service Details, instructing Mangrove to begin work, or using the services, the client agrees to these terms.

1. Who the agreement is between

The agreement is between:

  • Mangrove — the business trading as Mangrove, NZBN 9429053561169 (Mangrove, we, us or our); and
  • the person or organisation buying the services (client, you or your).

Together, these terms and the Service Details form the Agreement. If they conflict, the Service Details take priority to the extent of the conflict.

2. Our services

Mangrove provides operational, financial, systems, process-improvement, implementation, advisory, support and fractional leadership services. We will provide the agreed services with reasonable care, skill and diligence and in material accordance with the Service Details.

Unless expressly included in the Service Details:

  • advice is based on the information reasonably available to us at the time
  • timeframes are estimates and depend on timely client input, approvals and third-party availability
  • support is not an emergency, after-hours or business-critical managed service
  • recommendations are not legal, tax, investment, audit or other regulated professional advice; and
  • additional work, material scope changes and implementation outside the agreed scope will be separately agreed and charged

We may use appropriately skilled contractors or specialist providers. We remain responsible for the services they perform on our behalf, except where you contract with them directly.

3. Your responsibilities

You will:

  • provide accurate, complete and timely information, access, decisions and approvals
  • nominate people with authority to give instructions and approve work
  • ensure you have the right to provide all data, content, credentials and materials supplied to us
  • maintain appropriate backups of your data and systems
  • use secure methods to create and share system access, and promptly revoke access when no longer required
  • review deliverables and notify us promptly of any material issue;
  • obtain any legal, tax, accounting, employment or specialist advice reasonably required for your decisions; and
  • remain responsible for business decisions, system use, regulatory compliance and the implementation of recommendations unless the Service Details expressly allocate that responsibility to us

We may rely on information and instructions provided by you or your authorised people. We are not responsible for delay, rework or loss caused by incomplete, inaccurate or late information, decisions, access or approvals.

4. Scope and changes

The Service Details will describe the intended outcome and scope. Either party may suggest a change. A material change to scope, timing, responsibilities or fees must be agreed in writing before the additional work begins.

Where work is charged on a time-and-materials basis, an estimate is a good-faith budget rather than a fixed price. We will let you know if we reasonably expect to exceed an agreed estimate and will seek approval before materially doing so.

5. Recurring services, support and fair use

Recurring packages provide the level of access, advice, administration or improvement work described in the Service Details. Unless expressly agreed otherwise:

  • support is primarily provided by email, portal or phone
  • our target response time is two business days, but it is not a guaranteed resolution time
  • meetings are arranged when they add value and are not automatically included
  • fair use applies to services described as unlimited or not allocated a fixed number of hours
  • support covers reasonable questions, troubleshooting, guidance and minor work within the package's purpose; and
  • substantial implementation, urgent work, new projects or work outside the package will be separately scoped

If use is materially above what is reasonable for the package over a sustained period, we will discuss the underlying need with you. We may agree a different package, pause out-of-scope work, or propose additional fees. We will not charge additional fees without first agreeing them with you.

6. Third-party products and providers

Our services may involve products or services supplied by third parties, including software platforms, cloud services and specialist providers.

Your access to and use of a third-party product is governed by the third party's current terms, licences, privacy practices and charges. Unless the Service Details expressly state otherwise:

  • you are responsible for selecting, purchasing and maintaining the product and accepting its terms
  • we do not warrant that a third-party product will be continuously available, error-free or suitable for every purpose
  • we are not responsible for a third party's acts, omissions, security, price changes, service changes or discontinuation; and
  • time spent responding to third-party changes or failures may be chargeable where it falls outside the agreed scope

7. Fees, GST and payment

You must pay the fees and any pre-approved expenses stated in the Service Details. Unless expressly stated otherwise, all amounts are in New Zealand dollars and exclude GST.

We may invoice:

  • fixed-price work as stated in the Service Details, including in advance or by milestone
  • time-and-materials work monthly or on completion, whichever occurs first; and
  • recurring services monthly in advance, unless the Service Details say otherwise

Invoices are due seven days from the invoice date. You must pay in cleared funds without set-off or deduction, except where required by law.

If you genuinely dispute an invoice, you must tell us before its due date, explain the reason and pay any undisputed amount on time. The parties will work in good faith to resolve the disputed amount promptly.

If an amount remains overdue, we may, after giving reasonable notice:

  • suspend services or withhold further deliverables until payment is made;
  • charge interest from the due date until payment at 2% per month, calculated daily;
  • recover reasonable debt-collection and legal costs; and
  • treat continued non-payment as a material breach of the Agreement.

Suspension does not remove your obligation to pay recurring fees or other amounts that became payable under the Agreement.

We may review recurring fees once in each 12-month period by giving at least 30 days' written notice. Any increase will not exceed 5% unless a larger change is required because the scope, usage, third-party costs or service requirements have materially changed, in which case we will agree the change with you.

8. Intellectual property

Each party retains ownership of intellectual property it owned or developed independently before the engagement.

You retain ownership of your data, branding and materials. You grant us a limited licence to use them only as reasonably required to provide the services and meet our legal obligations.

Mangrove retains ownership of its underlying methods, frameworks, templates, know-how, processes, tools, scripts, models and reusable materials, including improvements developed while providing the services (Mangrove Materials).

Once all amounts due for the relevant work are paid:

  • you own deliverables created specifically and exclusively for you, excluding Mangrove Materials and third-party materials; and
  • we grant you a perpetual, non-exclusive, worldwide, royalty-free licence to use, copy and adapt any Mangrove Materials embedded in those deliverables for your internal business purposes

You may share deliverables with your staff and professional advisers for your business purposes, but may not resell, license, publish or commercially exploit Mangrove Materials as a standalone product without our written consent.

We may use general skills, experience and know-how retained in unaided memory, provided we do not disclose your confidential information or personal information.

9. Confidentiality and privacy

Each party will protect the other party's confidential information and use it only for the Agreement. Confidential information may be disclosed:

  • to personnel, contractors and professional advisers who need it and are subject to appropriate confidentiality obligations
  • as reasonably required to perform or enforce the Agreement; or
  • where required by law

This obligation does not apply to information that is public through no breach of the Agreement, was already lawfully known without restriction, or is lawfully received from another source.

Each party will comply with applicable privacy law. Our handling of personal information is also described in our website Privacy Statement. Where we process personal information held in your systems on your instructions, you remain responsible for ensuring the collection and instructions are lawful.

On request following completion or termination, each party will return or securely destroy the other's confidential information where reasonably practicable, except for information retained in backups or as required for legal, insurance or record-keeping purposes.

10. Use of artificial intelligence

We may use reputable artificial intelligence and automation tools to support our services. We will apply reasonable human oversight and take reasonable steps to:

  • avoid entering client confidential information or personal information into public AI tools unless authorised and appropriately protected
  • use business-grade settings or providers where appropriate to the sensitivity of the information
  • review material AI-assisted outputs before relying on or delivering them; and
  • comply with our confidentiality, privacy and security obligations

11. Warranties and remedy

If our services materially fail to meet an express requirement in the Service Details, you must notify us within a reasonable time and give us a reasonable opportunity to correct or reperform the affected services. Reperformance is your primary remedy where it is practical and appropriate.

We do not guarantee a particular commercial, financial, operational or system outcome. Results depend on factors outside our control, including the quality of available information, client decisions, staff adoption and third-party products.

You confirm that you acquire the services in trade and for business purposes. To the maximum extent permitted by law, the parties agree that the Consumer Guarantees Act 1993 does not apply and that it is fair and reasonable for them to contract out of it. All other warranties or terms implied by law are excluded to the maximum extent permitted by law.

Nothing in the Agreement excludes or limits any right or liability that cannot lawfully be excluded or limited.

12. Liability

To the maximum extent permitted by law:

  • neither party is liable to the other for indirect or consequential loss, or for loss of profit, revenue, anticipated savings, opportunity, goodwill or data
  • Mangrove's total aggregate liability arising from or connected with the Agreement, whether in contract, tort (including negligence), statute or otherwise, is limited to the fees paid to Mangrove under the affected Service Details during the 12 months immediately before the event giving rise to the claim; and
  • Mangrove is not liable to the extent loss is caused by the client's act or omission, failure to follow advice, failure to maintain backups, unauthorised system change, inaccurate information, or a third-party product or provider outside our reasonable control

The limitations above do not apply to liability for fraud or wilful misconduct, or to liability that cannot legally be limited. Each party must take reasonable steps to minimise any loss it suffers.

13. Term, cancellation and termination

The Agreement begins when the Service Details are accepted and continues until the services are completed or the Agreement is terminated.

Fixed-term and recurring services

A service agreed for a fixed initial term cannot be cancelled for convenience during that initial term. After the initial term, either party may cancel an ongoing service by giving 30 days' written notice, unless the Service Details state a different notice period.

Milestone and one-off projects

Unless the Service Details state otherwise, either party may cancel an incomplete milestone or one-off project by giving seven days' written notice. You must pay for:

  • work completed up to the cancellation date
  • work reasonably committed or in progress that cannot be avoided
  • non-cancellable third-party costs; and
  • completed deliverables and a reasonable proportion of partially completed deliverables

Termination for cause

Either party may terminate the affected Service Details or the Agreement immediately by written notice if the other party:

  • materially breaches the Agreement and does not remedy the breach within 10 business days after written notice requiring it to do so
  • commits a material breach that cannot be remedied; or
  • becomes insolvent, ceases trading or enters liquidation, receivership or a similar process

We may suspend access or services immediately where reasonably necessary to address non-payment, security risk, unlawful activity, misuse of systems or a risk of material harm.

Termination does not affect rights accrued before termination. You must pay all amounts owing for services provided, committed costs and any fees that remain payable for an uncancellable fixed term. Clauses intended to operate after termination—including confidentiality, intellectual property, payment, liability and dispute provisions—continue.

14. Force majeure

Neither party is liable for delay or failure caused by an event beyond its reasonable control, provided the affected party promptly notifies the other, takes reasonable steps to reduce the impact and resumes performance as soon as reasonably practicable. This clause does not excuse an obligation to pay an amount already due.

15. Disputes

If a dispute arises, each party will first give the other written details and use good-faith efforts to resolve it through discussion between people with authority to settle it. If it is not resolved within 10 business days, either party may propose mediation before starting court proceedings.

This does not prevent either party from seeking urgent interim relief or recovering an undisputed overdue amount. So far as reasonably possible, both parties will continue performing their unaffected obligations while a dispute is being resolved.

16. General

  • Independent contractor: Mangrove is an independent contractor. Nothing in the Agreement creates employment, partnership, joint venture, fiduciary or agency relationship.
  • Assignment: Neither party may assign the Agreement without the other's prior written consent, not to be unreasonably withheld. Mangrove may assign it as part of a genuine sale or restructure of its business on written notice.
  • Notices: Formal notices must be sent by email to the contact stated in the Service Details and are treated as received on the next business day after sending, unless the sender receives a delivery failure notice.
  • No waiver: A failure or delay in exercising a right is not a waiver of that right.
  • Severability: If part of the Agreement is unlawful or unenforceable, the remainder continues in force.
  • Entire agreement: The Agreement records the entire agreement about the services and replaces earlier discussions or representations about them. Neither party excludes liability for fraud.
  • Changes: A change to the Agreement must be agreed in writing, except that we may update these website terms by giving at least 30 days' notice. Updated terms will apply to ongoing services after that notice period and to new Service Details accepted after publication. An update cannot remove your right to complete an existing fixed term on the commercial terms already agreed, except where required by law.
  • Electronic agreement: The Agreement may be accepted and signed electronically and in counterparts.
  • Governing law: New Zealand law governs the Agreement, and the New Zealand courts have non-exclusive jurisdiction.

17. Contact

Questions about these terms can be sent through www.mangrove.co.nz/contact.