Master Services Agreement

Unless a client-specific Master Services Agreement has been executed in writing for your engagement, by accepting our Quote and/or Statement of Work and paying invoices issued by Fullscreen Interactive Limited, you agree to be bound by this Master Services Agreement ("MSA") as amended from time to time on this page. The version in effect is the one published here with the effective date shown above.

If you would like to raise any concerns or questions please email legal@fullscreen.io. Any invoice specific questions should be directed to accounts@fullscreen.io

1. Introduction

In short you're hiring us to provide consulting, strategic, development or support services for your website, desktop or mobile software application. Specific services will be detailed in separate Statements of Work ("SOWs") agreed upon by both parties.

We will always do our best to fulfil your needs and meet the goals you set out, but it's best to have a few things written down so that we both know what is required, who should do what, and what happens if something goes off track.

If we feel something is heading off track we'll bring it up with you as early as possible in the project. We expect you to do the same and maintain regular communication. We want what's best for the enjoyment of both parties, now and in the future.

1.1 Definitions

In this contract you won't find complicated legal terms or long passages of unreadable text. We have no desire to trick you into signing something that you might later regret, but we do have several terms that we will use throughout this document to make things easier to explain.

• You, Client, Customer. Refers to yourself, the individual who has contracted us to provide services. In the event you're acting on behalf of a company, government organisation, partnership or sole trader these terms also extend to the company you're representing and any of your colleagues.
• We, Us, Our. Refers to "Fullscreen Interactive Limited, New Zealand", its directors, staff and associated contractors that may be under employ for the duration of your project.
• Deliverables. Refers to what we are providing you as laid out in the project Statement of Work. Your project deliverables may include wireframes, prototypes, strategic documents, concepts, design files, software development or the provision of services such as web hosting or email consulting. These deliverables may be broken down into stages or delivered at once.
• Statement of Work. Documentation (including any agreed Quote) that defines how your project will be run, including scope, deliverables, a payment schedule, and timeline.
• Services. The professional services we provide to you as described in the applicable Statement of Work.
• Business Day. A day on which registered banks are open for business in Auckland, New Zealand, excluding public holidays.

2. What do both parties agree to do?

As our customer, you have the power and ability to enter into this contract on behalf of your company or organisation and its related parties. If you are providing services for another organisation this covers them as well.

By entering into this agreement you agree to:

• Provide us with everything that we'll need to complete the project including access, passwords, databases, text, images and other information as and when we need it and in the format we ask for.
• Review our work, provide feedback and approval in a timely manner. Deadlines work both ways and you'll also be expected to respect any dates that we set together.
• Agree to stick to the payment schedule laid out in the Statement of Work. Delays or other issues receiving payment will result in us holding back work till everything's resolved.

By agreeing to your Quote and/or Statement of Work, you accept that we have the experience and ability to perform the services you need from us and we will carry them out in a professional and timely manner.

Along the way we will endeavour to meet all specified milestone dates set but we can't be responsible for a missed launch date or a deadline if you have been late in supplying materials or feedback, or have not approved or signed off our work in a timely manner.

2.1 Confidentiality

Each party ("Recipient") may receive non-public information from the other ("Discloser") that is identified as confidential or that reasonably ought to be treated as confidential ("Confidential Information"). The Recipient will use Confidential Information only to perform or receive the Services and will protect it using no less than reasonable care. Confidential Information excludes information that: (a) is or becomes public without breach of this MSA; (b) was lawfully known to the Recipient before disclosure; (c) is independently developed without use of Confidential Information; or (d) is rightfully received from a third party without confidentiality obligations.

Either party may disclose Confidential Information if required by law or a court or regulator, provided (where lawful) the other party receives prompt notice so it may seek a protective order. These obligations survive for three (3) years after the end of the relevant engagement, except for trade secrets, which survive for so long as they remain trade secrets under applicable law.

3. Deliverables

3.1 Designs and Wireframes

If we're contracted for providing design services, we'll create design assets as per your request, detailing the look and feel, layout and user experience of your website, mobile or software application. If you are not happy with the designs after the concept stages and included revisions, you will pay us in full for all of the work that we have produced until that point. You may either cancel this contract or continue to commission us to make further design revisions at our hourly rate.

3.2 HyperText Markup, Cascading Stylesheets, Javascript & Browser Support

If the project includes delivery of front-end components such as HyperText Markup (HTML), Javascript or Cascading Stylesheets (CSS), we'll develop these using the latest supported specifications. We always ensure components and templates are accessible, cross platform and built using best practices at the time of build.

The web is a constantly evolving platform and we will always use the latest supported specifications and best practices at the time of building your project, but we will not be held responsible for any issues that arise from using older specifications and best practices.

If your project has special requirements such as WCAG AAA, it is your responsibility to notify us of this before the project proposal so we can allow additional resource to ensure your site meets the standard set out in these guidelines.

If you need us to consider these older browsers, we will charge you at the hourly rate for the additional design work, development and testing required to support such browsers.

3.3 Mobile App Development & Cross Platform Development

All our work will be tested on a range of mobile devices unless previously stated. We don't have access to every single physical device in the world but at our base line we'll test our work in the following operating systems on physical devices:

• iOS (latest)
• Android (latest)

This includes a mix of phones and tablets. In addition to these, we will conduct testing via Browserstack. For supported devices, see https://www.browserstack.com/support/faq/percy/usage-and-troubleshooting/what-devices-and-os-versions-are-currently-available

3.3.1 App Stores

If you require us to publish your app to the App Store or Google Play Store, we will charge you a fee for this service. This fee will be based on the complexity of the app and the number of features required. We will provide you with a quote for this service before we begin work.

Occasionally, apps are rejected by the App Store or Google Play Store for various reasons. We will not be held responsible for any costs associated with these rejections and you will be responsible for any costs associated with the re-submission of the app.

3.4 Text content

We're not responsible for writing any copy unless specified in the original estimate. We'll be happy to help though, and in addition to the estimate we will charge you at the specified hourly rate for copy writing or content input. For any content you supply to us, we accept no responsibility for its accuracy or rights clearance, and any revisions required to the provided copy or assets will be charged at our hourly rate.

Don't be scared about inputting the content, we'll happily provide training in the Content Management System we select. We can also forward you onto copywriters and business writers to help you prepare your documents for the web.

3.5 Visual & Typographical Assets

You will supply us photographs, imagery, icons and fonts which are to be included for your project. If you cannot provide these assets and instead choose to buy such assets we can suggest vendors and suitable options.

Time we spend searching for appropriate material will be included in your project design budget but any incurred third-party cost of purchasing materials (i.e font licences, icons or stock photography) will be passed on.

3.6 Changes & revisions

We know from plenty of experience that fixed-price contracts are rarely beneficial to you, as they often limit you to your first idea about how something should look, or how it might work. We don't want to limit either your options or your opportunities to change your mind.

The prices in your contract are based on the number of hours that we estimate it'll take to accomplish everything that you have told us you want to achieve. If you want to change your mind, add extra designs or even add new functionality, that won't be a problem. You will be charged the hourly rate for the estimation of how long that feature will take. Along the way we might ask you to put requests in writing so we can keep track of changes.

If you wish to reduce the scope of the project or change your mind, that's fine but we will invoice you for any work we've started that may no longer be required. Any change of scope is likely to impact your delivery date or milestones and we're not liable for any costs associated with longer project delivery.

If you're having second thoughts during any part of the project get in touch as soon as possible and we can discuss the situation. Failure to get in touch early can lead to expensive mistakes and extra delays in the project.

3.7 Website Hosting

You may already have professional web site hosting, you might even manage that hosting in-house; if that's the case, great. If you don't manage your own web site hosting, we can set up an account for you at one of our preferred, third-party hosting providers or on one of our managed servers.

We will charge you a monthly fee as set out by your contract for the management of that server, plus any support issues that arise throughout the year.

If you choose to host the website on your own web server or provider, you're responsible for setup, operation and any on-going maintenance of the server(s) and services used, including applying security releases and software updates.

If you need a hand setting up the server we would be happy to provide a helpful system administrator to setup anything you need to run and they can perform configuration changes at an hourly cost.

If you choose to host with us we will do our utmost to ensure our servers are online as much as possible. Downtime (however unfortunate) is part of managing a server and because it cannot be avoided, we will not be liable for any lost profits or damages occurred, either during downtime or periods where users are unable to reach your site.

We perform security updates and house keeping tasks on our servers from time to time which may result in disabling access to your web server. The window for this work is usually 8pm - 2am NZDT.

One of the growing pains of running a website is increasing your hosting capabilities as your site gets more popular. If we notice your site is using more resources than expected, we may move your website to a higher performance server or allocate more resources. This may involve additional ongoing costs and migration costs. We will notify you of any changes that need to occur.

If you run anything unlawful from the hosting we provide, we may suspend or remove the offending content without prior notice, suspend or terminate services, cooperate with authorities as required by law, and take steps to recover our costs from you.

We may store backups and company data in jurisdictions outside New Zealand (including the United States). Data may be subject to lawful access requests in those jurisdictions. You are responsible for the legality of content you store or upload to our systems (see section 6.1).

3.8 Domain Names

If you require a domain name for your application we can purchase this on your behalf and invoice you the cost alongside your hosting contract. All domain name registrations taken under our name (Fullscreen Interactive) on your behalf are owned by us and by paying your invoice we will be providing the right to access the domain.

If we purchase a domain name on your behalf which you no longer require, we will charge you for any outstanding costs that we incur deregistering the domain name.

Our domain name purchases are non refundable as soon as they are ordered.

If you wish to cancel a domain, notice must be given 60 days before the domain is due to expire.

4.0 Project Warranty

We're a pretty talented group of people but even we cannot ensure our software is perfectly correct after it is completed. After your project is complete ('live') and the final invoice for the project is sent, the project enters a warranty phase for the next 35 days (5 weeks). During this time we will happily make minor changes and bug-fixes to ensure the software works as designed. Requests which include adding new or changing existing functionality in a non trivial way will be charged at the hourly rate and sent out with your next invoice.

5.0 Ongoing Support and Retainers

No website or application is ever finished. Ongoing changes and adding new features is a big part of running a software project. If you wish to make changes to your application which require our expertise we will charge you an hourly rate for however many hours to takes to complete the work and any related communication. You may ask for an approximate duration of this work. During business days we will strive to answer your support queries within 3 days however due to the irregularities of support enquiries we may not be able to schedule your work in for up to 3 weeks.

To keep things fair for us we reserve the right to hold off any ongoing support if you have unpaid invoices.

6.0 Warranties, liability and disputes

Except as expressly stated in this MSA or an SOW, Services and Deliverables are provided on an "as is" and "as available" basis. To the maximum extent permitted by applicable law, we disclaim all implied warranties (including merchantability, fitness for a particular purpose, and non-infringement) that are not expressly stated.

We cannot guarantee that the code, data or implementation of your completed application will always be error-free. To the maximum extent permitted by applicable law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, revenue, data, goodwill or business opportunities, whether or not such damages were foreseeable and even if advised of the possibility, except to the extent arising from a party's fraud, wilful misconduct, or breach of confidentiality obligations.

To the maximum extent permitted by applicable law, our aggregate liability arising out of or relating to this MSA or the Services in any twelve (12) month period will not exceed the total fees actually paid by you to us under the applicable SOW(s) in that period. Nothing in this MSA limits liability that cannot be limited under applicable law (including liability for death or personal injury caused by negligence, where applicable).

6.1 Indemnity

You will defend, indemnify, and hold us harmless from claims, damages, losses, and reasonable costs (including legal fees) arising from: (a) materials you supply (including text, imagery, trademarks, and data); (b) your use of the Deliverables in breach of this MSA or applicable law; or (c) your products, services, or business operations—except to the extent finally awarded against us due to our breach of this MSA or unlawful conduct.

6.2 Disputes and governing law

This MSA is governed by the laws of New Zealand, excluding conflict-of-law rules. The parties submit to the non-exclusive jurisdiction of the courts of New Zealand. Before commencing court proceedings, the parties will use reasonable endeavours to resolve disputes in good faith through negotiation for at least fifteen (15) Business Days after a written notice of the dispute.

6.3 Force majeure

Neither party is liable for delay or failure to perform (except payment obligations) caused by events beyond its reasonable control, including natural disasters, pandemics, war, terrorism, labour disputes, utility failures, or failures of third-party services or platforms, provided the affected party uses reasonable endeavours to mitigate and notify the other party.

6.4 Termination

Either party may terminate an SOW or the Services for material breach that is not cured within thirty (30) days of written notice (or immediately for non-payment if stated in the SOW). We may suspend Services for overdue amounts after reasonable notice. On termination, you will pay for all Services properly performed and expenses incurred up to the effective date of termination. Sections intended to survive (including confidentiality, IP, payment, liability limits where enforceable, indemnity, and governing law) survive termination.

6.5 Severability

If any provision of this agreement is unlawful, void, or for any reason unenforceable, that provision is deemed severable and does not affect the validity and enforceability of the remaining provisions.

7.0 Copyright

You guarantee to us that any elements of text, graphics, photos, designs, fonts, trademarks, or other artwork that you provide us for inclusion in the website are either owned by your good selves, or that you have permission to use them.

When we receive payment for the post completion invoice, copyright is automatically assigned as follows:

You own the graphics and other visual elements that we create for you for this project. We can give you a copy of all files and you should store them really safely as we are not required to retain copies of them or provide any native source files. If in any event a file no longer exists which is required, you are liable for any costs in recreating or retrieving the document. You own the text content, video, photographs and other data you provided, unless someone else owns them.

We own the HTML, CSS, JavaScript, PHP, Ruby, Python and any other pre-existing or generic code, tools, libraries, and frameworks we use or create, unless otherwise agreed in writing. On receipt of payment in full for the applicable invoice(s), we grant you a perpetual, non-exclusive licence to use the project-specific Deliverables for your internal business purposes and to operate the agreed project, subject to any third-party licence terms embedded in the stack. We may reuse general know-how and non-confidential techniques across projects; we will not intentionally disclose your Confidential Information or publish materials that would materially harm your legitimate competitive position.

In the event that we make use of software, imagery, fonts or other material from a third party provider the individual providers retain the copyright of their respective assets.

We love to show off our work and share what we have learned with other people, so we reserve the right to display and link to your completed project as part of our portfolio and to write about the project on websites, in magazine articles and in books.

If your account remains unpaid for more than one hundred and eighty (180) days after the due date of an invoice, we may exercise any lawful remedies available to recover amounts owed, which may include suspending or removing hosted services, ceasing delivery of Deliverables, and enforcing our rights in our own work product—always subject to applicable law and any non-waivable rights you may have.

8.0 Payments & Accounts

8.1 Payment of Debt

We're sure you understand how important it is as a small business that you pay the invoices that we send you promptly. As we're also sure you'll want to stay friends, you agree to stick tightly to following the payment schedule listed in your contract. If you're going to miss any deadlines or are having trouble paying your account please let us know so we can decide on the best course of action.

Unless otherwise stated in an SOW, invoices are due within thirty (30) days of the invoice date. Amounts are in New Zealand dollars unless stated otherwise and, where applicable, are exclusive of GST, which will be added at the prevailing rate.

Failure to pay your account will revoke any ownership of code, domains, graphics and any works we have created up to that point for your project including but not limited to wireframes, design documentation, logos, concept designs and software. We also reserve the right to remove your site from public domain and remove your assets from our servers. You will be liable for the costs of restoring the application and services.

8.2 Deposits

To help ensure that everyone is serious about the project we regularly require a percentage of your total project cost as a deposit. Deposits are non refundable to the extent of the law and are due before project kick-off. This down payment on your project is a sign of trust in our relationship and proves to us you take your project (and us) seriously. Failure to pay the deposit on time will void the timeline set out and will delay the project.

8.3 Disbursements and Costs

On our estimates we usually allow for multiple meetings, communication time as well as costs involved in being present for those meetings when needed. This will be stated on the statement of work. Any additional meetings will be charged at the appropriate hourly rate.

Any third-party costs involved in your project such as hosting, licenses or buying rights will be on-charged at cost plus 6% as part of the project invoice.

9.0 General

Assignment. You may not assign or novate this MSA or an SOW without our prior written consent (not unreasonably withheld for a bona fide corporate reorganisation). We may assign this MSA to an affiliate or in connection with a merger, acquisition, or sale of assets, with notice where practicable.

Entire agreement. This MSA together with the applicable SOW(s) constitutes the entire agreement between the parties regarding its subject matter and supersedes prior discussions and proposals, except for any separately signed written agreement that expressly states it prevails.

Order of precedence. If there is a conflict between this MSA and an SOW, the SOW prevails only for that specific engagement, but only to the extent of the conflict.

Independent contractors. The parties are independent contractors. Nothing in this MSA creates a partnership, joint venture, agency, or employment relationship.

Subcontractors. We may use employees, contractors, and subprocessors to perform the Services, provided we remain responsible for their performance as if we performed it ourselves.

Privacy. Each party will handle personal information in accordance with applicable privacy law. Our website and general privacy practices are described in our Privacy Policy. Where we process personal information on your documented instructions as part of the Services, you warrant you have a lawful basis to instruct us and will cooperate reasonably on data protection matters.

Notices.Notices may be sent to the email addresses used for project communications (or as updated by a party in writing) and are deemed received when sent during Business Hours, or the next Business Day if sent outside Business Hours. "Business Hours" means 9:00 a.m. to 5:00 p.m. NZDT/NZST on Business Days.

Electronic acceptance. Agreement may be formed and amended through electronic communications (including email and acceptance of a Quote or SOW) to the same extent as signed writing, where permitted by law.

This MSA remains in effect for successive engagements until replaced by a signed written master agreement or terminated in accordance with its terms. It applies from the earlier of: (a) your acceptance of a Quote or SOW; (b) our commencement of Services at your request; or (c) any payment for Services.

If you change role or leave the organisation you represent, outstanding work, obligations, and invoices remain with that organisation. You will notify us of a new authorised contact in writing so we can continue the engagement without disruption.

Fullscreen Interactive Limited (New Zealand)
NZBN 9429031266123
Effective 1 January 2026 (MSA version 2.1)