Last Updated: 26 January 2026

1. Services

Eclipse Solutions Limited ("Eclipse Solutions", "we", "us") provides technology consulting, implementation, and support services, which may include IT support, managed services, cloud and platform services, web development, networking and security, automation, AI integration, software development, and related services ("Services").

All Services are provided to business clients within New Zealand and are subject to these Terms & Conditions.

2. Engagement & Scope of Work

By engaging Eclipse Solutions, you ("Client") agree to these Terms & Conditions.

The specific scope, deliverables, timelines, pricing, and responsibilities for any engagement will be defined in a separate written agreement, proposal, or Statement of Work ("SOW"). Where there is any inconsistency, the SOW will take precedence over these Terms.

3. Fees & Payment

Fees and payment terms will be outlined in the applicable SOW or invoice.

Unless otherwise agreed in writing:

• Invoices are payable within 14 days of issue
• Late payments may incur interest at 2% per month, calculated daily
• We reserve the right to suspend or withhold Services where payment is overdue
• The Client remains responsible for all fees incurred up to the date of suspension or termination.

4. Client Responsibilities

The Client agrees to:

• Provide accurate, complete, and timely information required for service delivery
• Maintain appropriate access controls, passwords, and credentials
• Maintain independent backups of critical systems and data unless explicitly included in the SOW
• Notify Eclipse Solutions promptly of system issues, security incidents, or changes that may affect Services
• Comply with all applicable laws, regulations, and licensing requirements

Failure to meet these responsibilities may affect service delivery and outcomes.

5. Service Levels & Availability

Unless expressly stated in a written SOW, Eclipse Solutions does not provide guaranteed response times, uptime commitments, or 24/7 support.

Where service levels or availability commitments are agreed, they will be documented in writing. While we take reasonable steps to deliver reliable services, uninterrupted or error free operation cannot be guaranteed due to factors outside our control, including third party providers and infrastructure dependencies.

6. Data Protection & Privacy

We handle personal and business data in accordance with the Privacy Act 2020 (New Zealand) and our Privacy Policy.

While we implement reasonable technical and organisational safeguards, the Client acknowledges that no system is completely secure, and Eclipse Solutions does not guarantee absolute data security or immunity from cyber incidents.

7. Intellectual Property

Unless otherwise agreed in writing:

• The Client retains ownership of their pre-existing data and content
• Eclipse Solutions retains ownership of its pre-existing intellectual property, tools, methodologies, templates, and know-how
• Ownership and usage rights for custom deliverables will be defined in the applicable SOW.

8. Confidentiality

Both parties agree to keep confidential information confidential and not disclose it to third parties except:

• With prior written consent
• Where required by law
• Where necessary to perform the Services

This obligation survives termination of the engagement.

9. Limitation of Liability

To the maximum extent permitted by law:

• Eclipse Solutions' total liability for any claim relating to the Services shall not exceed the fees paid by the Client for the relevant Services in the 12 months preceding the claim
• We are not liable for indirect, incidental, special, or consequential losses, including loss of profits, revenue, data, or business interruption
• Nothing in these Terms excludes liability that cannot be excluded under New Zealand law.

10. Termination

Either party may terminate Services in accordance with the termination terms set out in the applicable SOW, or where none exist, with 30 days' written notice.

Upon termination:

• All outstanding fees become immediately payable
• Access to Services may be withdrawn
• The Client remains responsible for data retrieval unless otherwise agreed

11. Third-Party Services

We may rely on third party platforms, software, or service providers as part of service delivery.

Third party services are subject to their own terms and conditions. Eclipse Solutions is not responsible for third party outages, changes, pricing, or service limitations.

12. Warranties & Disclaimers

Services are provided with reasonable skill and care consistent with industry standards.

Except as required by law, Services are provided "as is" and "as available", without warranties of any kind, whether express or implied. We do not warrant that Services will be uninterrupted, error free, or suitable for every specific use case.

13. Indemnity

The Client agrees to indemnify Eclipse Solutions against any claims, losses, or liabilities arising from:

• The Client's misuse of Services
• Breach of these Terms
• Violation of laws or third party rights

14. Force Majeure

Neither party will be liable for failure or delay in performance due to events beyond reasonable control, including natural disasters, government actions, internet or utility failures, or other force majeure events.

15. Governing Law

These Terms are governed by the laws of New Zealand, and the parties submit to the exclusive jurisdiction of New Zealand courts.

16. Changes to Terms

We may update these Terms from time to time. Material changes will be communicated to active clients. Continued use of Services constitutes acceptance of the updated Terms.

17. Contact Information

For questions regarding these Terms:

Eclipse Solutions Limited
Email: contact@eclipsesolutions.nz
Website: https://eclipsesolutions.nz