Elegance Group
Terms of Trade

1. Purpose and Application

These Terms of Trade govern all engagements between the Client and the relevant entity of Elegance Group (defined below), unless a separate Master Services Agreement (MSA) is in place. By signing any Statement of Work (SoW), quote, or accepting a written proposal from Elegance Group, the Client agrees to be bound by these Terms of Trade.

If an MSA or Client Agreement is already signed and in effect, it takes precedence over these Terms of Trade.

2. Elegance Group Entities and Governing Law

The contracting Elegance Group entity and the governing law shall be determined by the Client’s location:

• New Zealand Clients and Other Clients: Elegance Group Limited (NZBN: 9429048115513) – governed by the laws of New Zealand
• Australian Clients: Elegance Group Australia Pty Ltd (ABN: 98 666 329 782) – governed by the laws of New South Wales, Australia

3. Engagement Types and Commercial Terms

3.1. Block of Hours (BoH)

• Time is burned down from the prepaid block regardless of activity type or personnel.
• Unused hours are non-refundable but may be reused with mutual agreement.
• Additional blocks may be purchased.
• No guaranteed outcome—best efforts and expert delivery apply.

3.2. Retainers

• Monthly capacity with consistent delivery rhythm.
• Time is burned down monthly; unused time does not roll over.
• Additional time may be purchased if exceeded.
• No guaranteed outcome; focus is on access and velocity.

3.3. Fixed Price / Fixed Outcome

• Scope, deliverables, and milestones must be clearly defined.
• Changes require mutual agreement via variation or new SoW.
• Completion is determined by milestone acceptance.

3.4. Time & Materials (T&M)

• Billed based on actual time and materials used.
• Estimates provided where possible, but not binding.
• Invoices issued in arrears or per milestone.

3.5. Atlassian Licensing and Procurement

• All licensing is subject to Atlassian’s terms.
• Elegance Group acts as a procurement facilitator.
• Local currency billing may include FX margin and admin fees.

4. Payment Terms

• Payment is due as stated on each SoW or invoice.
• Prepayment is required unless explicitly agreed otherwise.
• Late payments incur interest at the OCR + 5% annually.
• All fees are exclusive of taxes unless stated otherwise.

5. Delivery and Capacity

• Services are delivered remotely unless otherwise agreed.
• Capacity is applied on a best-efforts basis.
• No SLAs apply unless specified in writing.

6. Intellectual Property

• Elegance Group retains ownership of all IP, tooling, and methods.
• Clients receive a non-exclusive license for internal use.
• Any new IP developed during an engagement is retained by Elegance Group.

7. Confidentiality and Data Security

• Both parties commit to maintaining confidentiality.
• Elegance Group will apply appropriate safeguards to Client Data within its control.
• Clients are responsible for data within their own systems, including Atlassian Cloud.

8. Termination

• Engagements may be terminated by mutual agreement or as specified in the SoW.
• No refunds apply for unused hours.
• Obligations survive termination as per relevant clauses.

9. Dispute Resolution

• Disputes will be addressed via good faith negotiation.
• If unresolved, the matter may be referred to mediation in the relevant jurisdiction.

10. General

• These Terms may be updated periodically.
• The latest version will be published at elegancegroup.io
• Continued engagement following an update constitutes acceptance.
• Notices should be sent to the primary contact listed on the applicable SoW.