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

Elegance Group provides a range of commercial engagement models designed to support different delivery approaches, operational requirements, and levels of certainty. The applicable model, scope, assumptions, and commercial structure will be defined within the relevant proposal, quotation, or Statement of Work.

3.1. Block of Hours (BoH)

• Hours are deducted from the prepaid allocation based on actual effort delivered, regardless of activity type or personnel involved.
• Unused hours are non-refundable but may be reused for agreed services within the validity period.
• Prepaid hours must be consumed within 12 months of the invoice date unless otherwise agreed in writing.
• Additional blocks may be purchased at any time.
• Services will be delivered by appropriately skilled personnel using commercially reasonable efforts.
• Hours may include delivery activities such as workshops, configuration, advisory services, governance, reporting, documentation, project coordination, and stakeholder engagement unless otherwise agreed.

3.2. Retainers

• Retainers provide a recurring monthly allocation of delivery capacity.
• Allocated hours are consumed monthly and do not roll over unless otherwise agreed in writing.
• Monthly allocations may not be exceeded without prior agreement.
• Additional hours may be purchased if required.
• Retainer customers receive prioritised access to agreed delivery capacity within normal business operations.
• Services will be delivered by appropriately skilled personnel using commercially reasonable efforts.
• Hours may include delivery activities such as workshops, configuration, advisory services, governance, reporting, documentation, project coordination, and stakeholder engagement unless otherwise agreed.

3.3. Fixed Price / Fixed Outcome

• Scope, deliverables, assumptions, and milestones must be clearly defined.
• Changes to scope or deliverables require mutual agreement through a variation or updated Statement of Work.
• Acceptance criteria and milestone requirements will be defined within the applicable Statement of Work where required.
• Completion is determined based on delivery of the agreed scope and deliverables.
• Work outside the agreed scope, assumptions, or agreed deliverables may require additional commercial agreement.

3.4. Time & Materials (T&M)

• Services are billed based on actual effort and materials consumed.
• Estimates may be provided where possible but are indicative only unless otherwise agreed in writing.
• Invoices are typically issued monthly in arrears unless otherwise agreed.
• Work outside the agreed scope or estimate may require additional approval.

3.5 Client Responsibilities

• The Client will provide timely access to relevant systems, personnel, information, and environments required for delivery.
• Delays in approvals, access, feedback, or dependencies may impact delivery timelines and estimates.
• The Client remains responsible for business decisions, acceptance of deliverables, and operational use of implemented solutions.

3.6 Third-Party Platforms and Licensing

• All third-party software, licensing, and cloud services remain subject to the applicable vendor terms, conditions, usage policies, and pricing models.
• This may include Atlassian, Freshworks, Asana, ClickUp, marketplace applications, cloud providers, or integrated third-party platforms.
• Elegance Group is not responsible for delays, outages, limitations, licensing constraints, or platform changes introduced by third-party vendors or client-managed systems.
• Local currency billing may include foreign exchange adjustments and administrative fees where applicable.

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.