Terms of Service

In these Terms, the following capitalised terms have the meanings set out below.

In these Terms, headings are for convenience only; “including” and similar words do not limit what else might be included; “in writing” includes email; a reference to a clause is to a clause of these Terms; and a reference to a statute includes any amendment or replacement of it.

You may access and use the Website for lawful purposes only. You agree not to use the Website in any way that is unlawful, harmful, fraudulent, or that violates any applicable laws or regulations.

We do not guarantee that the Website will be available at all times. We may suspend, withdraw, or restrict access to parts of the Website for business or operational reasons without notice. The Website is separate from the Services: suspending or withdrawing the Website does not affect your access to any Deliverable, Longcloud Platform or Hosted Service, or any of your rights under an Engagement Document, which are governed by the rest of these Terms.

While we endeavour to keep the content on the Website accurate and up to date, we make no warranty that it is complete, accurate, or free from errors. Website content is provided for general informational purposes only and does not constitute professional advice, and does not form part of any Engagement Document unless expressly incorporated into one.

These Terms apply to every Engagement. An Engagement is documented in either a Project Agreement or an Order. Where there is no Project Agreement, these Terms apply in full, together with the Order.

Each Order will record, at a minimum:

• the scope of the Services and the Specification of any Deliverables
• the Fees, or the basis on which Fees are calculated, and any deposit or milestone payments
• the estimated timeline or milestones
• the Client’s nominated representative and the email address for notices
• any Hosted Services, Service Levels, data residency requirements, approved AI providers, and assumptions that apply

If an Order does not record an item listed in clause 3.2: work outside the recorded scope is treated as a Change Request; Fees for time and materials work are charged at Longcloud’s standard hourly rates notified to the Client in writing; no Service Levels other than the baseline in clause 10.4 apply; and notices to the Client may be sent to the email address from which the Client accepted the Order.

If there is any inconsistency between the documents that make up the Agreement, they apply in the following order of priority, highest first:

• any clause of a Project Agreement that expressly states it varies these Terms, to the extent of that variation
• these Terms
• the Engagement Document (other than clauses covered by the first item)
• the Policies

Commercial details recorded in an Engagement Document, such as scope, Specification, Fees, timeline and Service Levels, are not inconsistencies and apply as recorded. Terms on a Client purchase order or similar document do not form part of the Agreement.

Longcloud will provide the Services and Deliverables described in the Engagement Document. Anything not described there is outside scope.

Either party may submit a Change Request in writing. Within 5 Working Days of receiving or submitting a Change Request, Longcloud will give the Client a written estimate of its effect on the Specification, timeline and Fees. A Change Request is binding only once both parties agree to it in writing (email is sufficient). Until then, the Engagement continues on its existing scope.

Longcloud may make minor changes to how it delivers the Services (for example, substituting an equivalent Third Party Component) where the change does not materially affect functionality, security, data location or Fees, and Longcloud notifies the Client.

Longcloud may engage subcontractors or specialists to assist in delivering the Services. Longcloud remains responsible for the Services and Deliverables provided by its subcontractors as if they were provided by Longcloud.

The Client must:

• provide timely instructions, feedback, decisions and approvals
• give Longcloud timely access to the personnel, systems, environments, data and Client Materials reasonably required to deliver the Services
• nominate a representative with authority to make decisions about the Engagement
• ensure Client Materials are accurate and complete, and that the Client has all rights, licences and consents needed for Longcloud to use them for the Engagement
• collect and provide Personal Information in compliance with the Privacy Act 2020, including giving any notices to and obtaining any consents from individuals that are required
• secure and maintain any infrastructure, accounts and systems the Client controls, including self hosted environments as described in the Security Policy
• test Deliverables in accordance with clause 6, and review outputs (including AI outputs) before relying on them

Longcloud’s scope, Fees and timeline are based on the information provided by the Client and any assumptions recorded in the Engagement Document. If that information or any assumption proves incorrect, or the Client does not meet its responsibilities in clause 5.1:

• Longcloud will notify the Client promptly after becoming aware of it
• the timeline is extended by a reasonable period reflecting the impact
• Longcloud may submit a Change Request for any resulting change to Fees or scope
• Longcloud is not liable for any delay or failure to the extent it results from that matter

Longcloud will notify the Client in writing when a Deliverable is ready for acceptance testing.

The Client must test the Deliverable against its Acceptance Criteria within 10 Working Days of that notice, or any other period stated in the Engagement Document (the “Acceptance Period”).

If the Client identifies a Defect, it must give Longcloud a written notice (a “Defect Notice”) within the Acceptance Period describing each Defect in enough detail for Longcloud to reproduce it. A Deliverable may be rejected only for a Defect. A minor Defect that does not prevent the Deliverable from being used materially as specified is not grounds for rejection, and will be corrected at no additional charge within a reasonable time.

Within 5 Working Days of receiving a Defect Notice, Longcloud will confirm whether it agrees that each item is a Defect. Longcloud will correct each confirmed Defect and redeliver the Deliverable within 10 Working Days, or another period agreed in writing. The Client will then retest the corrected items within 5 Working Days, and clauses 6.3 to 6.5 apply again. If Longcloud does not agree that an item is a Defect, it will explain why in writing, and the item may be dealt with as a Change Request or referred to dispute resolution under clause 19.

A Deliverable is Accepted on the earliest of: the Client confirming acceptance in writing; the end of the Acceptance Period (or retest period) without a Defect Notice being given; or the Client using the Deliverable in live operation other than for testing.

If a Deliverable fails acceptance testing twice because of the same Defect, either party may give a Dispute Notice under clause 19.

The Client must pay the Fees. All Fees are in New Zealand Dollars (NZD) and are exclusive of GST unless stated otherwise.

Invoices are payable within 7 Working Days of the invoice date unless otherwise agreed in writing. Each Engagement Document will require a deposit, and may also require milestone payments. Longcloud will not start work under an Engagement Document until the Client has paid the deposit set out in it.

If the Client disputes any part of an invoice in good faith, it must notify Longcloud in writing with reasons within 10 Working Days of the invoice date and pay the undisputed portion by the due date. The disputed portion will be resolved under clause 19.

Overdue undisputed amounts may incur interest at the rate of 2% per month (or part month) from the due date until payment is received.

Reasonable out of pocket expenses (such as travel, Third Party Component licences and infrastructure costs) incurred in delivering the Services will be invoiced at cost unless a fixed fee arrangement applies. Longcloud will obtain the Client’s prior written approval for any single expense over NZ$500 that is not recorded in the Engagement Document.

Longcloud may suspend all or part of the Services if:

• any undisputed amount is more than 30 days overdue
• the Client’s use of a Deliverable or Longcloud Platform threatens the security, integrity or availability of Longcloud’s systems or other clients’ data
• suspension is required by law or by a regulator

Before suspending, Longcloud will give the Client written notice of the reason and at least 5 Working Days to remedy it. Where suspension is needed urgently for security or legal reasons, Longcloud may suspend immediately and will notify the Client as soon as practicable afterwards.

While the Services are suspended: Longcloud will keep Client Data secure and will not delete it; Fees for Hosted Services continue to accrue; and any delivery dates are extended by the period of suspension plus a reasonable period to remobilise.

Longcloud will resume the Services within 5 Working Days after the reason for suspension has been remedied. Longcloud may charge reasonable remobilisation costs if it notified the Client of those costs in its suspension notice.

If the reason for suspension is not remedied within 30 days of suspension, Longcloud may terminate the affected Engagement by written notice under clause 20.2, and clause 20.5 then applies.

Each party retains ownership of its Background IP. Nothing in these Terms or any Engagement Document transfers ownership of Background IP.

The Client retains all rights in Client Data and Client Materials. The Client grants Longcloud a non-exclusive, royalty free licence, for the duration of the Engagement and any period needed to meet clause 20.5, to use, copy and modify Client Data and Client Materials solely to perform the Services. Longcloud may sublicense this right to its subcontractors and hosting providers solely for that purpose.

Subject to payment in full of the Fees for a Custom Deliverable, Longcloud assigns to the Client all IP Rights in that Custom Deliverable. Until payment in full, the Client has a non-exclusive licence to use the Custom Deliverable for testing and evaluation only.

Where Longcloud’s Background IP is incorporated into a Custom Deliverable, Longcloud grants the Client, subject to payment of the Fees for that Custom Deliverable, a non-exclusive, perpetual, irrevocable, worldwide, royalty free licence to use, copy, modify, maintain and support that Background IP, solely as part of and to the extent necessary to use the Custom Deliverable for the Client’s business. The Client may sublicense these rights, solely for the same purpose, to:

• its related companies
• its contractors and service providers, to host, maintain or support the Custom Deliverable for the Client
• its own customers and end users, to use the Custom Deliverable as part of the Client’s products or services

The Client may transfer this licence together with the Custom Deliverable on a sale of the Custom Deliverable or the business that uses it. The Client must not use Longcloud’s Background IP separately from the Custom Deliverable, or sell, license or distribute it as a standalone product.

Longcloud Platforms are not Custom Deliverables, and no IP Rights in a Longcloud Platform are assigned to the Client. Any access to a Longcloud Platform is licensed under clause 10. Integrations, configurations or extensions built specifically for the Client to work with a Longcloud Platform are Custom Deliverables unless the Engagement Document states otherwise.

Third Party Components are licensed under their own terms, including open source licences, which the Client must comply with. The Client’s rights in any Third Party Component are limited to those the relevant licence allows, including any restrictions on sublicensing. Longcloud will identify material Third Party Components and their licence terms in the Engagement Document or on request, and will not incorporate a Third Party Component whose licence would require the Client’s proprietary code to be publicly disclosed without the Client’s prior written consent.

On Acceptance and payment of the Fees for a Custom Deliverable, Longcloud will provide the Client with its source code and the documentation reasonably required for a competent developer to deploy, run and maintain it without Longcloud’s involvement. The Client will need its own accounts for any hosting and Third Party Components, and Longcloud will assist with transferring them at its standard rates.

Nothing in these Terms prevents Longcloud from using its general skills, knowledge, experience and techniques, or from developing similar works for others, provided it does not use the Client’s Confidential Information or the Client’s Custom Deliverables to do so.

Unless otherwise agreed in writing, Longcloud may reference the existence of the Engagement and describe the type of work performed (without disclosing Confidential Information) in its portfolio, proposals and marketing materials.

All content on the Website, including text, graphics, logos and code, is owned by or licensed to Longcloud and protected by copyright. You may not reproduce, distribute or create derivative works from Website content without our prior written consent.

Where an Engagement Document includes access to a Longcloud Platform, Longcloud grants the Client a non-exclusive, non-transferable licence, for the subscription term set out in the Engagement Document, to access and use the Longcloud Platform for the Client’s business purposes within the scope recorded in the Engagement Document. The Client is responsible for the acts and omissions of its authorised users.

The Client must not, and must not permit anyone to: copy, modify or create derivative works of a Longcloud Platform; resell or sublicense access to it (except as the Engagement Document allows); reverse engineer it; use it to build a competing product; carry out security or load testing on it without Longcloud’s written consent; or use it unlawfully.

When a subscription ends, the Client’s licence to the Longcloud Platform ends and clause 20.5 applies to the return of Client Data.

Where Longcloud provides Hosted Services, the following Service Levels apply unless the Engagement Document sets different ones:

• Availability: Longcloud will use reasonable efforts to make the Hosted Services available during normal business hours, with a target of 98% availability in each calendar month, excluding scheduled maintenance and events under clause 18
• Scheduled maintenance: Longcloud will give at least 2 Working Days’ notice of scheduled maintenance and, where practicable, carry it out outside 8am to 6pm New Zealand time on Working Days
• Support hours: 9am to 5pm New Zealand time on Working Days, through the support contact set out in the Engagement Document
• Severity 1 (Hosted Service unavailable or a critical function unusable, with no workaround): Longcloud will respond within 4 support hours
• Severity 2 (material degradation, with a workaround available): Longcloud will respond within 1 Working Day
• Severity 3 (minor issue or general question): Longcloud will respond within 3 Working Days

A “response” means acknowledging the issue and starting work on it; it is not a commitment to resolve the issue within that time. The baseline Service Levels are targets. Unless the Engagement Document provides for service credits or another remedy, missing a target is not by itself a breach of the Agreement. No Service Levels apply to Deliverables hosted by the Client or a third party engaged by the Client.

Longcloud will access, use and disclose Client Data only to provide the Services, in accordance with the Client’s reasonable written instructions, or as required by law, Longcloud will not sell Client Data.

Each party will comply with the Privacy Act 2020. Where Longcloud holds Personal Information within Client Data on the Client’s behalf, it does so as the Client’s agent for the purposes of section 11 of the Privacy Act 2020, and the Client remains responsible for that information as the agency. Longcloud’s handling of Personal Information it collects for its own purposes is described in its Privacy Policy.

Longcloud will maintain reasonable technical and organisational safeguards to protect Client Data against loss and unauthorised access, use, modification and disclosure, consistent with Information Privacy Principle 5 and the Security Policy.

Client Data is stored and processed using the service providers and locations described in the Privacy Policy and Security Policy. Any data residency requirements will be agreed in the Engagement Document before a hosting platform is chosen. Longcloud will give the Client reasonable notice before making a change to a service provider that materially affects where or how Client Data is stored.

If Longcloud becomes aware of a Security Incident, it will:

• notify the Client without undue delay, and in any event within 72 hours, giving the information then available about the nature of the incident, the Client Data likely to be affected, the steps taken to contain it, and recommended steps for the Client
• take reasonable steps to contain, investigate and remediate the Security Incident, and keep the Client informed
• provide reasonable assistance to help the Client assess whether the Security Incident is a notifiable privacy breach and, if it is, to notify the Privacy Commissioner and affected individuals as soon as practicable, as required by Part 6 of the Privacy Act 2020

Longcloud will not notify regulators or affected individuals about a Security Incident involving Client Data on the Client’s behalf without the Client’s consent, unless required by law. Each party bears its own costs of responding to a Security Incident, except that a party whose breach of the Agreement caused the Security Incident will bear the other party’s reasonable costs of responding, subject to clause 16.

On termination or expiry of an Engagement, or on the Client’s written request, clause 20.5 applies to the return and deletion of Client Data.

The Client acknowledges and agrees that Longcloud may use AI tools, including AI coding assistants and large language models, in developing and delivering the Services, and that Deliverables may include features that use third party AI models. This is a permitted part of the Services.

Longcloud will only submit Client Data or Client Confidential Information to a third party AI service under commercial or enterprise terms that prohibit the provider from using the inputs to train its models. Client Data is never used by Longcloud to train AI models. If the Engagement Document lists approved AI providers, or requires locally hosted or air gapped AI tooling, Longcloud will use only those providers or that tooling for that Engagement, which may affect the Fees.

AI outputs are probabilistic and may be inaccurate, incomplete or biased. Longcloud reviews AI-assisted code under its normal quality assurance processes. For AI features within Deliverables, the Client is responsible for deciding whether the feature is suitable for its intended use, for implementing appropriate human oversight (particularly for decisions that significantly affect individuals), and for reviewing outputs before relying on them. Longcloud does not warrant the accuracy of any individual AI-generated output. Longcloud accepts no liability, losses or damages for impact of AI outputs on its Clients or its Clients’ customers, liability sits solely with the Client

AI-assisted Custom Deliverables are treated in the same way as other Custom Deliverables under clause 9. Longcloud assigns whatever IP Rights it holds in them but does not warrant that IP Rights exist in material generated wholly by AI.

Third party AI models are Third Party Components. The Client must comply with any usage policies of AI providers.

Each party agrees to keep confidential all non public information disclosed by the other party in connection with the Services, including Client Data (“Confidential Information”), and to use Confidential Information only for the purposes of the Engagement. A party may disclose Confidential Information to its personnel, subcontractors and professional advisers who need to know it for those purposes and who are bound by obligations of confidence no less protective than this clause.

Confidentiality obligations do not apply to information that:

• is or becomes publicly available through no fault of the receiving party
• was already known to the receiving party at the time of disclosure
• is independently developed by the receiving party without reference to Confidential Information
• is required to be disclosed by law or a regulatory authority, provided the receiving party gives the other party prompt notice where lawful

Confidentiality obligations survive termination of the Engagement for three (3) years.

Longcloud warrants that:

• it will perform the Services with reasonable care and skill, using suitably qualified personnel.
• each Custom Deliverable will materially conform to its Specification until the Client signs off user acceptance testing for the Engagement or, if there is none, until Acceptance of that Custom Deliverable, or for any other period stated in the Engagement Document (the “Warranty Period”).

If the Client notifies Longcloud in writing of a Defect in a Custom Deliverable during the Warranty Period, Longcloud will correct it at no additional charge within a reasonable time. If Longcloud is unable to correct the Defect after reasonable attempts, it will refund the Fees paid for the affected part of the Custom Deliverable. To the extent permitted by law, this clause sets out the Client’s sole remedy for breach of the warranty in the second item of clause 15.1.

The warranties in clause 15.1 do not apply to the extent a Defect is caused by Client Materials, modifications not made by Longcloud, use contrary to documentation, Third Party Components, hosting environments not managed by Longcloud, or the Client’s failure to install updates or fixes that Longcloud has provided. Where a Defect or loss is caused partly by any of these matters, Longcloud’s obligations are terminated.

The Client warrants that it has authority to enter into the Agreement, that it has all rights and consents needed for Longcloud to use the Client Materials as contemplated by the Agreement, and that it has collected any Personal Information in Client Data lawfully.

Except as expressly set out in these Terms or an Engagement Document, and to the extent permitted by law, the Website and Services are provided without any other warranty, express or implied. In particular, Longcloud does not warrant that the Website or Services will be uninterrupted or error free, or that results will meet requirements not set out in the Specification.

Where the Client acquires the Services for the purposes of a business, the parties agree that the Consumer Guarantees Act 1993 does not apply, that sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 do not apply, and that it is fair and reasonable for the parties to be bound by this clause. Otherwise, nothing in these Terms excludes any consumer guarantee or other right that cannot be excluded by law.

To the fullest extent permitted by law, Longcloud is not liable for any indirect, incidental, special, consequential or punitive loss or damage, including loss of profits, loss of data, business interruption or loss of goodwill, even if advised of the possibility of such loss.

Longcloud’s total aggregate liability in connection with an Engagement, whether in contract, tort (including negligence), equity, under statute or otherwise, will not exceed the amount of the most recent payment received by Longcloud from the Client under the Engagement Document under which the claim arises, before the event giving rise to the claim.

Each party’s liability for any loss is reduced to the extent that the loss was caused or contributed to by the other party (including its personnel, Client Materials in the case of the Client, or its failure to perform its obligations) or by a third party for whom the liable party is not responsible.

Nothing in these Terms limits or excludes liability for fraud or wilful misconduct, any other liability that cannot be limited or excluded by law, the Client’s obligation to pay Fees, or the Client’s obligations under clause 17.

Nothing in this clause prevents either party from seeking equitable relief (including an injunction) where appropriate.

The Client indemnifies Longcloud and its personnel against all claims, liabilities, damages, costs and expenses (including reasonable legal fees) arising from:

• the Client’s use of the Website or Services in breach of the Agreement
• the Client’s breach of any applicable law or regulation
• Client Materials, including any claim that Client Materials, or Longcloud’s use of them in accordance with the Agreement, infringe the rights of a third party or breach privacy law
• Longcloud’s compliance with the Client’s specifications, designs or written instructions, including any infringement of third party IP Rights that results from that compliance
• any modification of a Deliverable by anyone other than Longcloud, or its combination with anything not supplied by Longcloud
• any breach by the Client or its users of the licence terms of a Third Party Component notified to the Client

Longcloud will notify the Client promptly of any claim covered by clause 17.1, allow the Client to control its defence with counsel reasonably acceptable to Longcloud, and give reasonable assistance at the Client’s cost. The Client must not settle a claim in a way that imposes any obligation or admission on Longcloud without Longcloud’s written consent. The indemnity is reduced to the extent that Longcloud caused or contributed to the claim.

Neither party is liable for any failure or delay in performing its obligations (other than an obligation to pay money) caused by circumstances beyond its reasonable control, including natural disasters, earthquakes, epidemics, pandemics, government actions, failures of telecommunications, power or third party hosting providers, and cyber attacks that occur despite the affected party maintaining reasonable security measures.

The affected party must notify the other party in writing within 5 Working Days of becoming aware of the event, describing it and its likely duration, and take reasonable steps to minimise its impact. The affected obligations are suspended for the duration of the event, and delivery dates are extended accordingly. Fees remain payable for Services actually provided.

If an event under this clause continues for more than 30 days, either party may terminate the affected Engagement by written notice, and clause 20.5 applies.

A party claiming that a dispute has arisen in connection with the Agreement must give the other party written notice setting out the details of the dispute (a “Dispute Notice”). Neither party may start court proceedings about a dispute until it has followed this clause, except to seek urgent interim relief.

Within 10 Working Days of the Dispute Notice, senior representatives of each party with authority to settle the dispute must meet (in person or by video) and negotiate in good faith to resolve it.

If the dispute is not resolved within 20 Working Days of the Dispute Notice, it must be referred to mediation. The mediator will be agreed by the parties or, failing agreement within 5 Working Days, appointed by the President of the Arbitrators’ and Mediators’ Institute of New Zealand (AMINZ). The mediation will take place in Hamilton or online. The mediator’s fees and costs are shared equally, and each party bears its own costs of participating.

If the dispute is not resolved within 30 Working Days of the mediator being appointed, or if a party does not take part in negotiation or mediation as required by this clause, either party may start court proceedings.

While a dispute is being resolved, each party must continue to perform its obligations under the Agreement, including payment of undisputed amounts, unless the Engagement has been suspended or terminated in accordance with these Terms.

We may terminate or suspend your access to the Website immediately and without notice if you breach these Terms. This does not affect any Engagement, which may only be suspended or terminated under clauses 8, 18 or 20.

Either party may terminate an Engagement by written notice if the other party commits a material breach of the Agreement that is not remedied within 15 Working Days of written notice requiring it to be remedied.

Either party may terminate an Engagement immediately by written notice if the other party has a liquidator, receiver, voluntary administrator or statutory manager appointed, enters into a compromise with its creditors, or ceases to carry on business.

Either party may terminate an Engagement for convenience by giving 30 days’ written notice, unless the Engagement Document provides otherwise.

On termination or expiry of an Engagement:

• the Client must pay all Fees for Services performed and Deliverables provided up to the termination date, any non-cancellable third party costs committed for the Engagement, and any agreed wind down costs, and all such amounts become immediately due
• Longcloud will deliver to the Client all Custom Deliverables (including work in progress) for which Fees have been paid, together with source code and documentation as described in clause 9.7, and clause 9 applies to them
• any licence to a Longcloud Platform ends, but the Client may export its Client Data for 30 days after termination
• within 30 days, or earlier on request, Longcloud will provide Client Data to the Client in a commonly used machine readable format, and will then securely delete Client Data within a further 30 days, except for data it is required by law to retain and copies in backups that are overwritten in the normal course (which remain subject to clauses 11 and 13)
• at the Client’s request, Longcloud will provide reasonable transition assistance at its standard rates
• each party must return or destroy the other party’s Confidential Information on request, subject to the previous items

Termination does not affect rights that accrued before termination. Clauses 9, 11, 13, 15, 16, 17, 19, 20.5 and 22, and any other provision that by its nature should survive, continue after termination.

These Terms and any dispute or claim arising out of or in connection with them are governed by and construed in accordance with the laws of New Zealand. Subject to clause 19, each party submits to the non exclusive jurisdiction of the New Zealand courts.

Both parties agree to comply with all applicable anti bribery and anti corruption laws and not to offer, give, receive, or solicit anything of value to improperly influence any business decision or action.

The Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior representations, agreements and understandings about it.

If any provision of these Terms is found to be invalid or unenforceable, it will be severed to the minimum extent necessary, and the remaining provisions will continue in full force.

No waiver of any breach of these Terms constitutes a waiver of any other or subsequent breach. A waiver is not effective unless made in writing.

The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, employment, agency (except as set out in clause 11.2), franchise or fiduciary relationship between the parties.

The Client may not assign or transfer its rights under the Agreement without Longcloud’s prior written consent, which will not be unreasonably withheld. Longcloud may assign the Agreement to a purchaser of all or substantially all of its business on written notice to the Client.

Formal notices under the Agreement (including notices of breach, suspension, termination, Defect Notices and Dispute Notices) must be in writing and sent by email, by hand or by post to the addresses below. Day to day communications, such as approvals and Change Requests, may be sent by email to each party’s usual contacts.

Notices to the Client will be sent to the notice email or physical address in the Engagement Document or, if none is recorded, to the email address of the Client’s nominated representative, the email address on the Client’s account profile for any Longcloud Platform, or the email address from which the Client accepted the Order. Either party may change its notice details by notice to the other.

Notices are treated as received: if sent by email, when sent, unless the sender receives an automated message that the email was not delivered; if delivered by hand, on delivery; and if posted within New Zealand, on the third Working Day after posting. A notice received after 5pm or on a day that is not a Working Day is treated as received on the next Working Day.

Notices to Longcloud must be sent to: