Clear terms for a clear service.

2.1Brandia will provide the services corresponding to the LayerGuard Tier selected by the Client (Bare Minimum, Safe & Secure, Safe AI, or Unrogue AI) as set out in the Service Schedule.

2.2Services are delivered remotely by default. All routine monitoring, alert triage, patching, policy tuning, remediation, reporting and incident response are performed remotely.

2.3Platform Licensing is excluded from all Brandia fees. The Client is solely responsible for procuring, paying for, and maintaining all Platform Licensing directly with the relevant vendor. Brandia’s fees cover management services only.

2.4Where a vendor requires Brandia to be named as partner of record, administrator, or technical contact, the Client authorises Brandia to act in that capacity for the term of this Agreement. Licence ownership and billing remain with the Client unless otherwise agreed in writing.

3.1.1The Onboarding Fee includes on-site attendance at the Client’s primary New Zealand location, subject to the fair-use allowance in clause 3.1.2.

3.1.2Fair-use allowance: the Onboarding Fee includes up to two (2) on-site days (maximum 8 hours per day) at a single location within Zone 1 (Metro). Any attendance beyond this allowance, at additional locations, or in Zone 2 or Zone 3, is chargeable per the On-Site Rate Card.

3.1.3Where the Client operates from multiple or geographically dispersed sites, Brandia will provide a written estimate of additional on-site costs before attendance. Work will not commence until the Client approves the estimate in writing.

3.1.4The fair-use allowance is per engagement and does not accumulate, carry forward, or convert to a credit.

3.2.1All on-site attendance after completion of onboarding is excluded from the Management Fee. No on-site time is included in, bundled with, or implied by the recurring Management Fee.

3.2.2On-Site Services are quoted and charged separately, subject to:

• (a) Location — determined by the travel zone in which the Client site sits;
• (b) Duration — the minimum callout applicable to the zone, plus actual time on site and travel time;
• (c) Resource Availability — subject to availability of a suitably qualified Brandia engineer at the requested time.

3.2.3Brandia will provide a written quotation before scheduling. No on-site work will be performed, and no on-site charges incurred, without the Client’s prior written approval.

3.2.4On-Site Services are invoiced separately and are not subject to the Annual Prepay discount.

3.2.5Brandia may decline or defer an on-site request where suitable resources are unavailable, and will use reasonable endeavours to propose an alternative date or remote delivery option.

3.3.1Rates are inclusive of GST and subject to annual review. Brandia will give at least 30 days’ written notice of any change. Rates current at the time of quotation apply.

3.3.2Travel time is chargeable at the applicable zone rate. Travel costs are charged at cost where specified.

4.1Onboarding Fee. Payable on commencement. Subject to the Minimum Engagement Fee for the selected tier: Bare Minimum $1,500; Safe & Secure $2,500; Safe AI $3,500; Unrogue AI $4,500 (inclusive of GST). Where the calculated Onboarding Fee falls below the Minimum, the Minimum applies.

4.2Management Fee. Payable monthly in advance, or annually in advance where the Client elects Annual Prepay.

4.3Billable Units. Physical Servers count as two (2) Billable Units for both the Onboarding Fee and the Management Fee.

4.4Annual Prepay. Where the Client elects Annual Prepay:

• (a) the Management Fee is discounted by 15%;
• (b) the Onboarding Fee is reduced by 50%;
• (c) the full annual amount is payable in advance and is non-refundable except as required by law or as expressly provided in clause 9.

4.5Payment terms. Invoices payable within 7 days unless otherwise agreed in writing. Brandia may charge interest on overdue amounts at 2% per month, calculated daily.

4.6Suspension. Brandia may suspend services where an invoice remains unpaid more than 14 days after the due date, with prior written notice. Suspension does not relieve the Client of payment obligations.

4.7Price reviews. Management Fees are fixed for the Initial Term and may be reviewed at renewal with 30 days’ written notice.

4.8GST. All fees include GST, charged at the prevailing rate.

6.1The Client will provide timely access to systems, credentials, personnel and information reasonably required for service delivery.

6.2The Client is responsible for maintaining valid Platform Licensing. Where licensing lapses, Brandia’s ability to deliver affected services may be reduced or suspended, and Brandia is not liable for any resulting gap in coverage.

6.3The Client will nominate an authorised contact empowered to approve quotations, scope changes, and on-site attendance.

6.4The Client will notify Brandia of any change to the Managed Environment (including device count, server count, or site locations) within 10 business days. Fees adjust prospectively.

6.5The Client will not instruct Brandia to perform any act that would breach applicable law, vendor terms, or professional ethics.

7.1Each party will comply with the Privacy Act 2020 (and, for Australian clients, the Privacy Act 1988 and Australian Privacy Principles) in respect of personal information exchanged under this Agreement.

7.2Brandia will access Client systems and data only to the extent necessary to deliver the services, and will maintain reasonable technical and organisational safeguards.

7.3Where Brandia engages sub-processors, it will impose equivalent confidentiality and data protection obligations.

7.4Neither party will use the other’s confidential information for any purpose other than performing this Agreement.

7.5Brandia may reference the Client’s name and selected tier in general marketing only with the Client’s prior written consent.

8.1Brandia will perform the services with reasonable care, skill and diligence, consistent with good industry practice.

8.2Brandia does not warrant that the Managed Environment will be free from all security incidents, unauthorised access, or compromise. Security is a layered control environment, and no control set eliminates all risk.

8.3To the maximum extent permitted by law, Brandia’s total aggregate liability arising out of or in connection with this Agreement is limited to the total Management Fees paid by the Client in the 12 months preceding the event giving rise to the claim.

8.4Neither party is liable for indirect, consequential, or special loss, including loss of profit, revenue, data, or business opportunity.

8.5Nothing in this clause limits liability that cannot lawfully be limited, including under the Consumer Guarantees Act 1993 where applicable. Where the Client acquires services in trade, the parties agree the Consumer Guarantees Act 1993 does not apply, and the Client acknowledges it is fair and reasonable that this be so.

9.1Initial term. 12 months from the service commencement date, unless otherwise stated in the Service Schedule.

9.2Monthly billing. Either party may terminate at the end of the Initial Term by giving 60 days’ written notice.

9.3Annual Prepay. Where the Client has prepaid annually, the agreement is fixed for the prepaid period and cannot be terminated early for convenience. Fees are non-refundable except where Brandia materially fails to deliver the services and fails to remedy within 30 days of written notice.

9.4Termination for cause. Either party may terminate immediately where the other commits a material breach and fails to remedy within 30 days of written notice, or becomes insolvent.

9.5Effect of termination. On termination, Brandia will provide reasonable transition assistance on a time-and-materials basis, and will return or destroy Client data as directed, subject to legal retention requirements.

9.6Renewal. Agreements renew automatically for successive 12-month terms unless either party gives notice under clause 9.2 or 9.3.

10.1Any change to the Managed Environment, LayerGuard Tier selection, or service scope must be documented in a written Change Request signed by both parties.

10.2Changes to device or server counts adjust the Management Fee prospectively from the next billing cycle. No retrospective adjustment is made.

10.3Downgrades below the applicable Minimum Engagement Fee require Brandia’s written consent.

11.1Entire agreement. These Terms, together with the Service Schedule, constitute the entire agreement between the parties.

11.2Governing law. Governed by the laws of New Zealand, and the parties submit to the exclusive jurisdiction of the New Zealand courts.

11.3Dispute resolution. The parties will first attempt to resolve any dispute in good faith through senior representatives. Failing resolution within 20 business days, either party may refer the matter to mediation before commencing proceedings.

11.4Assignment. Neither party may assign this Agreement without the other’s written consent, not to be unreasonably withheld.

11.5Force majeure. Neither party is liable for failure to perform caused by events beyond its reasonable control.