Latch Digital Ltd: Terms & Conditions

Effective Date: 01/01/2026
Supplier: Latch Digital Ltd
Address: 1 Kenwyn Street, Parnell, Auckland 1052
NZBN / Company Number: 9429050003969

Email for Notices: contact@latchdigital.co.nz

1. Definitions

In these Terms, unless the context requires otherwise:

“Acceptance Criteria” means any acceptance or sign-off process stated in an SOW.

“Affiliate” means an entity that controls, is controlled by, or is under common control with a party.

“Background IP” means Intellectual Property Rights owned or controlled by a party before the relevant SOW, or developed independently of the Services, including methodologies, tools, templates, libraries, know-how, and reusable components.

“Business Day” means a day other than a Saturday, Sunday, or public holiday in New Zealand.

“Change Request” means a request to change the scope, Deliverables, timeline, pricing, or other terms of an SOW.

“Client” means the person or entity identified as the client in the applicable SOW or Order Document.

“Client Content” means all materials, assets, data, specifications, instructions, credentials, approvals, and other inputs supplied by or on behalf of the Client.

“Confidential Information” has the meaning given in clause 14.1.

“Deliverables” means the specific outputs described as deliverables in an SOW.

“Fees” means all fees, charges, and amounts payable by the Client under the Agreement.

“Intellectual Property Rights” means all present and future intellectual property rights, whether registered or unregistered, anywhere in the world.

“Order Document” means a signed proposal, quote, SOW, order form, or other ordering document that incorporates these Terms.

“Platform” means any third-party platform, system, API, service, tool, cloud environment, adtech or martech system, data provider, or similar dependency used in connection with the Services.

“Services” means the services described in the applicable SOW.

“SOW” means a statement of work, proposal, quote, or other written document describing the Services, Deliverables, Fees, and project-specific terms.

“Work Product” means project-specific work created by Latch for the Client under an SOW, excluding Latch Background IP and third-party materials.

“Including” and similar words do not imply limitation. References to a person include an individual, company, partnership, trust, or other entity. If there is any inconsistency between documents, clause 2.3 applies.

2. Agreement Structure

2.1 The Agreement between Latch and the Client consists of: (a) the applicable SOW / Order Document; (b) any special terms expressly agreed in writing by both parties; and (c) these Terms.

2.2 These Terms apply to all Services unless expressly replaced by a signed master services agreement.

2.3 If there is any inconsistency, the documents apply in this order (highest to lowest): (a) signed special terms stated to override these Terms; (b) the applicable SOW; (c) these Terms. Client purchase order or procurement terms are excluded unless expressly accepted in writing by Latch.

2.4 The parties may enter into multiple SOWs under these Terms. Each forms part of the same contractual framework unless stated otherwise.

3. Scope and Services

3.1 Latch will perform the Services and provide the Deliverables stated in the applicable SOW. Services may include consulting, creative production, technical implementation, software development, API/data integration, campaign setup, and Support Services where expressly included.

3.2 Latch will perform only the Services expressly stated in the SOW. Unless expressly included, the following are out of scope: (a) media buying or placement; (b) legal, regulatory, or compliance advice; (c) third-party licence procurement or platform account administration; (d) ongoing support or maintenance outside agreed Support Services; and (e) changes required due to Platform changes, API deprecations, or third-party failures after delivery.

3.3 Latch may determine the methods, tools, personnel, and sequencing used to perform the Services, provided it meets the agreed scope and standards.

4. Quotes, Estimates, and Pricing

4.1 Unless otherwise stated, a quote or proposal is valid for 30 days from issue.

4.2 Estimates, timelines, and effort projections are indicative and may change if assumptions change.

4.3 A fee is fixed only if the SOW expressly states it is a fixed fee and identifies the scope and assumptions on which it is based. Work not stated as fixed-fee will be charged on a time and materials basis at Latch’s agreed rates or, if rates are not stated, Latch’s then-current standard rates.

4.4 Where pricing is based on assumptions (such as asset volumes, revision counts, platform access, or campaign complexity), Latch may re-estimate Fees and timelines if those assumptions prove inaccurate or change.

4.5 Latch is not obliged to start work until the applicable SOW is accepted and any required deposit or onboarding prerequisites are completed.

5. Client Responsibilities

5.1 The Client must, at its cost unless otherwise agreed:

(a) provide timely and accurate instructions, decisions, and approvals;

(b) appoint authorised decision-makers and a primary contact;

(d) provide and maintain required access, credentials, permissions, and licences for relevant Platforms;

(e) obtain all necessary legal, regulatory, and internal approvals for campaign content, data use, and deployment;

(f) ensure Client Content and instructions are complete, accurate, lawful, and fit for use;

(g) promptly review and test Deliverables where required; and

(h) reasonably cooperate with Latch to enable delivery.

5.2 Latch is not responsible for delays, rework, or additional cost caused by the Client’s failure to meet its responsibilities.

5.3 The Client warrants that any person providing instructions or approvals on its behalf has authority to do so.

5.4 The Client must provide access in a secure manner and promptly revoke, rotate, or update credentials when access is no longer required or if compromise is suspected.

6. Change Requests

6.1 Either party may propose a Change Request. Latch may assess the request and provide a variation proposal including revised scope, timing, and Fees.

6.2 No Change Request is binding until approved in writing by both parties (email is sufficient).

6.3 If the Client requests and Latch performs work outside the agreed scope, Latch may charge for that work on a time and materials basis.

7. Timelines and Approvals

7.1 Unless expressly stated otherwise, timelines and milestone dates are estimates and depend on the Client meeting its responsibilities and third-party systems functioning as expected.

7.2 If the Client delays approvals, inputs, access, or decisions, Latch may adjust timelines, reprioritise resources, and charge additional Fees for rework, stand-by time, or remobilisation. Affected dates are extended by at least the period of delay plus reasonable remobilisation time.

7.3 The Client must review and approve or reject Deliverables within the period stated in the SOW, or if none is stated, within 5 Business Days. If the Client does not respond within the applicable period, Latch may treat the item as approved for the purpose of progressing the Services, unless the SOW expressly excludes deemed approvals.

7.4 If Acceptance Criteria are specified in an SOW, acceptance is determined under that SOW. Otherwise, a Deliverable is deemed accepted when the Client uses it in production, deploys it, or confirms acceptance in writing.

7.5 Latch is not responsible for failing to meet a milestone to the extent caused by Client delay, third-party delays, or force majeure events.

8. Fees and Payment

8.1 Fees are payable as set out in the SOW (whether on a milestone, monthly, retainer, or time and materials basis). If the SOW is silent, Latch may invoice monthly in arrears.

8.2 Invoices are payable in full within 20 days of the invoice date, unless otherwise stated in the SOW.

8.3 Invoices must be paid without set-off, counterclaim, or deduction except as required by law. If the Client disputes an invoice, it must notify Latch before the due date with reasons in reasonable detail, and pay any undisputed amount by the due date.

8.4 Unless expressly included in the Fees, the Client must reimburse reasonable pre-approved travel and out-of-pocket expenses, and pay any third-party costs or licence fees that the Client has agreed Latch may incur on its behalf.

8.5 Fees are exclusive of GST unless stated otherwise. Where GST applies, the Client must pay GST in addition to the Fees, subject to receipt of a valid tax invoice.

8.6 If an invoice remains unpaid after the due date, Latch may charge interest at 3% per annum above the overdraft reference rate of Latch’s principal trading bank, calculated daily and compounding monthly.

8.7 If any amount is overdue, Latch may suspend Services, access, and delivery until all overdue amounts are paid. Latch is not liable for any resulting delay or loss. Latch may also withhold commencement of subsequent milestones where a preceding invoice is overdue.

8.8 The Client must reimburse Latch for reasonable costs incurred in recovering overdue amounts, including legal and debt recovery costs.

9. Third-Party Platforms

9.1 The Client acknowledges that the Services may depend on Platforms operated by third parties.

9.2 Latch does not control and is not responsible for the availability, performance, security, pricing, or changes of any Platform.

9.3 Latch is not liable for delays, defects, or inability to deliver caused by Platform outages, restrictions, deprecations, policy changes, or third-party acts or omissions.

9.4 Unless stated otherwise, the Client is responsible for: (a) obtaining and maintaining Platform accounts, licences, and permissions; (b) paying Platform fees; (c) complying with Platform terms; and (d) ensuring Latch has required access.

9.5 Latch does not warrant the accuracy, completeness, or availability of third-party data feeds, APIs, or signals used in campaign logic or workflows.

9.6 Latch may decline or suspend work that would require it to breach a Platform’s terms, a law, or an applicable policy.

10. Intellectual Property

10.1 Each party retains ownership of its Background IP. Neither party transfers ownership of its Background IP except as expressly stated.

10.2 Unless the SOW expressly states otherwise, ownership of Work Product remains with Latch. Upon full payment of all Fees due under the relevant SOW, Latch grants the Client a perpetual, irrevocable (except for material breach), worldwide, non-exclusive licence to use, reproduce, adapt, display, and exploit the Work Product for the Client’s business operations as reasonably contemplated by the SOW.

10.3 If an SOW expressly states that ownership of specified Work Product transfers to the Client on full payment, that transfer excludes all Latch Background IP and third-party materials.

10.4 To the extent any Latch Background IP is incorporated into Deliverables, Latch grants the Client a non-exclusive licence to use that embedded Background IP only as required to use the relevant Deliverable as permitted by the SOW.

10.5 Deliverables may include or depend on third-party or open-source components, which are subject to the applicable third-party terms.

10.6 Unless expressly permitted, the Client must not reverse engineer, decompile, resell, or sublicence Latch tools, software, or reusable components beyond the rights granted in the Agreement.

10.7 To the extent required and lawfully possible, each party will procure reasonable consents from its personnel and contractors to enable the exercise of rights contemplated by the Agreement.

10.8 Subject to clause 14 (Confidentiality), Latch may identify the Client as a client and use non-confidential examples of the work for portfolio, credentials, and case study purposes, subject to reasonable brand guidelines notified by the Client.

11. Client Content and Instructions

11.1 The Client retains ownership of Client Content and is solely responsible for its legality, accuracy, and suitability.

11.2 The Client warrants that it has all rights, licences, and permissions required for Latch to use the Client Content to perform the Services.

11.3 The Client is responsible for ensuring Client Content, campaign claims, targeting criteria, and deployment instructions comply with applicable laws and platform policies.

11.4 Latch may rely on Client instructions and approvals, and is not liable for consequences arising from Client-approved content or deployment decisions.

12. Data, Privacy, and Security

12.1 Each party must comply with applicable privacy and data protection laws to the extent they apply to that party’s activities under the Agreement.

12.2 Unless stated otherwise in an SOW, Latch is not appointed as a data processor or hosting provider under a separate data processing agreement.

12.3 Latch will use Client data and access credentials only as reasonably necessary to perform the Services and for related operational purposes (including support, troubleshooting, and security).

12.4 Each party will maintain reasonable security safeguards appropriate to the nature of the Services. Neither party can guarantee absolute security.

12.5 If either party becomes aware of a security incident materially affecting the Services, it will notify the other party promptly and cooperate reasonably.

13. Subcontractors

13.1 Latch may use employees, contractors, subcontractors, and Affiliates to perform the Services.

13.2 Latch remains responsible for the performance of the Services notwithstanding its use of subcontractors.

13.3 Unless expressly agreed, the Client has no right to direct or approve individual Latch personnel or subcontractors. Latch may replace personnel at its discretion, provided it maintains appropriate capability for the Services.

14. Confidentiality

14.1 Confidential Information means information disclosed by a party that is confidential by nature, designated as confidential, or reasonably ought to be understood as confidential, including business information, pricing, technical information, software, credentials, data, and project materials.

14.2 Confidential Information does not include information that the receiving party can prove: (a) is or becomes public other than through breach; (b) was lawfully known to the receiving party before disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party’s Confidential Information.

14.3 Each party must keep the other’s Confidential Information confidential, use it only for the purposes of the Agreement, and disclose it only to personnel and advisers who need to know and are bound by confidentiality obligations.

14.4 A party may disclose Confidential Information where required by law, court order, or regulator, provided it gives prior notice where lawful and cooperates to limit disclosure.

14.5 On request and subject to legal retention requirements, each party must return or securely destroy the other’s Confidential Information.

14.6 Each party acknowledges that unauthorised disclosure may cause irreparable harm and that injunctive or equitable relief may be appropriate.

15. Warranties and Disclaimers

15.1 Latch warrants that it will perform the Services with reasonable skill and care consistent with generally accepted professional standards.

15.2 The Client’s sole remedy for breach of clause 15.1 is, at Latch’s option, re-performance of the affected Services or a reasonable credit/refund.

15.3 Unless expressly agreed in an SOW, Latch does not warrant or guarantee: (a) campaign performance, media outcomes, or commercial results; (b) media inventory availability; (c) Platform uptime or third-party data accuracy; (d) uninterrupted or error-free operation of any Deliverable in all environments or future platform versions; or (e) that Services will identify or prevent all defects or vulnerabilities.

15.4 Latch gives no warranty in respect of third-party software, platforms, services, or components except to the extent Latch can pass through a third-party warranty and agrees to do so in writing.

15.5 To the fullest extent permitted by law, all warranties and conditions not expressly stated in the Agreement are excluded.

15.6 Nothing in the Agreement excludes rights or remedies that cannot lawfully be excluded, including applicable non-excludable rights under New Zealand or Australian law.

15.7 The parties acknowledge that the Services are supplied and acquired in trade for the purposes of section 43 of the Consumer Guarantees Act 1993. To the maximum extent permitted by law, and where fair and reasonable, the parties agree to contract out of the Consumer Guarantees Act 1993.

16. Limitation of Liability

16.1 To the fullest extent permitted by law, Latch’s total aggregate liability arising out of or in connection with the Agreement (whether in contract, tort including negligence, equity, statute, or otherwise) will not exceed the total Fees paid or payable under the relevant SOW.

16.2 Neither party is liable to the other for any indirect, consequential, incidental, special, exemplary, or punitive loss, or for any loss of profit, revenue, savings, business, goodwill, opportunity, data, or anticipated benefits, whether direct or indirect.

16.3 The exclusions in this clause apply even if a party was advised of the possibility of the relevant loss.

16.4 Nothing in the Agreement limits or excludes liability for: (a) fraud; (b) wilful misconduct; (c) death or personal injury caused by negligence to the extent liability cannot be excluded by law; (d) breach of confidentiality obligations to the extent liability cannot be excluded by law; or (e) any liability that cannot lawfully be excluded.

16.5 Each party must take reasonable steps to mitigate loss. Latch is not liable to the extent loss is caused or contributed to by the Client, third parties, or Platform issues outside Latch’s control.

17. Indemnities

17.1 The Client indemnifies Latch against losses, liabilities, damages, and costs (including reasonable legal costs) arising from third-party claims to the extent caused by: (a) Client Content or Client data; (b) Client instructions, approvals, or campaign claims; (c) the Client’s breach of the Agreement or applicable law; (d) allegations that Client Content infringes third-party rights; or (e) the Client’s non-compliance with Platform terms.

17.2 Latch must promptly notify the Client of any such claim, cooperate reasonably, and allow the Client to control the defence and settlement (provided no settlement admits fault by or imposes obligations on Latch without Latch’s consent).

17.3 Latch indemnifies the Client against third-party claims that Work Product created solely by Latch infringes that third party’s Intellectual Property Rights, excluding claims arising from Client Content, Client instructions, third-party components, or modifications not made by Latch. Liability under this indemnity is subject to the cap in clause 16.1.

17.4 Any additional reciprocal indemnity by Latch must be expressly stated in the relevant SOW.

18. Force Majeure

18.1 Neither party is liable for delay or failure to perform (other than payment obligations) to the extent caused by events beyond its reasonable control, including natural disaster, pandemic, war, government action, telecommunications failures, or widespread service outages (a “Force Majeure Event”).

18.2 The affected party must notify the other as soon as reasonably practicable, use reasonable efforts to mitigate, and resume performance when able.

18.3 If a Force Majeure Event continues for more than 30 days and materially affects the Services, either party may terminate the affected SOW on written notice.

19. Term and Termination

19.1 The Agreement starts on the date the first SOW is accepted and continues until terminated under this clause.

19.2 Either party may terminate the Agreement or an affected SOW by written notice if the other party: (a) materially breaches the Agreement and fails to remedy the breach within 10 Business Days of written notice; (b) becomes insolvent, enters liquidation or receivership, or ceases business (other than as part of a solvent restructure); or (c) repeatedly breaches the Agreement in a way that shows it does not intend to comply.

19.3 Unless an SOW states otherwise, either party may terminate an ongoing retainer or Support Services SOW for convenience on 30 days’ written notice. Fixed-term or project SOWs may only be terminated for convenience if the SOW expressly permits it.

19.4 Latch may suspend Services immediately where: (a) invoices are overdue; (b) the Client fails to provide required access, approvals, or cooperation; (c) continuing work would risk legal, regulatory, or security breach; or (d) a security incident requires urgent containment.

19.5 On termination or expiry: (a) the Client must pay for all Services performed, Deliverables completed, and non-cancellable costs incurred up to the effective date; (b) licences granted under clause 10 continue subject to full payment; (c) each party must return or revoke access credentials; and (d) clauses that by nature are intended to survive will survive, including clauses 8, 10, 11, 14, 15, 16, 17, 19.5, 20, and 21.

19.6 Transition assistance after termination is out of scope unless expressly agreed, and may be charged at Latch’s then-current rates.

20. Dispute Resolution

20.1 Before starting court proceedings (except for urgent relief), the parties must attempt in good faith to resolve any dispute through discussions between authorised representatives. If unresolved within 10 Business Days, either party may escalate to senior management.

20.2 If the dispute is not resolved within 20 Business Days after escalation, either party may refer it to mediation in Auckland, New Zealand, administered by a mutually agreed mediator (or, failing agreement, one appointed by AMINZ).

20.3 Nothing in this clause prevents a party from seeking urgent injunctive or interlocutory relief. Unless the Agreement is terminated, the parties must continue to perform their non-disputed obligations during a dispute.

21. General

21.1 Governing law and venue. The Agreement is governed by the laws of New Zealand. Subject to clause 20, the courts of Auckland have exclusive jurisdiction. If a specific SOW expressly states a different governing law or venue, that applies only to that SOW.

21.2 Notices. Notices must be in writing and sent to the contact details in the SOW (or for Latch, to the Email for Notices). Notices by email are deemed received when retrievable by the recipient’s email system. Notices relating to disputes, termination, or legal claims should also be sent by tracked courier where practicable.

21.3 Assignment. The Client may not assign the Agreement without Latch’s prior written consent (not to be unreasonably withheld). Latch may assign the Agreement to an Affiliate or as part of a sale, merger, or restructure, on written notice.

21.4 Severability. If any provision is held invalid, it will be read down or severed to the minimum extent necessary and the remainder continues in full force.

21.5 Waiver. A failure or delay to exercise a right is not a waiver. Waivers are effective only if in writing.

21.6 Variation. No amendment to an SOW or these Terms is effective unless in writing and accepted by both parties. Latch may update these Terms for future engagements by publishing updated terms (which will not affect already accepted SOWs).

21.7 Entire agreement. The Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes prior proposals, discussions, and understandings.

21.8 Independent contractor. Latch is an independent contractor. Nothing in the Agreement creates a partnership, joint venture, agency, or employment relationship.

21.9 Non-exclusivity. Unless stated in an SOW, the Agreement is non-exclusive.

21.10 Publicity. Except as permitted under clause 10.8, neither party may issue a press release or public announcement referring to the other party without prior written consent.

21.11 Survival. Clauses which by their nature are intended to survive expiry or termination survive, including clauses relating to payment, IP, confidentiality, warranties, liability, indemnities, dispute resolution, and these general provisions.

21.12 Electronic execution. The Agreement, SOWs, and variations may be executed in counterparts and by electronic signature, each of which is deemed an original.

21.13 Further assurances. Each party must do all things reasonably required to give effect to the Agreement.