1. Introduction & Scope
This Master Agreement and Terms of Service ("Agreement") governs the business engagements between the client ("Client") and Flowdesk Systems ("Flowdesk"), which is operated by Lachlan Tonner as a sole trader based in Auckland, New Zealand. Flowdesk provides professional business-to-business (B2B) services including workflow automation engineering, OpenClaw and AI agent configuration, custom n8n logic loop setup, and custom software-as-a-service (SaaS) development. The precise features and deliverables of any engagement are defined on a case-by-case basis in written quotes or Statements of Work (SOW) mutually accepted by both parties.
2. Engagements & Deliverables
Flowdesk will perform development and consulting work according to a mutually agreed SOW or written quote. All project timelines, milestone dates, and shipping schedules provided by Flowdesk are good-faith engineering estimates based on initial project scope and resource availability. Timelines are not strict commercial guarantees. Flowdesk will make all reasonable efforts to meet target dates, but is not liable for project extensions or business impact caused by delivery adjustments.
3. Intellectual Property
Upon full and final payment of all outstanding invoices related to the project, Flowdesk transfers all rights, title, and ownership of custom deliverables built specifically for the Client under the respective SOW. These deliverables include custom n8n workflows, custom backend scripts, bespoke database schemas, and custom application code. Flowdesk retains all rights, title, and ownership in its pre-existing proprietary frameworks, modules, templates, tooling, and general knowledge components used during development. Any third-party software, API modules, or open-source packages integrated into the deliverables remain governed by their respective commercial or open-source licences.
4. Fees & Invoicing
All prices are quoted in New Zealand Dollars (NZD) and exclude Goods and Services Tax (GST). Flowdesk is operated as a sole trader and is not currently registered for GST; therefore, GST is not charged on invoices. If and when Flowdesk becomes registered for GST under New Zealand tax laws, GST will be added to pricing accordingly.
Our standard service engagement pricing adheres strictly to the following parameters:
- One-Time Setup Fee: Bespoke custom systems start from a setup fee of $300. If the Client is unsatisfied with the completed setup, 60% of the setup fee is refundable upon written request, subject to the removal and de-authorization of all Flowdesk deliverables from Client networks and systems.
- Monthly Retainer: Continuous optimization and oversight retainers start from $30 per month. Retainer payments are strictly non-refundable and are paid in advance of each monthly billing cycle.
- Invoicing & Payments: Invoices are issued electronically and are due within 14 days of the invoice date. Late payments may incur a monthly fee of 2% of the outstanding balance.
5. Client Cooperation
To successfully perform the services, the Client must act in good faith and supply Flowdesk with all necessary environment credentials, secure API keys, database access, and timely written feedback or milestone approvals. Any delay in the Client providing necessary access, credentials, or reviews will automatically extend the project and sprint timelines by a corresponding duration.
6. Support SLA
For active monthly retainer Clients, Flowdesk provides technical troubleshooting and system maintenance on a best-effort, business-days only basis. We do not provide 24/7 coverage or weekend emergency standby.
- Support Hours: Direct email and messaging support are active from 9:00am to 5:30pm New Zealand Time (NZT), Monday to Friday, excluding New Zealand public holidays.
- Response Targets: Flowdesk strives to meet the following non-binding response targets for active monthly retainer Clients:
- Critical Issue (Severity 1 - System Outage): Target response within the next business day.
- Standard Technical Issue (Severity 2 - Impaired Flow): Target response within 2 business days.
- Scope limits: These response targets are non-binding estimates and apply strictly to active retainer contracts. Flowdesk targets rapid diagnosis and resolution of operational issues but does not guarantee specific resolution timeframes due to dependencies on third-party API networks.
7. Third-Party Tools
The Client acknowledges that Flowdesk's custom automations rely heavily on external third-party platforms (including, but not limited to, n8n, Supabase, OpenAI, and Anthropic). Flowdesk is not liable for system outages, data errors, API deprecations, rate limiting, or sudden price changes enacted by these third-party platforms. All direct subscription and usage costs charged by these third-party providers are the sole responsibility of the Client, unless explicitly quoted as bundled within a written SOW.
8. Warranties & Liability
Flowdesk warrants that it performs all services with reasonable skill, care, and professional diligence. However, Flowdesk does not warrant that automations or AI agents will be completely error-free or that their implementation will yield specific business outcomes or cost savings.
For all business-to-business (B2B) engagements, both parties explicitly agree to contract out of the provisions of the New Zealand Consumer Guarantees Act 1993 and sections 9, 12A, 13, and 14(1) of the Fair Trading Act 1986, to the maximum extent permitted by law. The Client acknowledges that this is a commercial transaction and that the exclusions herein are fair and reasonable.
To the maximum extent permitted by New Zealand law, Flowdesk's total aggregate liability for any claims, damages, or breaches arising under this Agreement is strictly capped at the total fees actually paid by the Client to Flowdesk in the three (3) months preceding the incident giving rise to the claim. Under no circumstances is Flowdesk liable for any indirect, consequential, special, or punitive damages (including loss of profits, revenue, or business data).
9. Termination & Off-boarding
Either party may terminate an ongoing service engagement or active retainer agreement by providing 14 days written notice to the other party. Upon notice of termination:
- The Client remains liable for all work completed up to the effective termination date.
- For retainer cancellations, no partial refunds are provided.
- Upon receipt of full and final payment, Flowdesk will hand off all completed deliverables and securely delete staging credentials or temporary environment configurations associated with the Client's project.
10. Governing Law
This Agreement and all business engagements between Flowdesk and the Client are governed by and construed in accordance with the laws of New Zealand. The parties submit to the exclusive jurisdiction of the courts of Auckland, New Zealand.