Consultation, SEO, email and SMS

Master Services Agreement

This version: 17 September 2026. Original agreement: 20 February 2026.

Between: The I.T. Bear (NZBN: 9429052966811), located at Cable Bay, Far North, New Zealand (“The I.T. Bear”, “we”, “us”, or “our”)

And: [Client Company Name] (“Client”, “you”, or “your”)

1. Background and Application

1.1. B2B Engagement: The I.T. Bear provides strategic IT consulting, web development, hosting, and marketing services designed specifically for business clients. By engaging our services, you confirm that you are acquiring these services for the purposes of a business.

1.2. Consumer Law Exclusion: Because you are in trade and acquiring our services in trade, both parties agree that the provisions of the Consumer Guarantees Act 1993 (CGA) and sections 9, 12A, 13, and 14(1) of the Fair Trading Act 1986 do not apply to this agreement. This is a fair and reasonable exclusion in a commercial context. (Note: Consumer protections remain in place exclusively for our “Bear Support” consumer offerings).

1.3. Structure: This Master Services Agreement (MSA) outlines the general terms of our relationship. Specific services, deliverables, pricing, and timelines will be detailed in separate Statements of Work (SoW) or Service Schedules which operate under this MSA:

• Schedule A — website build, Bear Lease, and Bear Host
• Schedule B — Grizzly Operations and KoruSignal (search and content marketing)
• Schedule C — email marketing, SMS / text marketing, and SMTP / sending-domain setup, only when those items are written on your quote or SoW

If a job is not on the quote, it is not included. A campaign page (including Spring Promotion) is a quote for those dollars. It does not rewrite list prices or this MSA.

2. Services and Content Clock

2.1. Standard of Work: We will perform the services with reasonable skill, care, and diligence, acting in accordance with industry best practices.

2.2. The “Content Clock” Rule: Where a project (such as a website build) requires text, images, logos, or other assets from you, the project timeline officially commences only when all requested content has been provided to us. We do not commence design or development while waiting for required content.

2.3. Stale Projects: If we are waiting on feedback, approval, or content from you for more than 30 consecutive days, we reserve the right to pause the project. Resuming a stale project may be subject to a scheduling delay and a restart fee.

3. Financial Terms & The “Good Citizen” Clause

3.1. Invoicing: All prices are exclusive of Goods and Services Tax (GST) unless otherwise stated. Invoices are payable in accordance with the terms specified in your agreed SoW (e.g., 50% upfront, 50% on completion, or via monthly subscription).

3.2. The “Good Citizen” Clause (Late Payments): We understand that in business, cash flow challenges occasionally arise. We do not charge punitive late payment fees. If you anticipate that you will be unable to pay an invoice by its due date, you must contact us beforehand. As a good citizen, we will work with you in good faith to discuss a manageable resolution or temporary arrangement.

3.3. Suspension of Service: While we prefer communication and collaboration, prolonged, uncommunicated, or unresolved failure to pay invoices exceeding 14 days past the due date will result in the suspension of services, including the pausing of ongoing development and the suspension of website hosting. We are not liable for any loss of income or disruption to your business caused by a suspension due to non-payment.

4. Intellectual Property & Proprietary Software

4.1. Client Content: You retain full ownership of all text, images, logos, and data you provide to us. You warrant that you have the legal right to use and provide these materials. On a website rebuild, copy and photos you brought stay yours, whether you pay Own-it, 50/50, Flex, or Bear Lease. Under Bear Lease, the WordPress theme, hosting, and rebuild labour are what the Lease covers until buyout.

4.2. Custom Deliverables & The Bear Lease: Ownership of the final deliverables (e.g., website design, bespoke code) depends on your payment model.

• Standard Model: Intellectual Property (IP) transfers to you upon final and full payment of the project.
• The Bear Lease: IP remains the property of The I.T. Bear unless the “Buyout Clause” is triggered and paid in full, as detailed in the relevant Service Schedule.

4.3. The I.T. Bear Proprietary Software: We develop and utilise proprietary software, plugins, and AI agents (including, but not limited to, the “Bear Logic” Engine). These tools are strictly licensed to you as a service and remain the exclusive intellectual property of The I.T. Bear.

4.4. Migration & Uninstallation: If you choose to migrate your website away from our infrastructure (Bear Host) to a third-party provider, you take the website structure, design, and content. However, all I.T. Bear Proprietary Software (such as Bear Logic) will be uninstalled and revoked prior to migration. These tools require our specific server environment and API architecture to function and cannot be transferred.

5. Warranties & Disclaimers

5.1. Third-Party Platforms: We provide marketing, SEO, and integration services that interact with third-party platforms (for example Google, Meta, Xero, Stripe, and — where Schedule C is on the SoW — MailerLite, SendGrid, Twilio, or a similar sending platform). We do not control these platforms. We guarantee the implementation of best practices, but we cannot guarantee specific outcomes (e.g., guaranteed Page 1 Google rankings, inbox placement, or SMS delivery) and we are not liable for disruptions caused by algorithm updates, policy changes, or account suspensions enforced by these third parties.

5.2. Advice: Strategic advice (Grizzly Operations) is provided based on current technological best practices. You are solely responsible for how you implement this advice within your wider business operations.

6. Limitation of Liability

6.1. To the maximum extent permitted by New Zealand law, The I.T. Bear shall not be liable for any indirect, consequential, special, or economic loss, including loss of profits, revenue, data, or goodwill, arising out of or in connection with our services, software, or hosting infrastructure.

6.2. In any event where we are found liable, our total aggregate liability to you under this agreement shall be strictly limited to the total fees paid by you to us in the three (3) months immediately preceding the event giving rise to the claim.

7. Dispute Resolution

7.1. Good Faith: If a dispute arises out of or relates to this agreement, both parties agree to first attempt to resolve the issue in good faith through direct, open communication.

7.2. Mediation: If the dispute cannot be resolved through direct discussion within 14 days, both parties agree to enter into mediation in New Zealand before resorting to litigation or arbitration. The mediator will be agreed upon by both parties, and the costs of the mediator will be shared equally.

7.3. Litigation: If mediation is unsuccessful, either party may commence legal proceedings. This agreement is governed by the laws of New Zealand, and both parties submit to the exclusive jurisdiction of the New Zealand courts.

8. General Provisions

8.1. Termination: Either party may terminate a rolling monthly retainer or hosting agreement by providing 30 days’ written notice, unless a minimum fixed term (e.g., a 12-month Bear Lease) applies.

8.2. Portfolio Rights: Unless a white-label or removal fee is explicitly agreed upon, we reserve the right to display the completed work in our professional portfolio and place a discreet “Built by The I.T. Bear” link in the footer of websites we build.

8.3. Amendments: We may update this MSA from time to time. We will notify you of any material changes in writing.

Service Schedule B: Grizzly Operations (Consulting) & KoruSignal (Marketing)

This Schedule forms part of the Master Services Agreement (MSA) between The I.T. Bear and the Client.

1. Grizzly Operations (Consulting & Strategy)

1.1. Focus on Outcomes: Our consulting services (including The Grizzly Audit, Ops Overseer, and Ops Sprints) are designed to deliver strategic outcomes rather than simply billing for hours.

1.2. Expiry of Pre-Purchased Time: Where a service includes a block of time or a dedicated sprint (e.g., Ops Sprint), those hours must be utilised within sixty (60) days of the invoice date or project commencement date. Unused hours after this 60-day period will expire and are non-refundable.

1.3. Rescheduling & Cancellations: For scheduled, time-sensitive sessions such as the “Power Hour”, we require a minimum of 24 hours’ notice for rescheduling. Failure to provide 24 hours’ notice, or failing to attend the scheduled session, will result in the forfeiture of the session fee.

1.4. Advice Disclaimer: The I.T. Bear provides strategic operational and technological advice based on current industry best practices and our professional experience. However, every business environment is unique. We do not guarantee specific financial results from the implementation of our advice, and we are not liable for any business or financial losses incurred as a result of executing the strategies discussed.

2. KoruSignal (Marketing & Search Optimisation)

2.1. No Ranking Guarantees: Search Engine Optimisation (SEO) and answer-engine / generative-engine optimisation (AEO / GEO) are long-term strategies dictated by the proprietary algorithms of third-party search engines and AI platforms (such as Google, Bing, OpenAI, and Anthropic). While we guarantee the implementation of current best practices, we cannot and do not guarantee specific placement, “Page 1” rankings, or immediate increases in traffic.

2.2. Third-Party Platform Policies: We are not responsible if third-party platforms (e.g., Google Business Profile, Facebook, LinkedIn) change their policies, alter their algorithms, or suspend your listing or account. Should your account be penalised or suspended by a third party, we will gladly assist in the recovery process; however, this assistance falls outside standard retainer scope and will be billed at our standard hourly rate of $180 + GST.

2.3. Content Approval & Auto-Publishing: To maintain the consistency required for successful SEO and audience engagement, KoruSignal clients are provided with a three (3) business day review window to approve or request changes to drafted articles, posts, or content. If no response is received within this three-day window, the content will be automatically published on your behalf to ensure the strategy remains on schedule.

2.4. Visibility & AI Audits: One-off audits (such as the AIO Audit or Visibility Setup) represent a snapshot of your digital presence at the time the audit is conducted. Search landscapes change rapidly, and ongoing visibility requires ongoing effort.

2.5. Not email or SMS: KoruSignal is search, Google Business Profile, and drafted articles and posts as named on your retainer. It does not include writing or sending newsletters, SMS, WhatsApp broadcasts, SMTP setup, or marketing-list management. Those are Schedule C, and only if they are on the quote. Signal Core and Signal + Voice do not include a monthly newsletter unless the SoW says so in plain words.

3. Retainer Term & Termination

3.1. Notice Period: Ongoing monthly retainers (such as Ops Overseer, Signal Core, and Signal + Voice) may be terminated by either party by providing thirty (30) days’ written notice.

3.2. Effect of Termination: The agreement will officially end at the conclusion of the current billing cycle following the 30-day notice period. No pro-rata refunds will be provided for partial months.

Service Schedule C: Email marketing, SMS, and SMTP

This Schedule applies only when the quote or SoW names email marketing, SMS / text marketing, SMTP, or sending-domain setup. If it is not on the quote, it is not included — even if the website “needs it in the background.”

1. What this Schedule can cover (when quoted)

1.1. Setup or care of a sending domain (SPF, DKIM, DMARC) for a marketing or transactional sender.

1.2. Connecting WordPress, a form, or a hosted mail app to SMTP or an email API (for example SendGrid or MailerLite), including the records you cannot see in the public website.

1.3. Email marketing: list import you supply, a join form, campaigns we are paid to send or a tool we are paid to host, unsubscribe, and basic bounce hygiene.

1.4. SMS or text marketing, or SMS reminders, only if named on the SoW. Delivery and carrier rules are the third party’s (for example Twilio). We do not guarantee delivery.

2. Price

2.1. Unless a monthly product is on the quote, this work is billed at $180 + GST per hour, or as a fixed line on the SoW.

2.2. Third-party subscription fees (MailerLite, SendGrid, Twilio, and the like) are yours unless the SoW says we wrap them in a Bear monthly. We do not invent that monthly here.

2.3. A website rebuild, Bear Lease monthly, Bear Host monthly, and KoruSignal retainer do not pay for Schedule C.

3. Your list and the law

3.1. You warrant that addresses and numbers you give us were collected with consent to receive that kind of message, and that sending will comply with the Unsolicited Electronic Messages Act 2007 and the Privacy Act 2020.

3.2. Every marketing email we send for you will include a working unsubscribe. You must honour opt-outs we pass back.

3.3. We may refuse a send that looks unlawful or that would put our sending reputation at risk.

4. Deliverability

4.1. We set up best-practice authentication. We do not guarantee inbox placement, open rates, or that a carrier will accept SMS.

4.2. If a third party suspends the sending account, recovery is extra at $180 + GST per hour unless the SoW already covers it.

5. Data

5.1. The list remains yours. We do not mix it with The I.T. Bear Honey News or another client.

5.2. If you leave, we export the list we hold for you after invoices are clear. We do not transfer a third-party account we do not own.