Terms of Service

Terms of Service

Last updated: 28 April 2026

These Terms of Service ("Terms") govern your use of services provided by Ops Digital ("we", "us", "our"). Ops Digital is operated by Sam Pryke as a sole trader based in New Zealand. By engaging us or using our website (opsdigital.studio), you ("Client", "you") agree to these Terms.

If you do not agree, please do not use our services or website.

1. About us

  • Trading name: Ops Digital

  • Legal entity: Sam Pryke (sole trader)

  • Country of operation: New Zealand

  • Contact email: sam@opsdigital.studio

  • Business address: Christchurch, New Zealand

2. Services

We provide operations consulting, Notion-based system design, and automation services, including but not limited to:

  • Custom Notion workspace and database design.

  • Automated reporting dashboards (including Finance Tracker Pro).

  • Integration of third-party platforms (e.g. Shopify, Meta Ads, Google Ads, TikTok Ads) using workflow automation tools such as n8n.

  • Ongoing maintenance and support retainers.

The specific scope, deliverables, timelines, and fees for any engagement will be set out in a separate written agreement, statement of work, or signed proposal between Ops Digital and the Client. In the event of conflict between that agreement and these Terms, the agreement prevails.

3. Engagement and acceptance

  • A binding engagement is formed when you accept a written proposal, sign a statement of work, or pay a deposit invoice for services.

  • We reserve the right to decline any engagement at our sole discretion.

4. Client responsibilities

To enable us to deliver services, you agree to:

  • Provide accurate and complete information.

  • Grant timely access to systems necessary for delivery (e.g. Shopify admin or guest access, Meta Business Manager access, Google Ads account links, Notion workspace access).

  • Designate a single point of contact authorised to make decisions on your behalf.

  • Respond to reasonable requests for information, approvals, or feedback within reasonable timeframes.

  • Comply with the terms of service of any third-party platforms used in connection with our services (e.g. Google Ads, Meta, Shopify).

  • Maintain the security of your own accounts and credentials.

You are solely responsible for the legality and accuracy of any data you provide or grant us access to.

5. Fees and payment

  • Fees, payment schedules, and currencies are set out in the engagement agreement or invoice for each project.

  • Setup fees are typically billed in advance or split across project milestones.

  • Ongoing maintenance retainers are billed monthly in advance unless otherwise agreed.

  • Invoices are payable within 21 days of issue unless a different term is stated on the invoice.

  • All fees are stated exclusive of GST unless otherwise specified. GST will be added where applicable.

6. Intellectual property

6.1 Ops Digital IP

All automation infrastructure, including but not limited to n8n workflows, formula architectures, automation logic, internal templates, code, and methodologies developed by Ops Digital, remain the exclusive intellectual property of Ops Digital. The Client is granted a non-exclusive, non-transferable licence to use the resulting deliverables (e.g. a Notion dashboard) for the duration of the engagement and any agreed maintenance period.

6.2 Client IP and content

All Client business data, brand content, and pre-existing materials remain the property of the Client. We claim no ownership over Client data and use it solely to deliver the services.

6.3 Deliverables

Unless otherwise agreed in writing, the Client owns the Notion-side deliverables (pages, databases, dashboard layouts) configured within the Client's own Notion workspace. Underlying automation workflows hosted by Ops Digital remain Ops Digital IP and are not transferred.

7. Confidentiality

  • Each party agrees to keep the other party's confidential information in strict confidence and use it solely for the purpose of fulfilling the engagement.

  • Confidential information includes business data, credentials, financial figures, customer information, and any non-public materials shared during the engagement.

  • This obligation survives termination of the engagement.

  • Confidential information does not include information that is publicly available, lawfully obtained from a third party, or required to be disclosed by law.

8. Data and access

  • Where you grant us access to third-party platforms (e.g. Shopify, Meta, Google Ads, Notion), we will use that access solely to deliver the services described in the engagement.

  • You may revoke access at any time. We will return or delete API credentials within 30 days of engagement termination, subject to legal record-keeping obligations.

  • Use of personal information is governed by our Privacy Policy.

9. Third-party services

Our services rely on third-party platforms and APIs (e.g. Shopify, Meta, Google, n8n, Notion). We are not responsible for:

  • Outages, downtime, or changes to those platforms.

  • API rate limits, deprecations, or breaking changes.

  • Account restrictions, bans, or policy actions taken by those platforms.

Where a third-party change materially affects deliverables, we will notify you and discuss reasonable remediation. Any additional work required may be billed separately.

10. Warranties and disclaimers

  • We will perform services with reasonable skill and care consistent with industry standards for similar work.

  • We do not warrant that services will be uninterrupted, error-free, or that automated calculations will be free from defects caused by upstream data quality or third-party API behaviour.

  • All other warranties, conditions, and representations, whether express or implied by statute, common law, or otherwise, are excluded to the maximum extent permitted by law.

  • Where the Consumer Guarantees Act 1993 applies and the services are acquired for business purposes, the parties agree to contract out of the Act to the maximum extent permitted by section 43.

11. Limitation of liability

To the maximum extent permitted by law:

  • Our total aggregate liability arising out of or in connection with the engagement, whether in contract, tort (including negligence), or otherwise, is limited to the total fees paid by the Client to Ops Digital in the three (3) months immediately preceding the event giving rise to the claim.

  • We are not liable for any indirect, consequential, special, incidental, or punitive damages, including lost profits, lost revenue, lost data, or business interruption.

  • Nothing in these Terms limits liability that cannot lawfully be limited under New Zealand law.

12. Indemnity

You agree to indemnify and hold Ops Digital harmless against any claim, loss, or expense arising from:

  • Your breach of these Terms or any engagement agreement.

  • Your misuse of deliverables, including use in violation of any third-party platform's terms of service.

  • The accuracy, legality, or content of data you provide or grant us access to.

13. Termination

  • Either party may terminate an ongoing engagement (e.g. a maintenance retainer) by providing 30 days' written notice.

  • Either party may terminate immediately for material breach if the breach is not remedied within 14 days of written notice.

  • On termination:

    • Outstanding fees for work performed up to the termination date become immediately payable.

    • We will, at your reasonable request, hand over any Client-owned deliverables stored within your own platforms.

    • We will delete API credentials and any non-essential records within 30 days, subject to legal retention obligations.

14. Independent contractor

Ops Digital is engaged as an independent contractor. Nothing in these Terms creates an employer-employee, partnership, joint venture, or agency relationship between the parties.

15. Force majeure

Neither party is liable for failure or delay caused by events beyond reasonable control, including natural disasters, power or internet outages, government actions, third-party platform outages, or pandemic-related restrictions.

16. Governing law and disputes

  • These Terms are governed by the laws of New Zealand.

  • The parties submit to the exclusive jurisdiction of the New Zealand courts.

  • Before commencing legal proceedings, the parties agree to attempt to resolve disputes in good faith through written negotiation for a period of at least 30 days.

17. Changes to these Terms

We may update these Terms from time to time. The "Last updated" date at the top of this page reflects the latest revision. For active engagements, material changes will be communicated by email and take effect 30 days after notice unless a shorter period is agreed in writing.

18. General

  • Severability: If any provision is found unenforceable, the remaining provisions remain in full force.

  • No waiver: Failure to enforce any provision does not constitute a waiver of that provision.

  • Assignment: You may not assign your rights or obligations without our prior written consent. We may assign these Terms in connection with a sale of business assets.

  • Entire agreement: Together with any signed engagement agreement, these Terms constitute the entire agreement between the parties and supersede all prior discussions.

19. Contact

Questions about these Terms: