Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the website operated by N2K Labs at https://n2klabs-4vh9w5pq5-n2-k1.vercel.app (the “Site”) and any digital services we provide (collectively, the “Services”).

About N2K Labs: N2K Labs is a digital studio operated by an individual freelancer based in the South Pacific, Fiji. We are currently operating as an unregistered sole proprietor and are in the process of formalising our business registration. Until such time, engagements are entered into as a contract between the client and the individual operator (referred to here as “N2K Labs” or “we”).

By accessing the Site or engaging our Services, you agree to be bound by these Terms. If you do not agree, please do not use the Site or engage our Services.

If you are engaging our Services on behalf of a company or organization, you represent and warrant that you have the authority to bind that entity to these Terms.

N2K Labs is a digital studio offering the following services to clients:

• Web Development — design and build of custom websites and web applications.
• UI/UX Design — user interface and user experience design for digital products.
• E-Commerce Solutions — online stores, payment integration, and commerce platforms.
• Digital Strategy — consulting on digital transformation, roadmaps, and growth.
• Brand Identity — logo design, brand guidelines, and visual identity systems.
• SEO & Analytics — search engine optimization and performance measurement.

The specific scope, deliverables, timeline, and cost of any engagement will be defined in a separate written proposal or contract (“Statement of Work”) agreed between N2K Labs and the client.

In the event of any conflict between these Terms and a Statement of Work, the Statement of Work prevails for that engagement.

To enable us to deliver the Services, the client agrees to:

• Provide accurate, complete, and timely information required for the project.
• Provide timely feedback and approvals at agreed review points.
• Ensure they have the necessary rights to any content, materials, or assets provided to N2K Labs for use in the project.
• Make timely payments in accordance with the agreed payment schedule.
• Maintain any third-party accounts, licenses, or subscriptions required for the operation of the delivered work (e.g. domain registration, hosting, payment gateways).

Delays caused by the client (including delayed feedback, missing content, or late payment) may result in adjusted timelines and additional fees.

4.1 Fees and invoicing

Fees for Services are specified in the Statement of Work. Unless otherwise agreed:

• A deposit of 50% of the total project fee is due before work commences.
• The remaining balance is due upon project completion, prior to deployment or handover.
• Recurring services (e.g. maintenance, hosting, retainers) are billed in advance on a monthly basis.

4.2 Late payment

Invoices are due within 14 days of issuance. Overdue invoices accrue interest at 1.5% per month. We reserve the right to suspend Services or withhold access to deliverables on overdue accounts.

4.3 Taxes

N2K Labs is not currently registered for Value Added Tax (VAT) with the Fiji Revenue & Customs Service (FRCS), as we are below the mandatory VAT registration threshold and are operating as an unregistered sole proprietor. Accordingly, VAT is not currently added to invoices for Fiji-based clients.

When we complete business registration and FRCS VAT registration, this section will be updated to reflect the applicable VAT rate (currently 12.5% in Fiji) and our VAT registration number will appear on invoices.

Clients outside Fiji are responsible for any local taxes, duties, or withholdings assessed on their behalf, including goods and services taxes (GST) in their jurisdiction. N2K Labs is not responsible for collecting or remitting foreign taxes.

5.1 Client-owned content

The client retains all rights to content and materials provided to N2K Labs for inclusion in the project. The client grants N2K Labs a non-exclusive license to use such content for the duration of the engagement to deliver the Services.

5.2 Deliverables

Upon receipt of full payment, ownership of the final deliverables (including source code, design files, and assets specifically created for the project) transfers to the client, subject to:

• Pre-existing components: N2K Labs retains ownership of pre-existing tools, frameworks, templates, and methodologies used in the project, and grants the client a perpetual, non-exclusive license to use them as part of the delivered work.
• Open-source software: Third-party open-source software remains licensed under its original terms.
• Portfolio rights: N2K Labs may display and describe the completed work in our portfolio and marketing materials, unless the client requests otherwise in writing.

5.3 Third-party assets

Where third-party assets (fonts, stock images, plugins) are used, the client is responsible for maintaining any required licenses for ongoing use unless N2K Labs has agreed to purchase them on the client’s behalf (the cost will be itemized in the Statement of Work).

Both parties agree to keep confidential any non-public information received from the other party in connection with the engagement, including business plans, customer data, and technical information.

Confidentiality obligations survive the termination of the engagement and do not apply to information that is publicly available, already known, independently developed, or required to be disclosed by law.

7.1 Workmanship warranty

N2K Labs warrants that the Services will be performed in a professional, workmanlike manner consistent with industry standards. We will correct any material defects in our work reported within 30 days of delivery at no additional cost.

7.2 Disclaimers

Except as expressly stated in these Terms or a Statement of Work, the Services are provided “as is” and “as available”. N2K Labs disclaims all other warranties, express or implied, including:

• Merchantability or fitness for a particular purpose.
• That the Site or Services will be uninterrupted, error-free, or secure.
• That results such as search rankings, traffic, or conversions will meet any specific target.

The client is responsible for maintaining backups of their data. N2K Labs is not liable for data loss resulting from the client’s failure to maintain backups or from circumstances beyond our control.

To the maximum extent permitted by law, N2K Labs’ total liability arising out of or related to the Services, whether in contract, tort, or otherwise, shall not exceed the total amount paid by the client to N2K Labs for the specific engagement giving rise to the claim during the 12 months preceding the claim.

In no event shall N2K Labs be liable for:

• Indirect, incidental, special, or consequential damages.
• Loss of profits, revenue, data, or business opportunities.
• Damages resulting from the client’s misuse of the Services or failure to follow our recommendations.
• Damages resulting from third-party services, software, or hosting not provided by N2K Labs.

9.1 Termination by either party

Either party may terminate an engagement with 30 days’ written notice. Upon termination:

• The client pays for all Services rendered and expenses incurred up to the termination date.
• N2K Labs delivers any completed work for which payment has been received.

9.2 Termination for cause

N2K Labs may terminate immediately if the client breaches these Terms or a Statement of Work and fails to cure the breach within 7 days of written notice. We may also terminate immediately if the client becomes insolvent or bankrupt.

9.3 Access to the Site

We reserve the right to suspend or terminate access to the Site for any user who violates these Terms or engages in abusive, unlawful, or disruptive behavior.

10.1 Governing law

These Terms and any engagement with N2K Labs are governed by the laws of the Republic of Fiji, without regard to conflict-of-law principles. The principal Fiji legislation applicable to these Terms includes:

• Constitution of the Republic of Fiji 2013 — the supreme law of Fiji, including Clause 24 (right to personal privacy) and the consumer rights provisions recognised in the Bill of Rights.
• Fijian Competition and Consumer Commission Act 2010 (FCCCA) — governing fair trading, consumer protection, and competition. Administered by the Fijian Competition and Consumer Commission (FCCC).
• Electronic Transactions Act (as amended 2017) — giving legal recognition to electronic contracts, signatures, and records formed through this Site.
• Value Added Tax Act 1991 — governing the application of VAT in Fiji. N2K Labs is not currently VAT-registered (we are below the mandatory threshold and operate as an unregistered sole proprietor). This Act becomes applicable to our engagements once we complete FRCS VAT registration.

10.2 Dispute resolution

The parties agree to attempt in good faith to resolve any dispute through direct negotiation. If negotiation fails, disputes shall be submitted to mediation in Fiji. If mediation is unsuccessful, the dispute shall be finally resolved by the courts of Fiji.

We may update these Terms from time to time. The “Last updated” date at the top of this page indicates when the Terms were last revised. Material changes to active engagements will be communicated to clients in writing.

Continued use of the Site or Services after changes take effect constitutes acceptance of the updated Terms.

If you have questions about these Terms or wish to discuss a potential engagement, please contact us: