Terms of Service

1.1 Finlayconn Ventures Limited, New Zealand company number 5969335, trades as "Unicorn Factory". In these Terms, "Unicorn Factory", "we", "us", and "our" mean Finlayconn Ventures Limited.

1.2 Unicorn Factory is a curated New Zealand freelance marketplace. We help New Zealand clients discover reviewed freelancers, publish freelance opportunities, receive applications, arrange introductions, communicate, and use related support and billing services.

1.3 Our registered address is 5/8 Auld Street, Torbay, Auckland 1025, New Zealand. You can contact us at community@unicornfactory.nz.

2.1 These Terms apply when you visit or use a Unicorn Factory website or portal, create or use an account, apply as a freelancer, submit or manage a job brief, apply for an opportunity, use marketplace messages or support, receive an introduction, purchase or use credits, manage a legacy subscription, or otherwise use our services.

2.2 You accept these Terms when you agree through a displayed acceptance process, including when creating an account, submitting an application or job brief, purchasing a paid service, or accepting a material update to these Terms.

2.3 If you use Unicorn Factory for a company or other organisation, you confirm that you have authority to accept these Terms on its behalf. In that case, references to you include that organisation.

2.4 These Terms should be read with our Privacy Policy.

3.1 You must be at least 18 years old and legally able to enter into a binding agreement. Client accounts and client organisations must be based in New Zealand.

3.2 Unicorn Factory is designed principally for New Zealand businesses and freelancers operating in the New Zealand market. We may decline or restrict accounts that fall outside that marketplace focus.

3.3 You must provide accurate, current, and complete information and update anything that becomes materially inaccurate or misleading.

3.4 Each person must use their own login credentials. You must protect authentication codes and promptly tell us if you suspect unauthorised access. You are responsible for activity through your account unless it results from our failure to apply reasonable security measures.

4.1 Unicorn Factory provides public freelancer profiles, client and freelancer portals, job briefs, applications, shortlists, introductions, marketplace messages, support, profile and content moderation, credits, and legacy subscription management.

4.2 We may review, categorise, shortlist, match, moderate, introduce, and support users as part of operating a curated marketplace.

4.3 We do not guarantee approval, publication, applications, introductions, project work, payment, availability, suitability, or any particular commercial result.

5.1 Unicorn Factory is not the client, freelancer, employer, employee, worker, partner, joint venturer, or contracting party in a project arranged between users.

5.2 We do not employ freelancers, set their project fees, direct how they work, supervise delivery, negotiate project contracts, collect project payments, provide escrow, guarantee payment or delivery, or charge a commission based on project value unless we expressly agree otherwise in writing.

5.3 Clients and freelancers are responsible for agreeing their own project contract, which may include the freelancer's own terms of service, proposal, or engagement terms. Their agreement should address scope, deliverables, fees, GST, deposits, milestones, expenses, intellectual property, confidentiality, changes, cancellation, and payment timing.

5.4 Each party is responsible for its own due diligence and its tax, insurance, licensing, professional, contractor-classification, health and safety, and other legal obligations.

6.1 Applying to join Unicorn Factory does not guarantee approval or publication. Our review may consider application completeness, relevant experience, portfolio quality, communication, service-market fit, relevance to New Zealand, marketplace demand, and trust and safety.

6.2 Unless we expressly say otherwise, profile review does not include a criminal or background check or independent verification of identity, licences, insurance, tax status, references, portfolio ownership, qualifications, or professional competence. "Reviewed" or "approved" is not a guarantee or certification of every claim made by a freelancer.

6.3 We may approve, waitlist, or decline an application. We may provide a general explanation, but we do not have to disclose confidential internal assessments, fraud controls, moderation methods, or information about other applicants.

6.4 Approval is ongoing rather than permanent. We may ask for updates and may hide, place on hold, or remove a profile that becomes inaccurate, outdated, misleading, unsuitable, or inconsistent with marketplace standards.

6.5 We may correct spelling, formatting, categorisation, image presentation, and similar non-material issues. We will not knowingly make a material factual change to a freelancer's professional claims without involving them.

7.1 Freelancer profiles become public after they are approved and activated. They remain public unless the freelancer uses an available profile-hiding control or we place the profile on hold.

7.2 Public information may include a freelancer's name, photograph, professional title, description, general location, skills, services, rates, availability, portfolio work, testimonials, review indicators, and professional links.

7.3 Public profiles may be viewed without an account and may be indexed, cached, excerpted, or displayed by search engines.

7.4 Hiding a profile does not close the account, cancel a subscription, remove historical marketplace records, or create a right to a refund.

8.1 Clients must submit genuine freelance or contract opportunities and provide accurate, non-misleading information. Do not include unnecessary confidential information, financial credentials, government identifiers, health information, or other highly sensitive information in a brief.

8.2 We may review a client, company, or brief before making an opportunity available. We may correct formatting, request clarification, retitle or categorise a brief, or pause, reject, close, or remove it where reasonably necessary.

8.3 We may reject or remove briefs that appear fraudulent, misleading, unlawful, discriminatory, exploitative, unsafe, improperly speculative, harmful, infringing, unsuitable for freelance work, or inconsistent with marketplace standards.

8.4 A client may withdraw or close a brief, subject to introductions, credits, communications, and other activity already associated with it. Clients remain responsible for reviewing AI-assisted drafting before submission.

9.1 A freelancer may apply only if they meet the eligibility and credit requirements shown for the opportunity. An application may include the freelancer's message, profile, portfolio, availability, pricing or estimate, and other requested information.

9.2 We may review an application before providing it to the client. We may decline to progress an application that is incomplete, misleading, abusive, duplicated, poorly matched, submitted after an opportunity closes, or otherwise unsuitable.

9.3 An application does not guarantee that it will be sent to the client, that the client will respond, that an introduction will be made, or that the freelancer will be selected.

10.1 Some freelancer applications require a lead credit. A freelancer must have an available credit for each credit-backed application.

10.2 When the application is submitted, one credit is used immediately and deducted from the freelancer's available balance.

10.3 A freelancer with five available credits may therefore submit no more than five credit-backed applications unless a credit is later restored or more credits are purchased.

10.4 An Introduction occurs when we progress an application into a direct connection, such as by delivering an approved introduction, opening the applicable introduction conversation, or otherwise enabling the client and freelancer to connect.

10.5 If the client declines or does not progress the application, the freelancer may request restoration of the used credit under section 12. The freelancer may also make a request if, after an Introduction, they make a reasonable effort to contact the client and the client never responds. In these Terms, this second situation is referred to as ghosting.

10.6 Credit-restoration requests are governed by the process, timing, evidence requirements, and limitations in section 12.

11.1 Credit packs are one-off purchases processed through Stripe. Prices are in New Zealand dollars and, unless stated otherwise, exclude GST, which may be calculated and added at checkout.

11.2 The number of credits, price, intended use, and any product-specific conditions will be shown before purchase. Temporary promotions do not create a right to the same price in the future.

11.3 Purchased credits are tied to the relevant account. They cannot be sold, transferred between unrelated accounts, exchanged for cash, or used outside eligible Unicorn Factory services. They are not legal tender or stored monetary value.

11.4 Purchased credits do not expire while the relevant account remains open. Complimentary or promotional credits may have expiry dates or restricted uses where these are disclosed when the credits are issued.

11.5 We may correct a credit balance where a technical, payment, duplication, fraud, or processing error has occurred. We will provide notice where reasonably practicable.

12.1 Unicorn Factory may restore a used credit at its discretion, acting reasonably and in good faith. Relevant circumstances may include the client declining or not progressing an application, ghosting after an Introduction, a duplicate Introduction, a marketplace processing error, a materially misleading opportunity, an invalid lead, or another situation where we consider restoration fair and appropriate.

12.2 Credit restoration is a marketplace service remedy. It does not mean that we accept legal responsibility or determine that either user breached a project contract.

12.3 Our ordinary remedy for a credit issue is restoration of a credit, not a cash refund. Restoration is not guaranteed, and we are not required to restore a credit merely because an accepted Introduction does not ultimately produce paid work or the parties do not reach a project agreement.

12.4 A credit restoration request must be made through portal support or by contacting us within 30 days after the relevant application, Introduction, decline, or other event giving rise to the request. The request must include enough information for us to assess it, including any relevant attempt to contact the client. We may refuse late, repeated, unsupported, abusive, or fraudulent requests.

12.5 Purchased credits are prepaid access to eligible Unicorn Factory services. They are not refundable for cash merely because they remain unused, a profile is hidden, or a user changes their mind. If a freelancer voluntarily closes their account, any unused credits are forfeited and are not refundable or transferable. Nothing in this section limits a refund or remedy required by law.

12.6 If a payment is reversed, charged back, disputed, or found to be fraudulent, we may remove the associated credits, reverse related entitlements, restrict the account, or require a negative balance to be resolved.

13.1 Some clients and freelancers may hold subscriptions purchased under an earlier billing model. New subscriptions may no longer be available even though existing subscribers can continue to manage their billing.

13.2 Unless stated otherwise for a particular subscriber, a legacy subscription renews automatically through Stripe until cancelled. Fees are charged at the frequency and price shown in Stripe or the applicable billing record.

13.3 Cancellation ordinarily takes effect at the end of the current paid billing period and does not ordinarily create a right to a partial-period refund. Cancelling a subscription does not close the user's account.

13.4 Account closure does not necessarily cancel a Stripe subscription unless we confirm it. Users should manage or confirm subscription cancellation before closing an account.

13.5 Subscription access may be restricted where Stripe reports that a subscription is unpaid, past due, incomplete, expired, paused, or cancelled. Separately purchased credits may continue to provide eligible access.

13.6 We may change, migrate, or retire a legacy subscription on reasonable advance notice. Where practicable, we will provide at least 30 days' notice of a material price or paid-entitlement change.

14.1 Marketplace messages are for legitimate communications connected with hiring, introductions, projects, or support. They are not public, but authorised Unicorn Factory personnel and service providers may access them where reasonably necessary for delivery, support, moderation, fraud prevention, security, disputes, legal compliance, or marketplace administration.

14.2 We may use automated controls to detect spam, abuse, or security risks and may delay, block, redact, or remove a message or attachment where reasonably necessary. We are not required to monitor every message.

14.3 Once an Introduction is made, users may communicate off-platform. We are not responsible for the availability, accuracy, security, or content of off-platform communications.

14.4 Support is not an emergency service. For immediate danger, threats, or suspected criminal conduct, contact the appropriate emergency service or New Zealand Police.

14.5 We aim to acknowledge ordinary complaints within five business days and provide a substantive response within fifteen business days, but complex matters may take longer.

15.1 You must use Unicorn Factory lawfully, honestly, and professionally.

15.2 You must not:

• Provide false, deceptive, or materially incomplete information
• Impersonate another person or organisation or misrepresent your authority
• Misrepresent experience, qualifications, availability, pricing, portfolio ownership, or who will perform the work
• Harass, threaten, discriminate against, defame, or abuse another person
• Send spam, phishing, malware, or unsolicited mass communications
• Seek passwords, payment credentials, authentication codes, or unnecessary sensitive information
• Upload unlawful, infringing, harmful, or explicit material, or confidential material without authority or outside an approved process
• Manipulate applications, credits, reviews, introductions, or marketplace records
• Interfere with the security, availability, or operation of the service
• Scrape, harvest, systematically extract, or use automated outreach without written permission
• Use marketplace content to train an AI model without written permission
• Create fake opportunities, applications, reviews, or identities
• Use the marketplace to facilitate illegal or unsafe activity

15.3 You must respect applicable intellectual property, privacy, confidentiality, human rights, tax, health and safety, and professional obligations. We may investigate suspected misuse and preserve relevant evidence.

16.1 "User Content" includes profiles, photographs, portfolios, testimonials, briefs, applications, messages, attachments, and support content that a user provides. You retain ownership of your User Content.

16.2 You grant Unicorn Factory a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, format, resize, crop, adapt for presentation, display, distribute, and otherwise use User Content as reasonably necessary to operate the marketplace, display public profiles, facilitate applications and Introductions, deliver messages and support, create directory and search pages, generate excerpts and metadata, distribute public content to search engines, maintain records, and meet legal obligations.

16.3 We may sublicense those rights only to service providers, search engines, contractors, and distribution partners where reasonably necessary for those purposes. We will not use a person's identity or portfolio as the central subject of a standalone paid advertising campaign without additional permission.

16.4 When public content is removed, the licence for new public use ends within a reasonable operational period. Copies may remain temporarily in search caches, backups, historical communications, audit records, or records we are permitted or required to retain.

16.5 You confirm that you own your User Content or have permission to use it, that it does not infringe another person's rights or unlawfully disclose confidential information, and that portfolio clients, testimonials, logos, images, and project materials are used with appropriate permission.

17.1 If you believe content infringes your rights, contact community@unicornfactory.nz with identification of the protected work or right, the location of the disputed content, an explanation of the claim, your contact details, and relevant evidence.

17.2 We may remove content while assessing a claim and, where appropriate, give the uploader an opportunity to respond. We may share information about the complaint where reasonably necessary to investigate it, subject to privacy and safety obligations.

18.1 We may provide optional AI-assisted drafting, classification, matching, support, or recommendation features. AI-generated material may be incomplete, inaccurate, inappropriate, or unsuitable.

18.2 You remain responsible for reviewing AI-assisted content before submitting, publishing, or relying on it. Do not submit highly sensitive or confidential information unless we expressly request it through an approved process.

18.3 We do not rely on AI alone to make final consequential decisions about applications, profile approval, moderation, or support outcomes. Those decisions are reviewed by a person or determined through established marketplace rules.

19.1 Our handling of personal information is described in our Privacy Policy.

19.2 Hiding a profile, cancelling a subscription, and closing an account are separate actions. You may request account closure by contacting us. Closing an account does not necessarily cancel a Stripe subscription or require immediate deletion of every associated record.

19.3 We may retain account, profile, brief, application, Introduction, message, support, payment, security, and dispute records for the periods and purposes described in the Privacy Policy.

19.4 Public profile content will be hidden or removed within a reasonable operational period after closure, subject to search caches, backups, legal records, and other permitted retention.

20.1 We may immediately suspend, restrict, or close an account where reasonably necessary because of fraud, a security threat, illegal activity, harassment, credible safety concerns, material deception, chargeback abuse, serious or repeated breaches, a legal requirement, or the need to protect users or the marketplace.

20.2 For less urgent breaches, we will ordinarily provide notice and a reasonable opportunity to address the issue. We may hide or remove particular content without closing the whole account and may consider, but do not guarantee, a request for reconsideration.

20.3 Before requesting closure, you should manage any subscription, use credits you wish to use, save information you require, and address active projects or conversations directly with the other user.

20.4 If you voluntarily close your account, any unused credits are forfeited and are not refundable or transferable. Closure does not automatically entitle you to a cash refund for subscription time. Payment obligations, project independence, intellectual property, retained-record, liability, and dispute provisions continue where intended after closure.

20.5 If we suspend or close an account because of fraud, chargeback abuse, serious misconduct, or another serious or repeated breach of these Terms, we may forfeit unused credits to the extent permitted by law. We will exercise this discretion reasonably and in good faith.

21.1 Unicorn Factory is provided on an "as available" basis. We do not guarantee uninterrupted access, error-free operation, permanent storage, or a particular service level.

21.2 We may maintain, update, redesign, add, restrict, suspend, or remove features. We will provide reasonable notice where a planned change materially removes a paid entitlement, retires a legacy subscription, or materially affects purchased credits.

21.3 We may act without advance notice where reasonably necessary for security, fraud prevention, legal compliance, safety, or urgent service protection. Beta, preview, experimental, and AI-assisted features may change or be withdrawn.

21.4 We are not responsible for failures caused by events outside our reasonable control, including provider outages, internet failures, cyberattacks, natural disasters, government action, or widespread infrastructure disruption.

22.1 We rely on third-party providers for hosting, authentication, databases, payments, email, analytics, security, error monitoring, and AI functionality. Your use of a third-party service may also be subject to that provider's terms.

22.2 Stripe processes payment-card information and billing transactions. Unicorn Factory does not receive or store complete card details and does not use Stripe to process project payments between clients and freelancers.

22.3 Links to third-party websites do not mean we control or endorse them. We are not responsible for a third party's independent services, content, security, or availability except where responsibility cannot lawfully be excluded.

23.1 Nothing in these Terms excludes, restricts, or modifies a right or remedy that cannot lawfully be excluded under New Zealand law.

23.2 Our paid marketplace services are intended principally for acquisition and use in trade. Where both parties are in trade, any contracting out of legislation applies only to the extent it is permitted by law and all applicable statutory requirements are met.

23.3 If you acquire our services as a consumer, your rights under the Consumer Guarantees Act 1993, Fair Trading Act 1986, and other applicable consumer law continue to apply.

24.1 To the maximum extent permitted by law, we do not warrant the accuracy of user-supplied content, the identity, qualifications, solvency, or suitability of another user, that a profile, application, brief, or message will produce a result, the outcome of a freelance project, or uninterrupted and error-free operation.

24.2 To the maximum extent permitted by law, we are not liable for a client-freelancer project, project contract, non-payment, late payment, work quality, delay, cancellation, failure to deliver, a user's unlawful or harmful conduct, information disclosed off-platform, or indirect or consequential loss, loss of profit, opportunity, goodwill, or business interruption.

24.3 Subject to liability that cannot lawfully be limited, our total aggregate liability arising from the service or these Terms will not exceed the total amount the claimant paid to Unicorn Factory for credits.

24.4 Nothing in these Terms limits liability for fraud, wilful misconduct, or another liability that cannot lawfully be limited.

25.1 To the extent permitted by law, a user acting in trade indemnifies Unicorn Factory against third-party claims, losses, and reasonable costs arising directly from the user's unlawful User Content, infringement of another person's rights, fraud or wilful misconduct, material breach of these Terms, or a project contract to which Unicorn Factory is not a party.

25.2 This indemnity does not apply to the extent a claim was caused by our own breach, negligence, or unlawful conduct, or where applying the indemnity would be unlawful or unfair.

26.1 Clients and freelancers are responsible for resolving project disputes between themselves. We do not ordinarily decide disputes about project scope, work quality, cancellation, invoices, non-payment, ownership of deliverables, confidentiality, or breach of a project contract.

26.2 At our discretion, we may receive a conduct or safety complaint, preserve marketplace records, request information, provide limited informal assistance, restore a marketplace credit without determining legal fault, or restrict an account where credible evidence indicates serious misconduct.

26.3 Our involvement does not make us a party to the project or require us to mediate or resolve the underlying dispute.

27.1 If you have a complaint about Unicorn Factory, contact community@unicornfactory.nz with enough information for us to understand and investigate it. The parties should first try to resolve the matter through good-faith discussion.

27.2 If a dispute remains unresolved, the parties may agree to voluntary mediation. Nothing prevents either party from using the New Zealand Disputes Tribunal or another court or tribunal with jurisdiction.

27.3 These Terms are governed by New Zealand law. New Zealand courts have jurisdiction, subject to any statutory right to bring a claim in another forum.

28.1 We may send service communications concerning authentication, security, applications, profiles, briefs, moderation, introductions, messages, support, credits, purchases, subscriptions, billing, service availability, and legal or policy changes.

28.2 Service communications are not marketing. You may not be able to opt out of communications needed to provide or secure an active account. Marketing requires the separate consent described in our Privacy Policy.

28.3 You must maintain a current email address. A notice sent to your account email is treated as received when it enters the designated email system unless it is returned as undeliverable or applicable law requires another method.

29.1 We may update these Terms to reflect changes in law, services, technology, marketplace operations, or business practices. We will ordinarily provide at least 30 days' notice before a material change takes effect.

29.2 We may make a change sooner where reasonably necessary for legal compliance, security, fraud prevention, safety, or urgent service protection.

29.3 Where appropriate, we may require active acceptance of updated Terms. Otherwise, continued use after the effective date of a notified change constitutes acceptance.

29.4 The version in effect when a purchase, application, Introduction, or dispute occurred may continue to govern that event where required by law or fairness.

30.1 These Terms and the documents expressly incorporated into them form the agreement between you and Unicorn Factory concerning the service. A clearly identified product-specific term shown before purchase applies to that purchase to the extent of any conflict.

30.2 If a provision is invalid or unenforceable, it will be modified only to the minimum extent necessary and the remaining provisions continue. A failure to enforce a provision is not a waiver.

30.3 You may not transfer your account or rights under these Terms without our written consent. We may transfer these Terms as part of a genuine sale, merger, restructuring, or transfer of the Unicorn Factory business, subject to applicable law and privacy obligations.

30.4 These Terms do not create a partnership, employment, agency, fiduciary, or joint-venture relationship between Unicorn Factory and a user.

31.1 Legal entity: Finlayconn Ventures Limited

31.2 Trading name: Unicorn Factory

31.3 New Zealand company number: 5969335

31.4 Address: 5/8 Auld Street, Torbay, Auckland 1025, New Zealand

31.5 Email: community@unicornfactory.nz

31.6 Website: unicornfactory.nz