Terms and Conditions

1. About Unicorn Factory

1.1 Unicorn Factory is an online marketplace directory designed to connect New Zealand businesses with freelance professionals. Our role is strictly limited to providing a discovery platform where freelancers can present their skills and clients can evaluate potential collaborators. We do not act as an employer, employment agency, recruiter, or contracting party.

1.2 We do not facilitate, negotiate, or participate in contracts between clients and freelancers. We do not provide payment processing, escrow, or financial intermediation. We are not an employer, joint employer, or agent of any freelancer or client. We do not supervise, monitor, or control the manner in which freelancers perform their work. We do not set pricing, determine contract terms, or provide contract management services. All contractual arrangements, negotiations, payments, and working relationships are the sole responsibility of the parties involved.

1.3 Freelancers listed on Unicorn Factory operate as independent businesses. They determine their own pricing and terms, control their own work methods, provide their own equipment and tools, and may engage with multiple clients simultaneously. Each freelancer is responsible for compliance with tax obligations, business registration, insurance requirements, professional licensing, and all applicable laws and regulations.

1.4 While Unicorn Factory aims to provide a professional, reliable, and accessible platform, we do not guarantee that a client will find a suitable freelancer, that a freelancer will secure work, or that any specific project results will be achieved. Users are solely responsible for assessing suitability, verifying credentials, and managing contractual performance.

2. Eligibility and User Requirements

2.1 You must be at least 18 years old and have the legal capacity to enter into binding agreements.

2.2 You must provide accurate, current, and complete information in your profile and maintain its accuracy throughout your use of the platform.

2.3 You must comply with all applicable New Zealand laws, including but not limited to the Fair Trading Act 1986, Privacy Act 2020, Human Rights Act 1993, and any relevant professional or industry regulations.

2.4 Freelancers must ensure they have appropriate business registrations, tax numbers, and professional licenses as required by law for their services.

3. How Our Platform Works

3.1 For Clients: Browse freelancer profiles and view portfolios, experience, and contact information. Contact freelancers directly using provided contact details or our initial contact facilitation. All negotiations, contract terms, project scope, pricing, timelines, and payments must be arranged directly with freelancers outside our platform. Conduct your own due diligence regarding freelancer qualifications, references, and suitability.

3.2 For Freelancers: Create comprehensive profiles showcasing your skills, experience, portfolio, and contact information. Receive inquiries from potential clients through our contact facilitation system. All contract negotiations, work arrangements, project delivery, and payment collection must be handled directly with clients outside our platform. Maintain current business registrations, professional licensing, insurance coverage, and tax compliance as required by law.

4. Platform Fees and Services

4.1 We may charge fees for premium profile listings, enhanced visibility, or additional platform features. All fees are clearly disclosed before purchase.

4.2 Our platform may facilitate initial contact between clients and freelancers through contact forms or messaging systems, but we do not process any business payments, provide escrow services, or handle financial transactions between users.

4.3 All payment arrangements, invoicing, and financial transactions must be conducted directly between clients and freelancers outside our platform. We are not responsible for payment disputes, non-payment issues, or contract performance.

4.4 Directory service fees are generally non-refundable except as required by New Zealand consumer protection laws or at our sole discretion following proper assessment.

5. User Responsibilities and Conduct

5.1 All users must provide accurate, truthful, and current information in profiles and communications. Comply with all applicable New Zealand laws and regulations. Respect intellectual property rights of others. Maintain professional conduct and respectful communication. Protect account security and login credentials from unauthorized use. Report violations of these Terms or suspicious activity to us promptly.

5.2 Prohibited activities include creating false, misleading, or fraudulent profiles or representations. Harassment, discrimination, defamation, or abusive behavior toward other users. Attempting to bypass platform fees or contact systems through alternative arrangements. Posting inappropriate, offensive, defamatory, or illegal content. Engaging in spam, unsolicited marketing, or mass communications. Attempting to compromise platform security or accessing unauthorized areas. Violating consumer protection laws, employment regulations, or professional standards.

5.3 Freelancers must comply with all relevant professional licensing requirements, industry standards, and ethical obligations applicable to their services. This includes but is not limited to accounting standards, legal practice requirements, health and safety regulations, and trade certification requirements.

5.4 Users are solely responsible for ensuring they have appropriate rights to all content they upload, including portfolio items, testimonials, images, and written descriptions.

6. Content and Intellectual Property

6.1 You retain ownership of all content you post but grant us a non-exclusive, royalty-free license to display, distribute, and modify such content as necessary to operate our platform services.

6.2 Unicorn Factory owns all rights to our platform design, functionality, trademarks, proprietary technology, and related intellectual property.

6.3 All user-generated content must be accurate, lawful, and appropriate. We reserve the right to review, modify, or remove content that violates these Terms, applicable laws, or community standards.

6.4 We respond to valid intellectual property infringement claims. Report violations to community@unicornfactory.nz with detailed information supporting your claim.

6.5 Users are responsible for maintaining backup copies of their content. We do not guarantee content preservation or recovery.

7. Privacy and Data Protection

7.1 Our collection, use, storage, and protection of personal information is governed by our separate Privacy Policy, which complies with the Privacy Act 2020 and is incorporated into these Terms by reference.

7.2 Under the Privacy Act 2020, you have rights to access, correct, and request deletion of your personal information. Contact community@unicornfactory.nz to exercise these rights.

7.3 Client inquiry information may be shared with relevant freelancers to facilitate initial contact. We do not sell personal data to third parties for marketing purposes.

7.4 We implement reasonable technical and organizational measures to protect personal data, but cannot guarantee absolute security against all potential threats.

7.5 We will notify affected users of any material data breaches as required by the Privacy Act 2020 and other applicable laws.

7.6 We retain personal data only as long as necessary to provide our services, comply with legal obligations, or as specified in our Privacy Policy.

8. Consumer Protection and Accessibility

8.1 Nothing in these Terms excludes, restricts, or modifies any rights you may have under the Consumer Guarantees Act 1993, Fair Trading Act 1986, or other consumer protection legislation. Where these Terms conflict with your consumer rights, your statutory rights prevail.

8.2 We strive to make our platform accessible to users with disabilities in accordance with the Human Rights Act 1993 and web accessibility standards. If you encounter accessibility barriers, please contact community@unicornfactory.nz.

8.3 If any provision of these Terms is deemed unfair or unenforceable under consumer protection laws, that provision will be modified only to the minimum extent necessary to comply with applicable law.

8.4 We maintain a fair and accessible complaints process. Consumer complaints may also be directed to the Commerce Commission or other relevant regulatory bodies.

9. Disclaimers and Limitation of Liability

9.1 We operate as a discovery directory service only and make no representations about the accuracy, reliability, or quality of freelancer profiles or client requirements. We do not guarantee freelancer qualifications, work quality, availability, professional competence, or business legitimacy. We do not guarantee client payment ability, project legitimacy, or business practices. We do not verify credentials, conduct background checks, or validate professional licenses beyond basic profile review. We are not responsible for any work performed, contracts made, or business relationships formed through our platform.

9.2 Our platform is provided "as is" and "as available." We may experience technical difficulties, planned maintenance, or service interruptions. Platform features may change, be discontinued, or temporarily unavailable without notice.

9.3 To the maximum extent permitted by New Zealand law, our total liability for any claim is limited to the fees you paid us in the 12 months immediately preceding the claim, with a minimum liability of $100. We are not liable for any indirect, consequential, special, incidental, or punitive damages, including but not limited to loss of profits, business interruption, or reputational damage. This limitation of liability does not apply to liability that cannot be excluded by law, including liability for fraud, willful misconduct, gross negligence, or violations of consumer protection legislation. We are not liable for disputes between users, contract performance issues, payment problems, or any business relationships formed through our platform.

10. Dispute Resolution

10.1 All disputes between clients and freelancers regarding contracts, payments, work quality, or business matters are solely between those parties. As a discovery platform only, we have no role in mediating or resolving such disputes.

10.2 For disputes involving Unicorn Factory's services, first contact us at community@unicornfactory.nz to attempt informal resolution. If unresolved after 30 days of good faith negotiations, disputes may be referred to mediation through a mutually agreed mediator. As a last resort, disputes will be resolved through binding arbitration or New Zealand courts at our discretion.

10.3 These Terms are governed by New Zealand law and subject to the exclusive jurisdiction of New Zealand courts.

10.4 To the extent permitted by law, you agree to resolve disputes individually and waive rights to participate in class action lawsuits.

11. Account Management and Termination

11.1 You may close your account at any time by ceasing use of the platform or contacting community@unicornfactory.nz. Account closure does not automatically delete your data.

11.2 We may suspend or terminate accounts for material breach of these Terms, illegal activity or misconduct, fraud or misrepresentation, prolonged account inactivity (after reasonable notice), or at our discretion for business or legal reasons.

11.3 Where we exercise discretionary termination rights, we will provide reasonable advance notice unless immediate termination is required for legal compliance, security, or safety reasons.

11.4 Upon account termination, your right to use the platform ceases immediately, but accrued financial obligations remain enforceable. We may retain data as required by law, business purposes, or as specified in our Privacy Policy.

11.5 Before account closure, you may request export of your profile data in a commonly readable format, subject to technical feasibility.

12. Changes to Terms of Service

12.1 We may update these Terms periodically to reflect changes in law, platform features, business practices, or regulatory requirements.

12.2 We will provide at least 30 days' advance notice of material changes via email notification or prominent platform posting.

12.3 Continued use of the platform after changes take effect constitutes acceptance. If you disagree with modified Terms, you must cease using the platform.

12.4 We maintain records of previous Terms versions. Current Terms supersede all previous versions.

13. Notices and Communications

13.1 All formal notices, complaints, and legal communications must be sent to community@unicornfactory.nz.

13.2 Notices sent by email are deemed delivered unless bounced or rejected within 24 hours of transmission.

13.3 We acknowledge complaints within five (5) business days and aim to provide substantive responses within fifteen (15) business days.

13.4 Users must maintain current and accurate contact information to receive important platform communications.

13.5 For matters requiring postal delivery: Finlayconn Ventures Limited, 5/8 Auld Street, Torbay, Auckland 1025, New Zealand.

13.6 Unresolved complaints may be escalated to relevant regulatory bodies including the Commerce Commission, Privacy Commissioner, or Human Rights Commission.

14. General Provisions

14.1 If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions continue in full force and effect. Invalid provisions will be modified minimally to achieve enforceability where possible.

14.2 These Terms, together with our Privacy Policy, constitute the complete agreement between you and Unicorn Factory, superseding all previous agreements or understandings.

14.3 We may assign or transfer these Terms and our rights and obligations. Users may not assign their rights or obligations without our prior written consent.

14.4 We are not liable for delays or failures in performance due to circumstances beyond our reasonable control, including natural disasters, government actions, internet disruptions, or other unforeseeable events.

14.5 Our failure to enforce any provision does not constitute a waiver of that provision or any other rights.

14.6 These Terms do not create any partnership, joint venture, employment, or agency relationship between users and Unicorn Factory.

15. Company Information and Contact Details

15.1 Legal Entity: Finlayconn Ventures Limited

15.2 New Zealand Company Number: 5969335

15.3 Trading Name: Unicorn Factory

15.4 Business Classification: Business consultancy services

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

15.6 Primary Contact: community@unicornfactory.nz

15.7 Website: unicornfactory.nz

By using Unicorn Factory, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. These Terms are subject to New Zealand consumer protection laws, and nothing herein limits your statutory rights as a consumer.

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