Last updated: May 8, 2020
TERM & CONDITIONS
These Terms and Conditions (the “Term”) form the Agreement (“Agreement”) you enter into when you engage Payne Creative Services. Please read them through carefully, and get in touch if you have any questions.
The Term will begin on the date of the acceptance of the Quotation (“Quotation”) and will remain in full force and effect until the completion of agreed Services (“Services”), subject to earlier cancellation as provided within the Term. The Term may be extended with written consent of the Parties.
The Term applies to all work provided by: Suzanne Payne
Suzanne Payne trading as Payne Creative Services
“You” is the Client, its employees and agents.
“We”, “Us” and “Our” is the Contractor, Payne Creative Services, its employees and agents.
The Parties agree to do everything necessary to ensure the terms of this Agreement take effect.
All monetary amounts referred to in this Agreement are in NZD (New Zealand Dollars).
QUOATATION & PAYMENT
The Contractor will charge the Client a agreed set fee for the Services (the “Payment”).
The Quotation is valid for 30 days from the submission date and includes two sets of revisions.
A non-refundable deposit of 50% of the total amount quoted is required on approval of the Quotation before work will begin.
Any revisions in addition to this or proofreading outside of that agreed by the Quotation will incur additional fees charged at $60 per hour.
The Client has a maximum of seven days from submission of the first draft to respond with revisions, unless otherwise agreed.
Additional fees, at an hourly rate of $80, will be charged for any additional revisions or proofreading supplied after the seven-day revision period.
The Quotation does not include (unless specifically stated):
Liaison with other agents such as graphic designers or web developers.
Meetings in addition to the initial creative brief.
Additional travel time for onsite meetings.
The Client will be invoiced when the Services are complete, or on a monthly basis if work exceeds this in duration.
Invoices submitted by the Contractor to the Client are due within 30 days of receipt.
In the event that the Services are terminated by the Client prior to their completion, but where Services have been partially performed, the Contractor will be entitled to pro rata payment of the Payment to the date of termination provided that there has been no breach of contract on the part of the Contractor.
If the Contractor terminates the job, the Contractor will invoice for the total stage in progress at the minimum estimated fee.
The payment as stated in these terms do not include GST, or other applicable duties as may be required by law. Any GST and duties required by law will be charged to the Client in addition to the Payment.
If the Contractor engages a third-party organisation to recover the Client’s debt, the Client is responsible for paying the additional costs involved, including any legal expenses.
Payment can be made via bank transfer.
Any additional costs, including but not limited to couriers, other media and travel costs, are payable by the Client and will be itemised separately in the invoice.
Additional meetings can be added to the project at the Client’s request. Face-to-face meetings will be charged at the hourly rate of $85, and will include any necessary travel time and costs.
All expenses must be pre-approved by the Client.
Any amendments to the work as agreed to in the Quotation during execution of the Services will render the Quotation invalid and a new Quotation will be issued.
Additional fees/charges may be applied to cover the time and expenses required to complete any new work.
The new Quotation will need to be approved, and the revised deposit paid, before work can restart.
TIME SCALES & FORCE MAJEURE
The Contractor will endeavour to deliver all work by the agreed deadline. However, circumstances beyond the Contractor’s control – including major illness or family emergencies – may prevent the Contractor from getting work to the Client on time.
The Contractor will inform the Client within two business days if there are any time scale issues.
The Contractor is not responsible for any delivery delay if the delay or failure to supply is caused by matters beyond reasonable control including, without limitation:
Force majeure such as, but not limited to, power failure or equipment failure.
The Client must nominate one primary contact for all revisions and contact throughout the project.
If the Contractor is unable to complete work because the Contractor has not received information from the Client, the Contractor will continue the project at the Contractor’s next opportunity. This may affect the Client’s overall time scale.
If the Client does not communicate with the Contractor for 30 days, the project will be deemed closed and any final amount owing will be billed.
Confidential information (the “Confidential Information”) refers to any data or information relating to the Client, whether the business or personal, which would reasonable be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonable be expected to cause harm to the Client.
The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information, which the Contractor had obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.
If the Contractor has signed a separate confidentiality agreement or Non-Disclosure Agreement with the Client, that agreement takes precedence.
The Client agrees not to disclose any information about the Contractor’s pricing structure or project documents.
The Contractor reserve the right to use the Service projects for the Contractor’s own promotional use unless the Contractor has signed a Non-Disclosure Agreement precluding this.
The Contractor may approach the Client for a testimonial after the project is completed to the Client’s satisfaction, although provision of the testimonial is not obligatory.
The Contractor reserves the right to refer to this project and the Client’s business name, and to the Client’s logo and content for promotional or educational purposes, unless otherwise agreed.
The Contractor retains the intellectual property rights for all work delivered until the Client’s account is settled in full.
Once the Client’s account is settled in full, the Client gains full copyright and intellectual property rights for the work supplied by us.
All intellectual property and relating information and materials including but not limited to any trade secrets, moral rights, goodwill, relevant registrations or applications for registrations and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under this Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client.
CLAIMS AND LIABILITIES
The Contractor endeavours to ensure that work doesn’t infringe on any copyright or other right of a third party.
The Contractor is not liable in any way for any direct, indirect, incidental, special or consequential losses or damages resulting from use of services including but not limited to: loss of data and other intangibles; costs or damages resulting from or related to any services purchased or obtained, or resulting from unauthorised access to, or alteration of the Client’s transmissions or data.
The Client agrees to indemnify and to hold the Contractor harmless against any and all claims, costs, and expenses, including solicitors’ fees, due to materials included in any work undertaken at the Client’s request.
All materials provided by the Client are assumed to be legal and accurate.
The Client is responsible for checking the factual accuracy of the content for this project.
The Contractor works hard to ensure work is free from errors, but does not offer an error-free guarantee. The Client is responsible for final approval.
The Contractor takes no responsibility for the material and how it is used once the Client has approved the final draft.
The Client can make a claim about incorrect performance or breach of these Terms in writing to the Contractor within six months of delivery: any imposed liability shall be limited to resupply of information or services.
These Terms and Conditions constitute the entire Agreement and understanding of the parties, and supersede any previous agreement between Parties. A waiver of a breach of any of the provisions of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions.
These Terms and Conditions shall be governed by New Zealand law.