Our terms
We value an ongoing relationship with you. These Terms are the core basis of that relationship and our commitment to you, to attend to your service requirements diligently, with an efficient, effective and professional service. These Terms of Engagement (“Terms”) apply in respect of all work carried out by us for you, except to the extent that we otherwise agree with you in writing.
Services
The services which we are to provide for you will be outlined in our proposal, statement of work or itemised quotation.
In some instances we may also outline work via email to you.
Client care
We are committed to doing our best to ensure that your needs are met. We will:
- Protect and promote your interests and act for you free from compromising influences or loyalties
- Discuss with you your objectives and how they should best be achieved
- Act competently, in a timely way, and in accordance with instructions received and arrangements made
- If requested, provide you with information about the work to be done and the way the services will be provided
- Protect your privacy and ensure appropriate confidentiality
- Treat you fairly, respectfully and without discrimination
- Keep you informed about the work being done and advise you when it is completed
- Charge you a fee that is fair and reasonable and let you know how and when you will be billed
- Let you know how to make a complaint and deal with any complaint promptly and fairly
The basis of our charges
Unless agreed otherwise our rates are based on the range of factors, including time, expertise, importance, urgency and results achieved. Details of our charges are available at any time. We also charge for administrative disbursements and travel expenses incurred on your behalf. These will be itemised separately, and we will notify you if any fees or disbursements need to be paid for in advance.
Quotations & fees
The fees which we will charge or the manner in which they will be arrived at, are set out in these terms or our subsequent quotation. If the agreement/quotation specifies a fixed fee, we will charge this for the agreed scope of our services. Quotations are based on information provided by the client at the time of quoting work. Any subsequent work which falls outside that scope or changes in the client’s instructions from originally stated requirements may incur extra charges. These charges are based on an hourly rate basis with minimum billable time blocks of 15 minute increments. Any later material supplied to us may also jeopardise any deadline that may have been agreed upon. Where our fees are calculated on an hourly basis, the hourly rates are set out in a quotation/invoice. The differences in those rates reflect the experience and specialisation of our professional staff.
Estimates
Estimates includes design, development, unit testing, deployment and acceptance support. We use our best judgment and experience when making estimates. However, estimates are just estimates. We’ll communicate with you as soon as we are aware that more or less time is required. We will then work with you to understand why the estimate was inaccurate and chart a course of action based on your input and approval. However, all logged hours will be billed accordingly.
Disbursements and expenses
In providing services we may incur disbursements or have to make payments to third parties on your behalf. These will be included in our invoice to you when the expense is incurred. We may require an advance payment for the disbursements or expenses which we will be incurring on your behalf.
Security
We may ask you to pre-pay amounts to us, or to provide security for our fees and expenses.
You authorise us:
- to debit against amounts prepaid by you; and
- deduct from any fees, expenses or disbursements for which we have provided an invoice
Invoicing
You will receive current month invoices and statements before the 6th day of every month, payment is due 14 days later on the 20th. Monthly invoices will be sent (via email) directly to your account contact with a statement following. Fees for larger projects will be split over 3 payments; 33% on kick off, 33% on design approval and 34% prior to go live of the project, or otherwise agreed upon in writing.
For more information about bill payments please visit www.nzdigital.co.nz/bill-payment
Retained services
We will invoice you for digital marketing campaigns monthly, in advance. Third party fees payable to relevant platforms are paid directly to each platform via a credit card which must be set up before the campaign starts. When you sign your contract we load your credit card against your file. You authorise us to use this to pay your monthly subscription, deduct our fees, expenses or any overdue fees. The client will be charged the agreed monthly amount for the subsequent months until the contract is complete. After the initial term, if you would like to cancel your marketing services we require written notice from you based on your contract. Where a contract is not present we require a minimum of 4 weeks notice. If you cancel before the minimum period is complete you agree to pay for the full campaign set-up. All assets created as part of the campaigns remain the property of NZ Digital unless purchased separately. In certain circumstances we allow pausing of marketing retainers. However we advise against this as it may have a negative effect on the campaigns resulting in lost momentum and poor results when you restart. We require 4 weeks written notice of a hold of services, you can pause your retainer for a maximum of 1 month during a 12 month period. We cannot put a retainer on hold within the first 6 months of the contract. If you would like to pause your retainer please speak with your account manager about your options. All retainer hours rollover a maximum of 3 months.
Invoice disputes
We must be notified in writing within 5 calendar days from the date you first received the invoice.
The client shall identify the specific cause of the disagreement and shall pay when due that portion of the invoice, not in dispute.
For any queries on disputed invoices, please send to accounts via email at accounts@nzdigital.co.nz or complete a dispute form www.nzdigital.co.nz/invoice-dispute. Your queries will be redirected back to your account manager for resolution and where required the invoice will be amended for payment.
Overdue invoices
A late payment fee of 10% per month is added on overdue accounts.
Accounts not paid within 90 days will be forwarded to a debt collection agency Baycorp and the account holder will be responsible for paying any administration costs, collection costs and legal fees.
Debt Collection Clause
If at the end of the agreement there is an unsatisfied debt, then the client agrees that the client be liable for and pay for all costs of recovery of the debt, which costs shall be collected by a debt collection agency. Costs payable by the debtor shall include, legal fees, commissions, fees and disbursements, and/ or court filing fees and disbursements.
Change requests acknowledgement
When you engage NZ Digital you are paying for and will be provided professional advice. The advice is based on best practice, our experience and the insights gained from the delivery of hundreds of projects. You have the right as our client to request changes to what we advise. In some instances there maybe potential impacts on;
- Project costs
- Delivery timelines
- Performance & results
- Warranties of the work
Providing feedback work
We utilise a number of tools designed to allow simple and effective feedback, this in turn allows us to provide competitive pricing to you ‘our client’. The decision not to use these tools is yours. We reserve the right to charge additional time if feedback is given outside of these tools.
Logins
NZ Digital will need access to your website, social media profiles and any other relevant platform when carrying out the work agreed. Access will be given in a timely manner by you to cause no hold-ups in production of your campaign. NZ Digital will provide instructions on how to grant access where relevant.
Intellectual property
The client shall retain intellectual property/copyright for all finalised logos, drawings, photographs, designs, artwork, proofs and web sites prepared by NZ Digital Ltd for the work specified in this agreement. The client shall be entitled to use them only for the works and purpose for which they are intended. The client shall have no right to use any of this where any or all of the fees and expenses remain overdue or in default to NZ Digital Ltd. NZ Digital Ltd retain the right to use and promote the results, logos, drawings, photographs, designs, artwork, proofs and edits developed for the client for promotion purposes within their newsletters, website, portfolios and advertising or any other promotional material.
Acceptance of design and ideas
Whether accepted by the client or not, all work done in an experimental manner or to task completion, including any design, mock-ups, visuals and any other ideas shall be considered an order and charged for accordingly. Any concepts not accepted remain the property of NZ Digital Ltd. If work fails to meet your satisfaction, please contact NZ Digital Ltd within 5 working days so the matter can be resolved.
Warranty period
All development work undertaken on a clients behalf comes with a 3 month warranty period. Within this timeframe we will fix any issues or bugs directly related to the work completed. Outside of this period normal rate card fees apply, an estimate can be supplied on request. All project fees must be paid in full, no more than 15 days after the go-live of a project otherwise the warranty becomes void.
Hosting
All projects developed by NZ Digital are deployed to our hosting servers on go-live of the project. Hosting is charged monthly for a minimum term of 12 months. Our hosting plans can be viewed here. If you choose to host your own website we do not offer support for bug fixes in the warranty period nor support the code of the website. We also reserve the right to charge an access fee when we are engaged to complete work on an externally hosted website, this fee covers the additional time spent to set-up and access the external server.
Cancellation of hosting services
Hosting fees are non-refundable and are renewed automatically monthly or yearly. If you would like to cancel your hosting services we require 90 days written notice from you. On request we will supply all website files providing your account with us is up to date. A website hosting transfer charge of $500 + GST will apply. This fee covers preparation and supply of a website deployment package and provision of relevant information to the new website hosting provider. Once you transfer your services to another provider we need written email confirmation from them or you advising us that the transfer is complete. We will not terminate your services prior to this final notification. Please note, if transferred any proprietary code developed by NZ Digital may not be accessible. Cancelling your hosting account removes your website’s files from our servers. Please be sure that you have copies of any files you want to keep before you cancel your account with us.
SSL certificates
All projects developed by NZ Digital have an SSL Certificate loaded at the time of deployment. SSL is security technology for establishing an encrypted link between a web server and a browser. SSL Ensures that all data remains private and integral Information can only be read and understood by the intended parties. These are renewed and applied every 12 months and the fees passed on. SSL costs can be viewed here.
Domain name registrations & renewals
We register and hold domains for our clients. As part of our service to you we renew these on your behalf before the expiry date. You will be invoiced each year for this service. If you would like to cancel your domain name renewal(s) we need to be notified at least 4 weeks before the expiry date. If you would like to transfer your domain services we need written confirmation from you. On receipt of this request we will supply the domain key (UDAI). Please note some charges may apply for domain key supply. Domain name fees are non-refundable. Please note, cancelling your domain may remove your website from being in a ‘live’ state. Please be sure that you have copies of any files you want to keep before you cancel your account with us.
Duplication of website code or file supply
If requested we will supply duplicate code and design of a client built website for the purpose of duplication onto another domain. In this case a 25% fixed percentage of the original project fee is payable on file supply. If you would like a copy of your websites code for any other reason we require your account to be up to date before file supply.
Third party access
We don’t provide third-party access to a websites code or plugins. This is to maintain the security of your website and our hosting infrastructure. We are happy to work with third-party providers and add code or plugins as required. Please note in some instances there may be a charge for this work.
Code updates
When we undertake updates or development work on your website we may need to also update the framework, code and/or plugins to the latest versions. We will advise if this is required, some additional costs may apply. This includes legacy code conflicting with updated code.
Content management system use
Please note that the content management system of your website allows flexibility to manage simple content and image updates. It is not a total solution for updating 100% of the website’s content. Further to this some areas are complex and if updated can cause major issues with the look or performance of your website. Please only update areas you are familiar with and please don’t update the WordPress platform or plugins without prior discussion with us. If an issue arises with your website as a result of content management a charge may apply to revert changes and rectify any problems.
WordPress maintenance
Updates of the WordPress Framework and plugins used within your website are not included in the original website build price. In order to keep your website functioning effectively over time it will need to be updated, NZ Digital contact you annually about updates. Clients should not attempt to make these updates themselves. Doing so can create errors and incur additional costs to fix.
Suspensions & terminations
You may terminate our services at any time, providing 4 week’s notice. We may also terminate our services to you at any time with the same notice period. Any work commissioned by the client, and subsequently cancelled or suspended for more than 90 working days, NZ Digital Ltd will be entitled to payment in full for the portion of work completed up to the date of termination and all expenses incurred up to that date.
Stopping & restarting a project
If a project is left stagnant by the client and NZ Digital has not been able to do work on the project for a period of 8 weeks or more, this will incur extra charges to pick up the project again once the client is ready. This charge is to recap where the job was left and re-brief the team.
Retention of files and documents
You authorise us (without further reference to you) to destroy all files and documents for this matter (other than any documents that we hold in safe custody for you) 1 month after our engagement ends, or earlier if we have converted those files and documents to an electronic format and supplied to you.
Confidentiality
We will hold in confidence all information concerning you or your affairs that we acquire during the course of acting for you. We will not disclose any of this information to any other persons except within our agency, to the people who are providing services for you.
Complaints
We maintain a procedure for handling any complaints by clients, designed to ensure that a complaint is dealt with promptly and fairly. If you have a complaint about our services or charges, you may refer your complaint to the person in our agency who has overall responsibility for your work. If you do not wish to refer your complaint to that person, or you are not satisfied with that person’s response to your complaint, you may refer your complaint to any other partner.
Indemnity
The parties agree to indemnify the other party and each of its officers, employees and agents against any loss, damage, claim, action or expense (including legal expense) which the indemnified party suffers as a result of any of the following:
- a breach of this Agreement by the indemnifying party;
- inaccuracy of any materials or information supplied by the indemnifying party; and an infringement of any right of any third party (including any intellectual property rights) or any laws by use of any materials or information supplied by the indemnifying party
Any dispute will in the first instance be referred to mediation for resolution. In the event that resolution by mediation is not achieved to the satisfaction of both parties within 30 days of referral to mediation, either party may then take legal action to resolve the dispute. Nothing in this clause prevents us from taking legal action to enforce payment of any debt due, nor where required to seek interlocutory or injunctive relief.
If any provision of these terms is invalid, void or illegal or unenforceable the validity existence, legality and enforceability of the remaining provisions will not be affected, prejudiced or impaired. Failure by us to enforce any of these terms will not be deemed to be a waiver of any of our rights or obligations under these terms.
If you are not happy with the terms of engagement
You will let us know if any of these terms are unclear or you would like to alter the terms in any way. If your request is reasonable we will redraft them to ensure you are happy.
