Terms of Engagement
Any work undertaken by NZ Digital Ltd will be subject to the following terms and conditions.
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.
The services which we are to provide for you will be outlined in our proposal, Statement of work or itemised quotation.
We are committed to doing our best to ensure that your needs are met.
- 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.
- 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.
We value an ongoing relationship with you. These Terms are the core basis of our relationship and our commitment to you to attend to your service requirements diligently, with an efficient, effective and professional service.
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.
Payment of invoices is due within 14 days from date of issue.
Interest will be chargeable on overdue accounts at the rate of 2.5% per month together with an Admin Fee of $10.00 + GST per month.
For payment by Direct Credit:
Account Number: 02 0644 0180203 000
Reference: (Invoice Number)
All work completed is subject to our Terms listed on this page.
NZ digital will need access to your website, social media profiles and any other relevant platform when carrying out the work agreed in the proposal / quotation you receive. 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.
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.
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 will retain the right to use all logos, drawings, photographs, designs, artwork, proofs and edits developed for the client for promotion purposes within their newsletters, web sites, and portfolios, or any other promotional material.
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.
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.
Invoices & Payment
Hosting requires a monthly fixed fee is paid. This will be billed monthly. If you have requested to be billed annually, no refund is given if you cancel within the 12 month billed period.
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 4 weeks 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 $250 +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.
If 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, cancelling your hosting account removes your website’s files from our servers. Be sure that you have copies of any files you want to keep before you cancel your account with us.
Domain Name Registrations & Renewals
We register and hold domains on our clients behalf. 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. If you would like to halt this service we need to be notified at least 4 weeks before the expiry date.
If you would like to cancel 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. Be sure that you have copies of any files you want to keep before you cancel your account with us.
Design and Development Invoices & Payments
Fees for new design and builds will be split over 3 payments. 30% on kick off, 30% on design approval and 40% prior to go live of the website, or otherwise agreed upon in writing.
In some instances when we undertake updates or development work on your website we 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.
Updates of the WordPress Framework and plugins used within your website are not included in the original website build price.
In order to keep websites functioning effectively over time, NZ Digital will be in contact offering annual updates. If you require these to be updated the work will be charged out as an hourly rate depending on your requirements.
Clients should not attempt to make these updates themselves. Doing so can create errors and incur additional costs to fix.
Invoices & Payment
We will invoice you for the fees for any 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.
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 material that must be unexpectedly collected or created at our expense in order to complete the work may incur extra charges at the current rate. 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 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.
GST (if any)
Is payable by you on our fees.
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 this invoice, please contact Fiona Browne via email at email@example.com or call 022 350 9303.
We reserve the right to halt all services including hosting of your website until payment is made. If you are unable to make payment for any reason, please contact us as soon as possible to discuss.
Interest will be chargeable on overdue accounts at the rate of 2.5% per month together with an Admin Fee of $10.00 + GST per month.
Accounts not paid within 90 days will be forwarded to a debt collection agency and the account holder will be responsible for paying any administration costs, collection costs and legal fees.
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.
We hold the right to add a 10% service fee for all third party expenses that we manage and pay on your behalf. This includes print, digital advertising and social media advertising placement. This service fee is based on the amount paid to the third party.
Although you may expect to be reimbursed by a third party for our fees and expenses, and although our invoices may at your request or with your approval be directed to a third party, nevertheless you remain responsible for payment to us if the third party fails to pay us.
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 person except:
to debit against amounts prepaid by you; and
deduct from any fees, expenses or disbursements for which we have provided an invoice.
Confidential information concerning you will as far as practicable be made available only to those within our agency, who are providing services for you.
We will of course, not disclose to you confidential information which we have in relation to any other client.
Suspensions & Terminations
You may terminate our services at any time, providing 4 weeks notice. We may also terminate our services to you at any time. Any work commissioned by the client, and subsequently cancelled or suspended for more than 30 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.
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 job 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.
Except as otherwise provided for, we will not be liable for any loss or damage of any kind whatsoever, arising from the supply of the Services rendered by us to you, including:
- Consequential loss whether suffered or incurred by you or another person; and
- Whether in contract or tort (including negligence) or otherwise; and
- Irrespective of whether such loss or damage arises directly or indirectly from the services provided by us to you.
You will indemnify us against all claims and loss of any kind whatsoever, however caused, or arising and without limiting the generality of the foregoing of this clause, whether caused or arising as a result of our negligence or otherwise, brought by any person in connection with any matter, act, omission, or error by us, our agents or our employees in connection with the Services rendered.
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.