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Terms and conditions

Acceptance:

A Client doesn’t need to have signed an acceptance of these Terms and Conditions for them to apply. By accepting a quotation or making a payment of invoice, the Client acknowledges having read, understood and accepted these Terms and Conditions in full and agrees to be legally binding by these Terms and Conditions. If a Client is using the Services on behalf of an organisation, they are agreeing to these Terms for that organisation and committing to the Vendor that they have the authority to bind that organisation to these terms and conditions. Should the Client end their affiliation with their organisation, the organisation is legally bound, pursuant to the Vendor’s terms and conditions.

Price and payment terms:

Client agrees to pay Vendor the amount(s) set out in the Statement of Work and agrees that payment is due on receipt of the invoice. Reimbursable items (e.g. stock imagery, website plugins, font licenses etc.) will be pre-approved by the Client and are due upon receipt of the invoice. 

For each project SOW, there will be one or more payment milestones that will occur at various stages or points during the timeline of the project. For each payment milestone, payment is due as set out per the SOW, which will be invoiced when the payment milestone is reached, with payment by the Client on that invoice due immediately.

The Vendor reserves the right not to commence any work or hold a kickoff meeting until the first invoice has been paid in full. Final payment for the relevant phase is due prior to the release of materials or launch of the website. If any payment is outstanding, the Client accepts that all work, including the supply of any deliverables, will cease or be taken down until the account is settled or a satisfactory agreement is in place with the Vendor. It shall then be deemed an extension of the estimated timeline for completion and shall not be deemed a delay in the project completion for which the Vendor shall be held responsible.

Any costs for print production must be paid in advance of a job going to print and must be settled before the print delivery date. Print jobs will only be dispatched when payment is settled in full. The Vendor cannot be held responsible for delays caused by waiting for funds to clear.

The Vendor is entitled to receive all costs from the Client, including solicitor or debt collection agency fees incurred in collecting payment under this Agreement. The Client agrees that any project work that is out of the scope of their initial quotation will require additional work. As such, the Client will be charged a proposed fixed fee or Vendor’s standard hourly rate of $220 per hour.

The Vendor reserves the right to correct any typographical or clerical errors contained in the prices or specifications.

Late payments:

The Vendor’s invoices are due and payable upon receipt. If the Client does not pay an invoice within 30 days of receipt, interest will be charged on the outstanding balance at the monthly rate of 5%, compounded monthly, until the full amount is paid.

Debt collection proceedings will be initiated if no agreement can be reached about invoices that are 60 days overdue.

Any costs incurred by the Vendor for late payments, including, but not limited to, debt collection and/or court costs to recover outstanding amounts, will be paid by the Client.

Non-payment:

The Vendor shall, without any liability, have the right by notice to suspend or cancel in whole or in part any Statement of Work/supply of services and provision of said services to the Client if the Client fails to pay any money owing after the due date or the Client goes into liquidation, receivership, insolvency, bankruptcy, or no longer carries on business, or threatens to cease carrying on business. 

If an invoice remains unpaid for 30 days from the date of invoice, the Vendor shall be considered entitled to remove the Client’s material from any and all computer systems unless a satisfactory agreement is in place with the Vendor. The Vendor is not responsible for any data loss incurred due to the removal of the service. Termination of the Statement of Work/Services provided and/or removal of such materials does not relieve the Client of its obligation to pay the due amount. The Vendor also reserves the right to set off and deduct any of such invoiced amount from any money that may be held in the Vendor’s account to the Client’s credit.

In extreme cases of continued non-payment, the Vendor reserves the right to engage their collections agency to obtain outstanding funds and suspend any web hosting service if relevant. In such cases, the Client is responsible for any associated collection costs.

Rush fees:

If the Client requires a project completed urgently, the Vendor may offer special “rush rates” where the Vendor, at their discretion, can re-allocate resources and adjust the production schedule so the Client’s project will be moved to the front of the line, started as soon as possible, and be made a high priority task. The Client will be charged an additional 50% of the total for the project. The Client will be notified in advance of work commencing, should a rush fee apply.

Non-refundable services:

Client acknowledges that this a non-revocable services contract and that Vendor may commence services immediately upon receiving a duly executed Statement of Work or upon payment of invoice.

The Client agrees that any payments made to the Vendor are non-refundable. However, the Vendor may refund any amounts in full, or in part, at their sole discretion.

If the Client’s company for whom the design was performed should close, change its name, or undergo other alterations rendering a design ill-fitting, the Vendor cannot issue a refund. If the previously created design requires updating to the revised name, additional fees will be incurred, and an addendum or Statement of Work will be issued.

Invoice disputes:

The Vendor must be notified in writing within 5 business days from the date the Client 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.

The Vendor reserves the right to halt all services including hosting of the Client’s website until payment is made. 

In the case where payment is being disputed or a project is cancelled, the Vendor reserves the right to withhold materials or the launch of a website until the matter has been settled.

Expenses:

The Client shall reimburse the Vendor for all reasonable expenses arising from this assignment, including the payment of any government fees due to this assignment. Expenses greater than $250 must be approved by the Client in writing, including Client-requested travel.

Licensing and additional services:

The Vendor may be required to purchase fonts, software or licensing to be able to execute the Client’s project. 

Unless otherwise specified, this scope of work and cost does not include costs involving but not limited to, third-party licensing, working with a third party, data entry, hosting, font licenses, plugin or extension subscriptions, proofreading, copywriting or copy advice, stock photography sourcing and/or licensing, media conversion, original photography, image retouching and manipulation, illustration, printing, video production, etc. 

The investment in these items may not be transferable, should the Client wish to gain a supply of these licenses for their in-house use. The terms of use will be individual to the supplier and the licence will be concerning the Vendor’s use. It’s important that if the Client does receive copies of fonts and other licensed items the licence terms continue to be met for the purpose they’re asking for these to be supplied or that the Client purchases additional licences as required. 

Licensing fonts, images, plugins, extensions and other resources is the responsibility of the Client.

When any stock images or commercial fonts are purchased on Client’s behalf, Vendor will be the license holder and the image or font can only be used under the terms of the license/s.

All licences will continue to be renewed unless advised otherwise in advance to ensure continuity in service is provided. This includes but isn’t limited to domains, software and subscriptions purchased on the Client’s behalf. It is the Client’s responsibility to advise the Vendor in advance of any planned changes as subscriptions and licences are not refundable. 

Currency:

Unless otherwise agreed in writing, prices are estimated and quoted in United States dollars.

Working hours:

The Vendor adheres to standard business hours (Monday – Friday, 9am to 5pm). Client requests staffing and access to Vendor’s team members outside of reasonable business hours is not included in this scope of work. The Vendor is closed on all public holidays and 2-4 weeks over the Christmas and New Year break.

Point of contact:

It is understood that the Client must delegate a single individual as a primary contact to aid Vendor with progressing the project in a satisfactory and streamlined manner. That person will be responsible for complying with Vendor’s obligations as set out in this clause, including obtaining approvals. The primary contact shall have full authority to make decisions, proofread, give revisions and provide approvals on behalf of the Client. The Vendor is entitled to rely on instructions and approvals given by that person and is not required to make further inquiries at any time. 

If there are multiple decision-makers within the Client’s organisation, it is the responsibility of the Client’s primary contact to consolidate any revisions, feedback, or information provided by multiple decision-makers within the Client’s organisation. The primary contact must ensure that all relevant feedback is compiled and communicated to the Vendor in a timely and organised manner. The Vendor is not responsible for consolidating or reconciling conflicting feedback or information from multiple decision-makers within the Client’s organisation.

In the event a point of contact changes during a project, Vendor reserves the right to re-estimate the project. Though additional persons may be included in correspondence throughout the project, the primary point of contact must be included in all key correspondences related to project updates, deliverables, revisions, approvals, and deadlines. Any person with decision-making power on the Client team must be present for the Kickoff meeting.

Vendor’s communication with Client’s third parties: 

The Client acknowledges and agrees that throughout the project, the Vendor will communicate exclusively with the Client’s [primary contact regarding all matters related to the project and the Vendor shall not engage in direct communication with any of the Client’s third parties, including but not limited to the Client’s partners, affiliates, suppliers, vendors, or any other external entities. The Client agrees to take responsibility for coordinating and relaying all necessary information between the Vendor and the Client’s involved third parties, ensuring a clear and cohesive line of communication. This stipulation aims to safeguard the quality and productivity of the project, as well as to protect the Vendor’s valuable time and resources from being expended on discussions with external parties. In the event that the involvement of a Client’s third party becomes essential for specific aspects of the project, the Client shall incur additional costs and an addendum may be issued.

Assignment and delegation:

The Client may not assign or otherwise transfer their rights or obligations under this agreement without the prior written consent of the Vendor, which consent may be withheld in the Vendor’s sole and absolute discretion. This applies to all assignments of rights, whether they are voluntary or involuntary, by merger, consolidation, dissolution, operation of law or any other manner. Any change of control transaction is deemed an assignment hereunder. 

If the ownership or effective control of the Vendor’s project is transferred, where such transfer adversely affects the Vendor’s ability to perform its obligations under this agreement, Vendor may terminate this assignment by providing not less than seven (7) days written notice to the Client.

The Vendor may assign any of its rights to or delegate any of its duties under this Agreement to another party at any time. Any attempted assignment or delegation in violation of this provision is void. As used in this provision, “assignment” and “delegation” means any sale, gift, pledge, hypothecation, encumbrance, or other transfer of all or any portion of the rights, obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs.

Project management:

The Client agrees and understands that the project will be run according to the Vendor’s project management processes, content gathering, revision tools and communication methods. Should the Client not abide by Venor’s standard processes, additional charges may incur.

Project communications:

Both parties understand that the Vendor will communicate primarily through email, MarkUp, and video and phone meetings. A significant increase in the number of video calls, emails, phone calls or communication may require an adjustment to the total project cost for the unpredicted amount of additional time required.

The Client understands and agrees that they must not bombard Vendor’s email account with single requests, or pieces of information as they come to mind. It is agreed that the Client must be considered and efficient when providing information and communicating any questions to Vendor’s team.

Meetings:

Unless stated otherwise, meetings will be held via a video call. Kickoff meetings are included within the project scope. Should any additional meeting be requested or special presentations required, this may incur additional charges. Travel time is not included in the fees as the Vendor’s office is the preferred location as it is appropriately set up for meetings and presentations. Additional fees may apply if the Client requires meetings at their office or any other location.

Verbal instructions:

The Client is urged to issue all instructions in writing and to confirm telephone instructions by email. The Vendor will use its best endeavours to follow instructions given verbally but shall accept no responsibility or liability for work carried out on this basis. Requests for changes to text must be made in writing. The Vendor cannot guarantee that textual changes requested orally will be implemented.

Scope of work:

No conditions included in Client’s enquiry and/or communications with the Vendor shall necessarily be of any effect. The scope of the project is detailed within the Statement of Work. 

The fees outlined in this Statement of Work have been estimated based on the Vendor’s current knowledge of the project and upon what we anticipate the creative, time and production requirements to be based on previous experience and typical processes, plus Client cooperation in the provision of content, meeting deadlines and approval. If the Client has not divulged certain information or project specifications to the Vendor, these will not be part of the scope of work.

It is the Client’s responsibility to ensure that the Statement of Work has all expected requirements and specifications for the project detailed within the scope of work.

Addendums:

In the event that changes to the project are required during the performance of the Statement of Work that result in an adjustment to scope and/or timelines for the performance of services, the Vendor will notify the Client, and an addendum may need to be issued and signed.  An addendum may be required in circumstances including but not limited to:

(a) Delays caused by the Client;
(b) The Client requests additional work after approval or completion of a phase;
(c) The Client chooses to purchase additional Services;
(d) Additional third-party costs are incurred;
(e) Expedited delivery is requested;
(f) Vendor requires an extension for delivery of deliverables;
(g) Additional pages, design elements or functionality are required;
(h) Further details being learnt and/or revealed by the Client;
(i) Rounds of revision outside the allocated rounds of revision detailed in the SOW;
(j) Additional design concepts are required to those detailed in the SOW;
(k) Content or requests not being supplied together as a concise set;
(l) Human errors contained in prices or specifications;
(m) Additional project management time is needed;
(n) Where the Client requests changes to the final work product; or
(o) Other circumstances outside Vendor’s control.

In the event that Client requests or instructs changes amounting to a substantial revision of the Statement of Work, Vendor will be entitled to submit a new and separate Statement of Work to Client for approval. No additional performance by Vendor will be required until a new Statement of Work is duly executed and received by Vendor. Any delay in the Vendor’s rendering of the Work Product caused by a result of these changes to the Statement of Work will not constitute a breach of this Agreement.

Project timelines:

The Vendor endeavours to deliver the project within the estimated timelines provided. However, the project timeline is understood by the parties to be intended as an estimate. The timeline specified by the Vendor for the delivery of the services is not to be the essence of the Statement of work. The Vendor will not in any circumstances be liable for or liable to pay compensation to the Client or any third party for late delivery or late completion, howsoever caused. Estimated project duration should be deemed to be from the date that cleared funds are received by the Vendor for the initial invoice payment or by the date confirmed in writing by the Vendor. 

The Vendor cannot always guarantee to start work immediately on a project but will commence work as soon as the production schedule allows. 

Upon it becoming reasonably apparent that the project’s progress is delayed, the Vendor shall be entitled to give notice of the delay to the Client, stating the cause and, where reasonably practicable, the extent of the delay. Where the delay is due to circumstances beyond the Vendor’s control, the Client shall forthwith grant the Vendor a full and reasonable extension of time for completion of the project. Late delivery of the project does not permit the Client to withhold payment or cancel the project, either entirely or in part.

The timeline is dependent on immediate and consolidated feedback from the Client on all design and development deliverables. 

The Client agrees to abide by the project timeline set, to review the project timeline and adhere to the dates for Deliverables on its part. If revisions, review of documents,  supply of content or information, testing activities, or participation in meetings are delayed, the project timeline may also be significantly delayed. Delays by the Client are subject to additional extensions of the project Timeline and may incur additional fees and an addendum to be issued.

Revisions:

A revision is considered a group of minor refinements (e.g. small adjustments to colour, typeface, text, placement of items, style, and layout) applied to a concept or deliverable simultaneously. The Client is entitled to the number of rounds of revisions and refinement to any deliverables as detailed in the Statement of Work. If the number of revision rounds has not been specified, the Client is entitled to one round of revision. 

The Client must provide clear, concise and actionable revisions within the feedback software link supplied by the Vendor within 1-3 business days from the date the presented work was sent for revisions. Once all revision comments have been made within the feedback software, the Client must promptly notify the Vendor via email that the revision process has been completed, allowing them to proceed with the project’s next steps accordingly. A revision guide will be supplied to the Client to help provide a clear understanding of the revision process and requirements.

The Client understands that the revision and refinement process consists of minor alterations to the existing design. Any revision and refinement must not be such that: a) the nature of the deliverables would be changed; or b) would be inconsistent with the original quote; or c) significantly change the design; or d) would require a completely new concept to be produced; or e) requires additional pages, templates, elements or functionality; or f) needs extensive changes to copy; or g) it exceeds the maximum limit of comments or change requests; or h) would increase the scope of work agreed to by White Rabbit for the project. If the revisions and refinements required by the Client do not meet the quoted instructions, additional charges may be incurred by the Client. The Vendor has the right to refuse additional rounds of revision.

Revisions must be added via the link provided to Vendor’s software feedback too. Revisions over email, phone, video call, or any other document or method provided by Client may not be accepted. If the Client requests to adjust Vendor’s standard revision process to go over revisions instead of using the supplied tools, the Vendor will consider the Client’s request and, at their discretion, may accept. However, the Vendor reserves the right to charge an additional fee based on the unanticipated additional planning, time and resources required for this change in standard, more time-efficient processes. An addendum may also need to be issued.

In the unlikely event that the Client is not satisfied with the presented work and does not wish to be charged for additional concepts or revisions, the project’s Statement of Work may be cancelled, and the Client will pay Vendor in full for all of the work that has been produced until that point, the Kill fee, and any additional costs owing.

Excessive comments/change requests:

While the Vendor values open communication and is committed to delivering exceptional results, the Client agrees that there will be a maximum limit to the number of comments per round of revisions. This measure is put in place to maintain project scope, budgets, and timelines and ensure efficient workflow.

For branding projects, illustration projects, packaging projects and website, digital or print projects of 20 pages or less, each round of revision allows for a maximum of 30 comments or change requests (the average project of this scale with White Rabbit typically has under 7 comments). For more extensive projects, such as multipage booklets or slide decks and website builds consisting of 20 or more pages, the maximum number of comments or change requests per round of revision is set at 60  (the average project of this scale with White Rabbit typically has under 22 comments). This higher cap allows for the intricacies and complexities of large-scale projects.

The Vendor’s willingness to accommodate additional comments per round of revisions beyond the specified limits shall be at its sole discretion. While the Vendor understands the significance of refining and perfecting the final product, there must be a balance between delivering a high-quality output and adhering to project scope and timelines.

In cases where the Client exceeds the maximum limit of comments allowed per round of revision, the Vendor reserves the right to consider the project scope altered, and additional fees and adjustments to the project timeline may apply. An addendum may also be issued.

Design variant:

A design variant refers to an adaption of work based on the original design concept. It involves making minor modifications only to elements such as tweaking the colour scheme, adding/removing objects and accessories, creating alternate moods, or making minor adjustments to the design’s size, orientation, or proportions while retaining the overall visual composition and intent of the original design. In the event that the Client desires alterations to the original design that go beyond minor modifications, the Vendor is required to undertake additional work. Therefore additional fees may incur, and an addendum may need to be issued.

Phase approvals:

The project phases included in this agreement build on each other. Once a phase is approved and we move on to the next phase, any requests to reopen and change a previously approved phase may require an addendum to be issued with adjustments to both the budget and timeline.

Illustration design approval and project progression:

For illustration design projects such as spot or hero illustrations, icons, infographics, patterns characters/mascots and 3D renders, the Vendor may require that a sketch, simple outline, or rough concept version is approved by the Client before progressing with colourising, adding more details or refining the artwork into a more finalised design. Any revisions such as adding, removing or repositioning of objects/characters, or changes to the composition must be provided by the Client at this stage. Upon approval of the rough concept design by the Client, further design work will commence to create a more polished and colourised version. Only minor modifications, such as adding or removing some details or adjusting colours, may be made to the illustration beyond this point. Any revisions beyond these minor modifications may incur additional fees, and an addendum may need to be issued.

Social media plans:

The Client acknowledges and agrees that for the successful execution of the social media plan, they shall provide all necessary content required for the upcoming month in a timely manner. Such content includes but is not limited to ideas, copy, topics, themes, hashtags, images, and any brand assets as specified by the Vendor. All content must be submitted on time, as specified by the Vendor, to ensure the seamless execution of the social media plan.

The Client shall ensure their availability for monthly meetings scheduled by the Vendor to discuss the content plan, progress, and performance.

The Client agrees to a minimum commitment period of six (6) months for the social media plan. During the initial six (6) months of the social media plan, the Client shall not be eligible to terminate the plan or cancel services before the completion of the minimum commitment period. After the initial six (6) months commitment has been fulfilled, the Client may terminate the social media plan by providing written notice via email at least three (3) months in advance of the intended cancellation date. If the Client chooses to terminate the social media plan within the initial six (6) months period, they shall be liable to pay the remaining balance for the entire six (6) months of the minimum commitment period.

The Vendor reserves the right to terminate the social media plan if the Client consistently fails to provide content and feedback, or is unavailable for monthly meetings. In case of cancellation due to the Client’s non-compliance, the Client shall be liable to pay a cancellation fee. If the Vendor terminates the social media plan within the initial six (6) months period, the Client shall be liable to pay the remaining balance for the entire six (6) months of the minimum commitment period. If the Vendor cancels after the initial six (6) months of engagement, the Client shall be liable to pay for three (3) months of the relevant monthly rate based on their subscribed plan type.

Client performance and responsiveness:

Client agrees that Vendor’s ability to meet all timelines and deliverables is largely dependent upon Client’s prompt performance of its obligations to provide content, assets, answers to questionnaires, feedback, approvals, and information pursuant to the project. The Client agrees to provide revisional feedback or approval of work within 1-3 business days once the work has been sent. The Client agrees to provide assets or information within 1-3 business days upon request. The Client agrees to supply content on due dates. Delays in the Client’s performance, responsiveness, or ability to progress the project may delay the delivery of the project and impact the budget. If the Client requires extensions, they will clearly communicate this within 1-3 business days upon receiving work or information requests. The Vendor will consider the Client’s request and, at their discretion, may accept the delay and may deem the project on hold (“On Hold”).  When the Client is ready to resume the project, the Vendor may provide an updated timeline, if necessary, including a resume date that will be determined based on Vendor’s resources.

Impact of missed content delivery:

To remain an efficient and profitable business, the Vendor must ensure that work that has been programmed is carried out at the scheduled time. On occasions, Vendor may have to reject offers for other work and enquiries to ensure that the Client’s work is completed at the time arranged. This is why the Client must supply Vendor with all final copy, images, data, information, logos, content, designs, graphics and related materials to be incorporated into the project prior to the relevant services/phases commencing and the associated Kickoff Meeting if required. Text for page content is to be the final, fully proofed version. Unless otherwise agreed all content is to be supplied at one time rather than being drip-fed to Vendor. The Client understands and agrees that they must not provide the Vendor with the go-ahead for a project to commence until such time as the Client is fully prepared to proceed.

The Vendor requests all assets, copy and content required to complete a project to be supplied upfront at the start of a project unless otherwise negotiated. On any occasion where progress cannot be made with the Client’s project because the Vendor has not been given the information or materials requested within a reasonable time after being asked to do so, and Vendor is delayed as a result, Vendor reserves the right to impose a surcharge of up to 25% of the fee for the relevant service. Alternatively, the Vendor may terminate the project and the Client acknowledges that they will have forfeited any refund for services purchased and will be invoiced the Kill Fee and any other associated costs.

If the event that the Client fails to meet the initial deadline for content, the Vendor may at their sole discretion, agree to an extension for the due date of content. Should an extension be provided and the Client once again subsequently fails to do so within 3 business days of the due date, the Vendor reserves the right to terminate the project and the balance remaining becomes payable immediately, along with any Kill Fee and other associated costs. 

Non-communication:

If the Vendor is unable to communicate with a Client on a project for an extended period of time (5 business days) – by phone or email, the project will be put on hold (“On Hold”). It is the Client’s sole responsibility to check their emails regularly, including their spam folder, to ensure timely communication. The Client acknowledges that it is their obligation to make time for communication even if they are travelling domestically or internationally, busy, or facing other circumstances. Any previously agreed time frames or deadlines will be null and void and will need to be reassessed upon the resumption of communication.

On hold projects:

The Vendor acknowledges that there may be instances where projects need to be placed on hold (“On Hold”). However, the Client must comprehend that such interruptions can significantly disrupt the Vendor’s production schedule. Should a project require a hold lasting more than 15 business days, the final decision regarding its continuation will be up to the sole discretion of the Vendor.

Inactive projects and reactivation fees:

Client agrees and acknowledges that if Client causes a delay of 15 business days or more on any project or aspect of any project by their failure to provide revisions, approval, answers to questionnaires, content or information to move the project along or by due dates, or becomes otherwise unresponsive, the Vendor shall deem the project as inactive (“Inactive project”). For Inactive projects, the Vendor shall cease all performance of Services in support of the Inactive project. In order to resume the project, the Client shall pay a fee for the Inactive project (“Reactivation Fee”). projects that have been deemed as an Inactive project for 1-15 business days shall be subject to a Reactivation Fee of $1500 per occurrence to reengage any previously initiated SOW. projects that have been deemed as an Inactive project for 16-25 business days shall be subject to a Reactivation Fee of $3500 per occurrence to reengage any previously initiated SOW. An addendum or revised Statement of Work with updated budgets and timelines may also be required. Client shall be responsible for paying any applicable Reactivation Fee, or other fees prior to Vendor performing any Services on reactivated projects.

Abandoned project:

Projects that have been deemed as an Inactive project for 26+ business days shall be deemed as abandoned projects (“Abandoned project”). The Vendor may notify the Client in writing that the project is declared abandoned (“Abandonment Notice”). The Client acknowledges that they will have forfeited any refund for services purchased and the Vendor is no longer obligated to provide any further communications or services originally agreed to in the relevant SOW. Upon the project being deemed Abandoned project, the Vendor reserves the right to invoice the Client for all project Services and Additional Costs completed up to and through the date of Abandonment. The Client will also be responsible for the cost of collecting any outstanding Fees, Additional Costs, reactivation fee, and Kill Fee. 

Kill fee:

In the event of project Cancellation by the Client or in the event of an Abandoned project, the Client shall pay, in addition to all Fees and Additional Costs due up to and through the Cancellation or Abandonment date, an early termination fee equal to 15% of the total estimated project budget, and Client shall only have rights to use Final Works completed and delivered at Cancellation. The Kill Fee does not apply in the event this Agreement is terminated by Vendor. 

The Kill Fee specified above is payable because:

  1. When a Client authorises the Vendor to proceed with a Statement of Work, the Client is committing to purchasing and paying the Vendor for the Services described in that Statement of work; and
  2. As a result of that commitment by the Client to the Vendor, and acting in good faith and in reliance of that commitment, Vendor has then scheduled and planned the implementation of those Services and mobilised and committed the Vendor’s time and resources to the delivery of the Services to the Client to the exclusion of other Client projects; and
  3. When Client abandons the Statement of Work as specified above, the consequences for the Vendor and Vendor’s staff are significant as the body of work that Vendor had scheduled to undertake and complete is now not being undertaken anymore; and
  4. Even if Vendor may have only delivered a small portion of the Services specified in the Statement of Work at the time that the Client abandons the project, Vendor’s costs are disproportionately incurred, in that a disproportionately large part of the costs of the delivery of any Services are incurred in the early stages of the project, including (but are not limited to);
    a) Upfront costs incurred before the Statement of Work was finalised in scoping the Client’s requirements, research and analysis of the Client’s needs, potential project challenges, and appropriate solutions and recommendations; and
    b) Costs for planning the delivery and implementation of the Client’s project and scheduling and mobilising the appropriate human resources; and
    c) Fees for administration, production handling, project setup with Vendor’s CRM and other systems, creating briefs and tasks for staff; and
    d) Actual costs of providing the Services; and
    e)The agreed Charges for the Client’s Statement of Work is designed to cover (without limitation) all of the above costs; and
  5. The Abandoned project will not only cause the Vendor to sustain a loss in respect of the costs described in paragraph (4) above but also further costs and losses, including (but not limited to) costs and disbursements incurred by the Vendor for unsuccessfully following up with Client, repeatedly, regarding their request(s), costs for rescheduling the delivery of Services to Client to later date(s), costs and losses associated with idle or under-utilised human resources and equipment that we may not be able to redeploy, costs associated with severance payments, loss (including revenue loss) arising from the commitment of Vendor’s time and resources to Client’s project to the exclusion of work for other Clients, costs associated with sourcing and scheduling replacement work to mitigate Vendor’s losses arising from Client’s Abandoned project, and costs and expenses associated with finalising the Abandoned project such as clerical, accounting, legal and other similar costs. 

Cancellation:

Either party may terminate this assignment by providing not less than seven (7) days’ written notice to the other party. In the event of cancellation of this assignment, ownership of all copyrights and the original artwork shall be transferred to the Client for any work completed up to the date of cancellation. Client shall pay for all work and expenses based on the contract price and expenses already incurred up to the date of cancellation. Expenses may include but are not limited to; administration and project management or setup, creating briefs, internal meetings, creative resources purchased, server setup and printing press time. These costs may include setup, administration and management of services not commenced but originally within the project scope. The amount owing must be paid before digital or print files are released to the Client or published on the Internet.

In the event that the Client cancels a project that has multiple services added to create a discounted bundle, the Client shall be charged for the regular fee of the individual service(s) completed up to the date of cancellation, including any setup or project management fees for the design services that have not yet been executed. The Client acknowledges that the discounted bundle rate will no longer apply. The Client agrees with full understanding under this Agreement if the project is cancelled, the previously paid invoices are non-refundable. Any refunds will be at the discretion of the Vendor.

Project delivery:

Upon receipt of payment in full, Final Deliverables will be provided to the Client. At this point, the Final Deliverables will be accepted by Client “as is” and no further development, design, consultation or revisions will be provided without first extending this SOW with an addendum to be paid by Client to Vendor to cover such services.

File formats and content gathering:

The Client must follow our instructions relating to the formats we require files and information in so we can work with it effectively, without further preparation. If the correct format cannot be provided, additional fees may be incurred and an addendum may be issued. 

Client agrees to upload files to the designated DropBox folder provided by Vendor for any content gathering. The Dropbox folder will be set up specifically for the Client’s project and accessible through a unique link. Content supplied over email attachments, external file-sharing platforms, or physical copies may not be accepted. The Client must organise their files appropriately, with clear labelling and file names for easy identification. If the Client requests to supply content using an alternative method or provides unorganised content, the Vendor will consider the Client’s submission and, at their discretion, may accept. However, the Vendor reserves the right to charge an additional fee based on the unanticipated additional planning, time and resources required for this change in standard, more time-efficient processes. An addendum may also need to be issued.

Unless included in the Statement of Work, scanning or digitalising of assets is not included in the project scope and will be invoiced separately. The Vendor cannot be held responsible for the quality of any images which the Client wishes to be scanned from printed materials.

Text content must be delivered in Microsoft Word (.docx), Google Docs (.gdoc), Pages (.pages), PowerPoint (.pptx), Keynote (.key), PDF (.pdf) or simple text format (.txt). Pages in the supplied document must be the final, fully proofed version and must represent the content of the relevant pages on the Client’s website, booklet, brochure etc. These pages must have the same titles as the agreed pages. A charge may be made to cover any additional work involved where copy supplied is not clear and legible.

Image content must be delivered in .jpg, .png or .tiff formats and must be of an appropriate size and high resolution for the particular project (i.e. 300dpi for print, 72dpi for digital. Images must be of a quality suitable for use without any subsequent image processing, and Vendor will not be held responsible for any image quality which the Client later deems to be unacceptable. Images are to be supplied as individual files and are not to be embedded into other documents.

Logos, illustrations, icons and other important graphic elements must be delivered in vector format such as .ai, .pdf, .eps, .svg. Should the Client not be able to supply the correct vector format, the Vendor may be required to recreate a low-resolution graphic image file into a vector file. This process may require a timeline extension and additional costs, and an addendum may be issued.

Post-design content modifications:

Should the Client wish to make changes to their supplied content such as copy, data, information, logos, designs, images, graphics and related materials after the content has already been implemented within the design, the Vendor is required to undertake additional work. Therefore additional fees may incur, and an addendum may need to be issued.

With website design, if edits are required after the website copy has been supplied and website design has commenced, subsequent revisions to the content can be made by the Client using the CMS, prior to going live, no additional fees will be incurred. Alternatively, the Client may request the Vendor to make the edits, additional fees will be incurred.

File storage:

It is recommended that the Client downloads and stores any files sent to them in their own secure Cloud storage system. Any links to files sent to the Client are temporary and purely for the Client to gain access to their files. After 30 days there will be a $45 fee to resupply files/links. After 2 years the fee increases to $90.00. 

Source files:

Charges for design work do not cover the release of the Vendor’s copyright design source files, including but not restricted to indd, psd, ai, or other source files or raw code. Should the Client require these files to be supplied, they will be subject to an additional fee or ‘buy-out’ charge.

Unused creative concepts:

If a choice of creative concepts is presented, only one solution is deemed to be given by the Vendor as fulfilling the contract. All other concepts remain the property of the Vendor and may be used for Vendor’s marketing materials, competitions, awards or other Clients in the future. Any use of this work project by the Client and/or their assigns is strictly prohibited. The Vendor also reserves the right to modify and/or resell custom designs and websites that remain unpaid by the original Client for 30+ business days. 

Creative fee:

If the parties execute this Statement of Work, and the Client is presented with an idea proposed by Vendor and the Client chooses to execute such idea with another entity, the Client agrees that Vendor may invoice the Client a reasonable creative fee. 

Portfolio rights:

The Vendor retains the nonexclusive, perpetual and worldwide right to display, reproduce and distribute the completed project designs, or any versions of the design created in the process in the Vendor’s portfolio, social media, print collateral, digital files, website, marketing materials and third-party trade publications, awards, competitions or exhibits, solely to promote or exemplify Vendor’s work, and the right to be credited with copyright ownership and authorship of the designs in connection with such use. 

Errors and omissions:

The Vendor shall make every effort to ensure that the final Deliverables are free of any grammatical and spelling errors, as well as meet design and project specifications, before delivering the final deliverable to the Client.

It is agreed, however, that the Vendor is not responsible for errors or omissions in any work produced as per the Client’s approval, and no financial responsibility is assumed by the Vendor for errors or damages resulting from such errors. The Client agrees that it is their sole responsibility to thoroughly check all content for print and digital material, prior to going to print or being published online. There will be no reprints or web development changes at the Vendor’s expense. Errors and omissions include but are not limited to:

(a) Spelling and grammar

(b) Pricing

(c) Image placement

(d) Logo or graphic usage

(e) Content placement

(f) Resolution of images

(g) Branding being adhered to

(h) Missing images or graphics

(i) Incorrect information

Print production:

Although Clients are not contract-bound to use the Vendor to provide a print service, it is highly recommended for quality control and peace of mind. If a Client prefers to use their own print supplier, the Vendor will simply provide artwork directly to the Client to manage and forward and will be unable to monitor, advise or take any responsibility for the process or final output.

Any costs for print production must be paid in advance of a job going to print and must be settled before the print delivery date. Print jobs will only be dispatched when payment is settled in full. The Vendor cannot be held responsible for delays caused by waiting for funds to clear.

Where the project requires multiple products to be printed or manufactured, every endeavour will be made to deliver the correct printed quantity ordered. However, it is understood and accepted as reasonable that minor variations are inherent in the printing process, and deviations within a 10% margin are considered immaterial and acceptable. The Vendor recommends that if an exact quantity is required, then 10% extra is added to the quantity.

Clients who choose to submit their own Artwork, files and/or images for print are solely responsible for the end result of printing. It is the Client’s responsibility to submit print-ready artwork with the correct specifications. The Vendor will print the Client’s submission as requested however the Vendor is not responsible for artwork mistakes. The Vendor is also not liable for supplied file errors. There will be no reprints at Vendor’s expense. The Client understands that when the artwork is trimmed, the bleed cut can vary in position up to 2-3mm, hence appropriate margins from the bleed line are recommended if the Client is supplying artwork.

All print and delivery timelines are an estimate and are based on business days. No quoted printing and delivery dates are guaranteed and can vary. If a specific deadline is required to be met, the Vendor recommends that extra time be made available should the job be delayed.

Colour variation:

All reasonable efforts shall be made to obtain the best possible colour reproduction on the Client’s work but variation is inherent in the print process and it is understood and accepted as reasonable that there may be colour variation between the screen and final product. This occurs due to differences in the way colours are managed on the screen (RGB) and print (CMYK). Screen proofing is not indicative of the final print result, printed colours can vary from what has been seen on screen, to what the final product looks like, and previous orders (whether printed by Vendor or other party). This is due to the nature of CMYK printing and a bulk-run printing system. The Client understands that there may be a slight colour shift throughout a print order. There is an accepted 1/8 in shift in all print orders. There will be no reprints at the Vendor’s expense. It is agreed and understood that colours differ from computer to computer, based on individual visitors’ colour and monitor settings. Likewise, colours may appear differently when viewed on mobile or tablet devices.

Font variation:

It is agreed and understood that fonts may appear differently from browser to browser, based on browser settings, computer settings, or the due to limitations of the browsers themselves.

Mutual indemnification:

The Parties shall defend, indemnify, and hold the other Party, its subsidiaries or affiliates, and its or their shareholders, directors, officers, subcontractors, freelancers, employees or agents (collectively, the “Indemnified Parties”) harmless for any and all actions, liabilities, claims, losses, costs, damages, and expenses, claim made or suit or proceeding brought against a Party (including, but not limited to, claims that the one of the Parties infringed intellectual property rights of another, including payment of any and all losses, judgments, awards, and costs (including reasonable legal fees and expenses), arising out of or related to any claim based upon the other Party’s wrongful acts or omissions in connection with these terms and conditions and Statement of Work.

The Client also agrees to defend, indemnify and hold harmless Vendor against any liabilities arising out of injury to person or property caused by any service provided or agreed to be provided or any product or service sold by the Client or third parties, including but not limited to, infringement of copyright, infringement of proprietary rights, misinformation, defamation, false advertising claims, violation of any privacy legislation, liability claims for products or services sold by Client, claims for patent, breach of the Fair Trading Act 1986, claims due to disruption or malfunction of services provided by Vendor, or for any content submitted by Client for publication by Vendor, delivery of defective products or services which is harmful to any person, business, company or organisation.

Confidential information:

Each party will keep confidential all confidential and proprietary information, materials, and intellectual property obtained from the other party, in any form, that is confidential in nature, or expressed to be confidential, (“Confidential Information”), and will not disclose that information to a third party, nor use that information other than for the purposes of this Agreement, without the consent of the other party.

Confidential Information includes the fees charged by Vendor, this Agreement and any Proposals, Statements of Work or other materials containing pricing, processes, or trade secrets supplied to the Client by the Vendor. The Client agrees to keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without Vendor’s prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information.

Each party shall ensure that its employees, agents, contractors and third parties abide by these obligations of confidentiality. A party is not required to comply with this clause to the extent that the Confidential Information: is clearly required to be disclosed by law; was already in that party’s possession at the time the Confidential Information was obtained from the other party; is generally known and available by the public without that party having breached its obligations under this clause; was disclosed to it by a third party who has the right to make such disclosure; or has been independently developed without the benefit or use of the other party’s Confidential Information.

Mutual non-disclosure:

Client and/or Vendor (“Receiving Party” and/or “Disclosing Party”) shall hold and maintain all confidential information in the strictest confidence for the sole and exclusive benefit of the Disclosing Party. No party shall disclose any of the other party’s Confidential Information to any person, and must also ensure their employees, agents, contractors and third parties do not disclose such information, except as required for the proper use and performance of the Goods and Services, and then on a confidential basis.

Receiving party shall carefully restrict access to confidential information to employees, agents, contractors and third parties as is reasonably required.

Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party’s own benefit, publish, copy, reproduce, distribute or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any confidential information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.

The parties will immediately inform the other if they become aware or suspect there has or could be an unauthorised disclosure of Confidential Information, or if they are required by law to disclose it.

Non-solicitation:

During the term of this Agreement, and for a period of two years after the termination thereof, or for a period of two years from the last date Vendor does any work for Client, whichever is later, Client (including its officers, owners, managers, subsidiaries, parents and affiliates) will not, either directly or indirectly:

  • Interfere with the business relationship between the Vendor and any of its employees or contract labourers, or prospective business relationships with prospective employees or prospective contract labourers;
  • Solicit the employment of any prospective, current or former employee of Vendor or induce or recruit any prospective, current or former employee of Vendor;
  • Solicit the services of any prospective, current or former contract labourer of Vendor or induce or recruit any contract labourer of Vendor;
  • Hire any prospective, current or former employee of the Vendor; or 
  • Hire any prospective, current or former contract labourer of the Vendor.

The Client acknowledges that damages for breach of the provisions of this paragraph 12 will be impracticable or extremely difficult to fix. Therefore, the Client agrees that should such solicitation be made or should an employee or contractor to the Vendor take up employment with the Client or any of its associated businesses the Client will compensate Vendor in the amount of two full year’s salary and bonuses or fees currently offered to that employee or $250,000, whichever is greater.

Non-Disparagement:

The parties agree they will not make any negative or disparaging comments regarding the other on any social media platforms, online reviews, public forums, or in any other manner, including comments regarding the other party’s shareholders, directors, officers, managers, subcontractors, freelancers, employees, volunteers or agents. The parties further agree they will not make any statement or take any action, directly or indirectly, that harms, or could harm, the other party’s business interests, reputation, or goodwill at any time during or subsequent to the Statement of Work period.

In the event that the Client breaches the non-disparagement clause and leaves negative comments, reviews, or statements on online review sites or any other public platforms, the Vendor reserves the right to request the immediate removal of the negative comments, reviews, or statements from the platforms on which they were posted. Should the Client not comply with this request within 7 days, the Vendor has the authority to pursue any legal remedies available for any damages or harm caused by the Client’s breach of the non-disparagement clause. Damages may include but are not limited to, financial losses, loss of business opportunities, damage to reputation, and costs incurred in remedying the situation.

Warranty of originality:

The Vendor warrants and represents that, to the best of their knowledge, the work assigned hereunder is original and has not been previously published, or that consent to use has been obtained on an unlimited basis; that all work or portions thereof obtained through the undersigned from third parties is original or, if previously published, that consent to use has been obtained on an unlimited basis; the Vendor has full authority to make this agreement; and that the work prepared by the Vendor does not contain any scandalous, libellous, or unlawful matter. This warranty does not extend to any uses other than as stated in this document (“Intended Use”).  This warranty does not extend to any changes that the Client or others may make to the Vendor’s product that may infringe on the rights of others. Client expressly agrees that it will hold the Vendor harmless for all liability caused by the Client’s use of the Vendor’s product beyond either the Intended Use or due to changes to Vendor’s product, to the extent such use infringes on the rights of others. Vendor expressly agrees that it will hold the Client, its officers and employees, harmless from any of Vendor’s products or services that infringe upon the rights of others.

Ownership of IP:

Intellectual property rights shall not pass from the Vendor to the Client until payment has been made in full. From delivery and until payment, goods must remain clearly identifiable as the Vendor’s intellectual property.

To the extent that Vendor has received payment of compensation as provided in this Agreement and the applicable Statement of Work, all selected final materials, code, artwork and/or digital deliverables produced by Vendor, its employees, agents or assistants specifically for Client will be owned by Client. All work performed for Client by Vendor shall be considered “work for hire.”   

The Client will be entitled to use the work produced for the purpose for which it was intended however the Client (or any other person or entity) is not permitted to make use of, modify and on-sell any of the Vendor’s IP, processes or documents received
as part of the process.

Third-party IP:

Any software, code, plugin or other third-party material used in a web or digital project remains the property of the creator and any ongoing licence fees or fees for upgrades are the responsibility of the Client, not the Vendor. Client acknowledges that certain artwork, photographs, plugins or other resources contained in materials supplied by the Vendor may be licensed from third parties and that Client may be restricted from reusing or altering such Third Party IP by the terms of the applicable licenses.

Intellectual property in content supplied by Client:

By supplying text, images, graphics, content and other data to the Vendor for inclusion in the Client’s website, digital or print design, or other medium, the Client declares that it holds the appropriate copyright, trademark, intellectual property rights, licenses and permissions. The ownership of such materials will remain with the Client, or the rightful copyright or trademark owner. 

The materials provided to Vendor by the Client in order for Vendor to carry out their obligations under this agreement are owned by the Client. Client grants Vendor a license to modify, reproduce, create derivative works from, and otherwise use such Intellectual Property to provide any services or products in connection with this agreement.

Should the Vendor, or the Client supply an image, text, audio clip or any other file for use in a website, presentation, print item, digital item, exhibition, advertisement or any other medium believing it to be copyright and royalty-free, which subsequently emerges to have such copyright or royalty usage limitations, the Client will agree to allow the Vendor to remove and/or replace the file on the site should the project be in progress.  In such cases, the Client may be required to pay a fee to the Vendor for the removal /replacement of the file. Should the project be completed, the Client will be responsible for removing and/or replacing the file on the site, or the Client may request the Vendor to accommodate such request. However, the Vendor reserves the right to charge additional fees for the removal and/or replacement of the Content, which shall be communicated to the Client prior to undertaking any work.

The Client agrees to fully indemnify and hold the Vendor free from harm in any and all claims resulting from the Client in not having obtained all the required copyright, and/or any other necessary permissions.

Trademarks and copyrights:

The Client agrees that they are solely responsible for any and all trademark, copyright and IP procedures. This includes a search to identify that any designs, logos or business names are not previously trademarked or copyrighted by any party unless stated otherwise. The Vendor will not be liable for any costs or losses that relate to or arise out of any claim that a trademark or design mark deliverable infringes upon, or interferes with the trademark rights of any third party.

Client’s content integrity and compliance:

The Client warrants that the materials or content they provide to the Vendor will not compromise the security or operation of the Vendor’s computer systems, through a virus or otherwise. The Client further warrants that their content is not offensive, defamatory, harmful, upsetting, unlawful, or otherwise objectionable.

Exclusivity:

The Vendor cannot guarantee the Client exclusivity of any design, code, marketing concept, strategy or other intellectual property provided. Therefore the Vendor will not accept liability for any alleged claim from the Client or any Third Party as the result of unintentional similarity in part or whole of a Third Party’s copyright-protected or registered trademark or brand, identity, strapline, design, colour usage, image style and content, product or otherwise.

The Client agrees that Vendor may perform the same or similar types of services for other parties, including possibly some of the Client’s competitors. The Vendor does not implicitly offer exclusivity to any Client for their defined industry. If this is required an acceptable fee and reasonable duration may be negotiated on a case-by-case basis.

Third-party services disclaimer:

The Vendor makes no warranty or guarantees for any products or services provided by third-party vendors or suppliers (including but not limited to printers, photographers, videographers, animators, voice-over artists, vehicle graphics technicians, sign installers, couriers, or media) for any products or services provided to Client by such third-party vendors or suppliers. Vendor shall endeavour to the best of its knowledge and ability to guard against any loss to Client through the failure of suppliers and third-party vendors to properly execute their commitments, but Vendor shall not be held responsible for any failure or delays occasioned on their part absent the gross negligence or intentional misconduct of Vendor. 

Rights of refusal:

Vendor will not include in its designs, any text, images or other data which it deems to be immoral, offensive, obscene or illegal. All advertising material must conform to all standards laid down by all relevant advertising standards authorities. The Vendor also reserves the right to decline any request for work that is considered to be contrary to their professional standards or that in the Vendor’s view may be harmful to their reputation. If Client objects to the Vendor declining any work under this clause the Vendor has the right to terminate this Agreement with 7 days notice.

In the situation where any images and/or data that Vendor does include in all good faith, and subsequently discovers is in contravention to such Terms and Conditions, the Client is obliged to allow Vendor to remove the contravention without hindrance, or penalty. The Vendor is to be held in no way responsible for any such data being included.

Regulatory Compliance Disclaimer:

In the provision of design and development services, the Vendor explicitly disclaims responsibility for adherence to industry-specific regulations that may impact the functionality or operation of the designed materials. This includes, but is not limited to, regulations governing online transactions, payment processing, or industry-specific content. It remains the sole responsibility of the client to ensure that the designed materials and associated activities comply with all relevant laws and regulations. Should industry-specific regulations affect the designed materials’ dissemination, promotional efforts, or any other aspect, it is the Client’s obligation to address these issues. The Vendor will not be held responsible for any legal consequences arising from non-compliance with industry regulations. The Client is strongly advised to seek legal counsel or consult their internal legal team to navigate and address any regulatory requirements pertinent to their business activities. By engaging in the Vendor’s design services, the Client acknowledges and accepts that compliance with industry regulations is beyond the scope of the Vendor’s responsibilities, and any necessary legal considerations are the sole responsibility of the Client.

Limitation of Liability; General:

In no event shall the Vendor or their agents or employees be liable to the Client (whether in contract or tort) for any direct, indirect, special, punitive, incidental, or consequential damages arising out of the use of their website, design services, SEO, print, web hosting and/or goods provided to the Client. This includes, without limitation, loss of profits/sales/revenue, business interruption, website downtime, loss of goodwill or reputation, wasted management, loss or damage caused by any inaccuracy, omission, delay or error, non-deliveries, breach of security or privacy, loss of data or other losses directly resulting from the use of the website, services, and/or goods provided to the Client, or for any indirect or consequential loss or damage or for any third party claims (including the Client’s customers) howsoever arising in connection with this Agreement or the products and/or services whether in contract, tort or otherwise, even if the Vendor has been advised of the possibility of such damages. The entire risk as to the quality and performance of the graphic and/or web design work rests with the Client. To the fullest extent permissible by law, in no event will the Vendor’s liability in contract, tort (including negligence and breach of statutory duty) or otherwise arising out of, or in connection with, this Agreement exceed the amounts actually paid by the Client to the Vendor pursuant to the particular services in the Statement of Work from which the claim arises, during the immediately preceding three (3) months under this agreement.

Limitation of Liability; Absence of clear instructions:

The Vendor will not be responsible for errors that occur in the absence of written instructions or in the case of ambiguous and unclear instructions. 

Limitation of Liability; project outcomes:

The Client acknowledges that no Agency can ever guarantee the success of a project for which they are providing services (such as higher sales or larger Clientele); that the Vendor makes no representations or warranties regarding the results of its services, and that the Vendor will have no liability for such results.

Limitation of Liability; Account access:

The Vendor will not be liable for any unauthorised access to Client accounts, file management or hosting systems. The Vendor strongly recommends that the Client uses strong passwords on all accounts and that they change all login and password information for hosting access, file transfer capability, email and any other accounts that the Client has given Vendor temporary access to during the design/development process.

The Client further agrees that the Vendor shall not be held liable for any leak of information or confidential material provided by the Client, this includes, a leak or malpractice of any kind by a third party that the Vendor has outsourced work to, domain loss due to hacking or as a result of hacking by a third party, password leaking.

Limitation of Liability; Print delivery:

The Vendor cannot be held liable for printing products that are damaged, lost or delayed when delivered by post or courier although the utmost care will be taken to ensure the products arrive on time and undamaged.

Limitation of Liability; Website security:

The Vendor will endeavour to make all websites as secure as possible. However, the Vendor cannot be held responsible for any hacked, maliciously attacked or compromised websites. If the Client identifies an issue with their website or upon checking the Vendor identifies a problem, the issue can be investigated. The Vendor accepts no liability if a website is hacked or compromised in any way and the Vendor reserves the right to quote and/or invoice for any work involved in investigating/solving the issue.

Limitation of Liability; Client-altered website:

The Vendor will not be liable for any alterations made to the product or service once completed and handed over to the Client that may make the website non-functional or material illegal, offensive, defamatory, libellous or otherwise inappropriate.

Limitation of Liability; Non-involvement in website matters:

The Vendor will not be liable or become involved in any disputes relating to the Client’s website and their customers and cannot be held responsible for any wrongdoing on the part of a Client’s website. 

Limitation of Liability; Loss and damage to website content:

While Vendor will endeavour to avoid damaging or losing the Client’s website content when performing the Services, Vendor does not promise or represent that Client’s content will never be lost or damaged in the provision of the services. The Client understands and accepts that should an issue need to be resolved on their website, or a rollback to a previous version, some of the Client’s content may be at risk of being lost or damaged. In this rare circumstance, the Client may add their content again, or request for the Vendor to quote and/or invoice to add the lost or damaged content. The Vendor shall not be held liable to add any content without charging.

Limitation of Liability; Third-party technology:

The Vendor uses third-party services, plugins, extensions and open-source technology for web design and development projects. Whilst every care will be taken to ensure the website and any scripts or programs are free of errors, Vendor cannot take responsibility for any losses incurred due to malfunction of the website or any part of it.

Where Vendor has recommended that Client uses a third party provider’s products or services such as payment gateways, extensions, plugins, subscriptions, platforms, CRMs, software etc., the Vendor will have no liability (however arising) for any third party products (including their suitability, compatibility, quality, availability, timeliness and freedom from harmful things such as viruses).

The Vendor does not provide software updates or take responsibility if the software used becomes out of date and obsolete. The Vendor does not take responsibility for any unforeseen advancements in technology that may have negative effects on any aspects of the Client’s site or system.

Limitation of Liability; Website hosting:

Although the standard of the Vendor’s web hosting service is high, the Vendor is unable to guarantee 100% up-time (as no web host would due to dependency on servers that require software upgrades and possible technical challenges which may interrupt its service). Vendor’s website hosting comes with a 99% uptime guarantee. The Vendor does not guarantee continuous service and will accept no liability for loss of service, whatever the cause. The Vendor cannot guarantee the functionality or operations of a website or that it will be uninterrupted or error-free or that the website or the server that hosts the website is free from viruses or other forms of harmful computer code

Vendor does not constantly check the websites they host to ensure they are functioning correctly as routine use. It is therefore the responsibility of the Client to check their website is operating as it should. Vendor is not responsible for any content published on Client’s website The Client is solely responsible for the security, confidentiality and integrity of all the content and messages received, transmitted through or stored on the web/server hosting service.

Force Majeure:

Except for Client’s payment obligation to Vendor, neither Party shall be liable to the other for any delay, service interruptions, or inability to perform its obligations under this Statement of Work if such delay or inability is caused by a Force Majeure event. A “Force Majeure event” means an event due to any cause or causes beyond the reasonable control of Vendor and shall include, but not limited to, acts of God, strike, labour dispute, fire, storm, flood, windstorm, earthquake, unusually severe weather, sabotage, embargo, terrorism, energy shortage, power blackouts, nuclear accidents, floods, strikes, volcanic action, delay in couriers or transportation, theft, vandalism, inability to obtain labour, materials, services or manufacturing facilities, explosion, riot, war, civil disorder, hostilities between nations, governmental laws, orders or regulations, embargoes, the action of the government or any agency thereof, any social disturbance of extreme nature, accident, breakdown of plant or machinery, software failure, hardware failure, third party interference, industrial dispute or court injunction or order, pandemic, lockdown or interruption or failure of electricity, telephone or communication network or service. In the event of a Force Majeure event, Vendor shall receive an equitable adjustment extending Vendor’s time for performance for such Services sufficient to overcome the effects of any delay.

Dispute resolution:

The parties will use their best endeavours to amicably resolve any dispute between them which may arise concerning the interpretation of these Terms and conditions or any Statement of Work or in relation to any matter arising under these Terms and conditions or any Contract. It is the responsibility of the Client to inform the Vendor immediately of any issue that may lead to a dispute (including but not limited to quality, service, cost, and timeline), without such information, no disputes will be entered into.

If the parties cannot settle amicably and in good faith any dispute between them within 20 business days, either party may submit the dispute to arbitration, which shall be governed by the Arbitration Act 1996, except to the extent modified by this agreement. The arbitration shall be conducted by a single arbitrator applying the laws of New Zealand, appointed by the parties or by the President of the Arbitrators’ and Mediator’s Institute of New Zealand Inc. if the parties fail to agree on such appointment.

For the avoidance of doubt, the existence of a dispute will not relieve any party from the requirement to perform its obligations under this agreement generally and, notwithstanding the dispute, each party will continue to perform such obligations in accordance with this agreement to the maximum extent possible (having regard to the nature of the dispute).

In the case where payment is being disputed or a project is cancelled, the Vendor reserves the right to withhold materials or the launch of a website until the matter has been settled. 

The award in the arbitration will be final and binding. Neither party may resort to legal proceedings.

It shall be clearly understood that any disputes that may arise are confidential with no public comment permitted in any form by either party relating to the dispute. The results of any Arbitration proceeding shall also be confidential with no public comment by either party permitted in any form relating to any award. The parties agree that any breach of this provision shall constitute a willful breach of contract.  

Limitation on actions and proceedings:

Notwithstanding any principle, rule, or law to the contrary, no action, proceeding, or arbitration of any kind whatsoever, whether sounding in tort, contract, restitution, equity, or otherwise, shall be brought by Client against Vendor more than three (3) months (3) from the date Client discovers, or through the exercise of reasonable diligence should have discovered, any cause of action, claim, controversy, or dispute arising out of, under, or in connection with the subject of this Agreement. In no event shall any action, proceeding, or arbitration of any kind whatsoever be brought by Client against Vendor more than three (3) months after all fees due to Vendor have been paid in full.

Access requirements for project executions:

The Vendor will need access to the Client’s website, domain registrars, hosting accounts, social media profiles and any other relevant platform when carrying out the work agreed in the Statement of Work. The Client agrees to provide access in a timely manner to avoid any hold-ups in the production of the project. The Vendor will provide instructions on how to grant access where relevant.

Domain registration:

The Vendor may source, register, purchase and manage domain names on behalf of the Client, the cost of which will recur annually (or at another interval in accordance with the purchase arrangement). 

The Vendor cannot guarantee the availability of any domain name. Where Vendor is to register a domain name on behalf of a Client it will endeavour to do so but the Client should not assume a successful registration.

Payment for domain name registration is to be made immediately upon receipt of an invoice from the Vendor. Failure to comply with the payment terms may result in the Client’s domain name becoming available to another party and/or the website and email services becoming unavailable. Domain name registration fees are non-refundable and are renewed automatically monthly, quarterly or annually to avoid any interruption to the domain registration service. The Client acknowledges and agrees that in order to cancel the domain renewal, they are required to provide the Vendor with a minimum of three (3) months’ written notice prior to the renewal date. The notice must be delivered via email. Simply asking for a UDAI code will not cancel the Client’s domain renewal payments. Payments will continue until 3 months after the date of the written notice of cancellation is received.

For those domain names that, on the Client’s behalf, the Vendor has registered under their name or transferred across to their control, they become the legal ‘owner’ of the domain name. The Vendor will treat this ownership as one of ‘guardianship’ only with all decisions regarding the control/transfer/renewal of the domain being made by the Client. Should the Client wish to have full ownership of their domain name(s) or transfer these to a third party, Vendor can facilitate the transfer across to the Client’s or third party’s control panel subject to applicable country laws. On receipt of this request, the Vendor will supply the domain key (UDAI). A domain transfer charge of $200 will apply.

Renewal fees for domain names with third-party domain registrars are the responsibility of the Client and the Vendor is not liable for their payment.

Google Workspace Email Setup:

The Vendor may set up the Client’s Custom email using their domain on Gmail, utilising Google’s Workspace platform. The Vendor will charge a one-off setup fee for this service. After the initial setup, the Client is responsible for making ongoing payments directly to Google for the email service. The Client must ensure timely payment for the email service to avoid any potential loss, cancellation, or disruptions to the service. The Vendor shall not be held responsible for any such consequences resulting from non-payment or late payment by the Client. The Vendor will not provide troubleshooting assistance or technical support for the email service. Any technical issues or support required should be directly addressed to Google’s support channels or the Client’s IT team.

Website functionality:

The Client is solely responsible for making the Vendor fully aware of their website requirements prior to commencing their website design and development services. The Client must ensure these requirements are listed in the Statement of Work under the scope checklist, or detailed under the additional functionality. The Vendor will not be obligated to undertake any additional web page design or functionality requests that are not listed in the Statement of Work. If additional functionality requirements arise after the website design and development services have commenced, provided they are within the technical scope of the Vendor’s ability then they will be quoted on and if agreed to, additional fees may apply and an addendum may be issued.

Web page word count:

The Client agrees and understands that the Vendor has word limits for website design, and any content exceeding these limits may be subject to additional charges, timeline extensions and may require an addendum to be issued. A web page of content is less than seven hundred and fifty (750) words and a blog post is less than one thousand two hundred (1200) words. If more than 750 words per web page or more than 1200 words per blog post are provided by the Client then the Vendor reserves the right to charge an additional fee based on the volume of content, design and build time required. Terms and conditions pages and privacy policy pages are not limited to this word count.

Web page image, media and resources count:

The Client agrees and understands that the Vendor has limits for images, media, and resources in website design. It is important to note that these limits refer to the total number across all content types, rather than being specific to each type individually. Therefore, the total content limit for a web page is twenty (20) items, which can be distributed among images, media items (such as videos, audio clips, animations, etc.), and resources (such as PDFs, Microsoft Word documents, PowerPoints, templates, etc.). Similarly, for a gallery/portfolio page, the total content limit is fifty (50) images.

If more than twenty images, media items or resources per web page, or more than fifty images per gallery/portfolio page are provided by the Client then the Vendor reserves the right to charge an additional fee based on the volume of content, design and build time required.

Client website responsibilities:

The Client is solely responsible for the content of their website that they provide to Vendor, including without limitation, its accuracy and truthfulness and for ensuring that it does not contain any spelling or grammatical errors or infringe upon the rights of any third party. Client agrees not to store, link to, transmit, advertise or make available any website content that is illegal, misleading, or obscene. 

Compatibility for Client-requested website components:

The Vendor reserves the right to charge if there are compatibility issues with any themes, plugins or third-party software that the Client has requested, or were supplied when Client’s website was migrated to Vendor’s servers from their previous hosting environment.

 Website design credit:

If the Vendor designs/develops a website for a Client, then the Client agrees that the Vendor may include a design credit and link displayed on the Client’s website in the footer. By hiring the Vendor to work on a website the Client is agreeing to this and understands that this link may not be removed without the Vendor’s prior consent, or unless some other arrangement has been agreed to – by both parties. If the Client requests that the design credit be removed, a nominal fee of 15% of the total website design and development charges will be incurred. 

Analytics:

The Client agrees that the Vendor can install Google Analytics tracking to monitor the success of the product or service (if projects are web-related). The Client also agrees that Vendor may access this account. Client reserves the right at any point to revoke this right and Vendor agrees it will comply.

Website design approval and project progression:

The Vendor may require that a template, static design or sample web page is approved by the Client before coding or further development of a site commences. Once the template, static design or sample web page for the website is approved by the Client, coding or further design/development will commence; any changes to navigation items, colours, structure or content that require changes to the approved design will incur an additional charge.

Website logins and final payment:

Until the final payment has been received by Vendor, the Client will not be provided with any login credentials or access to the website’s content management system (CMS), or any other related administrative or privileged access. Once the final payment is received by Vendor, the Client will be provided with the necessary login credentials, enabling them to manage and maintain the website independently.

Website launch days:

Client acknowledges that Vendor does not launch websites on Fridays, days before a public holiday or Christmas/New Year closedown period.

Website revisions after go-live:

Any revisions or modifications requested to a website after the Go-Live approval will incur additional charges.

Content management system use:

Please note that the content management system of the 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 the website. The Client agrees that they should only update areas they are familiar with. If an issue arises with the website as a result of content management a charge may apply to revert changes and rectify any problems.

Security and updates to WordPress:

Due to the nature of rapidly advancing technology and the open-source nature of WordPress and WordPress themes and plugins, the Vendor cannot guarantee that the website will be safe from security breaches, unauthorised access, or hacking. The Vendor recommends the use of strong passwords and the observance of standard security practices. In order to minimise the chances of security violations, WordPress and its plugins and themes must be kept up to date. The Client is solely responsible for tracking software updates unless they are on a Website Maintenance plan with Vendor for providing these maintenance updates.

Website maintenance:

Any maintenance or updates are outside the scope of website design projects. Client understands and acknowledges once administrative user access is granted to the Client, the Vendor is released from any further work (remedial or otherwise) and the responsibility of maintaining, updating, vetting and monitoring the website and any plugins or integrations. It is recommended that Clients should not attempt to make these updates themselves. Doing so can create errors and incur additional costs to fix. For ongoing maintenance, one of the Vendor’s website maintenance plans is required. The Vendor is not responsible for updating WordPress themes and plugins, auditing plugins, or scanning for malware unless the Client has purchased one of their website maintenance plans. Allowance is made within some of the website maintenance plans for a set number of hours of content updates per month. If the hours of support are not used in any given month, the included hours expire at the end of the month and do not roll over to the subsequent month.

Website ownership and redistribution:

All design and code provided as a part of a website will remain at all times the property of the Vendor. Upon payment of the final invoice, the Client will be granted a single-use, single-site, source code license to the website code. The Client may not sell or redistribute the website design or code for any commercial or non-commercial purposes. The Client may not use the website design or code in more than one installation unless a satisfactory agreement is in place with the Vendor. In the case of business restructuring or ownership change, ownership of the website may be transferred from one owner to another. New owners are not allowed to re-sell or re-use for any commercial or non-commercial purpose other than what the original Statement of Work stated.

Client website modifications:

After site completion (or in rare cases in the final stages of website development), a Client or a third party of their choosing may wish to edit their website code themselves to make updates, edits or alter the website pages, infrastructure, source files, plugins, code, modify theme files or the website’s architecture. However, the Client agrees that in so doing they assume full responsibility for any issues which occur as a result of the edits/updates. If the Client or a third party of their choosing edits the website and this results in functionality errors or the page displaying incorrectly, then the Vendor reserves the right to quote and/or invoice for work to repair the website.

Illegitimate use of the website:

The Client agrees that if, in Vendor’s sole discretion, they are using the website services in a way that is not legitimate, is not in compliance with this agreement or any law the Vendor may suspend, disable, limit or terminate the website/hosting services or deny Client access to the website without notice, including taking down any of Client’s data or content.

Without limiting the foregoing, the Client agrees not to transmit, distribute, post, communicate or store information or other material on, to or through the website that (a) is copyrighted, unless Client is the copyright owner; (b) reveals trade secrets, unless the Client owns them; (c) infringes on any other intellectual property rights of others or the privacy or publicity rights of others; (d) is obscene, defamatory, threatening, harassing, abusive, hateful, or embarrassing to any other person or entity; (e) constitutes advertisements or solicitations of business, chain letters or pyramid schemes; or (f) contains viruses, trojan horses, worms, time bombs, or other computer programming routines or engines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information.

Website replication rights:

The parties acknowledge that the Vendor may accept projects from other Clients to develop web solutions with the same or similar functionality to the web solution created for the Client and that the Vendor may replicate and exploit all techniques, structures, designs and individual modules of program code used in the creation of the website solution.

Website staging server:

During the website design and development process Vendor may at intervals place versions of the Client’s Website on one of the Vendor’s staging servers so that the Client may view and provide revisions, and approve design concepts and prototypes.

Website migration or removal:

Should a Client wish to migrate their website hosting to an alternative provider or remove their website from Vendor’s hosting, the Vendor will supply any necessary website files and/or logins for migration or take the website down. A website hosting migration or removal charge of $350 will apply. This fee covers the preparation and supply of a website deployment package, clean up and removal of website files from the server and administration. The Client or a third party will be responsible for restoring/migrating the website from the backup provided to Client’s new hosting service provider. The Vendor will not be obligated to do so. It is the Client’s responsibility to ensure that all accounts, products, and assets under Vendor’s management are carefully transferred to the new owner, manager or provider.

Quality assurance testing:

If the Vendor creates a website for a Client, the Vendor will conduct quality assurance testing on the website created. The website will be tested on all of the latest versions of the most popular web browsers provided all relevant technologies are installed. Popular browsers are Chrome, Safari and Microsoft Edge. Firefox/Mozilla and Internet Explorer are not supported. Users of older, less capable or abandoned browsers or devices will experience a design that is appropriate to the capabilities of their software. The appearance of a website may differ slightly from browser to browser, due to the way the browsers render content. The website will be fully mobile responsive and will function correctly on all popular devices such as iPhone, iPad, Android phones and Android tablets. 

The Client understands that given the vast array of browser and device combinations that exist worldwide, it is practically unfeasible to test every conceivable combination of browsers and devices. The Vendor can therefore not guarantee that the website will look the same across all devices. If the Client requires Vendor to test the website on older browsers and/or devices, additional costs may incur and an addendum may need to be issued for the additional design work, development, and testing.

The Vendor cannot accept responsibility for web pages that do not display acceptably in new versions of browsers released after the website has been designed and handed over to the Client. As such, Vendor reserves the right to quote and/or invoice for any work involved in changing the website design or website code for it to work with updated browser software.

30-Day Bug Fix:

For 30 days following the site’s launch, the Vendor will fix any bugs and design or functionality issues related to the website developed in this Statement of Work. The Client is responsible for informing the Vendor within these 30 days of any bugs and design or functionality issues. Providing the Vendor is informed within these 30 days, the bugs/issue shall be fixed at no additional cost. Should the Client inform the Vendor of a bug or design/functionality issue after 30 days from the date of the Website launch, fees may incur. 

The 30-day Bug Fix does not apply to any new features, functionality, content, plugins, extensions, edits, revisions or pages that the Client or a third party adds after launch. If the Client does not host the site with the Vendor, the 30-day bug fix will not apply. If the Client has issues with their website and it is not hosted with the Vendor, and the Client requests the Vendor remedy these, there will be fees for investigation and resolution of website issues.

Website hosting with third parties:

The Vendor cannot guarantee the correct functionality of a website if the Client wishes to use a third-party server. In the event that the Client is using a third-party server, it is the responsibility of the Client and any third-party host to ensure that the server is compatible with the website. The Vendor will not be responsible for configuring a third-party server. 

The Client understands and agrees that if the Client is hosting the website on a third-party server, the final deliverable following a website design and development project will be a zipped folder containing the website files (and database). The Client and/or their chosen hosting provider will be entirely responsible for deployment and for ensuring that the intended fileserver or disk space is properly configured.

The Vendor is not responsible for deployment to any third-party servers. Following the web file download, Vendor will remove the development web files from their server space.

Fees due to third-party hosting providers are the responsibility of the Client and the Vendor is not liable for their payment.

Website hosting with White Rabbit:

White Rabbit offers a web hosting service to host the websites which have been built for Vendor’s Clients. This is recommended in order to ensure ongoing quality of service and successful implementation of the website. The Vendor’s hosting service includes the hosting of the Client’s website files, regular backups and supply of a secure service. 

If the Client has retained the Vendor to host its website, Vendor will charge monthly, quarterly or annual fees. Payment for web hosting is to be made immediately upon receipt of an invoice from the Vendor. Hosting begins the day the Client’s site build begins. If the Client falls into arrears concerning those payments, Vendor reserves the right to suspend or shut the website down and will not be liable for any loss or damage whatsoever arising from such shutdown or suspension. 

The Vendor reserves the right to adjust the prices of hosting plans once per year. The Client agrees that consent to such price increases does not require the consent of the Client.

Hosting fees do not include updates or changes to websites. For ongoing maintenance, one of the Vendor’s website maintenance plans is required. 

Non-payment of website hosting:

Accounts unpaid 30 days after the date of invoice will be subject to service interruption. Such interruption does not relieve the Client from the obligation to pay the amount owing.

In the event of the Client’s website being suspended from the Vendor’s server and the Client requests the hosting service to resume, and has paid the outstanding balance owing, a charge of $250 will apply to reactivate the hosting and will be payable by the Client prior to reactivation.

If the Client’s website has been removed from Vendor’s server, and the Client requests the hosting service to resume and has paid the outstanding balance owing, a charge of $400 will apply to re-upload website files to the server and reactivate the hosting and will be payable by the Client prior to reactivation.

The Vendor is under no obligation to provide the Client with a copy of their data or content if the Vendor has suspended or shut down the Client’s access to the hosting service for their breach in payment. If Vendor provides Client with a copy of their data or content in such circumstances, Vendor is entitled to charge a fee of $750 for doing so which will be payable by the Client prior to the supply of files. If Vendor terminates Client’s account or any hosting service in such circumstances, Vendor may also at their discretion destroy Client’s data or content. If the Client’s data or content is destroyed it may not be recoverable.

Server maintenance and upgrades:

The Vendor can at their sole discretion (and at any time) choose to upgrade or move the Client’s website files to new servers for performance enhancements, routine maintenance or repair, or security reasons. Where Vendor is required to carry out planned modifications and/or maintenance to the services the Vendor will endeavour to complete this with no downtime, or when not possible, minimal downtime with the services resuming as soon as reasonably practicable. If downtime is suspected to occur, Vendor will communicate this to the Client in advance.

Website backup and restoration:

In the event of any unforeseen damage caused to Client websites, Vendor will roll back an earlier backup of the site, at no cost, up to twice per month. In rare circumstances where further rollbacks in a month are required, the Client may incur additional costs. While every attempt will be made in the unlikely event of any corruption, software or hardware failure to restore website data and content, the Vendor cannot guarantee a website to be restored to its original state.

Fair use policy:

A fair use policy is in place for disk space and bandwidth usage. 3GB disk space and 4GB bandwidth per month are considered fair use (the average site with White Rabbit uses under 500MB disk space and under 1000MBs of bandwidth). It does not allow for the Client to use this disk space as a repository for files unnecessary or unrelated to the hosting of the Client’s website. It does not allow for the storage of disproportionately large files in connection to a Client’s website. Media files (images, video, documents) should be optimised according to best practices. Restrictions may be put in place to enforce correct media optimisation.

In rare cases, Vendor may find a Client to be monopolising server resources to such an extent that they may jeopardise server performance and resources for other Clients.

Should Vendor deem a Client’s account as exceeding fair use bandwidth consumption or disk space usage which causes interference with other users, Vendor will notify the Client and discuss alternative arrangements with the Client to remedy the problem. 

However, in such instances where a Client’s bandwidth usage is significantly greater than fair use, the Vendor reserves the right to suspend that site immediately. This policy is only implemented in extreme circumstances and is intended to prevent the misuse of the Vendor’s servers. The Client may be offered an option whereby Vendor continues hosting the website for an additional fee. If the Client does not respond or is unable to be reached, Vendor shall have the right to take corrective actions for exceeding service allocations. Such actions may include assessing additional charges, increasing, or changing services, temporarily discontinuing services, or terminating this Agreement. 

Client cancellation of hosting services:

Hosting fees are non-refundable and are renewed automatically monthly, quarterly or annually to avoid any interruption to the web hosting service. The Client acknowledges and agrees that in order to cancel the hosting plan, they are required to provide the Vendor with a minimum of three (3) months’ written notice prior to the renewal date. The notice must be delivered via email. Simply asking for a UDAI code will not cancel the Client’s hosting payments. Payments will continue until 3 months after the date of the written notice of cancellation is received.

Vendor cancellation of hosting services:

The Vendor reserves the right to terminate the hosting agreement for any reason and will provide the Client with a minimum of 14 days notice of that change. The Vendor will always honour the remaining hosting period currently paid in advance. Termination for hosting accounts that are overdue by 30 days or more, may have immediate effect.

Search engine submission:

The Client understands that search engines are independent companies that select and rank sites using their own criteria. The Vendor cannot guarantee and takes no responsibility regarding appearance and position on search engines. Acceptance by any search engine cannot be guaranteed and when a site is accepted, the time it takes to appear in search results varies from one search engine to another. Rankings will also vary as new sites are added or existing sites are optimised.

Website optimisation for search engines:

The Vendor will, as part of setting up the Client’s website, endeavour to make the website “Google friendly” in order for the website to be accessible to search engines. This includes employing industry best practices for website design and development, such as optimising page load speed, utilising clean code structure, implementing appropriate meta tags, and ensuring responsive design for mobile devices.

However, the Client agrees that the Vendor cannot and does not guarantee where and when the website will be ranked.

The Client understands and acknowledges that achieving high search engine rankings and optimising the website for targeted keywords require ongoing efforts and expertise beyond the scope of the initial website design. The Client acknowledges that for search engine optimisation, one of the Vendor’s SEO plans is required to be purchased. 

Search engine optimisation (SEO) plans:

The Vendor will perform the SEO services utilising best practice strategies and up-to-date techniques and will make recommendations to best achieve the Client’s goals, but cannot guarantee results. The Vendor does not warrant that this effort will be successful nor can they warrant the time that the position in a search engine will be held. The Client acknowledges that Google and other search engine algorithms are constantly changing and evolving their formulas and that the Vendor has no control over these changes. 

The Client acknowledges and agrees that where they have purchased SEO services from Vendor that the Vendor will not be held responsible regarding the following: any changes (adverse or otherwise whatsoever) in Client’s website rankings as a result of changes made by a search engine to its formulas for ranking a website or a webpage, duplicate content found on the website, the website is blacklisted due to written content or images on site, and effectiveness of keywords/keyphrases. 

GoogleAds Campaigns:

The Client acknowledges that while the Vendor has expertise in online marketing and search engine optimisation, the degree of success of GoogleAds campaigns is both subjective and dependent on factors that are outside of the Vendor’s control. Accordingly, the Vendor is unable to guarantee the success of any GoogleAds campaign undertaken on behalf of and/or for the Client.

The Client acknowledges and agrees that in order to cancel the GoogleAds campaign management, they are required to provide the Vendor with a minimum of three (3) months’ written notice. The notice must be delivered via email. Payments will continue until 3 months after the date of the written notice of cancellation is received.

In the event that the Client wishes to take over their GoogleAds marketing account/s at the end of a marketing campaign, or where the Client terminates the campaign, the Client acknowledges that the Client will incur a fee for the transfer of the online marketing account/s and this fee will be payable in full in advance of the transfer.

From time to time, Clients may choose to pause the GoogleAds online marketing campaign/s set up and managed by the Vendor. The Client acknowledges and agrees that where the Client’s marketing campaign/s is/are paused, the Client will continue to be liable for Vendor’s monthly management fee.

Third-party software disclaimer:

The Vendor does not provide any guarantee or warranty whatsoever on any alone platforms, software or CRMs or any third-party software that is used in the construction of the website including the code used in Open Source content management systems, extensions, plugins or commercial premium WordPress plugins or themes. Any ongoing license fees are the responsibility of the Client. The loss, cancellation or otherwise of the platform, software, CRM, plugin, extension or other subscription services, brought about by non or late payment is not the responsibility of the Vendor. The Client should keep a record of the due dates for payment to ensure that payment is received in good time. The licensing and intellectual property rights will be those that are attached to the software and copyright of that software and will be retained by the original software developer(s). 

Acts of intolerance:

The Vendor proudly offers a welcoming and tolerant environment for its diverse staff and Clientele. Any acts of intolerance including but not limited to abuse, harassment or threats, discriminatory acts in regards to race, gender, religion and/or orientation, verbally or in writing, directed at White Rabbit’s team members will result in immediate termination without any refund. The Vendor also reserves the right to deny any further access to support, services provided and any further communications.

Independent contractors:

Nothing in this Agreement shall be construed to make the parties hereto partners, joint venturers, representatives, or agents of each other, nor shall either party so represent to any third person. The parties hereunder are acting in the performance of this Agreement as independent contractors engaged in the operation of their own respective businesses. A party’s employees, agents, or representatives are not employees or agents of the other party and are not entitled to any of the other party’s benefits. Neither party shall be responsible for payment of the other party’s workers’ wages, compensation, disability benefits, sick leave or unemployment insurance, nor shall it be responsible for withholding or paying employment-related taxes for the other party or its employees. Notwithstanding the above, as provided for herein and in any Statement of Work, Vendor is authorised to act as the Client’s agent in purchasing the materials and services required to perform work on the Client’s behalf.

Subcontractors and freelancers:

The Vendor reserves the right to hire subcontractors, freelancers or other companies in whole or as part of a project should the need arise. Any outsourced job remains the property/responsibility of the Vendor and such services are deemed to be carried out ‘indirectly’ by the Vendor. As part of larger projects which involve 3rd parties commissioned directly by the Client, the Vendor will not be held responsible in any way for services not carried out/managed directly or indirectly by the Vendor.

Electronic communications:

Client agrees to receive electronic messages from Vendor. The Client agrees to receive electronic commercial messages from the Vendor. Vendor will not send messages to the Client should the Client opt out of receiving electronic messages from Vendor.

Client’s Property:

Client’s property and all property supplied to the Vendor by or on behalf of the Client will be held, worked on, and carried at Client’s risk. In the case of property and materials left with the Vendor without specific instructions or a lack of communication for 21+ business days., we shall be free to dispose of them and to accept and retain the proceeds, if any, to cover their costs in holding and handling them.

Contact details:

If any of the Client’s contact details change, they agree it is their responsibility to promptly provide the Vendor with their new contact details. The Vendor will send the Client invoices, notices and other communications to the last known contact details the Client has given to Vendor. It is the Client’s sole responsibility to check their emails regularly, including their spam folder, to ensure timely communication. The Vendor will not accept responsibility for the successful receipt of email messages.

Privacy policy:

The Vendor respects Client’s privacy and personal details. Any information supplied to the Vendor during the performance of the Statement of Work will be solely used for that purpose and not disclosed to any third parties without the written consent of the Client. The Client’s email address will be added to the Vendor’s mailing list in order to provide updates, promotional offers, and relevant information related to Vendor’s products and services. The Client is welcome to unsubscribe from this list at any time.

Governing law:

This agreement shall be interpreted in accordance with the laws of New Zealand. The parties submit to the non-exclusive jurisdiction of the New Zealand Courts.

If the Client acquires the services for the purpose of a business, they agree that the provisions of the Consumers Guarantee Act 1993 do not apply to the service provided.

Language:

All communications between the parties must be in English.

Remedies:

In the event of a breach or threatened breach of this Agreement, Vendor shall be entitled to a temporary and/or permanent injunction restraining such breach, and the prevailing party in any such action shall further be entitled to recover all legal fees reasonably incurred in establishing such violations of this Agreement and any damages. In addition to the foregoing injunctive relief, in the event of Client’s breach of this Agreement, Vendor shall be entitled to all other remedies available to it under law or in equity.

Vendor ceases operations:

If White Rabbit ceases operations, files for bankruptcy protection, is the subject of the appointment of a receiver, or for any other reason, ceases to control White Rabbit before the work on this contract is complete, all related work product shall be immediately delivered to Client and the Statement of Work shall be cancelled forthwith, without further recourse or payment.

Provision replacement and enforcement:

If any provision of this agreement is held to be invalid, illegal or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The Parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision. The validity and enforceability of the other provisions of the agreement shall not be affected. The waiver by either Party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.

Waivers:

The failure of a party to enforce the provisions of this Agreement shall not be construed as a waiver of any provision or the right of such party thereafter to enforce each and every provision of this Agreement.

Right to modify terms and conditions:

These Terms and Conditions supersede all previous representations, understandings or agreements. To maintain the quality of Vendor’s service to their Clients the Vendor reserves the right to change these Terms and Conditions and the nature of their services at any given time.

Changes to terms and conditions:

The Client agrees to be bound by any changes to these terms and conditions as may be revised and updated on Vendor’s website from time to time and that it is the Client’s responsibility to keep informed of these changes.  All changes are effective after 14 days from the date they are posted on Vendor’s Website. The Client’s continued use of the service following the posting of revised terms and conditions means that the Client accepts and agrees to the changes. The Client is expected to check this page frequently, so they are aware of any changes, as they are binding on the Client.

Read and Understood: Each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions.