Terms of Trade
Now for the paperwork.
We enjoy successful relationships through mutual honesty & respect. To avoid mis-communications, we ask you read and understand our terms of trade prior to engaging in work with us. If you'd like to chat about any of these please don't hesitate to talk to us. We're here to help versus hinder.
Company = Swordfox, Client = You
All quotes the company provide are subject to sight of final material.
If the company produces the work required under the quoted time and from the original quote supplied, this will be deducted from the client's invoice.
We have a minimum charge out time of 15mins in order to cover standard operating costs.
In quoting for work, during this speculation phase, time is incurred and may be charged as billable.
If client brief changes after the commencement date of your project and goes outside the boundaries of the quotation this may incur additional charges.
The company's quotes do not include the cost of naming concepts, copywriting, stock photography, illustrations, image manipulation, typing, scanning, and any other intermediary materials specifically required for the completion of the client's order, unless otherwise stated. These include but are not limited to travel, supplies, equipment, phone charges and any other third party expenses relating to the services.
Changes requested by the client after the website home page design phase, website sub-page design phase and/or a website is set live can incur additional charges.
With regard to content population for both websites and print, we take your initial supplied text and imagery as official and correct and any alterations to this after the site has been populated can incur additional charges.
When requiring us to select stock photography we charge for image search time. If you don't end up using images from our selection, search time is still charged for.
Whilst a high degree of accuracy is applied in interpreting your brief for purposes of quoting, it must be accepted that there is a reasonable degree where written or verbal communication can be mis-construed. Based on this, the company have the right to requote for the client.
All quotes are valid for 30 days from date of quotation.
Between the hours of NZ 6:00pm & NZ 9:00am is classified as our After Hours period. Requests for work during this After Hours period are charged out at an hourly rate of $220 + gst. Due to limited services, we may not be able to provide a quote prior.
All projects completed by the company can be displayed on our print & online portfolio without prior consent from the client.
Quotations are based on the costs prevailing at the time of quoting. The quoted price shall always be subject to amendment in recognition of the movements in these costs after quotation date.
Web 'development' hourly rate varies for website projects and amendments/updates.
Quotations shall be based on specifications supplied by the client at the time of quoting and any deviation from these specifications may result in additional charges.
Client's corrections on and after the first proof including alterations in style, shall be an additional charge.
Client's Experimental Orders
Work of an experimental nature prepared at the client's requests shall be considered an order and charged for accordingly.
Company's Speculative Work
Ideas, concepts, sketches, dummies, designs (whether verbal or written) submitted by the company on a speculative basis will remain the property and no use shall be made nor any idea obtained therefrom be used, without the agreement of the company in writing.
The company shall not be held liable for errors or omission arising from an oversight or mis-interpretation of a client's verbal instructions.
No guarantee shall be given to exactly match a print production with a colour proof because of variances in proof preparation methods and substrates. However, the company shall at all times endeavour to provide the client with a commercially acceptable interpretation of the proof.
The company will not be held liable for errors in print, branding, or web where a proof or an authorisation of activation has been approved by the client. All proofs, including proofs subsequent to amendments or alterations shall be charged to the client.
Client's Property and Property Supplied
Client's property and all property supplied to the company by, or on behalf of the client shall be held at the client's risk. Every care will be taken to secure good results where the materials or equipment are supplied by the client.
If any change or correction is necessary in order to supply properly finished work the additional work shall be at the client's expense. Responsibility shall not be accepted for sub-standard work caused by defects or unsuitability of such materials or equipment. Where the client supplies material, adequate supplies shall be furnished to cover spoilage as agreed with the company.
Intellectual Property and Confidentiality
Back End and Back End Software - the company owns and retains all rights including intellectual property rights subsisting in the Back End and Back End Software, meaning the technical structure and administrative interface of the client's website which allows it to function as a website and which gives the Front End (amongst other things) its interactive and search functions. For the avoidance of doubt, the Back End does not include the Front End.
Front End - Provided that the client pays all amounts owing to the company under this agreement, the client shall be the exclusive owner of all intellectual property rights subsisting in the Front End, being the content of the client's website that is visible on a computer screen and includes all data and information supplied by client and incorporated within the client's website, all templates and links incorporated within the website and the look and feel of the website, but excludes the Back End and Back End Software.
The client cannot:
1. Modify, merge, distribute (for free or for sale) or sub-license the any of the company's Software.
2. Reverse assemble, reverse compile or otherwise translate the Software.
Ownership - The company retains ownership of its software, software development tools, development methodologies, techniques, styles and design tools used in providing the services. If ownership of the Front End site changes hands, the terms of this agreement transfers to the new owner until such time as the new owner signs a new agreement. The client agrees to notify the new owner of the terms of this agreement and also notify the company of change of ownership. The company will dispatch a new agreement within 30 days of being notified, to be signed by the new owners.
Confidentiality - The company will keep confidential all business information supplied by the client to assist the company with the provision of services under this agreement. In turn, the client agrees to keep confidential the company's software, development methodologies, techniques, styles, costs, and design tools that may be disclosed in the provision of the services provided pursuant to this agreement. The company reserves the right to withdraw its license and services without notice if it believes there has been a breach in confidentiality.
Holding Press to Client's Instruction
Presses held awaiting a client's instructions shall be at an additional charge for the time standing.
Suspended Work on Client's Instructions
The suspension of any work on client's instructions for a period of 30 days or more shall entitle the company to payment in full for all work in progress at the time of suspension. The company may revise the quotation of the uncompleted portion of the order before proceeding.
Cancellation of Projects and Orders
Projects and orders shall not be cancelled except upon terms which compensate the company for all service and product expenses incurred and otherwise protect the company against loss of earnings and/or product recovery.
Client Absence on Projects and Orders
Where a client becomes absent from a project or order, projects and orders shall be considered cancelled. Cancellation must compensate the company. Compensation is to cover loss of earnings and/or product recovery due to; holding assumed or communicated time schedules to carry out your project, labour, service and product expenses.
Absence is considered lack of communication for a period of 2 months or longer (from date of initial engagement of services or placement of orders).
Unless specified, delivery of goods will be to the company's premises.
Should urgent delivery be required, all charges incurred will be at a cost to the client.
Any complaints for service or product must be made in writing or via email (with proof of delivery in the event it is not received) within 10 working days of receipt of product. Beyond this, no claim shall be recognised.
The company shall not be held liable for any indirect or consequential loss or for the loss to a client arising from third party claims occasioned by errors in carrying out the work or by delay in delivery or malfunction.
Whilst we do our utmost, no warranty shall be given or responsibility accepted by the company to ensure that goods produced comply with the requirements of any such legislation relating to the making and/or labeling and/or packaging of goods. Compliance with the requirements of any such legislation shall be the sole responsibility of the client.
Limitation of Liability
In no circumstances does the company accept liability for any direct, indirect or consequential loss, whether loss of profits or otherwise, even where the company has been notified of any such potential loss. In particular, but not limited to, the client agrees that the company, its employees and contractors have no liability to the client or any other person for any losses, costs, or damages that may be caused by:
The client's use of the company's services or information provided by the company.
Any inability on the company's part to provide reliable service due to external influences or those beyond its control.
Any “content” (text and photos) that the company or the client may have placed on the client's website, including but not limited to any disputes regarding intellectual property rights.
The unauthorised access of customer data or payment details either stored or transferred from the client's web site (it is not permissible to store credit card information online).
The lack of a backup of the client's website – backup is provided on a daily basis by your host. The company will have a separate agreement with your host containing the terms of your hosting contract. All hosting services are the hosting company's responsibility.
Any technical problem, including but not limited to viruses, hackers and hardware failure.
Any act or omission by the client in breach of this agreement.
Service Provision - We strive to provide reliable web based solutions. If service quality problem is experienced, the company will do its very best to resolve it to the client's satisfaction as soon as possible after notification. The client must advise the company of any problems or errors relating to our service and/or the web site immediately after those problems or errors come to the client's attention.
Testing/Risk of Use - All our software has been extensively tested however we cannot guarantee that errors will not occur or unexpected results will be produced. The client has final responsibility for thoroughly testing and approving ALL aspects of a web site including site structure, navigation, contact forms, and all other site components. The client's use of any software component on the web site is entirely at the client's risk.
Security – The client will take all reasonable care when editing, updating or amending its website, including but not limited to refraining from providing login details to third parties, choosing passwords which are not birthdays or other easily identifiable passwords, and logging out as soon as practicable when editing is completed.
No Warranty - The software components are provided "as is" and without any warranty or representation whatsoever, express or implied, other than those imposed by law.
Hosting & Domain Names
The company have dedicated servers located in Auckland fully managed by our reputable hosting provider.
The company's hosting provider guarantees at least 99.9% server availability for hosting. Web hosting availability is defined as the ability to retrieve the HTTP headers from the hosting server, calculated on a monthly basis. The company monitor's the server availability as a whole, not that of individual sites. Denial of service attacks or other types of attacks directed toward the web server resulting in or contributing to downtime will not be included in web hosting availability calculations.
The notification for attaching a domain name to a web site (ie. making the website "Live") must be given at least 5 working days prior to the required "go-live" date. Domain name propagation takes on average 24-72 hours for changes to domain names to become visible on the internet.
Please refer to Hosting Direct Limited SLA online for further information.
Invoices for Web Hosting & Domain Names are billed annually in advance & are non-refundable.
Web Hosting can be billed & paid for monthly upon request.
Domain names are automatically renewed every year unless instructed otherwise. If you wish to cancel a domain name, please advise Swordfox 3 months prior to the Domain Name's expiry date.
Email Hosting & Account Setup
Initial account setup for email addresses is free of charge on up to 2 devices per address.
Additional email setup help may incur charges, eg. Re-setup on a new or existing device, fixing settings or trouble shooting when inadvertently changed.
Suitability of Goods
No guarantee shall be given or implied that the goods supplied at the clients instructions or designed by the company to those instructions are suitable for specific market requirements.
Illegal or Libellous Matter
The company accept the right to refuse working with and/or publishing (in print, or electronically) material which as deemed by us, may be illegal or libellous in nature or in breach of the Fair Trading Act 1986 or any other stature or any provision thereof.
The company shall be indemnified by the client in respect of any claims, costs and/or expenses arising from or out of any illegal or libellous matter or any breach of the Fair Trading Act 1986 or any other statute or any infringement of copyright, patent or design.
Where projects require a 50% deposit prior to commencing work, the remaining 50% is due prior to printing a project or setting a website live.
For projects exceeding two months in length, progress payments are required to be settled on the due date of the invoice.
Unless prior arrangements have been agreed upon between the company and client, payment of the client's account is due in full, on or before the specified date on the invoice.
All international transfers, where transfer fees apply, are chargeable to the client and shall not be deducted from the any part of the quotation.
Late payments will be charged at an interest rate of 10% per month for each month and at any time over the due date for the total sum of the invoice and/or may result in loss of goods, deactivation of web site and/or loss of domain name.
The company also reserves the right to limit credit facilities were an overdue account exists and the client will be liable for any costs (Solicitor/Debt/Collection Agency) that may be incurred in the process of recovering an overdue account.
All goods remain the property of the company until full payment has been received.
The company shall in respect for all unpaid debts due from the client have a general lien on all the goods and property in the company's hands and the printer shall be entitled upon the expiration of 14 days notice, to dispose of the goods or property as the company thinks fit and apply the proceeds toward such debts.