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Terms and conditions

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.

 

Price and payment terms: 

Client agrees to pay Vendor the amount(s) set for in the statement of work or invoice. Reimbursable items (e.g. stock imagery, website plugins, etc) will be pre-approved by Client and will be due upon receipt of invoice. Vendor is entitled to all costs and solicitor 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 time, as such the client will be charged a proposed fixed fee or our standard hourly rate of $220 + gst per hour

 

Mutual indemnification: 

The Parties shall defend, indemnify, and hold the other Party, its subsidiaries or affiliates, and it’s or their shareholders, directors, officers, employees or agents (collectively, the “Indemnified Parties”) harmless for any 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.

 

Changes: 

The Client shall be responsible for making additional payments for changes requested by the Client to the original assignment. Additional changes greater than $750 + gst must be approved by Client in writing. However, no additional payment shall be made for changes required to conform to the original assignment description.

 

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 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. 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.

 

Expenses:

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

 

Severability: 

The terms and provisions of this Agreement are severable, and should any term or provision hereof be declared or determined by any court or other governmental body or organisation to be void, voidable or unenforceable under any applicable law, such void, voidable or unenforceable term or provision shall not affect or invalidate any other term or provision of this Agreement, which shall continue to govern the relative rights and duties of the parties as though the void, voidable or unenforceable term or provision were not a part of this Agreement. In addition, it is the intention and agreement of the parties that all terms and conditions hereof be enforced to the fullest extent permitted by the law.

 

Ownership:

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, 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.”   

 

Portfolio rights: 

Vendor retains the nonexclusive, perpetual and worldwide right to display, reproduce and distribute the designs in Vendor’s portfolio, social media, print collateral, digital files, website, and third-party trade publications, awards or exhibits, solely for the purpose of promoting or exemplifying Vendor’s work, and the right to be credited with copyright ownership and authorship of the designs in connection with such use. 

 

Confidential information: 

All information relating to Client that is known to be confidential or proprietary, or which is clearly marked as such, shall be held in confidence by Vendor.

 

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 infringes upon the rights of others.

 

Limitation of liability: 

Client agrees that it shall not hold the Vendor or their agents or employees liable for any incidental or consequential damages that arise from the Vendor’s failure to perform any aspect of the Project in a timely manner, unless such failure was caused by intentional or negligent acts of the Vendor or a third party.

 

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.

 

Dispute resolution: 

Any disputes arising out of this Agreement shall be submitted to binding arbitration before a mutually agreed­ upon arbitrator pursuant to the rules of Mediators’ Institute of New Zealand. The Arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction thereof. The non-prevailing party in any dispute shall pay all arbitration and court costs, reasonable solicitor’s fees, and legal interest on any award of judgment in favour of the prevailing party.

 

Analytics: 

Client agrees that the Vendor can install Google Analytics tracking to monitor the success of the product or service (if projects are web related). 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.

 

Mutual non-disclosure: 

Client and/or Vendor (“Receiving Party” and/or “Disclosing Party”) shall hold and maintain all confidential information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving party shall carefully restrict access to confidential information to employees, contractors, and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party’s own benefit, publish, copy, 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.

 

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 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 Vendor; or 
  • Hire any prospective, current or former contract labourer of Vendor.


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 a change order with adjustments to both budget and timeline.

 

Revisions:

The Client is entitled to the number of rounds of feedback and refinement to any deliverables as detailed in the statement of work, invoice or email correspondence. If the number of rounds has not been specified, the client is entitled to two rounds of feedback. The client understands that the feedback and refinement process is to consist of minor alterations to the existing design. Any feedback 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) would require a completely new concept to be produced; or d) would increase the scope of work agreed to by White Rabbit for the Project. If the feedback and refinements required by the Client do not meet the quoted instructions, additional charges may be incurred to the Client.

 

30-Day bug fix:

For 30 days following the launch of the site, we will fix any bugs that relate to the website developed in this statement of work. The 30-day Bug Fix does not apply to any new features or site pages that the client adds after launch, or issues caused by the client’s hosting environment.