Terms and conditions
Creative Services, Logo Design, Graphic Design, Website Design & Development, Advertising, Printing, Signage, eMedia, Promo Items, Photography, Copyrights and Trademarks
The following terms and conditions are a legal agreement between AXDC // Absolute XDC hereafter referred to as ‘AXDC’ with ‘us’, ‘we’, and ‘our’ having a corresponding meaning and you hereafter referred to as the ‘Client’ with ‘you’ and ‘your’ having a corresponding meaning.
Any instructions received by us from the Client for the supply of product and services, shall constitute acceptance of the terms and conditions contained herein. Having accepted our product and services you are deemed to have accepted our terms and conditions which are also freely available from the website.
If at any stage you cannot read and or understand any part of these terms and conditions please contact us immediately.
Pricing is by estimate only due to the nature of implementation, projects and delays beyond our control, data cleansing, layout or database changes, technical issues such as with the IT environment, database and template conversions and such like. Unless otherwise specified, prices estimated in the final proposal are based on the specification and briefing provided to us. This cost estimate excludes the development and deployment of any specialised graphic elements other than those specified.
Estimates are valid for 30 days from date of issue.
The final charges may vary if the scope of the project is changed after the estimate is accepted and consent to begin the project is given by the client and will be charged separately. This may include any additional concepts, amendments, edits and any additional liaison other than with the primary client. Or issues beyond our control or where it is necessary to utilise the services of outside organisations, sub-contractors or specialists in order to undertake any part of our services, will not be included in the original estimate and will be discussed with you and charged separately.
A 50% deposit of the estimated amount is to be paid prior to commence of any project with the balance payable prior to delivery or in the case of a website, prior to the website going live.
Progress payments will be invoiced throughout the project and will be payable by the due date. In the event payments are not received by the due date the job will cease until the payment has been received.
Interest and Legal Expenses
If you fail to make a payment by the due date you willl be liable to pay us:
A. Default interest on the amount outstanding calculated at principal bank lending rate plus 5% per month and shall accrue after as well as before judgement.
B. All expenses, including collection costs from obtaining the services of a debt collection company and/or legal fees in relation to any overdue amount will be added to the clients account and the client is liable for its payment.
PPSA “Personal Property Securities Act 1999”
You agree that the provisions herein constitute a security interest in personal property (as those terms defined in the personal property securities act 1999 (“PPSA”) in respect of which the service provider may register a financing statement on the personal property securities register. The client hereby waives its rights contained in sections 116, 119, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.
Copyright, Intellectual Property Rights and Ownership
Experimental work, preliminary sketches, dummies and other creative work including intermediate and penultimate materials and any resultant goods remain the property of us unless separately identified and provided for as part of the quoted price. You shall not use any proposal or idea from us for content medium, layout or presentation until such work has been paid for. Other than for the promotional use of us, all services provided shall be for the exclusive use of your said purposes only. Designs and adverts may not be used for other promotional items, website or printed materials without permission. Upon payment of all invoices, reproduction rights for all approved final designs created by us shall be outlined in the Project Proposal/Quote. You agree to allow us to place a small credit on printed material, exhibition displays, advertisements and/or our own website or on the customer’s website. This will be in the form of a small logo or line of text placed towards the bottom of the page. You also agree to allow us to place websites and other designs, along with a link to the client’s site on our own website for self-promotional purposes.
Samples both printed and electronic, may be kept for the portfolio & website for promotional activities to benefit us both. Any Scripts, applications or software written by us, unless otherwise agreed, remain the copyright of ours.
We cannot be responsible for any copyright breaches caused by materials submitted by the client. We reserve the right to refuse to use material supplied by you if it is suspected that the material is subject to copyright unless you can prove otherwise.
Intellectual property rights to all information, templates, documents, resources etc supplied to the client by the designer remain our property (unless permission is granted in writing or are open source).
Neither party may assign any of its rights or obligations under this agreement without the prior consent of the other party.
Logos, Images and Photography
If your master logo is not supplied to us in a suitable vector format, for example a .PDF (Portable Document Format), an .ai (Adobe Illustrator), or an .EPS (Encapsulated Postscript) file, then we are required to source, remake or reformat the logo for our purposes and this service will incur additional costs dependant on the nature of the work required and unless otherwise agreed.
We request our clients provide us with sufficiently high resolution images for the particular project. Normally 300 dpi or greater. If we are required to source, supply, retouch or reformat images or contract a photographer, this service will incur additional costs dependant on the nature of the work required and unless otherwise agreed.
Website and Graphic Design
Your website may be based on a template. The template can be customised to suit your needs, any major changes to the template after the project has commenced may incur an additional charge.
Designs must be approved in writing prior to the project commencing.
Up to six web pages of content will be loaded into your website. If additional web pages need to be loaded in, this will incur a charge based on our hourly rate at the time. Alternatively, you may enter the content yourself if you have purchased a package which includes a Content Management System (CMS), minimal training provided.
Up to 65 images can be loaded into image galleries per website. Additional images will be added for a fee based on our hourly rate at the time.
All images, graphics and content are to be supplied by you at your expense. Some content may be provided by us at an additional price.
We ensure that your website will function correctly on the latest versions of the most popular browsers. Internet Explorer versions 6 and 7 are not supported. If required, your website can be modified to function on these web browsers and will incur a charge based on our hourly rate at the time.
We take no responsibility for any third party software’s functionality or compatibility that you wish to have integrated into your website. Integration of third party software can be done and will incur a charge based on our hourly rate at the time.
The background of the website will appear differently between computers and mobile devices, dependent on the screen resolution set.
Colours and fonts differ between computers and mobile devices, dependent on the monitor, browser and whether the person viewing the site is on a mobile device.
We may choose to feature your website in our portfolio in which case a discreet ‘Website by XDC’ will be displayed on the footer of your website unless requested otherwise.
After website completion, if you or third party on your behalf edits or updates the website, they do so assuming full responsibility for any issues which occur as a result of changing the code themselves.
If you or a third party on your behalf make changes to the website’s code, we reserve the right to quote for work to repair the website.
You will receive 30 minutes of free maintenance per month when you host with us in most cases.
Services we can perform under free maintenance include:
• Editing (inputting, removing, changing) text supplied by you on web pages.
• Inputting or removing images supplied by you.
• Creation or deletion of web pages (Excludes ‘Basic’ and ‘Intermediate’ packages).
• Creation, deletion and password changes of email accounts.
• Adding email forwarding.
• Adding up to two new blog posts (if applicable) on behalf of you. (All content must be supplied).
• Minor design changes (e.g. changing font size and/or colour).
• Sending website statistic reports upon request.
Services we do not perform under free maintenance include, but are not limited to:
• Major design or layout changes.
• Integration of third party applications.
It is at the discretion of us as to what services can and will be performed as part of the 30 minutes of free maintenance.
Free maintenance minutes do not accrue and any unused time expires at the end of each month block.
The effective application of your website on a hosting server is a complex process and although it will work perfectly on our hosting environment it may not work as efficiently on third party hosting. The client agrees to take all legal responsibility for use of third party hosting and hereby agrees to indemnify and save harmless us from any claim resulting from your publication of material and use of the domain name, hosting and email services. The back up of your email content is your responsibility.
Website hosting is charged in one month blocks.
A fair use policy applies to disk space and bandwidth use. 1GB of disk space and 5GB of bandwidth is considered fair use for a website. Most websites use much less than these amounts. Additional charges may be incurred by you with bandwidths or disk space larger than the fair use policy amounts.
We will make all reasonable efforts to ensure website loading speed and uptime is at optimum levels.
Website Search Engine Optimisation
Factors such as keyword competition and popularity can have a significant effect on your website’s page rankings. If we do not suggest certain keywords, which are chosen to be optimised by you, we take no responsibility for the effect this may have on your website’s page rankings.
We perform Search Engine Optmisation (SEO) techniques to primarily get your website ranking higher on Google. While we ensure that it will perform quality SEO techniques and best practices, we cannot guarantee that the website will become listed any higher on search engines.
Proofs, Errors and Liability
We provide no guarantee that colour copies or production prints will exactly match colour Proofs because of variation in Proof preparation, monitor displays and variations in methods and substrates.
We will however use our best endeavours to provide a commercially acceptable finished dummy product or Proof of the finished product.
While we take all care to avoid errors, we accept no responsibility for typographical errors, spelling mistakes, or incorrect information on any project approved by you. No refunds or reprints are given after a final approved design has gone to print due to oversights by your proof reading. We are not liable for any artwork that has been signed off by you and you indemnify us against all mistakes, infringements, liabilities and damages after that point of the process. In the event we make any error or omission in the services provided to you, our liability is limited to the invoiced value of the project in which the error was made.
Changing any details whatsoever after signing off the Final Proof, whilst at the printer (changing artwork etc), attracts an additional fee from the printer and is payable by you.
Electronic Images and/or Files
It is your responsibility to retain a copy of any electronic image or file supplied by you to us. We are not responsible for accidental damage to any electronic material supplied and such material is held at your risk. We may charge for any additional translating, conversion, manipulating or programming needed to utilise your files or images supplied and such charges shall be in addition to the quoted price.
While we take all due care to ensure that only the most reliable and well supported Plugins are used when building your site, the nature of open source software means that we cannot guarantee a plugin will be supported long term. On the unusual occurrence that a plugin stops functioning correctly due to an open source upgrade or is no longer supported by the developer, it may be necessary to install a replacement plugin. If this happens within six months of the website going live we will find and install a suitable replacement plugin at no charge. After that period you can replace the plugin yourself or we can do it for you for a nominal charge. We cannot promise the operation of the website in relation to as yet unreleased versions of an open source plugin, themes and extensions. This is due to the fact that we do not know how web technology or software function may change in the future. Unless otherwise contracted to us, the responsibility for updating open source, themes, extensions and plugins is the responsibility of the client.
On receipt of full payment the website is owned by you, however the hosting site is owned by us and all fees applicable to hosting of your site are payable and will commence 30 days from when the website is made live. We reserve the right to temporarily suspend your website if any invoices pertaining to the website are not settled. We also reserves the right to charge a reconnection fee of approximately $55 plus GST.
Delivery of the Goods
Delivery and acceptance of goods to your designated address both physical and electronic is deemed to be a delivery of the Goods to the Customer. The costs of carriage and any insurance will be charged to you and is not covered in the quote. Delivery of the Goods to a third party nominated by the Customer is deemed to be delivery to the Customer for the purposes of this agreement.
In the event of cancellation or termination, you will be invoiced for all outstanding work on this project, any print, web or third party costs & consumables to date. We may cancel delivery of Goods and Services at any time before the Goods are delivered by giving written notice. On giving such notice we shall promptly repay to you any sums paid in respect of the Price for those Goods. We shall not be liable for any loss or damage caused to you.
If you cause a serious delay, a delay penalty or a restart fee may be charged by the printer and in some cases close to print deadlines, the project may be removed or both. This is at the discretion of the printer and us and is payable by you.
Website Design Post-Completion Alterations
Once the web design and development is complete XDC will provide the customer with the opportunity to review the resulting work, usually on the development server before going live. XDC will make one set of minor changes at no extra cost within 14 days of the start of the review period. Minor changes include small textual changes and small adjustments to placement of items on the page. It does not include changes to images, colour schemes or any navigation features. Any minor changes can be notified to XDC by e-mail. XDC will consider that you have accepted the original draft, if no notification of changes is received in writing from you within 14 days of the start of the review period.
We are required to act within:
The data protection act 1998.
Privacy act 1993.
The fair trading act 1986.
Consumer Guarantee Act 1993.
Unless the goods or services are for commercial use, then the CGA does not apply.
Exemption or Limitation from Liability Where Permitted by Law
Except in the event of proven wilful default or dishonesty by us, you indemnify us from and against all actions, claims, demands, losses, costs, damages and expenses (including, without limitation, reasonable legal costs on a solicitor/client basis) incurred by us as a direct or indirect result of performing the services. If we are liable to you, whether in contract, tort or otherwise, that liability will only extend to any direct loss, up to the value of the quote, as a result of breach by us of our obligations to you.
Subject always to the provisions of the privacy act 1993.
A. You permit us to collect, use and retain information concerning you, for the purpose of assessing your credit worthiness or to enforce any rights under this contract.
B. You permit us to disclose information obtained to any person for the purposes set out in clause (A) of this section.
In the event of a dispute you must immediately notify us giving details of the dispute. You agree that both parties acting in good faith will then endeavour to resolve the dispute. In the event the dispute or difference cannot be agreed to, both parties agree that a mediator will be appointed. If the dispute is not settled by mediation within 30 working days of service of notice of the dispute by any party, or such further period as the parties agree in writing, the dispute shall be referred to and finally resolved by litigation.
If any of these Terms and Conditions are held to be invalid, void, unenforceable or illegal for any reason, such provision shall be deemed to be severed from these Terms and Conditions and the remaining Terms and Conditions shall continue in full force. We reserve the right to review these Terms and Conditions at any time and from time to time make changes.
We make no warranty, express or implied as to the fitness for a particular purpose due to such other issues beyond our control which may affect the final result. Subject always to New Zealand law.
Acknowledging acceptance by either ticking the “acceptance of terms and conditions” box on the website, signing this hard copy, having accepted our product and serves or accepting our estimate via email, phone or verbally, you are deemed to have accepted our terms and conditions as they appear here and on the website and means you the client are deemed to have signed and accepted these terms and conditions.
Having accepted our product and serves you are deemed to have accepted our terms and conditions.