1 Terms: These terms are the terms on which goods are supplied and services are provided notwithstanding anything to the contrary in any other specification, tender, quotation, contract or acceptance document. No form of acceptance contrary to the below terms will be effective to alter the terms on which we have agreed to provide goods and/or services.
2 Quotation/Work Specifications: All requests for goods and/or services must be in writing. We will not be liable for errors or omission arising from an oversight or a misinterpretation of a verbal instruction from you. Quotations shall be based on specifications supplied by you at the time of quoting. Any changes to the specifications and/or content of the project must be requested in writing and may result in increased costs. We will endeavour to keep you advised of any such altered charges.
3 Price: The prices specified for the goods or services are based on your request for quotation or order. All prices are quoted in $NZ unless otherwise specified and are exclusive of delivery and insurance costs (if any). Insurance and delivery costs (if any) will be added to the price. Any quotation we give may be withdrawn at any time, and will become null and void if not accepted by you in writing within 30 days of the date of quotation. Prices quoted are based on rates applicable on the date of quotation. We reserve the right to pass on any increase in rates incurred by us between the date of quotation and time of delivery. Generally, we will quote prices exclusive of GST. Unless the price specifies that GST is included, you must pay GST in addition to the price. You may not withhold the price or deduct or set-off any amount against the price.
4 Property Supplied by you: All quotations are based on copy, photographs, images and illustrations being supplied in hard copy or digital format in
a quality suitable for the required use as specified in the quotation. Any additional work required to obtain photographs, images and illustrations in
a suitable condition shall be carried out at your expense. Your property and all property supplied to us by or on behalf of you shall be held by us at your sole risk. We shall not be liable for sub-standard work caused by defects or unsuitability of such materials or equipment supplied by you.
5 Payment: Generally, the price shall be payable in full on or before the 20th of the month following invoice. However, we may in our absolute discretion require payment of a deposit or that the price be paid wholly or partly in advance Where a project requires input from us over more than 1 month, we may part charge the work completed during each month. All payments must be made in full without any set-off or deduction. We may suspend any credit and require you to pay all outstanding amounts in full. We may elect not to sell or deliver goods to you or not to provide services to you if payment is not received in accordance with our requirements. Should you default in your payment obligations we may elect to cancel this contract by giving you three days written notice of cancellation.
6 Default: In the event that your account is overdue, default interest will be payable at our discretion at the rate of 2% per month (or part month) on any amount due and unpaid. You acknowledge that payment of default interest is without prejudice to our other rights and remedies. If we take action to recover any amount due from you, or to otherwise protect our interests in relation to money owed to us, you agree to pay our costs (including solicitor/client and debt collection costs). Such costs and expenses shall bear interest at the
rate specified in this clause, from the date 7 days after we provide details of the costs and expenses to you up to the date of full reimbursement.
7 Proofs: We shall not be liable for errors in the finished work where a proof has been submitted to and approved by you. All proofs, including proofs subsequent to amendments or alterations shall be charged to you. We do not guarantee that final production (printed or otherwise) will exactly match colour proofs because of variations in proof preparation methods and substrates.
8 Electronic Data Storage – Digital Artwork/Scanned Images: Unless otherwise specified in writing, in all cases where you have been separately invoiced for and paid for such work, the ownership of material remains with you. You will be responsible for costs of any necessary alterations, duplicating corrections or downloads of the above mentioned material. Unless notified
in writing within 12 months of the invoice date, we may dispose of any such material.
9 Illegal or Libellous Matter: We shall not be required to print any matter which (in our opinion) is or may be illegal or libellous in nature or in breach of any copyright, patent or design or the Fair Trading Act 1986 or any other statute. You fully indemnify us 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.
10 Suspension or Cancellation of Work: The suspension of any work on your instructions for a period of 30 days or more shall entitle us to payment in full for all work in progress at time of suspension. We may revise the quotation for the uncompleted portion of the order before proceeding. Orders shall not be cancelled without our consent and upon terms which compensate us for all expenses and disbursements incurred and otherwise protect us against loss.
11 Excusable delay: We shall not be responsible for any delay, default, loss or damage due to any industrial disputes, accidents, acts of God, equipment failure, mischievous damage or other causes beyond our reasonable control.
12 On-sale/subcontractors: If you on-sell the goods to any person, you must not make any representation inconsistent with these terms. We have no responsibilities to persons other than you.
13 Copyright: Where we produce original artwork, photography, advertisements, internet websites or printed material, any copyright in the final work shall be owned by us until such time as payment for such work has been made in full at which time the copyright in the final work shall vest jointly in you and us. Copyright in all rejected or superseded designs shall be owned by us.
14 Ownership of Goods supplied: Prior to you paying in full for all goods supplied by us to you, ownership in any such goods will remain with us. If you fail to pay on the due date, or breach these terms, you authorise us to enter any premises to recover goods owned by us. You indemnify us for any losses or costs we incur in recovering such goods. If the premises are those of a third party, we may enter and recover the goods as your agent. We will be entitled to sell any goods held by us and apply the proceeds towards amounts owed by you if you have failed to pay any amount owing. If you on-sell any goods (supplied by us) before ownership has passed to you, the proceeds of such sale shall be received and held by you in trust for both you and us. Our interest as beneficiary under that trust shall be that portion of the proceeds equalling the amount of your debt to us. You must keep goods insured against fire, accident, theft and other risks as we may require in the names of you and us for our respective rights and interests and providing for payment of policy proceeds to us as unpaid or partly unpaid vendor until such time as payment in full is made for the goods and title has passed to you.
15 Suitability of Goods: No guarantee shall be given or implied that the goods or services supplied at your instructions or designed by us to those instructions are suitable for specific market requirements.
16 Security Interest: You agree that, for the purposes of the Personal Property Securities Act 1999 (“the PPSA”), we have a purchase money security interest in the goods supplied by us to you (as detailed in each invoice supplied to you) as well as the proceeds of such goods until such time as we have been paid in full for such goods. You also agree that we have a general security interest in all present and after acquired goods for any indebtedness you have to us. We may allocate payment of indebtedness for any debt to any instalment of goods provided to you as we see fit. You agree to sign any documents required for us to perfect our security interest under the PPSA and authorise us to sign any such documents as your attorney.
17 Contracting out of the PPSA: To the extent permitted under the PPSA you agree to waive your rights as debtor. In particular, but without limitation,
you agree to waive your right to receive a copy of the verification statement confirming registration of a financing statement or a financing change statement relating to any security interest we may have in goods supplied to you from time to time.
18 Extent of liability: All warranties implied by customary practice, at law or under statute are excluded to the extent legally permitted. Our liability in relation to goods supplied or services provided is limited to direct loss caused by our breach of these terms up to a maximum of 20% of the contract value of the goods supplied or services provided. We shall not otherwise be responsible for any cost, loss, damage or claim arising directly or indirectly in relation
to goods supplied or services provided by us, whether arising in contract,
tort (including negligence) or otherwise. Without limiting the foregoing, we will not be responsible for any indirect, consequential or special loss, loss of profits or economic loss. No warranty shall be given or responsibility accepted by us to ensure that goods produced or services provided comply with the requirements of any legislation relating to design and/or marketing and/or labelling and/or packaging of goods. Compliance with the requirements of any such legislation shall be your sole responsibility.
19 Consumer Guarantees Act: You are a commercial customer if you acquire goods or services from us: (a) that are goods or services not ordinarily acquired for personal, domestic or household use; (bl for use in a business; or (c) for resale or supply to other persons in trade. If you are a commercial customer and you on-sell goods supplied by us to any customer who is not a
“consumer”you agree to: (a) contract out of the Consumer Guarantees Act in respect of the sale of the goods; and (bl require your customer to contract out of the Consumer Guarantees Act in respect of any further sales of the goods (other than for sale to a consumer) and to require any sub-sellers to do the same. You indemnify us for any damage or costs suffered as a result
of your failure to comply with this clause. You are a consumer if you are not a commercial customer as defined above. If you are consumer, nothing in this document limits or excludes any right you have under the Consumer Guarantees Act 1993.
20 Privacy Act 1993: You authorise us to disclose any information provided in the credit application to any person or company for the purpose of assessing your credit worthiness and to use or disclose any of the information for the purpose of assisting us to carry out our usual business function. You further authorise us to provide credit references relating to you when requested
by third parties. The Privacy Act may entitle you to have access to, and if necessary, to request the correction of personal information that we hold about you.
21 Definition of “Goods”: The term “goods’; as used in these terms and conditions, means all photographs, images and illustrations being supplied
in hard copy or digital format, including proofs and associated goods supplied by us to you from time to time, together with the proceeds of such goods.
22 New Zealand Laws: The parties acknowledge and agree New Zealand law governs these terms of trade and any dispute arising out of these terms of trade.
.NZ, .co.nz domain name Terms and Conditions
Design Juice purchases Product and/or Services from WebFarm, an authorised .nz registrar who offers domain name registration Services to the public through its connection with New Zealand Registry Services (New Zealand domain name Registry Ltd).
We make these Products and/or Services available to the Customer upon the terms set out in this Agreement.
1. Our Reseller Obligations
We agree that we will:
2.1 comply with all .nz policies as published from time to time at http://dnc.org.nz/policies/
and accurately represent these to you;
2.2 disclose accurately and completely all our terms and conditions associated with your use of our Services to register and maintain a domain name sought to be used by you, including price and billing information;
2.3 comply with your lawful directions in a diligent and timely manner regarding your domain name, (for example, registration, cancellation, amendment, deletion, and associated technical support and billing);
2.4 process any new domain name registrations with the registry within 24 hours from the time we receive all the information required to complete a registration if it is within our advertised business hours of 9 am.- 5pm Monday-Friday, and otherwise within 48 hours.
2.5 notify you of the registration of your domain name(s), including the details of: the domain name, your contact details, our contact details, the registration period, the unique authentication ID for your domain name and your obligations as a registrant;
2.6 arrange for correction of any error in the information in the register about any domain name registered to you when requested;
2.7 provide to you, or to someone we reasonably believe to be acting on your behalf, the unique authentication ID for your domain name when requested and for no charge;
2.8 use your personal information only as authorised by you;
2.9 take all reasonable steps to safeguard and protect all information about you stored in our databases and system(s);
2.10 comply with any order of any authority having jurisdiction regarding any domain name registered to you;
2.11 use our best endeavours to deal with any complaints you may have about the Services we provide for you.
3. The Registrant’s Obligations
You agree that you will:
3.1 comply with the policies as published from time to time at http://dnc.org.nz/policies/.
You agree that you have read and understood the current policies;
3.2 make sure all information you give us is accurate and complete, keep us informed of changes to any information you give us, and that you have the authority to enter into this agreement;
3.3 keep the unique authentication ID for your domain name and any other security information that we give to you confidential, safe and secure;
3.4 satisfy yourself that your use of a domain name will not infringe anybody’s intellectual property rights and protect us, and everybody we are in any business relationship with to provide Services to you, from any such claim;
3.5 ensure that you only use our Services for a lawful purpose;
3.6 ensure that the use of any domain name registered to you does not interfere with other users of the Internet;
3.7 ensure that any order of any authority having jurisdiction regarding any domain name registered to you is complied with;
3.8 protect us, the Registrar, and everybody we have a business relationship with, against any legal action taken against us because of the receipt or use of our Services by you or someone you are responsible for, including reliance by us or anybody we have a business relationship with, on information supplied by you.
3.9 to contact the Reseller, not the registrar, for support regarding the Services.
4. Registration of a Domain Name
When a domain name in the .nz domain name space is registered to you, or in your name as directed by you, then you agree:
4.1 that the following information becomes available to any member of the public:
* your name,
* your contact details and
* the domain name, its commencement and expiry dates and addresses/details of the name servers for it, and our name.
4.2 the domain name is registered in your name only because no other person has it according to the records of the register; and
4.3 neither we nor anybody else is representing anything else to anybody regarding that domain name. The entry of a domain name in the “who is” database shall not be taken as evidence of anything other than such registration; and
4.4 that you protect us and everybody we have a business relationship with to provide Services to you, from any claim arising out of the domain name being registered in your name or as you direct.
5. Register is the Record
For all purposes the details shown in the register shall be treated as correct and the authoritative record.
6.1 You agree to pay for the Services we provide for you.
6.2 If you transfer a domain name registered to you to another registrant or to be managed by another registrar, all charges owing to us shall become immediately due and payable on the date of that transfer.
6.3 We may alter our fees from time to time. When we alter them we will send you notice of the alteration 30 days before the new fee takes effect.
6.4 Our usual fees are for registration of the Domain and delegation to a nameserver. We may also charge for email and web site hosting provided by us. We will tell you before any additional charge is incurred.
6.5 Your domain is set to auto-renew each year on it’s anniversary. If you no longer want the domain name we require no less that 30 days notice prior to the renewal date if your wish to cancel the domain. If the domain renews and we have not been advised all charges will be payable.
7. Suspension And Refusal To Supply Services
If you do not pay our charges for a domain name registered to you we may:
* cancel registration of that domain name;
* or refuse to provide a service you request.
8. Cancellation of a Domain Name
If we are going to cancel the registration of a domain name registered to you as a result of you not paying our charges relating to that registration, we will give you fourteen days notice before we initiate action to cancel that domain name.
9. Exclusion of Liability
We exclude all liability we may have to you for any claim except where we have acted in bad faith. This exclusion also applies for the benefit of :
9.1 InternetNZ, the registry, the registrar and any other entity we are in any business relationship with;
9.2 every officer, employee, contractor, agent of us or any entity in clause 9.1;
9.3 anyone else we get to perform our duties under any agreement you have with us. None of the persons specified above is liable or has to pay you for anything else in connection with or resulting from anything any of us does or does not do, or delays in doing, whether or not it is contemplated or authorised by any agreement you have with us. This exclusion applies whatever you are claiming for and in whatever way liability might arise. This exclusion does not prevent you getting a court order requiring us to do anything we have agreed to do for you and does not limit any rights you may have under the Consumer Guarantees Act 1993.