terms and conditions
- All prices are exclusive of GST unless otherwise stated
- Transformative will carry out work only where an agreement or order is provided either by email, telephone or mail. Transformative will carry out work only for clients who are 18 years of age or above. An ‘order’ is deemed to be a written or verbal contract between Transformative and the client, this includes telephone and email agreements.
- All work is carried out at a cost of $260 plus GST per hour for senior developers/strategists/directors unless otherwise stated in writing.
- Overtime and support rates apply outside of normal business hours 8am-6pm
- Transformative agrees to provide services outlined in estimate/proposal within the criteria specified. If, however, the client changes any of the criteria during the project requiring additional services, an additional revision fee of $100 will be charged.
- Additional services will include, but are not limited to, changes in the extent of work, changes in schedule, changes in the complexity of any elements of the project, and any changes made after client approval has been given verbally or in writing, including concept, design, composition, and production of mechanicals.
- Transformative will keep the Client informed of additional services that are required and obtain the Client’s approval for any services that cause the total fees to exceed those already discussed.
- Transformative reserves the right to adjust the schedule and/or charge additionally in the event that the Client fails to meet the agreed-upon deadlines for delivery of information, materials, approvals, payments, and for changes and additions to the services discussed either verbally or in writing.
- The Client will approve and proofread all final designs, type, and copy before the production of mechanicals. The Client’s approval of all tangible materials and artwork will be assumed after the work has been submitted to the client for review, unless the client indicates otherwise in writing.
- Transformative may contract with other individuals or companies acting on behalf of the Client to provide additional services such as writing, photography, illustration, printing, programming and fabrication. The Client agrees to be bound by any terms and conditions, including required credits and usage rights, with respect to reproduction of the materials that may be imposed on Transformative by these third parties.
Rights and Ownership
- All tangible materials in all circumstances remain the property of Transformative. All rights and ownership apply to preliminary concepts, works in progress, and finished material, whether the project is completed or canceled. The Client will be entitled to limited and specific usage rights of such materials only for the purpose of reproduction, after which all materials will be returned, unaltered, to Transformative within thirty days of use.
- Upon full and final payment of all fees and expenses, Transformative will grant all reproduction and/ or usage rights for the specified project, for all approved final materials created by Transformative for this project.
- If the Client wishes to make any additional use of the materials, the Client agrees to seek permission from Transformative and make such payments as are approved by the parties at that time. Where alterations or retakes are necessary, Transformative will be given the opportunity to make such changes at an agreed additional charge.
- If the Client has requirements for how the project is to be prepared electronically, the Client must communicate this to Transformative before the project begins.
- Electronic files and software documents related to the Client’s project are the property of Transformative and must not be copied, altered, or modified without the written permission of Transformative.
- Any budget figures or estimates for reimbursable expenses or implementation charges, such as out-of-pocket expenses, typesetting, printing, fabrication, or installation, are for planning purposes only. Transformative will use his or her best efforts to work within statedbudgets but will not be liable if these expenses exceed budgets.
- When possible, no expenses in excess of the budget will be incurred without the Client’s written or initialed approval in advance.
- The Client will reimburse Transformative for all out-of-pocket expenses incurred by Transformative on this project. These expenses will be billed at cost plus 20% for account handling and supervision. Upon the Client’s request at the start of the project, records for out-of-pocket expenses will be retained by Transformative and will be made available to the Client upon completion of the project.
- Car travel expenses will be billed at 42c a kilometer and are payable at the end of each calendar month.
- Transformative will have the right to include a published credit line on the completed designs or any visual representation. This same credit will be included in any publication of the design by the Client.
- The Client will provide Transformative with samples of each printed or manufactured design. These samples will represent the highest quality of work produced.
Related to but not exclusive to Website Design
- Whilst every endeavor will be made to ensure that the website and any scripts or programs are free of errors, Transformative cannot accept responsibility for any losses incurred due to malfunction, the website or any part of it.
- The website, graphics and any programming code remain the property of Transformative until all outstanding accounts are paid in full.
- Transformative cannot take responsibility for any copyright infringements caused by materials submitted by the client. We reserve the right to refuse any material of a copyrighted nature unless adequate proof is given of permission to use such material.
- Any additions to briefs provided will be carried out at the discretion of Transformative and where no charge is made by Transformative for such additions, Transformative accept no responsibility to ensure such additions are error free and reserve the right to charge an according amount for any correction to these or further additions.
- The client agrees to make available as soon as is reasonably possible to Transformative all materials required to complete the site to the agreed standard and within the set deadline.
- Transformative will not be liable for costs incurred, compensation or loss of earnings due to the failure to meet agreed deadlines.
- Transformative will not be liable or become involved in any disputes between the site owner and their clients and cannot be held responsible for any wrongdoing on the part of a site owner. eg. Any disputes re content/images that have been provided to us for inclusion on the site.
- Transformative will not be liable for any costs incurred, compensation or loss of earnings due to the work carried out on behalf of the client or any of the clients appointed agents.
- Transformative will not be liable for any costs incurred, compensation or loss of earnings due to the unavailability of the site, its servers, software or any material provided by its agents.
- An invoice will be issued at the end of each block of work and payment is required within seven days from date of invoice.
- In specific cases, agreed in writing by Transformative, an invoice will be issued at the end of month for work completed in that month. Payment is due 20 days from the date of the invoice. There are no exceptions to this, i.e If the client decides they no longer want the site, they are still required to pay for the work that has been done to date. Please see Payment of Accounts below.
- Once full payment is received for a website, it is assumed that the project has been completed to the client's satisfaction.
Database and Application and Development
- Transformative cannot take responsibility for any losses incurred by the use of any software created for the client. Whilst every care has been taken to ensure products are problem free and accurate, the ultimate responsibility lies with the client in ensuring that all software is functioning correctly before use.
- Any scripts, applications or software (unless specifically agreed) written by Transformative remain the copyright of Transformative and may only be commercially reproduced or resold with the permission of Transformative.
- Where applications or sites are developed on servers not recommended by Transformative, the client is expected to provide or seek any information,additional software,support or co-operation pertaining to the server required in order for the application to be correctly developed. Where large applications are to be developed, it is the clients responsibility to provide a suitable testing environment which is identical to the final production environment.
- The client is expected to test fully any application or programming relating to a site developed by Transformative before being made generally available for use. Where “bugs”, errors or other issues are found after the site is live, Transformative will endeavor (but is not obliged to) to correct these issues to meet the standards of function outlined in the brief
- Transformative will endeavor to ensure that any developed/designed site or application will function correctly on the server it is initially installed in and that it will function correctly when viewed with the latest web browsing software and to an acceptable level with Microsoft Internet Explorer version 10 and above. Transformative can offer no guarantees of correct function with all browser software.
- Whilst Transformative recommends hosting companies to host websites, no guarantees can be made as to the availability or interruption of this service. Transformative cannot accept liability for losses caused by the unavailability, malfunction or interruption of this service, or for loss of turnover, sales, revenue, profits or indirect, consequential or special loss.
- Transformative reserve the right to refuse to handle in any way, material which may be deemed offensive, illegal or in any way controversial, and also to terminate the hosting service should the necessity arise.
- Hosting on Transformative servers is provided on a per monthly basis.
- Transformative hosts client's development sites free of charge for a period of 4 months or until the site is moved to the live server. Once the 4 month period has expired or the website site has been moved to alpha release on Transformative's production server, the SLA as stated in the specification document will be charged.
- Transformative may terminate the hosting agreement at any time and for any reason by providing to you written notice thirty (30) days prior to the date of termination. If Transformative terminates this Agreement, Transformative will refund to you the pro-rata portion of prepaid fees attributable to Services (excluding setup fees) not yet rendered as of the termination date unless otherwise expressly provided in this Agreement. If termination was enforced to due violations that result in damages or fees assigned to Transformative on your behalf, no refunds shall apply and you will be held liable for such fees.
- As Transformative only hosts websites it services, Transformative reserves the right to terminate any hosting agreement under its control if a site is serviced, or to be serviced by a 3rd party.
- Transformative makes no guarantee of website ranking with any search engine.
- Due to external factors, such as changes to the way search engines rank websites, Transformative cannot offer any guarantees regarding the position Transformative will achieve for websites. The process of optimizing websites itself will bring in more traffic and hits and you’ll see visits increase to your site naturally. We cannot accept liability for any change in rankings, or drop off in the position of your website, including changes in the algorithms of the search engines or the factors that they use to rank websites.
- Transformative reserve the right to refuse to handle in any way, material which may be deemed offensive, illegal or in any way controversial.
Payment of Accounts
- A deposit is required from any new client before any work is carried out. It is the Transformative policy that any outstanding accounts for work carried out by Transformative or its affiliates are required to be paid in full, no later than seven days from the date of the invoice unless by prior arrangement with Transformative.
- The Design Sprint invoice is required before commencement of the project. This figure is non-refundable.
- Design Sprints are invoiced prior to work commencing and must be paid in full before the first day of the Design Sprint.
- Development Sprints are invoiced for on the first day of the Development Sprint and must be paid in full within seven days.
- Once a deposit is paid and/or work invoiced you are obliged to pay the balance of payment in full. We will contact clients via email and telephone to remind them of such payments if they are not received when due.
- If accounts are not settled or Transformative have not been contacted regarding the delay, access to the related website may be denied and web pages removed and the Client will have no rights to use in any way, any materials provided by Transformative. Non payment by the required date will result in the debt being passed to a debt collection agency, such as Baycorp (please see baycorp.co.nz for applicable fees). The Client will be liable for the total outstanding invoiced amount due plus all fees associated in the recovery of the debt. (invoiced amount outstanding + debt collection fee (please see baycorp.co.nz for applicable fees). Non payment can result in your credit rating being adversly affected.
Passing of Rights
- Once all amounts due to us from you are paid and cleared you are assigned the rights to use, as applicable, the products and services, including, the web site which includes the text, graphics, animation, audio components and digital components contained within the finished web site, in accordance with these terms and conditions, the Project Agreement and any applicable agreement, terms or licence but no rights of ownership are conveyed unless specifically stated in the Project Contract.
- No such rights as described in above will pass until all amounts due to us from you are paid. This means that we will have a lien over any service, products, data or information. If you have not paid the invoice in full within 2 months from the date of the invoice you agree that you will forfeit your rights.
- The rights to photographs, graphics and any third party items such as source code, always remain the property of their respective owners.
- Unless you have our specific written agreement in the Project Contract, all products, including Content Management Systems, interfaces, navigational devices, menus, menu structures or arrangements, icons, help, all operational instructions, scripts, cgi applications, software, programming/source code, and all other components of any source or object computer code that comprises the Website, all literal and non-literal expressions of ideas that operate, cause, create, direct, manipulate, access, or otherwise affect the Content and design elements used or developed and all software, and our products and results of our services remain our property and we retain full ownership rights and all intellectual property rights. You specifically agree not do anything that may in any way infringe upon or undermine our rights, title, or interest in the Website or our products and services. This includes, but is not limited to, any sale, transfer or gift of the whole or of any part of any item, data or anything whatsoever that we own. You fully understand that we may reproduce, reuse, develop and use in any other way we choose, anything within our ownership.
- In the event of cancellation of this assignment, a cancellation fee will be paid by the Client and will include full payment for all work completed, expenses incurred, and hours expended. The cancellation fee will be no less than 60% of the total estimate or $4,200, whichever is the greater.
- Any initial payments that have been received will be credited against any amounts due.
Liability and Indemnity
- The Client will submit to Transformative all appropriate documentation substantiating any claim or loss resulting from or arising out of the supply of the Support Services to the Client under this Agreement as soon as it is available subject to the requirements of third parties including insurance companies.
- The liability of Transformative to the Client for any loss (whether direct or indirect or consequential) resulting from or arising out of the supply of or the delay in supplying or the failure to supply the Services to the Client (and howsoever caused and whether caused by negligent act or omission of Transformative or its servants or agents) shall be limited to the sum of the lesser of 75% of the invoiced value of the product or services under this agreement or a total sum of $5,000, provided that Transformative shall not in any event be liable to the Client for any damages, including special, incidental, indirect or consequential damages including but not limited to loss of profits or business or data or information arising from any breach of the obligations of Transformative under this Agreement.
- Transformative agrees to treat as confidential any information which comes into its possession, pursuant to or as a result of or in the performance of its obligations under this Agreement, where such information relates to the business, sales, marketing or technical operations of the Client or any customer of the Client or otherwise.
All prices are subject to change without notice.