Spanhake Creative will endeavour to operate in a fair and reasonable manner at all times and it is part of our ethos to ensure we maintain a great relationship with our clients. However, it is important to agree to certain contractual aspects in order to protect both parties. By undertaking any project with Spanhake Creative, you are agreeing to the following terms and conditions:

1. Relationship of the Parties

The parties intend that an independent contractor relationship will be created by this contract and that no partnership, joint venture or employee/employer relationship is intended or implied.

2. Project Process

Spanhake Creative cannot always guarantee to start work immediately on a project but will arrange a date with the client as to when work can commence.

The project will be run according to Spanhake Creative’s Project Process. A Project Plan will be submitted and agreed to by all parties concerned prior to work commencing.

Final data, information, logos, designs, graphic and related materials to be incorporated into the web or print solution ready for publication, prior to the design commencement. Any further material supplied at a later date may incur an additional charge.

Pay the 50% deposit prior to the project commencement

Where applicable, comply with all the terms of the Web Hosting Agreement

Should you decide to make design changes once the concept has been signed off, Spanhake Creative may quote for an additional charge.

During the Website Development Cycle, Spanhake Creative may, at intervals, place versions of the client’s Website on one of Spanhake Creative ’s demonstration servers so that the client may view and comment upon the Website’s progress and approve design concepts and prototypes. When both Spanhake Creative and the client agree that the Website meets the criteria agreed during the projecting process, Spanhake Creative will invoice the client for the remainder of the amount due for the project. At Spanhake Creative’s discretion, Spanhake Creative may choose to delay publishing some clients’ Websites until full payment for the Web design project has been received.

3. Copyright

All material, both text and images, supplied by the client and used in the construction of the client’s Website, will remain the client’s property. All such material will be assumed to be the property of the client and free to use without fear of breach of copyright laws.

The copyright for all material provided by Spanhake Creative, such as HTML code, graphics, photographs and text, but excluding software code, will remain the property of Spanhake Creative until such time as Spanhake Creative receives full payment, whereupon they will then become the property of the client.

All software code provided as a part of the Website will remain at all times the property of Spanhake Creative. The client will be granted a single use, single site, source code license to the software code. The client may not sell or redistribute the software code. The client may not use the software code in more than one installation. The client will be given access to the source code and may take the code to another developer for purposes of maintaining or extending the system.

The parties acknowledge that Spanhake Creative may accept jobs from other clients to develop “online” solutions with the same or similar functionality solution, and that Spanhake Creative may replicate and exploit all techniques, structures, designs and individual modules of program code used in the creation of this Web solution.

4. GST

GST is applicable to all contracts for New Zealand–based companies and will be clearly shown on all costings presented to you.

5. Terms of Payment

Unless otherwise stated:

An invoice for 50% of the price for the project will be provided on acceptance of the proposal. This invoice must be paid before the project can commence.

Once the project is complete and approved by the client, the final 50% will be invoiced.

Payment for all invoices must be made within 7 days of the date of issue of the invoice unless otherwise arranged.

If you are responsible for withholding information for completion, the Website is then deemed payable in full after 90 days from initial start date.

If we are forced to hand your account over to a debt collection agency for collection you will be liable for any collection costs incurred.

6. Maintenance

Spanhake Creative provides maintenance services for its clients. However, any maintenance or updates are outside the scope of the design project. When updates are required, Spanhake Creative will provide time and materials based estimates for this work. If a Website development agreement has been signed then clauses relating to support services will be applicable.

7. Validity of the Agreement

Either party may terminate the agreement on 7 working days’ written notice to the other party.

Spanhake Creative reserves the right to cease immediately without liability to provide the service and to terminate this agreement if you should go into liquidation or bankruptcy, or if you fail to meet any obligation in accordance with this agreement.

If at any point during the Website Development Cycle a client wishes to cancel, they may do so but will be invoiced an amount that Spanhake Creative judges to be proportional to the amount of work completed on the project.

If the total amount of work completed is more than the first 50% invoiced, Spanhake Creative has the right to invoice the extra hours completed.

All deposits are non refundable.

8. Assignment and Delegation

We may assign or transfer our rights and responsibilities under this contract to another party. We may also subcontract the performance of any of our responsibilities under this contract to another party.

9. Liabilities

You agree that Spanhake Creative will not be liable for any indirect or consequential damages, including but not limited to, loss of profits or for any claim made on the client by any other party, even though Spanhake Creative may have been notified of such damage or claims.

We shall not be liable to you for any loss or damage directly or indirectly arising out of, or in connection with any delay in delivery of the goods or failure to perform its obligations under this agreement where such delay is caused directly or indirectly by an act of God, armed conflict, labour dispute, civil commotion, intervention of a government, inability to obtain labour, materials or manufacturing facilities, accidents, interruptions of, or delay in, transportation or any other cause beyond our control.

You agree to defend, indemnify and hold us harmless from and against any and all claims, losses, liabilities and expenses (including attorneys’ fees) related to or arising out of the services provided by us to you under this agreement, including without limitation claims made by third parties (including your customers) related to any false advertising claims, liability claims for products or services sold by you, claims for patent, copyright or trademark infringement, claims due to disruption or malfunction of services provided hereunder (including malfunction of Website/Software or Internet), or for any content submitted by you for publication by us.

If, despite the other provisions of this agreement, Spanhake Creative is found to be liable to you then its liability for any single event or series of related events is limited to the fees.

Due to the public nature of the Internet, all material submitted by you for publication will be considered publicly accessible. Spanhake Creative does not screen in advance customer material submitted to Spanhake Creative for publication. Spanhake Creative’s publication of material submitted by customers does not create any express or implied approval by Spanhake Creative of such material, nor does it indicate that such material complies with the terms of this agreement.

10. Applicable Law

The Consumer Guarantees Act 1993 may apply to any services we provide to you if you acquire these services for personal, domestic or household use. If this act applies, all rights you may have under it apply in addition to the rights you may have in this agreement. Nothing in this agreement will limit or exclude your rights under this act.

Where you acquire or hold yourself out as acquiring our services for the purpose of a business, then you agree that the provisions of the Consumers Guarantee Act 1993 will not apply to our service or the provision of any other services to you.

This agreement shall be deemed to be an agreement made in New Zealand and shall be subject to, governed by and interpreted in accordance with the laws of New Zealand.

11. Non Waiver

Failure by any party to enforce any right or obligation with respect to any matter arising in connection with this contract shall not constitute a waiver as to that matter or any other matter either then or in the future. Any waiver of any right or obligation under this contract shall only be of any force and effect if such waiver is in writing and is expressly stated to be a waiver of a specified right or obligation under this contract.