South - Terms and Conditions

Terms and Conditions
Studio South Limited (South)

Project Acceptance
At the time of proposal, South will provide the Client with a written estimate or quotation by email.

The placement of an order for design and/or any other services offered by South, by email, verbally or in writing, is deemed to be acceptance of these Terms and Conditions, as amended from time to time and available at www.studiosouth.co.nz/termsandconditions.

An estimate validated by the Client's signature on the estimate or quotation form, or by email, constitutes acceptance of the estimate or quotation and agreement to comply fully with all the Terms and Conditions and forms a binding contract between the signatory and South.

Alternatively, the Client may send an official purchase order in reply to the estimate or quotation which binds the Client to accept our Terms and Conditions, or an email acknowledging acceptance of the quotation.

For the avoidance of doubt, the South Terms & Conditions are what govern the job, not any conditions on the Client's purchase order.

Project Duration
Any indication given by South of a design project's duration is to be considered by the Client to be an estimation. South cannot be held responsible for any project over-runs, whatever the cause. Estimated project duration should be deemed to be from the date that cleared funds are received by South for the initial payment, signed acceptance of estimate or quotation, or by date confirmed in writing by South.

Charges for Design
Charges for design services to be provided by South will be set out in the written estimate or quotation that is provided to the Client. At the time of the Client's signed acceptance of this estimate or quotation, indicating acceptance of the Terms & Conditions, a non-refundable payment of 50% of the quoted fee will become immediately due. An invoice will be raised and payment expected right away, with a 7 day payment term strictly monitored to activate project needs and bind South to the work.

Unless agreed otherwise with the Client, all design services require an advance payment of fifty (50) percent of the project quotation total before the work commences or is supplied to the Client for review. A further twenty five (25) percent progress payment will be due as agreed between the Client and South, the terms for this progress claim, are also expected right away, with a 7 day payment term strictly monitored to continue project needs. The remaining twenty five (25) percent of the project quotation total will be due upon completion of the work prior to upload to the server or release of materials and files for commercial use. This payment is also expected right away, with a 7 day payment term strictly monitored to complete your project needs. All prices quoted are GST exclusive. If the client would like to dictate their own terms related to invoice payment dates or payment schedules, at the time the invoice is issued, written approval from Studio Souths accounts and a confirmed payment date in writing must be defined. (Example: your company pays 20th of the following month, and you would like your progress fee (25) percent, or completion fee (25 percent) to fall within your companies 20th of the following month, this needs to be applied for with Studio South.

For Studio South to effectively operate, we monitor our payment terms strictly. Upon signing our quote, you are 100% committing to these terms we have clearly defined.

Charges for any other services -- out of design scope
Charges for any additional services requested during the project that are over and above the estimated time or out of scope, will become fully payable at the time of estimate or quotation acceptance.

Expenses
The Client shall pay designer's expenses incurred in connection with this Agreement as follows: (a) incidental and out-of-pocket expenses including but not limited to costs for telephone calls, postage, shipping, overnight courier, service bureaus, presentation materials, photocopies, computer expenses (b) non stock materials such as images and fonts and (c) reasonable travel expenses.

Alteration to scope during project
The Client agrees that changes required over and above the estimated work, or in addition to the agreed scope, or where the Client makes changes to the supplied copy or changes required to be carried out after acceptance of the draft design, will be liable to a separate charge.

During the execution period, the Client may request that Studio South Limited develop enhancements to the concept or deliverables, at this point, Studio South Limited shall exercise commercially reasonable efforts to prioritise Studio South Limited resources to create such enhancements. The parties understand that pre-existing obligations to third parties existing on the date of the request for enhancements may delay the immediate execution of any such requested enhancements. Such enhancements shall be provided on a time and materials basis at Studio South Limited and pricing will be charged accordingly on Studio South Limited's hourly rate.

Such enhancements can be but are not limited to (new) content supplied, (new) design deliverables, (new) website content, copy writing, content management, website uploads, photography or illustrations.

The Client also agrees that South accepts no responsibility for any amendments made by any third party, before or after a design is published.

Source Files – supply and ownership
South will supply proofs and PDF files as appropriate for printing, or other graphic files as detailed in the job scope or request.

Charges for design work do not cover the release of our copyright design source files, including but not restricted to indd, psd, AI, png, fla or other source files or raw code. If the Client requires these files for transfer to an in-house or other designer, they will be subject to a separate quotation or 'buy-out' charge.

It is the Client's responsibility to retain a copy of any image or file supplied. South is not responsible for accidental damage to any material supplied. Any additional translating, editing or programming needed to utilise customer supplied files or images will be subject to an additional charge.

Payment Terms
The Client will be provided with a GST Invoice prior to final project completion. At this time the final twenty five (25) percent (or another agreed amount) of the total amount due will become payable and the Client will be required to sign and return an Approval Form or signify approval by email to South.

Any invoice queries or payment term variations must be submitted by email within 2 days of receiving the invoice.

Accounts which remain outstanding for 30 days after the date of invoice, will incur late payment interest charge at 6.5% on the outstanding amount from the date due until the date of payment.

Payments may be made by online transfer, [credit card (Visa, MasterCard) or (Debit Card) or Stripe Online Payments, or Paypal] Fee’s related to payment systems will be 100% liable to the client.

Publication and/or release of work done by South on behalf of the Client, may not take place before cleared funds have been received.

Default & Dispute Resolution
An account shall be considered in default if it remains unpaid for 30 days from the date of invoice, [or following a returned cheque]. South will be entitled to remove South's and/or the Client's material from any and all computer systems, until the amount due has been fully paid. This includes any and all unpaid monies due for services, including, but not limited to, hosting, domain registration, search engine submission, design and maintenance, sub-contractors, printers, photographers and libraries.

Removal of such materials does not relieve the Client of its obligation to pay the due amount.

Clients whose accounts become default agree to pay all South's reasonable legal and accounting expenses and third party collection agency fees in the enforcement of the debt and these Terms and Conditions.

In the event of any bona fide dispute arising between the parties (excluding any dispute relating to non-payment, for whatever reason), the parties shall attempt to resolve such dispute or difference in good faith or by mediation. It is the responsibility of the Client to inform South immediately of any issue that may lead to a dispute (including but not limited to quality, service, cost, deadline), without such information, no disputes resolution process will be entered into.

Copyrights, trademarks and other IP issues
By supplying text, images and other data to South for inclusion in the Client's website or other medium, the Client declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the Client, or rightful copyright or trademark owner. The concept testing files, copies of our licensed fonts, tools, or layered files that provide access to do the work inhouse or with another entity, e.g. Photoshop, Illustrator or In-design working files, reference links, theories, or formulas that a Studio South staff member or any team member established as I.P. remains the property of Studio South unless otherwise agreed with client.

A licence for use of the copyright material is granted to the Client solely for the project defined in the scope or request and not for any other purpose. The Client may request in writing from South, the necessary permission to use materials (for which South holds the copyright) in forms other than for which it was originally supplied, and South may, at its discretion, grant this and may charge for the additional usage. Such permission must be obtained in writing before any of the aforesaid artwork, images, text, or other data is used. Any software, code, plugin or other third party material used in a web or digital project remains the property of the creator and any ongoing licence fees or fees for upgrades are the responsibility of the Client, not South. By supplying images, text, or any other data to South, the Client grants South permission to use this material freely in the pursuit of the design. Should South, or the Client supply an image, text, audio clip or any other file for use in a website, multimedia presentation, print item, exhibition, advertisement or any other medium believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, the Client will agree to allow South to remove and/or replace the file on the site. The Client agrees to fully indemnify and hold South free from harm in any and all claims resulting from the Client in not having obtained all the required copyright, and/or any other necessary permissions.

Licensing issues
Any design, copywriting, drawing, idea or code created for the Client by South, or any of its contractors, is licensed for use by the Client on a one-time only basis and may not be modified, re-used, or re-distributed in any way or form without the express written consent of South and any of its relevant sub-contractors.

All design work -- where there is a risk that another party make a claim, should be registered by the Client with the appropriate authorities prior to publishing or first use or searches and legal advice sought as to its use.

South will not be held responsible for any damages whatsoever resulting from such claims.

South is not responsible for any loss, or consequential loss, non-delivery of products or services, of whatever cause. The Client agrees not to hold South responsible for any such loss or damage.

Any claim against South shall be limited to the relevant fee(s) paid by the Client.

Data supply and formats
The Client agrees to South's definition of acceptable means of supplying data to the company.

Text must be supplied to South in electronic format as standard text (.txt), MS Word (.docx) or via e-mail / FTP or shared folder.

Images which are supplied in an electronic format are to be provided in a format as prescribed by South via e-mail / FTP. Images must be of a quality suitable for use without any subsequent image processing, and South will not be held responsible for any image quality which the Client later deems to be unacceptable.

South cannot be held responsible for the quality of any images which the Client wishes to be scanned from printed materials.

Additional expenses may be incurred for any necessary action, including, but not limited to, photography and art direction, photography searches, media conversion, digital image processing, or data entry services, colour correction and alteration of images.

Content Rights & Ownership
Should the client or any employee of the client commission Studio South or Mark By South to deploy, carry out and/or produce Photography or Videography, or 3D or 2D Motion works, in studio or on location in relation to a planned or activated scope or project, or as an additional item added to a scope. The outcome of the photography that has been commissioned is for the purpose of the project in hand only, be it a website, a campaign, for social media or packaging. The imagery in its retouched or edited outcome is for the single use in relation to that 1 scope only. The actual photography, videography and/or motion graphics are owned by Studio South and Studio South reserve the right to use the media to on-sell for other client purposes should they wish. In summary, South own the imagery in its raw and original format, not the client, the client owns the outcome of the imagery in relation to their project. If the client wishes to use the imagery for extended purposes, such as advertising, TV, wider campaigns, etc, the client must request written permission from south for an extended license. Should South on-sell the imagery for further commercial use, written permission of the property owner must be obtained before doing so. If the client wishes for their imagery to be owned exclusively by themselves or their business in relation to their scope, they must request written and authorised permission from Studio South at the outset of the project, if permission is not granted, the imagery and all licensing rights remain the property of Studio South.

Project Completion
South considers the design project complete upon receipt of the Client's signed Approval Form or signoff email. Other services including but not limited to printing, display panel production, filmwork, website uploading or publishing, contracted on the Client's behalf constitute a separate project and will be treated as a separate charge.

Rights of refusal (inappropriate or offensive content)
South will not include in its designs, any text, images or other data which it deems to be immoral, offensive, obscene or illegal. All advertising material must conform to all standards laid down by all relevant advertising standards authorities. South also reserves the right to refuse to include submitted material without giving reason. In the situation where any images and/or data that South does include in good faith, and subsequently discovers is in contravention of this clause, the Client must allow South to remove the contravention without hindrance, or penalty. South will not be liable for any such data being included.

Cancellation of contracts
Cancellation of orders may be made initially by telephone contact, or e-mail. The Client will then be invoiced for all work completed over and above the non-refundable deposit that will have been made at the time of first ordering. The balance of monies due must be paid within 30 days. For supply of handover files, please refer to Data Supply And Formats Terms. For all digital marketing retainers, or projects, Mark By South take no responsibility for managing ongoing handling of META, GOOGLE, Tiktok, LinkedIn or any 3rd party backend software management. At the time of contract closure, all work will stop and finish, and the Client will be responsible for handling anything related to their account. Studio South and Mark By South take no responsibility for supporting a new 3rd party supplier, in the handover, unless requested and managed by the client, and costs are quoted and agreed. Everything will always be handled in goodwill and the best interests of the client’s future.

Break Clause: Under a retainer contract with Souths group of agency services and products. If the client chooses to break a signed contract for retainer based services, South, Mark By South, or a Digital / Software Product such as PosiPay or Shopify, there is a 90 day break clause in place to exit the contract for both parties, from the time in which the Client sends notification of wanting to exit, to when the agency services stop and discontinue the retainer business 90 days later. A written letter or email must be provided to exit the contract, from the client to South. Please refer to the Data and File Formats supply clause for hand over of any files and ownership of I.P terms and conditions.

Disclaimers
South makes no warranties of any kind, express or implied, for any and all products and/or services that it supplies. South will not be held responsible for any and all damages resulting from products and/or services it supplies. South is not responsible for any loss, or consequential loss of data, or non-delivery of products or services, of whatever cause. While we take reasonable steps to investigate the materials we recommend, we accept no responsibility for the performance or quality of materials or any consequential loss arising from their failure. The Client agrees not to hold South responsible for any such loss or damage. Any claim against South shall be limited to the relevant fee(s) paid by the Client.

South makes no warranties that production prints will exactly match colour proofs because of variations in proof preparation methods and substrates. South will however use its best endeavours to provide a commercially acceptable finished product.

South reserves the right to use the services of sub-contractors, agents and suppliers and any work, content, services and usage is bound by their Terms and Conditions. South will not knowingly perform any actions to contravene these and the Client agrees to be so bound.

Upon the client committing to a print related project quotation, the client is responsible for the finished print outcome they have signed off, and payment of the finished print product. Upon signing this quotation, no dispute about finished printed material can be made. Any examples or references to the desired print effects Studio South Limited or any staff member at Studio South Limited has tried to achieve or spec for you are reference only. Studio South Limited does not take responsibility for the finished print outcome unless other written arrangements are made.

Rights of access for Website development
The Client agrees to allow South all necessary access to computer systems and other locations, as required, in order to complete a website project and until all due funds are cleared, including the necessary read/write permissions, usernames and passwords.

The Client also agrees to allow South access to any computer systems, usernames and passwords required to remove data and/or sites for failure to comply with these Terms and Conditions.

The Client agrees to supply South with all necessary materials, electronic, or otherwise, required to create and complete the project, and to supply them in a timely manner.

Pre coding requisites
South requires that a template is approved by the Client before coding of a site commences. Once the template(s) for the website are approved by the Client, coding will commence; any changes to navigation items, colours, structure or content that require changes to the template will incur an additional charge.

Once web design is complete, South will provide the Client with the opportunity to review the resulting work. South 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 South by e-mail.
South will consider that the Client has accepted the original draft, if no notification of changes is received in writing from the Client, within 14 days of the start of the review period.

Website development
South and all partners, contractors and suppliers working with South for web development projects are bound to the following coding standards. South will deploy these coding standards for normal website development unless written agreement between South and the Client specifically specifies otherwise.

In order to fully realise Clients websites full potential in all modern web browsers, South requires implementation of CSS3, HTML 5, Javascript and JQuery.

South will develop a website in accordance with modern web standards.

Full Functionality/Design Realisation:
Desktop: Chrome 57+, Firefox 52+, Safari 10+, Edge 16+, Opera 44+
Mobile: iOS Safari iOS10+, Android Chrome Nougat+

Partial Functionality/Design Realisation (there is no guarantee of full compatibility on these browsers):
Desktop: Internet Explorer 11

No specific support considerations will be made for browsers older or proceeding those listed above. If required, older browser compatibility will incur an additional charge.

Website warranty period
Warranty Period "Support Services" means commercially reasonable technical support and assistance to maintain and update the deliverables, including correcting any errors or deficiencies, but shall not include the development of enhancements to the project or other services outside the initial scope of the proposal. South warranty period will last one month post go live. Additional time shall be billed at South's regular hourly rate, then in effect upon the date of the request for additional support.

Post-launch ongoing website support
Website maintenance, modifications and operations can be negotiated separately, stipulated in an independent agreement.

Hosting
South offers limited hosting services through an out-sourced virtual server. South does not guarantee continuous service and will accept no liability for loss of service, whatever the cause.

South may request that Clients change the type of hosting account used if that account is deemed by South to be unacceptable because of poor service, lack of bandwidth or in any other way insufficient to support the website. Fees for hosting on South's virtual server are due at the commencement of any period of service and are non-refundable.

Fees due to third party hosting organisations are the responsibility of the Client and South are not liable for their payment, nor for the renewal of domain names, which are the sole responsibility of the Client.

Domain Registration
South cannot guarantee the availability of any domain name. Where South is to register a domain name on behalf of a Client it will endeavour to do so but the Client should not assume a successful registration.

Search Engine -- no responsibility for placements
South will not guarantee any particular placement within any search engine. Acceptance by any search engine cannot be guaranteed, and when a site is accepted the time it takes to appear in search results varies from one search engine to another. Rankings will also vary as new sites are added. South recommend that Clients use a professional SEO company and are happy to provide details of such companies, but accept no responsibility for their services.

Credits to South on websites
The Client agrees to allow South to place a small credit on printed material, exhibition displays and advertisements and/or a link to South's website on the Client's website. This will usually be in the form of a small logo or line of text placed within website content. The Client also agrees to allow South to place websites and other designs, with a link to the Client's site on South's website for demonstration purposes and to use any designs in its own publicity and portfolios.

South reserves the right to use both initial creative concepts and final approved design work for the purposes of South's marketing activities (both online and offline) unless otherwise agreed with the Client.

Digital Products (PosiPay)
90 day customer exit timeframes. It is important to note, if you choose to discontinue your PosiPay, there is a 90 exit term, your SLA charge will stop at the end of the final month. Application and product I.P is dual owned by client and PosiPay once complete. A copy can be supplied of interface design, and content created upon request from client. Initial project payment terms for your application build project is: 50% deposit, 25% progress, 25% completion, due at time of completed install. Software, and all code related to the Software As A Service is owned outright by PosiPay. It is being used on a month to month charge basis. Should your payment default, your PosiPay will disconnect following 30 days. Monthly payments deducted by direct debit, either credit card or business bank account, this is due the month of your. All disputes, or issues related to your customers experiences when using the technology, are at their discretion, PosiPays support team will provide industry standard support to all customers related to product support. We do not deal direct with any customer related disputes or issues related to the product, this is at your discretion.

PosiPay and all I.P is owned by Studio South Ltd. With engineering services contracted to 3rd party development firm and supplier for support, Phosphor Limited.

General
These Terms and Conditions supersede any previous Terms and Conditions distributed in any form. South reserves the right to change any rates and any of the Terms and Conditions at any time and without prior notice.

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 these terms and conditions 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, 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.

These terms and conditions 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.