1.1 These terms and conditions cover design, coding, print and consultancy services to the Client (“you”) by Utopia (“we”).
2. Services Provided
2.1 We will create a design solution for you in accordance with the brief supplied by you and agreed with us.
3. Our Responsibilities to You
3.1 We will use our best endeavours to provide you with prompt, friendly service.
3.2 We will supply you with the agreed services and information you request, or we will fully explain why we cannot meet the request.
4. Your Responsibilities
4.1 You must fully complete a brief and provide clear instructions in a timely manner.
4.2 You warrant that any material supplied for inclusion in your solution does not infringe upon the intellectual property rights of any third party, and that you have obtained all necessary consents and licences for the use of third party material you supply.
5.1 We will invoice you in accordance with any quote we have previously given you for the brief, but in the event that you require additions or alterations beyond the scope of the agreed brief we may invoice you separately for the cost of that additional work.
5.2 We may require you to pay in advance for some expenses before we commit to incurring the expense and in such circumstances we will not be responsible for any delays caused by your failure to make payment to us.
5.3 Work in progress and expenses will be billed monthly thereafter, payable by the 20th of the month after the date of each invoice.
5.4 Should you fail to pay any outstanding invoice(s), we will be entitled to suspend our services and retain materials until such time as the outstanding invoices are paid in full. We will not be responsible for any consequences of the suspension of our services or retention of materials.
5.5 We may charge interest on any amounts outstanding at a rate of 2% per month from the date the amounts fell due to the date of payment, and you agree to reimburse us in full for all costs and expenses (including reasonable legal costs) we incur in recovering any outstanding amounts from you.
5.6 All prices quoted to you are exclusive of GST unless otherwise stated, and you shall pay the applicable GST.
5.7 Unless otherwise stated this quote does not include photography, video editing, or logo creation.
5.8 All deposits and progress payments are non-refundable. They represent payment for services that Utopia will deliver as per the agreed contract/quote/specification.
6. Resolving Disputes
6.1 If you have reason to believe at any time that we are not meeting our responsibilities to you, you must make contact in writing as soon as possible and no later than 14 days after the invoice date for the work concerned. This will enable issues to be addressed in a timely manner.
7. Intellectual Property
7.1 You will own copyright of all executable files on final payment of all invoices relating to your project.
7.2 Any artwork or content materials you provide to us for the creation of your solution remain owned by you or the original owner.
7.3 Code developed specifically and uniquely for your project is owned by you. Any open-source or code snippets acquired from 3rd-parties retain their original ownership.
8.1 Unless otherwise agreed, we may use examples of the work we do for you when promoting our business. You must advise in email / writing if you do not wish this to occur
9. Compliance with Codes and Law
9.1 We will use reasonable endeavours to ensure that the final material we create for you does not infringe any applicable codes of conduct or law, but you shall have the final responsibility of ensuring that that the material does not infringe any codes of conduct or law.
10. Ending This Agreement
10.1 Either of us can end this Agreement by giving the other party 30 days written notice.
10.2 In the event that this Agreement is ended before we complete the work on your brief, we shall invoice you for all outstanding work (including expenses) and you shall pay such invoice by the 20th of the following month.
10.3 We will provide you with files and materials which you own as soon as all invoices due have been paid.
11.1 Both parties acknowledge that they may in the course of the engagement be exposed to or acquire information that is proprietary or confidential to the other party. Both parties agree to hold such information in strict confidence and to not divulge such information except as may be required by law.
12. Exclusion of Liability
12.1 While we take reasonable measures to ensure quality and accuracy, you must check that the solution meets your requirements before purchasing it. Once websites are online, you are given three months to work with it during which time glitches and bugs will be fixed at no charge. Any problems that were not picked up during the three month testing phase or which occur later on as a result of situations beyond our control will be charged for at our normal hourly rate.
12.2 In no event will we be liable to you or any third party for any damages, costs or expenses, including any lost profits or incidental, consequential or special damages arising out of the operation of or inability to deploy the solution, even if we have been advised of the possibility of such damages.
13.1 You agree to indemnify us against any and all losses, claims, costs, expenses, actions, demands, liabilities or any other proceedings, whatsoever incurred by us in respect of any claim by a third party arising from or connected to any breach by you of your obligations under this agreement.
14. Validity of Each Term
14.1 Should any term of this Agreement become invalid for any reason, it shall be severed from this Agreement without affecting the validity, enforceability or legality of the remaining terms.
15. Entire Agreement
15.1 This Agreement constitutes the entire Agreement and supersedes and cancels all prior negotiations between the parties with respect to its subject matter.
16. General Terms and Conditions of Trade
16.1 Accepting Utopia's services also require your acceptance to these Terms and Conditions as detailed at http://www.utopia.co.nz/terms