Terms of Trade - Studio 1984 Limited
1. SCOPE
1.1 Products and services (together referred to as Products) provided by Studio 1984 Limited (the Company, we, us) to you (the Client, you) are provided on these terms and conditions (Terms), unless agreed otherwise in writing.
2. QUOTES
2.1 If we provide a Quotation (Quote) for Products, the Quote shall be valid for thirty (30) days from the date of issue.
2.2 While we do our best to keep to our Quotes, they are estimate only, and are based on information provided by you. We reserve the right to vary our Quotes if new information comes to light, or due to circumstances beyond our control. We will advise you as soon as we can if our Quote will be revised.
2.3 Quotes exclude travel charges, delivery charges and goods and services tax and other third-party charges, all of which you agree to pay.
3. FEES
3.1 You agree to pay all Fees issued by the Company that relate to Products.
3.2 Charge out rates charged by the Company, and associated Fees may change from time-to-time.
3.3 We use all reasonable endeavours to meet your delivery requirements and order specifications, however you will not be entitled to cancel the whole or part of an order or claim compensation by reason of the Company’s failure to comply with your delivery requirements or minor variations to the Products.
4. PAYMENT
4.1 Fees are payable within 7 days of the date shown on an invoice.
4.2 Ownership of all Products remain with the Company until payment in full has been received by the Company.
4.3 If Fees and other costs are not paid by their due date, the Client agrees to pay all the Company’s costs and expenses (including legal costs) which may be incurred in the recovery or attempted recovery of the overdue amounts from the client.
4.4 Receipt of a cheque shall not constitute payment, or part thereof until it is honoured in full respecting the amount entered upon its face.
4.5 Prior to the supply of Products, the Company may require a deposit from the client. The Company may also require part-payment, part way through completion of providing Products.
4.6 If for any reason the supply of Products is cancelled in writing by the Client, the Company is entitled to charge for Products supplied to the date of cancellation (including time-spent until cancellation on partially completed Products).
5. CONFIDENTIALITY
5.1 The Company agrees to keep confidential all information relating to the client or any customer of the client including commercial, marketing, technical or other information of whatever nature (including all trade secrets, know-how, estimates, forecasts, opinions, projections, accounts, reports and statements), which is at any time made available to the Company.
5.2 The Client shall supply the Company with all information required for the Company to provide the Products (including any intellectual property and associated licences owned by the Client).
6. INTELLECTUAL PROPERTY
6.1 Intellectual Property means all intellectual property rights of all kinds owned by the Company relating to the Products and includes, without limitation, all confidential information and all associated logos, trademarks (whether registered or unregistered), brand names, product names, slogans, know how, indicia, domain names, get up, code, designs and copyrights (including copyright in any website), owned by or licensed to the company and used in or in connection with the Products.
6.2 The Company is, and shall remain, the sole and exclusive owner of the Intellectual Property relating to the Products, unless the Company specifically agrees in writing that you will purchase and own such Intellectual Property.
6.3 If you do not purchase the Intellectual Property, the Company grants you a royalty free, non-exclusive licence to use such Intellectual Property in the Products provided to you, to the extent required for the you use (including, without limitation, by copying, distributing, transferring and otherwise exploiting) such goods and other materials supplied to you under these terms.
6.4 Unless agreed otherwise in writing by the parties, nothing in these terms affects ownership of any Intellectual Property Rights which came into existence before the date of these terms.
6.5 The parties warrant to each other that they are lawfully entitled and have full authority to grant the licences of Intellectual Property Rights set out in these terms.
6.6 Each party indemnifies and agrees to keep the other party indemnified against all losses, liabilities, costs, damages and expenses (including legal costs and expenses on full indemnity basis) arising in connection with any claim, action, proceeding, order or judgment obtained by a third person alleging or finding that either party’s use of any intellectual property, goods or other materials supplied under these terms infringes the intellectual property rights of a third person.
7. DISPUTES
7.1 No claim relating to Products will be considered unless made within 14 days of delivery or installation.
7.2 We will endeavour to respond to any complaint within 24 hours.
7.3 The parties shall meet and discuss in good faith any dispute or difference between them arising from these terms and conditions.
7.4 If such discussions fail to resolve the dispute, either party may by written notice to the other require that the dispute be submitted for mediation by a single mediator agreed between the parties.
8. TERMINATION
8.1 Either party may terminate this contract in writing, provided that at least 14 days’ notice is given.
8.2 The Company may immediately cease providing Products the client doesn’t pay any sum due, or in the view of the Company appears to be in a position where it will not pay any sum due.
9. LIMITATION OF LIABILITY
9.1 We use all reasonable endeavours to provide final proof samples to you before finalising any products. We rely on you to complete the final checks of those proofs to ensure all information has been recorded correctly, and we will not be responsible for any errors in the final product that were not picked up by you in the proof sample.
9.2 Our liability to shall be limited to the replacement of any Product or provision of any Products supplied to the client under these terms.
9.3 The Company shall not be liable for delay or failure to perform its obligations if the cause of delay or failure is beyond its control including suppliers not supplying their products or services on time.
9.4 The Company accepts no liability for corruption of data in way whatsoever, nor for incorrectly inputted data from any person other than its employees or agents.
9.5 The Company shall not be liable for any consequential, indirect or special damage or loss of any kind whatsoever.
9.6 The Company makes no warranty or representation of any kind regarding the Products, and will not be held liable, in relation to the accuracy, adequacy or completeness of any information or design relating to the Products.
10. GENERAL
10.1 If the Customer is in trade, the guarantees contained in the Consumer Guarantees Act 1993 do not apply.
10.2 The time agreed for provision of Products shall not be an essential term these Terms unless specifically agreed in writing with the Client.
10.3 Failure by the Company to enforce any of these Terms shall not be deemed to be a waiver of any of the rights or obligations under these Terms.
10.4 If any provision of these terms and conditions shall be invalid, void or illegal or unenforceable, the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
10.5 The Laws of New Zealand govern our trading and the client agrees with the Company to submit to the non-exclusive jurisdiction of the Courts of New Zealand and agree that any legal proceedings may be heard in those Courts.
10.6 If you engage us on behalf of a trust, company or other entity you warrant that you have the power to bind that entity.
10.7 You are not required to sign these Terms. Your continued instructions and correspondence with us will be taken as acceptance to these Terms.