1080Design Ltd Terms of trade
In these conditions unless the context otherwise requires:
Company means 1080 DESIGN LTD.
Buyer means the person, or company buying the goods from the Company.
Products and/or Services mean the products and/or services being purchased by the Buyer from the Company.
Subscriptions and/or Licencing means purchase of the legal rights to use software or services in relations to the Products and/or Services by the Company on behalf of the Buyer.
Quotation and/or Quote means the estimate or indication of the price and cost of Products and/or Services on offer for a fixed term being purchased by the Buyer from the Company.
Contract means the agreement between the Company and the Buyer for the purchase of goods and/or services.
Project means the body of work being purchased by the Buyer from the Company as agreed in the Contract.
Payment means the exchange of money between the Buyer & the Company for the purchase of goods and/or services.
Date Of The Contract means where the contract arises from a quotation given by the Company, i) the date of acceptance of the order by the Company; or ii) Where the contract arises from a quotation given by the Company, the date upon written notification of acceptance of the quotation is received by the Company.
Contract Price means the price of goods as agreed between the Buyer and the Company.
Person includes a corporation, association, firm, company, partnership or individual.
Manager is the appointed decision maker for the Buyer & the Company.
PPSA means the Personal Property Securities Act 1999.
2.1. The Buyer may request a Quote from the Company setting out the price and quantity of the Goods to be supplied. If the Quote is acceptable to the Buyer, the Buyer may place an order within an acceptable timeframe.
2.2. 1080Design Ltd will provide clients with written Quote for all work undertaken and these quotes will provide a breakdown of costs and 1080Design Ltd will only undertake the work indicated in these Quotes.
2.3. In the event that work, products or services are required in addition to the original Quote, 1080Design Ltd will update the Quote to include those additional services as soon as possible and send the updated Quote for approval prior to the additional work commencing.
2.4. Quotes are subject to change based on discussions and decisions made with the Client during the design and build process and should not be taken as final indication of the cost of the project.
2.5. Quotes are valid for 30 days from the date of the Quotation and expiry is indicated as such on the Quote.
If any instruction is received by the Company from the Buyer for the supply of products and/or services, it shall constitute acceptance of the terms and conditions contained herein. Upon acceptance of these terms and conditions by the Buyer, the terms and conditions are definitive and binding.
4. Terms and Conditions
4.1. These terms and conditions and any subsequent terms and conditions issued by the Company shall apply to all orders for the goods and the services made by the Buyer after the date and time at which these conditions are first delivered or sent by email or facsimile to, or otherwise brought to the notice of, any employee, staff member or representative of the Buyer.
4.2. It shall be the Buyer’s responsibility to ensure that these conditions are promptly brought to the attention of the appropriate staff of the Buyer, and accordingly any order made by the Buyer after the date and time described above in this clause shall be deemed to be an acceptance of these conditions.
4.3. The engagement of the Buyer in relation to Products and/or Services to the Company as outlined in the Quote and/or Contract is deemed to be acceptance of the Terms & Conditions as outlined by the Company.
5.1. The Price shall be as indicated on invoices provided by the Company to the Buyer in respect of products and/ or services supplied; or
5.2. The Price shall be the Price of the Company’s current Price at the date of delivery of any goods.
5.3. The Company reserves the right to charge out a minimum rate of .75 hour (45mins) for all and any work less than 1 hour (60mins).
5.4. Time for payment for the products and/or services will be stated on the invoice, quotation, tender documents, work authorisation form or any other work commencement forms. If no time is stated then payment shall be due on the delivery of any goods.
5.5. The Buyer agrees that the Price shall be determined by the Company, and shall take into consideration “one-off” costs such as design and production.
5.6. The Buyer agrees that the Company may be required to purchase additional software, plugins and themes from 3rd parties. The Price of these additional software, plugins and themes, along with all and any licensing, updates and support services is determined by the 3rd party and the Company takes no responsibility for the ongoing continuation or availability of these products and services.
5.7. The Company reserves the right to implement a surcharge for alterations to specifications of Products and/or Services after the Quote has be sent and the Contract accepted.
6. Payment, Late Payment, Default of Payment and Consequences of Default of Payment
6.1. The method of payment will be made by bank deposit, or by any other method as agreed to between the Buyer and the Company.
6.2. Subject to any provision to the contrary in the Contract, payment (being bank deposit unless otherwise arranged in advance and confirmed in writing by a director of the Company or someone authorised to do so) shall be received prior to delivery of the goods and/or services or before seven (7) days following the date of the Company’s invoice to the Buyer at the discretion of the Company.
6.3. Late payment shall incur interest at the rate of 5% per month on outstanding balances calculated on a monthly basis. This shall be payable on any monies outstanding under the Contract from the date payment was due until the date payment is received by the Company, but without prejudice to the Company’s other rights or remedies in respect of the Buyer’s default in failing to make payment on the due date.
6.4. Without prejudice to any other remedies the Company may have, if at any time the Buyer is in breach of any obligation (including those relating to payment), the Company may suspend or terminate the supply of Goods and/or Services to the Buyer and any of its other obligations under the terms and conditions. The Company will not be liable to the Buyer for any loss or damage the Buyer suffers because the Company exercised its rights under this clause.
6.5. In the event that:
a. Any money payable to the Company becomes overdue, or in the Company’s opinion the Buyer will be unable to meet its payments as they fall due; and/or
b. The Buyer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; and/or
c. A receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Buyer or any asset of the Buyer; and/or
d. The Buyer ends the Contract prior to completion and/or
e. The Buyer fails to meet their obligations under any other terms in this Contract;
The Company shall be entitled to cancel all or any part of any order of the Buyer that remains unperformed in addition to, and without prejudice to any other remedies; and all amounts owing to the Company shall, whether or not due for payment, immediately become payable in 7 days.
6.6. Progress payments may be required in certain situations as mentioned in clause 13.5.
6.7. 1080Design Ltd will employ the services of debt collection agencies to recover any outstanding invoices over 90 days overdue, 1080Design Ltd also reserves the right to pass any associated collection costs to recover the debt.
6.8. The Buyer is responsible for any costs and fees that may arise from the collection of overdue monies to the Company.
7.1. The Contract constitutes a security interest in the goods supplied by the Company to the Buyer for the purposes of the PPSA as security for payment by the Buyer of all amounts due under the Contract, including any future amounts.
7.2. The Buyer agrees to promptly execute and deliver to the Company all assignments, transfers and other agreements and documents and do anything else which the Company may deem appropriate to perfect the Company’s security interest over the Buyer, or obtain the priority required by the Company or register (and renew registration) a financing statement for a security interest in favour of the Company.
7.3. The Buyer agrees to treat the security interest in the goods as a continuing and subsisting security with priority over a registered general security interest and any unsecured creditors, regardless of whether the goods have become fixtures at any time before payment has been made for them.
8. Governing laws
These Terms of Trade will be interpreted in accordance with applicable government legislation, which will have exclusive legal jurisdiction over any dispute in relation to the products and/or services or these Terms of Trade.
9. Dispute resolution
9.1. The Company will endeavour to resolve any dispute between the Buyer and itself without the need for Court proceedings. Any such attempt is without legal prejudice.
9.2. Both the Buyer and the Company have the right to dissolve the contract, in writing, within 30 days of the Date of the Contract.
10. Reservation of title
Ownership and title of the goods remains with The Company until the purchased price and all other monies owing by the Buyer, under the contract or any other contract to The Company, have been paid in full.
11. Warranty & Refunds
11.1. The Company warrants that it will repair or make good any defects in the goods and services, if written notice of the claim is received by the Company within fourteen (14) days from the date the goods or services were delivered.
11.2. No claim shall be accepted under such warranty if any attempt to repair the defective goods is made by any person not authorised by the Company, or if the defective goods have been modified or incorrectly stored, maintained or used.
11.3. If the Company elects to repair or replace any defective goods or services, such work shall be undertaken at such place as the Company may reasonably specify and the Buyer shall be responsible at its cost and risk for shipment of the defective goods to the place specified.
11.4. There will be no refunds for all and any additional products and/or services purchased by the Company on behalf of the Buyer included in the Quote other than when required by any local and applicable laws.
11.5. Software licences and licencing for Products and/or Services that require ongoing subscriptions as outlined in the Quote and/or Contract are not refundable or transferable.
12. Subscriptions & Licensing
12.1. Software licences and licensing for Products and/or Services that require ongoing subscriptions as outlined in the Quote and/or Contract will be automatically renewed as required and invoiced to the Buyer as per the Company’s terms and conditions.
12.2. The termination of renewal of any Software licences and licensing for Products and/or Services that require ongoing subscriptions as outlined in the Quote and/or Contract must be made in writing by either the Buyer or the Company within thirty (30) working days of renewal of the Products and/or Services.
12.3. All outstanding monies owed on the Date of the request for termination of renewal of any Software licences and licensing for Products and/or Services that require ongoing subscriptions as outlined in the Quote and/or Contract must be paid in full before the Products and/or Services are terminated.
12.4. The Buyer agrees that the Company may be required to purchase additional software, plugins and themes from 3rd parties. The Buyer agrees that Company takes no responsibility for the ongoing continuation or availability of any software, licensing, updates and support services from any 3rd party supplier.
13. Schedule & Timeframe
13.1. The Company will attempt complete all website builds in the time frame agreed upon with the client, this is subject to change depending on design changes and receiving the correct information and content from the Buyer.
13.2. The Company will communicate with the Buyer about any requirements and/or obligations from the Buyer in relation to content and information required to complete the Products and/or Services outlined in the Quote and/or Contract.
13.3. The Buyer is expected to provide the Company with requests for content and/or information required to complete the Products and/or Services outlined in the Quote and/or Contract in a timely manner.
13.4. Failure to provide content and/or information required to complete the Products and/or Services outlined in the Quote and/or Contract in a timely manner may result in the suspension and/or termination of the Contract as outlined in clause 6.4 and 6.5
13.5. In some cases, the Company may require progress payments for Products and/or Services or Subscriptions and/or Licencing that require the purchasing of 3rd party Products and/or Services or Subscriptions and/or Licencing or Projects that exceed 4 weeks in duration, or at the discretion of the Company which will be discussed with the Buyer and included in the Quote and/or Contract.
13.6. Where progress payments are requires as outlined in clause 13.5. The Company may suspend work on the Project until the progress payment is made in full.
14.1. The Company shall not be liable for any loss of any kind whatsoever suffered by the Buyer as a result of any breach of any of the Company’s obligations under the Contract, including any cancellation of the Contract or any negligence on the part of the Company, its servants, agents or contractors, nor shall the Company be liable for any loss, damage or injury caused to the Buyer’s servants, agents, contractors, buyers, visitors, tenants, trespassers or other persons.
14.2. The Buyer shall indemnify the Company against any claim by any such person.
15. Domain Names, Web Hosting & Email Services
15.1. Invoices for the renewal of domain names, web hosting accounts and email services must be paid within seven (7) days of the invoice date unless an alternative payment agreement has been made.
15.2. Domain names, web hosting accounts and email services are automatically renewed to avoid any disruptions to email and website services. Any domain names, web hosting accounts and email services under the control of 1080Design Ltd are automatically renewed each year in advance and will be charged in advance for the following year and subject to these Terms and Conditions.
15.3. Cancellation of these services requires written notice to 1080Design Ltd within fourteen (14) days of the date of expiry otherwise these services will automatically be renewed.
15.4. Invoices for the renewal of domain names, web hosting accounts and email services are sent out at least one (1) month in advance of the expiry date.
15.5. If payment for domain names, web hosting accounts and email services are not paid thirty (30) days after the invoice date, your account may be suspended and result in disruptions to email and website services. These services will be reinstated within 24 hours of payment being processed and the Company notified.
15.6. If payment for domain names, web hosting accounts and email services are not paid sixty (60) days after the invoice date, your account may be cancelled and result in the loss of all email and website services, data, content, images and artwork and may be closed down permanently and without further notice.
15.7. The failure of the Buyer to make Payment to the Company after the renewal of domain names, web hosting accounts and email services may result in additional costs and/or action being taken to recover the costs of these Products and/or Services as outlined in clause 6.3, 6.4, 6.5, 6.7 & 6.8 of these Terms & Conditions.
15.8. The Company may manage your domain name on the Buyer’s behalf for invoicing, technical and administrative purposes and for access to DNS and other essential and related services. In this situation, the Buyer is still the legal owner of the domain name.
15.9. The request of UDAI codes for the transfer of domain names shall be made in writing by the Buyer, preferably by email to firstname.lastname@example.org and this information will be provided to the legal owner as outlined in the domain records via email request from the domain provider. The Company will only send the UDAI codes to the legal, registered owner as indicated in the domain records and will not be supplied to any third parties under any circumstances.
15.10. In situations where domain names have been registered incorrectly or by mistake, the Company will do its best to help the Buyer facilitate the transfer of ownership where possible but will not be liable for incorrect information or registration from previous or third parties and/or any loss of any kind as outlined in clause 14.1 & 14.2.
16. Additional Terms
16.1. These terms and conditions are subject to change at any time at the discretion of the Company and are available to view publicly at https://1080design.co.nz/terms-conditions. The location of these Terms and Conditions are indicated on the Company website and in all Quotations, Contracts and Invoices between the Buyer and the Company.