Terms & Conditions

1. In this Agreement: "Final Design" means the final version of the design or work created as a result of the Project Services; "Copy" means a text that accompanies any design; "Interest" means interest at a rate of 15% per annum compounding daily; "Advertisement" means any advertisement supplied by Unified to the Client; "Client" means the Client named on the front page of this Agreement; "Unified" means Unified Brands Ltd.

2. Unified will manage and provide all project services as stated in the estimate or quote provided to and signed off by the Client (“Project Services”).

3. The estimate or quote is based on Unified receiving a final brief from the Client.

4. If additional services are required to meet the project's requirements or deadlines that Unified believes are beyond the scope of the original estimate, Unified will seek and obtain the Client's approval prior to incurring any extra expense.

5. The Client must proof read and approve all Final Designs before print production or manufacture. The Client agrees that it is fully liable for any errors or omissions in the Final Designs which remain after the Client has approved those Final Designs. Once the Client has approved the Final Designs and proofs, and made the necessary alterations it is liable for subsequent alterations and corrections.

6. Where it is necessary for Unified to engage third parties (including, but not limited to, printers, photographers, models, website developers, website hosting) to complete the Project Services, Unified will advise the Client in advance of the likely cost of the third party involvement. If the Client accepts the estimate provided by the third party, the Client agrees to pay the amount estimated by the third party in full.

7. Subject to notification of a disputed amount (Disputed Amount), payment is due by the 20th of the month following the date of invoice (Due Date).

8. If the Client disputes any portion of any amount appearing as payable on an invoice issued by Unified, the Client will promptly notify Unified of that disputed amount in writing within thirty (30) days of the date of the disputed invoice, specifically identify the reason for the dispute, and make payment of the undisputed amounts owed (if any) of that invoice immediately upon such amounts falling due under clause 7.

9. With the exception of amounts notified to Unified in accordance with clause 7 above, in the event that payment is not received within 60 days from the Due Date, Unified will post a final demand to the Client. The Client will from then on be liable for all subsequent costs incurred in recovering the debt. These costs include, but are not limited to full solicitor costs, debt collection, court costs and interest on the amount due charged at the rate of 15.00% per annum.

10. No title in any tangible property (including artwork, final photographs, 3D models, software purchases) or title in any intellectual property in the Final Designs passes to the Client until payment has been made in full. Until payment has been made in full, Unified will be entitled to recover any tangible property from the Client’s assigns, liquidator or receiver. Upon payment of Unified’s invoice title in the Final Designs created by Unified passes to the Client.

11. Except for the Final Designs, electronic files and associated software remain the property of Unified, and are archived and kept in storage on Unified’s premises and at Unified's expense. Unified does not warrant the integrity of the files kept on Unified’s premises and is not responsible for any corruption or loss of data incurred during the storage process. Unified is permitted to use copies of Final Designs for the purpose of marketing the services that it offers to clients.

12. If the Client wishes to access and amend electronic files, the cost of file amendments will be charged at Unified's standard hourly rate. Any additional expenses, such as materials required to supply the file will also be invoiced.

13. Unified will store all Client files for a minimum period of two years. After which time Unified may, at its discretion, destroy any and all files held. No notice of this will be given to the Client.

14. The Client warrants that:

(a) it has taken all reasonable steps to ensure that it is entitled to reproduce any written material or images supplied by the Client to Unified.In relation to the performance of the Project Services, the Client shall indemnify Unified against any damages, costs, expenses and legal costs incurred by Unified arising in any way from unrelated third party claims suffered or incurred by Unified in connection with the performance of the Project Services.

(b) that it shall use all reasonable care to review and proofread in accordance with clause 5..

15. Should this agreement be canceled by either party, Unified will be paid for all Project Services completed by Unified from the commencement of the project, to the date of cancellation of this Agreement.

16. Unified agrees: a. Subject to clause 14, that in performing the Project Services it will obtain every necessary or prudent authorisation, and comply with every law, regulation and code of practice concerning the contents and placement of the Final Designs; b. to indemnify the Client against all losses, damages and costs (excluding consequential loss, loss of profits or loss of business) arising in relation to Unified’s provision of the Project Services to the Client.

17.1 The Client agrees to tell Unified as soon as possible if there is an error or omission in any Copy supplied by the Client. Unified warrants that the Project Services will be performed in a professional manner with due care and skill. The Client's exclusive remedy for any breach of this warranty will be to advise Unified not later than 30 days after the work was performed of any defect in the Project Services or breach of the above warranty and upon receipt of written notice Unified shall use commercially reasonable efforts to cure the defect or remedy the breach at its expense by either (in Unified’s sole discretion) (i) the supplying part of the Project Services again; or (ii) paying the cost of having the Project Services supplied again; or (iii) returning that part of the Cost paid to Unified for the work related to the defect. Provided that where any defect or breach is brought to Unified's attention later than 30 days after that work was performed then Unified shall be under no obligation to provide any remedy whatsoever.

17.2 Unified shall not be liable to the Client under this Agreement for the Client’s indirect, consequential or special loss, or loss of profit, however arising whether under contract or tort or otherwise.

17.3 The maximum aggregate amount payable, whether in contract, tort or otherwise, in relation to all claims, damages, liabilities losses or expenses shall be the amount of fees paid to Unified (including GST).

17.4 To the extent permitted by law, all express or implied warranties, representations, terms and conditions other than those expressly contained in this Contract are excluded. The Client and Unified agree that where all, or any of, the Services are acquired for purposes of a business the provisions of the Consumer Guarantees Act 1993 are excluded in relation to those services.

18. In producing an Advertisement, Unified is doing so in consideration of and relying on the Client’s warranty that the information provided by the Client to Unified in the course of carrying out the Project Services does not contain anything that is:

i. Misleading, deceptive, likely to mislead or deceive or which otherwise breaches the Fair Trading Act 1986;

ii. Defamatory, indecent or which otherwise offends against generally accepted. community standards;

iii. An infringement of copyright, a trademark or any other intellectual property rights;

iv. A breach of any provision of any statute, regulation, by-law, or other rule or law.

19. Under no circumstances will Unified be liable for failure to perform obligations if the failure results from force majeure, earthquake or other natural disaster, act of God, fire, explosion, industrial dispute, act of government such as a change in legislation, regulation, or order made under legislative authority, or anything beyond Unified's control.

20. Unified will send invoices to the Client within five working days of the beginning of each month in which the Project Services are carried out.

21. The Client must let Unified know before the Due Date for payment if the Client thinks there is an invoicing error. If Unified agrees, Unified will adjust the invoice.

22. Termination / Cancellation:

a) Where Unified ends this Agreement and the Client has not paid any money due and owing under an invoice issued prior to the termination date the Client must pay to Unified all fees payable under this Agreement for Project Services.

b) In the event that the Client terminates this Agreement or cancels any request for Project Services, Unified shall be entitled to charge a reasonable fee for any work done on behalf of the Client in respect of the request for Project Services prior to the date of termination.

c) All intellectual property in work undertaken by Unified in furtherance of the Project Services up to the termination date passes to the client on payment in full (whether or not such work constitutes a Final Design).

d) Nothing in this clause limits the rights of the parties to recover damages or other compensation that may be awarded for other breach of this Agreement.

23. The canceling of this Agreement does not affect any rights and responsibilities that are intended to continue. These include the rights and duties under clauses 10, 12, 13, 16 and this clause 23 and which shall not merge upon termination of this Agreement.

24. Notices:

a. Unified will send invoices and notices to the street address OR e-mail address given by the Client in this Agreement. Unified may assume any:

i. Invoice or notice has been delivered five days after Unified sends it;

ii. E-mail has been received when it has been sent to the e-mail address Unified sent it to even if it has not been downloaded from the internet service provider hosting the e-mail address;

iii. The Client may send any notice to Unified by:

i. Emailing the document to getunified@unifiedbrands.co.nz

c. Each party will tell the other party if that party changes its street address, e-mail address, or telephone number.

25. Each clause of this Agreement is separately binding. If for any reason any provision of this Agreement is deemed invalid, void or illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

26. Any failure by either party to enforce at any time or for any period any one or more of the terms of this Agreement is not a waiver of them or of any right at any time subsequently to enforce all terms and conditions of this Agreement including for any previous breach thereof.

27. The parties both submit to the jurisdiction of the Courts in Auckland.

28. Both parties acknowledge that prior to completing this Agreement they have had the opportunity to obtain such advice, including independent legal advice, as it requires regarding this Agreement and its effects.

29. The terms and conditions of this Agreement govern the relationship between Unified and the Client and supersede all prior representations or agreements whether oral or in writing. The Client agrees that notwithstanding any other agreements between Unified and the Client the terms of this Agreement are paramount and take precedence in the event of any conflict.

30 Personal guarantee

30.1. Where the Client is a company:

a. The directors entering the Contract on behalf of the Client personally guarantee, jointly and severally, all obligations of the Client; and

b. The Client and the guarantors will be jointly and severally liable under these the Contract.

31. Acceptance of an estimate by the Client constitutes agreement to all the terms and conditions as outlined in clauses 1 to 30 inclusively.