Terms of Engagement

1.1 In these terms:

New Territory means New Territory Limited, a company incorporated in New Zealand. References to "we", "us" and "our" mean New Territory.

Client means the person or entity that accepts these terms under clause 2, together with anyone who places an order on its behalf. References to "you" and "your" mean the Client.

Proposal means the written estimate, quotation or quote document we provide for a Project, setting out its scope, deliverables, fees, payment schedule and any timeline or assumptions. References to a "Quote" mean a Proposal.

Project means the work described in a Proposal or a project-specific contract.

Services means the design, development, growth, maintenance, hosting or other services we provide for a Project.

Deliverables means the specific work product we create for the Client under a Project.

Pre-Existing Materials means any software, code libraries, frameworks, templates, scripts, designs, working files, development and deployment pipelines, build tooling, source repositories, methodologies, theories, formulas or other materials we created before, or independently of, the Project.

Developed Works means the Deliverables, excluding any Pre-Existing Materials incorporated in them.

Agreement means these terms together with the relevant Proposal and any project-specific contract, NDA or SLA.

1.2 If there is any conflict, the documents are read in the following order of precedence, from most specific to most general: (a) any Modification Schedule to the Project Contract; (b) any NDA, on confidentiality matters only; (c) the Project Contract; (d) the Proposal or Quote for the Project; (e) any SLA; (f) these terms. A document higher in this order prevails over a lower one to the extent of the conflict. The Proposal or Quote is the source of truth for the Project's scope, deliverables, fees and payment schedule, and governs those matters over anything more general above it.

1.3 Headings are for convenience only and do not affect interpretation. The singular includes the plural and the reverse.

2.1 At proposal stage we provide a written estimate or quotation by email.

2.2 You accept these terms, and a binding contract is formed, when the earliest of the following occurs: you sign the estimate or project contract; you confirm acceptance by email; or you place an order for the Services in writing or verbally.

2.3 The terms that apply to a Project are the terms in force on the date that Project is accepted under clause 2.2. Later changes to these terms do not apply retrospectively to an accepted Project.

2.4 The person accepting these terms warrants that they have authority to bind the Client. Where that person signs in a personal capacity for a business, the business is the Client.

2.5 Proposals and Quotes. A Proposal or Quote sets out the scope, deliverables, fees, payment schedule and any timeline or assumptions for a Project. Unless stated otherwise, a Proposal is valid for 30 days and is an estimate, not a fixed price, except where it states a fixed amount. Accepting a Proposal under clause 2.2 incorporates it into the Agreement, and for that Project the Proposal governs scope and price over these general terms (clause 1.2). Work outside the accepted Proposal is handled under clause 5.

3.1 Any indication of a Project's duration is an estimate only.

3.2 On engagement we raise a contract for approval, then issue an invoice for the deposit with a 7 day payment term. We schedule the approved hours into our workflow and treat the Project as active only once the deposit has cleared and the contract is co-signed.

4.1 Either party may propose placing a Project on Rush. Rush Services are any work requiring action outside business hours or an expedited delivery, and take priority in our workflow.

4.2 Rush Services are charged at time and a half (150%) of our standard rate then in effect.

4.3 The expedited delivery window is agreed case by case and must be accepted before the Rush work begins.

5.1 Work over and above the estimate, outside the agreed scope, or arising from your changes to supplied copy or content or to an approved design, is chargeable separately on a time and materials basis at our hourly rate then in effect.

5.2 Charges for additional services requested during a Project become payable on acceptance of the estimate for that additional work.

5.3 During a Project you may request enhancements to the concept or Deliverables. We will use commercially reasonable efforts to prioritise resources, but pre-existing obligations to third parties may delay them. Enhancements may include supplied content, design or development deliverables, copywriting, uploads, data migration, new media or illustrations.

5.4 Any change to agreed scope must be documented in writing, costed, and approved by both parties before it begins. Delays in your approval may extend delivery timelines.

5.5 We accept no responsibility for amendments made by any third party, before or after publishing.

6.1 You are responsible for supplying adequate content (imagery, text, video or other material) to deliver the Project, or for producing it, unless we agree to source it.

6.2 We may use placeholder content where files are not available at the start of a Project. You are responsible for replacing placeholder content before release.

6.3 We will set up a staging environment with a timeline for you to populate, and provide adequate training to do so. Failure to deliver content within that timeline may result in a Project Freeze or Exit under clause 7.

7.1 We may freeze a Project if you do not provide launch approval, content, feedback, on-time payment, or any other Project dependency within the expected timeline.

7.2 A frozen Project is no longer active. Hosting, DNS or other support services may be suspended. A frozen Project holds no place in any queue or priority schedule until reactivated.

7.3 Where a freeze follows non-communication, we will calculate actual hours worked to date and invoice them, and you agree to pay that invoice. Where a freeze follows an overdue payment, we require the outstanding amount before we continue work or restore services.

7.4 To reactivate, both parties agree a new completion timeline. A reactivation fee of up to 10% of the remaining Project value may apply.

7.5 We may exit a Project that has been frozen for more than 3 months. On exit we are released from the responsibilities of that Project and it is treated as complete.

7.6 Both parties agree to act reasonably to avoid a freeze or exit.

8.1 Project work. Payment follows the structure in the Proposal. This is typically a deposit of 50% of the lower estimate to begin, then monthly invoicing for actual hours and expenses up to the agreed budget. A final GST invoice is issued before completion and is due on receipt. We do not publish or release work until cleared funds are received.

8.2 Retainers, subscriptions and ad-hoc maintenance. We invoice monthly for time and services in that cycle. Payment is due by the due date on the invoice. Non-payment may result in suspension of services.

8.3 Expenses. You pay expenses incurred in connection with the Agreement, including (a) incidental and out-of-pocket costs such as postage, shipping, courier, presentation materials and computer expenses; (b) non-stock materials such as images and fonts; (c) reasonable travel; and (d) hosting, licensing fees and third-party tool costs.

8.4 Taxes and currency. Unless stated otherwise, all fees are exclusive of GST and any other applicable taxes, which are payable by the Client. For New Zealand clients, GST applies at 15%; services exported to overseas clients are zero-rated for GST where the relevant tests are met. Any payment processing fees are the Client's responsibility. If an overseas Client is required by law to withhold or deduct tax from a payment to us, the Client will increase the payment so that we receive the full invoiced amount net of that withholding, and we will provide a New Zealand tax residency certificate on request so the Client can apply any reduced rate available under a double tax agreement. We may invoice in NZD, USD, GBP, AUD or EUR as a convenience, but the New Zealand dollar is the governing currency, and the contract value and any disputed amount are determined in NZD.

8.5 Invoice queries. Any query or request for a payment term adjustment must be made in writing by email within 2 days of receiving the invoice.

8.6 Payment methods. We accept bank deposit, credit card (on request), direct debit (on request) and a 6 month payment plan through Smart AR Fee Funding. Alternative bank details are at newterritory.studio/payment.

9.1 Interest accrues on amounts unpaid more than 15 days past the due date, from the due date until paid in full, at 5% per annum above the Official Cash Rate published by the Reserve Bank of New Zealand from time to time. We may also recover collection costs under clause 9.4.

9.2 An account is in default if it remains unpaid 30 days from the invoice date.

9.3 Where an account is in default we may, after written warning, suspend the Services, withhold release of Deliverables, suspend or take down hosting and DNS that we operate, and shift forecasted timelines and due dates. We act only through our own hosting, server and project-management systems. We do not access your systems or credentials to do so. Suspension or withholding does not relieve you of the obligation to pay.

9.4 If your account is in default you agree to pay our reasonable legal, accounting and third-party collection costs in enforcing the debt and these terms.

10.1 For any bona fide dispute other than non-payment, the parties will first attempt to resolve it in good faith, and failing that by mediation administered by the Arbitrators' and Mediators' Institute of New Zealand (AMINZ) in Auckland. Where a Project Contract is in place, its mediation and arbitration mechanism governs.

10.2 You must notify us immediately of any issue that may lead to a dispute, including quality, service, cost or deadline. Without that notice we are not obliged to enter a dispute resolution process.

10.3 Nothing in this clause prevents either party from seeking urgent interim relief from a court.

11.1 Your content. By supplying text, images, data or other material, you confirm you hold the necessary copyright, trademark and other permissions. Ownership of that material remains with you or its rightful owner. You grant us a licence to use it as needed to deliver the Project.

11.2 Assignment of Developed Works. On full payment of all amounts due for a Project, we assign to you all right, title and interest in the Developed Works for that Project. The Developed Works are the deliverables as built and deployed for you, such as your live website, Shopify theme or Kirby build. They do not include our Pre-Existing Materials, source repositories or development and deployment pipelines, which are dealt with in clause 11.3.

11.3 Pre-Existing Materials. We retain all right, title and interest in Pre-Existing Materials. Where Pre-Existing Materials are incorporated in the Developed Works, we grant you a non-exclusive, non-transferable, perpetual licence to use them solely as part of the Developed Works for your internal business purposes. You must not disclose, distribute, sublicense or otherwise make Pre-Existing Materials available to any third party without our prior written consent.

11.4 Moral rights. To the extent permitted by the Copyright Act 1994, each individual author waives, and we procure the waiver of, moral rights in the Developed Works in your favour for the agreed use.

11.5 Third-party materials. Any third-party software, code, plugin or other material in a Project remains the property of its creator. Ongoing licence or upgrade fees are your responsibility.

11.6 Indemnity for supplied material. You indemnify us against all claims, damages and liabilities arising from material you supply, including any infringement of copyright or other rights. If material you or we supplied in good faith turns out to carry rights or royalty limitations, you allow us to remove or replace it.

11.7 Pre-completion ownership. Until assignment under clause 11.2, we own the work and its copyrights. We acknowledge that concepts and creative supplied by you remain yours at all times.

12.1 We do not undertake commissioned photography or video shoots. Any photography, video, imagery or other content you supply remains yours, as set out in clause 11.1, and you are responsible for holding the necessary rights to it.

12.2 Where we source third-party media on your behalf, such as stock imagery or fonts, it is licensed under the terms of its provider and clause 11.5, and any ongoing licence fees are your responsibility.

13.1 Each party will keep the other's confidential information confidential and use it only to perform or receive the Services, except where disclosure is required by law or to professional advisers under a duty of confidence.

14.1 Where we process personal information on your behalf, we will comply with the Privacy Act 2020, process it only to deliver the Services, and take reasonable steps to keep it secure.

14.2 You confirm you have the right to share with us any personal information you provide, and that doing so does not breach the Privacy Act 2020 or any other law.

15.1 You agree to supply data in a format we can accept. Standard text (.txt) or MS Word (.docx) by email, FTP or shared folder for text. Images in a format we prescribe, by email or FTP, of a quality suitable for use without further processing.

15.2 We are not responsible for the quality of images you supply, including any scanned from printed materials.

15.3 Additional expenses may apply for photography, art direction, image searches, media conversion, image processing, data entry or colour correction.

16.1 A Project is complete on our receipt of your written sign-off by email to the Director or the Project's Account Manager, regardless of any other team member's involvement.

16.2 We provide two review rounds during design or development, and two sets of minor changes at no extra cost within that period. Minor changes are small textual edits and small placement adjustments. They do not include changes to images, colour schemes or navigation. Notify changes by email or in the shared workspace.

16.3 If you do not notify changes in writing within 14 days of us sharing the final design template, we treat the draft as accepted.

16.4 Services contracted separately, including later design alterations, copywriting, SEO content changes, uploading or publishing, are treated as separate Projects and charged separately.

16.5 Scope lock. The feature set and design for a Project are fixed (locked) at the following point: where you or a partner supply the design, on its handover to us; where we produce the design, on your approval of the final design round. We will confirm the scope lock to you in writing at that point. From the scope lock the Project scope is closed. Anything requested after it is out of scope, chargeable, and not a warranty item.

17.1 "Support Services" means commercially reasonable technical support to maintain and update the Deliverables, including correcting errors and deficiencies. It does not include enhancements or services outside the original scope.

17.2 Warranty. An express defect warranty for the Deliverables is provided only where a signed SLA is in place, on any plan including Ad Hoc, on the terms set out in that SLA (currently 6 months from go-live against the original brief and the scope locked under clause 16.5, with warranty correction work capped at 30% of the originally estimated Project hours). Without a signed SLA, no express warranty applies and any post-launch corrections are billed at our maintenance rate then in effect.

17.3 Ongoing maintenance, modifications, reporting and operations can be agreed separately under a maintenance and modification SLA. We send a standard MM-SLA on go-live.

17.4 Without a co-signed SLA, our standard response time is one working week and four working weeks for implementation.

18.1 We will not include any text, image or data we consider immoral, offensive, obscene or illegal, and all advertising material must meet relevant advertising standards.

18.2 We may refuse to include submitted material without giving a reason.

18.3 If material we included in good faith turns out to breach this clause, you allow us to remove it without penalty, and we are not liable for its inclusion.

18.4 We may cancel a Project if we discover material or purposes we consider immoral, offensive, obscene or illegal. Termination then follows clause 27.

19.1 We act as the sole developer on your account for the duration of the engagement. Granting any third party access to the code base, server environment or related development assets without our prior written consent voids any warranties and support obligations and is grounds for immediate termination by us without liability. In that event we may invoice for all work completed to date.

19.2 Any third-party application, plugin or software used in the Developed Works remains subject to its own licensing terms, and all associated costs are your responsibility. We are not liable for changes, limitations or withdrawal of such third-party services.

20.1 You agree to give us the access we reasonably need to deliver a Project, including read and write permissions, usernames and passwords for relevant systems, and to supply required materials in a timely manner.

20.2 Access granted under this clause is for delivery of the Services. It does not extend to deleting your sites or data, which is dealt with under clause 9.

21.1 Unless a written agreement says otherwise, we develop to modern web standards using current HTML, CSS, JavaScript and project-specific languages such as PHP.

21.2 A design template must be approved before coding begins. Once approved the design is locked, and deviations that require code changes are chargeable.

21.3 We provide full functionality on the latest two versions of current major browsers. Older browsers are supported on a best-efforts basis with no guarantee of full compatibility, and support for them is chargeable.

22.1 We offer limited hosting through an outsourced virtual server. We do not guarantee continuous service and accept no liability for loss of service, subject to clause 24.

22.2 We may require you to change hosting if your account is unsuitable. Hosting fees are due at the start of each service period and are non-refundable. Fees may vary with usage, and large files such as video or raw photography may attract separate hosting costs.

22.3 Hosting is invoiced monthly. Fees due to third-party hosts, and renewal of domain names, are your responsibility. We are not liable for your timely payment of hosting or domain charges.

22.4 We cannot guarantee the availability of any domain name or any particular search engine placement or timing. SEO consultation is charged separately.

23.1 We may use the work to promote our services, including portfolio use, case studies and marketing materials. We will not disclose commercially sensitive information or misrepresent your business.

23.2 You agree to allow a small New Territory credit linking to our website, either visibly as a logo or line of text, or within the site code.

24.1 Nothing in the Agreement limits or excludes any liability that cannot be limited or excluded under applicable law, including under the Consumer Guarantees Act 1993 where it applies.

24.2 Subject to clause 24.1, we are not liable for any indirect or consequential loss, loss of data, loss of profit, or non-delivery, however caused.

24.3 Subject to clause 24.1, our total aggregate liability under or in connection with a Project is limited to the fees paid by you for that Project.

24.4 You indemnify us against claims arising from material you supply (clause 11.6) and from any breach of your warranties in the Agreement.

25.1 Subject to clause 24.1, and except as expressly stated in the Agreement, we give no warranties, express or implied, in relation to the Services.

25.2 We take reasonable steps to investigate materials we recommend but accept no responsibility for their performance, subject to clause 24.1.

25.3 We may use sub-contractors, agents and suppliers, and their work and usage is subject to their own terms. We will not knowingly act to contravene them and you agree to be bound by them.

26.1 Neither party is liable for failure or delay caused by events beyond its reasonable control, including outages, supplier failure, natural events, civil disruption or government action. The affected party will notify the other and use reasonable efforts to resume performance.

26.2 Performance is suspended for the duration of the event. If it continues for more than 3 months, we may treat the Project as a frozen Project under clause 7, including its exit and reactivation provisions. No refund is due for work already performed, and a reactivation fee may apply if the Project resumes.

27.1 Either party may terminate a Project on 21 days' written notice.

27.2 On termination you are invoiced for all work completed over and above the non-refundable deposit, payable within 30 days.

27.3 We may also terminate under clauses 18 (Rights of Refusal) and 19 (Exclusivity).

27.4 On termination, and on payment of all amounts due, the assignment and licences in clause 11 take effect for Developed Works paid for. Clauses that by their nature survive termination continue, including 9, 11, 13, 14, 23, 24 and 30.

28.1 The Consumer Guarantees Act 1993 may apply where you acquire the Services for personal, domestic or household use. Where it applies, your rights under it apply in addition to your rights under the Agreement, and nothing in these terms limits or excludes them.

28.2 Where you acquire, or hold yourself out as acquiring, the Services for the purpose of a business, you agree that the Consumer Guarantees Act 1993 does not apply, and that sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 do not apply, to the Services.

29.1 Variation of these terms. We may update these terms for future engagements. Updated terms do not apply to a Project already accepted (clause 2.3). Any variation to a specific Project must be agreed in writing under clause 5.4.

29.2 Entire agreement. The Agreement is the entire agreement between the parties on its subject matter and supersedes prior terms and discussions.

29.3 Precedence. Project-specific contracts, NDAs and SLAs prevail over these terms to the extent of any conflict (clause 1.2).

29.4 Assignment. You may not assign the Agreement without our written consent. We may sub-contract as set out in clause 25.3.

29.5 Notices. Notices must be in writing by email to the address each party uses for the Project.

29.6 Waiver and severability. A failure to enforce a term is not a waiver. If any term is unenforceable, the rest continue in force.

30.1 The Agreement is made in New Zealand and is governed by and interpreted under New Zealand law.

30.2 The parties submit to the exclusive jurisdiction of the New Zealand courts.

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