Our Terms of Service
Working Together – You and GWDesign
You are a client whose business we value. GWDesign (GWD) is committed to providing you with a high quality service which we will deliver promptly and efficiently. Our relationship with you is important to us. We sometimes find that clients are unfamiliar with what is involved in the services being offered, the terms of engagement or the charges which can result. Therefore, we will explain here what we will do for you. We will also set out what we expect you to do for us – or, our terms of business.
What we will do for you
- Our aim is to provide you with high quality design service for print and web.
- We will endeavour to answer all your enquiries and telephone calls promptly.
- We will handle your instructions carefully, professionally and promptly.
- We will listen carefully to any concerns that you may have about our service and take any appropriate action.
- Unless otherwise permitted by you, all information received from you will be kept confidential and will only be disclosed to those who need to have that information in order for us to give effect to your instructions.
- On completion of any work undertaken, we will supply all relevant files, in the format you request, either to you or other party as directed by you.
What we expect you to do for us
GWD will not commence work until you authorise them to do so by providing your signature to either a fee estimate provided by GWD, purchase order or verbal instruction. Unless expressly agreed to the contrary, you must supply the copy and perform sub-editing or copywriting. You warrant that you are entitled to use and to authorise GWD to use all visual elements, written expressions, trademarks or other components that you provide to GWD, and that you are solely responsible for obtaining any permissions associated with their use. You must notify GWD of any errors at sign-off stage. GWD accepts no responsibility for errors that you do not detect at sign off stage.
Records, Files and Archive
All working files produced by GWD in the course of its work remain the property of GWDesign Ltd – these raw working files are not released. GWD will supply Final PDF artwork files appropriate to the end use. GWD shall be entitled to retain on archive, all material received and produced in the course of performing its services. GWD will maintain this archive, at no cost to the client, but will on-charge any labour and material costs associated with the retrieval and supply of any files from archive accordingly. All care is taken to retain files. In the event of hardware failure, system failure or other error, GWD in no way guarantees against any losses. GWD is under no obligation to re-create any lost files or data. Files retained on archive remain the property of GWD.
GWD can act only on your clear instructions. Where instructions cannot be reasonably obtained from you, we may cease work until these are received, we will not accept responsibility for any consequence of our doing so. At any time you may tell us to stop.
If you do, you will be liable at that point for fees and expenses we have incurred to that date. Unless you tell us to stop, we may continue working on the matter and you will continue to be liable for the on-going costs.
Our costs will be fair and reasonable for the work involved. Our charges will be based on our normal hourly rates, calculated according to the time spent on the task, plus disbursements and Goods and Services Tax (GST) (if applicable) and will be rendered to you in an invoice. In some circumstances, our charges may also be influenced by other factors including:
- Degree of skill and knowledge involved
- Any degree of urgency
- The difficulty and complexity
- Degrees of responsibility involved
We may by prior arrangement agree to limit our fee to a certain level in the form of a quote. Where a quote is given it is assumed that no unexpected complications will arise. If unforeseen difficulties occur, our fee may have to be altered. In some cases, due to the nature of the work we are required to perform, we will not be able to provide a quote for our work in advance.
If the work with which we are dealing on your behalf is on-going, we will endeavour to issue interim accounts on a regular basis throughout the course of completing the work.
Concept and Design Service charges
We strive to provide you with high quality design across all our services. Most work undertaken by us starts with the initial concept and design development and, when requested, we will supply a quote for this service. We will present initial concept and design visuals for your review and encourage you to critique and respond accordingly – we will then further develop and refine as instructed. At any time you may tell us to stop – If you do, you will be liable at that point for fees and expenses we have incurred to that date.
We have a minimum charge of $50.00+GST. We will charge a minimum amount of $50.00+GST for any and all work undertaken as instructed by you.
Non Resident Clients
Where you are not a New Zealand resident, we may ask you to pay a retainer before commencement of work on your behalf.
We may need to incur certain disbursements on your behalf. These may include, without limitation, the cost of materials, toll and mobile charges, photobank images, photography, illustration, travel, accommodation, online access time, couriers, printing, postage and sundries. By instructing us to commence work, you authorise us to incur these and other such charges as are reasonably necessary to put your instructions into effect.
Payment of Disbursements
We may need to pay significant disbursements on your behalf. Sometimes, we can anticipate these out of pocket expenses and will send you an account in advance. Otherwise these expenses will be included in a subsequent invoice.
Usage and Intellectual Property Rights
You have no right to use any of the designs, plans, artistic works, trade marks, logos and other material created by GWD (the GWD Material), until GWD has been paid in full fees and expenses due. Your right to use the work will be based on either a restricted licence or a full buy-out as nominated in our estimate.
Intellectual Property – Licence Basis
Licence Basis. Where services are rendered on a licence basis, the GWD Material is to be used only for the single purpose in the media and in the Country expressly made known to GWD when you commissioned GWD. GWD is, and remains, the owner of all right, title and interest in the GWD Material, including without limitation all copyright and other intellectual property rights. Upon payment to GWD of all such fees, GWD grants you an exclusive licence to use the GWD Material for the single purpose in the media and in the Country expressly made known to GWD when you commissioned GWD. Without limiting GWD’s rights, if the GWD Material is used for any other purpose, you must pay to GWD such further licence fees as GWD would, in the ordinary course of its business, charge for that purpose.
Intellectual Property – Buy-out Basis
Buy-Out Basis. Where services are expressly provided to you on a buy-out basis, then, upon receipt of full payment to GWD of all fees due under this agreement, GWD by force of this agreement hereby assigns all rights in the GWD Material to you in all media throughout the world for the term of copyright without the need for further documentation. Notwithstanding this assignment, GWD may use any of the GWD Material for self-promotion or competitive purposes with your consent, such consent not to be unreasonably withheld.
Warranties and Indemnities
(a) GWD makes no warranty that the GWD Material will have any bearing on the commercial success of your products. It is your responsibility to ensure that the GWD Material complies with the requirements of any legislation regarding marketing, labelling, packaging or otherwise.
(b) You will indemnify GWD from all claims arising from our use of any information or documentation supplied by you, or for any act or thing done by GWD on your instructions or with your approval.
(c) GWD will supply all necessary intellectual property sign-offs on the GWD Material such that it may lawfully be used by you for the specific purpose intended.
These terms and conditions cover all ongoing and future work undertaken by GWD for you, unless otherwise varied with GWD written consent.
Payment Of Account
Payment of our account is due 20th of the month following the date of our invoice. The expectation of prompt payment is reflected in our bills.
If prompt payment is not received we may:
Charge you interest calculated monthly on the outstanding balance of the debt until payment in full is made. Interest will be charged at 10% per annum. The minimum monthly charge will be $5.00.
If there is not a satisfactory explanation for non-payment of the account, we will initiate debt recovery proceedings. The amount sought will include an interest charge and the cost of recovery or attempting to recover the outstanding costs.
Withholding Services on Overdue Accounts
We reserve the right to stop any further work for you if you have an outstanding debt to us and you have not entered into a satisfactory arrangement for payment. We will not accept responsibility for any consequence of our doing so.
Risk and Title
- Ownership of the goods shall not pass to the Purchaser and is expressly retained by GWD until all outstanding indebtness is discharged.
- Risk of any loss or damage to or deterioration of the goods due to any cause shall be borne by the Purchaser from the time when the goods are delivered.