Terms of Engagement

At the time of proposal, New Territory will provide the Client with a written estimate or quotation by email.

The placement of an order for design, development and/or any other services offered by New Territory, by email, verbally or in writing, is deemed to be acceptance of these Terms of Engagement, as amended from time to time and available at https://newterritory.studio/terms-of-engagement.
An estimate validated by the Client's signature on the estimate or contract agreement, or by email, constitutes acceptance of the estimate or quotation and agreement to comply fully with all the Terms of Engagement and forms a binding contract between the signatory and New Territory.

Alternatively, the Client may send an email in reply to the estimate or quotation which binds the Client to accept our Terms of Engagement, acknowledging acceptance of the quotation.

Any indication given by New Territory of a project's duration is to be considered by the Client to be an estimation.

On a project engagement, a contract will be raised for approval, following which an invoice will be raised and payment expected right away, with a 7 day payment term. Only once the deposit payment has been cleared and contract cosigned, will New Territory schedule the approved hours of work into the existing workflow and deem the project as ‘active’.

If a client wishes to expedite a project’s lifecycle and delivery dates, either New Territory or The Client can communicate the option of putting the project on ‘Rush’. Rush services are defined as any related service that require action outside of business hours, or an expedited delivery. Rush services require priority service response and therefore are directed to the front of New Territory’s scheduled workflow.

Rush Services are charged at time and a half (150%) of New Territory’s standard rate at the given time.

The expedited project delivery and deadline window will be communicated to and agreed on by The Client and New Territory on a case by case basis and will be required to be accepted prior to engagement.

Charges for any additional services requested during the course of the project that are over and above the estimated time or out of the project's scope will become fully payable at the time of estimate or quotation acceptance.

The Client shall pay any expenses incurred in connection with this Agreement as follows: (a) incidental and out-of-pocket expenses including but not limited to costs for telephone calls, postage, shipping, overnight courier, service bureaus, presentation materials, photocopies, computer expenses (b) non stock materials such as images and fonts, (c) reasonable travel expenses and (d) hosting, licensing fees and third-party tool costs.

The Client agrees that changes required over and above the estimated work, or in addition to the agreed scope, or where the Client makes changes to the supplied copy or content, or changes required to be carried out after acceptance of the accepted design, will be liable to a separate charge.

During the execution period, the Client may request that New Territory Limited develop enhancements to the concept or deliverables, at this point, New Territory Limited shall exercise commercially reasonable efforts to prioritise New Territory Limited resources to create such enhancements. The parties understand that pre-existing obligations to third parties existing on the date of the request for enhancements may delay the immediate execution of any such requested enhancements. Such enhancements shall be provided on a time and materials basis at New Territory Limited and pricing will be charged accordingly at New Territory Limited's hourly rate.

Such enhancements can be but are not limited to (new) content supplied, (new) design deliverables, (new) website content, copywriting, (new) development deliverables, website uploads, data migration, new media or illustrations.

The Client also agrees that New Territory accepts no responsibility for any amendments made by any third party, before or after publishing.

It is the responsibility of The Client to provide adequate content in the form of imagery, textual content, video, or any other relevant information to facilitate the successful delivery of the project; or have the means to produce said content unless agreed upon by New Territory to source said content. Placeholder content may be used in lieu if these files are not available at the time of project initialisation but will be the responsibility of The Client to replace prior to the release of the project.

A staging version of the project will be set up with an estimated timeline for The Client to populate during the course of the project and adequate training to do so. New Territory will expect delivery of the content within this timeline; failure to do so will result in a Project Freeze or Exit.

New Territory reserves the right to freeze the project if The Client does not give launch approval, supply content or feedback, on time payments, or any other project dependencies within the expected timeline of the project.
In the case of a project freeze the project will no longer be considered active and support services such as hosting or DNS connections may be suspended or terminated. A frozen project will not be considered in any queues, or priority schedules until reactivated.

In the case of a freeze by non-communication, New Territory will calculate actualised hours and bill accordingly for time spent to date which The Client will agree to pay. In the case of a freeze due to an overdue payment, New Territory will require expedited payment of the outstanding amount before continuing the project or restoring services.

For a project to be reactivated, a new timeline estimate for completion will be agreed upon by both parties and a 10% project reactivation fee can be charged.

In the case of a project freeze, New Territory reserves the right to exit the project after 3 months. In the case of a project exit, New Territory will no longer be bound to the responsibilities of the project and it will be considered complete.

Both parties agree to do everything within their power to avoid a project freeze or exit.

The Client will be provided with a GST Invoice prior to final project completion, unless agreed otherwise. At this time the actualised hours of the project (not exceeding the upper quoted limit) of the remaining amount due will become payable.

Any invoice queries or payment term variations must be submitted by email within 2 days of receiving the invoice.

Accounts which remain outstanding for 15 days after the due date of invoice, will incur late payment interest charge at 6.5% fortnightly on the outstanding amount from the date due until the date of payment, unless otherwise agreed by both parties in writing prior to the due date.

Payments may be made by online transfer, or credit card (Visa, MasterCard) or (Debit Card) via Stripe online payments or Paypal. Alternative bank account numbers are available at https://newterritory.studio/payment. Fee’s related to payment systems will be 100% liable to the client.

Publication and/or release of work done by New Territory on behalf of the Client, may not take place before cleared funds have been received.

An account shall be considered in default if it remains unpaid for 30 days from the date of invoice. New Territory reserves the right to shift any of the Client’s forecasted project timelines and due dates if the account is considered in default.

New Territory will be entitled to remove New Territory’s and/or the Client's material from any and all computer systems until the amount due has been fully paid. This includes any and all unpaid monies due for services, including, but not limited to, hosting, domain registration, search engine submission, development, design and maintenance, printers, photographers, and libraries.

Removal of such materials does not relieve the Client of its obligation to pay the due amount.

Clients whose accounts become default agree to pay all New Territory’s reasonable legal and accounting expenses and third-party collection agency fees in the enforcement of the debt and these Terms of Engagement.

In the event of any bona fide dispute arising between the parties (excluding any dispute relating to non-payment, for whatever reason), the parties shall attempt to resolve such dispute or difference in good faith or by mediation. It is the responsibility of the Client to inform New Territory immediately of any issue that may lead to a dispute (including but not limited to quality, service, cost, deadline), without such information, no disputes resolution process will be entered into.

By supplying text, images and other data to New Territory for inclusion in the Client's website or other medium, the Client declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the Client, or rightful copyright or trademark owner. The concept testing files, copies of our licensed fonts, tools, or layered files that provide access to do the work inhouse or with another entity, e.g. Photoshop, Illustrator or In-design working files, reference links, theories, or formulas that a New Territory staff member or any team member established as I.P. remains the property of New Territory unless otherwise agreed with the Client.

A license for use of the copyrighted material is granted to the Client solely for the project defined in the scope or request and not for any other purpose. The Client may request in writing from New Territory, the necessary permission to use materials (for which New Territory holds the copyright) in forms other than for which it was originally supplied, and New Territory may, at its discretion, grant this and may charge for the additional usage. Such permission must be obtained in writing before any of the aforesaid artwork, images, text, or other data is used. Any software, code, plugin, or other third-party material used in a web or digital project remains the property of the creator, and any ongoing license fees or fees for upgrades are the responsibility of the Client, not New Territory.

By supplying images, text, or any other data to New Territory, the Client grants New Territory permission to use this material freely in the pursuit of the design. Should New Territory, or the Client supply an image, text, audio clip, or any other file for use in a website, multimedia presentation, print item, exhibition, advertisement, or any other medium believing it to be copyright and royalty-free, which subsequently emerges to have such copyright or royalty usage limitations, the Client will agree to allow New Territory to remove and/or replace the file on the site. The Client agrees to fully indemnify and hold New Territory free from harm in any and all claims resulting from the Client not having obtained all the required copyright, and/or any other necessary permissions.

New Territory is considered the owner of the work and subsequent copyrights until completion of this contract, at which point the Contractor shall release their rights to ownership and it will become the property of the Client. New Territory acknowledges that all concepts, creative and design created before or during the process by the Client is owned by the Client at all times. In the event that this contract is terminated, the Client is considered the owner in respect of any work and subsequent copyrights paid for by the Client. During the engagement, the Client allows New Territory use of any of their copyrighted assets such as logos, branding devices, and imagery to be used by New Territory solely for the purposes of furthering this engagement.

New Territory will not be held responsible for any damages whatsoever resulting from such claims.

New Territory is not responsible for any loss, or consequential loss, non-delivery of products or services, of whatever cause. The Client agrees not to hold New Territory responsible for any such loss or damage.

Any claim against New Territory shall be limited to the relevant fee(s) paid by the Client.

The Client agrees to New Territory’s definition of acceptable means of supplying data to the company.

Assets must be supplied to New Territory in electronic format as standard text (.txt), MS Word (.docx) or via e-mail / FTP or shared folder.

Images that are supplied in an electronic format are to be provided in a format as prescribed by New Territory via e-mail / FTP. Images must be of a quality suitable for use without any subsequent image processing, and New Territory will not be held responsible for any image quality which the Client later deems to be unacceptable.

New Territory cannot be held responsible for the quality of any images which the Client wishes to be scanned from printed materials.

Additional expenses may be incurred for any necessary action, including, but not limited to, photography and art direction, photography searches, media conversion, digital image processing, or data entry services, colour correction, and alteration of images.

Should the client or any employee of the client commission New Territory to deploy, carry out and/or produce Photography or Videography, or 3D or 2D Motion works, in-studio or on location in relation to a planned or activated scope or project, or as an additional item added to the scope. The outcome of the photography that has been commissioned is for the purpose of the project in hand only, be it a website, a campaign, for social media, or packaging. The imagery in its retouched or edited outcome is for the single-use in relation to that one scope only. The actual photography, videography, and/or motion graphics are owned by New Territory, and New Territory reserves the right to use the media to on-sell for other client purposes should they wish.

In summary, New Territory owns the imagery in its raw and original format, not the client, the client owns the outcome of the imagery in relation to their project. If the client wishes to use the imagery for extended purposes, such as advertising, TV, wider campaigns, etc, the client must request written permission from New Territory for an extended license. Should New Territory on-sell the imagery for further commercial use, written permission of the property owner must be obtained before doing so. If the client wishes for their imagery to be owned exclusively by themselves or their business in relation to their scope, they must request written and authorised permission from New Territory at the outset of the project, if permission is not granted, the imagery and all licensing rights remain the property of New Territory.

New Territory considers the project complete upon receipt of the Client's approval signoff email to either Director or the project’s Account Manager only, regardless of any other team members involvement.

Other services including but not limited to design alterations, copywriting, SEO content manipulations, website uploading or publishing, contracted on the Client's behalf constitute a separate project and will be treated as a separate charge.

New Territory will not include in its designs, any text, images or other data which it deems to be immoral, offensive, obscene or illegal. All advertising material must conform to all standards laid down by all relevant advertising standards authorities.

New Territory also reserves the right to refuse to include submitted material without giving a reason. In the situation where any images and/or data that New Territory does include in good faith, and subsequently discovers is in contravention of this clause, the Client must allow New Territory to remove the contravention without hindrance, or penalty. New Territory will not be liable for any such data being included.

New Territory reserves the right to cancel any commenced project on the grounds of it discovering material or purposes considered immoral, offensive, obscene or illegal. The project will the terminated according to the Termination terms outlined on the project's specific contract.

Termination of orders may be made by giving 21 days notice in writing. The Client will then be invoiced for all work completed over and above the non-refundable deposit that will have been made at the time of first ordering. The balance of monies due must be paid within 30 days.

New Territory makes no warranties of any kind, express or implied, for any and all products and/or services that it supplies. New Territory will not be held responsible for any and all damages resulting from products and/or services it supplies. New Territory is not responsible for any loss, or consequential loss of data, or non-delivery of products or services, of whatever cause. While we take reasonable steps to investigate the materials we recommend, we accept no responsibility for the performance or quality of materials or any consequential loss arising from their failure. The Client agrees not to hold New Territory responsible for any such loss or damage. Any claim against New Territory shall be limited to the relevant fee(s) paid by the Client.

New Territory reserves the right to use the services of sub-contractors, agents and suppliers and any work, content, services and usage is bound by their Terms of Engagement. New Territory will not knowingly perform any actions to contravene these and the Client agrees to be so bound.

The Client agrees to allow New Territory all necessary access to computer systems and other locations, as required, in order to complete a website project and until all due funds are cleared, including the necessary read/write permissions, usernames and passwords.

The Client also agrees to allow New Territory access to any computer systems, usernames and passwords required to remove data and/or sites for failure to comply with these Terms of Engagement.

The Client agrees to supply New Territory with all necessary materials, electronic, or otherwise, required to create and complete the project, and to supply them in a timely manner.

New Territory requires that a design template is approved by the Client before coding of a site commences. Once the template(s) for the website are approved by the Client, coding will commence. The design will be considered 'locked' and any deviations from the approved design that require changes to the code will incur an additional charge.

Once web design is in progress, New Territory will provide the Client with two opportunities to review the resulting work. New Territory will make two sets of minor changes at no extra cost within this review period. Minor changes include small textual changes and small adjustments to the placement of items on the page. It does not include changes to images, color schemes, or any navigation features. Any minor changes can be notified to New Territory by email or within a shared online workspace. New Territory will consider that the Client has accepted the original draft, if no notification of changes is received in writing from the Client, within 14 days of sharing the final web design template.

New Territory and all partners, contractors, and suppliers working with New Territory for web development projects are bound to the following coding standards. New Territory will deploy these coding standards for normal website development unless a written agreement between New Territory and the Client specifically specifies otherwise.

In order to fully realize Clients website's full potential in all modern web browsers, New Territory requires the implementation of CSS3, HTML 5, Javascript, among project-specific languages such as PHP or JQuery.

New Territory will develop a website in accordance with modern web standards.
Full Functionality/Design Realisation: Desktop: Chrome 57+, Edge 16+, Opera 44+ Mobile: iOS Safari iOS10+, Android Chrome Nougat+

Partial Functionality/Design Realisation (there is no guarantee of full compatibility on these browsers): Desktop: Microsoft Edge Legacy, Safari 10+, Firefox 52+

No specific support considerations will be made for browsers older or proceeding those listed above. If required, older browser compatibility will incur an additional charge.
Internet Explorer 11

Warranty Period "Support Services" means commercially reasonable technical support and assistance to maintain and update the deliverables, including correcting any errors or deficiencies, but shall not include the development of enhancements to the project or other services outside the initial scope of the proposal. During the first 6 months following the expiration of this agreement, if any, New Territory shall provide up to 8 hours of Support Services at no additional cost to the Client. Additional time shall be billed at New Territory’s maintenance hourly rate, then in effect upon the date of the request for additional support.

Website maintenance, modifications, reporting, and operations can be negotiated separately, stipulated in a maintenance and modification service level agreement (SLA). A standard MM-SLA will be sent to the client upon the website going live otherwise.

Without a co-signed SLA, New Territory's standard response time is one working week, and four working weeks for implementation.

New Territory offers limited hosting services through an outsourced virtual server. New Territory does not guarantee continuous service and will accept no liability for loss of service, whatever the cause.

New Territory may request that Clients change the type of hosting account used if that account is deemed by New Territory to be unacceptable because of poor service, lack of bandwidth, or in any other way insufficient to support the website. Fees for hosting on New Territory’s virtual server are due at the commencement of any period of service and are non-refundable.

Fees may fluctuate depending on usage amounts. Separate hosting fees apply to large files which may need specific hosting concerns, such as videos or 'raw' photographs.

Payments required for hosting will be invoiced by New Territory to the Client on a monthly basis. All fees due to third-party hosting organisations are the responsibility of the Client, unless the written agreement specifies otherwise. New Territory is not liable for a Client’s timely payment on hosting charges, nor for the renewal of domain names, which are the sole responsibility of the Client.

New Territory cannot guarantee the availability of any domain name. Where New Territory is to register a domain name on behalf of a Client it will endeavor to do so but the Client should not assume a successful registration.

New Territory will not guarantee any particular placement within any search engine. Acceptance by any search engine cannot be guaranteed, and when a site is accepted the time it takes to appear in search results varies from one search engine to another. New Territory can offer consultation on SEO optimisation, which will be treated as a separate charge.

New Territory retains the limited right to use the work for the future promotion of their services following the engagement, subject to the Client’s prior written approval.

The Client agrees to allow New Territory to place a small credit as a link to New Territory's website on the Client's website. This will usually be in the form of a small logo or line of text placed within website content. Alternatively, NewTerritory will place a credit within the site code where it is not visible on the website's display layer.

These Terms of Engagement supersede any previous Terms of Engagement distributed in any form. New Territory reserves the right to change any rates and any of the Terms of Engagement at any time and without prior notice

These Terms of Engagement are augmented by any specific terms and conditions outlined on any project contract or Non-Disclosure Agreements and do not overrule them.

The Consumer Guarantees Act 1993 may apply to any services we provide to you if you acquire these services for personal, domestic or household use. If this act applies, all rights you may have under it apply in addition to the rights you may have in this agreement. Nothing in these Terms of Engagement will limit or exclude your rights under this act.

Where you acquire or hold yourself out as acquiring our services for the purpose of a business, you agree that the provisions of the Consumers Guarantee Act 1993 will not apply to our service or the provision of any other services to you.

These Terms of Engagement shall be deemed to be an agreement made in New Zealand and shall be subject to, governed by and interpreted in accordance with the laws of New Zealand.

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