909 Terms and Conditions

Project Acceptance

At the time of proposal, 909 will provide the Client with a written estimate or quotation by email. The placement of an order for design and/or any other services offered by 909, by email, verbally or in writing, is deemed to be acceptance of these Terms and Conditions, as amended from time to time and available at www.909design.co/terms.

An estimate validated by the Client's signature on the estimate or quotation form, or by email, constitutes acceptance of the estimate or quotation and agreement to comply fully with all the Terms and Conditions and forms a binding contract between the signatory and 909.

Alternatively, the Client may send an official purchase order in reply to the estimate or quotation which binds the Client to accept our Terms and Conditions, or an email acknowledging acceptance of the quotation.

For the avoidance of doubt, the 909 Terms & Conditions are what govern the job, not any conditions on the Client's purchase order.

Project Duration

Any indication given by 909 of a design project's duration is to be considered by the Client to be an estimation. 909 cannot be held responsible for any project over-runs, whatever the cause. Estimated project duration should be deemed to be from the date that cleared funds are received by 909 for the initial payment, signed acceptance of estimate or quotation, or by date confirmed in writing by 909.

Charges for Design

Charges for design services to be provided by 909 will be set out in the written estimate or quotation that is provided to the Client. At the time of the Client's signed acceptance of this estimate or quotation, indicating acceptance of the Terms & Conditions, a non-refundable payment of 50% of the quoted fee will become immediately due. An invoice will be raised and payment expected right away, with a 7 day payment term strictly monitored to activate project needs and bind 909 to the work.

Unless agreed otherwise with the Client, all design services require an advance payment of fifty (50) percent of the project quotation total before the work commences or is supplied to the Client for review. The remaining (50) percent of the project quotation total will be due upon completion of the work prior to upload to the server or release of materials and files for commercial use. This payment is also expected right away, with a 10 day payment term strictly monitored to complete your project needs. All prices quoted are GST exclusive. If the client would like to dictate their own terms related to invoice payment dates or payment schedules, at the time the invoice is issued, written approval from 909 accounts and a confirmed payment date in writing must be defined.

For 909 to effectively operate, we monitor our payment terms strictly. Upon signing our quote, you are 100% committing to these terms we have clearly defined. Charges for any other services out of design scope

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

Expenses

The Client shall pay designer's 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 and (c) reasonable travel expenses.

Alteration to scope during project

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 changes required to be carried out after acceptance of the draft design, will be liable to a separate charge.

During the execution period, the Client may request that 909 develop enhancements to the concept or deliverables, at this point, 909 shall exercise commercially reasonable efforts to prioritize 909 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 909 and pricing will be charged accordingly on 909s hourly rate.

Such enhancements can be but are not limited to (new) content supplied, (new) design deliverables, (new) website content, copy writing, content management, website uploads, photography or illustrations.

The Client also agrees that 909 accepts no responsibility for any amendments made by any third party, before or after a design is published.

Source Files – supply and ownership

909 will supply proofs and PDF files as appropriate for printing, or other graphic files as detailed in the job scope or request.

Charges for design work do not cover the release of our copyright design source files, including but not restricted to indd, psd, AI, png, fla or other source files or raw code. If the Client requires these files for transfer to an in-house or other designer, they will be subject to a separate quotation or 'buy-out' charge. It is the Client's responsibility to retain a copy of any image or file supplied. 909 is not responsible for accidental damage to any material supplied. Any additional translating, editing or programming needed to utilise customer supplied files or images will be subject to an additional charge.

Payment Terms

The Client will be provided with a GST Invoice prior to final project completion. At this time the (50) percent (or another agreed amount) of the total amount due will become payable and the Client will be required to sign and return an Approval Form or signify approval by email to 909.

Any invoice queries or payment term variations must be submitted by email within 3 days of receiving the invoice.

Accounts which remain outstanding for 30 days after the date of invoice, will incur late payment interest charge at 6.5% on the outstanding amount from the date due until the date of payment.

Payments may be made by online transfer, [credit card (Visa, MasterCard) or (Debit Card) or Stripe Online Payments, or Paypal] Fee’s related to payment systems will be 100% liable to the client.

Publication and/or release of work done by 909 on behalf of the Client, may not take place before cleared funds have been received.

Default & Dispute Resolution

An account shall be considered in default if it remains unpaid for 30 days from the date of invoice, [or following a returned cheque]. 909 will be entitled to remove 909s 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, design and maintenance, sub-contractors, 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 909s reasonable legal and accounting expenses and third party collection agency fees in the enforcement of the debt and these Terms and Conditions.

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 909 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.

Copyrights, trademarks and other IP issues

By supplying text, images and other data to 909 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. Affinity working files, reference links, theories, or formulas that a 909 staff member or any team member established as I.P. remains the property of 909 unless otherwise agreed with client.

A licence for use of the copyright 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 909, the necessary permission to use materials (for which 909 holds the copyright) in forms other than for which it was originally supplied, and 909 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 licence fees or fees for upgrades are the responsibility of the Client, not 909. By supplying images, text, or any other data to 909, the Client grants 909 permission to use this material freely in the pursuit of the design. Should 909, 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 909 to remove and/or replace the file on the site. The Client agrees to fully indemnify and hold 909 free from harm in any and all claims resulting from the Client in not having obtained all the required copyright, and/or any other necessary permissions.

Licensing issues

Any design, copywriting, drawing, idea or code created for the Client by 909, or any of its contractors, is licensed for use by the Client on a one-time only basis and may not be modified, re-used, or re-distributed in any way or form without the express written consent of 909 and any of its relevant sub-contractors.

All design work -- where there is a risk that another party make a claim, should be registered by the Client with the appropriate authorities prior to publishing or first use or searches and legal advice sought as to its use.

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

909 is not responsible for any loss, or consequential loss, non-delivery of products or services, of whatever cause. The Client agrees not to hold 909 responsible for any such loss or damage.

Any claim against 909 shall be limited to the relevant fee(s) paid by the Client.

Content Rights & Ownership

Should the client or any employee of the client commission 909, 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 a 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 1 scope only. The actual photography, videography and/or motion graphics are owned by 909 the right to use the media to on-sell for other client purposes should they wish. In summary, 909 own 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 909 for an extended license. Should 909 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 909 at the outset of the project, if permission is not granted, the imagery and all licensing rights remain the property of Studio South.

Project Completion

909 considers the design project complete upon receipt of the Client's signed Approval Form or signoff email. Other services including but not limited to printing, display panel production, filmwork, website uploading or publishing, contracted on the Client's behalf constitute a separate project and will be treated as a separate charge.

Rights of refusal (inappropriate or offensive content)

909 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. 909 also reserves the right to refuse to include submitted material without giving reason. In the situation where any images and/or data that 909 does include in good faith, and subsequently discovers is in contravention of this clause, the Client must allow 909 to remove the contravention without hindrance, or penalty. 909 will not be liable for any such data being included.

Cancellation of contracts

Cancellation of orders may be made initially by telephone contact, or e-mail. 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. For supply of handover files, please refer to Data Supply And Formats Terms. For all digital marketing retainers, or projects, 909 take no responsibility for managing ongoing handling of META, GOOGLE, Tiktok, LinkedIn or any 3rd party backend software management. At the time of contract closure, all work will stop and finish, and the Client will be responsible for handling anything related to their account. 909 take no responsibility for supporting a new 3rd party supplier, in the handover, unless requested and managed by the client, and costs are quoted and agreed. Everything will always be handled in goodwill and the best interests of the client’s future.

909 makes no warranties of any kind, express or implied, for any and all products and/or services that it supplies. 909 will not be held responsible for any and all damages resulting from products and/or services it supplies. 909 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 909 responsible for any such loss or damage. Any claim against 909 shall be limited to the relevant fee(s) paid by the Client.

Distributed Terms

These Terms and Conditions supersede any previous Terms and Conditions distributed in any form. 909 reserves the right to change any rates and any of the Terms and Conditions at any time and without prior notice

Applicable Law

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 and conditions 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 and conditions 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.