1.1 These Terms set out all of the terms and conditions that apply to Services that we supply to you.

1.2 Any other terms and conditions will not apply unless expressly approved in writing by us for a particular Order.

1.3 We may update these Terms on notice to you in writing. Our updated Terms will apply to all Services you order after we have notified you that we have updated our Terms.

2.1 You may order Services from us in accordance with our order processes that we advise to you at any time.

2.2 All Orders are subject to acceptance by us. We may accept an Order (in whole or in part) by issuing an invoice for the applicable Services, providing the Services or otherwise confirming the order in writing.

2.3 We are under no obligation to enquire as to the authority of any person placing an Order on your behalf.

2.4 You may request Variations to Orders. However, acceptance is at our discretion and is subject to our approval in writing, in accordance with clause 5.

3.1 We will use reasonable efforts to provide Services on the date specified in the relevant Order. However, unless expressly agreed otherwise, the date is indicative only.

3.2 We will provide the Services at the delivery location set out in the relevant Order or any other location agreed with you in writing.

3.3 Subject to clause 13, if the delivery location is at your premises, you must provide our Representatives with suitable access to your premises during normal business hours, together with any assistance reasonably required by our Representatives to perform the Services.

4.1 Either party may cancel an Order by written notice if the other party:

• (a) commits a material breach of these Terms which is not remedied within 20 Business Days of written notice of the breach from the other party; or
• (b) suffers an Insolvency Event.

4.2 If we are unable to provide Services to you, due to reasons beyond our reasonable control, we may cancel the Order (in whole or in respect of any instalment) by giving written notice to you. We will repay you any amount you have paid to us in advance for the relevant Services. We will not be liable for any loss or damage arising from such cancellation.

4.3 You may cancel delivery of the Services by written notice served within 72 hours of placement of the Order.

5.1 We may require variations to an Order if we identify factors that affect delivery of the Services to you, before or during our provision of the Services. Any such variations will be submitted to you for approval (Variation Notice). You must respond to a Variation Notice as soon as possible (and within 10 Business Days). We may suspend or delay provision of the Services pending your approval.

5.2 If you do not respond to a Variation Notice within 10 Business Days, we may assume that you have accepted the applicable variations.

5.3 If you notify us, within 10 Business Days of a Variation Notice, that you do not accept the variations, we will cancel the Order (or, if applicable, the remaining Services to be provided under the Order) on notice to you. We will repay you any amount you have paid to us in advance for Services that we do not provide as a result of such cancellation (less any unrecoverable costs that we have incurred).

6.1 The Price for Services will be:

• (a) calculated in accordance with our current price list as at the date you submit the relevant Order;
• (b) calculated based on our standard hourly rate as at the date the Services are provided;
• (c) the Price that we have quoted for Services (subject to clause 6.5).

6.2 We may update our price list and standard hourly rates at any time on notice to you in advance. Any such updates will only apply to Orders placed after the effective date of the update.

6.3 Unless otherwise stated, the Price does not include GST.

6.4 We may charge you for insurance, disbursements and any applicable taxes, duties and levies, in addition to the Price.

6.5 Where we provide a quotation, proposal or estimate:

• (a) unless otherwise specified, the quotation, proposal or estimate is valid for 30 days from the date of issue and may be subject to such further conditions as are expressly set out in the quote, estimate or pricing;
• (b) we may withdraw the quotation, proposal or estimate at any time before you accept it or we accept an Order by notice in writing to you; and
• (c) the quotation, proposal or estimate will be exclusive of any applicable additional amounts referred to in clause 6.4.

7.1 You must pay us all Amounts Owing to our bank account (notified to you and updated at any time) or any other payment method that we agree with you.

7.2 Payment shall be:

• (a) before delivery of the Services; or
• (b) on completion of the Services; or
• (c) by way of instalments/progress payments in accordance with the Order; or
• (d) as indicated on our invoice; or
• (e) 20th of the month following; or
• (f) no later than 7 days from the date of the invoice (unless otherwise stated on the invoice), and
• (g) in full without deduction, withholding, set-off or counterclaim.

7.3 If you have any dispute relating to an invoice issued by us, you:

• (a) must notify us of that dispute in writing within 10 days from the date of invoice (after that period, unless there is a manifest error, you will be deemed to have accepted the invoice); and
• (b) will only withhold payment of the amount in dispute and will, upon resolution of any dispute, immediately pay the balance (if any) due to us.

7.4 We and you each agree to promptly deal with any disputed invoices and, where possible, to resolve disputes before the due date for payment.

8.1 The provision of Services to you on credit is subject to our approval. We may use the services of credit reporters and debt collection agencies (in accordance with clause 14.2).

8.2 You must notify us immediately:

• (a) if you suffer an Insolvency Event. Any Amount Owing will, whether or not due for payment, immediately become due and payable if an Insolvency Event occurs; or
• (b) if you are a company and there is a material change in your effective management or ownership.

9.1 We may require that you pay us in advance, or pay a deposit, or provide a guarantee or other security, before we supply Services, as security for any Amount Owing.

9.2 If we cancel an Order (for reasons other than your breach of these Terms), we will refund any deposit that you have paid to us in full. Otherwise, any deposit that you pay to us is non-refundable, unless we expressly agree otherwise in writing.

10.1 If payment in full of any Amount Owing (which is not subject to a genuine dispute) is not made to us on the due date, we may:

• (a) suspend, or cancel (in accordance with clause 4.1(a)), the provision of any or all Services to you;
• (b) cancel any rebates or discounts (whether or not previously credited); and
• (c) charge you interest at a rate of 2.5% per month on the balance of the outstanding amount from the due date of payment until the date the outstanding amount is paid, accruing daily and charged monthly.

11.1 You must reimburse us for any reasonable costs and expenses we incur to recover any Amount Owing, including any debt collection fees or commission and full legal expenses.

12.1 We reserve the right to require a guarantee, or any other additional security (at your cost), as security for payment, before we provide Services to you.

13.1 Each party will comply with the Health and Safety at Work Act 2015 (HSW Act), including all applicable regulations under the HSW Act, as well as all applicable standards and codes of practice relating to health and safety. In addition, each party will comply with the other party's pre-notified and reasonable health and safety policies when on the party's premises.

13.2 You must notify us of any known hazards arising from your premises to which any of our Representatives may be exposed while on the premises and ensure that your workplace is without risks to the health and safety of any person.

13.3 Each party must consult, co-operate with and co-ordinate activities with all other persons who have a health and safety duty in relation to the same matter in providing the Services (including in connection with the delivery of the Services).

14.1 We may collect, use and share Personal Information:

• (a) for the purposes of the performance of our obligations or exercise of our rights under these Terms; and
• (b) in accordance with the Privacy Act 2020.

This may include sharing Personal Information with our Related Companies.

14.2 We may use the services of credit reporters and debt collection agencies. We may provide your Personal Information to those agencies in order to use their services. Information disclosed to credit reporters (including default information) will be held by them and used to provide credit reporting services.

14.3 If you provide us with any information about a third party (including a representative), or authorise us to collect that information, you confirm that you are authorised by the individual concerned to provide their Personal Information to us or authorise the collection of information about them in accordance with this clause. You also confirm that you have informed the individual of their rights to access and request correction of Personal Information.

14.4 You (if you are an individual) and your Representatives have the right to access, and request correction of, any of your Personal Information held by us.

15.1 Each party must keep confidential all Confidential Information.

15.2 Nothing in clause 15.1 prevents a party from disclosing Confidential Information if disclosure is:

• (a) required by law, or a Regulator (but only to the extent required or, if applicable, requested by a Regulator);
• (b) is reasonably required to enable a party to perform its obligations or exercise its rights under these Terms; or
• (c) to a Related Company or Representatives on a 'need to know' basis, provided that person is under a duty to keep the Confidential Information confidential in accordance with these Terms.

15.3 We may refer to you as a customer (including by using your logo) and publish any testimonials or references that you provide to us, on our website and associated marketing materials. We will ensure that any such references or testimonials accurately represent your experience with our Services. Please contact us if you do not approve us referring to you in accordance with this clause or have any comments on published content.

16.1 We may also use any information that we collect in connection with the Services to improve our Services, for statistical and research purposes, and for general information purposes including to provide industry and market insights (together, Insights), provided that:

• (a) we must ensure that our obligations of confidentiality and privacy are paramount – for example, we will ensure that any information that we disclose or publish in accordance with this clause 16.1 is in a fully aggregated and de-identified form (so that it does not identify you or any individuals); and
• (b) we will not use information that we collect in connection with the provision of the Services to you, in accordance with this clause 16.1, if you have informed us that you do not authorise us to do so.

16.2 To the extent required by law, you grant us a non-exclusive, perpetual, irrevocable, royalty-free licence to use and sub-licence information we collect in connection with the provision of Services to you, in accordance with clause 16.1. However, for clarity, we own the intellectual property rights in all Insights.

16.3 We (or our licensors) own all rights, title and interest in the intellectual property rights, in the Services at all times.

16.4 Any new intellectual property which is created by us or on our behalf, including as a result of, or in connection with, the provision of our Services, will be owned by us, unless otherwise agreed in writing.

16.5 You assign all intellectual property rights to us with effect from creation, to the extent required to give effect to clause 16.3 and 16.4, and agree to do all things reasonably required by us to give effect to such assignment.

16.6 You warrant that the use by us of any designs, instructions or specifications supplied to us by you will not infringe the intellectual property rights of any other person and indemnify us against any losses, damages, liabilities or costs (including full legal costs) that we may suffer or incur in the event of any such infringement.

17.1 If a dispute arises out of or in connection with these Terms, either party may give a notice to the other setting out the details of the dispute (Dispute Notice).

17.2 Following receipt of a Dispute Notice:

• (a) a Representative of each of us (with authority to settle the dispute) will meet, within 10 Business Days, to try to resolve the dispute;
• (b) if the dispute is not resolved within 10 Business Days of our Representatives meeting (or if the meeting does not take place, for any reason, within 10 Business Days of the date of a Dispute Notice), the dispute will be referred to the senior manager of each party (if applicable), who will try to resolve the dispute within a further 10 Business Days; and
• (c) if the dispute is not resolved by our respective Representatives in accordance with clause 17.2(b), then either party may commence court proceedings.

17.3 This clause 17 does not restrict either party from applying to a court for interim measures or any other form of urgent relief at any time. However, neither party may commence any other form of court proceeding without first following the procedure set out in this clause 17.

17.4 Each party must continue to perform its obligations in these Terms, despite the existence of a dispute, subject to the termination rights set out in these Terms.

18.1 If you are acquiring, or hold yourself out as acquiring, the Services in trade, to the extent permitted by law, you agree that the parties are contracting out of the CGA (to the extent that the CGA would otherwise apply) and that the CGA does not apply to any matters covered by these Terms.

19.1 We warrant that all Services are free from material defects in workmanship. However, this warranty will not cover any defect or damage to the extent that it is caused by any fault or defect in our Services resulting from any of your (or your Representatives) acts or omissions (outside of the ordinary use of the Services).

19.2 We have the first right to remedy any defects in our workmanship that you notify to us in writing. You must give us a reasonable opportunity to inspect and remedy the defect. If you engage a third party to rectify the defect without first obtaining our written consent, we will not be responsible for any costs you incur in doing so, and our contractual warranty will not apply to that work.

19.3 You acknowledge that, except for the warranty set out in clause 19.1 and any written materials that we provide to you:

• (a) we do not provide any other express warranties relating to the Services; and
• (b) we expressly exclude any other Service warranties, including any warranties relating to the suitability for resale, quality or fitness for any particular purpose, of our Services. However, this clause 19.3 is subject to any rights that you may have under the CGA (in accordance with clause 18.1).

20.1 If you request and authorise us to arrange the provision of Services directly to you by a third party supplier (whether or not such arrangement involves us contracting as your agent), to the extent applicable, these Terms will apply to our Services in arranging such supply, provided that to the extent permitted by law we exclude all liability in connection with the supply of Services to you directly by a third party supplier. You agree to pay any commission or other payments due to us in accordance with these Terms.

21.1 To the extent permitted by law, subject to clause 21.3, our total liability under or in connection with these Terms and the Services is limited to:

• (a) supplying the Services again; or
• (b) the payment of the cost of having the Services supplied again.

21.2 Subject to clause 21.3, if we have any liability under or in connection with these Terms, to the maximum extent permitted by law:

• (a) our total aggregate liability to you for any loss, damage or liability arising out of or in connection with these Terms will be limited to the Price paid by you to us for the applicable Services; and
• (b) we will not be liable for any:
  • (i) indirect, special or consequential loss or damage whatsoever; or
  • (ii) loss of profits, revenue, data, goodwill, customers or opportunity or loss of or damage to reputation.

21.3 Nothing in these Terms (including clauses 21.1 and 21.2) will limit or exclude our liability for:

• (a) any fraudulent act or omission;
• (b) a breach of clause 15 (Confidentiality);
• (c) our wilful breach of these Terms;
• (d) our gross negligence; and/or
• (e) any matter to the extent that liability cannot be excluded or limited by law.

21.4 The limitations and exclusions on liability in this clause 21 will apply irrespective of whether the legal basis for the applicable claim is contract, equity or tort (including negligence). However, this clause 21 does not limit or exclude any rights that you may have under statute.

21.5 In no circumstances will we have any liability whatsoever under or in connection with these Terms:

• (a) for the acts or omissions of your Representatives or any third party;
• (b) for any acts or omissions of performance in accordance with your instructions (or instructions from your Representatives); or
• (c) to any third party.

22.1 Governing Law: These Terms are governed by and to be construed in accordance with the laws of New Zealand and each party submits to the exclusive jurisdiction of the courts of Invercargill, New Zealand.

22.2 Previous Agreements: These Terms supersede and replace any previous written agreements between the parties relating to the Services.

22.3 Sub-contracting: We may subcontract the performance of our obligations (including to a Related Company), on the basis we remain solely liable to you for the performance of our obligations.

22.4 Assignment: You must not assign, novate or transfer your rights or obligations under these Terms without our prior written consent (which may be withheld in our sole discretion). We may assign these Terms to any other person on notice to you (provided that we will request your prior approval (not to be unreasonably withheld or delayed) if the assignment could have any material adverse effect on you). Without limiting the foregoing, we may assign to any other person all or part of the Amount Owing by you to us.

22.5 Amendments: Any amendment to these Terms must be in writing signed by each party, except where stated otherwise in these Terms or where we are required to make changes to ensure compliance with applicable laws (in which case we notify you of the changes in writing).

22.6 Force majeure: We will not be liable to you for any failure or delay in performing our obligations under these Terms where such failure or delay is caused by events or circumstances beyond our reasonable control, including any strike, lockout, labour dispute, delay in transit, embargo, epidemic, pandemic, accident, emergency, order of government or other authority or act of God.

22.7 Waiver: A single or partial exercise or waiver of a right relating to these Terms does not prevent any other exercise of that right or the exercise of any other right.

22.8 Survival: Any provision of these Terms, which is by its nature a continuing obligation, will survive termination.

22.9 Rights of Third Parties: These Terms are not intended to confer a benefit on any person other than the parties to these Terms.

22.10 Relationship: We will provide Services to you as an independent service provider. Nothing in these Terms creates a relationship of employment, trust, agency, joint venture, partnership or any other fiduciary relationship between the parties.

22.11 Non-exclusive: These Terms are not exclusive and do not impose any restriction on us providing Services to, or you purchasing any product or services from, any other person.

22.12 Counterparts: These Terms may be executed in any number of counterparts (including by electronic signature or by email exchange of .pdf copies) which together will constitute the one instrument.

Amount Owing

means any amount owed by you to us, from time to time, including the Price, any applicable amounts referred to in clause 6, any interest payable by you, your liability under these Terms and any enforcement costs incurred by us in seeking payment of any Amounts Owing by you.

Business Day

means Monday to Friday, excluding public holidays in New Zealand.

Confidential Information

means all information that could be reasonably regarded in the circumstances as confidential, including information which relates to the business, interests or affairs of a party, the terms of use, the Services (as applicable), and intellectual property rights, but excludes information which is:

• (a) in the public domain, other than as a result of a breach of these Terms;
• (b) in the possession of a party prior to the commencement of these Terms without any obligation of confidentiality; and
• (c) is independently developed or acquired by a party prior to the commencement of these Terms without relying on information which would itself be Confidential Information.

Consumer

has the meaning given to that term in the Consumer Guarantees Act 1993.

Insolvency Event

means, in relation to you, any of the following steps has occurred (or we have reasonable grounds to believe that any of these steps is likely to occur):

• (a) the primary, or all, of your business activities is suspended or ceases;
• (b) the presentation of an application for your liquidation;
• (c) the making of any compromise, proposal or deed of arrangement with all or some of your creditors;
• (d) the appointment of a liquidator, receiver, statutory manager, or similar official;
• (e) your suspension or threatened suspension of the payment of your debts as they fall due;
• (f) the enforcement of any security against the whole or a substantial part of your assets;
• (g) if you are an individual, anything having a similar effect to any of the events specified above happens in relation to you; or
• (h) any other insolvency event or proceedings analogous to any of the foregoing occurs in any relevant jurisdiction,

in each case, unless it takes place as part of a solvent reconstruction, amalgamation, merger or consolidation.

Order

means an order for Services that you submit to us and we approve, in accordance with clause 2.

Personal Information

has the meaning given to that term in the Privacy Act 2020.

Price

means the Price payable, in accordance with clause 6.1.

Regulator

means any authority, commission, government department, court, tribunal, or similar having regulatory or supervisory authority over the parties or any of the Services.

Related Company

has the meaning given to it in the Companies Act 1993, read as if a reference to company was a reference to any body corporate of any jurisdiction.

Representatives

means directors, officers, employees, agents and contractors of the relevant party.

Services

means any services supplied by us to you at any time, including the Services specified in an Order.

Specific Terms

means the terms (if any) that are included in Part I to these Terms.

Terms

means these Terms of Trade (including any Specific Terms outlined in Part I), as may be amended from time to time, each Order and any additional terms expressly agreed in accordance with clause 1.2 (if applicable).

We or us

means the supplier of Services, Back 9 Design Limited T/A Back 9 Digital (including its specialised division, 3 Squared).

You or your

means the customer purchasing Services from us.

In these Terms, unless the context otherwise requires:

• (a) headings are for convenience only and do not affect interpretation;
• (b) a reference to legislation includes all regulations, orders, instruments, codes, guidelines or determinations issued under that legislation or and any modification, consolidation, amendment, re-enactment, replacement or codification of it;
• (c) a reference to "in writing" includes by email and a reference to "agree" or "agreement" or "notice" or "approval" means an agreement, notice or approval (as applicable) in writing;
• (d) the words "include" or "including", or similar expressions, are to be construed without limitation;
• (e) a reference to a party to includes that party's successors and permitted assigns and substitutes; and
• (f) a word importing the singular includes the plural and vice versa.

25.1 Notwithstanding clause 4, in the event of continuous Services, the initial term commences on the date you register for the Services and continues for the initial period selected by you and shall revert to a monthly roll over basis automatically thereafter, unless agreed otherwise and until terminated by either party by giving at least 30 days required notice prior to the expiration date of the initial term or any additional term.

25.2 In the event you choose to terminate before the end of the initial term or any renewed term, we will retain any fees paid in advance and may charge you for the remaining monthly fees due under the agreement, unless otherwise stated. This clause does not limit your rights under New Zealand consumer law, including the Fair Trading Act.

25.3 If you cancel shared hosting services within the first 30 days of the initial term, you are entitled to a refund of the monthly service fees paid in advance, excluding any setup fees.

25.4 Termination requests must be submitted in accordance with the process as indicated in clause 25.1.

25.5 We may also terminate the agreement by providing you with 30 days' written notice. In such cases, we will refund any prepaid fees (excluding setup fees) on a pro-rata basis for Services not yet delivered, unless otherwise stated.

26.1 Any advice, recommendation, information, assistance or service provided by us in relation to the Services supplied is given in good faith to you, or your agent and is based on our own knowledge and experience and shall be accepted without liability on the part of us. Where such advice or recommendations are not acted upon then we shall require you or your agent to authorise commencement of the Services in writing. We shall not be liable in any way whatsoever for any damages or losses that occur after any subsequent commencement of the Services.

26.2 We do not accept commissions to provide Services based on copyright work, subject to the Copyright Act and any amendments thereto and the conditions therein. You shall be entitled, on payment of all monies due to us, to an irrevocable, non-exclusive and non-transferable licence to use our intellectual property for the specific purpose, and such intellectual property shall not be used for any purpose other than that nominated by us and no ideas obtained therefrom may be used without our consent. We do not supply our Services nor reproduce or create derivative work and any such derivative work shall not infringe on our intellectual property, and any statutory compliance associated with it. We shall be entitled to compensation from you for any unauthorised use of our intellectual property.

26.3 Where we have provided photographic (digital or otherwise) images for you, at our sole discretion, any such images may be subject to ongoing licence payments for use of such images. The period of any such licence is determined by us from time to time.

26.4 Notwithstanding anything herein, the intellectual property rights in our Services do not vest in you and there is no assignment of these intellectual property rights to you. We hereby grant to you an irrevocable, non-exclusive and non-transferable licence to use and reproduce the Services for the purposes of this contract only, and solely for the operation of your business however, you shall not use nor make copies of such intellectual property in connection with any work or business other than the work or business specified in writing to us unless express approval is given in advance by us. Such license shall terminate on default of payment or any other terms of this contract by you.

26.5 Any source code or programming components developed by us specifically for your project remain our intellectual property unless otherwise agreed in writing. You may not copy, reuse, or distribute such code outside the scope of the licensed use. Any third-party software, plugins, or templates incorporated into the deliverables remain the property of their respective owners and are subject to their own licensing terms and you are responsible for complying with those terms.

26.6 Each party agrees to treat all information and ideas communicated to it by the other confidentially and agree not to divulge it to any third party, without the other party's written consent. The parties will not copy any such information supplied and will either return it or destroy it (together with any copies thereof) on request of the other party.

27.1 Each project is unique to you and the costings of a project are estimated and based on the requirements as defined by you at the initial meeting and shall include the hours and timeframe that we envisage it will take to complete, (subject to variations as per clause 5). The estimate covers the following:

• (a) all technical, mandatory requirements and assumptions clearly itemised and disclosed by you prior to the initiation of the project to ensure all expected features and functionality have been correctly estimated;
• (b) any additional work requested or required outside of the original estimate/scope needs to be agreed that we are entitled to re-estimate the charges and timeframe without prejudice; and
• (c) amendments which is to be expected should be kept to a minimum by receiving the styling, text or content updates in batches in-line with the stage of the project, however, if in our opinion, there is the need for more than one round of amendments, then the agreed number of changes must be established, prior to the commencement of the project.

28.1 You acknowledge and accept that we shall not be held responsible for any temporary delays, service outages, or interruptions. Additionally, we are not liable for any delays or failures in fulfilling our obligations under this agreement when such issues arise due to events beyond its reasonable control, including, but not limited to, acts of God, mechanical failures, electronic disruptions, communication breakdowns, or failures by third-party suppliers.

29.1 You acknowledge that:

• (a) where colour matching is required, you agree to supply information and samples regarding the correct colour;
• (b) we reserve the right not to undertake any Services, refuse to accept any content supplied by you, withdraw any advertisement or publication at any time which is or may be unlawful, offensive, contains prohibited content, or is otherwise inappropriate), and we shall not be liable to you for any such action; and
• (c) we will endeavour to place any advertisement in the position requested by you; however, we cannot always do so and shall not be liable to you where any advertisement does not appear in the place requested.

30.1 You are responsible for:

• (a) ensuring the quality and clarity of all images submitted and all image files must be provided in high-resolution digital formats suitable for the intended use. We are not liable for poor image quality resulting from scans of printed materials or low-resolution files unless image enhancement services have been agreed upon; and
• (b) additional expenses may be charged to you for any necessary action, including, but not limited to, photography and art direction, photography searches, media conversion, digital image processing or data entry services.

30.2 You acknowledge and agree that we shall not be held responsible or liable for:

• (a) any supplied content breaching any Acts, legislation or regulations, unless due to our negligence;
• (b) any loss, corruption, or deletion of files or data (including but not limited to software programs) resulting from illegal hacking or Services provided by us. Whilst we will endeavour to restore the website or landing page, files or data (at your cost), it is the sole responsibility of you to back-up any data which you believe to be important, valuable, or irreplaceable prior to us providing the Services. You accept full responsibility for your software and data, and we are not required to advise or remind you of appropriate back-up procedures (unless included as part of the Services); and
• (c) any loss or damage to your software or hardware caused by any 'updates' provided for that software.

30.3 We, our directors, agents or employees will not be liable in any way for any form of loss or damage of any nature whatsoever suffered, whether arising directly or indirectly, by you or any person related to or dealing with you out of, in connection with or reasonably incidental to the provision of the Services by us to you.

31.1 You acknowledge and accept that it is entirely your responsibility to ensure that the execution of this agreement and the delivery of Services by us do not breach any obligations you owe to third parties, including those related to brand identity or franchise requirements.

32.1 You acknowledge and agree that the use of the Services under this agreement must remain within the monthly bandwidth and storage limits specified in our service plan. If your usage exceeds these limits, you agree to pay any applicable charges for the excess usage, as outlined in our current pricing schedule.

33.1 Where you supply content or materials to us for inclusion in the Services:

• (a) you acknowledge that any content or materials supplied to us for incorporation into the Services is subject to our approval and may, regardless of prior approval, be rejected and removed by us;
• (b) such content or materials will be held by us at your risk;
• (c) we accept no responsibility for imperfect work caused by defects in or unsuitability of such content or materials; and
• (d) you warrant that all such content or materials supplied to us to be used for the provision of the Services shall:
  • (i) be true and correct in every particular;
  • (ii) does not contain prohibited content;
  • (iii) not be, nor contain, anything that is defamatory of any person or is indecent or obscene;
  • (iv) complies with all laws, regulations, codes of practice, guidelines and any standards applicable to the advertising industry and as determined by any relevant regulatory agency or industry self-regulatory body;
  • (v) does not infringe copyright, trademark or any other legal rights of another person and/or entity (including the name and image of any person without their consent, etc.);
  • (vi) does not contain anything which may give rise to any cause of action by a third against us (including, but not limited to, material that may cause damage or injury to any person and/or entity);
  • (vii) is not false or misleading and is true in substance and in fact;
  • (viii) not contain nor constitute a statement that is misleading or deceptive or likely to deceive or to mislead or which is otherwise in breach of a provision of the Fair-Trading Act or any other applicable legislation; and
  • (ix) be in the form, and delivered up to us by the date, specified thereby. If you fail to adhere to this sub-clause, we shall not be liable to you in the event we are unable to provide the Services.

33.2 You shall indemnify, and keep us indemnified at all times against all actions, proceedings, claims, demands, liabilities, either express or implied, and all costs, losses, losses of profit, damages and expenses whatsoever which may be taken against us, or incurred or become payable by us, resulting or arising from you being in breach of clause 33.1.

33.3 Imprints or any legal obligations required to appear on any printed or digital material are the responsibility of you. We reserve the right to place our imprint on all printed material unless specifically requested otherwise.

33.4 In the case of content or materials left with us without specific instructions, we shall be free to dispose of them at the end of 30 days after receiving them, and to accept and retain the proceeds, if any, to cover our own costs in holding and handling them.

34.1 Whilst every care is taken by us to carry out the instructions of you, it is your responsibility to undertake a final proof reading of the Services, which will be sent to you and will be deemed accepted if no response is received by you within 48 hours of our submission thereof. We shall be under no liability whatever for any errors not corrected by you in the final proof reading, and should your alterations require additional proofs this shall be invoiced as an extra in accordance with clause 5.

35.1 Upon acceptance of our proposal, and in accordance with this contract, we will:

• (a) use reasonable skill to design, build and deploy the website or digital landing page in accordance with your instructions and specifications; and
• (b) where requested, assist in negotiating and securing third party services.

35.2 You acknowledge that the website or landing page will be developed using current digital technologies and platforms. We cannot guarantee consistent performance or visual rendering across outdated, unsupported, or future technologies not yet commercially available.

35.3 You will, in addition to any other obligations expressed in this contract, have the following responsibilities:

• (a) provide all content, data, and copy to be incorporated into the website or landing page;
• (b) provide brand assets including logos, design files, imagery, and any other visual materials required for implementation; and
• (c) share any additional ideas, preferences, or functional requirements that should be considered during development.

35.4 You will ensure that we are given such information and assistance as we reasonably require to enable us to complete development and provide ongoing support or maintenance.

35.5 If you have specific requirements for mobile optimisation, accessibility, or compatibility with particular browsers, or devices, these must be clearly documented in the initial brief. Unless otherwise agreed, we will determine the appropriate technologies and frameworks to be used. Any changes or additions requested after development has commenced will be treated as a variation to scope and may incur additional charges.

35.6 We will not be responsible for, and accept no liability for any deficiency or alleged deficiency on the website or landing page which is attributable to:

• (a) incorrect information provided by you, either pursuant to this clause or otherwise; or
• (b) failure by you to provide relevant information, either pursuant to this clause or otherwise; or
• (c) any third-party products and/or services used by us in creation of the website or landing page.

36.1 You will be responsible for complying with all applicable terms, conditions, and policies relating to any domain name registered on your behalf, this includes obligations imposed by the relevant domain name registry or registrar, such as renewal requirements, dispute resolution procedures, and acceptable use policies.

37.1 You understand that by placing information on the website or landing page, such information may be accessible to all internet users. We do not (unless expressly requested by you) limit or restrict access to such information, nor protect such information from copyright infringement or other wrongful activity. You assume full responsibility for the use of the Services, and it is your sole responsibility to evaluate the accuracy, completeness and usefulness or all opinions, advice, services, and other information, and the quality and merchantability of all Services provided by us, or on the internet generally.

38.1 You acknowledge and accept that:

• (a) where you wish to engage a third-party consultant to work on a project together with us, to carry out part of the Services, then you agree to, in the first instance as an act of good faith, to advise of the proposed action prior to any engagement to ensure there is no issue or a conflict of interest;
• (b) we do not guarantee the performance, uptime, or functionality of any third party collaboration platform or social media tools used during the delivery of the Services;
• (c) display on such platforms do not guarantee the availability of any goods; therefore, all orders placed through your website or landing page as a result of any post or other communication posted shall be subject to confirmation of acceptance by you;
• (d) access to posting or messaging features on collaboration platforms or social media tools may be intermittently unavailable due to scheduled maintenance; and
• (e) digital communications are subject to transmission risks, including delays, errors or failures in delivery. We cannot guarantee the timely or error-free appearance of posts or updates on any platforms.

38.2 As digital platforms evolve, including changes in user behaviour, platform algorithms, feature availability, or provider lifecycle, we may recommend updates to the original scope of work or suggest alternative tools or Services. Any such recommendations will be discussed with you prior to implementation.

39.1 The "Go-Live Date" means the date your domain name is successfully pointed to our hosting infrastructure, or 6 months following you signing our terms and conditions, whichever is sooner.

39.2 Hosting services shall only be used by you for lawful purposes. Any use which violates any applicable national or international laws is strictly prohibited (e.g. posting or transmitting any unlawful, threatening, abusive, libelous, defamatory, obscene, offensive, indecent, pornographic, profane, or otherwise objectionable information of any kind – including, but not limited to, any transmission constituting or encouraging conduct that would constitute a criminal offense or give rise to civil liability).

39.3 Hosting services exclude domain name registrations, SSL certificate provisioning, or migration/setup from a previous hosting provider. These Services are available at an additional cost and shall be quoted separately.

39.4 We will, at our sole cost and expense:

• (a) host the website or landing page on our managed servers;
• (b) ensure that from the Go-Live Date:
  • (i) maintain adequate server resources to support timely access for end users;
  • (ii) ensure availability in line with agreed service levels, subject to scheduled maintenance or downtime communicated in advance or as outlined in clause 37;
• (c) provide you with secure administrative access to perform updates or maintenance as required.

39.5 We will not, without your prior written consent:

• (a) alter or amend content, or permit any person to alter or amend the website or landing page;
• (b) publish advertisements, sponsorships or promotional material on your website;
• (c) use any user data for marketing, referral or other purposes except as expressly authorised by this contract;
• (d) sub-licence, rent, time-share, lease, lend or grant third-party access to your hosted environment; or
• (e) assign, transfer or authorise anyone else to exercise the rights in any licence granted pursuant to this contract.

39.6 We will make best efforts to ensure that you receive continual and uninterrupted Services (including network or hosting servers) during the term of this contract, however we do not in any way warrant or otherwise guarantee uninterrupted access or uptime, as Services may be affected by scheduled maintenance, technical issues, or external factors beyond our control (e.g. network outages, cyber incidents, or third party failures). We are not liable for any loss of income, data, or business resulting from such disruptions, and such events will not be considered a breach of contract.

39.7 We may, at our sole discretion, limit or suspend access to the Services if, in the judgement of ours, such limitations or denials of access are required to assure the security, integrity, or performance of our infrastructure. This may include actions to prevent cyber threats, mitigate abuse, or respond to system vulnerabilities.

40.1 Subject to clause 28.1, we will provide the website or landing page maintenance services in accordance with the maintenance terms set out in our maintenance schedule.

40.2 You will provide all necessary authorisations, licences and consents to enable us to have access to the website or landing page in order to provide the maintenance services.

41.1 Unless otherwise agreed in a separate development contract, you are responsible for the ongoing management and upkeep of your website or landing page. This includes:

• (a) provide the content to us, in such form as reasonably specified by us from time to time, and hereby grant us a non-exclusive, worldwide, irrevocable licence to use such content for hosting and maintenance purposes;
• (b) do all things reasonably necessary to enable hosting on our infrastructure;
• (c) change the type of hosting plan used if that plan does not meet performance, bandwidth, or reliability requirements;
• (d) responsible for any fees payable and due to previous hosting organisations engaged by you;
• (e) ensure that content supplied to us does not contain prohibited content, a link to any website that contains prohibited content, or any malware, ransomware, botnets, spams, or any other software designed to disrupt or compromise hosting services.

41.2 You will not:

• (a) logon to an account that you are not authorised to access;
• (b) access data or take any action to obtain services not intended for you;
• (c) attempt to probe, scan or test the vulnerability of any system, subsystem or network;
• (d) tamper, hack, or bypass any authentication or security protocols;
• (e) transmit any harmful or unlawful content; or
• (f) do anything that prevents or hinders us from providing hosting services to any other person.

41.3 You acknowledge that spamming (i.e. the sending of unsolicited email), email address cultivation, or any unauthorised collecting of personal contact information without the owner's consent is strictly prohibited.

42.1 Network traffic shall be measured by us and may include all forms of traffic to and from the Website or landing page. Domestic data transfer is provided free of charge, but we reserve the right to suspend hosting services (at any time and without notice to you) for what we deem to be excessive traffic usage.

43.1 In consideration of clause 18, in the event the hosting services provided to you is disrupted or malfunctions for any reason, our liability shall be limited to damages which under no circumstances shall exceed the amount due and payable by you to us for the hosting services during the period of disruption or malfunction.

44.1 Although we shall use our knowledge and experience to gain the best results possible, we give no guarantee of the quality of visitor or the position / page rank or volume of visits to the website or landing page, or warranty that the website or landing page will be effective in promoting your business or result in any increase in sales of the products/services of yours. Periodic reporting will be sent to your nominated email address, at the sole discretion of us.

45.1 You acknowledge and agree that:

• (a) you must not use redirects or other methods to send traffic from parked domains to unrelated websites. If you require multiple domains with distinct content, an appropriate hosting plan must be used;
• (b) installation of custom chat applications on shared hosting environments is prohibited unless explicitly approved by us, due to their high resource usage;
• (c) you are not permitted to run certain programs in the background on shared hosting servers; this tends to use a lot of system resources and can impair service to other customers on that server. If you are unsure whether your software falls into this category, you should contact us;
• (d) Internet Relay Chat (IRC) services and bots are strictly prohibited. Violations of this provision will be immediately suspended and/or deactivated, and no refund will be issued;
• (e) you must not sublease, sub-host or give away control of any portion of their internet hosting space and/or resources (including, but not limited to, email, bandwidth, FTP or control panel access unless otherwise authorised in writing by us, as in the case of authorised reseller hosting accounts. We reserve the right to:
  • (i) request contact details of your current website developer/webmaster in relation to your hosting account;
  • (ii) know who is accessing and maintaining files on our servers.
• (f) file hosting and file storage services of any type is prohibited on all shared hosting accounts managed by us, unless we have given our express written permission. You must not use the shared hosting space as a repository for downloadable media unless directly related to your website's core content. Our shared hosting is intended solely for website or landing pages hosted on our infrastructure.

46.1 We will configure and launch your Google Ads campaigns, including search, display and video formats based on your business objectives and target audience.

46.2 Once your campaign is live, we will monitor, adjust, and optimise it to help improve performance and maximise value for your advertising spend.

46.3 We will make reasonable efforts to inform you of any relevant updates or instructions from Google. However, we are not liable for Google's decisions or changes to the Google Ads platform.

46.4 While we aim to improve your campaign results, we cannot guarantee specific outcomes such as ad placement, click volume, impressions, or lead generation.

46.5 If you already use Google Analytics, you must provide us with administrative access so we can link it to your Google Ads account.

46.6 You may only have one active Google Ads account at a time. If you already have an active account, you will need to pause or transfer it before using our Services.

46.7 By signing up, you consent to us sharing necessary business information with Google, including details from your signup form and contact information we hold. This is required to activate and manage your advertising account.

46.8 We will retain this information in accordance with our privacy and data protection policies.

46.9 A Google Tag Manager (GTM) container must be installed on your website or landing page before your campaign can go live. You or your developer may do this, or we can assist if your site is hosted by us.

46.10 If a GTM is already installed, you must provide us with admin access to configure it properly.

46.11 You must comply with Google's advertising policies and terms of service, including but not limited to:

• (a) not promoting illegal products or services;
• (b) allowing Google to use your business name and trademarks for advertising purposes; and
• (c) adhering to editorial standards and restrictions on advertising regulated categories such as alcohol, gambling, fireworks.

46.12 You acknowledge and accept that Google reserves the right to reject, remove, or modify ads and may change its advertising programme at any time. We are required to follow any instructions Google provides.

46.13 You retain ownership of your Google Ads account.

46.14 If you choose to discontinue your campaign with us, we will transfer control of your account to you upon request.

47.1 You agree:

• (a) not to employ, contract, subcontract or utilise in any way an employee or past employee of ours (other than through us) within 12 months of that employee's last employment with us; and
• (b) that if clause 47.1 (a) is contravened we will be able to invoice you at our current hourly rate the hours that the employee has been employed, contracted, subcontracted or utilised in any way by you and agree to pay the said invoice in accordance with the standard payment terms contained in this contract.