Terms of trade
1.0 Payment schedule
Work will be billed as monthly progress payments due on the 7th of each month unless otherwise agreed. A 5% fee is added weekly for overdue accounts.
All payments received are non refundable. After the deposit is paid, Paulownia Limited will commence work on above start date, if we do not receive sufficient communication from your end to continue the progress of the project within 3 months the project will be terminated and no refunds given.
The total fees for work will be held if the contract/letter of engagement is accepted within 30 days of receiving the same, otherwise Paulownia Limited reserves the right to review the fee.
If the client is a company or trust, the director(s) or trustee(s) signing the contract/letter of engagement, in consideration for Paulownia Limited agreeing to supply services to the client at its request, also sign the contract in their personal capacity and jointly and severally personally undertake as principal debtors to Paulownia Limited the payment of any and all monies now or hereafter owed by the client to Paulownia Limited and indemnify Paulownia Limited against non-payment by the client.
2.0 Reproduction of work
Paulownia Limited retains rights to use the completed project and any preliminary designs for the purpose of design competitions, future publications on design, educational purposes and the marketing of our business.
If designing a website, we reserve permission to include a small credit and link to our website in the footer.
Any final; design, copyrighting, drawing, illustration, concept or code created for the client by Paulownia Limited, is licensed to the client upon final payment of the services. In the event of multiple proposed designs being submitted to you for selection, the one design selected is deemed as fulfilling the contract. All other designs remain the property of Paulownia Limited, unless agreed in writing that this agreement has been changed.
The client shall not unreasonably withhold acceptance of, or payment for, the project. If, prior to completion of the project, the client observes any nonconformance with the design plan, the designer must be promptly notified, allowing for necessary corrections. Rejection of the completed project or cancellation during its execution will result in forfeiture of deposit and the billing for all additional labor or expenses to date. Client shall bear all costs, expenses, and reasonable attorney’s fees in any action brought to recover payment under this contract or in which Paulownia Limited may become a party by reason of this contract.
3.0 Client responsibilities
As our client, you have the power and ability to enter into this contract on behalf of your company or organisation. You agree to provide us with everything that we need to complete the project including text, images and other information. You agree to review our work, provide feedback and sign-off approval in a timely manner too. Deadlines work two ways and you will also be bound by any dates that we set together and commit to giving feedback within an agreed period. These timelines have been created based on providing feedback at each stage within 72 hours. Please note once you’ve accepted the proposal we create space in our schedule for you. If we don’t hear from you within 30 days about your current project after we have sent a proof, we may bench your project which will then be subject to a Restart Fee at 5% of the project cost to bring it back into the studio when you wish to resume work.
Along the way we will endeavour to meet all the deadlines set but we can’t be responsible for a missed launch date or a deadline if you are delayed in supplying materials or have not approved or signed off our work on-time (within three working days) at any stage.
We will maintain the confidentiality of any information that you give us.
4.0 Providing content
The client is responsible for providing all written content and images for use (unless otherwise specified). It is expected that the content provided is 100% edited and ready for use, if you would like to enlist our copyrighting services that can be arranged for an agreed fee. All images provided need to be in the format that we request and must be approved copyright – we will take no responsibility for images that are found to be breaching copyright.
5.0 Client approval
As our client, we will need you to approve and proofread all final designs, type, press proofs and test sites. Paulownia Limited will make all efforts to ensure that no information is misrepresented. However, the client assumes all responsibility for content. Your approval of all tangible materials, artwork and printing proofs will be assumed after the work has been submitted for review, unless you indicate otherwise in writing.
The estimate/quotation price of our projects are based on the number of hours that we estimate we’ll need to accomplish everything that you have told us you want to achieve. If you do wish to change your mind, add extra pages or new concepts or even add a new product, the additional work will be completed at an additional agreed rate. Please note, we always endeavour to meet all urgent requests however please allow at least 48 hours turnaround for all design requests or revisions (no matter the size of the request). Please refer to the Scope of services section for allocated number of revisions. 1 x ‘revision’ refers to the client providing 1 set of feedback and Paulownia Limited actioning that feedback. Each time feedback is provided, it counts for another ‘round’ and the total feedback included in that round.
Late or weekend hours incurred to accommodate additional compressed deadlines, if needed, will be negotiated separately. Our schedules assume timely review and response by you, as the client, of all deliverables.
Any delay in the completion of the project due to client feedback delays, unforeseen illness, or external forces beyond the control of the Paulownia Limited, shall entitle an extension of the completion date, upon notifying the client, by the time equivalent to the period of such delay. All work will be completed within the standard work week (Monday through Friday, 9am to 5:30pm).
Upon acceptance of this contract, the estimates, specifications and conditions are here by accepted. Paulownia Limited is authorised to execute the project as outlined in this agreement.
6.0 Limitation of Liability
The guarantees in the Consumer Guarantees Act 1993 are excluded where the client acquires the services from Paulownia Limited for the purposes of business in terms of sections 2 and 43 of the Consumer Guarantees Act 1993.
Where you acquire the services for business use, all conditions, guarantees and/or warranties contained or implied under the Contract and Commercial Law Act 2017 are hereby excluded and negated to the fullest extent permissible by law.
Further to the above, Paulownia Limited shall be under no liability whatsoever to you for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by you arising out of or in connection with the services provided by Paulownia Limited unless due to the gross negligence or dishonesty of Paulownia Limited. If, however, Paulownia Limited is found liable, then the maximum remedy available to you shall be limited to the actual amount that you paid for the services.
7.0 Rights of Termination
Paulownia Limited may in its sole discretion terminate this contract by written notice to you if:
you default in payment of a payment, and any such default is not remedied with seven (7) days from notice of such default; or
you are, or become insolvent.
8.0 Privacy Act 2020
Paulownia Limited will comply with its obligations under the Privacy Act 2020, including the Privacy Principles that govern how we should collect, handle and use personal information.
For the purposes of facilitating the administration of Paulownia Limited and the provision of services, you authorise Paulownia Limited to request all information it may require about you and you agree to release such information to Paulownia Limited. You also authorise Paulownia Limited to request client information from third parties and you agree to authorise those third parties to release such information to Paulownia Limited.
Client information will be collected, held and used on the condition that it will be held securely at Paulownia Limited’s office and it will only be accessible by Paulownia Limited’s authorised agents who need access to it for the administration of Paulownia Limited.
9.0 General Terms
Paulownia Limited reserves its rights to review these terms at any time. If following a review there is to be a change to these terms, then that change will take effect from the date on which Paulownia Limited notifies you of any such change.
You agree to resolve any dispute within fourteen (14) days from the time of delivery of the services otherwise the services are deemed satisfactory to you. Any dispute not resolved shall be filed immediately to the Disputes Tribunal or to a Mediator agreed between the parties and such decisions from mediation will be accepted as final and binding.
If any provision of these Terms shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired. These Terms shall be governed by the laws of New Zealand and are subject to the jurisdiction of the courts of New Zealand.
Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, pandemic, fire, flood, drought, storm or other event beyond the reasonable control of either party.
The failure by Paulownia Limited to enforce any of these Terms shall not be treated as a waiver of that provision, nor shall it affect Paulownia Limited’s right to subsequently enforce that provision.
This contract may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute the same instrument.