Whakaora Design - Terms and Conditions

Last Updated: 20 June 2025

These Terms and Conditions ("Terms") govern your use of the services provided by Whakaora Design ("Whakaora Design," "we," "us," or "our"). By engaging Whakaora Design for any design services, you ("Client," "you," or "your") agree to be bound by these Terms. If you do not agree with any part of these Terms, you must not proceed with our services.

1. Services Provided

Whakaora Design offers a range of design services, including but not limited to: graphic design, branding, logo design, website design (visuals/layout, not development unless specified), print design, and other related creative services as agreed upon in a separate project proposal, quote, or agreement (the "Project Agreement").

2. Acceptance of Terms

2.1. By accepting a Project Agreement, providing payment for services, or otherwise instructing Whakaora Design to commence work on a project, you acknowledge that you have read, understood, and agree to be bound by these Terms.

2.2. These Terms, together with the Project Agreement, form the entire agreement between Whakaora Design and the Client for the specific project.

3. Pricing and Payment

3.1. Quotes and Estimates: All prices quoted by Whakaora Design are valid for [e.g., 30 days] from the date of issue unless otherwise stated. Quotes are based on the information provided by the Client at the time of quoting. Any significant changes to the project scope or requirements by the Client after acceptance of the quote may result in additional charges.

3.2. Deposits: A non-refundable deposit of [e.g., 50%] of the total project fee is required before commencement of any design work. No work will begin until this deposit has been received and cleared.

3.3. Invoicing and Payment Schedule: * For projects with a value of [e.g., under NZD $1,000], the full balance may be due upon completion or prior to final file delivery. * For larger projects, a payment schedule will be outlined in the Project Agreement, typically involving progress payments at agreed milestones. * Final payment is due upon project completion or prior to the release of final artwork files, whichever comes first.

3.4. Payment Methods: Payments can be made via [e.g., bank transfer, Stripe, or other agreed methods].

3.5. Late Payments: If payment is not received by the due date on the invoice, Whakaora Design reserves the right to: * Halt all work on the project until payment is received. * Charge a late payment fee of [e.g., 10%] of the overdue amount per month (or part thereof), calculated daily. * Withhold all final artwork files and intellectual property rights until full payment, including any late fees, is received. * Refer the debt to a collection agency, with all associated costs borne by the Client.

4. Client Responsibilities

4.1. Provision of Materials: The Client agrees to provide all necessary information, content (text, images, branding guidelines, etc.), and materials required for the project in a timely manner. Delays caused by the Client's failure to provide materials may affect project timelines and may incur additional charges.

4.2. Feedback and Approvals: The Client agrees to provide prompt and clear feedback and approvals at various stages of the project as outlined in the Project Agreement or as reasonably requested by Whakaora Design. Delays in feedback may affect project timelines.

4.3. Accuracy of Information: The Client is responsible for ensuring the accuracy and legality of all information and materials provided to Whakaora Design for the project.

5. Revisions and Approvals

5.1. The Project Agreement will specify the number of revisions included in the project fee. Additional revisions beyond the agreed-upon number may be subject to extra charges, quoted at our standard hourly rate.

5.2. Upon presentation of design concepts, the Client will have [e.g., 7 business days] to provide feedback. If no feedback is received within this period, the design will be deemed approved.

5.3. Once a design phase or final design is approved (verbally or in writing), any subsequent changes requested by the Client will be considered a new task and quoted accordingly.

6. Intellectual Property

6.1. Client's Materials: The Client warrants that any materials (text, images, logos, etc.) provided to Whakaora Design for use in the project are owned by the Client or that the Client has obtained all necessary permissions and licenses for their use. The Client indemnifies Whakaora Design against any claims arising from the use of materials provided by the Client.

6.2. Whakaora Design's Intellectual Property: All design concepts, creative work, preliminary designs, and other materials produced by Whakaora Design during the course of the project (but not yet paid for in full) remain the intellectual property of Whakaora Design.

6.3. Transfer of Rights: Upon full and final payment of all agreed fees for a project, Whakaora Design will transfer to the Client the intellectual property rights for the final approved design artwork as specified in the Project Agreement. This typically means the Client owns the final artwork for its intended use.

6.4. Use of Work for Portfolio: Whakaora Design reserves the right to display any completed project work in its portfolio, on its website, and for promotional purposes, unless otherwise agreed in writing.

6.5. Third-Party Assets: Where third-party fonts, stock images, or other assets are used in the design, the Client acknowledges that they may be subject to their own licensing terms. Whakaora Design will advise the Client if specific licenses need to be purchased by the Client for ongoing use.

7. Project Timelines

7.1. All project timelines provided by Whakaora Design are estimates. We will make reasonable efforts to adhere to agreed-upon schedules.

7.2. Delays caused by the Client (e.g., late provision of materials, delayed feedback, additional revision requests) may result in extended project timelines.

7.3. Whakaora Design is not liable for delays caused by circumstances beyond our reasonable control (e.g., natural disasters, software failures, illness).

8. Termination of Services

8.1. Termination by Client: The Client may terminate a Project Agreement at any time by providing written notice to Whakaora Design. In such cases: * The non-refundable deposit will be retained by Whakaora Design. * The Client will be invoiced for all work completed up to the date of termination, calculated at our standard hourly rates, or a pro-rata portion of the project fee, whichever is greater. * No intellectual property rights for incomplete work will be transferred to the Client until all outstanding invoices are paid.

8.2. Termination by Whakaora Design: Whakaora Design may terminate a Project Agreement if the Client: * Fails to make payments as per the agreed schedule. * Fails to provide necessary materials or feedback in a timely manner, causing significant delays. * Engages in any conduct that is unlawful, unethical, or harmful to Whakaora Design's reputation. * In such cases, the Client will be invoiced for all work completed up to the date of termination, as per clause 8.1.

9. Confidentiality

Both parties agree to keep confidential all non-public information and materials shared by the other party in connection with the project. This obligation will not apply to information that is publicly available, independently developed, or required to be disclosed by law.

10. Warranties and Disclaimers

10.1. Whakaora Design warrants that our services will be performed with reasonable care and skill, in a professional manner.

10.2. Whakaora Design does not warrant that the functions contained in any design will be uninterrupted or error-free. The Client agrees that Whakaora Design is not liable for any consequential, incidental, indirect, or special damages, including but not limited to loss of profits, arising from the use or inability to use our services or the finished design.

10.3. The Client acknowledges that minor colour variations may occur across different viewing devices and print processes.

11. Indemnification

The Client agrees to indemnify and hold harmless Whakaora Design, its employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in any way connected with:

12. Governing Law

These Terms and any Project Agreement shall be governed by and construed in accordance with the laws of New Zealand. Both parties agree to submit to the exclusive jurisdiction of the courts of New Zealand.

13. Dispute Resolution

13.1. In the event of any dispute arising out of or in connection with these Terms or a Project Agreement, the parties agree to first attempt to resolve the dispute amicably through good faith negotiation.

13.2. If the dispute cannot be resolved through negotiation within [e.g., 14 days], the parties agree to consider mediation as a means of dispute resolution, with the costs of mediation shared equally between the parties.

14. Changes to Terms

Whakaora Design reserves the right to update or modify these Terms at any time. Any changes will be effective immediately upon posting the revised Terms on our website. It is the Client's responsibility to review these Terms periodically. Continued engagement with our services after any modifications constitutes acceptance of the revised Terms.

15. Contact Information

If you have any questions about these Terms and Conditions, please contact us at info@whakaora.design

Disclaimer: This document is a general template for Terms and Conditions and may not cover all specific requirements for your unique business operations or all applicable New Zealand laws. It is highly recommended to seek professional legal advice to ensure this document is fully compliant and adequately protects your business interests.