In this agreement, the following definitions apply unless otherwise specified:
- ‘Confidential information’ includes:
- Source code and other aspects of the backend design developed for the client; and
- Any other material that the client advises Timeshifting Interactive is confidential.
‘Confidential information’ does not include material which is already publicly available or lawfully becomes publicly available after it is received from the client.
- ‘Speculative works’ shall include any work submitted to the client or third party by Timeshifting Interactive on a speculative basis.
- ‘Intellectual Property’ means: all intellectual property rights including, but not limited to: copyright, inventions, patents and patent applications, trademarks, software, source codes, text, images, designs, logos, data sets, and trade secrets.
- Timeshifting Interactive offers 2 payment options depending on the value of the project:
- 100% upfront payment.
- 50% payment upon sign-off, 50% payment upon completion.
- For credit accounts invoices will be issued on the last day of the month, with payment due on the 20th of the month following.
- All invoices are emailed only – the client bears the responsibility to regularly check their email.
- If an account reaches 30 days from the time of its receipt, Timeshifting reserves the right to charge interest at 2% per month in line with current commercial practices.
- For accounts with outstanding balances over 60 days past the due date, only option 1. (100% upfront payment) in clause 2.1. above is available for new work until the overdue balance is paid in full.
- If an outstanding balances reaches 90 days past the due date, no new work will commence until the entire outstanding balance is cleared, and the outstanding balance will be passed to debit collection unless prior arrangements have been made.
- If a client’s debt is passed onto a third party, the client will incur ALL associated costs, including debt collection process cancellation fees if incurred.
- Source code will remain the property of Timeshifting Interactive and be stored on Timeshifting’s own server until payment is received in full, after which it will be released to the client.
3. Planning & Client’s Instructions
- Proposals, estimates and specifications shall be deemed to interpret the client’s instructions. Clients are advised to exercise care and attention when checking these documents before work begins.
- Proposals shall lapse unless accepted within 60 days from the day given, unless otherwise stated.
- Work will be developed to meet the requirements of the latest version of a specification or estimate that has been signed off by the client.
- Timeshifting Interactive shall not be held liable for errors and omissions arising from an oversight or a misinterpretation of a client’s verbal instructions.
- Timeshifting Interactive reserves the right to review and/or alter pricing in the event of changed client requirements after the acceptance of a quote or proposal.
4. Speculative Works
- Speculative Works shall remain the property of Timeshifting Interactive, unless the client agrees to proceed with utilising the work and pays in full for such work, in which case Timeshifting Interactive assigns to the client all rights, including copyright, of these Speculative Works with effect from the date Timeshifting Interactive receives payment for such works. No use of Speculative Works, or any idea obtained from such work, shall be used by the client unless paid for in full or the express written agreement from Timeshifting Interactive is obtained.
5. Inactive, Suspended and Cancelled project
- If work is held awaiting client instructions for longer than 7 days without prior arrangement, Timeshifting Interactive reserves the right to discontinue the project and invoice work done to date and materials used in that work.
- The suspension of any work at the client’s request will entitle Timeshifting Interactive to full payment for all work and/or services in progress at the time of suspension and for any work already completed that has payment outstanding. Timeshifting Interactive reserves the right to refuse the quotation for the uncompleted portion of the contract if work is suspended for more than 30 days.
- If a project is terminated before completion, Timeshifting Interactive will be compensated for all fees and disbursements incurred up to the date of termination.
6. Project Rescheduling
- Timeshifting Interactive requires content, design feedback and final launch feedback in a timely manner.
- If a project milestone is rescheduled more than 2 times (typically 2 weeks) we reserve the right to charge a rescheduling fee to cover administration costs.
- If a project milestone is rescheduled more than 4 times (typically 4 weeks) we reserve the right to put the project on hold, invoice completed work and charge a rescheduling fee when the project is resumed.
Copyright, Intellectual Property and Confidentiality
- Except for any third party software or pre-existing software (including but not limited to code libraries and frameworks) belonging to Timeshifting Interactive, all intellectual property developed relating to the Website shall be the sole property of the client.
- The client will, upon payment in full for the work, receive a non-exclusive, royalty-free license to utilise to use any pre-existing software belonging to Timeshifting Interactive and any third party software that may be required to operate or maintain the Website.
- Upon completion of the project, Timeshifting Interactive will also receive an irrevocable, royalty-free license to utilise the Intellectual Property created by Timeshifting Interactive and employed in the website. Such license may include the client’s trade marks, logos, names, or any other branding relating to the client’s business.
- Timeshifting Interactive will treat all confidential information belonging to the client in the strictest confidence and will not, without the prior written approval of the client:
- Disclose the confidential information to any person or organisation outside Timeshifting Interactive; or
- Disclose the confidential information to any director, employee, or agent of Timeshifting Interactive who does not need to know the Confidential Information for the purpose of this Agreement; or
- Use any of the confidential information other than for the purpose of this Agreement or otherwise in any way which will be detrimental to or in conflict with the interests of the client.
8. Claims for Remedy
- Any complaint shall be made in writing within 21 days of receipt of goods or services in order to remedy faults or complaints. Any disputes pertaining to invoices received after 21 days will be null and void.
9. Outside Influences
- Timeshifting Interactive shall not be responsible for any delay, default loss or damage due to any industrial disputes, accidents, hackers, Acts of God, equipment failure or mischievous damage or other causes beyond Timeshifting Interactive’s control.
- Timeshifting Interactive shall not be liable for any indirect or consequential loss or for the loss to a client arising from third party claims occasioned by errors in carrying out the work or by delay in delivery or by failure in equipment.
- Timeshifting Interactive only support technologies for browsers and computer settings that were current at the time of development. We accept no responsibility if technology changes and a product or service is no longer accessible.
12. Illegal or Libellous Matter
- Timeshifting Interactive shall be indemnified by the client in respect to any claims, costs end/or expenses arising from any matter, which is illegal, libellous in matter or in breach of the Fair Trading Act 1986 or any other statute or any infringement of copyright, patent or design.
13. Removal of Material from Server
- Timeshifting Interactive reserves the right at all times to remove without notice a client’s material from its server if Timeshifting Interactive deems material on the client’s website to be of an illegal and/or libellous nature.
- Timeshifting Interactive reserves the right at all times to remove without notice a client’s material from its server for failure to pay fees owed in accordance with Timeshifting Interactive’s payment terms.
- No guarantee shall be given or implied that the goods or services supplied in accordance with the client’s instructions, or designed by Timeshifting Interactive in accordance with those instructions, are suitable for specific market requirements unless those are documented and/or form part of the original Proposal
- Timeshifting Interactive agrees to ensure full consultation with the client throughout the development process.
16. Consumer Guarantees Act 1993
- In circumstances where Timeshifting Interactive is deemed to be a supplier if the client acquires our goods or services for the purpose of business as defined in the Consumer Guarantees Act 1993, the provisions of the Act do not apply.
- The client shall indemnify Timeshifting Interactive against all claims in respect of any loss or damage including consequential loss sustained by a third party howsoever caused after the receipt of goods or services by the client.
18. Governing Law
- This contract shall be governed by New Zealand law and the client and Timeshifting Interactive submit to the exclusive jurisdiction of the New Zealand Courts.
- The client noting the requirements under the Privacy Act 1993 authorises and directs that Timeshifting Interactive can seek and obtain from and supply any information concerning the credit or business standing of the client to any other person whether trader, merchant, firm, organisation, company or any agency or source whatever including any credit agency or association or the like and directs any such person to supply and receive and record such information to and from Timeshifting Interactive.