Terms & conditions of trade

General 

The following constitutes the agreed terms of business between The New Black Online Solutions Ltd (hereinafter referred to as TNB), and the client. TNB may vary these conditions without notice. 

Payment 

Services are billed hourly or by the project, depending on the scope of the work. For projects, specific fees and payment terms will be detailed in your project proposal.  Payment is due on the 20th of the month following the invoice date, unless otherwise noted. Client assumes responsibility for collection and legal fees necessitated by default in payment. TNB reserves the right to charge penalty interest on accounts not paid by the due date at a rate equal to the Reserve Banks’ Official Cash Rate, plus 10%, together with any collection costs incurred. Pricing is quoted exclusive of GST. TNB, at its discretion, may withhold services where accounts are not paid by the due date. 

Consumer Guarantees Act 1993 

It is acknowledged that where the client is acquiring products or services for the purposes of business use, the provisions of the Consumer Guarantees Act 1993 shall not apply. 

Privacy 

TNB will handle clients’ personal information in accordance with relevant laws. Client information may be used by TNB to make enquiries relating to a client’s credit worthiness at any time. 

Estimates 

Every effort is made to be as accurate and complete as possible on estimates. To receive a project or service request estimate, TNB must receive the exact specifications of the work. In some cases, a range estimate will be given, based on knowledge of the work at time of estimate. If, upon receipt of all elements, TNB determines the scope of the work has been changed from the originally agreed-upon concept, the work may be re-estimated. 

Minor revisions are anticipated, but major design/content changes may go beyond the scope of the estimate. The client’s approval will be obtained for any increases in fees or expenses that exceed the original estimate by 10%. Final fees and expenses will be shown when invoice is rendered. Estimate is valid for 30 days from date of estimate. All outsourced fees will be estimated separately. 

Charges 

A minimum charge of 1 hour applies to all on site work. A minimum charge of 30 minutes applies to all telephone or remote support. Labour is billed in 15 minute increments. Services required outside of our normal business hours (8 am to 6 pm weekdays) or on statutory days, will be billed at two times the normal hourly rate, unless agreed otherwise. TNB reserves the right to change its charge out rate at any time. For work completed on site, travel will be charged one-way, unless otherwise agreed.  

Approvals and Authorisations 

Invoices will include (and the client is obligated to pay), work and expenses that were authorised verbally, electronically (e.g. via e-mail) or in writing, by the authorised officer (detailed in section 2 of this document) and any other persons nominated by the authorised officer. 

Backups, Licensing, Security, Copyright 

While every effort is made to ensure the integrity of data on a client’s system, at times problems may arise. It is the responsibility of the client to maintain an adequate backup and security of data at all times. TNB will not knowingly recommend illegal software to the client, or recommend license levels lower than those actually required. It is the client’s responsibility to ensure that all software purchased or obtained is both legally obtained and virus free. TNB will not be held responsible for software piracy or licensing violations on the clients system. TNB will not be liable for any security breaches or viruses occurring within the clients system. If the product supplied is a software product, then in addition to these terms, that product is supplied subject to the terms and conditions of the relevant software license agreement. The client is responsible for complying with New Zealand Copyright laws with regards to any resources supplied by the client during the course of the engagement. 

Intellectual property 

All trademarks, copyright and other intellectual property embodied in or in connection with product, service, software and any related documentation are the sole property of TNB or its suppliers and cannot be reused or sold by the client without the specific consent of TNB. All code parts produced during the work relationship shall be owned by TNB and may be reused in future projects, although the actual implementation (website, web app, etc.) of that code is solely the client’s, and TNB will not reproduce that same final implementation elsewhere. The client reserves the right to reuse, modify, transfer, or sell their implementation although the code itself cannot be resold without consent from TNB. 

Promotional Use 

TNB may reproduce any design, artwork, or layout in promotional materials such as brochures, mailers, and websites, unless otherwise requested by the client. TNB may use completed work and any preliminary designs for the purpose of competitions, publications, educational purposes, and marketing. Where applicable, the client will be given any necessary credit for usage of the project elements. 

Liability 

Neither TNB nor any of its employees, contractors or agents will be liable in contract, tort (including negligence) or
otherwise to compensate the client or any employees or agents thereof for any loss, injury or damage arising directly or indirectly from any omission, error, default or delay by TNB employees, contractors or agents or for any failure of the services provided – except where the loss, injury or damage is the direct or indirect result of an intentional act. Such loss (whether direct or indirect) includes loss of profits, revenue, actual or potential business opportunities, contracts or anticipated savings or profits or any indirect or consequential loss whatsoever, notwithstanding that TNB employees, contractors or agents have been advised of the likelihood of such losses.