Client project terms

1.1 These terms apply to all work Hatched Digital Ltd (NZBN 9429053050519), a New Zealand company ("we", "us") does for you ("you", "the client"). This includes websites, web apps, design, hosting and care plans.

1.2 Your contract with us is made up of the accepted proposal and these terms. If they conflict, the proposal wins.

2.1 A proposal sets out the scope, deliverables, price, timeline and payment schedule. Anything not listed in it is out of scope.

2.2 A proposal is valid for 30 days from the date it is issued unless it says otherwise.

2.3 Estimates are our best estimates based on the information you give us. Fixed prices are fixed only for the scope described.

3.1 You accept a proposal by accepting it online, signing it, confirming it in writing (email is fine), or paying the deposit.

3.2 By accepting, you confirm you are authorised to bind your business.

4.1 Unless the proposal says otherwise, we invoice a 50% deposit on acceptance and the 50% balance on completion, before launch or handover. Larger projects may use milestone payments set out in the proposal.

4.2 Work and booking of our time start once the deposit has cleared. The deposit is non-refundable once work has started, except where clause 13.3 applies.

4.3 Invoices are due within 7 days unless stated otherwise. Prices are in NZD and exclude GST unless stated otherwise.

4.4 Care plans, hosting and other recurring services are billed in advance, monthly or annually as set out in the plan, and renew automatically until cancelled under clause 13.

5.1 If an invoice is overdue, we may pause work, withhold delivery or launch, and, after giving 7 days' written notice, suspend hosted services until it is paid.

5.2 We may charge interest on overdue amounts at 1.5% per month and recover reasonable debt collection costs.

6.1 If something comes up that sits outside the agreed scope, we will tell you before we do any of that work, not after. We will explain what is involved, how it affects cost and timing, and the options for moving forward.

6.2 Out-of-scope work only goes ahead once we have agreed together, in writing, how to proceed. This is usually a quote or a variation to your proposal. No hidden costs and no surprise invoices.

6.3 The proposal includes two rounds of revisions per design stage unless stated otherwise. If you would like more, we will treat them the same way: we let you know first and agree any cost with you before we start.

7.1 You will provide content, feedback, approvals, access and credentials on time, and give us one decision-maker.

7.2 You confirm you own or have the right to use everything you give us (text, images, logos, data). You are responsible for its accuracy and legality, including privacy and Fair Trading Act compliance of your claims. You indemnify us against claims arising from your content.

7.3 If you delay feedback or content for more than 14 days, we may reschedule the project and invoice for work completed to date. If a project is on hold for more than 60 days, we may treat it as complete and invoice the balance.

8.1 Timelines in the proposal are estimates and depend on you meeting your responsibilities. We will tell you promptly about anything likely to cause a delay.

8.2 We are not liable for delays caused by you, third parties or events beyond our reasonable control.

9.1 We keep ownership of our pre-existing tools, code libraries, components, templates and know-how ("our tools").

9.2 Once all amounts for the project are paid in full, ownership of the final deliverables made specifically for you passes to you. You also receive a perpetual, non-exclusive licence to use our tools as built into those deliverables.

9.3 Until full payment, we grant you a revocable licence to use the deliverables for the project only.

9.4 Open-source and third-party components stay under their own licences.

9.5 Unless you ask us not to, we may show the work in our portfolio after launch, without disclosing confidential information.

10.1 Third-party costs are payable by you, either directly or passed through by us at cost, with no markup. These include domains, hosting, software licences, plugins, stock assets, email services and payment providers.

10.2 We are not responsible for outages, price changes or changes in terms by third-party providers. However, we will help where our care plan covers it.

10.3 Care plans cover the services listed in the plan. Work outside the plan is quoted separately. Uptime and response times are on a reasonable-efforts basis unless the plan sets a specific service level.

10.4 When you leave, we will hand over your content, files and reasonable access once all amounts are paid.

11.1 We will provide our services with reasonable care and skill. We will fix defects in our work, where the work does not match the agreed scope, that you report within 30 days of launch or handover, at no cost.

11.2 We do not guarantee that the deliverables will be error-free or uninterrupted, or that they will achieve particular business results such as search rankings, traffic or sales.

11.3 Consumer Guarantees Act: You are acquiring our services for the purposes of a business. To the extent the law allows, you and we agree that the Consumer Guarantees Act 1993 does not apply, and that sections 9 to 13 of the Fair Trading Act 1986 do not apply, under section 43 of the Consumer Guarantees Act and section 5D of the Fair Trading Act. We both agree this is fair and reasonable. If you are acquiring services as a consumer, nothing in these terms limits your rights under those Acts.

12.1 To the extent the law allows, our total liability arising from or in connection with a project is limited to the fees paid to us for that project. For recurring services, it is limited to the fees paid in the previous 12 months.

12.2 We are not liable for any indirect or consequential loss. This includes loss of profit, revenue, data or business opportunity.

12.3 You are responsible for keeping your own backups, except where a care plan expressly includes backups.

13.1 Either party may end a project by giving written notice. You must pay for work done up to the termination date and for any committed third-party costs. The deposit may be applied to these amounts.

13.2 Care plans and hosting may be cancelled with 30 days' written notice, or as stated in the plan.

13.3 Either party may terminate immediately if the other seriously breaches these terms and does not fix the breach within 14 days of notice, or becomes insolvent. If we terminate without cause, we will refund any part of the deposit that is unused for work done.

13.4 Clauses 5, 7.2, 9, 12, 14 and 15 continue to apply after termination.

14.1 Each party will keep the other's confidential information confidential and use it only for the project, unless disclosure is required by law.

14.2 We handle personal information in line with the Privacy Act 2020. Where we process personal information on your behalf, for example in a website or app, you remain responsible for your own privacy obligations and privacy policy.

15.1 Governing law: These terms are governed by New Zealand law, and both parties submit to the jurisdiction of the New Zealand courts.

15.2 The Contract and Commercial Law Act 2017 applies. Nothing in these terms gives a benefit to, or is enforceable by, a third party under Part 2 subtitle 1 of that Act.

15.3 Disputes: we will first try to resolve any dispute in good faith. If that fails within 20 working days, either party may refer it to mediation before going to court.

15.4 We may update these terms for future work. The version that applies to your project is the one attached to the proposal you accepted.

15.5 If any clause is unenforceable, the rest of these terms still apply. If either party does not enforce a right, that does not waive it.