INTRODUCTION 
1.1 “We” are the supplier: Ampersand Creative Limited.
1.2 Once you accept our quote, these Terms of Trade apply to all services that we provide to you anytime, whether now or in the future.
1.3 These Terms always apply except when we have expressly notified you otherwise in writing.
1.4 There is no need for you to sign these general terms in order to accept them. You will be deemed to have accepted them by instructing and/or engaging Ampersand Creative to provide the Services.
1.5 If you do not agree to these Terms of Trade please contact us. 
SERVICES 
2.1 We may provide you with the following services: Brand Development, Graphic Design, Marketing, Project Management. a. We will agree with you a Project Brief for any proposed project. b. You agree to ensure that all information and resources are made available in a timely manner so as to enable us to fulfil our obligations under the Project Brief. c. We will use reasonable endeavours to deliver our services to you in accordance with the Project Brief. d. The Project Brief is based on the information that you provide us. Therefore, you must ensure that you fully brief us on all matters. If you do not, the agreed cost of the Project Brief may change (see clause 3.1) e. The time agreed for delivery shall not be an essential term of this contract unless the client gives written notice to Ampersand Creative making time of the essence. 
PROJECT CHANGES 
3.1 Sometimes projects require changes which were not factored at the outset or you may request changes to the design or development of your Project. If this occurs both parties will be required to agree upon a written variation (including, if necessary, a price variation)
3.2 Any changes required will become part of the Project Brief for that project.
3.3 If we cannot agree on a variation (including the price of the variation), the services will continue in accordance with the Project Brief. 
ASSURANCE 
4.1 We assure that we will provide all of our services with care and skill that can be expected from a professional design agency.
4.2 Note that this assurance does not extend to any deviations caused by your negligence, misuse, alterations or modifications made by you that we have not agreed in writing.
4.3 You agree that to the extent that the Services are purchased by you for the purpose of your business, the provisions of the Consumer Guarantees Act 1993 do not apply. 
INTELLECTUAL PROPERTY 
5.1 Unless otherwise agreed in writing: (a) Notwithstanding that you may have commissioned us to design or otherwise create concepts for you, we retain the right to use any design, concept, idea, expression of an idea or other form of intellectual property that might exist within our Services for all purposes in all jurisdictions. (b) Provided you meet your payment obligations for the Design, Consulting and Marketing, you are granted all Intellectual Property rights (including copyright) in the Content Materials provided as part of the Content Service. 
LIABILITY 
6.1 We do regular backups of our all our files, however upon completion of work, it is your responsibility to ensure copies & backups of any files have been made.
6.2 The customer agrees that Ampersand Creative is providing the Services in compliance with the customer’s instructions. The customer expressly agrees and acknowledges that the Company shall not be liable for any loss, damage or otherwise caused to the customer or to any third party as a result of carrying out the customer’s instructions.
6.3 Any advice, recommendation, information, assistance or service (“Customer Information”) provided by the Ampersand Creative is given in good faith and is believed to be appropriate and reliable. Any Customer Information provided and any statements or representations made by the Ampersand Creative in relation to the Services is made without liability or responsibility on the part of the Company and this provision precludes any court from enquiring or determining the questions referred to in Section 4 of the Contractual Remedies Act 1979.
6.4 On occasion we may not be able to fulfil our responsibilities through no fault of our own. Therefore, we are not responsible for any failure or delay to perform our obligations due to events beyond our reasonable control or failure by you to perform any of your responsibilities under this agreement.
6.5 The Customer acknowledges that all statutory and common law warranties and/or guarantees including, but not limited to, those contained in the Sale of Goods Act 1908, are to the maximum extent permitted by law, excluded and that Ampersand Creative shall have no liability whatsoever to the Customer thereunder. 
PAYMENT 
7.1 The following payment terms apply to all work agreed to under the Project Brief: a. Unless otherwise agreed all invoices are payable on the 20th of the month following the invoice date. b. The prices in the quotation are in NZD and exclude GST. (Unless otherwise indicated).
7.2 If you do not pay us on time, we may charge you interest at 5% calculated monthly.
7.3 If we have to use a third party such as a debt collector to collect any money owing by you, all collection costs will be included.
7.4 Where the duration of a project goes over a month, a progress invoice may be sent at the end of the month for work completed to date.
7.5 We reserve the right to cease work on a partially completed project until invoiced progress payments have been made. 
CONFIDENTIALITY 
8.1 Each party will keep all information about the Project Brief, our Services (where applicable) and other information that is confidential to the other party (“Confidential Information”) confidential and will not disclose this information to a third party without the consent of the other party. 8.2 Unless we agree in writing, we will each use any Confidential Information belonging to the other party only for the purposes of fulfilling our obligations to each other under the Project Brief and as permitted in these Terms. 
CANCELLATION 
9.1 If you cancel a project prior to completion, you are obligated to pay us for all work completed on the project prior to cancellation.
9.2 We may terminate the Project Brief by providing written notice if the other party has either: a. been placed in receivership or liquidation or entered into a composition with its creditors or become insolvent or bankrupt b. breached a term of the Project Brief, these Terms and failed to remedy such a breach after being given written notice allowing at least 30 days to remedy the breach.
9.3 We may delete all your data at the time that you cancel your services with us. 
MARKETING 
10.1 You agree that we may include any work we develop for you (that is not commercially sensitive and in the public domain) in our marketing materials (such as our website).

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