These general term and conditions (“Terms“):
— Apply to all graphic design, website design and build and related work undertaken by E9 Limited (“ E9 “, “we” and “us”) for or at the request of you as itsʼ instructing client (including your agents, employees or contractors, “you”), and any goods supplied to you in connection with that work;
— Are in addition and subject to any other specific terms agreed between us, including as comprised in our quotes or estimates, any exchange of emails or other correspondence between us in respect of a specific instruction or any connected or related series of instructions (such other terms in relation to each specific instruction or series instructions, together, a “Contract “); and
— Are intended to create mutual rights and obligations and a clear, fair framework so as to enable our relationship to proceed smoothly.
a) Constitute acceptance by you of these Terms; and
b) Be on the basis of the Contract for that supply and these Terms.
a) A signed copy of a written agreement, or
b) Any other form of written acceptance or acknowledgement (whether or not signed),
Is physically received by us, or received by us via fax, email or in other digital format. The foregoing shall not limit the ability of E9 to establish evidence of any other form of acceptance by any other lawful means.
a) E9 gives no warranty and accepts no responsibility or liability whatsoever in respect of those goods or services as supplied by that third party;
b) you are solely responsible to that third party for payment for those goods and services; and
c) you hereby authorise E9 to act as your agent to contract the provision of those goods and services as contemplated by the applicable Contract.
a) we have the right to grant the licences in respect of the Deliverables under this agreement to you without violating any rights of any third party;
b) the Deliverables will, in all substantial respects, conform with the Design Specifications, or as otherwise agreed in writing by the parties;
c) we will use reasonable means to ensure the Deliverables comprising a web site do not contain any known virus or computer software code, routines or devices (other than as provided for in the Design Specifications) designed to disable, damage or impair the Deliverables, or other software or data;and
d) any services provided under this agreement shall be performed in a workmanlike manner.
a) any licence granted under or pursuant to that Contract or these Terms will end and you will not be authorised to use the Deliverables after expiry or termination of that Contract;
b) you agree to pay us for any unpaid fees arising from your use of the Deliverables up to the date of termination;
c) you agree to return to us, on our demand, any information to which clause relates which includes, but is not limited to, any manuals, specifications, designs or other information relating to the business of E9, or the services or products provided under these Terms or any Contract;
d) termination of any Contract shall be without prejudice to the rights of any party which have accrued prior to, or which arise in connection with, such termination; and
e) the provisions of these Terms or any Contract intended to apply after termination shall continue to apply
“Additional Services” means any additional services described in the Fees Schedule.
“Client Materials” means any materials provided by you for incorporation in the Deliverables, including, but not limited to, any images, photographs, illustrations, graphics, audio clips, video clips or text and any other materials that are created by E9 specifically and uniquely for you and contained in the final work product delivered to you under these Terms or any Contract, including software, software designs, code, data and technical components, and creative designs, images, artwork and text.
“Change Request” has the meaning in clause 1.5 of these Terms.
“Commencement Date” means the date specified.
“Deliverables” means the products and/or services to be provided to you set out in the applicable Contract
“Design Concept” means the design concept, including any information architecture, design and static web site image designed by E9.
“Design Product” means web ready page/s, print and/or production ready files designed by E9 in accordance with these Terms or any Contract.
“Design Specifications” means the design specifications for the Design Product agreed between the parties. Also known as the design brief.
“Fees Schedule” means the schedule of fees agreed between us in respect of any Contract or series of Contracts, including any fees specified in or calculated by reference to any estimate or quotation from E9.
“GST” means goods and services tax payable under the Goods and Services Tax Act 1985.
“E9 Materials” means any designs, design materials, software, routines, know-how, methodologies, user interface conventions or design patterns, interfaces to third party products and other development and design tools (and all enhancements and derivatives thereto) which E9
(i) developed prior to or otherwise than in the course of any Contract or
(ii) develops during the course of any Contract but which are developed either at E9’s cost or which are not uniquely applicable to the particular specifications, characteristics or functions of the Deliverables.
“Intellectual Property” means, in respect of any person, all intellectual property and industrial property rights and interests (including common law rights and interests) owned or held by that person, or lawfully used by that person, including, without limitation:
(i) patents, trademarks, service marks, copyright, registered designs, trade names, symbols and logos;
(ii) patent applications and applications to register trademarks, service marks and designs;
(iii) all formulae, methods, plans, data, drawings, specifications, characteristics, equipment, designs, inventions, discoveries, improvements, know-how, experience, software products, trade secrets, price lists, castings, brochures and other information used by that person.
“Payment Terms” means the payment terms set out in the Fees Schedule.
“Related Companies” means the related companies of E9 within the meaning of section 2(3) of the Companies Act 1993.
“Services” shall mean all services provided by E9 to you and shall include, without limitation, the provision of all graphic design, magazine and web design, communication services and supplies, all charges for labour and work, hire charges, insurance charges, or any fee or charge associated with the supply of services by E9 to you.
“Scripts” means any content management software provided by E9 under this agreement (where applicable), and includes any enhancement, modification, correction or upgrade relating to the software.
“Scripts User Manual” means any documentation provided by us, which contains instructions on the use of Scripts.