Terms of Service

1.1 If applicable, capitalized terms have the meaning given in this Agreement.

1.2 “Supplier,” “we,” or “us” means Ideas to Design & Development Limited trading as i2D (successors and assigns).

1.3 “Client,” “you,” or “your” means the Client purchasing Services or any authorized representative.

1.4 “Services” encompasses all Incidental Items including printed/virtual materials, designs, images, software, applications, website development, graphic design, consultancy, marketing assessment, brand development, videography, and photography.

1.5 “Incidental Items” means goods, documents, or materials supplied incidentally in providing Services.

1.6 “Price” means the Price of the Services per clause 6.

1.7 “Agreement” means these terms and conditions as amended, including privacy policy and applicable SLAs.

1.8 “Amounts Owing” includes the Price, interest, liability, and enforcement expenses.

1.9 “Business Day” means Monday to Friday, excluding NZ public holidays.

1.10 “Confidential Information” means information reasonably regarded as confidential, excluding publicly available information, pre-existing knowledge, or independently developed material.

1.11 “Event of Default” means failure to comply with this Agreement.

1.12 “Insolvency Event” includes bankruptcy, appointment of administrators, winding up proceedings, or inability to pay debts.

1.13 “Cookies” are small files storing data specific to a Client and Website.

1.14 “Prohibited Content” means content breaching the Broadcasting Act 1989, Consumer Guarantees Act, Fair Trading Act, or containing misrepresentations or intellectual property infringements.

1.15 “Website” means an internet location providing multimedia content.

1.16 “SLA” means Service Level Agreement detailing maintenance/repair services and timeframes.

1.17 “SMP” means Social Media Platforms like Facebook, Twitter, or LinkedIn.

1.18 “Fixed Term” means ongoing Services per the SLA with initial term specified.

1.19 “Personnel” means directors, officers, employees, agents, and contractors.

1.20 “FTA” means Fair Trading Act 1986.

1.21 “CGA” means Consumer Guarantees Act 1993.

1.22 “CCLA” means Contract and Commercial Law Act 2017.

1.23 “PPSA” means Personal Property Securities Act 1999.

1.24 “Security Agreement” and “Security Interest” have meanings from PPSA Part 2, sections 16–17.

1.25 “Regulator” means any authority with regulatory/supervisory jurisdiction.

1.26 “Related Company” has meaning from Companies Act 1993, Part 1, section 2(3).

2.1 In this Agreement:

(a) Headings are for convenience only and don’t affect interpretation.

(b) References to legislation include all regulations, orders, codes, guidelines, and determinations, plus modifications, consolidations, amendments, re-enactments, replacements, or codifications.

(c) “In writing” includes email.

(d) “Include” or “including” are construed without limitation.

(e) References to a party include successors, permitted assigns, and substitutes.

(f) Singular words include plural and vice versa.

3.1 All orders are subject to acceptance; we may accept orders wholly or partially by issuing invoices, delivering Services, or confirming in writing.

3.2 We have no obligation to inquire about authority of persons placing orders.

3.3 Placing an order or accepting Services constitutes acceptance of this Agreement and immediate binding commitment (jointly and severally if applicable to trusts).

3.4 Acceptance continues to future orders, purchases, or schedules; this Agreement is incorporated into and forms part of each.

3.5 Both parties accept electronic signatures compliant with CCLA Part 4, subpart 3.

3.6 This Agreement may only be amended with written consent and supersedes other documents or agreements.

4.1 Third parties introduced as authorized representatives have full authority to order Services until completion or written notice of termination.

4.2 You remain solely liable for expenses from Services requested by your representative.

4.3 Limited authority requires written notice specifying parameters.

5.1 You must provide fourteen (14) days’ prior written notice of changes to name, ownership, address, email, contact phone, or business structure.

5.2 Failure to comply constitutes breach; you’re liable for resulting expenses or profit loss.

6.1 You pay the quoted Price plus Goods and Services Tax (GST).

6.2 Price is indicated on invoices, current price lists, SLA agreements, or binding quotations accepted within thirty (30) days.

6.3 If Price isn’t documented, it’s our standard rate or notified rate.

6.4 Payment due dates determined by us:

(a) On or before delivery.

(b) By installments/progress payments:

• Website development: 50% deposit upon quotation acceptance
• 20% at regular intervals for month-plus projects
• Outstanding balance due upon completion

(c) Twenty (20) days following month-end of invoice/statement.

(d) Seven (7) days following invoice date if no notice otherwise.

6.5 Direct debit arrangements:

(a) Non-business day deductions debited next business day.

(b) Thirty (30) days’ notice for arrangement changes.

(c) Options include deferring, stopping, suspending, or canceling direct debits.

6.6 We allocate payments toward chosen invoices; on default, we may re-allocate to preserve Security Interests.

6.7 Reimbursement for subcontractor accounts due within seven (7) days unless otherwise agreed.

6.8 We may alter price lists; changes apply to orders accepted after specified date.

6.9 Payment by cash, electronic/online banking, or agreed methods.

6.10 Non-cash payments aren’t final; ownership remains ours until cleared.

6.11 We may require 50% deposit or guarantee for Amounts Owing.

6.12 You cannot withhold payment for disputed Services; pay full amounts except disputed portions and provide written explanation within seven (7) days.

6.13 Insolvency Events trigger immediate payment of all Amounts Owing.

7.1 We reserve right to vary Price for:

(a) Variations to plans or specifications.

(b) Inaccurate information.

(c) Cost increases beyond reasonable control (materials, labour, currency, taxes, insurance).

7.2 Variations detailed in writing on invoices; you respond within seven (7) days or costs are added.

7.3 Extra work from variations to original instructions or poorly prepared documents charged as variations.

7.4 Tabulated work or foreign language not originally submitted charged as additional.

7.5 Photography, art direction, media searches, conversion, and data entry charged as additional expenses.

7.6 Price adjusted for extra costs from your instructions or actions/inactions.

7.7 You pay for variations between estimated and actual quantities supplied.

8.1 All reasonably incurred expenses (travel, accommodation, communications, couriers) reimbursed at cost plus GST and administration fee reflecting time involved, unless expressly non-reimbursable in quotation.

9.1 Services delivered when supplied to you at agreed location or nominated SMP.

9.2 Services based on your specifications/instructions; you ensure detailed sufficiency. Our quotation interprets these correctly. We’re not liable for Services contrary to your intention or errors from insufficient information. Additional remediation costs may apply.

9.3 Estimated delivery times are estimates only; we’re not liable for delays under fourteen (14) days or delays beyond our control. Cancellation not available for such delays.

9.4 Incidental Items delivery occurs at nominated address; risk passes to you at delivery; you must insure items.

9.5 Incidental Items delivered in separate instalments invoiced individually.

10.1 You warrant all supplied content/materials:

(a) Is true and correct.

(b) Contains no Prohibited Content.

(c) Is non-political, non-religious, suitable for all ages.

(d) Is not defamatory, indecent, or obscene.

(e) Complies with laws, regulations, codes, guidelines, and advertising standards (including ASA codes).

(f) Doesn’t infringe copyright, trademarks, or legal rights; doesn’t use names/images without consent.

(g) Doesn’t cause third-party action against us.

(h) Isn’t false, misleading, or in breach of FTA, CGA, or applicable legislation.

(i) Is in agreed form delivered by agreed date.

Failure prevents us from providing timely Services without liability.

10.2 You provide data in formats:

(a) Text: electronic format (.txt), Pages, or Word (.docx) via USB or email.

(b) Images: suitable quality format via USB or email without requiring processing.

10.3 You’re responsible for accurate plans, specifications, and technical information; we rely on your accuracy.

10.4 We’re not responsible for errors from inaccurate plans or technical information.

11.1 We have no liability for errors/omissions from inadvertent mistakes or documentation, unless attributable to negligence or willful misconduct.

11.2 Non-negligent errors don’t affect Agreement obligations.

12.1 Report alleged faults, defects, shortages, errors, or non-compliance as soon as possible; allow inspection within reasonable time. Failure to report presumed acceptance.

12.2 For agreed defective Services, our liability limited to rectifying or re-providing Services (if clause 6 complied with).

13.1 Fixed Term Price remains fixed for twelve (12) months from acceptance, then subject to revision.

13.2 Fixed Terms revert to monthly rollover automatically upon completion unless agreed otherwise, continuing until either party gives thirty (30) days’ written notice.

13.3 Failure to maintain SLA fees allows us to suspend Services.

14.1 To extent permitted by law, no warranty given regarding quality/suitability; implied warranty expressly excluded. We’re not responsible for loss/damage to or caused by Services.

14.2 For non-manufactured items, warranty is the manufacturer’s current warranty only.

14.3 We don’t accept Incidental Item returns for credit unless agreed in writing.

14.4 Custom website builds include thirty (30)-day post-launch warranty covering bugs logged with Project Manager. Warranty voided for major changes or work completed by other agencies.

15.1 You authorize us and agents to collect, use, retain, and disclose personal information for:

(a) Exercising rights/performing obligations.

(b) Credit reporting and debt collection (including Event of Default and repayment history).

(c) Registering Security Interests.

(d) Direct marketing (unless you opt out).

(e) Transfer to Related Companies for obligation performance.

15.2 Clause 15.1 constitutes authority/consent per Privacy Act 2020 Part 3 and relevant sections.

15.3 You (if individual) have access/correction rights under information privacy principles 6–7 and relevant sections. Third-party information provision confirms you’re authorized and have informed them of access/correction rights.

15.4 Data sharing requires separate data protection agreement.

15.5 Failure to provide requested personal information may prevent Agreement performance.

16.1 Each party keeps Confidential Information confidential, except disclosures:

(a) Expressly provided in Agreement.

(b) Required by law/Regulator (to necessary extent).

(c) Reasonably required for obligation performance/rights enforcement.

16.2 We may disclose to Related Companies/Personnel on need-to-know basis under confidentiality duty.

17.1 Copyright in all Incidental Items/Services (including plans, specifications, technical information) vests in us, including new intellectual property created from our Incidental Items/Services.

17.2 If intellectual property rights vest in you, you assign them to us with creation effect and perform all reasonable acts for assignment.

17.3 You warrant use of your supplied plans/specifications won’t infringe others’ intellectual property and indemnify us against infringement expenses/losses (including full legal costs on solicitor-client basis).

18.1 Nothing affects rights as a “consumer” under CGA.

18.2 If acquiring Incidental Items/Services in trade, you:

(a) Contract out of CGA to maximum permitted extent.

(b) Acknowledge fair/reasonable contracting out.

18.3 If resupplying in trade, you undertake to:

(a) Contract out of CGA maximally in customer contracts.

(b) Procure downstream contracting out throughout distribution.

18.4 If acquiring in trade, you:

(a) Contract out of FTA sections 9, 12A, 13 to maximum extent.

(b) Acknowledge fair/reasonable contracting out.

18.5 You indemnify us against breach expenses/losses.

19.1 Cancellation makes you liable for all prior Amounts Owing and cancellation expenses (direct/indirect).

19.2 We may cancel unperformed orders, making all Amounts Owing immediately due if:

(a) Payment overdue or you appear unable to meet payments.

(b) Insolvency Event occurs (bankruptcy, creditor meetings, receivers/liquidators appointed).

19.3 Specification-made or non-stock items can’t be canceled once production commences.

20.1 Event of Default requires you reimburse recovery fees/expenses (administration, debt collection, full legal costs on solicitor-client basis).

20.2 Unless waived in writing, we charge 2.5% monthly interest on outstanding amounts from due date, compounding monthly.

21.1 Ownership of Incidental Items/Services remains ours until:

(a) All Amounts Owing received.

(b) All obligations performed.

21.2 Additionally:

(a) You’re bailee of Incidental Items; return immediately upon request.

(b) You hold insurance for Incidental Items in trust for us; pay claim proceeds.

(c) You can’t charge, encumber, or give interest while our property.

(d) You irrevocably authorize us to enter premises and recover Incidental Items.

21.3 Overdue Amounts/Insolvency Events authorize reasonable force entry. We’re not liable for damages/expenses except from negligence/fraud; you indemnify us.

21.4 Resale/use before ownership transfer means proceeds held in trust for us to extent of Amounts Owing.

21.5 Damaged items (pre-full-payment) allow us to:

(a) Receive insurance proceeds.

(b) Supply Agreement as binding evidence for direct insurance company dealing.

21.6 We may recover Services Price despite non-transferred ownership.

22.1 You charge all right, title, and interest in land, real estate, or chargeable assets (now/future) to secure performance/full Amounts Owing payment.

22.2 You irrevocably appoint our directors as attorneys to perform necessary enforcement acts (including signing documents).

22.3 You’re liable for all disbursements/expenses (including full legal costs).

22.4 Per CCLA Part 5, subpart 5, we hold work lien and may sell at public auction unclaimed property if Amounts Owing outstanding.

22.5 Fair/reasonable contracting out acknowledged.

23.1 You acknowledge:

(a) This Agreement constitutes Security Agreement creating Security Interest in Incidental Items/Services or proceeds.

(b) Security Interest secures all present/after-acquired Amounts Owing payment.

23.2 You’ll sign required documentation/provide information for payment security and interest protection, including registration.

23.3 To maximum permitted extent, we contract out of:

(a) PPSA sections 114(1)(a), 133, 134.

(b) Your PPSA sections 107(2)(a), (c)–(i) rights.

23.4 You waive section 148 verification statement rights.

23.5 Agreement construction doesn’t affect:

(a) Security Interest attachment timing per PPSA Part 3, section 40(1).

(b) Perfection per PPSA Part 3, section 41(1).

(c) After-acquired property attachment per PPSA Part 4, section 44(1).

(d) Proceeds extension per PPSA Part 4, section 45(1).

23.6 Security Interest is continuing despite payments/account settlements.

23.7 You provide requested financial information/documentation.

23.8 Unsatisfactory financial status allows us to require additional Security Interest(s) and suspend/cancel supply until provided.

23.9 You unconditionally ratify all actions under clause 23.

24.1 We maintain insurance for Services until completion; risk then passes to you.

24.2 You’re responsible for final proofreading/revision of proposed Services/SMP media before posting. We’re not liable for uncorrected errors.

24.3 Provided advice/recommendations are good faith based on your information and our knowledge/experience. We make best-effort solutions (per clause 18); human error possible.

24.4 Unless otherwise agreed, you bear font, colour proof, artwork costs.

24.5 Third-party services incorporation means you accept their supply conditions and set up/registrations. You bear full costs.

24.6 Proofreading comments provided in one complete brief, not multiple notifications. Extended modifications charged hourly.

24.7 Necessary video, photograph, artwork changes invoiced as variations.

24.8 Expected outcomes (sales, market share increases) are speculative, not guaranteed. Your changes without discussion may negatively affect results.

24.9 We may refuse Services, decline content, or withdraw advertisements (unlawful, offensive, Prohibited Content, inappropriate). Not liable.

24.10 You indemnify us, employees, agents, affiliates against claims/losses from Website production, publication, Services failure, or cancellation (including breach consequences).

24.11 Digital display technical difficulties may prevent Services provision; you indemnify us for resulting costs/losses.

24.12 You accept we’re only responsible for provided/replaced Incidental Items/Services, not third-party previous Services or subsequent loss/damage.

24.13 Items left for collection/unattended delivery are your sole risk.

25.1 Each party complies with Health and Safety at Work Act 2015, Part 2 health/safety duties, and applicable standards/codes. Each complies with other party’s pre-notified reasonable health/safety policies on premises.

25.2 You notify us of known hazards and notifiable injuries/illnesses/incidents per HSW Act Part 1, subpart 3.

25.3 Each party consults, cooperates, and coordinates with all health/safety duty holders regarding Incidental Items/Services provision.

26.1 Our responsibilities:

(a) Upon quotation acceptance, we’ll use best endeavours to develop Website per instructions/specifications (including development stages) and, to specified extent, negotiate/procure third-party agreements.

(b) Website development based on current technology; we can’t guarantee feature/content correct display or uniform visual experience.

(c) Upon full payment receipt, we provide final Website backup/data and ensure live, internet-visible Website.

(d) We advise of third-party software/platforms/SMPs recommended; we assist account setup with your details/billing.

(e) Non-developed software/components retain original licenses/terms.

26.2 Your responsibilities:

(a) Provide necessary information/assistance (computer system access, hosting accounts, disk space, databases, applications).

(b) Don’t delay development stage approval beyond seven (7) days (time essential) unless written agreement. Delays allow holding fee charging at our determination.

(c) Supply computer system access/usernames/passwords for site/data removal.

(d) Ensure specific mobile browser requirements in brief; unless specified, browser/technology choice is our discretion. Additional Services for specific requirements are variations, requiring approval before proceeding.

(e) We’re not liable for third-party product/service deficiencies in Website creation.

(f) Where you chose i2D hosting at proposal sign-off, we upload website files. Otherwise, we provide zip files to your hosting provider.

26.3 Domain registration:

(a) We can’t guarantee domain availability/successful registration.

(b) We’re not responsible for renewal unless specifically requested.

(c) You comply with all domain registration terms/conditions.

26.4 Your property/materials:

(a) Graphic files in editable digital format; photographs in high-resolution digital form. Stock photograph suggestions available.

(b) Materials left without specific instructions we freely dispose of, retaining proceeds to cover costs.

(c) We accept no responsibility for defective work from materials/equipment defects/unsuitability.

26.5 Maintenance:

(a) We provide maintenance per SLA terms.

(b) You procure necessary authorizations/licenses/consents for Website access.

(c) Your Website updates/edits/alterations repair time treated as additional Services.

26.6 Public access:

(a) Website information is internet-accessible. We don’t limit access or protect from copyright infringement/wrongful activity unless requested.

(b) You assume full Website responsibility and solely evaluate accuracy/completeness/usefulness of opinions/advice/services/information.

27.1 You agree:

(a) SMP posting availability may be unavailable due to scheduled maintenance/upgrades.

(b) Electronic distribution has inherent hazards; we can’t warrant against delays/information errors.

(c) All SMPs are subject to third-party provider conditions; you must be familiar with them.

(d) In using your SMP, we act as agent; SMP liability is your responsibility.

(e) Technology/internet use/SMP patterns/policy changes may necessitate proposal/Services recommendations; we communicate changes before implementing.

27.2 SMP display doesn’t guarantee Services availability; orders via Website are subject to your confirmation/acceptance.

27.3 You acknowledge we’re not liable for:

(a) Anything SMP/Services-related.

(b) Supplied content breaching legislation/regulations unless from our negligence.

27.4 We’re not liable for SMP communication deficiencies from:

(a) Your incorrect information.

(b) Your failure providing relevant information.

(c) Third-party product/service use in SMP communication.

27.5 We (including directors, agents, employees) aren’t liable for loss/damage (direct/indirect) from Services provision.

27.6 Media releases/public announcements coordinated/jointly approved before release.

27.7 We’re not liable for releases once your approved information is submitted.

28.1 We conduct text plagiarism checks but aren’t liable for use losses/damages/costs.

28.2 Blog content errors requiring removal may:

(a) Affect other campaigns (including paid traffic campaigns linked to posts).

(b) Cause downtime during error remediation.

28.3 Our writer errors corrected at no extra cost; errors don’t constitute Agreement breach.

28.4 You acknowledge we incur expenses/use expertise/intellectual property creating marketing campaigns via Google AdWords.

28.5 Pausing campaigns set up/managed by us means you continue paying our monthly management fee.

29.1 Using knowledge/experience for best results, we guarantee no quality visitors, position/page rank, visit volume, or sales increase effectiveness.

29.2 Periodic reporting sent to nominated email at our discretion.

29.3 Search engine policy/system changes mean we’re not liable for fluctuations/removals/listing changes.

30.1 Additionally, you agree to:

(a) Provide content (data, logos, designs, graphics) within five (5) days of request.

(b) Provide information/ideas/suggestions for Services development.

(c) Ensure supplied content lacks Prohibited Content, links to Prohibited Content sites, or viruses/malware/cancelbots/interference-capable software.

30.2 You’re responsible for third-party general advertising, social media advertising, lead generation payment costs. Budget consultation occurs between parties.

31.1 During Agreement term and six (6) months after termination, you won’t:

(a) Encourage contractor/employee/consultant contract termination or utilize our employees (other than through us).

(b) Acknowledge restraints are fair/reasonable for goodwill/business preservation.

31.2 Clause 31.1 breach requires 15% annual salary placement fee payment (you expressly consent pre-appointment). This applies if you engage our employees through labour-hire/third parties.

32.1 We may recommend third-party consultants for your engagement at your expense. We don’t warrant consultant accuracy/quality, appropriateness/adequacy of recommendations, or non-negligent provision. You won’t demand/commence proceedings against us; we’re not liable for consultant Services.

33.1 We accept no liability for defects/errors/omissions in approved Services. We’re not responsible for post-proofreading errors (no refund/credit).

33.2 No agents/representatives are authorized to make unauthorized representations/statements/conditions/agreements beyond written manager approval.

33.3 To maximum permitted extent, we’re not liable for direct/indirect expenses/profit loss from Agreement breach (including unintentional misrepresentation).

33.4 To maximum permitted extent, our liability doesn’t exceed Services Price.

33.5 To maximum permitted extent, total liability is limited to:

(a) Incidental Items: replacement, repair, or replacement/repair expense payment.

(b) Services: re-supply or re-supply expense payment.

33.6 If notwithstanding clause 32, we have liability, to maximum permitted extent:

(a) Total aggregate liability is limited to lesser of: Price paid for applicable Incidental Items/Services or actual loss/damage suffered.

(b) We’re not liable for indirect, special, consequential loss; profit, revenue, data, goodwill, customer, opportunity, reputation loss/damage.

33.7 Liability limitations apply irrespective of legal basis (contract, equity, tort, statute) except negligence/fraud.

33.8 We’re not liable for:

(a) Third-party acts/omissions.

(b) Acts/omissions per your instructions.

(c) Any third party.

34.1 This Agreement is governed by New Zealand law; exclusive NZ court jurisdiction applies.

34.2 This Agreement constitutes entire agreement and supersedes previous agreements/representations/understandings.

34.3 Priority order: Agreement, all schedules, privacy/data agreements (with (a) highest priority).

34.4 We may subcontract obligations (including Related Companies) while remaining solely liable.

34.5 You can’t assign/novate/transfer rights/obligations without written consent (discretionary). We may assign to anyone and may assign all/part of Amounts Owing.

34.6 Amendments require written, signed agreement, except where law requires changes (we notify; you’re bound).

34.7 Notices in writing by personal delivery, pre-paid post, or email to relevant addresses. Deemed received: personally delivered (receipt), posted (fifth Business Day after/seventh if international), emailed (sent time per sender’s history). Post-5pm Business Day notices deemed next Business Day received.

34.8 We’re not liable for non-performance from events beyond reasonable control (strikes, lockouts, labour disputes, transit delays, embargoes, epidemics, pandemics, accidents, emergencies, government orders, force majeure).

34.9 Illegal/unenforceable parts are amended to permitted extent; if unamendable, severed with remaining rights continuing.

34.10 Single/partial waiver doesn’t prevent other exercise or other right exercise.

34.11 Either party terminates immediately by written notice if the other breaches non-remediable terms or, for remediable breaches, fails remedying within twenty (20) Business Days of written notice.

34.12 Continuing obligation rights/obligations survive termination.

34.13 Agreement doesn’t benefit any non-party persons.

34.14 We provide Incidental Items/Services as independent contractor; nothing creates partnership/joint venture/employment.

34.15 Agreement is non-exclusive; no restrictions on providing Incidental Items/Services to others.

34.16 Agreement may be executed in multiple counterparts (electronic signature/pdf email) constituting one instrument.