TERMS AND CONDITIONS

Terms and Conditions for Concrete Creative Limited.

Please read the following Terms and Conditions carefully before using or purchasing services and goods supplied by Concrete Creative Limited ("Concrete", "we", "us"). By trading with Concrete Creative Limited you agree to these published Terms and Conditions and all applicable laws.

1. Payment

Unless otherwise agreed in writing you must pay for:

a. All goods at the time of delivery, and any deposit required must be paid at the time of signing a job request or accepting a proposal.

b. Services provided to the client by Concrete Creative Limited within 14 days of the date of the invoice relating to those services.

c. Payment by the 20th of the month following the date of invoice is available by prior written arrangement only. Where no such arrangement exists, the 14-day term in clause 1(b) applies.

1.1 All prices quoted are exclusive of GST unless expressly stated otherwise. GST will be added to all invoices at the prevailing rate.

1.2 The client shall reimburse Concrete Creative Limited for all job-related costs ("job-related costs" means the costs, disbursements and expenses incurred by Concrete Creative Limited on the client's behalf in providing brand, communications, design and development services to the client as detailed on any invoice). Where Concrete Creative Limited makes payment to others on behalf of the client, Concrete Creative Limited may add a service charge, determined at Concrete Creative Limited's absolute discretion, to its invoiced costs. Disbursements (including but not limited to printing, couriers, stock imagery, font licences, and third-party platform or plugin fees) are estimates and may vary during the course of the project. These will be passed on as incurred.

1.3 If full payment for the goods or services is not made by the due date, then without prejudice to any other remedies available to us:

a. We may cancel or withhold supply of further goods or services, including suspending access to any website, staging environment or digital deliverable, until payment is received in full; and/or

b. Interest on overdue amounts shall accrue daily at the rate of 2% per calendar month, calculated from the due date until payment is received in full, and interest shall continue to accrue both before and after judgment. You shall be responsible for all costs incurred by anyone (including agents) in recovering the money you owe or in exercising any other rights, including commissions and legal costs on a solicitor and client basis.

1.4 We shall have a full right of set-off with respect to amounts owed by you to us under these terms, in relation to any monies owing by us or any of our related companies to you howsoever arising. Your obligation under these terms shall be to pay the full amount owing under these terms free of all deductions or rights of set-off.

2. Quotations and estimates

2.1 Prices are valid for 21 days from the date of the quotation. Any increases in price from our suppliers will be automatically passed on and, if requested, will be justified and proven. For this reason, unless otherwise arranged, prices charged are those ruling at the date of dispatch. Quotations are based on written or oral instructions from the client. All copy should be supplied in final electronic form. We shall not be held responsible for errors or omissions arising from an oversight or misinterpretation of a client's verbal instructions. Our quotations allow for two sets of changes within the stated project specifications. Structural, functional, or design changes requested after a specific milestone approval (such as wireframe or design sign-off) fall outside the standard scope. Additional sets of changes, and variations to the original project specifications, will be charged at our current hourly rates.

2.2 Statements of fees and job-related costs that are estimates and not firm quotations are liable to alteration. Any change to the job specifications by the client may change the estimate of the fees and job-related costs.

3. Client content, materials and delays

3.1 The client is responsible for supplying all content, copy, images, brand assets, product data, credentials and approvals required for a project, in the format and by the dates reasonably requested by Concrete Creative Limited.

3.2 Any material supplied by the client shall be supplied in a compatible format as specified by us. Any costs incurred in altering or bringing this material to a compatible standard will be passed on to the client. We are not liable for any substandard work resulting from unsuitable supplied material.

3.3 Where a project is delayed by the client's failure to supply content, feedback or approvals within 14 days of a request, Concrete Creative Limited may invoice for all work completed to date and reschedule the remaining work around other commitments. A reasonable fee may be charged to recommence work on a project that has been inactive for more than 30 days.

3.4 All client property and material supplied to Concrete Creative Limited is held at the client's risk, and Concrete Creative Limited accepts no responsibility for the insurance of such property or material.

4. Proofing and approval

4.1 Clients are advised to carefully check all proofs, whether hard copy, electronic proof (eproof), or a staging/preview version of a website. Please check all copy, spelling, layout, links and functionality carefully. Proofs are intended for checking only and are not indicative of the final quality or colour of printed work, or of the performance of a website across every device and browser.

4.2 All care is taken to avoid mistakes; however, we accept no liability for factual errors, typographical errors, misrepresentations or other mistakes that have been signed off by the client. No responsibility will be taken for errors not noted at proof stage.

4.3 A written reply of "approved" (including by email) in response to an eproof or staging link will be accepted as the client's sign-off. For website projects, approval of the staging or preview site constitutes approval to launch.

4.4 All client-requested alterations or additions after the second proof will be charged as extras at our current hourly rates.

5. Urgent work

Where the client requires goods or services on an urgent basis, including where Concrete Creative Limited is unable to correct or change design, copy or code because of an urgent deadline, Concrete Creative Limited will not be liable for any losses or damages arising out of the inability to correct or change such goods or services.

6. Third-party platforms and services

6.1 Concrete Creative Limited builds and maintains websites and digital products on third-party platforms and services, including but not limited to Squarespace, Webflow, Shopify, Acuity Scheduling, payment gateways, hosting providers, and third-party plugins, integrations, templates and APIs ("Third-Party Services").

6.2 Third-Party Services are provided by their respective owners under their own terms of service, which the client accepts by using them. Concrete Creative Limited is not liable for any loss or damage arising from the acts, omissions, outages, errors, security incidents, feature changes, pricing changes, or discontinuation of any Third-Party Service.

6.3 Subscription, licence, hosting, domain and transaction fees for Third-Party Services are the client's responsibility, whether paid directly by the client or invoiced by Concrete Creative Limited as a disbursement.

6.4 Where a change to a Third-Party Service requires rework to a completed or launched project, that rework will be charged at our current hourly rates unless otherwise agreed.

7. Hosting, domains and accounts

7.1 Unless otherwise agreed in writing, platform accounts, hosting subscriptions and domain name registrations should be held in the client's own name, with Concrete Creative Limited granted administrator or contributor access as required. Where any such account or registration is held by Concrete Creative Limited on the client's behalf, it is held as a convenience only, and the client remains responsible for all associated fees and renewals.

7.2 The client is responsible for keeping their own account credentials secure. Concrete Creative Limited is not liable for any loss arising from the client sharing, losing or failing to secure credentials.

7.3 On termination of the relationship, and subject to payment of all outstanding invoices, Concrete Creative Limited will take reasonable steps to transfer any accounts or registrations held on the client's behalf and to hand over administrative access.

8. Website launch and defect period

8.1 Following the launch of a website, Concrete Creative Limited will correct at no charge any defects in its own work — meaning functionality that materially fails to perform as specified in the approved proposal — that are notified in writing within 30 days of launch.

8.2 The defect period does not cover: content changes; new features or design changes; issues caused by the client or third parties editing the site; changes or faults in Third-Party Services; or browser, device or operating system updates released after launch. Such work will be quoted or charged at our current hourly rates.

8.3 Websites are tested on current versions of major browsers and common device sizes at the time of launch. Concrete Creative Limited does not warrant that a website will display or function identically on every browser, device or screen size, or that it will remain compatible with future browser or platform updates.

8.4 Concrete Creative Limited makes no guarantee of search engine ranking, traffic, conversion rates, uptime or accessibility compliance unless expressly agreed in writing.

9. Ongoing maintenance and support

9.1 Any ongoing maintenance, support or retainer arrangement will be as described in the relevant proposal or written arrangement. Unless expressly agreed in writing, Concrete Creative Limited provides no guaranteed response times or service levels.

9.2 Work outside the agreed maintenance scope will be quoted or charged at our current hourly rates.

9.3 Either party may end an ongoing maintenance or retainer arrangement by giving one month's written notice, without affecting the client's obligation to pay for work performed up to the end of the notice period.

10. Data, backups and security

10.1 Concrete Creative Limited takes reasonable care in handling client websites and data but does not provide a backup or disaster-recovery service unless expressly agreed in writing. Following handover or launch, responsibility for content, data and backups rests with the client and the relevant platform provider.

10.2 Concrete Creative Limited is not liable for any loss of data, content or revenue arising from platform failures, security incidents, hacking, malware, or the actions of the client or third parties.

11. Confidentiality

The client must advise Concrete Creative Limited whether material or information communicated to Concrete Creative Limited for the purposes of fulfilling service requirements is confidential. Concrete Creative Limited must keep any such confidential material or information confidential, except where it is reasonably necessary to do otherwise to enable Concrete Creative Limited to carry out its obligations or exercise any of its rights, including in relation to any payment invoice.

12. Privacy

Concrete Creative Limited collects and handles personal information in accordance with the Privacy Act 2020 and its Privacy Policy, available at concretenz.co.nz/privacy-policy. Where the client supplies personal information about third parties (including end users of a client website), the client warrants that it is entitled to do so and is responsible for its own compliance with the Privacy Act 2020 in respect of that information.

13. Intellectual property and ownership of work

13.1 All preparation materials, sketches, visuals, code and electronic files used to create a project remain the property of Concrete Creative Limited until final approval has been given and all outstanding invoices have been paid in accordance with these terms. Upon final approval and receipt of full and final payment, ownership of the final approved deliverables as specified in the proposal will pass to the client.

13.2 The transfer in clause 13.1 does not include: unused intermediate ideas, concepts and visuals, which remain the property of Concrete Creative Limited; design working files (such as Figma or Adobe source files); or any pre-existing tools, code libraries, processes or know-how of Concrete Creative Limited, which are licensed to the client for use in the deliverables but are not assigned.

13.3 Third-party materials incorporated into deliverables — including fonts, stock imagery, templates, themes, plugins, and open-source code — are licensed, not owned. The client receives the benefit of the applicable licence, and ownership of those materials never transfers to the client. The client is responsible for maintaining and renewing any ongoing third-party licences after handover.

13.4 Concrete Creative Limited reserves the right to display any artwork, websites, ideas and sketches created for the client in its portfolio, in online galleries, and in process posts as examples of client work, and to include a discreet credit link in website footers. If you do not wish Concrete Creative Limited to display your work, please raise this in writing before the project proceeds.

13.5 Once full and final payment has been received, Concrete Creative Limited will not be held responsible or liable for the storage of project material and may dispose of any material left unclaimed by the client after a period of 12 months from the date of receipt of full and final payment.

14. Ownership of goods and retention of title

Ownership in goods shall not pass upon delivery, but shall remain with us until full payment of all monies owing by you to us has been made. Until all monies have been paid:

14.1 You hold the goods supplied as fiduciary for us and will deal with them as agent for and on behalf of us (but will not hold yourself out as our agent to any third parties);

14.2 You shall store our goods separately, consistent with the goods being our property, and ensure such goods are able to be separately identified;

14.3 If you resell the goods supplied, the proceeds of any resale will belong to us, and you will pay the same into a separate account for which separate records are kept, and all claims which you hold against third parties will be handed over to us;

14.4 You irrevocably give us and our agents the right to enter your premises, to remove any of the goods supplied and resell them;

14.5 You grant us a security interest over such goods and services pursuant to clause 21.

15. Liability

15.1 To the maximum extent permitted by law, Concrete Creative Limited's total liability to the client for any and all costs, loss or damage suffered by the client, however caused, arising out of or connected with the performance or failure of performance of any goods or services, shall not exceed the total amount paid by the client under the invoice(s) relating to those goods and services.

15.2 To the maximum extent permitted by law, Concrete Creative Limited shall not be liable for any indirect or consequential loss, loss of profit, loss of revenue, loss of data, or loss of business opportunity, however arising.

15.3 Where the client acquires goods or services from Concrete Creative Limited for the purposes of a business (in trade), the parties agree that: the Consumer Guarantees Act 1993 does not apply; they contract out of sections 9, 12A and 13 of the Fair Trading Act 1986 to the maximum extent permitted by that Act; and it is fair and reasonable that the parties are bound by this clause.

15.4 Nothing in these terms limits any rights the client may have under the Consumer Guarantees Act 1993 where the client is a consumer and the goods or services are not acquired in trade.

16. Indemnity

The client shall indemnify Concrete Creative Limited in respect of any claims, costs or expenses arising out of any illegal or libellous matter produced for the client at the client's direction, or any infringement of copyright, patent, trade mark or design arising from material or instructions supplied by the client.

17. Delivery

Delivery and launch dates quoted are given in good faith, but we shall not accept responsibility for delays through causes beyond our control.

18. Cancellation

The client may not cancel any order for goods or services which Concrete Creative Limited has commenced. All work undertaken on behalf of the client will be charged at standard or quoted rates should a job be cancelled for any reason.

19. Termination

19.1 Effective termination of an engagement by the client must be in writing and give reasonable notice to Concrete Creative Limited. The client must compensate Concrete Creative Limited for all fees and expenses incurred up to the date of termination. Upon receipt of such notice, Concrete Creative Limited will take immediate steps to bring the services to a close and to reduce expenditure to a minimum.

19.2 Handover of files, credentials, accounts and administrative access on termination is subject to payment of all outstanding invoices.

20. Force majeure

Concrete Creative Limited shall not be liable for any failure or delay in performing its obligations where that failure or delay results from circumstances beyond its reasonable control, including natural disaster, epidemic or pandemic, power or telecommunications failure, platform or infrastructure outage, or government action.

21. Personal Property Securities Act 1999 (PPSA)

The security interest created under these terms and conditions is governed by the PPSA.

21.1 You acknowledge and agree that:

To the extent that Part 9 of the PPSA applies, the client agrees that the provisions of sections 114(1)(a), 117(1)(c), 120, 122, 133 and 134 of the PPSA which are for the client's benefit, or place any obligations on Concrete Creative Limited in the client's favour, shall not apply; and where Concrete Creative Limited has rights in addition to those in Part 9 of the PPSA, those rights shall continue to apply.

To the extent that Part 9 of the PPSA applies, without limiting anything in the previous paragraph, the client hereby waives its rights under sections 116, 119, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.

The client hereby waives its right to receive a copy of a verification statement under section 148 of the PPSA in respect of any financing statement or financing change statement registered by Concrete Creative Limited.

22. Dispute resolution

If a dispute arises out of or in connection with these terms, the parties will first attempt in good faith to resolve it by direct negotiation. If the dispute is not resolved within 20 working days, the parties will refer it to mediation by a mediator agreed between them (or, failing agreement, appointed by the Resolution Institute) before commencing any court proceedings, except where urgent interlocutory relief is sought.

23. Acceptance of terms and conditions

Receipt of these terms and subsequent trading between the client and Concrete Creative Limited implies acceptance of these terms and conditions. These terms and conditions apply to any work undertaken on behalf of the client by Concrete Creative Limited unless otherwise agreed in writing.

24. Governing law

These terms shall be governed by and interpreted in accordance with the laws of New Zealand, and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.

25. Changes to terms and conditions

These terms and conditions may change from time to time due to legislative change or change in business best practice and will become effective within 14 days of publication here.