What this Agreement is: The following Terms and Conditions represent the terms governing the relationship between Circular Square and “the client” for the supply of the services specified in this proposal. While these terms govern every aspect of this relationship, they are not to be taken as, necessarily, the sole terms in the relationship. Circular Square reserves the right to apply further terms and conditions to any, or any part of a, relationship. By signing this proposal you agree you have read and understand these terms, and agree to be bound by the terms.
1. Definitions 1.1 “Services” is defined, for the purposes of this agreement, as meaning any good, service, or project – specified in this proposal and- provided by, or undertaken by, Circular Sqaure to, or on behalf of, the client. 2.2 “We”, “us”, “Circular Square” are defined, for the purposes of this agreement, as representing Circular Square . 3.3 “You”, “Your”, “client(s)”, or “the client”; are defined, for the purposes of this agreement, as the person, whether a company or natural person- or designate of the person- entering into this contract with, or receiving services from, Circular Square. 4.4 “Stages”; is defined, for the purposes of this agreement, as segments of a service, provided to you, and specified in this proposal. Stages are points through out a service where your payment is required for the service to continue.
2. Duration of Agreement This agreement applies from the date of signing this proposal until the completion of the services specified in the proposal, and any subsequent related services. This agreement may only be terminated at an earlier date by a written agreement signed by both the client and Circular Square – for further information see section 14 below.
3. Circular Square General Standards We want to make it easy for you to do business with us. 3.1 We are committed to: (a) Providing you with a highly responsive service. (b) Putting you in touch with the right person to answer your enquiries, where possible. (c) Responding to your needs quickly and efficiently. (d) Resolving any problems as soon as possible.
4. Circular Square Responsibilities to you 4.1 Whenever possible we will endeavor to: (a) Complete the services outlined, and selected, in the proposal within the timeframe specified, wherever possible. (b) Endeavor to provide a professional, responsive service, and act on your behalf as and when required- to the best of our abilities. (c) We will endeavour to fix any problem you may encounter with our services as soon, and as efficiently, as possible. Where Circular Square provides services to you which are, wholly or partially, provided to (or in conjunction with) Circular Square by (or with) a third party, Circular Square takes no responsibility and will not be liable for any loss, financial or otherwise, of any nature that you, or related parties, may suffer as a result of these services, or any problems with them. This covers, but is not limited to, web development services, encryption services, hosting services, and credit card processing services. (d) Advise you on any requirements you may have. If these are outside of our expertise we will find someone who can advise you. (e) Whenever possible we will attempt to make good any errors, omissions or faults made by Circular Square, that have been notified by you- in writing- promptly.
5. Your Responsibilities to us 5.1 The following list of responsibilities are not to be taken as an exhaustive list, and further responsibilities are contained in other parts of these terms and conditions. Whenever we provide services to you, it is your responsibility to: (a) Notify Circular Square, in writing, within 7 days of a service, or part of a service, being completed, or a product being delivered- of any problems, omissions, or errors with that product or service. If notification is not received within the aforementioned time period, the product or service is agreed by both parties to be acceptable. (b) Follow our directions and recommendations about the use of our services. (c) Make sure all information you provide us is correct, complete, and in electronic format when requested. (d) Deliver all essential information, as determined by Circular Square, within 14 days of request. If you fail to provide essential information within this time-frame, we can no longer guarantee the service will be delivered by the agreed date. (e) Inform us if you have any queries regarding our services, any other requests, or any problems with our services. (f) Pay all of our accounts within the required time frame of 7 days from the date of the invoice. (g) Allow us to act on your behalf as, and when, required. (h) Provide us with a single point of contact within your organisation.
6. Charges and Payment 6.1 Price: The total price to be paid for the products or services covered by this agreement is the sum of the prices, (as shown in the proposal) of those products or services selected by the client, and shown to be so by checking their respective boxes. 50% of this amount is to be paid as a deposit before the service is commenced, or product delivered. The remaining 50% is to be paid upon completion of the project or service, subject to clauses 6.2 and 6.3 below. 6.2 Delay´s caused by the client: If the progress of a service, or project, is delayed by 14 days, or more, due, wholly or in a substantial manner, to an act or omission of the client- Circular Square retains the right to invoice the client for all unpaid services completed thus far. Moreover, Circular Square may alter the time frame for completion due to this delay. 6.3 Larger projects: If the services provided, under this document, are on a larger ´project´ scale, we will bill you in stages throughout the project. Stages will be specified in this proposal. If they are not, the remaining bill, as above in clause 6.1, will be sent at the completion of the project. Where stages are applicable, payment is due at the completion of each stage. If payment is not received at the completion of a stage, we reserve the right to suspend that project or service until payment is received. 6.3 Other services: If Circular Square supplies any services, or products, additional to those selected in this proposal, Circular Square will charge for these in addition to the total price under this proposal. The charges will be based upon our normal charges for the provision of those services, together with additional costs or expenses incurred by us in the provision of those services. 6.4 Quotations: All quotations made by Circular Square are valid for 30 days from the date of the quote being made by Circular Square. After 30 days the quotations are deemed to have expired and cannot be relied upon by the client. All prices quoted exclude GST. 6.5 Material Costs: If Circular Square is required to cover any material costs associated with the service (i.e. print, freight, or the like), these will be on billed to you with an additional 12.5% ´mark up´. Please make requests known to us before the commencement of the service if you would like to pay direct to the supplier. 6.6 Billing units: All services which are charged per time unit will be charged in 15 minute increments. 6.7 Payment terms: You agree to make payment within 7 days of date of invoice, unless a prior arrangement has been agreed. Overdue accounts will be issued a statement with a 5% penalty (5% of the current total owed to Circular Square), every 14 days.
7. Expiry Of Proposal Documents 7.1 Unless otherwise stated all, unexecuted, documents expire after 30 days. After that period we may need to re-evaluate cost on some development or time estimates. Where documents, such as this proposal, have been duly executed, they do not expire until all obligations under them are discharged by both parties, or they are legally terminated, or otherwise legally halted.
8. The Suspension of Services 8.1 If you do not pay our accounts or meet any responsibilities you have with us, we may suspend or restrict any service at any time.
9. Force Majeure 9.1 Neither party shall be liable for failure to perform its obligations if the failure results from “force majeure” (natural disasters), acts of God, fire, explosion, industrial dispute, acts of government- such as a change in legislation, regulation, or order made under legislative authority- or anything beyond the party´s control.
10. Your Right To Give Up Any Service You may give up any service simply by telling us in writing. Where you have agreed to take the service for a period of time, charges for the service will continue until the end of the period. Where the service has been commenced; you will be required to pay for all the work completed up to the end of the current stage, or where there are no stages- for all work to the completion of the service. Commencement of the service occurs at either: i)The start of the first 15 minutes of work undertaken by Circular Square, or a third party on behalf of Circular Square, on services specified in this proposal- ii)Or, the commencement is the point when any cost is incurred, or committed to, by Circular Square, related to supplying the service or product. Whichever of (i) or (ii) occurs first is deemed to be the time of commencement of the service.
11. Third Party Organisations 11.1 We will ensure that any third party organisations that provide services to you are briefed on your requirements before they enter your premises. It is the third party organisations responsibility to provide you with their standard business terms and conditions. 11.2 We take no responsibility for damage or loss resulting from third party actions, see clause 4.1(c) for further information.
12. Privacy 12.1 We will respect the Privacy Act and ensure that we abide by the conditions of it. We will only release information regarding your business to other parties when it specifically relates to a service you have asked us to provide. We will always obtain your prior consent to any such procedures.
13. Intellectual Property And Copyright 13.1 All intellectual property, of any kind whatsoever, relating to this service shall be treated as follows: (a) if made by the client´s employees, it shall be the property of the client- (b) if made by Circular Square, they shall be, unless otherwise agreed, the property of Circular Square. Circular Square will grant the client a non-exclusive, royalty free license to use it throughout New Zealand or online for one year from the date of commencement of this agreement- (c) if made jointly by Circular Square and the client, it shall be jointly owned and both parties shall be entitled to use it. 13.2 Circular Square may refer to the client´s brand and include a link or images of the work in print and web for promotional purposes. 13.3 All content in the form of text, imagery, graphics, sound, video, logos, programming or fonts not owned or developed by Circular Square will be subject to the licensing regulations that govern them. Circular Square takes no responsibility for the use of content supplied by the client that may be in breach of copyright or other legal permissions.
14. Termination 14.1 You may terminate this agreement by one month´s notice in writing if: (a) the services are not carried out with reasonable diligence and in a competent manner- (b) there has been a breach to the terms of this agreement- (c) we become subject to the appointment of a receiver, or commit an act of bankruptcy, or the firm is dissolved. 14.2 Circular Square may terminate this agreement by one month´s notice in writing to the client if: (a) you are in arrears for more than 60 days after the receipt of an invoice- (b) you have breached the terms of this agreement- (c) you become subject to the appointment of a receiver, or commits an act of bankruptcy, or the firm is dissolved.
15. Dispute Resolution 15.1 Any dispute arising out of this agreement shall be settled by arbitration in accordance with the procedures set out in the Arbitration Act 1996.
16. Confidentiality 16.1 Both parties agree that, unless they have the prior written consent of the other, they will not make use of, or disclose to any third party (other than for the purpose of performing this Agreement), any information confidential to the other party. The obligations of this clause, 16, shall survive termination, cancellation, or frustration of this Agreement.
17. Limitation of Liability 17.1 The warranties, commitments, and guarantees contained in this agreement, and for the benefit of the client, replace all other representations or warranties (statutory, express or implied) and all such representations and warranties (save any which may not lawfully be excluded) are expressly excluded. 17.2 Circular Square will under no circumstances be liable under the law of tort, contract, or otherwise, for any loss of profits or savings, or for any indirect or consequential loss or damage, however caused- arising out of, or in connection with, the performance- or non-performance- of this Agreement. 17.3 Circular Square liability to the client, arising out of any claim for damages, for any cause whatsoever, will under no circumstances exceed, in aggregate, the total amount of the sums actually paid by the client to Circular Square for the products or services which gave rise to the claim. 17.4 No action arising out of this Agreement, regardless of the form, may be brought by either party more than two years after the cause of action arose. 17.5 Circular Square will in no situation be liable for loss resulting from third parties´ actions, see Clause 4.1(c).
18. Waiver 18.1 No delay, neglect, or forbearance by either party in enforcing against the other any provision of this Agreement will be a waiver, or in any way prejudice any right, of that party.
19. Severability 19.1 If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision will be severed and the remainder of the Agreement will remain in full force and effect.
20. Assignment 20.1 Neither party may assign, or transfer, its rights- or obligations- under this Agreement, without the prior written consent of the other party, which may not unreasonably be withheld.
21. Amendments 21.1 Any modifications to, or variation of, this Agreement must be in writing and signed by both Circular Square and the client.
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