Terms and Conditions
These Terms and Conditions govern the services provided by Transform Digital Limited (referred to as “we,” “us,” or “our”) to our clients (referred to as “you” or “your”). By engaging Transform Digital Limited, you acknowledge and agree to the terms and conditions outlined below. These terms apply to all services provided, including but not limited to web design, graphic design, web development, and digital marketing.
General Terms
Agreement
1.1 By engaging Transform Digital Limited for any services, you confirm your acceptance of these Terms and Conditions.
1.2 These Terms and Conditions, along with any written proposal or quote, form the entire agreement between both parties unless explicitly modified in writing.
1.3 Any additional agreements or amendments must be confirmed in writing by both parties before becoming binding.
Payment Terms
2.1 A non-refundable deposit of 50% of the quoted price is required before commencement of any project, unless otherwise agreed upon in writing.
2.2 The remaining balance is due within 7 days of project completion or delivery, unless a payment plan has been mutually agreed.
2.3 Payments must be made by bank transfer or other agreed methods, and all costs incurred in making payments (e.g., international transfer fees) are the responsibility of the client.
2.4 Late payments may incur a 5% late fee per month, and Transform Digital Limited reserves the right to pause work until payment is received.
2.5 No deliverables will be released or transferred to the client until the final payment has been made.
Confidentiality
3.1 Both Transform Digital Limited and the client agree to keep all proprietary and sensitive information shared during the project confidential.
3.2 Transform Digital Limited may share information with subcontractors or third-party providers solely for the purpose of delivering services, provided they agree to confidentiality obligations.
3.3 This confidentiality clause survives the termination or completion of the agreement.
Limitation of Liability
4.1 Transform Digital Limited is not liable for indirect, incidental, or consequential damages arising from the services provided, including (but not limited to) loss of revenue, business opportunities, or data.
4.2 In no case shall our liability exceed the total fees paid for the specific project or service in question.
4.3 Transform Digital Limited shall not be held responsible for delays or issues caused by third-party platforms, tools, or services.
Governing Law
5.1 These Terms and Conditions are governed by and interpreted in accordance with the laws of New Zealand.
5.2 Any disputes shall first be resolved through good faith discussions. If no resolution can be reached, disputes will be subject to mediation or arbitration in accordance with New Zealand law.
Web Design and Graphic Design Services
Scope of Work
6.1 Transform Digital Limited will provide design services as outlined in the agreed project brief or quotation.
6.2 Any additional features, functionality, or changes requested outside the original brief will be billed separately and may require additional timelines to complete.
Revisions
6.3 Clients are entitled to three rounds of revisions for each design deliverable unless otherwise stated in the quotation.
6.4 Additional revisions beyond the included rounds will incur charges at a rate of $120/hour + GST.
6.5 Revisions must be requested in writing and within 7 days of deliverable submission.
Intellectual Property
6.6 Ownership of the final design files (e.g., logo files, web graphics) will transfer to the client only after full payment has been received.
6.7 Transform Digital Limited retains the right to showcase the work in its portfolio unless explicitly prohibited in writing.
Web Development Services
Scope of Work
7.1 Web development services include front-end and back-end development, database integration, and ongoing maintenance (if specified in the project agreement).
7.2 Any changes to the agreed Scope of Work after project commencement will require additional charges and timelines.
Testing and Acceptance
7.3 Transform Digital Limited will conduct testing of the website to ensure functionality and performance.
7.4 The client is required to review and approve the website within 7 days of delivery. Any changes requested after this period may incur additional fees.
Client Responsibilities
7.5 The client is responsible for providing all required content, images, brand assets, and other materials in a timely manner.
7.6 Delays in providing required materials may impact the timeline and incur additional charges.
Intellectual Property Rights
7.7 Upon full payment, the client will own the website’s code and design. However, Transform Digital Limited retains ownership of proprietary frameworks, plugins, or code libraries used in the development process.
7.8 Transform Digital Limited shall not be liable for issues arising from third-party modifications to the website after delivery.
Ongoing Maintenance
7.9 Ongoing maintenance services are available upon request and billed separately. This includes updates, bug fixes, and security monitoring.
7.10 Issues arising from third-party changes or updates to the website (e.g., plugin updates) are not covered under maintenance agreements.
Digital Marketing Services
Scope of Services
8.1 Digital marketing services include:
- SEO: On-page and off-page optimisation, keyword research, content strategy, and reporting.
- Google Ads: Campaign setup, management, targeting, and optimisation.
- Social Media Advertising: Campaign creation, audience targeting, ad management, and performance analysis.
Standard Services: The above-listed services are standard offerings, which will apply unless explicitly stated otherwise in the project brief, proposal, or agreement. Variations or additional services (such as advanced analytics, custom reporting, or third-party tool integrations) will be outlined and agreed upon separately in writing.
Performance Metrics
8.2 Transform Digital Limited will provide regular performance reports for agreed-upon campaigns. Metrics may include impressions, clicks, conversions, and ad spend.
Budget Management
8.3 Advertising budgets are managed by the client directly or billed separately by Transform Digital Limited and are not included in service fees.
8.4 Any changes to the advertising budget must be approved by the client in writing.
Compliance and Approvals
8.5 Transform Digital Limited will ensure compliance with advertising platform policies and applicable laws. However, the client is responsible for ensuring that their products or services comply with applicable regulations.
8.6 All advertising content will be submitted to the client for approval before publication.
Results Disclaimer
8.7 While Transform Digital Limited will use its expertise to optimise campaigns, we cannot guarantee specific outcomes such as sales, rankings, or clicks due to factors outside of our control (e.g., competition, platform changes).
Additional Provisions
Revisions and Changes
9.1 All revision requests must be submitted in writing.
9.2 Major changes to the project scope may require a new agreement and additional fees.
Termination of Services
9.3 Either party may terminate the agreement with 30 days’ written notice.
9.4 Transform Digital Limited reserves the right to terminate services if the client breaches these terms or engages in unlawful activities.
Force Majeure
9.5 Transform Digital Limited shall not be liable for delays or failures caused by events beyond its control, including natural disasters, technical failures, or governmental actions.
Third-Party Services
9.6 Transform Digital Limited may utilise third-party tools, platforms, or services to deliver projects (e.g., hosting providers, advertising platforms). We are not responsible for downtime, updates, or changes caused by these providers.
Amendments
9.7 These terms may be updated from time to time. Transform Digital Limited will notify clients of any significant changes.
Portfolio and Marketing Rights
9.8 Transform Digital Limited may display completed projects, including designs, websites, and other deliverables, in its portfolio, on its website, and in marketing materials.
9.9 If the Client does not wish for their project to be showcased, they must notify Transform Digital Limited in writing before the project is finalised.
10.0 Transform Digital Limited will seek explicit written permission before using any materials that contain proprietary, sensitive, or confidential information.
For further clarification, please contact us at hello@transformdigital.co.nz.
Our terms and conditions was last updated on 03 Jan 2023.