Terms & Conditions

In this Agreement:
"Final Design" means the final version of the design;
"Client" means the Client named on the front page of this Agreement;
"Copy" means a text that accompanies any design;
"Interest" means interest at a rate of 20% per annum compounding daily;
"Advertisement" means any advertisement supplied by Base Two on behalf of the Client;
"Base Two" means Base Two Ltd.
Base Two will manage and provide all project services as stated in the estimate.
The estimate is based on Base Two receiving final copy from the Client but includes two amendments by the Client to copy. Where the Client requires more than two alterations to the copy which incur additional design time to complete, Base Two will be entitled to charge for that further work at $120/hr.
If additional services are required to meet the project's requirements or deadlines that Base Two believes are beyond the scope of the original estimate, Base Two will seek and obtain the Client's approval prior to incurring the extra expense.
The Client must proof read and approve all final designs before print production or manufacture. The Client agrees that it is fully liable for any errors or omissions in the work which remain after the Client has approved final design. Once the Client has approved final design and proofs, and made the necessary alterations it is liable for all Base Two and third party costs for the work, and for subsequent alterations and corrections.
Where it is necessary for Base Two to engage third parties (including, but not limited to, printers, photographers, models, website developers, website hosting) to complete the work, Base Two will advise the client in advance of the likely cost of the third party involvement. The Client is deemed to have accepted the estimate, and agrees to pay the third party cost in full.
Base Two will make every reasonable effort to ensure costs charged by third parties are within the amount estimated by the third party; however, these may be subject to variation.
Payment is due 20th of the month following date of invoice.
In the event that payment is not received within 60 days from the due date, Base Two will post a final demand to the Client. The Client will from then on be liable for all subsequent costs incurred in recovering the debt. These costs include, but are not limited to full solicitor costs, debt collection, court costs and interest on the amount due charged at the rate of Base Two's overdraft interest rate plus additional Interest. Base Two shall be entitled to obtain orders for summary judgment for any debt outstanding after 60 days from the due date.
No title in any tangible property (including artwork, photographs, 3D models, software purchases) or title in or license to use any intellectual property in the work supplied passes to the Client until payment has been made in full. Until payment has been made in full, Base Two will be entitled to prevent the use of any intellectual property, and to recover any tangible property from the client or its assigns, liquidator or receiver. Upon full payment of all costs title in the work created by Base Two passes to the Client.
Electronic files and associated software remain the property of Base Two, and are archived and kept in storage on Base Two premises and at Base Two's expense. Base Two does not warrant the integrity of the files kept on Base Two premises and is not responsible for any corruption or loss of data incurred during the storage process.
If the Client wishes to access electronic files, the cost of file retrieval will be charged at Base Two's standard hourly rate. Any additional expenses, such as materials required to supply the file (eg. CDRs / DVDs) will also be invoiced.
Base Two will store all Client files for a minimum period of two years. After which time Base Two may, at its discretion, destroy any and all files held. No notice of this will be given to the Client.
The Client warrants that it has taken all reasonable steps to ensure that it is entitled to reproduce any written material or images supplied by the Client to Base Two. The Client indemnifies Base Two for all legal costs and damages incurred as a result of publishing work provided to Base Two by the Client including costs relating to copyright infringement, defamation, breach of confidence, breach of restraint of trade, or any other cause of action.
These terms of trade are subject to change at any time. Variations may include;
1. Retention of intellectual property (in, for example photographs)
2. Specific terms contained in licenses to use intellectual property
3. Provision for further payments to models where the Client wishes to use images for a longer period than originally agreed
Base Two's liability to any person for any claim whatsoever arising directly or indirectly from the contract between Base Two and the Client or from the common law shall be limited to the value of the estimate or part thereof.
Should this agreement be cancelled by either party, Base Two will be paid for all work completed by Base Two or third parties from the commencement of the project, to date of cancellation of the project.
These terms are the basis on which Base Two completes work for its Clients. When a Client instructs Base Two, they agree to accept these terms.
The Client agrees:
1. That it is the Clients risk and responsibility to obtain every necessary or prudent authorisation, and to comply with every law, regulation or code of practice concerning the contents and placement of the Advertisement;
2. To tell Base Two as soon as possible if there is an error or omission in any Copy supplied by the Client; and
3. To indemnify Base Two against all losses, damages or costs (including without limitation consequential loss, loss of profits or loss of business) arising as a consequence of placement and/or content of the Clients Advertisement or any breach of the terms herein and from any costs, harm or loss incurred by Base Two through making corrections or amendments in accordance with the terms that follow.
In producing and Advertisement, Base Two is doing so in consideration of and relying on the Clients warranties which follow, the making of which are essential to Base Two:
1. That the Advertisement does not contain anything that is:
  1. Misleading, deceptive, likely to mislead or deceive or which otherwise breaches the Fair Trading Act 1986;
  2. Defamatory, indecent or which otherwise offends against generally accepted community standards;
  3. An infringement of copyright, a trademark or any other intellectual property rights; or
  4. A breach of any provision of any statute, regulation, by-law, or other rule or law; and
2. That the Advertisement complies in every way with the Advertising Codes of Practice issued by the Advertising Standards Authority Inc and with every other code or industry standard relating to advertising in New Zealand; and
3. Publication of the Advertisement will not give rise to any liability on Base Two's part or to a claim against Base Two.
Base Two will not be liable for any loss, cost, damages, harm or misrepresentation including without limitation liability for indirect or consequential loss, loss of business, loss of revenue or profit as a consequence of any action or omission by Base Two.
Under no circumstances will Base Two be liable for failure to perform obligations if the failure results from force majeure, earthquake or other natural disaster, act of God, fire, explosion, industrial dispute, act of government such as a change in legislation, regulation, or order made under legislative authority, or anything beyond Base Two's control.
Fees and Payment:
1. Base Two will send invoices to the Client within five working days of the beginning of each month;
2. Payment is to be made by the date specified on the invoice ("the Due Date");
3. The Client must let Base Two know before the Due Date for payment if the Client thinks there is an invoicing error. If Base Two agrees, Base Two will adjust the invoice. If Base Two finds there is no error and the Due Date has already passed the Client must pay the unsettled amount immediately plus Interest.
4. Base Two may alter its fees from time to time. Base Two will give the Client reasonable notice of any alterations;
5. If the Client does not pay an invoice on the Due Date Base Two may:
  1. Charge the Client Interest on the unpaid amount from the Due Date until it is paid; and
  2. Charge the Client for any costs incurred in collecting any money owed including the full cost to Base Two of exercising its legal rights and including without limitation costs as between solicitor and client plus Interest on these costs.
Termination / Cancellation:
1. Where Base Two ends this Agreement and the Client has not paid any money owing, the Client must pay to Base Two:
  1. All fees payable under this Agreement;
  2. Less the payments already made;
  3. Plus Interest and costs as in clauses 23(e) (i) and (ii).
2. Nothing in this clause limits the rights of the parties to recover damages or other compensation that may be awarded for other breach of this Agreement.
The cancelling of this Agreement does not affect any rights and responsibilities that are intended to continue or come into force afterwards. These include the rights and duties under clauses 3, 4, 5, 6, 7 and this clause 8 and which shall not merge upon termination of this Agreement.
Base Two may at its sole discretion alter or remove existing clauses of this Agreement or add new ones. Base Two will tell the Client about any alterations by sending the Client at least one months' notice before they come into effect. Base Two will never alter this stipulation.
Notices:
1. Base Two will send invoices and notices to the last street address, e-mail address or fax number given by the Client. Base Two may assume any:
  1. Invoice or notice has been delivered five days after Base Two sends it;
  2. E-mail has been received when it has been sent to the e-mail address Base Two sent it to even if it has not been downloaded from the internet service provider hosting the e-mail address;
  3. Fax has been received when Base Two receives confirmation of transmission.
2. The Client may send any notice to Base Two by:
  1. Posting it in a pre-paid letter to PO Box 6684, Wellington 6141, New Zealand; or
  2. Faxing it to +64 4 801 5566.
3. The Client will tell Base Two if the Client changes its street address, e-mail address, telephone or fax number.
Each clause of this Agreement is separately binding. If for any reason Base Two, the Client, or any officer, employee, contractor, agent or other person Base Two is responsible for, cannot rely on any clause, all other clauses are binding.
Any failure by Base Two to enforce at any time or for any period any one or more of the terms of this Agreement is not a waiver of them or of any right at any time subsequently to enforce all terms and conditions of this Agreement including for any previous breach thereof.
The parties both submit to the jurisdiction of the Courts in Wellington.
The Client acknowledges that prior to completing this Agreement it has had the opportunity to obtain such advice, including independent legal advice, as it requires regarding this Agreement and its effects.
The terms and conditions of this Agreement govern the relationship between Base Two and the Client and supersede all prior representations or agreements whether oral or in writing. The Client agrees that notwithstanding any other agreements between Base Two and the Client the terms of this Agreement are paramount and take precedence in the event of any conflict.
Acceptance of the estimate constitutes agreement to all the terms and conditions as outlined in clauses 1 to 34 inclusively.

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