South - Terms and Conditions

Studio South Ltd, Project Terms.

The Client wishes to engage South to provide the Deliverables and South has agreed to that engagement on the terms contained in the applicable Quote and these Terms and Conditions.

By accepting a Quote, instructing South to commence work, or otherwise engaging South to provide the Deliverables, the Client agrees to be bound by these Terms and Conditions.

In this agreement, capitalised terms have the meaning set out below:

Client means the client set out in the Quote.

Confidential Information means all information (including trade secret, manufacturing process, formulae or any information relating to the business affairs, accounts work, marketing plans, sales plans, prospects, research, management, financing, products, inventions, designs, processes and any data bases, data surveys, specifications, drawings, records, reports, software or other documents, material or other information whether in writing or otherwise) relating to the Client or a Related Party or any of their customers or South, of which South becomes aware, both before, on or after the day this Agreement is executed but does not include information which is public through no breach of this Agreement.

Deliverables mean the final deliverables expressly set out in the Quote. Unless otherwise expressly agreed in writing, Deliverables do not include preliminary concepts, rejected or unapproved creative directions, working files, source files, tools, methodologies, development materials or other materials not expressly identified in the Quote.

Deliverables Specifications mean the specifications set out in the Quote.

Fees mean the fees specified in the Quote or as agreed to in writing between the parties from time to time.

GST Law has the meaning given to that expression in the Goods and Services Tax Act 1985.

Intellectual Property Rights means any and all intellectual property rights created or otherwise arising out of the Deliverables, including:

(a) patents, copyright, rights in circuit layouts, registered designs, trademarks, know-how and the right to have confidential information kept confidential; and

(b) any application or right to apply for registration of any of those rights.

Laws includes any requirement of any statute, regulation, proclamation, ordinance or by-law, present or future.

Personnel means any personnel engaged by South (including any employee, officer, agent contractor or sub-contractor) to provide the Deliverables.

Quote means the quote provided by South to the Client setting out the Deliverables and associated terms.

Related Party means an entity that is a Related Party of the Client as defined in the Companies Act 1993.

South means Studio South Limited NZBN 9429034244234 of 27 Hargreaves Street, Auckland Central, Auckland 1011 trading as “South” and/or “Studio South”, “Mark by South” or “Made by South”.

Term commences on the date on which the Quote has been accepted and ends on the last date South will provide the Deliverables unless terminated earlier in accordance with this Agreement.

South provides the Deliverables as an independent contractor and it is acknowledged that there is no partnership or joint venture relationship between the parties and South is not an employee, servant or agent of the Client or any of its Related Entities. South expressly waives on its own behalf and on behalf of all Personnel any claims of rights or benefits whether present or future afforded to employees of the Client.

In consideration of the Client agreeing to procure the Deliverables from South, South represents, acknowledges and agrees that:

(a) it will provide the Deliverables to the Client:

(i) with due care and skill;

(ii) safely, diligently, faithfully and conscientiously;

(iii) in accordance with all applicable Laws, the reasonable directions of the Client and any applicable policies and procedures of the Client, provided those directions remain consistent with the agreed Quote, Deliverables, scope and project process;

(iv) in a proper, efficient and timely manner using that standard of skill, diligence, prudence and foresight that would be reasonably expected from an experienced provider of goods and/or services similar to the Deliverables; and

(v) in accordance with the Deliverables Requirements;

(b) to the fullest extent permitted by law, it indemnifies and will keep indemnified the Client and each of its directors, officers, employees, independent contractors and agents (together Client Parties) against all costs, losses or damages however caused, arising from or in relation to South’s provision of the Deliverables or any breach of this Agreement by South, except where caused or contributed to by the fraud, wilful misconduct or gross negligence of the Client; and

(c) the Client may terminate this Agreement and the requirement to procure the Deliverables by notice in writing to South, if at any time South is in breach of this Agreement, subject to the applicable remedy and dispute provisions of this Agreement.

South may engage third-party contractors to perform any part of the Deliverables under this Agreement, provided that:

(a) South ensures all third-party contractors comply with the terms of this Agreement as if they were South.

(b) South remains fully responsible and liable for the performance of the Deliverables, irrespective of any third-party involvement.

The Fees are payable as follows:

(a) the Client will pay the Deliverables Fees to South monthly in advance or as set out in the Quote.

(b) South is to provide the Client with a valid tax invoice for the Fees after the provision of the Particulars, with the relevant amount being payable by the Client 7 days from the date of the Client’s receipt of the invoice.

(c) Payments may be made by online transfer, credit card (Visa, MasterCard), Debit Card, Stripe Online Payments, or PayPal. Fees related to payment systems will be 100% payable by the Client.

(d) Publication and/or release of work done by South on behalf of the Client may not take place before cleared funds have been received.

(e) The Client acknowledges that any time estimates provided by South are approximations and not fixed quotes. In agreeing to this Charge-Up arrangement, the Client accepts that the actual time required to complete the Deliverables may vary. South will charge for the actual time expended on the project within the agreed-upon range. South commits to communicating any significant deviations from the estimated time to the Client promptly and transparently. The Client agrees to pay for all time utilised by South in delivering the Deliverables, as documented and communicated by South. Any concerns or disputes regarding the time charged must be raised by the Client within 10 business days of receiving the time report from South.

(f) South will apply a standardised company project fee of 5% to manage your project(s). This fee reflects the quality and efficiency of our work and is a company policy charge included in every quotation provided. It covers all directly related consumables to your project and includes attendance at all communications outside of the actual project management fees for the work. Additionally, it encompasses inclusions related to your experience at our studio throughout the course of your project. This fee is non-negotiable and forms part of your overall project fees.

The Client agrees to reimburse South for expenses reasonably incurred in connection with this Agreement as follows:

(a) incidental and out-of-pocket expenses including but not limited to costs for telephone calls, postage, shipping, overnight courier, service bureaus, presentation materials, photocopies and computer expenses;

(b) non-stock materials such as images and fonts;

(d) hosting, domain registration, search engine submission, design and maintenance, sub-contractors, printers, photographers and libraries.

South is to provide the Client with a valid tax invoice for the Fees with the relevant amount being payable by the Client 7 days from the date of the Client’s receipt of the invoice.

Payments may be made by online transfer, credit card (Visa, MasterCard), Debit Card, Stripe Online Payments, or PayPal. Fees related to payment systems will be 100% payable by the Client.

Publication and/or release of work done by South on behalf of the Client may not take place before cleared funds have been received.

In the event that any invoice issued by South remains unpaid beyond the specified due date, South reserves the right to cease providing the Deliverables and remove the Deliverables from any and all computer systems until payment is received in full without incurring any liability to the Client. South shall provide written notice to the Client of its intention to suspend services due to non-payment at least 10 business days prior to the suspension taking effect. The suspension of Deliverables will continue until such time as all overdue invoices have been paid in full, including any accrued interest as specified in this Agreement. South shall not be liable for any damages, losses, or claims arising from the suspension of Deliverables under this clause.

Expressions used in this clause which are not defined, but which have a defined meaning in the GST Law, have the same meaning given to them in the GST Law. Unless otherwise expressly stated all consideration to be provided under this Agreement is exclusive of GST. If GST is payable in respect of any Deliverables made by South under this Agreement, the recipient will pay to South an amount equal to the GST payable on the Deliverables in addition to and at the same time that the consideration for the Deliverables is to be provided under this Agreement. Where the recipient is required under this Agreement to pay for or reimburse an expense or outgoing of South, the amount to be paid by the recipient is the amount of the expense or outgoing less any input tax credit in respect of such expense or outgoing to which South is entitled plus any GST payable by South in respect of the Deliverables to the recipient. Where at any time an adjustment event arises in respect of any Deliverables made by South under this Agreement, South shall provide the recipient with an adjustment note in respect of the adjustment event as soon as practicable after the occurrence of the adjustment event.

If any invoice remains unpaid by the due date specified in this Agreement, interest will accrue on the overdue amount at a rate of 6.5% per annum, calculated daily, from the date the invoice became overdue until the date of payment in full.

10.

An event of default occurs if either party:

(a) Fails to pay any amount due under this Agreement on the due date.

(b) Breaches any term, warranty, or representation under this Agreement, and such breach is not remedied within 10 business days after receiving written notice from the non-defaulting party.

(c) Materially or repeatedly departs from the agreed Quote, scope, Deliverables, responsibilities, approvals or project process, and does not remedy that departure within 10 business days after receiving written notice.

(d) Becomes insolvent, is unable to pay its debts as they fall due, or has a receiver, manager, administrator or liquidator appointed.

11.

The non-defaulting party must provide written notice of the default to the defaulting party, specifying the nature of the default.

Following notice, the parties will have 10 business days to work in good faith to clarify and, where reasonably possible, resolve the relevant issue, including any difference in expectations relating to the scope, project process, responsibilities, approvals, Deliverables, working files, source files, instruments, outstanding Fees or other project requirements.

During this 10 business day remedy period, South may pause any affected work where continuing would reasonably create additional cost, duplicated work, conflicting instructions or uncertainty regarding the agreed Deliverables or process.

If a default is not remedied within the 10 business day period, the non-defaulting party may:

(a) Terminate this Agreement upon written notice.

(b) Suspend its performance of obligations under this Agreement.

(d) Enforce any other remedies available under law or equity.

South may terminate this Agreement where the Client materially or repeatedly departs from the agreed scope or project process, independently redefines the Deliverables or responsibilities, requires South to operate under a materially different process from that agreed, or otherwise makes continued delivery of the agreed project unreasonable or impracticable, provided the Client has first been given the 10 business day remedy period above.

Termination under this clause does not remove the Client’s obligation to pay for work completed, time incurred, approved variations, committed third-party costs or other amounts properly incurred by South up to the effective date of termination.

12.

Except for liability arising from fraud, gross negligence, or wilful misconduct, the liability of either party under or in connection with this Agreement is limited to the Fees paid in the 1 month period preceding the claim.

13.

South must, and must ensure that all Personnel, keep all Confidential Information confidential and not use or disclose any Confidential Information except as required by Law or with the prior written consent of the Client. In the event of uncertainty as to whether information is Confidential Information, that information is taken to be confidential unless South is informed by the Client in writing to the contrary. South shall immediately return all Confidential Information which is in physical form (including copies of computer files) to the Client upon termination of this Agreement or at any time upon request by the Client. South’s obligations under this clause survive termination of this Agreement and are enforceable at any time at law or in equity.

14.

The maximum aggregate liability of South for all losses, damages, costs, expenses and claims arising out of, or in connection with, this Agreement or the Deliverables, whether arising in or under contract (including for liability under any indemnity), statute, tort (including negligence), equity or otherwise at law, is limited in aggregate to the sum of the Service Fees already paid by the Client to South under this Agreement in the 1 month period preceding any claim.

15.

The Client may request variation to the scope or timing in respect of the Deliverables and Deliverables Requirements at any time (Client Request). In the event of a Client Request, South will respond within 10 business days. South is not obligated to comply with the Client Request and may adjust the Fees accordingly.

Any material change to the agreed project methodology, approval process, responsibilities, Deliverables, number or nature of creative directions, or manner in which South is required to provide the Deliverables may constitute a Client Request and variation to scope.

No discussion, presentation, concept, reference, prototype, working material or Client assumption will expand the agreed scope or Deliverables unless confirmed by South in writing.

If the Client does not accept the new Fees or revised scope, either party may elect to follow the remedy and termination process set out in clauses 10 and 11.

16.

In the event that the actual costs to provide the Deliverables exceed the estimated costs due to variations in the process, additional work requirements, or extended timeframes, South reserves the right to adjust the Fees accordingly. South shall communicate any anticipated changes to the scope or additional costs during the process. A summary of any such variations shall be provided to the Client upon completion of the works. The Client agrees to review and accept the updated Fees, which shall be deemed agreed upon unless the Client notifies South of any objections within 10 business days of receipt of the summary.

17.

Either party can terminate this Agreement for convenience by providing reasonable written notice.

In the event of termination, the Client will remain liable for Fees for all services provided up until the effective date of termination, together with any approved variations, committed third-party costs and other project costs reasonably incurred by South.

Any handover, collation, preparation or supply of materials outside the final Deliverables expressly included in the Quote may be charged separately.

Termination does not provide the Client with ownership or usage rights in preliminary concepts, rejected or unapproved designs, working files, source files, methodologies or other South Intellectual Property beyond the rights expressly granted under this Agreement.

18.

The parties acknowledge and agree that this Agreement sets out the only terms and conditions that apply to the provision of Deliverables by South to the Client which shall apply to the exclusion of any other terms and conditions in relation to the sale and purchase of goods or the provision of any services by South. Any invoice or order confirmation submitted by South to the Client for any Deliverables is deemed to have been submitted to the Client on the terms of this Agreement.

The Client acknowledges that South’s agreed project methodology, creative process, stages of review, presentation and approval form part of the basis on which South has estimated and agreed to undertake the work. A material departure from that process may constitute a variation under clause 15 or, where unresolved, an event of default under clauses 10 and 11.

19.

If any dispute, controversy or claim arises between the parties arising out of, relating to or in connection with this Agreement, including any question regarding its existence, validity or termination (Dispute), a party may deliver to the other party a written notice (Dispute Notice) which sets out:

(a) the nature of the Dispute; and

(b) the relief or remedy that the party seeks.

20.

During the period of 10 business days after delivery of the Dispute Notice, or any longer period agreed in writing by the parties (Initial Period), each of the parties must undertake genuine and good faith negotiations with a view to resolving the Dispute. If the parties are unable to resolve the Dispute within the Initial Period, then the Dispute must be referred to a senior representative of each of the parties with authority to settle the Dispute, who must, during the period of 10 business days after the expiration of the Initial Period (or any longer period agreed in writing by the parties) meet together and undertake genuine and good faith negotiations with a view to resolving the Dispute.

21.

No party may commence any proceedings in relation to the Dispute unless:

(a) it has complied with its obligations under clauses 19 and 20;

(b) those proceedings are commenced for the purpose of enforcing clauses 19 and 20 or to seek interlocutory relief; or

(c) following the procedures in clauses 19 and 20 would mean that a limitation period for a cause of action arising from or relating to the Dispute will expire.

22.

South will assign the Intellectual Property Rights in the Deliverables to the Client only if it is expressly agreed between the parties as part of the Deliverables and upon receipt of full payment of the Fees. In the absence of such agreement, South retains ownership of all Intellectual Property Rights in the Deliverables.

For clarity, any assignment or licence applies only to the final approved Deliverables expressly identified within the relevant Quote. Preliminary concepts, rejected or superseded creative directions, exploratory designs, strategy materials, prototypes, sketches, presentations, working files, source files, methodologies, tools and other materials that do not form part of the approved final Deliverables remain the property of South unless expressly agreed otherwise in writing.

South warrants that in providing the Deliverables, it will not infringe the Intellectual Property Rights or moral rights of any person.

23.

South agrees to comply with all applicable privacy laws and regulations, including but not limited to the Privacy Act 2020 and any other relevant data protection laws (collectively, “Privacy Laws”), in relation to any personal information (as defined under the Privacy Laws) it collects, uses, discloses, or otherwise processes in the course of performing its obligations under this Agreement.

24.

South must implement and maintain appropriate technical and organisational measures to protect personal information against unauthorised or unlawful processing, accidental loss, destruction, or damage.

25.

In the event of any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, personal information transmitted, stored, or otherwise processed, South shall promptly notify the Client of such breach without undue delay.

26.

This Agreement is governed by the laws in force in New Zealand.

Special Conditions:

South will supply proofs and PDF files as appropriate for printing, or other graphic files as detailed in the job scope or request.

Charges for design work do not cover the release of copyright design source files, including but not restricted to indd, psd, AI, png, fla or other source files or raw code. If the Client requires these files for transfer to an in-house or other designer, they will be subject to a separate quotation or ‘buy-out’ charge.

It is the Client’s responsibility to retain a copy of any image or file supplied. South is not responsible for accidental damage to any material supplied. Any additional translating, editing or programming needed to utilise Client supplied files or images will be subject to an additional charge.

The Client agrees that changes required over and above the estimated work, or in addition to the agreed scope, or where the Client makes changes to the supplied copy or changes required to be carried out after acceptance of the draft design, will be liable to a separate charge.

During the execution period, the Client may request that Studio South develop enhancements to the concept or Deliverables. At this point, Studio South Limited shall exercise commercially reasonable efforts to prioritise resources to create such enhancements. The parties understand that pre-existing obligations to third parties existing on the date of the request for enhancements may delay the immediate execution of any such requested enhancements. Such enhancements shall be provided on a time and materials basis and pricing will be charged accordingly at Studio South Limited’s applicable hourly rate.

Such enhancements can be but are not limited to new content supplied, new design Deliverables, new website content, copywriting, content management, website uploads, photography or illustrations.

The Client also agrees that South accepts no responsibility for any amendments, adaptations, reinterpretations or modifications made by the Client or any third party, before or after a design is published, unless those amendments have been expressly reviewed and approved by South in writing.

By supplying text, images and other data to South for inclusion in the Client’s website or other medium, the Client declares that it holds the Intellectual Property Rights to that material. Concept testing files, copies of South’s licensed fonts, tools, layered files that provide access to undertake the work in-house or with another entity, including Photoshop, Illustrator or InDesign working files, reference links, theories, methodologies or formulas remain the property of South unless otherwise agreed with the Client.

A licence for use of the copyright material is granted to the Client solely for the project defined in the scope or request and not for any other purpose. The Client may request in writing from South the necessary permission to use materials for which South holds the Intellectual Property Rights in forms other than those for which they were originally supplied, and South may, at its discretion, grant this and may charge for the additional usage. Such permission must be obtained in writing before any of the aforesaid artwork, images, text, or other data is used.

Any software, code, plugin or other third-party material used in a web or digital project remains the property of the creator and any ongoing licence fees or fees for upgrades are the responsibility of the Client, not South.

By supplying images, text, or any other data to South, the Client grants South permission to use this material freely in the pursuit of the design.

Should South, or the Client, supply an image, text, audio clip or any other file for use in a website, multimedia presentation, print item, exhibition, advertisement or any other medium believing it to be copyright and royalty free, which subsequently emerges to have copyright or royalty usage limitations, the Client will agree to allow South to remove and/or replace the file.

The Client agrees to fully indemnify and hold South free from harm in any and all claims resulting from the Client not having obtained all required copyright and/or any other necessary permissions.

10.

Any final approved design, copywriting, drawing or code created for the Client by South, or any of its contractors, may only be used in accordance with the Intellectual Property Rights and licence expressly granted under the relevant Quote and this Agreement.

Unless South provides prior written consent, the Client must not implement, reproduce, adapt, develop, modify, re-use or distribute any preliminary, rejected, superseded or unapproved South concept, creative direction, design, drawing, copywriting or other creative work.

The Client must not combine elements from separate concepts or creative directions to create a new or hybrid design, or independently recreate, reinterpret or materially modify South’s work in a manner that could reasonably be represented or understood as work designed, endorsed or approved by South.

The Client must not provide South’s unapproved concepts, working materials or creative directions to another designer, agency, contractor or supplier for development or implementation without South’s prior written consent.

Where the Client or a third party materially modifies, interprets or implements South’s work without South’s written approval, South may require that its name, credit, attribution and any representation of association with that work be removed.

Nothing in this clause prevents the Client from using final approved Deliverables in accordance with the rights expressly granted under this Agreement.

11.

The Client agrees to South’s definition of acceptable means of supplying data to the company.

12.

Text must be supplied to South in electronic format as standard text (.txt), MS Word (.docx) or via e-mail / FTP or shared folder.

13.

Images which are supplied in an electronic format are to be provided in a format as prescribed by South via e-mail / FTP. Images must be of a quality suitable for use without any subsequent image processing, and South will not be held responsible for any image quality which the Client later deems to be unacceptable.

14.

South cannot be held responsible for the quality of any images which the Client wishes to be scanned from printed materials.

15.

Additional expenses may be incurred for any necessary action, including, but not limited to, photography and art direction, photography searches, media conversion, digital image processing, data entry services, colour correction and alteration of images.

16.

Should the Client or any employee of the Client commission South or Mark by South to deploy, carry out and/or produce Photography or Videography, or 3D or 2D Motion works, in studio or on location in relation to a planned or activated scope or project, or as an additional item added to a scope, the outcome of the photography that has been commissioned is for the purpose of the project in hand only, be it a website, a campaign, social media or packaging.

The imagery in its retouched or edited outcome is for the single use in relation to that one scope only. The actual photography, videography and/or motion graphics are owned by South and Studio South reserves the right to use the media or on-sell for other Client purposes should it wish.

In summary, South owns the imagery in its raw and original format, not the Client. The Client owns or is licensed to use the outcome of the imagery in relation to its project, subject to the relevant Quote.

If the Client wishes to use the imagery for extended purposes, such as advertising, TV, wider campaigns, etc, the Client must request written permission from South for an extended licence.

Should South on-sell the imagery for further commercial use, written permission of the property owner must be obtained before doing so.

If the Client wishes for its imagery to be owned exclusively by itself or its business in relation to its scope, it must request written and authorised permission from South at the outset of the project. If permission is not granted, the imagery and all licensing rights remain the property of South.

17.

South considers the design project complete upon receipt of the Client’s signed approval or signoff email. Other services including but not limited to printing, display panel production, filmwork, website uploading or publishing, contracted on the Client’s behalf constitute a separate project and will be treated as a separate charge.

18.

South will not include in its designs any text, images or other data which it deems to be immoral, offensive, obscene or illegal. All advertising material must conform to all standards laid down by all relevant advertising standards authorities. South also reserves the right to refuse to include submitted material without giving reason. In the situation where any images and/or data that South does include in good faith, and subsequently discovers is in contravention of this clause, the Client must allow South to remove the contravention without hindrance or penalty. South will not be liable for any such data being included.

19.

Upon termination of the Agreement, for all digital marketing retainers or projects, Mark by South takes no responsibility for ongoing management of META, GOOGLE, TikTok, LinkedIn or any third-party backend software management.

At the time of contract closure, all work will stop and finish, and the Client will be responsible for handling anything related to its account. South and Mark by South take no responsibility for supporting a new third-party supplier in the handover unless requested and managed by the Client, and costs are quoted and agreed.

20.

South makes no warranties that production prints will exactly match colour proofs because of variations in proof preparation methods and substrates. South will however use its best endeavours to provide a commercially acceptable finished product.

21.

Upon the Client committing to a print-related project quotation, the Client is responsible for the finished print outcome it has signed off, and payment of the finished print product. Any examples or references to the desired print effects South or any staff member at South has tried to achieve or specify are reference only. South does not take responsibility for the finished print outcome unless other written arrangements are made.

22.

The Client agrees to allow South all necessary access to computer systems and other locations, as required, in order to complete a website project and until all due funds are cleared, including the necessary read/write permissions, usernames and passwords.

23.

The Client also agrees to allow South access to any computer systems, usernames and passwords required to remove data and/or sites for failure to comply with these Terms and Conditions.

24.

The Client agrees to supply South with all necessary materials, electronic or otherwise, required to create and complete the project, and to supply them in a timely manner.

25.

South requires that a template is approved by the Client before coding of a site commences. Once the template(s) for the website are approved by the Client, coding will commence; any changes to navigation items, colours, structure or content that require changes to the template will incur an additional charge.

26.

Once web design is complete, South will provide the Client with the opportunity to review the resulting work. South will make one set of minor changes at no extra cost within 14 days of the start of the review period. Minor changes include small textual changes and small adjustments to placement of items on the page. It does not include changes to images, colour schemes or any navigation features. Any minor changes can be notified to South by e-mail.

27.

South will consider that the Client has accepted the original draft if no notification of changes is received in writing from the Client within 14 days of the start of the review period.

28.

South and all partners, contractors and suppliers working with South for web development projects are bound to the following coding standards. South will deploy these coding standards for normal website development unless written agreement between South and the Client specifically specifies otherwise.

29.

In order to fully realise Clients’ websites’ full potential in all modern web browsers, South requires implementation of CSS3, HTML 5, Javascript and JQuery.

30.

South will develop a website in accordance with modern web standards.

31.

Full Functionality/Design Realisation: Desktop: Chrome 57+, Firefox 52+, Safari 10+, Edge 16+, Opera 44+ Mobile: iOS Safari iOS10+, Android Chrome Nougat+.

32.

Partial Functionality/Design Realisation: (there is no guarantee of full compatibility on these browsers): Desktop: Internet Explorer 11.

33.

No specific support considerations will be made for browsers older or proceeding those listed above. If required, older browser compatibility will incur an additional charge.

34.

Website Warranty Period “Support Services” means commercially reasonable technical support and assistance to maintain and update the Deliverables, including correcting any errors or deficiencies, but shall not include the development of enhancements to the project or other services outside the initial scope of the proposal. South’s warranty period will last one month post go-live. Additional time shall be billed at South’s regular hourly rate then in effect upon the date of the request for additional support.

35.

Post-launch ongoing website support and maintenance, modifications and operations can be negotiated separately, stipulated in an independent agreement.

36.

South offers limited hosting services through an outsourced virtual server. South does not guarantee continuous service and will accept no liability for loss of service, whatever the cause.

37.

South may request that Clients change the type of hosting account used if that account is deemed by South to be unacceptable because of poor service, lack of bandwidth or in any other way insufficient to support the website. Fees for hosting on South’s virtual server are due at the commencement of any period of service and are non-refundable.

38.

Fees due to third-party hosting organisations are the responsibility of the Client and South is not liable for their payment, nor for the renewal of domain names, which are the sole responsibility of the Client.

39.

South cannot guarantee the availability of any domain name. Where South is to register a domain name on behalf of a Client it will endeavour to do so but the Client should not assume a successful registration.

40.

South will not guarantee any particular placement within any search engine. Acceptance by any search engine cannot be guaranteed, and when a site is accepted the time it takes to appear in search results varies from one search engine to another. Rankings will also vary as new sites are added. South recommends that Clients use a professional SEO company and is happy to provide details of such companies, but accepts no responsibility for their services.

41.

The Client agrees to allow South to place a small credit on printed material, exhibition displays and advertisements and/or a link to South’s website on the Client’s website. This will usually be in the form of a small logo or line of text placed within website content.

The Client also agrees to allow South to place websites and other designs, with a link to the Client’s site, on South’s website for demonstration purposes and to use any designs in its own publicity and portfolios.

42.

South reserves the right to use both initial creative concepts and final approved design work for the purposes of South’s marketing activities (both online and offline) unless otherwise agreed with the Client.