hello@digitalhalos.co.nz

Terms and conditions of service

In these Terms, when we say you or your, we mean both you and any entity you are authorised to represent (such as your employer). When we say we, us, or our, we mean Digital HaloS Limited (NZCN 9325412). We and you are each a Party to these Terms, and together, the Parties.
These Terms form our contract with you, and sets out our obligations as a service provider and your obligations as a customer. You cannot use our Services unless you agree to these Terms.
Some capitalised words in these Terms have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms.
For questions about these Terms, or to get in touch with us, please email: hello@digitalhalos.co.nz.
These Terms were last updated on 10 April 2025

1. Engagement and Term

1.1 These Terms apply from the Commencement Date until the date that is the earlier of:

  • the date set out in the Proposal;
  • the date the Services are completed (as reasonably determined by us); or
  • the date on which these Terms are terminated,

(Term)

2. Services

2.1 In consideration of your payment of the Price, we will provide the Services in accordance with these Terms, whether ourselves or through our Personnel. Services may include website design services and/or marketing services as specified in the Proposal.

2.2 If these Terms express a time within which the Services are to be supplied, we will use reasonable endeavours to provide the Services by such time, but you agree that such time is an estimate only.

2.3 All variations to the Services must be agreed in writing between the Parties and will be priced in accordance with any schedule of rates provided by us, or otherwise as reasonably agreed between the Parties. If we consider that any instructions or directions from you constitute a variation to the scope of the Services or our obligations under these Terms, then we will not be obliged to comply with such instructions or directions unless agreed in accordance with this clause.

3. Approval and Acceptance Testing

3.1 Prior to the completion of any Deliverable, we will provide you with a mock-up or draft version for your review and approval.

3.2 You will have [5] Business Days from receipt of the mock-up or draft to review and either:

  • approve the Deliverable; or
  • provide specific written feedback detailing any requested changes or revisions.

3.3 If you request changes, we will make reasonable efforts to incorporate your feedback and provide a revised version within [10] Business Days. You are entitled to [two] rounds of revisions at no additional cost.

3.4 After the initial submission and two rounds of revisions, if further changes are requested:

  • we may charge additional fees for any further revisions, which will be agreed upon in writing before proceeding; or
  • we may deem the Deliverable complete if we mutually agree that no further revisions are feasible within the scope of the Services.

3.5 Your approval of a Deliverable must not be unreasonably withheld or delayed. If you do not respond within the [5] Business Day review period for each round of revisions, the Deliverable will be deemed approved.

3.6 Once you have approved the Deliverable, or after the completion of two rounds of revisions (whichever comes first), the Deliverable will be considered final and ready for implementation or use, subject to the payment terms in clause 5 and the restrictions in clause 7.

4. Your Obligations

4.1 You agree to (and to the extent applicable, ensure that your Personnel agree to):

  • comply with these Terms, all applicable Laws, and our reasonable requests;
  • provide us with all documentation, information, instructions, cooperation and access reasonably necessary to enable us to provide the Services; and
  • not (or not attempt to) disclose, or provide access to, the Services to third parties without our prior written consent.

4.2 You agree to pay our additional costs reasonably incurred as a result of you failing to comply with this clause 3.

5. Price and Payment

5.1 In consideration for us providing the Services, you agree to pay all amounts due under these Terms in accordance with the Payment Terms. Unless otherwise agreed in writing, our standard payment structure is as follows:

For website design Services:

  • an initial invoice for one-third (1/3) of the total Price as an upfront build fee;
  • a second invoice after design approval; and
  • a final invoice upon completion of the Services.

For marketing Services:

  • Monthly payments as per the agreed Retainer fee structure.

Our standard payment term is 7 days from the date of invoice, unless otherwise agreed in writing. We may, at our discretion, agree to custom payment arrangements for specific clients.
Any third-party costs for payment by you that are associated with the Services (such as website hosting fees or marketing tool subscriptions) will be transparently disclosed in our Proposal.
If any payment has not been made in accordance with the Payment Terms, we may (at our absolute discretion, and without prejudice to any of our rights or remedies under these Terms or at Law):

  • after a period of 5 Business Days from the relevant due date, cease providing the Services, and recover, as a debt due and immediately payable from you, our reasonable additional costs of doing so (including all recovery costs); and/or
  • charge interest at a rate equal to the Reserve Bank of New Zealand’s cash rate, from time to time, plus 2% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the relevant due date in accordance with the Payment Terms.

When applicable, Goods and Services Tax (under the Goods and Services Tax Act 1985 (GST) payable will be clearly shown on our invoices. You agree to pay us an amount equivalent to the GST imposed on these charges.

6. Intellectual Property

6.1 As between the Parties:

  • we own all Intellectual Property Rights in Our Materials;
  • you own all Intellectual Property Rights in Your Materials; and
  • nothing in these Terms constitutes a transfer or assignment of any Intellectual Property Rights in Our Materials or Your Materials.

6.2 As between the Parties, ownership of all Intellectual Property Rights in any New Materials will, after payment by you in full of the Price relevant to those New Materials, vest in you. Until full payment is received, we retain ownership of all Intellectual Property Rights in the New Materials. This includes, but is not limited to, website designs, marketing materials, and advertising campaigns created for you.

6.3 You grant us a non-exclusive, irrevocable, royalty-free, worldwide, non-sublicensable (other than to our related bodies corporate, as that term is defined in the Companies Act 1993) and non-transferable right and licence, to use Your Materials that you provide to us and the New Materials, for the purpose of performing our obligations or exercising our rights under these Terms.

6.4 We grant you a non-exclusive, revocable, royalty-free, worldwide, non-sublicensable and non-transferable right and licence, for the duration of the Term, to use Our Materials that we provide to you solely for your use and enjoyment of the Services, as contemplated by these Terms.

6.5 If you (if you are an individual) or any of your Personnel have any Moral Rights in any material provided, used or prepared in connection with these Terms, you agree to (and will procure that your Personnel) consent to our use or infringement of those Moral Rights.

6.6 This clause 6 will survive termination or expiry of these Terms.

7. Restriction on Commercial Use

7.1 Notwithstanding any other provision in these Terms, you agree that any website, marketing materials, or other Deliverables created by us as part of the Services may not be used for commercial purposes until we have received payment in full for all Services rendered.

7.2 Commercial purposes includes, but is not limited to, using the Deliverables to generate revenue, promote products or services, or conduct business operations.

7.3 Upon receipt of full payment, this restriction will be automatically lifted, and you will have full commercial use rights.

8. Confidential Information

8.1 Subject to clause 8.2, each Party must (and must ensure that its Personnel) keep confidential, and not use (except to perform its obligations under this Agreement) or permit any unauthorised use of, information provided by the other Party, including information about this Agreement and the other Party’s business and operations.

8.2 Clause 8.1 does not apply where the disclosure is required by Law or the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with these Terms and provided that the disclosing Party ensures the adviser complies with the terms of clause 8.1.

8.3 This clause 7 will survive the termination of these Terms.

9. Consumer Law

9.1 Certain legislation, including the Consumer Guarantees Act 1993 and Fair Trading Act 1986, and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the supply of the Services by us to you which cannot be excluded, restricted or modified (Consumer Law Rights). To the extent that you maintain Consumer Law Rights at Law, nothing in these Terms excludes those Consumer Law Rights.

9.2 If you are a business, you agree and represent that you are acquiring the Services for the purposes of trade. The Parties agree that:

  • to the maximum extent permitted by law, the Consumer Guarantees Act 1993 and sections 9, 12A and 13 of the Fair Trading Act 1986 do not apply to the supply of the Services or the Agreement; and
  • it is fair and reasonable that the Parties are bound by this Agreement, including this clause.

9.3 This clause 9 will survive the termination or expiry of these Terms.

10. Liability

10.1 Despite anything to the contrary but subject to your Consumer Law Rights, to the maximum extent permitted by Law:

  • neither Party will be liable for Consequential Loss;
  • a Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure by that other Party to mitigate its loss; and
  • our Liability is limited (at our discretion) to supplying the Services again or paying the cost of having the Services supplied again; and
  • our aggregate liability for any Liability arising from or in connection with these Terms will be limited to the Price paid by you to us in respect of the supply of the relevant Services to which the Liability relates.

10.2 Despite anything to the contrary in this Agreement, to the maximum extent permitted by law, you are liable for, and agree to make good, indemnify us and hold us harmless in respect of, any Liability that we may suffer, incur or otherwise become liable for, arising from or in connection with:

  • acts or omissions of you or your Personnel (including your or their use of the Services); or
  • any information, documentation, specifications or directions given by you or your Personnel.

10.3 This clause 10 will survive the termination or expiry of these Terms.

11. Termination

11.1 Either Party may terminate these Terms at any time by giving 30 days’ notice in writing to the other Party, except for Retainer arrangements as specified at clause 11.2.

11.2 For Retainer arrangements, in the event of early termination:

  • You may choose to either:
    • complete the agreed term of the Retainer; or
    • pay for the agreed Services up to the date of termination, plus any reasonable costs we have incurred in anticipation of continuing to provide the Services for the full term.
  • We reserve the right to charge a reasonable fee for work completed or resources allocated under Retainer arrangements.

11.3 These Terms will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:

  • the other Party (Defaulting Party) breaches a material term of these Terms and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
  • the Defaulting Party goes bankrupt, insolvent or is otherwise unable to pay its debts as they fall due.

11.4 Upon expiry or termination of these Terms:

  • we will immediately cease providing the Services;
  • you agree to cease use of any marketing materials, campaigns, or strategies developed by us unless full payment has been received for these materials;
  • without limiting and subject to your Consumer Law Rights, any payments made by you to us for Services already performed are not refundable to you;
  • you are to pay for all Services provided prior to termination, including Services which have been provided and have not yet been invoiced to you, and all other amounts due and payable under these Terms;
  • by us pursuant to clause 11.2, you also agree to pay us our additional costs, reasonably incurred, and which arise directly from such termination (including recovery fees); and
  • we may retain your documents and information (including copies) to the extent required by Law or pursuant to any information technology back-up procedure, provided that we handle your information in accordance with clause 7.

11.5 Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.

11.6 This clause 11 will survive the termination or expiry of these Terms.

12. General

12.1 Amendment: Subject to clause 2.3, these Terms may only be amended by written instrument executed by the Parties.

12.2 Assignment: Subject to clauses 12.3 and 12.10, a Party must not assign, novate or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).

12.3 Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party.

12.4 Disputes: A Party may not commence court proceedings relating to any dispute arising from, or in connection with, these Terms (Dispute) without first meeting a representative of the other Party within 10 Business Days of notifying that other Party of the Dispute. If the Parties cannot resolve the Dispute at that meeting, either Party may refer the Dispute to mediation administered by the New Zealand Disputes Centre.

12.5 Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under these Terms if such delay or failure is caused or contributed to by a Force Majeure Event, provided that the Party seeking to rely on the benefit of this clause:

  • as soon as reasonably practical, notifies the other Party in writing details of the Force Majeure Event, and the extent to which it is unable to perform its obligations; and
  • uses reasonable endeavours to minimise the duration and adverse consequences of the Force Majeure Event.

Where the Force Majeure Event prevents a Party from performing a material obligation under these Terms for a period in excess of 60 days, then the other Party may by notice terminate these Terms, which will be effective immediately, unless otherwise stated in the notice. This clause will not apply to a Party’s obligation to pay any amount that is due and payable to the other Party under these Terms.

12.6 Governing Law: These Terms are governed by the laws of New Zealand. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New Zealand and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

12.7 Notices: Any notice given under these Terms must be in writing addressed to the addresses set out in these Terms, or the relevant address last notified by the recipient to the Parties in accordance with this clause. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

12.8 Publicity: Despite clause 7, with your prior written consent, you agree that we may advertise or publicise the broad nature of our supply of the Services to you, including on our website or in our promotional material.

12.9 Relationship of Parties: These Terms are not intended to create a partnership, joint venture, employment or agency relationship between the Parties.

12.10 Subcontracting: We may subcontract the provision of any part of the Services without your prior written consent. We agree that any subcontracting does not discharge us from any liability under these Terms and that we are liable for the acts and omissions of our subcontractor.

13. Definitions

In these Terms, unless the context otherwise requires, capitalised terms have the meanings given to them in the Proposal, and:

Business Day means a day on which banks are open for general banking business in Auckland, New Zealand, excluding Saturdays, Sundays and public holidays.

Commencement Date means the date that is the earlier of:

  • the date that you accept the Proposal;
  • the date that you ask us to begin supplying the Services; or
  • the date that you make part or full payment of the Price.

Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us the Price and any Expenses will not constitute “Consequential Loss”.

Consumer Law Rights has the meaning given in clause 9.1.

Deliverables means any materials, goods, items or other deliverables forming part of the Services, as particularised in the Proposal.

Expenses means any third party costs or disbursements, reasonably and directly incurred by us and approved in advance by you for the purpose of the supply of the Services.

Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.

Intellectual Property Rights or Intellectual Property means any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law in relation to any copyright, designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing, whether or not registered or registrable.

Law means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any government or similar authority with the power to bind or impose obligations on the relevant Party in connection with these Terms or the supply of the Services.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to these Terms or otherwise.

Moral Rights has the meaning given in the Copyright Act 1994 and includes any similar rights in any jurisdiction in the world.
New Materials means all Intellectual Property developed, adapted, modified or created by or on behalf of us or you or any of your or our respective Personnel in connection with these Terms or the supply of the Services, whether before or after the Commencement Date and any improvements, modifications or enhancements of such Intellectual Property, but excludes Our Materials and Your Materials.

Our Materials means all Intellectual Property which is owned by or licensed to us and any improvements, modifications or enhancements of such Intellectual Property, but excludes New Materials and Your Materials.

Payment Terms means the timings for payment of the Price and any Expenses, as set out in the Proposal.

Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but in respect of you, does not include us.

Price means the price set out in the Proposal, as adjusted in accordance with these Terms.

Proposal means the document to which these Terms are attached or incorporated.

Retainer means an ongoing fee for the provision of Services on a regular basis for a specified period, as detailed in the Proposal.

Services means the services set out in the Proposal, as adjusted in accordance with these Terms.

Terms means these terms and conditions and any documents attached to, or referred to in, each of them.

Your Materials means all Intellectual Property owned or licensed by you or your Personnel before the Commencement Date (which is not connected to these Terms) and/or developed by or on behalf of you or your Personnel independently of these Terms and any improvements, modifications or enhancements of such Intellectual Property, but excludes Our Materials and New Materials.