Terms & Conditions

In order to become a user of any ENVY DESIGNS LIMITED (trading as Envy Web & Design) services, you must agree to the following terms and conditions.

Your agreement to these terms will be indicated to us by your acceptance of any quotes or estimates prepared for you by ENVY DESIGNS LIMITED, any signed agreements or your use of any ENVY DESIGNS LIMITED Services, whichever occurs first.

The following terms of business apply to any or all of the Services to be provided by ENVY DESIGNS LIMITED to you. Services are defined as Domain Name Registration, Website Hosting, Email Hosting, Search Engine Optimisation, Website Design & Development, Graphic Design, Brand Identity Design/Branding and Copywriting, as well as any related services that the client engages ENVY DESIGNS LIMITED to undertake on their behalf.

Special Terms of Contracts

Search Engine Optimisation Services Terms

Search Engine Optimisation (“SEO”) is a process of applying various techniques to improve the ranking (or visibility) of a website or web page in a search engine’s unpaid, organic results. Different search engines use different formulas for ranking a website or a web page and, from time to time, a search engine may change the formulas it uses for that purpose. We have no control whatsoever over the search engine or the changes a search engine may make to its formulas. When a search engine changes its formulas for ranking websites or web pages, your rankings with that particular search engine may be positively or negatively impacted. You acknowledge and agree that where you have purchased SEO services from us we will not be held responsible for any changes (adverse or otherwise whatsoever) in your rankings as a result of changes made by a search engine to its formulas for ranking a website or a webpage.
Whilst we will try to improve the position of your website in the Search Engine results in response to a search request, we do not warrant that this effort will be successful.
We cannot be held responsible for any changes to the position of your website in the Search Engines results pursuant to the provision of search engine optimisation services by us.

Web Design Services Terms

Revisions: Revisions to the website design may be made only by the Client during the Preliminary Design phase (ended upon verbal or written agreement that the concept website design(s) are suitable to be used for the website build). Design revisions made after this point may add additional time to the project. The website estimate allows for one round of revisions to the development site after it has been reviewed by the client. If you require additional rounds of revisions, these may add additional time to the project which will be applied to the final invoice.
Provision of Content: All website content must be provided by you before we will begin the project. If your data is not supplied within two (2) months, ENVY DESIGNS LIMITED (the Agency) reserves the right to place your project on administrative hold. If no data is supplied within six (6) months of invoice, we reserve the right to cancel your project with no refund of the deposit. You may request an Administrative Hold of your project for up to six (6) months at a cost of $100. We will stop working on the project until you advise us that you are ready to move forward. ENVY DESIGNS LIMITED will resume working on the project when all current projects are completed. If you exceed six (6) months of the project being held, we will terminate the project and all monies paid by you to us will be forfeited, with no refunds available.
(b) In order to meet the estimated time-frame and budget, the Agency requires that all documentation relating the design and content of the website (images, text, videos, graphical elements) is supplied by the Client in a finished, non-editable form such as a Word document, PDF or PowerPoint document, by email, or in a Dropbox/Google Drive Folder, prior to the start of the website design & build – the agency will start on the website design once images and text have been supplied. The Agency will not work from editable documents that are subject to change after delivery – such as those created in Google Docs. If an online sharing folder is used to supply the content, this must not be added to during the project build as The Agency will not be checking it after downloading contents at the time of provision to us. Any additions past this point, must be emailed through for us to receive, with clear instructions. If this changes the scope of the project, we require this in writing (as per note 9) so that we can advise on any associated impacts on time and/or budget.
1. All text content must be provided already proof-read and ready for publication; spell-checked and grammar checked. Any time spent updating supplied copy in the revision phase may be subject to additional charges if this pushes the project out of the budgeted hours. The Agency is only responsible for proof reading content created by the agency.
2. You warrant that the materials or content you provide to us, or that are provided to us on your behalf, will not breach any rights (including Intellectual Property Rights or Moral Rights) of any third party; or compromise the security or operation of our computer systems, through a virus or otherwise. We will only upload content to your website if:
  (i) You own the copyright
  (ii) The owner grants a valid licence
  (iii) Legal counsel can provide a reasonable assurance that the copying is ‘fair use’ of the work
  (iv) Legal counsel agrees that the work is in the public domain
3. In the case of a website rebuild, when content is added on the live (old/existing) website during the building of the new website (such as new blog posts or portfolio items) it is either (e) the responsibility of the client to update after the new site goes live (NOTE: you will need to have a copy of the new content saved in some place other than just the existing website, as that will not be available once the new website goes live) (f) or the Agency can add these elements to the new website prior to launch, but this will be at an additional charge at our standard hourly rate, and we must be advised of this work and provided with the content by email. You are responsible to keep a copy of any existing website which we may replace pursuant to the provision of web design services including all databases and hosted files.
Purchase of Stock Images, Fonts, Photography, Audio or Video
1. Unless specified in the estimate, the estimates do not include any searches for, or purchase of, stock images, commercial fonts, photography, audio or video.
2. You can provide stock images, commercial fonts, audio or video, or we can purchase them on your behalf. When any stock images or commercial fonts are purchased on your behalf, the Agency may be the license holder and the image or font can only be used under the terms of the license/s. The agency may pass the associated costs onto the client.
3. You indemnify, and agree to keep the Agency’s directors and employees indemnified, against all Loss arising out of the breach of these licenses. Standard stock images will be charged according to the Stock Image Rates.
4. Costing for any font, photography, audio or video required will be provided for approval separately via quote or estimate. Ownership of the finished photography, audio or video will be transferred to you upon full payment of all issued invoices. The Agency retains ownership of all working files.
Your Approval
1. Your approval may be required for a number of items (Approval Item) presented to you: project brief; design concepts; each updated version of the chosen design concept; completed design; technical specifications; database schema/architecture; completed deliverable including uploaded content; Additional quotes or estimates; and any other item for which we request your approval.
2. When we provide you with any Approval Item, you must notify us in writing whether you do or do not accept the item within five (5) business days. If no feedback is provided within this time, ENVY DESIGNS LIMITED reserves the right to move forward with the project, assuming no changes have been requested and that work is accepted in its current form. Any changes requested past this time are subject to our standard development rates.
3. Your acceptance of the completed Item in accordance with the paragraph above, means that the Item is complete, and no further amendments are necessary. However, we will not proceed to the next Stage of the Project until we receive your approval to proceed.
4. There may be Additional Costs in having to reschedule projects, facilitate continuance due to unplanned delays in obtaining approval.
Proofing
Proofs of all work may be submitted for Clients approval and ENVY DESIGNS LIMITED shall incur no liability for any errors not corrected by the Client in proofs submitted. Additional charges shall be made for any additional proofs that are required as a result of alterations required by the Client.
Ownership: Client continues to own any and all proprietary information it shares with the Agency during the term of this Agreement for the purposes of the Project. The Agency has no rights to this proprietary information and may not use it except to complete the Project. The rights granted to the Client are for the full usage of the Final Design of the website. While the Agency will customize the Client’s Website to Client’s specifications, the Client recognizes that websites generally have a common structure and basis. the Agency continues to own any and all template designs it may have created prior to this Agreement. the Agency will further own any template designs it may create as a result of this Agreement.
Meetings: All meetings (whether in person, on the phone, by Skype or any other means) are subject to additional charges on top of the estimated project cost. To keep website build time down, we do not include meeting time in the project estimate.
Client Responsibilities: The Client acknowledges that it is responsible for performing the following in a reasonable and timely manner:
(a) Provide all Client Content (text, images, videos, graphical elements) prior to the start of the website build in a form suitable for use in the Deliverables without further preparation by The Agency, unless otherwise specified in the Quote or Project Proposal;
(b) Proofread all Deliverables. Client will be charged for correcting errors after the acceptance of any Deliverable;
(c) Make decisions regarding third parties or explicitly direct The Agency to make those decisions. This needs to be formally communicated (IE: by email).
(d) In the case of a website rebuild where you have an existing hosting account and are transferring your hosting to ENVY DESIGNS LIMITED, it is your responsibility to close down the old account once the new website goes live on our servers. We can provide support and assistance in this process. Hosting charges with ENVY DESIGNS LIMITED will start from the date the new website goes live on our server.
Web Hosting: (a) Unless specified prior to creating the estimate, all website estimates are based on the Client’s new website being deployed to the ENVY DESIGNS LIMITED hosting platform. If the Client wished to use a different website host – additional time will be needed to deploy the website, and it also may also add time to updates and maintenance in the future.
(b) Hosting Charges: Website hosting is paid a year in advance, for 12 months at a time. A 10% discount for annual payment is applied. We will advise which of the four packages available (Bronze, Silver, Gold and Platinum) is appropriate for the size of your website. Hosting can also be upgrade to a care plan, which includes monthly support.
(c) Staging Hosting: Once the website is ready for review by the Client, it will be loaded onto our staging server. After a four-week period of the Client being informed of the site being available for review, hosting charges will begin at full rate (8b). The four-week staging discount is only applicable for websites developed in-house by the ENVY DESIGNS LIMITED.
Changes to Project Scope: If the Client wants to change the Scope of Work after acceptance of this Agreement, the Client shall send The Agency a written Change Request describing the requested changes in detail. The Agency will respond with a statement proposing The Agency’s availability, additional fees, changes to delivery dates, and any modification to the Terms and Conditions. Time necessary to respond to Change Requests will be charged out The Agency’s standard support rate of $75 per hour (excluding GST – Rates as of 29/08/2023. Subject to change at any time at the Agency’s discretion). The Agency will evaluate each Change Request at its standard rate and charges. The Client must respond in writing accepting or rejecting the new proposal. If Client rejects the proposal, The Agency will not be obligated to perform any services beyond those in the original Agreement.
Electronic Images and/or files: It is the customer’s responsibility to retain a copy of any image or file supplied by the Client to the Agency. The Agency is not responsible for accidental damage to any electronic material supplied and such material is held at the Client’s risk. The Client is also responsible to make a backup of all final files and store them safely. The Agency makes no promise of keeping design files indefinitely.
Cancellation Fees: In the event of Cancellation, the Agency will be compensated for services performed from the Effective Date through to the date of cancellation. Upon cancellation all rights to the website revert to the Agency.
Third Party Software
On occasion, we may recommend you to purchase or we may provide Third Party Software as part of the Project. You acknowledge that:
(a) we have limited control over the functionality or operation of the Third Party Software;
(b) if the third parties provide data or other information for use with the Software, we have no control over the accuracy or completeness of that information;
(c) you accept and must comply with the terms and conditions of the Third Party Software providers;
(d) Third Party Software providers may invoice you directly for ongoing costs relating to your use of the Software, or you may be invoiced through ENVY DESIGNS LIMITED; and
(e) time investigating or debugging Third Party Software will be billed to the client.
Fees for Third Party Software may change from time to time. The new prices if not supplied directly by the provider will apply from the date that we notify you.
Payment Terms: (a) Payment terms for your project will be defined by either:
– Milestones Project – Payment Terms of the project to be defined by the Milestones Document. A Pre-Requirements Specification non-refundable deposit of $2000.00 may apply. This is most commonly applicable to custom development projects.
–$5000.00 or less – payment is due in two parts: a non-refundable 50% deposit at the beginning of the project, and the final 50% at the completion of the project, prior to the website going live (or at the Agency’s sole discretion).
– Upwards of $5000.00 – payment is due in two parts: a non-refundable deposit of 50% or $4000.00 whichever is the lesser figure, , and the final 50% (or the remaining balance) at the completion of the project, prior to the website going live (or at the Agency’s sole discretion).
If the project time frame is lengthened beyond expectation due to delays client-side, then ENVY DESIGNS LIMITED reserve the right to request early payment on all, or part, of the final 50% prior to website completion.
(b) Our standard payment period is ten (10) days. Any invoice that is not paid within one calendar month will be subject to a late payment fee. A revised invoice will be sent to your nominated e-mail address. The late payment amount is determined by the invoice total;
– If the invoice is under NZ$1000+GST, then a flat fee of NZ$20 will be added to your invoice
– If the invoice is over NZ$1000+GST, then late payment shall incur interest at the rate of 3% per month on outstanding balances calculated on a monthly basis. If subscription fees are overdue (web hosting, domains, email), ENVY DESIGNS LIMITED is entitled to disconnect any Services supplied.
Project Estimate
The price outlined in your accepted Website Estimate is an estimation of the time it will take to complete the project. We always attempt to be as accurate as possible, however if a project exceeds the estimated hours, we will communicate that with you throughout the project and any variance will be applied to the final invoice.
Confidentiality. During the course of this Agreement, it may be necessary for the Client to share proprietary information, including trade secrets, industry knowledge, and other confidential information, to the Agency in order for the Agency to complete the Website in its final form. The Agency will not share any of this proprietary information at any time, even after the Agreement is fulfilled. The Agency also will not use any of this proprietary information for his/her personal benefit at any time, even after the Agreement is fulfilled.
Credits and Promotion: A credit line suitable to the design of the pages will be used. Client agrees to pay an additional fifty percent (50%) of the total fee, excluding expenses, for failure to include credit line. The Agency reserve the right to include screen shots of the completed work in their portfolio.
Permissions and Releases: The Client agrees to indemnify and hold the Agency harmless against any and all claims, costs, and expenses, including attorney’s fees, due to materials included in the Design at the request of the Client for which no copyright permission or privacy release was requested, or for which uses exceed the uses allowed pursuant to a permission or release.
Website Transfer: In the event that the Client wants to move the website to another developer, time required to prepare files and backups will be billed at the standard hourly rate. There is an expectation of a reasonable amount of notice to be given for such an arrangement.
Website Maintenance and Bug Fixing: (a) We seek to provide a 99.9% uptime, but we do not provide a guarantee for this service. Where possible, we will seek to communicate any server maintenance to the Client prior to undertaking the work, and where necessary we will schedule any downtime in a low-usage period. User error is not part of our responsibility and time needed to rectify any resulting issues will be charged at our standard hourly rate.
1. (b) All websites require ongoing care and maintenance to ensure they run smoothly and at optimal performance. At the minimum, the Agency requires that all websites have an Annual Check-Up. The Agency’s Annual Check-Up pricing refers to a website that is on the Agency’s server. Additional time is likely to be required if the Client wishes to host their website on another hosting platform.
  (c) At times websites require bug fixing. This is outside of both the agency and the client’s control, so we charge a discounted rate to reflect this. When problems with your website arise, we will fix them as fast as possible, and bill you on the reduced bug fixing rate, at our sole discretion.
Enhancements: The services in the Warranty Period and the Maintenance Period do not include enhancements to the Project or other services outside the scope of the Proposal.
During the Maintenance Period, Client may request that The Agency develop enhancements to the Deliverables. The Agency shall exercise commercially reasonable efforts to prioritize The Agency’s resources to create such enhancements. Client understands The Agency may have pre-existing obligations that may delay requested enhancements. Any enhancements shall be provided on a time and materials basis at The Agency’s standard rate.
Termination: This agreement shall begin when both parties sign and shall continue until all Services are complete and delivered, or until the Agreement is Terminated. Termination for Cause – Either party may terminate this agreement at any time, on 30 days prior written notice. If the other party breaches any of its material responsibilities or obligations under this Agreement and fails to cure that breach during that 30-day period. In the event of termination, Client shall pay The Agency for the Services performed through the date of termination in the amount of a prorated portion of the fees due. Client shall pay all Expenses, Fees, and Additional Costs incurred through the date of termination.
Delays: Illness, injury, or other events beyond the Agency’s control, such as: fire, theft, computer failure, and Acts of God may result in a delay of unpredictable length.
Limitation of liability: Under no circumstances shall either party be liable to the other party or any third party for any damages resulting from any part of this agreement such as, but not limited to, loss of revenue or anticipated profit or lost business, costs of delay or failure of delivery.
Dispute Resolution: Any dispute arising out of this agreement will be resolved by negotiation between the parties. A waiver of a breach of any of the provisions of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions. This Agreement shall be governed by the laws of New Zealand

(a) Negotiation: We want to work any dispute out. In the event of a dispute, the Parties agree to work towards a resolution through good faith negotiation.
(b) Mediation/Arbitration: If necessary, either Party may initiate mediation or binding arbitration in a forum mutually agreed to by the Parties.
(c) Litigation: If litigation is necessary, this Agreement will be interpreted based on the laws of the New Zealand regardless of any conflict of law issues that may arises. The Parties agree that the dispute will be resolved at a court of competent jurisdiction in New Zealand.

Website Hosting/Email Services Terms

ENVY DESIGNS LIMITED provides dedicated web hosting to numerous clients and has a responsibility to protect each client and to provide the best services available. The following guidelines are designed to ensure that these obligations are met.

We specifically exclude any warranty as to the accuracy or quality of information received by any person via the Server and in no event will we be liable for any loss or damage to any data stored on the Server. You are responsible for maintaining insurance cover in respect of any loss or damage to data stored on the Server. You warrant to us that you will only use your assigned website for lawful purposes. In particular, you further warrant and undertake to us that:
1. you will not, nor will you authorise or permit any other person to, use the Server in violation of any law or regulation;
2. you will not knowingly or recklessly post, link to or transmit any material: i. that is unlawful, threatening, abusive, harmful, malicious, defamatory, violent or teaching violence, obscene, pornographic, profane or otherwise objectionable in any way; or ii. containing a virus or other hostile computer program; iii. that shall constitute or encourage a criminal offence, give rise to civil liability or that violates or infringes any trade mark, copyright, other intellectual property rights or similar rights of any person under the laws of any jurisdiction;
3. you will conform to the standards made available by us from time to time and will not yourself, and will ensure that none of your end users, make excessive or wasteful use of the Server to our detriment or that of our other customers.
You are responsible for sending mail in accordance with any relevant legislation, including but not limited to the New Zealand Spam Act (2007) and for sending the same in a secure manner. We will take all reasonable steps to ensure accurate and prompt routing of messages but we will not accept any liability for non-receipt or misrouting or any other failure of email.
1. You will not use the Server for any mass mailouts; it is only to be used for sending operational emails. The sending of unsolicited e-mail is STRICTLY prohibited. In the event of deliberate transmission of unsolicited commercial email (UCE), ENVY DESIGNS LIMITED reserves its right to terminate services without prior notification.
Content: You warrant, undertake and agree that:
1. any transactions within your website which are contracts for the sale of goods or services will be between you as the merchant and your end-user customer and you agree that we may include an exclusion of our liability in respect of such purchases and transactions in such form as we deem appropriate;
2. the information contained within your website will comply with all applicable law, and codes of practice governing the use of websites and related services, including, without limitation, those laws and/or codes of practice governing distance selling and data protection from time to time in force
3. you will keep secure any identification, password and other confidential information relating to your account and you will notify us immediately of any known or suspected unauthorised use of your account, or any known or suspected breach of security, including loss, theft or unauthorised disclosure of your password information. Notwithstanding such notification you will be liable for any and all uses of your account (and website) notwithstanding any fraudulent or improper use of your password or any other access to any of the facilities we offer which is not unauthorised use or access by us.
All adult content and adult-related merchandising is prohibited on all ENVY DESIGNS LIMITED servers. This includes websites that may infer adult content or links to adult content elsewhere. Also prohibited are websites that promote any illegal activity or present content that may be damaging to Envy Design LTD servers or any other server on the internet. Links to such materials are also prohibited.
Whilst we shall use reasonable endeavours to ensure the integrity and security of the Server, we do not guarantee that the Server will be free from unauthorised users or hackers.
We do not warrant whatsoever that our virus protection services will stop every virus from reaching your computer network. We make no warranty that the service will be error free or free from interruption of failure, and the company expressly disclaims any express or implied warranty regarding system and/or service availability, accessibility, or performance.
If applicable, you agree to accept additional charges for the transit of IP traffic above and beyond the amount specified in the Service. All excess data will be charged at the rate of $1.50 per 1GB per month to the nearest whole MB. These charges will be applied to your annual website hosting invoice as required.
The provision by us of the Website Hosting Services is contingent upon our having received payment in full from you in respect of the relevant Services. Without prejudice to our other rights and remedies under this agreement, if any sum payable is not paid on or before the due date, we reserve the right, forthwith and at our sole discretion, to suspend the provision of Services to you.
We reserve the right to refuse, cancel, or suspend service at our sole discretion. Failure to follow any term or condition will be grounds for immediate account deactivation.

Domain Name Registration Terms

We can manage your domain name/s on your behalf and invoice you. Domain names are $28.50+GST for .co.nz and $29.50+GST for .com per year (as at 16/01/2024), and can be renewed for 1,2,3,4+ years at a time. (This price is set by the provider. & is subject to change at any time.)
We do not warrant or guarantee that the domain name applied for will be registered in your name or is capable of being registered by you. Accordingly, you should take no action in respect of your requested domain name(s) until you have been notified that your requested domain name has been registered.
Both the registration of the domain name and its ongoing use are subject to the relevant naming authority’s terms and conditions of use and you are responsible for ensuring that you are aware of those terms and conditions and can and do comply with them. You irrevocably waive any claims you may have against us in respect of the decision of a naming authority to refuse to register a domain name and, without limitation agree that the administration charge paid by you to us shall be non-refundable in any event.
When your domain name is nearing its renewal/expiry date, we will be in touch to ask how long you wish to renew it for. If we do not hear back from you in time about a renewal, our standard renewal period of two years will be applied.
We accept no responsibility in respect of the use of a domain name by you and any dispute between you and any other individual or organisation regarding a domain name must be resolved between the parties concerned and we will take no part in any such dispute. We reserve the right, on our becoming aware of such a dispute, at our sole discretion and without giving any reason, to either suspend or cancel the domain name, and/or to make appropriate representations to the relevant naming authority.

Brand Identity Design/Branding Terms

Goods and services tax: All quotations are priced gst exclusive unless shown as doing so. The agency shall be entitled to charge the amount of any goods and services tax payable when the work is invoiced.
Concepts & revisions: Logo designs will be submitted for your review via e-mail unless otherwise negotiated. Upon receipt of your feedback on these designs, the agency will make any needed changes to your favourite logo design until you are satisfied. All packages allow for up to three rounds of revisions to the initial design concepts and two rounds to the colour concepts. Further revisions will incur additional costs at the agency’s current hourly rate.
Meetings: One (1) hour phone/skype/face-to-face workshop is allowed for in the brand essentials package. One (1) hour phone call is allowed for in the brand standard package. The rest of the communication, and all communication in the basic package, is conducted via email – unless the agency decides a phone call would be beneficial. Meetings are available at the agency’s consultation rate of $75 per hour – additional to your package price.
Ownership: You, the client, have ownership of the final logo design for use in any media application that is beneficial to your business. The agency retains the right to use the final logo, or any versions of the logo created in the process, within printed and on-line portfolios, including promotional materials such as newsletters and advertisements. The client also gives ENVY DESIGNS LIMITED permission to use the client’s full name, business address, and/or website address, for testimonial purposes on their website, or other business related media. The client understands that it is the client’s responsibility to copyright the logo design and/or seek trademark. In the event of termination of our agreement, ENVY DESIGNS LIMITED owns the logo and has the right to complete, exhibit, and/or sell the logo design (not including business name). Furthermore, the agency owns all the logo design concepts created before the final logo design. The client understands that once the final invoice is paid in full, the client has the right to use the logo design in all media useful for business promotion and that the agency reserves the right to display the logo for business promotional use.
Originality: The agency affirms that our logo designs are original and therefore owns the rights granted under this agreement, and that the rights granted do not conflict any other agreement. If the design concept is based on another designer’s work that we have purchased the right to use for our client, this will be Communicated with you and a link to the original design provided for you to review.
File delivery: After the final logo design is approved, the logo design to you as a digital files (.jpg, .png, .pdf, and .eps graphics file formats).
Delays: Illness, injury or other events beyond the agency’s control, such as: fire, theft, computer failure, and acts of god may result in a delay of unpredictable length.
Electronic images and/or files: It is the client’s responsibility to retain a copy of any image or file supplied by the client to the agency. The agency is not responsible for accidental damage to any Electronic material supplied and such material is held at the client’s risk. The client is also responsible to make a backup of all final files and store them safely. The agency makes no promise of keeping design files (including final brand package) indefinitely.
Payment & price: Unless otherwise stated, payment of the products and services shall be made within 10 working days following the date of invoice. A 50% deposit is required before any work begins and the remaining payment before delivery of final logo package, after the final design is approved. The stated package price includes a set number of hours. If the project goes above those hours, we will communicate that with you, and additional hours will be charged at our current design rate.

Website Copywriting Terms

Our copywriting services may include SEO copy, website text content or blog writing. Our copywriting services include presentation of one copy and one round of alterations for each copy/blog.
Ownership of the finished copy will be transferred to you upon full payment of all issued invoices.

General Terms and Conditions

The following terms and conditions apply to the provision of all Services, including the registration of .nz .au .com and sub-domains the special terms for which are set out below:

Service Availability

We shall use reasonable endeavours to provide continuing availability of the Server and the Services but we shall not, in any event, be liable for Service interruptions or down time of the Server.

Intellectual Property Rights and Other Consents

You are solely responsible for obtaining any and all necessary intellectual property rights clearances and/or other consents and authorisations, including without limitation, clearances and/or consents in respect of your proposed domain name and merchant services agreements between you and the relevant financial institutions.

Indemnity

You agree to indemnify and keep indemnified and hold us harmless from and against any claim brought against us by a third party resulting from the provision of Services by us to you and your use of the Server, and in respect of all losses, costs, actions, proceedings, claims, damages, expenses (including reasonable legal costs and expenses), or liabilities, whatsoever suffered and howsoever incurred by us in consequence of your breach or non-observance of these terms.

Termination

We may terminate this agreement forthwith if you fail to pay any sums due to us as they fall due.
We may terminate this agreement immediately if you breach any of these terms and conditions, or if you are a company you go into insolvent liquidation, or if you are a person you are declared bankrupt.
On termination of this agreement, we shall be entitled immediately to block your website and to remove all data located on it. We will hold such data for a period of 30 days and allow you to collect it, at your expense ($150/hr), failing which we shall be entitled to delete all such data. We shall further be entitled to post such notice in respect of the non-availability of your website as we think fit.
If you wish to terminate your hosting services with ENVY DESIGNS LIMITED, you must do so in a written email to [email protected] selecting a read receipt before sending, otherwise your account will be automatically renewed for the same subscription period and you will be liable for, and immediately invoiced upon the commencement of, such additional subscription period. Specifically, ENVY DESIGNS LIMITED will not accept verbal instructions to terminate an account.
On receipt of your cancellation request, ENVY DESIGNS LIMITED will cancel your service at the first available opportunity.
There are no refunds or credits, once an invoice is generated, unless an invoice for a service is generated after a cancellation requested is submitted.

Invoicing & Payment

After the completion of any project work (Website Design & Development or Branding) we will invoice all support work & updates at the end of each calendar month.
Web hosting is invoiced annually at the anniversary of the start date.
All charges payable by you to us for the Services shall be in accordance with the relevant scale of charges and rates published in our client guide and shall be due and payable within ten (10) days of receipt of our invoice.
The provision by us of the Services is contingent upon our having received payment in full from you in respect of the relevant Services. Without prejudice to our other rights and remedies under this agreement, if any sum payable is not paid on or before the due date, we reserve the right, forthwith and at our sole discretion, to suspend the provision of Services to you.

Late Payment Fee

Our standard payment period is ten (10) days. Any invoice that is not paid within one calendar month will be subject to a late payment fee. A revised invoice will be sent to your nominated e-mail address. The late payment amount is determined by the invoice total; If the invoice is under NZ$1000+GST, then a flat fee of NZ$20+GST will be added to your invoice; If the invoice is over NZ$1000+GST, then late payment shall incur interest at the rate of 3% per month on outstanding balances calculated on a monthly basis

Exclusion and Limitation of Liability

To the full extent permitted by law we hereby exclude all conditions and warranties not expressly set out herein. Except as specifically set forth in elsewhere in this agreement, we make or give no express or implied warranties including, without limitation, the warranties of merchantability or fitness for a particular purpose, or arising from a course of dealing, usage or trade practice, with respect to any goods or services provided under or incidental to this agreement. No oral or written information or advice given by us, our resellers, agents, representatives or employees shall create a warranty or in any way increase the scope of the express warranties hereby given, and you may not rely on any such information or advice.
Our total aggregate liability to you for any claim in contract, tort, negligence or otherwise arising out of or in connection with the provision of the Services shall be limited to the charges paid by you in respect of the Services which are the subject of any such claim and provided that you notify us of any such claim within one year of it arising.
In no event shall we be liable to you for any loss of business, contracts, profits or anticipated savings or for any other indirect or consequential or economic loss whatsoever.

Notices

Except where expressly provided otherwise, any notice to be given by either party to the other must be sent by email. If sent by email, it shall (unless the contrary is proved) be deemed to be received on the day it was sent.

Severability

If any clause of these terms and conditions is found to be invalid, illegal, or unenforceable, the rest of the terms will still be enforceable.

Change to Terms on Renewal

We may change these terms and conditions at any time. Details of our current terms are available at www.envydesign.co.nz/terms-conditions.

Entire Agreement

These terms and conditions constitute the entire agreement between ENVY DESIGNS LIMITED and you, and supersede all prior agreements, understandings and representations whether oral or written. No oral explanation or oral information given by any party shall alter the interpretation of these terms and conditions. Except as provided above, no variation may be made to the contract unless it is in writing and signed by authorised representatives of you and ENVY DESIGNS LIMITED.

Governing Law

This agreement shall be governed by the laws in force in the state of New Zealand.

Notifications & Communications

In addition to general Account, Billing and Service communications, ENVY DESIGNS LIMITED will, from time to time, issue email notifications relating to our services, including, but not limited to Newsletters, Announcements, Promotional and Seasonal offers, and Surveys. By entering into agreement with these terms and conditions, you agree to receive email communications by inferred consent until such time as you decide to opt-out of such communications. You may opt out of our mailing list at any time by sending an email to [email protected]

You will not be able to opt-out of Critical Service Notifications, Renewal, Billing and Account Notifications, Scheduled Downtime Notifications or any other communications deemed to be an essential part of our service to you.