Terms of Trade

Introduction

1. These terms will apply to all services that we provide to you at any time and will prevail over any inconsistencies introduced by other documents, unless specifically agreed otherwise in writing and signed by us.

2. These terms may be changed by us from time to time at any time by notice in writing including by posting on our website and any such changes shall be deemed binding on you.

3. Our interpretation will prevail in circumstances in which there is any uncertainty as to the meaning of these terms.

4. “Our website” means http://www.wordsforbreakfast.co.nz/.

5. “We”, “our” and “us” means Words for Breakfast Limited, and/or its officers, employees, sub-contractors, agents and/or representatives as the context requires or permits.

6. “You” means our Customer.

 

Our Service

1. We will write wholly original text according to a brief agreed upon by both parties in accordance with the procedure described on our website. We will supply a quote for the cost of our services and time frame to you based on the agreed brief which must be agreed upon before we commence our work. We’ll re-submit the word to you for your acceptance, and allow for up to two sets of amendments to the text from you.

2. Our service will be completed in a manner that ensures the confidentiality of your writing in accordance with these terms.

Charges and payment

3.  Unless otherwise agree, we will supply you with a guaranteed quote, which will be GST exclusive.

4. Payments will be invoiced on your approval of our writing, or the end of the month following your receiving it,  if you do not indicate your approval or otherwise within that time. Your payment is expected within 20 days of this invoice. Any collection costs related to unpaid invoices will be at your expense.

5. For any project expected to exceed $500 plus GST, a deposit of 1/3 of the total project fee will be invoiced prior to work commencing. Words for Breakfast reserves the right to invoice a further 1/3 of the total project fee at any stage in the duration of the project.

 

Your responsibilities

6. Your responsibilities are to:

(a) Agree with us on a brief, cost and timeframe.

(b) Supply us with the information necessary to complete the writing task.

(c ) Ensure writing you present to us for our service does not infringe the intellectual property rights of any third party.

(d) Supply feedback and/or approvals promptly.

(e) Make payment within 20 days of an invoice from us.

 

Warranties

7. We provide no warranties as to any particular standards due to the subjective nature of language and of our service except we warrant will improve the edit of your wording according to commonly accepted standards and/or to the standards that meet the previously agreed brief. We make no warranty that any writing we provide will be completely free of any defect or error or that it will net any particular result.

8. We can not guarantee there will be no interference with the hosting services of our website and you must assume all risks to your equipment involved in communicating and conducting business with us via electronic media (i.e., via our website, email, etc).

9. You warrant that this service will be used for business purposes only. On that basis, we contract out of the standards of the Consumer Guarantees Act.

 

Intellectual Property

10. Intellectual property rights are particularly important to us due to the nature of our business. It is therefore very important to us you understand you may not submit any writing to us that infringes the intellectual property rights of any other person (“person” includes any company or other unincorporated organisation of people in this document). Nor may you instruct or allow us to act in any other way that would cause us to infringe the intellectual property rights of any other person.

11. You fully indemnify us for all costs (including on a solicitor and client basis), losses, liabilities, penalties or fines that accrue or may accrue to us as a result of any breach of any third person’s intellectual property rights or defamation action we become involved in occasioned by your submission or instructions.

12. Any finished writing commissioned by you and paid for in full is your intellectual property, so long as it does not breach of any third person’s intellectual property right. We relinquish all rights to reuse, resell or charge additional fees, commission or royalties for any finished writing work that has been paid for in full. Any written work or concepts that have been presented and wholly rejected by you during the course of a project remain our intellectual property.

 

Confidential Information

13. We will treat any writing you submit to us as confidential information, except that we may exchange that writing with our subcontractors for the purposes of our business (i.e., completing your work for you in the manner described).

 

Liability

14. We will not be liable to you or any third party for any liabilities whatsoever or howsoever caused (including in contract, tort – including negligence – breach of statutory duty or otherwise), including loss or damage to information or data from any cause, breach of security, loss of profit or incidental, indirect, special or consequential loss or damage.

15. We will not be responsible for any failure to perform or delay in performance by us where the circumstance of that failure or delay was beyond our reasonable control.

 

Suspension/ termination

16. We may stop work without notice or liability to you if we suspect there will be any problem with payment for our services or we suspect in our own discretion your submission or any aspect of it may breach the intellectual property rights of any third party.

17. We may decline to accept or continue any work for any reason whatsoever in our own discretion including without limitation unsavoury or unreasonable material or requests.

 

Marketing

18. We may contact you electronically so our communications to you shall not breach the Unsolicited Electronic Messages Act.

19. We may use any material produced using writing created by us in the course of our marketing activities.

 

Your information

20. We may in the course of our business collect information about you. We will give you access to this information and correct any of that information on your request.

21. We may use the information we hold about you in the course of our business including for marketing and we may exchange that information with our sub-contractors and with credit reporting and debt collection agencies.

 

Miscellaneous

22. We reserve the right to change our service at any time without notice and without liability to you.

23. If any dispute arises between us you will try and negotiate in good faith with us for a period of at least 14 days after the dispute arises before any other action is taken.

24. The legal validity or enforceability of the remainder of this document will not be affected by any finding of any Court that one or several of terms are invalid or unenforceable.

25. You warrant you have the authority to enter into this agreement and make your submission on behalf of any party you purport to represent.

26. The waiver by us of any term or obligation or failure by us to enforce any such thing shall not prejudice our right to enforce any term at a later date.

27. This agreement is the entire agreement between us and supersedes all other understandings, representations, agreements and arrangements unless otherwise agreed in writing and signed by us.

28. We may send notices or other documentation to you by posting on our website, or to the last known address, fax number or email address.

29. You may not assign any rights or obligations under this agreement without our prior written consent. We may assign any rights under this agreement without obtaining your prior approval.

30. We may sub-contract any of our obligations under this agreement, but without releasing us from any liability to you.

31. The laws of New Zealand shall govern and the Courts of New Zealand shall have exclusive jurisdiction over the terms of this document.