Terms of Business - Dark Matter

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Dark Matter Limited – General Terms and Conditions

1.0 About

This document details the terms of business of Dark Matter Limited.
Prices in the document do not include G.S.T. or any other applicable taxes unless stated.

2.0 Definitions

“Annual close down”: refers to the period when Dark Matter is closed for annual holidays, which is generally between the 20th December and the 10th January unless otherwise stated (may vary).
“Business hours”: Monday to Friday 8:00am-5:00pm NZST.
“After hours”: Evenings & nights (after 5:30pm NZST), Saturdays, Sundays, public holidays and annual close down period.

3.0 Confidentiality

Both parties agree that they will not disclose to any third party any confidential information of the other party unless disclosure is required by law or unless clearly stated and agreed to by the party.
Costing and other contract arrangements with Dark Matter are usually confidential. They must not be disclosed to any third party without the written consent of Dark Matter, or used for any other purpose than that for which they were intended.

4.0 Estimates, Quotes and Proposals

Documents and artefacts provided by Dark Matter for the purpose of an estimate, quote, or proposal are confidential and belong to Dark Matter. They must not be shown or discussed with other parties unless agreed otherwise in writing. If the client does not wish to proceed with the estimate, quote or proposal, all documentation received must be destroyed or returned to Dark Matter including any copies made.

5.0 Acceptable Forms of Communication

Unless otherwise clearly agreed to in writing and email are acceptable forms of communication, and work or changes requested and authorised by the client or an approved party via writing or email is binding.

6.0 Pricing, Payment and Cancellation

Pricing is fixed for the duration of the project and subject to variations agreed in writing.
Projects are usually priced based on requirements provided by the client. Any work not included in the initial price is extra and charged on a per hour basis. This includes email and phone assistance where applicable.
Minimum chargeable time: 30 minutes during business hours, one hour after hours.
Travel, meal and accommodation costs (if required) are payable by the client as agreed in writing. A 50% deposit required for all work that requires travel outside of Christchurch.
A minimum of 50% deposit is required to be paid prior to work commencing on a project, if discussed prior.
Progress payments may be required for projects with a duration of more than one month. Any progress payments required will be agreed with the client prior to project commencement.
Invoices must be paid in full within 14 days, unless agreed otherwise in writing. Payments not received by the due date are subject to interest charges calculated at a rate of 2.5% per month. Any other expenses incurred as a result of late payment may also apply including the on-charging of legal and debt collection fees. Dark Matter may cancel and/or suspend any service or product supplied to the client until payment is made in full.
At least one month notice is required to cancel a service which is offered on a subscription basis.
Where a project is on hold for a duration of greater than 14 days either at the client’s request, or due to a lack of action by the client, the client will be liable for payment for all time spent on the project to date.

7.0 Intellectual Property and Copyright

Material such as text, photographs, imagery and graphic designs provided by the client to Dark Matter remain the property of the client. It is the responsibility of the client to check that the material does not breach copyright, trademark, privacy, confidentiality or other laws and agreements. Dark Matter is not liable for such breaches.
Intellectual property and copyright of deliverables (e.g. video and media files) created by Dark Matter for the client becomes the property of the client when full payment has been received by Dark Matter, except

In the case where Dark Matter is contracted/sub-contracted or carrying out works on behalf of another person, production company or agency, the ownership rights to the video and media files produced, filmed or created by Dark Matter remains the property of Dark Matter at all times. Unless the rights to the media are purchased from Dark Matter.

Dark Matter agrees to give exclusive usage rights to the person, production company or agency for use with agreed projects without the need to purchase rights to the video and media files.

The client must not copy, sell, rent or lend Intellectual Property (whether in part or full) to other parties, or use it for any purpose other than for that which it was intended.
Failure to respect the intellectual property rights, copyright, privacy, confidentiality and any other applicable laws and rights is prosecutable.
The client understands that Dark Matter may re-use and re-sell footage or other media (in part or in full).

8.0 Promotion

Projects undertaken by Dark Matter can be used for promotional and marketing purposes and Dark Matter is permitted to mention the client’s name for example on their website www.darkmatter.nz or their social media.

9.0 Liability

Dark Matter is not liable for any loss incurred in relation to projects undertaken.
Dark Matter will use reasonable endeavours to remedy any fault or outage on their services or products, at no cost to the client, provided that Dark Matter is responsible. Our normal charges will apply otherwise.
In the case that a service is provided by a third party, it is entirely the responsibility of that third party to remedy the fault or outage. Should that third party be unable to remedy the fault or outage, Dark Matter will use reasonable endeavours to remedy by means of an alternative option. Our normal charges will apply for the assistance.
Dark Matter is not liable if a service or product, which was organised or provided by Dark Matter for the client, but which is not Dark Matter property, has a fault of fails to meet the expectation of the client.
Neither party is liable to the other for failing to meet obligations to the extent that a failure was caused by an act of God or other circumstance beyond any reasonable control.

10.0 Termination

If the client fails to comply with any terms or conditions of this agreement, Dark Matter may terminate the service, product or license, which does not comply with this agreement. This may be done immediately and without notice. Upon such termination, the client must immediately return or destroy all complete and partial copies of such software, product or other property of Dark Matter and related materials, including back-up copies.

11.0 Changes to these Terms and Conditions

From time to time Dark Matter may notify the client of changes in the terms and conditions of this agreement. The client has thirty days from the date of notice to reject the change; otherwise it will be confirmation to the agreement of the change.