1.1 These Terms and Conditions (“Terms”) apply to all services provided by Anna By Design Limited trading as Anna By Design (“Anna By Design”, “we”, “us”, or “Supplier”) to the client (“Client” or “you”).
1.2 Engagement of Anna By Design, acceptance of a quote, approval of a proposal, or instructing Anna By Design to commence work constitutes acceptance of these Terms.
1.3 These Terms apply to all services provided by Anna By Design unless otherwise agreed in writing.
1.4 The Client acknowledges that they have read and understood these Terms prior to instructing Anna By Design to commence work.
2.1 Anna By Design provides creative and digital services including (but not limited to):
(a) Graphic design
(b) Brand identity and logo design
(c) Print design (including brochures, flyers, packaging, signage and advertising material)
(d) Social media graphics and marketing assets
(e) Website design
(f) Website development (primarily using WordPress)
(g) Website hosting coordination via third-party providers
(h) Email hosting setup, management, and support via third-party providers.
(i) Website maintenance and updates
(j) Print management and production coordination
2.2 The specific services to be provided (“Services”) will be outlined in a quote, proposal, email instruction, or otherwise agreed in writing between the parties.
3.1 Anna By Design may provide either a quote or an estimate.
3.2 Quotes are valid for 30 days unless otherwise stated.
3.3 Where a quote is accepted, the Services will be provided for the quoted price unless:
(a) The scope of work changes; or
(b) The parties agree to a variation.
3.4 Estimates are indicative only and may vary depending on the time and work required.
3.5 Estimates may exceed the original estimate by up to 20% before Anna By Design is required to obtain further approval from the Client.
3.6 If an estimate exceeds the original estimate by more than 20%:
(a) Anna By Design will notify the Client of this in writing;
(b) Anna By Design may pause work until the Client provides approval to proceed; and
(c) If the Client does not provide approval within 5 working days of being notified, Anna By Design may suspend the Services until further instructions are received, without liability for any resulting delay.
4.1 Anna By Design may require a deposit of up to 50% of the quoted project cost prior to commencing work.
4.2 Deposits are non-refundable once work has commenced.
4.3 Anna By Design reserves the right to delay commencement of work until any required deposit has been paid.
5.1 Any work requested by the Client that falls outside the agreed scope of Services constitutes a variation.
5.2 Variations may be charged at the agreed hourly rate, or under a revised quote.
5.3 Where Anna By Design undertakes additional work at the Client’s request or with the Client’s knowledge, and such work falls outside the original scope, it will be deemed a variation and charged accordingly, whether or not written confirmation was obtained in advance.
6.1 The Services may be charged on:
(a) a quoted project fee;
(b) at an hourly rate; or
(c) Another pricing structure agreed between the parties.
6.2 Where Services are charged on an hourly basis, the applicable hourly rate will be advised to the Client prior to commencement of the Services or set out in the relevant quote, estimate, or communication from Anna By Design.
6.3 Anna By Design may review and vary its hourly rates from time to time, and the applicable rate will be the rate notified to the Client at the time the Services are provided or quoted.
6.4 Invoices may be issued:
(a) Prior to project commencement (deposit);
(b) At project milestones; or
(c) Upon completion of Services, or at the end of any month for ongoing or large unquoted projects.
6.5 Final deliverables may be withheld until payment has been received in full.
6.6 Payment terms are 20th of the month following the date of invoice, unless otherwise agreed in writing.
7.1 If invoices are not paid by the due date as required under these Terms, Anna by Design reserves the right to:
(a) Suspend work on any ongoing project;
(b) Withhold deliverables; and/or
(c) Suspend hosting or website services
7.2 Additionally, if invoices are not paid by the due date, Anna By Design may charge interest at the rate specified in the relevant invoice.
7.3 The Client will be responsible for any reasonable costs incurred by Anna By Design in recovering overdue amounts.
8.1 The Client agrees to provide all information and materials reasonably required to enable Anna By Design to complete the Services, including (where applicable):
(a) brand assets and logos;
(b) written content or copy;
(c) images or photography;
(d) project instructions; and
(e) timely feedback and approvals
8.2 Where clients supply images or design assets at a resolution below 300dpi, Anna By Design does not accept responsibility for any reduction in print or visual quality.
8.3 Delays in providing required materials or approvals may impact project timelines.
8.4 Anna By Design will not be responsible for delays caused by the Client.
9.1 During the term of the Services, the Client may provide Anna By Design with login credentials, passwords, or payment details for third-party accounts (including but not limited to domain registration, hosting, email, or social media accounts) in order to enable Anna By Design to provide the Services or troubleshoot issues.
9.2 The Client acknowledges and agrees that:
a) Any third-party product or service will be licensed in the Client’s name and billed directly by the third-party provider;
b) Anna By Design will act as an intermediary in setting up or managing such accounts and is not responsible for the third-party provider’s performance, security, or availability;
c) Anna By Design may store, use, and transmit login and payment details only to the extent necessary to provide the Services.
9.3 Where Anna By Design sets up accounts on behalf of the Client, the Client will receive the login credentials, passwords, and any other access information for those accounts.
9.4 The Client indemnifies Anna By Design against any loss, liability, or claim arising from the Client’s provision of login credentials, passwords, or payment details, except where caused by Anna By Design’s gross negligence or willful misconduct.
10.1 For website projects, the Client is responsible for providing required content (including text and images) within a reasonable timeframe.
10.2 If a website project is delayed due to lack of client content or approvals for more than six months, Anna By Design reserves the right to begin charging the applicable website hosting fee.
10.3 If the delay continues for a further 30 days after the hosting fee has commenced, Anna By Design may treat the project as terminated, and the project will be deemed cancelled by the Client. In that event:
(a) Anna By Design will be entitled to invoice the Client for all Services completed up to the date of termination; and
(b) Anna By Design will have no further obligation to complete the project, and will not be liable for any loss arising from the termination of the project.
10.4 Once the website has been delivered, unless otherwise agreed, Anna By Design is not responsible for:
(a) ongoing website security;
(b) software updates;
(c) backups;
(d) plugin updates; and/ or
(e) hosting performance
10.5 For Clients using email hosting only, the provisions of clause 12 (Hosting and Email Services Disclaimer) apply equally to email hosting services.
11.1 Anna By Design will use reasonable care and skill in providing website design and development services.
11.2 However, Anna By Design does not warrant or guarantee that any website will:
(a) achieve any particular search engine ranking;
(b) generate a specific level of traffic, sales, or business outcomes;
(c) operate uninterrupted or error-free; or
(d) remain secure from unauthorised access, viruses, or cyber attacks.
11.3 Websites may rely on third-party software including content management systems (such as WordPress), plugins, themes, hosting infrastructure, and internet services. Anna By Design is not responsible for issues arising from these third-party systems.
11.4 The Client is responsible for ensuring that their website complies with all applicable laws and regulations, including those relating to privacy, consumer protection, and website content.
12.1 Where Anna By Design arranges website or email hosting on behalf of a Client, the hosting services are provided by a third-party provider.
12.2 Anna By Design acts only as an intermediary in arranging or managing the hosting or email service and is not the hosting or email provider.
12.3 Anna By Design is not responsible for:
(a) hosting or email service outages or downtime;
(b) server performance;
(c) data loss;
(d) service interruption; or
(e) failures caused by the hosting or email service provider.
12.4 The Client acknowledges that hosting and email services are subject to the terms and conditions of the relevant provider.
12.5 Anna By Design may suspend website or email hosting services if invoices relating to hosting or email services remain unpaid.
13.1 Some projects may involve third-party products or services including (but not limited to):
(a) stock photography;
(b) fonts;
(c) software or plugins;
(d) hosting providers;
(e) domain registration;
(f) website themes or templates; and
(g) email hosting providers.
13.2 Any associated costs for third party products or services will be charged as a disbursement to the Client.
13.3 Anna By Design is not responsible for the performance, availability, or reliability of third-party services.
14.1 Anna By Design retains ownership of all design processes, templates, systems, and working files used to create the Services.
14.2 Upon full payment of all invoices, the Client receives the right to use the final approved design deliverables for their intended purpose.
14.3 Unless otherwise agreed in writing:
(a) working files (such as Adobe Illustrator, Photoshop or InDesign files) are not supplied; and
(b) source files remain the property of Anna By Design.
14.4 If a Client requests working files, an additional fee may apply (up to 100% of the original project cost).
14.5 The Client warrants that any materials supplied to Anna By Design do not infringe the intellectual property rights of any third party and indemnifies Anna By Design for any such breach.
15.1 Anna By Design reserves the right to display completed work in its portfolio, website, social media, or marketing materials unless otherwise agreed with the Client.
15.2 The Client may opt out of clause 15.1 by providing written notice to Anna By Design prior to the publication or display of the relevant work.
16.1 To the maximum extent permitted by law, Anna By Design will not be liable for:
(a) indirect or consequential loss;
(b) loss of profits;
(c) business interruption; and
(d) loss arising from website downtime, third-party hosting failures, or software issues.
16.2 Anna By Design’s total liability arising out of any Services will not exceed the amount paid by the Client for the Services giving rise to the claim.
16.3 The Client must bring any claim arising out of or in connection with the Services within 12 months of the date the relevant Services were delivered, failing which the Client will be deemed to have waived the claim.
17.1 Where the Client acquires the Services for the purposes of a business, the parties agree that the provisions of the Consumer Guarantees Act 1993 do not apply to the extent permitted by law.
18.1 Either party may terminate a project for convenience by providing at least 10 working days’ written notice to the other party.
18.2 Either party may terminate the Services immediately by written notice if the other party:
(a) commits a material breach of these Terms and fails to remedy that breach within a reasonable period after receiving written notice requiring it to be remedied, or within a timeframe as otherwise specified under these Terms; or
(b) fails to pay any invoice when due.
18.3 Upon termination of the Services for any reason:
(a) the Client must pay Anna By Design for all Services performed up to the date of termination, including any approved variations;
(b) Anna By Design may invoice the Client for any work completed but not yet invoiced;
(c) Anna By Design will provide the Client with any completed deliverables for which payment has been received in full; and
(d) Anna By Design will have no obligation to complete any remaining Services.
18.4 Where termination occurs after payment has been made for completed deliverables, the Client will retain the rights granted under clause 14 (Intellectual Property) in respect of those deliverables.
18.5 Termination of the Services will not affect any rights or obligations that have accrued prior to termination. The following clauses will continue to apply after termination:
(a) Intellectual Property;
(b) Limitation of Liability;
(c) Payment obligations; and
(d) Any other provisions which by their nature are intended to survive termination.
19.1 Each party agrees to keep confidential all non-public, confidential, or commercially sensitive information of the other party obtained in connection with the Services.
19.2 A party must not disclose such information to any third party without the prior written consent of the other party, except where disclosure is required:
(a) to professional advisers;
(b) to employees or contractors who need the information for the purposes of providing the Services; or
(c) by law or a regulatory authority.
19.3 This clause does not apply to information that:
(a) is publicly available other than through a breach of these Terms; or
(b) was already known to the receiving party prior to disclosure.
(c) The obligations under this clause continue after termination of the Services.
20.1 Anna By Design will not be liable for any delay or failure to perform its obligations under these Terms where such delay or failure is caused by events beyond its reasonable control, including but not limited to:
(a) acts of God;
(b) natural disasters;
(c) power outages;
(d) internet or telecommunications failures;
(e) government actions;
(f) pandemics; and/ or
(g) failures of third-party software or hosting providers.
20.2 If a force majeure event continues for more than 30 days, either party may terminate the affected Services by written notice.
21.1 If a dispute arises between the parties in connection with the Services, the parties will first attempt to resolve the dispute through good faith negotiations.
21.2 If the dispute cannot be resolved within 10 working days, the parties agree to attempt to resolve the dispute through mediation before commencing court proceedings.
21.3 Nothing in this clause prevents either party from seeking urgent interim relief from a court.
21.4 These Terms are governed by the laws of New Zealand, and the parties submit to the exclusive jurisdiction of the New Zealand courts.
22.1 These Terms, together with any quote, estimate, proposal, or written scope of work issued by Anna By Design, constitute the entire agreement between the parties in relation to the Services.
22.2 These Terms supersede all prior discussions, negotiations, or agreements relating to the Services.
23.1 If any provision of these Terms is found to be invalid, illegal, or unenforceable, that provision will be severed to the extent necessary, and the remaining provisions will continue in full force and effect.
24.1 The Client may not assign, transfer, or subcontract its rights or obligations under these Terms without the prior written consent of Anna By Design.
24.2 Anna By Design may subcontract or engage third parties to assist in providing the Services.
25.1 Any formal notice, unless as otherwise provided under these Terms, must be given in writing.
25.2 Notices may be delivered by:
(a) email to the most recent email address notified by the receiving party; or
(b) by post to the last known business address of the receiving party.
25.3 Notices sent by email will be deemed received on the date of transmission, unless the sender receives a delivery failure notice.
26.1 A failure or delay by Anna By Design to exercise any right or remedy under these Terms will not operate as a waiver of that right or remedy.
26.2 Any waiver must be in writing and applies only to the specific instance to which it relates.
27.1 The Client authorises Anna By Design to collect and retain personal or business information for the purposes of providing the Services and administering the business relationship.
28.1 Anna By Design may update these Terms from time to time.
28.2 The latest version of these Terms may be published on the Anna By Design website.
28.3 These Terms are governed by the laws of New Zealand.