Terms of Business

IMPORTANT NOTICE: Set out below are the Standard Terms and Conditions of Engagement for all Services provided by CTRLC Limited.

The terms and conditions stated herein can only be amended with the written consent of CTRLC Limited and shall be binding on the Client.

  1. Parties to and Definitions of these Terms

1.1 In this agreement the terms listed below will have the following meanings
1.2 “CTRL+C” means CTRLC Limited, any person or entity acting for or on behalf of CTRLC Limited or with the permission or authority of CTRLC Limited
1.3 “The Client” means any person, business, or other organisation purchasing products and/or services from CTRLC Limited, or any authorised person or entity acting on behalf of the Client.
1.4 “Agreement” means the contract to supply products and/or services between CTRL+C and the client, formed upon acceptance of CTRL+C’s Engagement Documentation.
1.5 “Engagement Documentation” means the Quote, Terms of Engagement, and any accompanying documentation provided by CTRL+C to the Client prior to forming an Agreement.  The Client’s acceptance of this Engagement Documentation forms the Agreement.
1.6 “Services” means any products and/or services provided by CTRL+C to the client, as outlined in the Engagement Documentation.
1.7 “Sign Off” means the client’s final written approval of products and/or services provided by CTRL+C.

2. Acceptance

2.1 These Terms of Business apply in respect to all work carried out by CTRL+C.
2.2 Any engagement of CTRL+C’s Services shall constitute acceptance of the Terms of Business of CTRL+C by the Client.
2.3 In the event that the Client proposes any change to the structure of the Client’s business, a change in Shareholding, Name, Directors, Premises, postal address, registered office or Sale of the business the Client shall give no less than fourteen (14) days written notice of the proposed change or changes. If any loss is incurred by CTRL+C the Client shall be liable by any loss suffered by CTRL+C due to the Client not complying with this provision.

3. Services

3.1 The Services provided shall be described on our invoices, Quotation, and/or Engagement Agreement, or any other such form as provided by CTRL+C to the Client.

4. Service & Conduct

4.1 Where CTRL+C performs work for you, it will ensure that competent and suitably experienced personnel carry out all work, in a professional manner and in accordance with appropriate standards.
4.2 While CTRL+C will make every endeavour to ensure a fully professional approach to all work carried out, CTRL+C shall not be liable for any consequences of the provision of services to you, except for consequences arising as a direct result of the proven negligence on the part of CTRL+C.

5. Provision of Quotes / Commencement of Services

5.1 CTRL+C will commence supply of Services upon written acceptance of the Engagement Documentation provided to the Client. 
5.2 Details of the Services to be provided and timeframes in which CTRL+C will provide these Services will be clearly outlined in the Engagement Documentation.
5.3 The amount of engagement from the Client (i.e. information to be provided to CTRL+C, briefing meetings to be attended) will vary depending on the Services requested.  The amount of engagement from the Client will be clearly outlined in the Engagement Documentation.
5.4 During the proofing process, CTRL+C will submit drafted work to the Client for feedback.  The number of rounds of feedback that the Client will receive will be clearly outlined in the Engagement Documentation.
5.5 Quotes remain valid for acceptance within 30 days, unless otherwise specified.

6. Pricing

6.1 Prices on all Quotes are in New Zealand Dollars and are exclusive of GST.
6.2 Prices are for the Services as outlined in the Engagement Documentation. 
6.3 Should the Client request additional Services after forming the Agreement, prices will be subject to change.
6.4 Situations where prices are subject to change may include, but are not limited to:

·        Timeframe changes requested by Client

·        Changes in project scope

·        Changes in Client instructions

·        Additional information provided by Client

·        Rounds of amendments or changes requested by Client, over and above those included in the original Agreement

·        Client modifies content after final Sign-Off and requests approval for, or assistance with, these modifications

7. Obligations

7.1 CTRL+C Obligations

CTRL+C undertakes to provide writing and editing services in a fair, reasonable and professional manner at all times.
CTRL+C also agrees:

  • To produce a high standard of work, in line with the Client’s briefing information

  • To prepare and supply to the Client content proofs, in line with the timeframes outlined in the Engagement Documentation

  • To promptly respond to the Client’s requests and/or questions

  • To make the Client aware of any additional required information as soon as its absence is noticed

7.2 Client Obligations

The Client agrees:

  • To provide the required briefing information to CTRL+C, within the timeframes specified by CTRL+C on formation of the Agreement

  • To sign off or provide feedback on content proofs, including but not limited to final Sign-Off, within the timeframes specified by CTRL+C in the Engagement Documentation

  • To respond to requests for information from CTRL+C within a timely manner

  • To ensure that any nominated persons acting on the Client’s behalf are fully authorised to instruct CTRL+C (and, where requested, to confirm this authorisation in writing)

  • To keep CTRL+C up to date with any issues that may impact on the delivery of the Services

8. Sign-Off and Proofing

8.1 CTRL+C’s Engagement Documentation will outline the process for the Client to provide feedback on Services, including how many rounds of edits/changes the Client has at their disposal. 
8.2 If the Client requests additional changes/edits over those stated in the Engagement Documentation, CTRL+C reserves the right to re-quote for this additional time, at CTRL+C’s current hourly chargeout rate of $65.00 an hour. 
8.3 In the event that the Client has used all the rounds of edits/changes specified in their engagement documentation, but is still dissatisfied with the Services, they must inform CTRL+C in writing of their areas of concern and required changes.  CTRL+C will review the provided information and, at their sole discretion, may agree to a set amount of additional work as a remedy.
8.4 If CTRL+C does not agree to provide additional work as a remedy, they will provide the Client with a new Quote for the additional work required.
8.5 Final Sign-Off on all Services must be in written form, either from the person and/or nominated business authority who entered into the initial Agreement, or from a nominated authority. Confirmation of authority to complete Final Sign-Off must be in written form, from the person and/or nominated business authority who entered into the initial Agreement.
8.6 CTRL+C shall not be held accountable for any errors not corrected by the Client, or any omitted information not provided by the Client.

9. Payment

9.1 An invoice will be forwarded to the Client after their final Sign-Off on Services.
9.2 Payment is due within 14 days from the date of the invoice unless agreed otherwise in the initial engagement documentation. 
9.3 Payment can be made via deposit of funds into CTRL+C’s nominated bank account, or in cash.
9.4 Payment shall not be deemed to have been received unless the payment is made in cash or cleared funds are deposited in CTRL+C’s nominated account. Any other form of payment will not be receipted as paid until the transaction is deemed to be honoured.
9.5 GST and other taxes and duties that may apply will be added to the price unless they are expressly included in the Price.

10.  Non-Payment

10.1 If the Client’s account is overdue, CTRL+C reserves the right to stop working for the Client immediately. CTRL+C will not be liable for any losses, of any kind, related to this discontinuance.   
10.2 Further CTRL+C reserves the right to charge interest on the overdue amount at the rate of 2% per calendar month calculated from the date of the invoice to full and final payment.
10.3  If the Client’s account remains overdue, CTRL+C reserves the right to initiate debt collection and/or legal action. The Client shall be liable for all expenses and costs, including legal fees for CTRL+C enforcing or attempting to enforce these Terms of Business.

11. Intellectual Property

11.1  On entering into an Agreement the Client accepts that they have obtained all necessary authority and permissions relating to any provided content. CTRL+C will not be liable for any costs or losses incurred due to any breach of copyright caused by the publication of copyrighted material, which has been provided by the Client.
11.2 On full payment being received, the intellectual property rights of the final files provided to the Client will transfer to the Client.  Until that time, CTRL+C retains intellectual property rights on all Services provided to the Client.
11.3 On full payment being received, the Client is entitled to use the content provided for the purpose for which it was intended.
11.4 The Client is entitled to modify the content provided, however any modified content is not to be publically attributed to CTRL+C. 
11.5 Where the Client modifies content provided by CTRL+C, CTRL+C shall not be liable for any losses to the Client, of any form, related to the modification of this content.

12.  Confidentiality

12.1 CTRL+C will treat as private and confidential any information provided by the Client during the course of providing products and/or services. 

13. Liability

13.1 Liability of CTRL+C for any breach of service, term, or condition will be limited to the cost of having the Service provided again. 
13.2 The Client agrees that CTRL+C will not be liable for any indirect or consequential damages, including but not limited to, loss of profits or revenue, relating to Services provided by CTRL+C.
13.3 Unless expressly stated in the Engagement Documentation, CTRL+C is not required to screen, fact check, or check for patent, copyright or trademark infringement any information provided by the Client.  The Client agrees to indemnify CTRL+C against any false advertising claims, liability claims for products or services sold by the Client, claims for patent, copyright or trademark infringement, or any other claims relating to information provided to the Client by CTRL+C, which then appears in the final Services provided by CTRL+C to the Client.
13.4 CTRL+C’s provision of written work to the Client does not create any express or implied approval of the content of this material. 

14. Cancellation of Services

14.1 CTRL+C may terminate the Agreement at any time before the Services are delivered, by giving written notice to the Client.
14.2 CTRL+C shall not be liable for any damages or losses arising from such cancellation. 
14.3 Should the Client wish to terminate the Agreement, the Client will be liable for any work undertaken prior to CTRL+C’s receipt of written cancellation, charged at CTRL+C’s normal hourly rates.

15. Law

15.1 These Terms of Business shall be governed by the laws of New Zealand and shall be construed in all respects as a New Zealand contract.

16. General

16.1 CTRL+C reserves the right to review these terms and conditions at any time. If, following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which they are published on the CTRL+C Website.
16.2 The Client is unable to make amendments to these terms and conditions without the written authority of CTRL+C.
16.3 In the event of any breach of these terms by CTRL+C, the remedies of the Client shall be limited to damages which under no circumstances shall exceed the contract price for Services provided and limited to the amount of monies paid to CTRL+C by the Client in part or full whichever is the lesser amount.
16.4 Should either CTRL+C or the Client be affected by a ‘force majeure’ event beyond that party’s reasonable control, they shall not be liable for any delay, alteration, or failure to perform their obligations under the Agreement.  The affected party shall be entitled to a reasonable extension of time to perform their obligations.
16.5 The Client shall not be entitled to set off against or deduct from the price any sums owed or claimed to be owed to the Client by CTRL+C.
16.6 CTRL+C may license or sub-contract all or any part of their rights and obligations without the Client’s consent.
16.7 Failure by CTRL+C to insist upon strict adherence to these terms and conditions shall not be a waiver of any rights on subsequent occasions.

These Terms of Business updated 23 August 2019