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Terms and conditions

Updated: Monday 9th June 2025

We know no-one really likes talking about money or terms and conditions, but as we pride ourselves on being pretty upfront and honest,  we won’t sugar coat it.

1. Definitions

1.1 In these Terms of Trade:

  • Client means the person, business, or entity that has engaged the Company to perform Services.
  • Commencement Date has the meaning described in clause 10.1.
  • ‘Company, ‘we’, ‘us’ means Back9 Creative Limited (Back 9 Design Limited), NZBN: 9429032472110.
  • Engagement means the agreement between the Client and the Company for the provision of Services, governed by these Terms and any associated Scope of Work.
  • Force Majeure Event means an event outside the reasonable control of the Company, including (but not limited to) acts of God, fire, flood, earthquakes, war, terrorism, civil unrest, strike, governmental action, pandemic, third-party service interruption, or other similar events.
  • Goods or Materials means any tangible items supplied by the Company to the Client, whether included in a Scope of Work or not.
  • Intellectual Property has the meaning set out in clause 8.
  • Project or Projects refers to any work undertaken by the Company as part of the Services provided to the Client.
  • Scope of Work refers to any written agreement, proposal, or plan describing the Services and/or deliverables provided by the Company to the Client.
  • Services means any work, deliverables, strategy, hosting, marketing, or consultancy provided by the Company to the Client, whether or not included in a formal Scope of Work.
  • Third-Party Software means any software, plugin, script, integration, API, platform or digital tool that is developed, owned, or licensed by a third party (not by the Company), which may be installed, integrated, or utilised in the delivery of Services. This includes but is not limited to WordPress plugins, analytics platforms (e.g. GA4), email services (e.g. SendGrid), payment gateways, and CRM platforms. The Company may license such tools on the Client’s behalf but is not responsible for their development, regular updates, security vulnerabilities, pricing changes, or deprecation, nor for any disruption caused by such software.
  • Working Days means Monday through Friday, excluding public holidays observed in Southland, New Zealand.
  • GDD means Growth-Driven Design – Our preferred methodology to build websites

2. Engagement and Acceptance

2.1 By instructing the Company to commence any work or by accepting any proposal or Scope of Work, the Client agrees to be bound by these Terms.

2.2 In the event of any inconsistency between these Terms and a signed Scope of Work, the Scope of Work will prevail.

3. Scope of Work, Variations and Project Changes

3.1 The charges for Services are set out in the Scope of Work unless otherwise agreed in writing.

3.2 Requests by the Client for Services, (and where applicable; Goods, or Materials) outside those listed in the Scope of Work may be treated as out-of-scope at the Company’s discretion. If so: (a) The Company will issue a Change Impact Statement detailing the impact on timeline, budget, deliverables, and any contractual changes. (b) If the Client accepts the revised budget, the changes will be implemented and charged accordingly. (c) If the Client does not accept the revised budget, the original Scope of Work will continue unchanged and the Company may decline the requested variation.

3.3 The Client may modify, reject, cancel, or stop a Project at any time. However: (a) The Client will be invoiced for all Services, Goods, and Materials delivered up to that point; (b) The Client will be liable for costs incurred by the Company in good faith (including software, subscriptions, stock, and third-party contracts); (c) The Company is not required to complete paused or cancelled Projects; (d) A new Change Impact Statement may be issued where applicable.

3.4 Where the Client: (a) Requests the Company to stop Services; (b) Does not instruct the Company to proceed with a provided Scope of Work; or (c) Has Services suspended for more than 45 days—

the Company may charge a recommencement fee based on a reasonable estimate of the time and resources required to resume or begin Services.

4. Payment Terms

4.1 All invoices are payable as per the payment schedule outlined in the Scope of Work. Unless otherwise agreed:

  • Website/Software Projects: typically invoiced in 3–4 stages (or as defined in proposal or scope)
    • Milestones include, but are not limited to;
      • Upfront Deposit
      • At presentation of Design/Prototype
      • Once Development is completed
      • Upon Site Launching
  • GDD Launchpad: 50% deposit, 50% on launch, then monthly instalments
  • Deposits are non-refundable

4.2 The Company reserves the right to charge interest on overdue amounts at 5% (over and above the current ASB overdraft interest rate) compounding, per calendar month.
4.3 Failure to pay may result in:

  • Suspension of Services;
  • Removal of hosted websites;
  • Referral to a collections agency.

5. Ongoing Fees and Services

ServiceCharge (excl. GST)
Domain Registration$39.99/year
Hosting – Safe n Secure$145.80/quarter
Hosting – En Garde$199.75/quarter
Hosting – Fort Knox (Inc. Support)$599.00/quarter
Email Routing/Anti-Spam$3.00/month

5.2 Ad spend is to be paid directly by the Client to the platform (e.g. Google, Meta, LinkedIn).

6. Intellectual Property and Licencing

6.1 The Company retains all rights, title and interest in all code, strategy, design frameworks, templates and processes developed during the provision of Services.
6.2 Upon full payment, the Client is granted a non-exclusive, royalty-free, lifetime licence to use the final deliverables for their intended purpose.
6.3 Third-party tools or plugins are licensed separately, on behalf of the Client, and billed accordingly.
6.4 The Company may revoke licences in the event of non-payment or breach.

7. Hosting, Self-Hosting and Third-Party Tools

7.1 Hosting is managed via a third-party provider and governed by the Hosting SLA.
7.2 The Client may not self-host unless they take full responsibility for setup, management, and maintenance.
7.3 Third-Party Software Disclaimer

We may use or recommend third-party tools and services as part of your project. Use of these tools is subject to our Third-Party Software and Tools Disclaimer, which forms part of these Terms.The Company is not responsible for outages, data loss, or downtime caused by:

  • Third-party tools (e.g. Mailchimp, GA4, SendGrid)
  • Hosting services outside our control
  • Platform updates, bugs, or limitations

8. Support, Training & Maintenance

8.1 One training session (up to 1 hour, unless otherwise stated) is included post-launch.
8.2 Additional training or support is charged at $165 + GST per hour.
8.3 GDD and Fort Knox plans include maintenance, updates, and priority bug fixes.
8.4 Projects outside these plans may request support on an ad-hoc or contract basis.

9. Site Transfers, Shutdowns and Terminations

9.1  A $150 + GST shutdown fee applies for:

  • Removing a site from our servers;
  • Packaging up files and data;
  • Supplying deliverables for transfer.

9.2 No files, code, content or materials will be released or supplied until all outstanding accounts are settled in full.

9.3 The Company does not offer a migration service. The Client or new provider is responsible for setup, hosting, and reconfiguration.

10. Launch Approval, Content & Usage

10.1 Launch occurs upon written Client approval (“Commencement Date”).
10.2 The Client must ensure all content provided is authorised for use. A signed content declaration may be required.
10.3 Stock images (if used) are charged at $25 + GST per licensed image.
10.4 The Company reserves the right to display completed work in its portfolio unless otherwise agreed in writing.

11. Liability & Limitations

11.1 To the extent permitted by law, the Company:

  • Disclaims responsibility for third-party service changes or failures;
  • Offers no guarantees regarding SEO performance, ad results, or revenue gains;
  • Is not liable for lost data, business, or profits.

11.2 The Company’s total liability will not exceed the value of Services provided under the relevant Scope of Work.

12. Force Majeure

12.1 The Company shall not be liable for any delay or failure to perform due to a Force Majeure Event.

13. Cancellation

13.1 Either party may cancel Services with 7 days’ written notice.
13.2 Deposits remain non-refundable.
13.3 Work completed up to cancellation will be invoiced and payable.

14. Employment Restrictions

14.1 If a current or former employee of the Company is hired by the Client (as an employee, contractor, or consultant) to perform the same or similar services within 12 months of their employment ending, the Client agrees to pay the Company a finder’s fee of $3,000 + GST.

15. General

15.1 These Terms may be updated by the Company from time to time. The latest version will always be published at:
👉 www.back9.co.nz/terms-and-conditions
15.2 Engagement with the Company constitutes acceptance of these Terms.