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 Change
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
- Milestones include, but are not limited to;
- 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
| Service | Charge (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. Data Ownership & Use of Amplify CRM (Powered by Back9)
If you subscribe to our Amplify CRM service (our white-labelled CRM platform powered by third-party infrastructure), the following terms apply:
7.1 Client Ownership
All customer data (including contact lists, messages, pipeline information, and files) that you input or generate within the Amplify CRM platform remains your property. You are responsible for ensuring that you have the right to collect, store, and use this data under applicable laws, including the New Zealand Privacy Act 2020.
7.2 Platform Infrastructure
Amplify CRM operates on a licensed third-party platform infrastructure. While the platform itself is proprietary, the data you manage within it belongs to you. However, Amplify CRM cannot transfer your account to another provider within the same infrastructure, nor can your account be transferred to another agency using the same platform.
7.3 Access and Support
You grant Back9 and its authorised team members permission to access your Amplify CRM account solely for the purposes of technical support, onboarding, training, billing, system maintenance, or troubleshooting. We will never share, sell, or disclose your data to any third party without your explicit consent, unless legally required to do so.
7.4 Data Portability and Termination
If you choose to leave Amplify CRM, we will provide you with a data export (in CSV or other standard format) upon request, covering your contacts, deals, and other core data. Certain automation settings, funnels, or proprietary tools may not be transferrable in their current form.
7.5 Backups and Security
All data is hosted in secure cloud environments with regular backups. While we take reasonable precautions to safeguard your information, you are ultimately responsible for reviewing and maintaining your own backup copies as needed.
8. Hosting, Self-Hosting and Third-Party Tools
8.1 Hosting is managed via a third-party provider and governed by the Hosting SLA.
8.2 The Client may not self-host unless they take full responsibility for setup, management, and maintenance.
8.3 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
9. Support, Training & Maintenance
9.1 One training session (up to 1 hour, unless otherwise stated) is included post-launch.
9.2 Additional training or support is charged at $165 + GST per hour.
9.3 GDD and Fort Knox plans include maintenance, updates, and priority bug fixes.
9.4 Projects outside these plans may request support on an ad-hoc or contract basis.
10. Site Transfers, Shutdowns and Termination
10.1 A $150 + GST shutdown fee applies for:
- Removing a site from our servers;
- Packaging up files and data;
- Supplying deliverables for transfer.
10.2 No files, code, content or materials will be released or supplied until all outstanding accounts are settled in full.
10.3 The Company does not offer a migration service. The Client or new provider is responsible for setup, hosting, and reconfiguration.
11. Launch Approval, Content & Usage
11.1 Launch occurs upon written Client approval (“Commencement Date”).
11.2 The Client must ensure all content provided is authorised for use. A signed content declaration may be required.
11.3 Stock images (if used) are charged at $25 + GST per licensed image.
11.4 The Company reserves the right to display completed work in its portfolio unless otherwise agreed in writing.
12. Liability & Limitations
12.1 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.
12.2 The Company’s total liability will not exceed the value of Services provided under the relevant Scope of Work.
13. Third-Party Platform Access
When you provide Back9 Creative (“we”, “us”, “our”) with access to third-party platforms or software—such as Stripe, Google Ads, Meta Ads Manager, Xero, Klaviyo, or similar tools—you agree to the following terms:
Indemnity
You agree to indemnify and hold Back9 harmless for any unintended consequences, charges, or loss arising from actions taken within your platforms, provided they were carried out in good faith and within the scope of our engagement.
14. Force Majeure
Purpose of Access
Access is granted solely for the purposes of setup, configuration, management, optimisation, integration, reporting, or delivery of services as outlined in our agreement with you.
Authorised Actions
We may take reasonable and necessary actions within these platforms to carry out our services. This includes, but is not limited to:
Creating and managing campaigns
Adjusting budgets or bid strategies
Editing or integrating workflows
Setting up tracking, integrations, or user permissions
Connecting or syncing with other platforms
Financial Responsibility
You remain fully responsible for all charges incurred through these platforms, including advertising spend, subscription fees, or transaction costs. Back9 does not hold or manage your funds directly and is not liable for any costs incurred within your accounts.
Confidentiality & Security
We will take reasonable steps to protect any credentials, API keys, or permissions shared with us. All access is treated as confidential and used only for the agreed scope of work.
Account Ownership & Control
All third-party accounts remain under your ownership and control. You may revoke our access at any time. However, doing so may limit our ability to deliver agreed services or results.
13.1 The Company shall not be liable for any delay or failure to perform due to a Force Majeure Event.
15. Cancellation
15.1 Either party may cancel Services with 7 days’ written notice.
15.2 Deposits remain non-refundable.
15.3 Work completed up to cancellation will be invoiced and payable.
16. Employment Restrictions
16.1 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.
17. General
17.1 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
17.2 Engagement with the Company constitutes acceptance of these Terms.