1. Digital Agreement & Acceptance
1.1 Electronic Formation: In accordance with the Electronic Transactions Act 2002 (NZ) and the Contract and Commercial Law Act 2017 (NZ), a binding contract is formed through digital affirmative action. This includes, but is not limited to:
- Clicking an "I Accept," "Approve," or "Submit" button on a digital form or proposal.
- Checking a mandatory "Terms and Conditions" box on any Studio-managed web interface or digital intake form.
- Providing written confirmation via Email, SMS, or Instant Messaging (e.g., Slack, WhatsApp).
- Payment of a project deposit or commencement invoice.
1.2 Verbal & Implied Agreement: Where a Client allows work to proceed following the provision of these Terms (even in the absence of a signature), acceptance is implied by conduct.
1.3 Validity: Quotes and project estimates are valid for fourteen (14) days from the date of issue.
2. Project Commencement & "Ready-to-Start" Policy
2.1 Asset Delivery Prerequisite: Work cannot commence until all required "Client Assets" are provided (high-res photography, branding, final copy).
2.2 Originality & SEO Standard: The Studio requires original photography. Use of generic stock is discouraged; failure to provide original assets may result in an Indefinite Pause.
2.3 Stock Asset Liability: Client assumes 100% liability for any stock assets they insist on providing.
2.4 Data Integrity & Cleansing: If the project requires importing existing data (customer lists, inventory, CSVs), the Client must provide "Clean Data" in the Studio's specified format. Manual data cleansing, deduplication, or reformatting is a chargeable specialist service.
2.5 Data Sourcing: Procurement of data from third-party brokers, scraping services, or public registries is an additional chargeable item, including all associated third-party fees.
2.6 Database "Fishing": Forensic retrieval of data from old systems or "fishing" through legacy databases is billed at the Studio's Expert Consulting Rate.
3. Scope, Revisions & "Ghosting"
3.1 Revision Limit: Includes two (2) rounds of consolidated revisions. Additional rounds are billed hourly.
3.2 Ghosting Policy: Failure to provide feedback for 14+ days results in immediate billing for work to date and loss of production slot.
4. Intellectual Property & Asset Retention
4.1 Payment-Upon-Transfer: All IP (code, design, brand assets, and custom logic) remains the property of Project Studios until the final invoice is paid in full.
4.2 Asset Lien: The Studio maintains a legal lien over all digital assets, including domain names, databases, and configuration files, until all debts are settled in full.
4.3 Portfolio Rights: The Studio retains the right to showcase the work for marketing purposes.
5. Payment Terms & "Runner" Protection
5.1 Deposit Structure: A 50% non-refundable "Commencement Deposit" is required.
5.2 Late Payment Penalties: A 12.5% Late Fee applies immediately upon default, compounding monthly.
5.3 Suspension of Services: Failure to pay maintenance or hosting within 7 days of the due date results in immediate site suspension (the "Offline" protocol).
10. Maintenance, Security & "Technical Drag"
10.1 Mandatory Security: If the Client opts out of Managed Maintenance, they assume 100% responsibility for site security.
10.2 API & Third-Party Stability: Fixing "breaking changes" from external providers (Google, Stripe, etc.) is billable work.
10.3 Code Rot: The Studio does not guarantee future compatibility unless the Client is on a Managed Maintenance Plan.
21. Custom Software & Proprietary Logic
21.1 Logic Ownership: Custom scripts and logic developed by the Studio remain the IP of Project Studios.
21.2 Revocation: The Studio reserves the right to remotely deactivate custom plugins or logic if the account falls into arrears.
21.3 Repurposing Rights: The Studio retains the right to reuse the technical logic and architecture developed during the project for other clients or products.
22. Third-Party Premium Licenses (SEO, Security & Performance)
22.1 Mandatory Tooling: Premium third-party tools are separate billable items essential to project goals.
22.2 The "Goals" Prerequisite: Refusal to pay for these licenses will result in the removal of said tools and loss of site functionality.
23. Domains, Hosting & Digital Continuity
23.1 Guardian Status: The Studio automatically renews Domains and Hosting to prevent total site blackout.
23.2 The "Blackout" Protocol: No transfer codes or migration assistance will be provided until the account balance is $0.00.
23.3 Credential Custodianship: The Studio acts as a secure custodian of Client credentials (API keys, Credit Card tokens). The Client acknowledges that providing these credentials is a prerequisite for active management.
24. The Digital Ecosystem & Project Integrity
24.1 Non-Severability: Releasing a domain while the website bill remains unpaid is not permitted.
24.2 Permanent Maintenance Mode: In the event of a payment dispute, the Studio reserves the right to place the site into "Permanent Maintenance Mode" until financial obligations are met.
25. Legal Requests & Expert Testimony
25.1 Evidence Retrieval: Retrieval of logs or data for legal proceedings is billed at the Studio's Expert Consulting Rate ($350/hr + GST) with a 4-hour minimum.
25.2 Indemnification: The Client indemnifies the Studio against any legal costs arising from content or business practices on the site.
26. Compliance & Accessibility
26.1 Regulatory Responsibility: The Client is responsible for Privacy Act, GDPR, and industry-specific compliance.
26.2 Tax Compliance: Configuration of tax rules must be verified by the Client's accountant.
27. Paid Media, Advertising & Marketing Operations
27.1 Separation of Services: Advertising management (Google Ads, Meta Ads, etc.) is an expert consulting service and is not included in website development fees.
27.2 Mandatory Client Funding: The Studio does not provide credit for advertising. All "Media Spend" must be funded by the Client via a valid credit card attached directly to the advertising platform account.
27.3 Non-Negotiable Prepayment: The Studio will not activate or maintain any campaign where the Client's payment method is absent, expired, or declined. The Studio is not liable for campaign downtime or loss of "Ad Rank" caused by the Client's payment failure.
27.4 Disbursement Indemnity: The Client is solely responsible for all charges incurred on their advertising accounts. The Studio is not liable for "accidental" spend resulting from platform glitches or Client-side setting changes.
27.5 Management Fees: Management Fees are billed separately from Ad Spend and cover strategy, copywriting, and technical optimization. These fees are non-refundable regardless of campaign performance.
27.6 Sole Management Authority: To ensure professional performance standards, the Studio maintains sole technical authority over campaign settings and strategy. Any unauthorized "interference," modification of account settings, or adjustment of "Management Rights" by the Client releases the Studio from all performance liabilities and may result in the immediate suspension of services to protect the account's professional integrity.
28. AI-Generated Content & Production Workflow
28.1 Right to Utilize AI: The Studio utilizes Artificial Intelligence (AI) and Machine Learning models (including LLMs for copy/code and Diffusion models for imagery) as a standard professional practice.
28.2 Build Integration: Generative AI used for drafting, brainstorming, or technical asset creation is part of the standard build process.
28.3 Third-Party Pass-Through Fees: Specialized high-token usage or premium AI subscriptions (e.g., Midjourney, custom LLM fine-tuning) required specifically for the Client's project may be passed through as a project expense, provided the Client is notified of the "minor fee" in advance.
28.4 Originality Disclaimer: While AI is used to enhance results, the Client is responsible for reviewing and approving final outputs. The Studio is not liable for any nuances in AI-generated content once approved by the Client.
By proceeding, you agree that Project Studios is the sole technical authority and guardian of this digital ecosystem until all financial obligations are met. All digital interactions, including form submissions and check-box confirmations, constitute a binding agreement under the Electronic Transactions Act 2002.