Terms of Trade & Conditions

These Terms of Trade and Terms & Conditions (Terms) govern the supply of website design, SEO and related services by Ironbell Limited (IronBell, we, us) to the client (you). IronBell is a company registered (or being registered) in New Zealand. NZBN: 9429053834492. Email: rico@iron-bell.com. Phone: 022 539 9498.

By accepting a quote or proposal (Proposal), paying an invoice, instructing us to begin work, or continuing to use the services, you accept these Terms. If you accept on behalf of an organisation, you confirm you are authorised to bind it. These Terms may be accepted electronically without signature.

These Terms and each accepted Proposal form the entire agreement. If they conflict, these Terms prevail unless the Proposal says otherwise and is signed by IronBell. We may amend these Terms on at least 14 days' written notice for ongoing services.

Definitions:

Interpretation: singular includes plural; "including" is not limiting; "$" means NZ dollars; headings are for convenience only.

We will supply the Services described in the Proposal with reasonable care and skill, using Third-Party Providers where needed (whose own terms apply). Any timeframes are estimates only and depend on you supplying content, approvals and feedback promptly.

Each project is a fixed price for the scope in the Proposal. Work outside that scope (extra pages, features, redesigns or substantial changes) is not included; we will estimate it and proceed only once you agree to the additional fee in writing. Revisions beyond the number stated in the Proposal may be charged as additional work.

After a website is live you may request changes. Minor content changes may be included in the Monthly Fee (clause 4); larger changes may be subject to a fee agreed before work begins.

No deposit is required. The full project fee (100%) is payable on completion of the website. The completed website is published and made live only after full payment has been received and cleared.

Invoices are payable by the date shown. Until full payment, we retain all rights in the Deliverables and may withhold publication. You are responsible for our reasonable costs of recovering overdue amounts, including debt-collection and legal costs.

GST: IronBell is GST-registered. All fees and prices, including the project fee, the Monthly Fee and any Yearly Fee, are inclusive of GST at the prevailing rate. The amount shown is the amount you pay, and your invoice will show the GST component.

Indicative pricing: any prices shown on our website or in marketing material are indicative starting points only and are not a binding quote or offer. Fees are negotiable and may be higher or lower depending on the scope of your job. The fees that apply are those set out in the Proposal you accept, and we will confirm them in writing before work starts. We may change our advertised prices at any time, which does not affect a Proposal you have already accepted.

Introductory offer: from time to time we may run a limited introductory offer, such as the first month of the Monthly Fee free for the first five new clients while we build our portfolio. Any such offer applies only to the Monthly Fee (the setup fee and any other charges still apply), is limited to the number of clients stated, applies once per client, is not transferable, cannot be exchanged for cash or credit, and does not apply where the Yearly Fee is paid in advance. We may withdraw or change an offer at any time before you accept a Proposal.

Once live, the website remains under our ongoing maintenance and management for a Monthly Fee of NZ$75, billed monthly in advance. This is a monthly service, not a fixed annual contract. We may adjust the Monthly Fee on 14 days' written notice; if you do not accept the change you may terminate under clause 7.

The Monthly Fee covers hosting, domain renewal and management, an SSL certificate, regular backups, and included content changes (such as minor text and image updates). New pages, features or redesigns are not covered and may be charged separately by agreement.

If the Monthly Fee is unpaid by its due date, a late fee of 5% of the Monthly Fee (currently NZ$3.75) applies for each 7-day period it remains overdue. If unpaid on the 20th day after the due date, we may suspend the website without further notice. If the amount owing (including late fees) is unpaid on the 40th day, we may permanently delete the website, its content and backups. You are responsible for keeping your own copies of your content.

Suspension or deletion does not release you from amounts owed. We may reinstate a suspended (not yet deleted) website once all overdue amounts are paid, and may charge a reasonable reinstatement fee notified in advance.

Yearly (annual) plans: Instead of paying monthly, you may choose to pay the Yearly Fee for twelve months in advance, as shown in your Proposal. The Yearly Fee is paid up front and covers setup plus twelve months of the monthly Services. If you are on a yearly plan you must give at least 30 days' written notice before cancellation. If you cancel or buy out of a yearly plan early, before the end of a paid twelve-month term, the prepaid Yearly Fee is not refundable for the remainder of that term. The only exception is that if a new twelve-month term has just begun, you may cancel it and receive a refund of that term's Yearly Fee, provided you notify us within 14 days of that term starting. Unless cancelled with the required notice, a yearly plan renews for a further twelve months at the then-current Yearly Fee. This clause is separate from the website transfer / buy-out in clause 5.3.

Hosting and the Domain are arranged and controlled by IronBell in our name. Your right to hosting and the Domain continues only while the Monthly Fee is paid and these Terms are in force. We will use reasonable efforts to keep the website available but do not guarantee uninterrupted service or any specific uptime; downtime may occur from maintenance, Third-Party Provider outages or events outside our control.

We take regular backups as a convenience (not a substitute for your own copies). Restoring a backup at your request, for reasons not caused by us, may attract a reasonable restoration fee notified in advance.

Transfer / buy-out: to transfer the website and/or Domain to your own control, you must first pay all amounts owing (including late fees) and then a buy-out fee agreed between us, acting reasonably. This remains available while suspended, but not after deletion. On completion of a buy-out we will transfer ownership of the Deliverables and reasonably assist with the Domain transfer, subject to clause 6.

You are responsible for: providing accurate, lawful content and holding all licences and rights for material you supply; giving timely approvals; and keeping your credentials and passwords secure. If a project is inactive due to your delay for over 30 days, we may suspend it and charge for work done to date.

Until we receive full payment of the project fee, we own all intellectual property in the Deliverables and you may not use, copy or publish them. On full payment, we assign to you the intellectual property in the final website design and content created specifically for you, except the items in clause 6.2.

We retain ownership of our pre-existing tools, frameworks, templates, code and know-how, and grant you a non-exclusive, perpetual licence to use them as part of the Deliverables (subject to you having paid all amounts owing). Third-party elements (fonts, images, plugins, software) are subject to their own licences. You keep ownership of material you supply and licence us to use it to provide the Services. AI-generated content or images are provided "as is" without warranty that they are free of third-party rights, and you are responsible for reviewing them before publication.

You must not use the website or Services for anything unlawful; content infringing others' intellectual property; malware; spam; or objectionable, defamatory or misleading content. You indemnify us against all claims, losses and costs arising from material you supply, your breach of this clause, or your use of the Services in breach of these Terms or any law.

You may cancel a monthly service on 30 days' written notice, with the Monthly Fee payable to the end of that period. If you cancel a project before completion, you must pay for all work performed up to the date of cancellation, charged at our reasonable rates or as a fair proportion of the agreed project fee.

We may suspend or terminate the Services immediately if you fail to pay any amount when due, breach clause 7.1, use the Services for illegal content, or otherwise materially breach these Terms and do not remedy it within 7 days of written notice. On termination you must pay all amounts owing, and clauses that by nature survive (intellectual property, liability, confidentiality, privacy and governing law) continue.

We warrant we will provide the Services with reasonable care and skill, and give no other warranties except as required by law. SEO and digital marketing: rankings, traffic, leads and sales depend on factors outside our control, including Google's and other platforms' algorithms and policies. We do not guarantee any ranking, traffic, enquiries or sales, and are not responsible for changes made by Google, search engines, Google Business Profile or other third-party platforms.

To the maximum extent permitted by law: we are not liable for indirect or consequential loss, or loss of profit, revenue, data, goodwill or business opportunity; we are not liable for outages or acts of Third-Party Providers or events beyond our reasonable control (including natural disasters, power/internet failures, cyber-attacks, pandemics and government actions); and our total aggregate liability is limited to the Fees you paid us in the 3 months before the event giving rise to the liability. Nothing limits liability that cannot be limited by law, including for death or personal injury caused by negligence, or fraud.

Consumer Guarantees Act / Fair Trading Act: we supply the Services to businesses ("in trade") for business purposes. Where you acquire the Services in trade, the parties agree the CGA guarantees do not apply (to the extent permitted by s43(2) CGA) and that ss9, 12A, 13 and 14(1) of the FTA do not apply (to the extent permitted by s5D FTA). You agree this is fair and reasonable given both parties are in trade. If, despite this, you are a "consumer", nothing in these Terms excludes rights that cannot lawfully be excluded.

We comply with the Privacy Act 2020 and use personal information only to provide the Services and communicate with you. You are responsible for your website's compliance with privacy law, including an appropriate privacy policy and cookie/analytics disclosures; we can assist but do not accept responsibility for your legal compliance. See our Privacy Policy.

We take reasonable steps to keep the website and hosting secure, including applying updates, but no website can be guaranteed fully secure. You are responsible for keeping your passwords secure and for any third-party plugins or software installed against our advice. Each party keeps the other's non-public information confidential, except where disclosure is required by law.

Unless you tell us otherwise in writing, we may display the completed website and describe the work in our portfolio and marketing, and use your business name and logo. We may use feedback you provide as testimonials; you may withdraw consent for future use at any time.

If a dispute arises, the parties will first try in good faith to resolve it by discussion. If unresolved within 20 working days, they will attempt mediation before starting court proceedings, except where urgent relief is needed. These Terms are governed by New Zealand law and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.

If any provision is unenforceable it may be severed without affecting the rest. A delay in exercising a right is not a waiver. You may not assign your rights without our written consent; we may assign or subcontract ours. Notices must be in writing and may be sent by email to the addresses the parties use for the engagement.