White Light Studio Ltd
Terms of Service
1.1 In this Agreement:
Agreement means these Terms of Service – general or any other detailed terms and any proposal.
Client means the party identified as the client in the proposal.
Intellectual Property Rights means all rights in copyright, circuit layout, designs, trade marks, patents and all other rights in intellectual property, whether registrable, registered, patentable or not.
Proposal means the written proposal for services or an estimate or quote which describes the services to be supplied by White Light, with the services provided confirmed in the first invoice for those services.
Services means the services to be supplied by White Light listed in any Proposal.
White Light means White Light Limited (NZBN 9429040983110).
Work means the final creative output created by White Light for Client and includes the copyright in the Work, but excludes drafts and iterations created by White Light and any copyright in any drafts and iterations.
2.1 This Agreement may be accepted by Client by:
(a) completing the form at the bottom of this Agreement;
(b) communicating acceptance of a Proposal in writing or otherwise;
(c) making the first payment for the services; or
(d) If Client has made the first payment for the services before White Light provides these Detail Terms, continuing to instruct White Light to provide the services.
3.1 White Light is only obliged to provide the goods and services listed in:
A proposal which Client has approved, and only in the formats listed in that Proposal.
Pricing and payment
4.1 Our hourly rate from April 1st 2021 is $120+gst.
4.2 All invoices are due fourteen days after the date of the invoice, unless otherwise specified on the invoice.
4.3 If Client fails to pay any amount under this Agreement by the due date, White Light may:
(a) stop work;
(b) stop providing services to or for Client;
(c) revoke any licence;
(d) terminate this Agreement;
(e) charge interest on any unpaid amounts, we reserve the right to charge you interest on amounts not paid by the due date at the default rate of 5% per month (or part thereof) compounding. It will apply from the date payment is due until we receive your payment in full. You will also be liable to pay any reasonable expenses (including legal, administrative and collection costs, and our time at prevailing hourly rates) that we incur in relation to recovery of any overdue payment and the enforcement of any of our other legal rights.
4.4 All prices mentioned by White Light (including prices outside this Agreement) are exclusive of GST unless otherwise stated.
4.5 White Light may reasonably change the price of its services by giving reasonable notice to Client. Client agrees this does not constitute an amendment to this Agreement.
Out of pocket expenses
5.1 Client agrees to:
Pay White Light amounts for out of pocket expenses incurred in providing the goods and services listed in a Proposal, in addition to any other amounts payable. Out of pocket expenses include courier and postage costs.
6.1 Subject to Subject to clause 7, White Light owns all Intellectual Property Rights in the Work.
6.2 White Light shall retain all intellectual property rights of:
Our processes, ideas, concepts, techniques and methodologies that are used in, or that are developed in the course of providing the agreed services (and related services).
You undertake that you will not assert any proprietary interest beyond a non exclusive royalty-free licence to utilise the same as set out above. You acknowledge that to the extent permissible by law, we have a prior right to apply for a patent or other protection in any jurisdiction where the same is possible to protect our property in our business methods and intellectual property generally.
Assignment of copyright
7.1 Once Client has paid all money to White Light in the Proposal for the Work, White Light assigns to Client:
All world-wide rights, title and interest of White Light in all copyright subsisting in the Work.
Client’s liability, warranties and indemnities
8.1 Client warrants that:
(a) When it approves any Work, Client has carefully checked every element in that Work and that there are no errors in that Work;
(b) Client’s use of the Work, any reproduction or adaptation of the Work and any part of the Work is not contrary to law and will not infringe any third party’s rights; and
(c) White Light’ use of the Work and any reproduction or adaptation of the Work or a part of the Work is not contrary to law and will not infringe any third party’s rights.
8.2 Client must indemnify:
White Light, its contractors, employees and directors against any loss or damage suffered which is caused by a breach of this Agreement by Client.
9.1 If this Agreement is terminated:
(a) any licence, express or implied, granted by White Light to Client, is revoked; and
(b) any money due but not yet payable is immediately due and payable.
Terms of Service Agreement: