Terms of Service

Form of agreement

Any agreement between OmniBrand Ltd and a customer shall be governed by these Terms of Business. These agreements shall include all correspondence and contracts between the parties. The acceptance of our services or products by any organisation, herein referred to as ‘the customer’ shall be deemed to be an acknowledgment and acceptance of these Terms of Business.

Pricing, fees, and rates

OmniBrand has a standard fee schedule based on the work type being carried out.

The fee charged for each work type is reviewed yearly in line with inflation in our industry for adjustment on the 1st of April each year.

OmniBrand will provide its customers with approximately one month’s notice of any changes to the rates schedule and the new fees will apply to new and existing projects from the schedule date.

Certain prices may be susceptible to exchange rate fluctuations and thus are subject to change without prior notice.

Pricing is represented exclusive of GST unless expressly indicated otherwise.

Time and material services

OmniBrand normally provides its services on an hourly time and material basis. Designers, developers, and consultants record their time spent on a customer’s projects in increments of fifteen (15) minutes.

While estimations are provided in terms of the efforts required to deliver a project, no guarantee is given in this regard, and as such projects will be billed based on actual hours required to deliver a project.

Change requests will be raised where the actual work required differs materially in terms of scope, timeline, or estimated hours for the project.

Fixed price services

OmniBrand can provide a Fixed Price Quote (FPQ) for a project or task. An FPQ will not be affected by any revision to OmniBrand’s standard rate schedule for the term of the project.

A payment schedule will be agreed upon for each FPQ.

Where completion of a project is delayed by variations or circumstances outside the control of OmniBrand, progress payments will be due as per the original payment schedule unless otherwise agreed.

Change requests will be raised for variations to the scope of the project with the agreement of the customer. However, no work will be carried out on a variation until such an agreement is documented and signed by OmniBrand and the customer.

Any outstanding change requests not yet agreed between the parties shall not affect any payments due under the original agreement. Any adjustment to the payments shall be made at the next payment due after an agreement is reached.

Unless otherwise specified, disbursements are additional to any FPQ and subject to normal terms for disbursements.

Disbursements

Costs incurred by OmniBrand on the customer’s behalf may be charged to the customer unless otherwise agreed. Whether or not any such charges are likely for a given project will be outlined in the statement of work and agreed with the customer in advance. Any individual items in excess of $100 will be further agreed upon with the customer in advance.

Additional charges

If, as a consequence of the provision of services or products to a customer, OmniBrand becomes responsible for sales tax, customs duty or other taxes, duties, tariffs, levies or surcharges imposed by any governmental or statutory authority, these extra costs will be charged to the customer.

Invoicing

Hourly services, disbursements, and additional charges are invoiced on the twenty-fifth (25th) of each month and are due based on the customer’s payment term.

FPQs and products are invoiced based on the agreed schedule and are due for payment within seven (7) days of the invoice date.

Retainer services are invoiced on the twenty-fifth (25th) and are due for payment within seven (7) days of the invoice date.

Hosting and retainer services are invoiced on the twenty-fifth (25th) and payable via credit card or debit order. Hosting may be paid annually in advance by invoice if preferred.

Late payment

OmniBrand reserves the right to charge penalty interest on payments made later than 30 (thirty) days after the due date except where OmniBrand has received written notice of dispute within this time.
If charged, OmniBrand will charge default interest on all amounts outstanding at a rate of two percent (2%) per annum above the Base Lending Rate of OmniBrand’s bank. Calculated from the due date of payment until the actual date of payment.

OmniBrand reserves the right to instigate further action to recover amounts overdue by more than ninety (90) days and the cost of such action will also be due from the customer.
Hosting and hourly services to the customer may be suspended where invoices are outstanding for more than thirty (30) days from the invoice due date.

Professional responsibility

OmniBrand accepts the professional responsibility to provide services and products which as far as is reasonably practical meet the terms of reference, specifications, and standards agreed upon between OmniBrand and the customer.
OmniBrand undertakes to remedy any problems, on an hourly or fixed price basis as is appropriate, to comply as far as is reasonably practical with the terms of reference, specifications, and standards.

Timetable

OmniBrand will make every effort to meet any agreed timetable. However, meeting a timetable is not a condition of any agreement. If a delay in the provision of the services and products is caused by circumstances outside of OmniBrand’s control, payment is due for all work completed to date. Any delay in agreeing to changes or variations shall not alter any payments due unless specifically agreed.

Termination

Unless agreed otherwise, the customer may terminate at any time with reasonable prior notice any services provided on an hourly basis. The customer will be charged for services provided up to the time of termination.

OmniBrand shall have the right to terminate any project (without prejudice to any other of its rights) immediately upon any of the following events:

• if the customer ceases or threatens to cease to carry on business; or
• if a receiver or similar officer is appointed in respect of all or any assets belonging to the customer or the customer is unable to pay its debts when they fall due or enters into a scheme or arrangement with its creditors, or any steps are taken to place the customer into liquidation; or
• if the customer commits a breach of any agreed business terms and the breach is not remedied within fourteen (14) days of notification of the breach by OmniBrand.
• Under any other circumstances, termination shall be subject to an agreement between OmniBrand and the customer. In the event of termination, OmniBrand shall be entitled to a fair price for work already undertaken.
  Hosting and monthly services require thirty (30) days’ written notice for termination. The termination period will be billed at the existing provisioned rate for said service.

Intellectual property

OmniBrand acknowledges and agrees that the copyright and ownership of all material made available to it by the customer from time-to-time, vests and shall remain vested exclusively in the customer.

The customer acknowledges and agrees that the copyright in and ownership of all material made available to it by OmniBrand from time-to-time, vests and shall remain vested exclusively in OmniBrand.

The copyright in any material prepared or created specifically for the customer by, on behalf of, or on the instruction of OmniBrand or any personnel of OmniBrand, shall remain the property of OmniBrand until fully paid for by the customer and will be transferred to the customer by way of written notice.

OmniBrand reserves the right to use the materials in its own marketing and promotional material as an example of work delivered.

Confidential information

OmniBrand and the customer will keep all business information gained in relation to the project confidential and will ensure that at any time during or after the term of the project, such information shall not be disclosed to any third party without the consent of the party supplying such information. Confidential information does not include information that is required to be disclosed by law or is in the public domain.

Limitation of liability

OmniBrand does not accept any liability for any third party, or any incidental, indirect, special, or consequential costs or losses arising from any error, deficiency, misuse, delays in completion, delays in supply, or other cause in relation to services or products supplied or offered for supply by OmniBrand.

In any event, total liability under any claim whatsoever in respect of any one project, contract, or product shall not exceed the amount paid to OmniBrand by the client for that project, contract, or product. Except as expressly stated in the Terms of Service and any correspondence and contracts included in the Form of Agreement clause above, all warranties and representations in relation to services or products supplied or offered for supply by OmniBrand, whether express or implied, are excluded to the fullest extent permitted by law.

Legal jurisdiction

OmniBrand provides its services and products under the laws of New Zealand including but not limited to the Consumer Guarantees Act.