TERMS AND CONDITIONS

Standard terms of trade & engagement with UpShift Limited

When engaging in trade with UpShift Limited, you must be aware of and agree to the following Standard Terms & Conditions.

These terms apply to any project (“The Project”) undertaken between UpShift Limited (“UpShift”) and the business or individual engaging with us (“The Client.”)

Contents

1. UpShift Limited Standard Terms of Service
2. Legal jurisdiction
3. Privacy policy
4. Intellectual Property and Copyright
5. Conflict resolution
6. Termination of contract
   
   
   1. UpShift Limited Standard Terms of Service

Our estimates represent what UpShift expects to charge to deliver our services to the best possible standards, based on our extensive experience and the information provided by and
gathered from the client during initial research. This may include a Proposal For Business, and/or a Solution Scope, and/or a Statement of Work.

• On acceptance of our estimate, a deposit of 50% of the estimated total will be billed.
• On receiving payment of the deposit, UpShift will commence the project.
• If the project takes more than four weeks to complete, progress invoices will be raised at the end of each calendar month.
• Additional work resulting from a change in the brief from either party (which is notuncommon during technical and creative projects) may increase or reduce the estimated cost.
• We will raise additional work if or when it is identified, discuss what is necessary and why, and endeavour to minimise any additional costs. UpShift will provide the client with an updated estimate of the time required and cost to complete the project.
• If the client is required to provide content for the project and has not done so within three months of deposit payment, UpShift will complete website & application builds and design projects using placeholder content and invoice the remaining amount.
• Prompt payment of the progress invoice is required to enable UpShift to continue working on the project. If payment is not received, the work will be put on hold until the payment clears, at which stage work will continue.
• The remainder of the project cost will be billed at project completion. When the final invoice has been paid, UpShift will finalise the project. This may include enlivening a site or application, releasing master artwork, and providing client training where required.
• Payment terms are seven (7) days.
• Alternative payment options can be negotiated under certain circumstances and at the sole discretion of UpShift.
• All resulting work from the Project remains the property of UpShift until all invoices are paid in full.

2. Legal Jurisdiction

These terms are a legally binding contract between UpShift Limited and The Client, and will be treated as such should either party fail to comply with the conditions.

3. Privacy policy

This privacy policy outlines how we collect, use, and protect your personal and business
information. We are committed to ensuring that your privacy is protected and that we comply with the Privacy Act 2020.

We may collect the following information:

• Name and contact details
• Any data we require about your organisation or business in order to understand your needs and complete the Project to the best of our abilities.
• Demographic information such a postcode, preferences and interests
  
  This information may be used for:
  
  
• Internal record keeping
• To improve our products and services
• To periodically send emails about our services and support to you, and other information we think you may find interesting or useful.

Security:

We are committed to ensuring that your information is secure. In order to prevent unauthorized access or disclosure, we have put in place suitable physical, electronic, and managerial procedures to safeguard and secure the information we collect online. We will not sell, distribute, or lease your personal information to third parties unless we have your permission or are required by law to do so.

4. Intellectual Property and Copyright

This contract is made under New Zealand jurisdiction and is therefore subject to New Zealand Intellectual Property Rights and Copyright law. All work remains the full property of UpShift until payment is complete.

All Intellectual Property owned by or licensed to UpShift by a third party, together with all modifications or developments to, or based on it, made by us in connection with the Project will be and remain our property.

Licensing: Provided you meet your payment obligations, we will grant a perpetual, royalty- free, non- exclusive, and non-transferable licence to our Intellectual Property, subject to any limitations or restrictions on that right required by third parties, to enable you to access, possess and use Our Intellectual Property solely for the purposes of using the Project as intended.

New Intellectual Property: Any new intellectual property created by us in connection with the project will be owned by us.

Use of Ideas: Subject to any restrictions on the use of confidential information, we will be entitled to use the ideas, concepts, tools, and methodologies gained by us as a result of completing the Project.

5. Conflict Resolution

Should any conflict arise between the parties involved in this contract, the conflict will be notified in writing. All effort will be made to reach a satisfactory resolution for each party within a reasonable period. This may involve consulting a third specialist party, the costs of which will be shared equally between the parties.

6. Termination of Contract

If either party wishes to terminate the contract before the Project is completed - whether before or after Conflict Resolution has been attempted, an explanation in writing is required to be acknowledged by both parties.

UpShift will issue a final invoice upon the date of termination. Any work not paid for will remain the property of UpShift.

See 4 (Intellectual Property) for guidance.

Final resolution may involve consulting a third specialist party, the costs for which will be shared equally between the parties.