Terms of Business

Last updated: 20 February 2025

This Terms of Business Agreement ("Agreement") constitutes a legally binding agreement between Scott Bloomer, trading as Lariat, a sole trader registered in New Zealand ("Lariat") and the client, whether personally or on behalf of an entity ("Client"), regarding access and use of Lariat's services and website ("Services"). This Agreement is governed by New Zealand law.

1. Payment Terms

Payment terms are specified in project proposals. Unless otherwise agreed:

  • A non-refundable deposit of 25% is required before project commencement

  • Final payment is due within 28 days of invoice

  • Late payments will incur:

    • Interest at 2% per month on the overdue amount

    • A flat administration fee of $100

  • All prices are in New Zealand dollars and exclude GST

  • Final files will be released upon receipt of full payment

2. Ownership of Materials

Upon receipt of final payment, the Client owns all design files and source materials created specifically for their project ("Deliverables"). If any operation of law would cause Lariat to retain ownership of the Deliverables, Lariat assigns its entire interest to the Client. The Client warrants that any materials provided to Lariat are owned by the Client or properly licensed, and don't infringe on third-party rights.

3. Project Process and Timelines

Lariat will:

  • Define clear project scope and deliverables

  • Maintain regular communication

  • Meet agreed deadlines

  • Provide opportunities for review and feedback

  • Deliver final files in agreed formats

All project timelines and delivery dates refer to New Zealand business days, excluding weekends and public holidays. Any referenced turnaround times or delivery dates should be interpreted as business days unless explicitly stated otherwise.

4. Scope Changes and Additional Work

Any changes or additions to the agreed project scope will be handled as follows:

  • Changes to approved scope will be documented and quoted separately

  • Additional work requests will receive their own proposal and cost estimate

  • New work will not commence until written approval of costs and scope is received

  • Additional payments may be required before starting extra work

  • Timeline impacts will be communicated with any scope changes

  • Original project deadlines may be adjusted to accommodate approved changes

The Client acknowledges that scope changes may impact both project timeline and final cost. Lariat reserves the right to adjust deadlines and pricing based on scope modifications.

5. Third-Party Assets and Services

For projects incorporating third-party assets or services (including but not limited to fonts, images, software, domains, and hosting services), Lariat will inform the Client in writing of required licenses, subscriptions, and services. The Client is responsible for purchasing and maintaining appropriate licenses, domain registrations, and hosting services. Lariat assumes no liability for the Client's failure to secure or maintain proper licensing, domains, or hosting. While Lariat may assist in setup or configuration, ongoing management and renewal of these services remains the Client's responsibility.

6. Third-Party Providers and Costs

Lariat may collaborate with or recommend third-party providers for services including but not limited to:

  • Photography and videography

  • Development work

  • Copywriting

  • Other specialist services

Lariat is not liable for the work, conduct, or performance of any third-party providers, even when recommended by us. Any agreements with third-party providers are between the Client and the provider directly.

7. Subscription and Platform Costs

The Client is responsible for all third-party costs including but not limited to:

  • Font licenses

  • Stock photography/video

  • Website hosting fees

  • Platform subscriptions (e.g., Shopify, Framer, WordPress)

  • Domain registration

  • SSL certificates

  • Email marketing platforms

  • Any other ongoing subscription services

These costs will be clearly outlined in project proposals but are not included in Lariat's project fees. The Client is responsible for setting up and maintaining their own accounts and subscriptions with these services.

8. Intellectual Property Rights

Unless otherwise indicated, all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics ("Content") created by Lariat remain Lariat's property until final payment is received. All Content is protected by New Zealand and international intellectual property laws. Content is provided "As-Is" for the Client's use as specified in the project scope. No part of the Content may be copied, reproduced, or distributed without Lariat's express written permission, except as explicitly agreed in the project scope.

9. Liability

Lariat's liability is limited to the project fee paid. Lariat is not liable for:

  • Consequential losses or data loss

  • Third-party claims

  • Similarity or resemblance of delivered work to existing brands, logos, or designs

The Client is responsible for conducting their own due diligence regarding trademark and intellectual property rights. By approving designs, the Client confirms they have conducted necessary checks and accept responsibility for any potential trademark or intellectual property issues. This limitation complies with New Zealand Consumer Guarantees Act 1993 where applicable.

10. Portfolio Rights and Client Feedback

Unless covered by a separate non-disclosure agreement, Lariat reserves the right to:

  • Include the work in its portfolio

  • Share the work on digital channels

  • Create and publish case studies about the project

  • Request client reviews and testimonials

  • Use client feedback, reviews, and testimonials for marketing purposes

While Lariat will seek permission for direct testimonials and reviews, we retain the right to create and publish case studies and project analyses without requiring final client approval. We will inform clients when creating case studies about their projects but are not obligated to obtain sign-off on the content. Client confidentiality will be maintained regarding sensitive business information.

11. Client Obligations

The Client agrees to:

  • Provide accurate, timely information and feedback

  • Make decisions and provide approvals within agreed timeframes

  • Pay invoices according to agreed terms

  • Use the Deliverables in accordance with applicable laws

12. Confidentiality

Both parties agree to maintain the confidentiality of all non-public information shared during the project. This includes business strategies, design concepts, and client information.

13. Termination

Either party may terminate this agreement with written notice if:

  • The other party breaches the agreement

  • The project timeline exceeds agreed parameters

  • Circumstances make completion impossible

On termination:

  • The Client pays for work completed

  • Lariat delivers materials created to date

  • Confidentiality obligations continue

14. Governing Law

On termination:

  • The Client pays for work completed

  • Lariat delivers materials created to date

  • Confidentiality obligations continue

15. Changes to These Terms

Lariat may update these terms with written notice to clients. Continued use of services constitutes acceptance of updated terms.

This document reflects our commitment to clear working relationships. It protects both parties while ensuring we can focus on creating effective work.

For questions about these terms, contact Scott Bloomer at scott@lariat.co.nz