Terms of trade with 14all Agency
Last updated: 23 March 2024
1. You and 14all Agency
When we say you, your, or client, we mean both you and the entity you are representing. When we say we, our or us, we are referring to Mitch John Limited, trading as 14all Agency, the entity you contract with and pay for services.
2. Governing Law
This Agreement shall be governed, construed, and enforced in accordance with the laws of New Zealand.
3. Intellectual property
Ownership of all work commissioned and developed specifically for a project, not relating to proprietary or third-party systems, is transferred to the client on payment of final accounts. We reserve the right to re-use any code developed for a project.
We reserve the right to create visuals, present examples, provide commentary and/or publish statistics on any part of a project for advertising, documentation, and marketing services unless explicitly documented as confidential information or the client negotiates otherwise in writing signed by both parties. Any third-party code or service utilised in a project will remain the property of those third parties. Ongoing license fees may apply.
4. Events outside our control
We aren’t liable to you for any failure or delay in performing our work because of any event or circumstance outside of our reasonable control.
5. You indemnify us
You indemnify us against all losses, costs (including legal costs), expenses or liability that may be incurred arising out of, or in connection with, a third-party claim against us relating to your use of services or any third-party product (except as far as we are at fault).
6. Warranty of work
All new websites and requested changes to existing websites come with a 90-day warranty, for the benefit of the client, which covers the standard of work carried out by us and as signed off by the client during the building of the website.
During this period, you may notify us of any errors or omissions you believe are a result of the work carried out by us. If we fail to carry out the work in a professional manner, to the defined scope and within industry standards, we will use all reasonable efforts to resolve the error within an agreeable timeframe.
This warranty includes:
Correction of incomplete or inaccurate content (text, photos, or videos) entered by us, unless supplied by the client.
Correction of website styling which differs from the documents originally signed off by both parties that specifically expresses otherwise graphically or in writing.
Correction of defective functionality or flow of work created by us.
Work exempt from the warranty:
Anything not included in the documented original scope of work signed off by both parties.
Resolution to problems created by the client and/or any external hosting or service provider.
Resolution to problems created by using unsupported web browsers or devices, including older unsupported versions of common web browsers or devices.
Any work that is exempt from warranty such as additional work, new requests of work or work performed after the warranty period will be charged at the agreed rate.
We disclaim all guarantees except those identified in this warranty clause with respect to the services supplied. We make no other expressed, implied and/or statutory warranties. All services provided are accepted as is.
7. Planning and proposals
Proposals, estimates, and all other supplied documents specifying work details are derived from the client’s instructions.
Clients are required to exercise due care and attention when checking any proposals, estimates or other supplied documents before work commencement to confirm their instructions and/or requirements have been interpreted correctly.
Work will be carried out to meet the requirements of the latest version of a supplied document specifying details that have been signed off by both parties. We reserve the right to review and/or alter pricing in the event of changed client requirements.
Proposals shall lapse unless accepted within 5 business days from the day given.
8. Inactivity, suspension, and cancellation
For any work halted pending client instruction, access, assets, or information for longer than 10 business days, unless an alternative delivery date was otherwise agreed upon by both parties, the project will become “inactive”, and no further work will be performed unless an alternative deadline or schedule is explicitly agreed upon in writing signed by both parties.
We reserve the right to review the quotation and timeframes for any inactive projects.
We reserve the right to cancel any work that has been in an “inactive” state or suspended for more than 10 business days.
The suspension, cancellation or termination of any work or project at the client’s request will entitle us to full payment for all work and/or services in progress at the time of suspension and for any work already completed that has payment outstanding.
9. Suitability and performance
No guarantee shall be given or implied that the goods or services supplied to the client’s instructions or designed by us to those instructions are suitable for specific market standards or requirements unless those are signed off by both parties and/or form part of the original proposal.
The performance of any goods or services will be optimised to the extent outlined in the proposal only concerning the metrics specified in the proposal.
We do not guarantee the performance of any goods or services. We shall not be responsible for factors outside of reasonable control such as competition, service, product demand, etc. Consequently, we shall not be responsible for the performance of any business.
10. Payment and non-payment
The client bears the responsibility to regularly check their email for invoices from us. All invoices are sent by email only, unless stipulated otherwise.
If the account is not paid by the invoice due date, any work on the project may be put on hold and/or the existing services may be suspended. We shall not be liable for any direct or indirect loss to the client arising from work being put on hold and/or services being suspended.
11. Shopify Theme and Code Changes
To receive Shopify theme upgrades as part of your subscription, it is a prerequisite that you are utilizing a Shopify theme purchased from the Shopify Theme store. In the event that code alterations are made by the client or a third party, our allocated time for services or adhoc hours will be utilized to synchronize those changes with our own code repository and update documentation pertaining to theme upgrades.
It is expressly stated that we are not liable for any faults or issues arising from the base theme or any third-party code utilized within the theme. Any modifications made by the client or third parties are undertaken at their own risk, and we shall not be held responsible for any resulting implications or consequences.
12. Advertising and SEO Reporting
We will only provide advertising performance reporting for advertisements that are managed directly by us. For SEO reporting, it is a prerequisite that we have administrator access to the store's Google Analytics and Google Search Console. Without such access, we cannot guarantee the accuracy or completeness of the SEO reporting. It is the responsibility of the client to grant us the necessary access permissions for Google Analytics and Google Search Console to facilitate SEO reporting. We shall not be held liable for any discrepancies or limitations in reporting resulting from the absence of such access.
13. Mail Server Responsibility
We are not responsible or liable for the client's mail server. While we are willing to assist in coordinating with existing mail hosts to diagnose issues within the scope of our allocated time, we do not manage the client's staff emails.
14. Subscription Limitation - Brand Websites and Domains
Each subscription allows for the reporting and management of one brand website and one domain. If the client possesses multiple brand websites or multiple sending domains, a unique subscription is required for each additional website or domain they wish us to manage.
15. Data Loss, Hacking, and Cyber Security
We are not liable or responsible for any loss of data, security breaches, or failed data recovery experienced by the client. While we endeavor to provide proper training on best security practices, it is ultimately the client's responsibility to prevent cyber security incidents. We expressly disclaim any liability for lost sales or incurred transaction fees resulting from fraudulent orders or security breaches.
16. Unlimited Meetings Availability
Unlimited meetings are subject to our availability. The client is responsible for scheduling meetings with us as needed.
17. Cancellation or Pausing Subscription
In the event of canceling or pausing their subscription, it is the client's responsibility to stop using services owned by Mitch John Limited including our DMARC policies and custom apps. Failure to do so may result in data hosting fees being incurred. We are not liable for maintaining or resolving issues with any work we have set up for the client during their subscription in the event of the client canceling or pausing their subscription.
18. Data Deletion Responsibility upon Cancellation
It is the client's responsibility to request the deletion of any data we hold for them upon cancellation or otherwise, including DMARC reporting and monthly performance reporting. We will comply with such requests in a timely manner.
19. Site PageSpeed
To achieve our guaranteed Mobile PageSpeed score of 50+, we require access and permission to make changes to your website, including modifying your theme code and replacing apps/integrations with similar alternatives. In the event we require an app or integration to be uninstalled to achieve the guaranteed score, we will suggest a suitable alternative with similar functionality.