Terms + Conditions

The following terms constitute an agreement (the “Agreement”) between you as the (“User”/”Client”) and Tornn Studio, (“we”, “us”) and contain the terms and conditions that apply to your access and use to The Services provided by Us.

GENERAL

Please read the below terms carefully. By engaging Tornn Studio, you agree to our Terms and Conditions. The Terms and Conditions herein will be valid and binding as of the date of signing, and will continue to be valid and binding until both the Client and Tornn Studio agree in writing, that services of Tornn Studio are no longer required. The below conditions will apply to all individuals, businesses or companies (“Client”) who engages the services of Tornn Studio, its contractors or sub contractors unless otherwise agreed in writing by both parties. 

PAYMENT

Payment of services and/or products will be in New Zealand Dollars (NZD) via Paypal or Internet Bank Transfer. Initial payment is is due before any design work begins and final payment is due before any digital files or site is launched. All other invoices are payable within thirty (30) days of receipt. An additional fee, of 10% (of the total project fee), is payable on all overdue balances after seven (7) days following the due date. Invoices shall list any expenses and additional costs as separate items. All grants of any license to use or transfer ownership of any intellectual property rights (including but not limited to designs completed by Tornn Studio or its contractors or sub contractors) under this agreement are conditioned on full payment, including all outstanding additional costs, expenses, fees, or any charges.                        

PROPOSAL

Estimates for Services with Tornn Studio are generated on the basis of the brief provided by the Client and expected time investment by Tornn Studio, and may change if additional work is required. Estimates provided are valid for thirty (30) business days, whereby following the expiry such date, Tornn Studio reserves the right to amend prices. No quoted service delivery dates are guaranteed, and can vary. 

BOOKINGS

All bookings for services with Tornn Studio are only confirmed when the Client pays a 30% non-refundable deposit fee. This is non-refundable for it is used to confirm a spot in Tornn Studio schedule. Once the deposit is received, an email will be sent to the Client to confirm and make arrangements for the commencement of the project. The remaining 30% is due after final sign off before completion of final artwork. The last 40% will be payable upon project completion, or on the scheduled date of completion as agreed between Tornn Studio and the Client (whichever date happens first) to ensure our project aligns with our timeline. 

COMMENCEMENT AND TERM\INATION

This agreement shall begin when the client accepts a proposal, signs this agreement and pays the corresponding deposit invoice for a Tornn Studio service and shall continue until all services are complete and delivered, or until the agreement is terminated. Either party may terminate this agreement at any time, on written notice to the other party, if the other party ceases to conduct business in its normal course; makes an assignment for the benefit of creditors; is liquidated or otherwise dissolved; becomes insolvent; files a petition in bankruptcy; or a receiver, trustee, or custodian is appointed for it. In the event of termination, client shall pay Tornn Studio for all services performed through the date of termination in the amount of a prorated portion of the fees due.

DELAYS

Client shall use all reasonable efforts to provide needed information, materials and approvals. Any delay by client will result in a day-for-day extension of the due date for all deliverables. Any delay caused to conditions beyond the reasonable control of the parties shall not be considered a breach and will result in a day-for-day extension any performance due. Each party shall use reasonable efforts to notify the other party, in writing, of a delay. Conditions beyond the reasonable control of the parties include, but are not limited to, natural disasters, acts of government after the date of agreement, power failure, fire, flood, acts of god, labour disputes, riots, acts of war, terrorism and epidemics.

COMPENSATION

Client agrees to pay designer the fees listed in the project proposal, including all taxes. Pricing in the project proposal includes only designer fees. Any other costs, such as, fonts, printing, art licensing or photography, will be billed to Client. 

DESIGN

For Branding, Textile/Surface print design, illustration and general design projects Tornn Studio will provide the Client with three (2) rounds of refinements with no extra cost within the agreed timeline outlined in the proposal (3 -7) days of submission to the Client for review. (“Review Period”). Request for changes are to be made via e-mail. Tornn Studio will presume that the Client has accepted the original draft with no changes, if no emails requesting changes were made within the agreed timeline (3-7) days of the commencement of the review period.

PROJECT

Designer agrees to provide graphic design services as described in the Deliverables section. The designer agrees to remain the sole provider for the term of this project. All works remain unique, original and free of any plagiarism.

CHANGES TO PROJECT SCOPE

If client wants to change the scope of work after acceptance of this agreement, client shall send designer a written change order (detailed, in one email) describing the requested changes in detail. Within ten (10) days of receiving a change order, designer will respond with a statement proposing designers availability, additional fees, changes to delivery dates, and any modification to the terms and conditions. Designer will evaluate each change order at its standard rate and charges. Client will have ten (10) days to respond in writing accepting or rejecting the new proposal. If client rejects the proposal, designer will not be obligated to perform any services beyond those in the original agreement. 

If the proposal for the amended project scope from Tornn Studio is rejected by the Client, Tornn Studio  is not obliged to perform any services beyond those in the Original Agreement. Tornn Studio  reserves the right to extend or modify any delivery schedule or deadlines in the agreement as may be required by such changes. 

RUSH SERVICES

If the Client requires design work expedited (outside of project scope and agreed upon time frames) , Tornn Studio will try to accommodate you, but please know that good design cannot be rushed. We have other clients booked in that have paid for our time and their spot in the queue and we will need to be financially compensated for working overtime.

Any requests for work to be expedited before my earliest calendar start date (defined by any project or work requiring me to work after regular business hours, weekends and/or on NZ national holidays or know vacation times) will incur an additional 50% fee of the initial proposed cost.

EVALUATION AND ACCEPTANCE

Client shall, within the agreed timeline (3-7) business days after receiving each deliverable, notify Tornn Studio in writing of any failure to comply with the specification of the project proposal or of any other objections, corrections or changes required. Tornn Studio shall, within the agreed timeline (3-7) business days of receiving client's notification, correct and submit a revised deliverable to client. Client shall, the agreed timeline (3-7) business days of receiving a revised deliverable, either approve the corrected version or make further changes. If after three (2) refinements or corrections by us, you as the client finds the deliverables not unsatisfactory between both parties, the client may terminate this agreement subject to the termination clauses of this agreement. If client fails to provide approval or comments during any approval period, those deliverables will be considered approved and accepted. 

CONFIDENTIAL INFORMATION

All material considered confidential by either party shall be designated as confidential. 
The Designer acknowledges that they may have access to or become aware of confidential information relating to the Client‘s personal affairs, such as past, present, or future dealings, customer names, marketing plans, project information, and financial documents. The Designer agrees to safeguard all such information and maintain its confidentiality. Nevertheless, the Designer is authorised to exhibit the final work product on their website or promotional materials. Both Designer and client may share teasers of work in progress on social media.

RELATIONSHIP OF THE PARTIES

No agency, partnership, joint venture, or employee-employer relationship is intended or created by this agreement. Neither party is authorised to act as agent or bind the other party except as expressly stated in this agreement. Tornn Studio and the work product or deliverables prepared by us shall not be deemed a work for hire as defined under copyright law. All rights granted to client are contractual in nature and are expressly defined by this agreement.

NO WARRANTY

Tornn Studio services are provided on an “as is” basis, and without any warranty or condition, express or implied. 

INDEMNIFICATION AND LIABILITY

Client shall indemnify designer from any and all damages, liabilities, costs, losses, expenses or attorney fees arising out of any claim, demand, or action by a third party due to materials included in deliverables at the request of the client. The services and the work product of designer are sold “as is.” in all circumstances, the maximum liability of designer, its directors, officers, employees, design agents and affiliates (“designer parties”), to client for damages for any and all causes whatsoever, and client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net profit of designer. In no event shall designer be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by designer, even if designer has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy. 

PRELIMINARY WORKS

We as the designer shall retains all rights in and to all preliminary works. All designer tools are and shall remain the exclusive property of designer. Designer grants client a nonexclusive, nontransferable, perpetual, worldwide license to use the designer tools solely to the extent necessary with the final deliverables for the project. 

SUPPORT SERVICES

Once the final files are sent any other revisions are supported at my hourly rate of $70.00NZD.

ALTERATIONS

Alteration of any deliverable is prohibited without the express permission of designer. Tornn Studio will be given the first opportunity to make the required alterations. Unauthorised alterations shall constitute additional use and will be billed accordingly. 

DISPUTE RESOLUTION

Parties agree to attempt to resolve any dispute by negotiation between the parties. If parties are unable to resolve the dispute by negotiation, either party may start mediation and/or binding arbitration in a forum mutually agreed to by the parties. The prevailing party shall be entitled to recover its attorney's’ fees and costs in any dispute resolved by binding arbitration or litigation. 

CHOICE OF LAW

The agreement herein is governed by the law in force in New Zealand and you any other courts which may hear appeals from those courts in respect of any proceedings in connection with these Terms of Conditions. If any of these Terms and Conditions are invalid or unenforceable, they may be struck out and the remaining Terms of Use will continue to be of full force and effect.            

I, the undersigned client, hereby warrant that I am competent to contract in my own name. I confirm that I have read the herein agreement prior to its execution and I am fully familiar with the contents thereof. This agreement shall be binding upon me and my heirs, legal representatives and assigns. 

DETAILS

Please read these Terms and Conditions ("Terms", "Terms and Conditions") carefully before using the www.januarymade.co.nz website (the "Service") operated by January Made Design ("us", "we", or "our").

Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms.
These Terms apply to all visitors, users and others who access or use the Service.

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.

By contracting Tornn Studio for work, you agree that you have read the terms and conditions.

OWNERSHIP OF RIGHTS

The Client continues to own any and all proprietary information it shares with the Graphic Designer during the term of this Contract. The Graphic Designer has no rights to this proprietary information and may not use it except to complete the project agreed. Upon completion of the Contract and final payment, the Client will own the final project Deliverables only and not the raw files.

Non exclusive Textile and Surface design prints remain the property of Tornn Studio and has the right to continue to sell as a non exclusive print.

Exclusive Textile and Surface design prints become the property of the client for the agreed licence period and terms. After licence period and term the design becomes the property of Tornn studio who has the rights to sell again. If the licence period and term

Custom Textile and Surface design prints designed for client become to property of the client permanantly upon competition.

INTELLECTUAL PROPERTY

The Service and its original content, features and functionality are and will remain the exclusive property of Tornn Studio and its licensors. The Service is protected by copyright, trademark, and other laws of both the New Zealand and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Tornn Studio.

Where Tornn Studio creates any product, illustration, textile or surface print or graphic, the intellectual property rights for that pproduct, illustration, textile or surface print or graphic, remain the property of Tornn Studio unless express permission and agreed in writing that the rights should pass to the customer. All work completed by Tornn Studio is subject to copyright and terms and conditions of trade. Reproduction or issue to third parties in any form is not permitted without authority from Tornn Studio.

LINKS TO OTHER WEBSITES

Our Service may contain links to third-party web sites or services that are not owned or controlled by Tornn studio.

Tornn Studio has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that Tornn Studio shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.

LIMITATION OF LIABILITY

In no event shall Tornn Studio, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

GOVERNING LAW

These Terms shall be governed and construed in accordance with the laws of New Zealand, without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have between us regarding the Service.

CHANGES

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.

CANCELLATION

This Contract may be cancelled/terminated by either Party submitting a written notice to the other Party or may immediately be cancelled under the following circumstances:

1. If there is a failure to make a required payment when due

2. The failure to make available or deliver the services in the time and manner as described in this Contract.

Upon termination of this Contract, the Graphic Designer shall cease reproducing, advertising, Name: marketing, and distributing any material or information pertaining to the Client immediately.

CONTACT US

If you have any questions about these Terms + Conditions, please contact us.