Boxcrib Limited Standard Terms and Conditions.

Introduction:

1.1. Please take a moment to carefully review these terms and conditions. When you engage our services, you agree to abide by these terms and conditions. References to "us," "we," "our," “Photographer,” “Boxcrib,” and “Boxcrib Limited” in these terms and conditions shall mean Boxcrib Limited – trading as Boxcrib.

1.2. These terms and conditions are subject to modification without prior notice. Your continued engagement with us implies your acceptance of any future amendments.

Written Instructions:

2.1. The Client is responsible for ensuring that all instructions, preferences, or modifications concerning the photography/videography session are documented in writing before the actual shoot takes place

2.2. We will make every reasonable effort to capture the requested photographs or videos, but we cannot guarantee specific poses or shots. Any provided lists or visual inspirations are used solely for creative planning purposes. We reserve the right to remove substandard or duplicate shots at our discretion.

Ownership:

3.1. Unless otherwise specified in writing, both Boxcrib and the Client share joint rights, title, and ownership of all edited photographic and videographic works created. Both parties mutually grant each other a perpetual and irrevocable right to reproduce, publish, and utilise these works.

3.2. Boxcrib will store historic footage that Boxcrib deems fit for future use. This will remain unedited until Boxcrib uses it for future work, or the Client requests extra content to be edited by Boxcrib. These unedited videos and photos are only to be edited by Boxcrib, and cannot be supplied to Clients upon request in their unedited form. Standard editing fees will apply. 

3.3. Boxcrib will retain full ownership of all original and RAW photo and video files collected during our services.

3.3.1. Licensing: Clients may purchase a license to use these files for specified purposes. Licensing fees and terms will be provided upon request.

3.3.2. Deletion Rights: We reserve the right to delete any and all original and RAW files from our storage devices at any time, without prior notice, except where a license has been granted and is still in effect.

3.3.3. License Termination: In the event of termination of the business relationship, licensed files will be retained only for the duration specified in the licensing agreement. Unlicensed files will be permanently deleted.

3.3.4. Usage Restrictions: Licensed files may not be resold, transferred, or used beyond the scope of the agreed licensing terms.

3.4. In cases where the photographic or videographic works are commissioned for an advertiser, they may only be used for the advertising purposes of that specific advertiser.

3.5. Without prior written agreement or as outlined in these terms, the Client may not sell the photographic or videographic works or use them for commercial purposes (e.g., in magazines or other advertising) or make alterations without our permission, except for resizing for web use. The Client further agrees not to provide these images to professional third parties without our prior written consent, which will be granted reasonably.

3.6. If the Client posts the photographic or videographic works on any published media e.g. magazines, newspaper, articles etc. proper credit to Boxcrib Limited must be given.

3.7. Unless otherwise agreed, Boxcrib retains the right to use the photographic or videographic works worldwide and at any time for purposes including but not limited to:

3.7.1. Submitting the works to photographic competitions or awards and using them in materials related to promoting those competitions or awards.

3.7.2. Advertising or promoting Boxcrib's services.

3.7.3. Displaying the works at art galleries or other venues.

3.7.4. Using the works for any other purposes within Boxcrib's business activities.

3.8. The Client waives any rights to inspect or approve the photographic and videographic works, their finished versions, or their intended use, including accompanying written copy.

3.9. After completing the photographic or videographic works, Boxcrib will follow its standard backup procedure. Boxcrib will not be held liable if unable to provide backups upon the Client's request. It is the Client's responsibility to ensure that the images are copied to new technology and securely backed up.

Fee Estimates:

4.1. Any fee estimates provided by Boxcrib to the Client for proposed or ongoing engagements are indicative and do not constitute fixed-price quotations. However, Boxcrib commits to discussing any significant deviations from estimated fees compared to actual fees with the Client either as soon as the likelihood of a deviation is known or before issuing an invoice.

4.2. All quotes and estimates are valid for a period of 7 days and exclude GST, disbursements, expenses, and third-party consultancy fees (if applicable). We reserve the right to withdraw, modify, or vary any quote or estimate at any time before the Client accepts it.

4.3. Upon the Client's request, a separate estimate for disbursements may be prepared when significant expenses are anticipated.

4.4. Disbursements are typically charged at cost incurred. If external partners are engaged by Boxcrib for activities such as flights, accommodations, or rental cars, a 10% administration fee will be added to the disbursement charge.

4.5. For Monthly Content Plans, the Client acknowledges and agrees to a minimum spend requirement. The minimum spend amount will be specified in the proposal or agreement provided by Boxcrib. The Client must commit to this minimum spend for each month of the plan's initial term and any subsequent renewal periods.

4.6. Monthly Content Plans have an initial commitment term of three (3) months, during which the Client is obligated to fulfil the agreed-upon services and minimum spend requirements. After the initial three-month term, the plan automatically renews on a month-to-month basis unless cancelled as per the terms outlined in Section 602 (Cancellation Notice for Monthly Content Plan).

Fees and Expenses:

5.1. All fees and disbursements invoiced by Boxcrib will be subject to GST.

5.2. Travel expenses incurred by car will be billed to the Client according to the current rates recommended by the Inland Revenue Department or at Boxcrib's discretion. Generally, this applies to travel outside a 20-kilometre radius of the Boxcrib Office in Auckland City or Christchurch City and when travel exceeds 40 kilometres in a day, anything furthermore of 40km will be charged at Boxcrib’s discretion and discussed with the client prior to the event.

Cancellation Policy:

6.1. In the event of a short-notice cancellation of a site visit or shoot session, we will make every effort to allocate our resources elsewhere. If this is not possible, cancellation charges may apply as follows: 

6.1.1 Stand Alone Projects: Less than 10 working days' notice incurs a 100% fee, while greater than 10 but less than 20 working days' notice may result in a 50% fee or the forfeiture of the deposit, at our discretion.

6.1.2 Monthly Content Plan: We understand that special circumstances are unavoidable and a cancellation of your site visit may be necessary. If you find yourself unable to go ahead with your site visit, we request 24 hours’ notice. This courtesy enables us to schedule another client at this time. If 24 hours notice isn’t given you will be charged 50% of the site visit fee. 

6.2. In the case of a Monthly Content Plan which may include content, social media management, marketing services and/or graphic design services, the Client is required to provide Boxcrib with a minimum of one month's written notice in advance of the intended cancellation date. This notice should be sent in writing to info@boxcrib.co.nz and should clearly specify the desired cancellation date. Upon receipt of the cancellation notice, Boxcrib will terminate the Monthly Content Plan after the notice period has elapsed. The Client remains responsible for any fees or charges applicable for the duration of the notice period.

Payment Terms:

7.1. The Client must settle Monthly Content Plan invoices from Boxcrib on the 20th of the same month the invoice was sent. These invoices will be sent on the 1st of every month. For stand alone projects, payment is due within 7 days of the invoice date for the services provided. The Client agrees that Boxcrib may withhold the works until all outstanding payments are made in full.

7.2. Boxcrib will request a deposit upon booking an engagement, and this deposit will be invoiced in advance of the event. The deposit amount is determined by Boxcrib at its sole discretion, taking factors such as the engagement type, event date proximity, site reconnaissance, and air traffic restrictions into account. Until the invoiced deposit is paid, your booking will not be confirmed, and Boxcrib may accept bookings from other clients.

7.3. Late payment of any fees, expenses, or amounts owed to Boxcrib by the Client will constitute a default. Boxcrib reserves the right to charge interest on overdue amounts at a rate of 15% per annum, calculated from the date of the invoice until the outstanding balance is paid in full. In the event of non-payment, Boxcrib may take legal action to recover the amount owed, and the Client shall be responsible for any associated legal fees and costs. BoxCrib reserves the right to engage the services of a debt collection agency or third-party debt collector to recover the outstanding amount. The Client shall be responsible for any costs and fees associated with the engagement of such debt collection services, including but not limited to collection agency fees, legal fees, and court costs. The Client acknowledges that any information related to the outstanding debt and their contact details may be shared with the debt collection agency or third-party debt collector for the purpose of debt recovery.

7.5. In case of any disputes regarding invoices or fees, the Client shall promptly notify Boxcrib in writing within 7 days of receiving the invoice. Failure to provide written notice within this timeframe shall be deemed as acceptance of the invoice and its terms.

Liability and Indemnity:

8.1. While Boxcrib will take all reasonable precautions to ensure the safekeeping of the photographic or videographic works, the Client agrees that Boxcrib will not be liable for any loss or damage to the works during or after the event, including but not limited to theft, fire, or equipment failure.

8.2. The Client shall indemnify and hold harmless Boxcrib against any claims, losses, damages, or liabilities arising out of the Client's use of the photographic or videographic works, including any claims by third parties.

Termination:

9.1. Either party may terminate this agreement by providing written notice to the other party if:

9.1.1. The other party breaches any material provision of these terms and conditions and fails to remedy such breach within 14 days of receiving written notice specifying the breach and requiring its remedy.

9.1.2. The other party becomes insolvent, enters into liquidation, has a receiver appointed, or undergoes any similar insolvency or bankruptcy proceedings.

9.2. Termination of this agreement shall not affect any rights or obligations that, by their nature, are intended to survive termination, including but not limited to those relating to ownership, fees, and indemnity.

Marketing Services:

10.1. Boxcrib will provide marketing services as outlined in the proposal or agreement, which may include but are not limited to Meta ads, Google AdWords, and LinkedIn ads.

10.2. The specifics of each marketing service, including ad campaigns, budget allocation, target audience, and duration, will be detailed in a separate statement of work (SOW) or campaign plan, which will be agreed upon by both parties.

10.3. The Client will provide an advertising budget for each marketing campaign. The budget will be determined based on the goals and requirements of the campaign.

10.4. Boxcrib will manage and optimise the campaign within the agreed-upon budget, making reasonable efforts to achieve the specified objectives. Any adjustments to the budget must be mutually agreed upon in writing.

10.5. Boxcrib will provide regular reports outlining the performance of the marketing campaigns. The frequency and format of these reports will be specified in the SOW.

10.6. The Client acknowledges that the success of advertising campaigns may vary, and results cannot be guaranteed. Boxcrib will make reasonable efforts to optimise campaigns for optimal performance.

10.7. The Client is responsible for all advertising expenses, including ad spend on the chosen platforms. Ad spend will be billed separately from service fees, as specified in the SOW.

10.8. Any creative assets developed as part of the marketing campaigns, including ad copy and graphics, shall remain the property of Boxcrib unless otherwise agreed upon in writing.

10.9. The Client acknowledges that advertising on platforms such as Facebook, Google, and LinkedIn is subject to the respective platform's policies and guidelines. Boxcrib will make reasonable efforts to ensure compliance with these policies, and the Client agrees to cooperate in this regard.

10.10. The Client is responsible for providing accurate and up-to-date information necessary for campaign execution, including access to advertising accounts and relevant website tracking tools.

10.11. The Client is responsible for ensuring that any website or landing page linked to the advertising campaigns complies with relevant laws and regulations and is functional and accessible.

10.12. Both parties agree to maintain the confidentiality of any sensitive information exchanged during the provision of marketing services.

Graphic Design Services:

11.1. In the provision of graphic design services, Boxcrib will create visual content, branding materials, logos, and promotional materials as outlined in the proposal or agreement.

11.2. Upon full and final payment by the Client for the Graphic Design Services, the Client shall have full ownership and rights to the final design materials created for the project, subject to any third-party rights or licensed elements. Any preliminary or draft design concepts remain the property of Boxcrib.

11.3. The Client acknowledges that timely and constructive feedback is essential for the successful execution of Graphic Design Services. Delays in providing feedback may impact project timelines.

11.4. The number of revisions and rounds of changes included in the Graphic Design project will be specified in the project proposal or agreement. Additional revisions or changes requested by the Client beyond the agreed-upon scope may be subject to additional fees.

11.5. Both parties agree to maintain the confidentiality of any sensitive information exchanged during the provision of Graphic Design Services.

Governing Law and Jurisdiction:

12.1. These terms and conditions shall be governed by and construed in accordance with the laws of New Zealand. Any disputes arising out of or in connection with these terms and conditions shall be subject to the exclusive jurisdiction of the courts of New Zealand.

Entire Agreement:

13.1. These terms and conditions constitute the entire agreement between the parties and supersede all prior understandings, agreements, representations, and warranties between the parties, whether written or oral.

13.2. Boxcrib reserves the right to modify, amend, or update these terms and conditions at any time without prior notice. Any changes will be effective immediately upon posting on our website or notifying the Client through other appropriate means. It is the Client's responsibility to regularly review these terms and conditions for any updates. Continued engagement with our services after changes have been made constitutes acceptance of the revised terms and conditions. If the Client does not agree with any modifications, they must promptly cease using our services.

This clause makes it clear that the terms and conditions can be changed by Boxcrib at its discretion, and it outlines the Client's responsibility to stay informed about any updates.

By engaging our services, you acknowledge that you have read, understood, and agreed to these terms and conditions. If you have any questions or require further clarification, please do not hesitate to contact us.