Terms of Business

These Terms of Business apply to custom web development, software development, graphic design, brand identity and digital marketing services provided by me.

By accepting a project brief or quote, paying a project deposit, or asking me to begin work, you agree to these terms unless we have agreed otherwise in writing.

1. Structure & Parties

Super Space Goose is the trading name of Ben Appleton, an independent sole trader operating in New Zealand.

Throughout these terms, "I", "me" and "my" refer to Ben Appleton. "You", "your" and "the Client" refer to the person or business commissioning the work.

These terms should be read alongside your written project brief or quote. The project brief sets out the specific scope, deliverables, timing and pricing for your project. Where a project brief contains a project-specific term that differs from these general terms, the project brief will take priority for that particular matter.

2. Subcontracting & Quality Management

I personally carry out the core creative, design and development work for Super Space Goose projects.

From time to time, a project may require specialist expertise outside my normal scope or additional support to meet an agreed delivery schedule. In those situations, I may engage a trusted specialist to assist with a specific part of the project.

I will remain your main point of contact and will continue to manage the project and review work completed on my behalf against the agreed project brief.

Any subcontractor who requires access to confidential client information, systems or data will be expected to handle that information appropriately and only for the purpose of completing the agreed work.

3. Service Tracks, Milestones & Payment Pathways

Before work begins, I will provide a written project brief, quote or estimate setting out the expected scope of work, deliverables, pricing and payment schedule.

Track A: Web Development & Design Projects

Web development projects are normally invoiced using either a four-stage milestone structure or a simplified two-stage structure for smaller projects. The pathway that applies to your project will be confirmed in your project brief.

Standard Pathway (Four Milestones):

• A 25% project retainer before work begins.
• A 25% progress payment following approval of the initial layout or design direction.
• A 25% progress payment when the project reaches User Acceptance Testing (UAT).
• The final 25% payment before live deployment or final project handover.

The initial retainer reserves project capacity and covers the work involved in starting the project. Once the project has been scheduled or work has begun, this payment is generally non-refundable, except where required by law or agreed otherwise in writing.

Small-Scale Pathway (Two Milestones):

• A 25% project retainer before work begins.
• The remaining 75% following completion and before live deployment or final handover.

Track B: Graphic Design & Brand Asset Creation

Graphic design, illustration, brand assets and other creative work may be provided at my standard studio rate or as an agreed fixed project fee. The applicable pricing will be confirmed in your project brief or quote.

Where graphic design is part of a larger web development project, it may instead be included as a specific deliverable within that project's agreed price.

Track C: Digital Marketing & Ongoing Advisory Services

Ad-hoc digital marketing, ecommerce support, campaign work and advisory services may be charged at my standard studio rate or provided under an agreed fixed monthly retainer.

Any ongoing retainer, included hours, deliverables and responsibilities will be agreed in writing. Where I propose changing an ongoing monthly retainer fee, I will provide at least three months' written notice.

Changes to the Project

Projects sometimes change once work gets underway. If you request work that falls outside the agreed scope, I will discuss it with you before carrying it out.

Depending on the change, we may update the existing project brief, add the work as a separate line item, or treat it as additional work charged at my standard studio rate. Where specialist third-party work is required, any additional cost will be discussed and agreed with you before that work begins.

Feedback, Approvals & Client Delays

I will give you a reasonable opportunity to review milestones and provide feedback. Unless another timeframe is stated in the project brief, please provide feedback within 14 calendar days of receiving a milestone, design or UAT release.

If I do not receive feedback within that period, I may treat the milestone as approved and continue the project based on the work already supplied.

Project timeframes depend on receiving required content, access, decisions and approvals from you when reasonably requested. Delays in providing these may move the expected delivery date or require the project to be rescheduled around other committed work.

Invoices & Overdue Payments

Unless otherwise agreed in writing, invoices are due within 7 days of issue. If an invoice becomes overdue, I may pause further work until the outstanding balance has been paid.

You may also be responsible for reasonable external costs I genuinely incur while recovering an overdue debt, where those costs can lawfully be recovered.

Quotes and estimates remain valid for 30 days unless another validity period is stated in writing.

Cancellation & Project Suspension

Either of us may end a project by providing written notice.

If you cancel a project after work has begun, you remain responsible for payment for work completed up to that point together with any third-party costs already approved or committed on your behalf.

If I end a project for reasons unrelated to a breach of these terms by you, I will only charge for work already completed and agreed external costs. Any prepaid amount relating to work that has not been carried out will be refunded.

4. Client Supplies, Content & Anti-Spam Compliance

You are responsible for supplying the copy, product information, photography, brand assets, fonts, system access and other materials reasonably required to complete your project.

You are also responsible for making sure you have the right to use any material you provide to me. This includes text, photographs, illustrations, fonts, trademarks and other intellectual property.

If I reasonably believe that supplied material may infringe someone else's rights, I may ask you to provide evidence that you have permission to use it or ask you to provide an alternative.

Where digital marketing work involves email campaigns, mailing lists or other electronic communications, you are responsible for ensuring that any recipient data supplied to me has been obtained and may be used in accordance with the Unsolicited Electronic Messages Act 2007 and other applicable law.

Digital marketing results can be influenced by many factors outside my control. Unless specifically agreed otherwise in writing, I do not guarantee particular search rankings, revenue, advertising returns, lead volumes, email deliverability or other commercial outcomes.

5. Intellectual Property & Code Ownership Rights

My aim is that the custom creative work made specifically for your brand becomes yours once the project has been paid for in full.

Once all outstanding invoices have been paid, ownership of final customised visual deliverables such as original illustrations, mascot artwork, brand assets and final client-specific designs will transfer to you, subject to any third-party licence conditions that apply.

I retain ownership of my existing tools, reusable code, software patterns, backend systems, database structures, helper functions, development techniques and other underlying components that are not unique to your business.

Where those components form part of your finished website or application, you receive a perpetual, royalty-free, non-exclusive licence to use, run and modify them as part of your delivered project.

I may reuse general development techniques, reusable components, code patterns and technical approaches developed or refined while working on your project, provided doing so does not disclose your confidential information or reproduce your unique brand assets.

Third-party software, fonts, plugins, platforms, open-source libraries and other externally licensed material remain subject to their respective licence terms and are not transferred to either of us simply because they form part of a project.

Unless we agree otherwise in writing, I may show completed public-facing work in the Super Space Goose portfolio, case studies or promotional material after it has been publicly launched.

6. Infrastructure, SaaS Platforms & Maintenance Limits

Where a project is deployed to custom hosting or infrastructure that you control, responsibility for ongoing hosting, server maintenance, security updates, backups and operational monitoring transfers to you after project handover unless those services are covered by a separate maintenance agreement.

Where a project uses a third-party platform or service such as Shopify, Webflow, Squarespace, WordPress hosting, payment services, APIs or other cloud-based systems, you will normally hold the account and subscription directly with that provider.

I am not responsible for outages, service changes, API changes, platform bugs, hosting failures, security incidents or other problems caused by third-party providers where those matters are outside my reasonable control.

Once the project has passed the agreed acceptance process and has been handed over, ongoing website management, software updates, subscriptions, backups and operational support are your responsibility unless they are included in a separate written support or maintenance agreement.

Any post-launch defect correction or warranty period included with your project will be stated in the project brief. A defect means delivered work failing to operate materially as agreed. New features, changed requirements, client-made modifications and problems caused by third-party services are not treated as defects.

7. Limitation of Liability & B2B Statutory Exclusions

To the maximum extent permitted by law, my total liability arising from a project will not exceed the total fees paid to me for that project.

I am not liable for indirect or consequential losses caused by circumstances outside my reasonable control, including third-party service outages, platform changes or failures in services that I do not operate.

These services are supplied for business purposes. Where the law permits businesses to contract out of provisions of the Consumer Guarantees Act 1993, and where it is fair and reasonable for us to do so, the parties agree that those provisions will not apply to the engagement.

Nothing in these terms excludes or limits any right, obligation or liability that cannot lawfully be excluded or limited.

8. Privacy & Confidentiality

During a project, I may need access to business information, website accounts, system credentials or personal information in order to complete the agreed work.

I will only use that information for legitimate project purposes and will take reasonable steps to protect confidential information supplied to me.

Personal information handled through Super Space Goose is managed in accordance with the Privacy Act 2020. Further information about how personal information is collected and handled is available in the Privacy Policy.

Both parties agree not to disclose confidential information received from the other unless it is necessary to complete the project, required by law, or authorised by the other party.

9. Dispute Resolution & NZ Law

If a disagreement arises, we will first make a genuine effort to resolve it through direct discussion before escalating the matter further.

These terms and any project entered into under them are governed by the laws of New Zealand. Any legal proceedings relating to them will be subject to the jurisdiction of the New Zealand courts.

If you have any questions about these terms before starting a project, please contact me at [email protected].