Terms of Service

Definitions
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‍1.1 "Contract" means all these rules, along with any quotes, orders, invoices, or other things that we say are part of the deal.

1.2 "Ryze" means Ryze Limited, anyone who takes over our business, or anyone helping us with our permission.

1.3 "Client" means the person, group, or anyone acting for them who's asked Ryze for our Services, as mentioned in any proposal, quote, order, invoice, or other papers. If there's:
(a) more than one Client, we're talking about all of them together and each one alone; and
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(b) a partnership as the Client, it includes each partner, together and alone; and
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(c) a trust as the Client, it involves them as trustees; and
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(d) includes the Client's team who can take over, like executors, administrators, successors, and anyone they say yes to.

1.4 "Incidental Items" means any stuff, papers, designs, or materials that Ryze uses or makes while doing the Services for the Client.

1.5 "Services" means all the things Ryze does for the Client when they ask for help.

1.6 "SNT" means any Social Network Tool, like social media websites or apps you can use on the internet with cool pictures and videos (Facebook, Twitter, LinkedIn, Pinterest, etc.).

1.7 "Web Site" is a place on the internet where you can find fun pictures, videos, and more.

1.8 "Prohibited Content" is anything on any media (like ads, posts, comments, etc.) that:

(a) breaks the rules in the Broadcasting Act 1989, Consumer Guarantees Act 1993, or any other law or industry code that applies; or
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(b) has, or seems to have, lies or sneaky stuff that could trick or confuse people or break the law; or
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(c) goes against someone's special idea rights.

1.9 "Confidential Information" means secret info, whether it's spoken, written, or on a computer, like this Contract, either party's smart ideas, how things work, trade secrets, money stuff, business deals, client info (including "Personal Information" like name, address, birthdate, job, driver's license, email, social media contacts, medical insurance, emergency contacts, and credit history), and price details.

1.10 "Cookies" are tiny files saved on your computer that hold a bit of info (including Personal Information) about a specific client and website. They can be seen by the website or the client's computer. If the Client doesn't want Cookies around when they're on the website, they can choose to turn 'em on or off using the website's options before ordering Services.

1.11 "Price" means what the Client has to pay (plus any Goods and Services Tax (“GST”) if it applies) for the Services, agreed between Ryze and the Client as per rule 5 of this Contract.

Acceptance

‍2.1 If the Client orders or gets Services from Ryze, it means they've said "yes" to these rules and are tied to them, just like a good handshake.

2.2 If there's anything in this Contract that doesn't match up with earlier documents or plans, what we've got here in this Contract is most important.

2.3 If either party wants to change these rules, they'll need to do it in writing and get a thumbs-up from both sides.

2.4 The Client knows they won't get Services without paying first, unless they've filled out a credit form with Ryze, and we've said "okay" and set up a credit limit for their account.

2.5 If the Client asks for Services that cost more than their credit limit, or their account payment is late, Ryze has the right to say "no" to delivery.

2.6 Electronic signatures count as a real deal if both parties follow the law and the rules that apply.

2.7 The Client knows that any guesses about how their sales or popularity might go up thanks to Ryze's marketing work are just guesses, not promises. If the Client changes their website, social media pages, or ad info without talking to Ryze first, it might affect costs and results in a bad way.

2.8 Ryze's helpers or reps can't make promises or agreements unless Ryze's manager writes it down. Ryze isn't tied to any promises made without that written approval.

2.9 Any advice, recommendations, info, help, or services that Ryze gives the Client about the Services are given with good intentions, based on what the Client told Ryze and what Ryze knows from experience. It's the Client's job to check if this info is right and reliable for how they plan to use the Services. Everyone makes mistakes sometimes, but Ryze will do their best to find the right solution for the Client.

2.10 The Client knows and agrees that:

(a) Ryze doesn't promise that SNTs will work perfectly;
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(b) being on an SNT doesn't mean specific items will always be available. So, any orders placed through the Client's website because of a post or other communication might need the Client's final okay;
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(c) sometimes, SNTs might be down for regular fixing or updates from the SNT provider;
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(d) there can be hiccups in electronic stuff, so Ryze can't promise there won't be delays or mistakes in posts on any SNT.

2.11 As technology, internet use, SNT visits, and SNT life cycles change, Ryze might suggest changes to the original plan and offer a different service. They'll chat with the Client before making any changes, though.

2.12 The Client knows that:
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(a) all the SNTs used in the Services follow the rules set by the third-party provider. It's the Client's job to know those rules; and
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(b) when Ryze uses the Client's SNTs, they're acting as the Client's helper. So, if there's any trouble from using the SNT accounts, it's on the Client to sort it out.

Errors and Omissions

‍3.1 The Client knows and agrees that Ryze won't be held responsible for any mistakes or things left out:
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(a) made by accident by Ryze while setting up or managing this Contract; and/or
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(b) found in or left out of any papers (printed or digital) that Ryze shares about the Services.

3.2 If a mistake or forgotten part happens like in clause 3.1, and it's not because Ryze was careless or did it on purpose, the Client can't say this Contract is broken or doesn't count.

Change in Control

‍4.1 The Client must tell Ryze in writing at least 14 days ahead if they plan to change who owns their business or any other important details (like their name, address, phone or fax numbers, who's in charge, or how they do things). If the Client doesn't do this, they'll be responsible for any losses Ryze has because of it.

Price and Payment

‍5.1 Ryze will decide on the Price, which could be:
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(a) what's on any invoice Ryze gives the Client; or
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(b) the Price on the day the Services are delivered, based on Ryze's current price list; or
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(c) a price Ryze quotes (but remember clause 5.2), which is good for the time mentioned in the quote or for 10 business days.

5.2 Ryze can change the Price if:
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(a) the plan or Client's requests for the Services change (like extra work needed because of hidden issues that weren't clear before starting, problems with SNTs, internet hiccups, or limited access); and

(b) costs for materials or workers go up for reasons Ryze can't control (like changes in money values, higher taxes, fees, shipping or insurance costs, or increases in what third-party network operators or suppliers charge, etc.)

5.3 Changes will be priced based on Ryze's quote, written down, and shown as changes on Ryze's invoice. The Client has 10 working days to reply to any changes Ryze sends. If they don't, Ryze can add the cost of the change to the Price. The Client needs to pay for all changes in full when they're done.

5.4 Ryze might ask for a non-refundable deposit (they'll decide if it's needed).

5.5 The Client must pay the Price by the date(s) Ryze sets, which could be:
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(a) on or before the Services are delivered;
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(b) in parts or progress payments based on Ryze's payment plan, like:

(i) a 50% deposit (of the project value) when the quote is accepted; and
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(ii) 25% due when the design is approved; and
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(iii) the final balance due 7 days after the Services are done; or
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(c) for approved Clients, payment is due 20 days after the end of the month when Ryze sends a statement to the Client's address or notice address;
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(d) if there's no other notice, payment is due 7 days after Ryze gives the Client an invoice.

5.6 The Client can pay with electronic/online banking, credit card (a fee might apply per transaction), or another method both the Client and Ryze agree on.

5.7 Ryze has the right to choose how to apply any payment they get from the Client to any invoice they want, either when they receive the money or later. If the Client doesn't pay up, Ryze can change how they used any earlier payments. When Ryze doesn't specifically say how they applied a payment, they'll apply it in a way that benefits them the most regarding the services they provide.

5.8 The Client can't use any money they think Ryze owes them to lower the Price, or take it off the Price, and they can't hold back payment for an invoice just because part of it is in dispute.

5.9 Unless it's mentioned, the Price doesn't include GST (Goods and Services Tax). On top of the Price, the Client must pay Ryze an amount equal to any GST Ryze has to pay for any supply under this or other contracts for Ryze's

Provision of the Services

6.1 Ryze chooses when to provide the Services to the Client or the Client's chosen social media account.

6.2 The Services are based on what the Client tells Ryze (in writing or by talking). The Client needs to make sure they give enough details so Ryze knows what they want. Once the Client says "yes" to the quote, it means Ryze got the details right. If something goes wrong because the Client didn't give enough information, Ryze isn't responsible, and they might ask the Client to pay more to fix it. If possible, Ryze will let the Client know about these extra costs before they happen, and the Client agrees to them.

6.3 Sometimes, Ryze might give the Client extra items (Incidental Items) needed for the Services. In this case,

(a) the Incidental Items are thought of as delivered when Ryze (or their delivery person) brings them to the Client's chosen address, even if the Client isn't there;
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(b) Ryze can decide if delivery costs are included in the Price;
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(c) Ryze might deliver the Incidental Items in different parts, and each part will be billed and paid for according to these terms and conditions;
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(d) once the Incidental Items are delivered, the Client is responsible for any damage or loss, and they must insure the Incidental Items on or before delivery.

6.4 Ryze will do their best to provide the Services at the agreed time and place (during normal working hours: 8.30am to 5:30pm on business days). But the Client knows that any given time is just a guess, and Ryze isn't responsible for any problems caused by delays. If Ryze can't provide the Services because of something the Client did (or didn't do), then Ryze won't be responsible for any issues and can charge extra to provide the Services at another time.

6.5 Normal Working Hours:
(a) If the Client wants Services outside of 8.30am to 5:30pm Monday through Friday or on public holidays, they need to plan it ahead of time, and there might be extra charges.

Taking Care of Your Information and Limiting Our Responsibility

7.1 If the Client changes their mind after telling Ryze what to do or if the original info isn't clear enough, Ryze might have to charge extra for the changes. This will be added to the invoice.

7.2 If the job includes things like tables or foreign languages that weren't in the original info, the Client might be charged extra for that too.

7.3 The Client will need to pay for any special fonts, colour proofs, or artwork they ask for.

7.4 If Ryze needs help from another company to do the work, the Client will have to follow that company's rules and pay for their services, including any extra fees Ryze adds.

7.5 Ryze will do their best to follow the Client's instructions, but the Client is responsible for double-checking everything before it's posted or published. Ryze isn't responsible for any mistakes the Client doesn't catch.

7.6 The Client should give all their changes and comments to Ryze all at once, not in lots of different emails. If there's extra work beyond that, Ryze might charge their hourly rate.

7.7 If Ryze needs to make changes to the Client's videos, photos, or artwork to finish the job right, the Client might be billed extra for that.

7.8 The Client needs to give their info to Ryze in the right formats:

(a) for text, as standard text (.txt) Word (.doc), Google Docs, or on a USB, through email, or uploaded to Ryze shared folders;
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(b) for images, in the format Ryze asks for, on a USB or through email, and good enough quality for the intended use. Ryze isn't responsible for the quality of images scanned from printed materials;
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(c) the Client might be charged extra for any extra work needed, like photography, media conversion, or data entry.

7.9 The Client agrees that Ryze isn't responsible for:

(a) anything related to the social media or other Services provided; and/or
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(b) any content that breaks any laws or rules, unless it's because of something Ryze did wrong.

7.10 Ryze and its team aren't responsible for any loss or damage the Client or anyone connected to the Client might face because of the Services Ryze provides.

7.11 If either Ryze or the Client wants to tell the public about these terms and conditions or the Services, they need to talk to the other party and agree on it first.

7.12 Once the Client approves the information and it's sent to the media, Ryze isn't responsible for how the media uses the Services.

What the Client Needs to Know and Do

8.1 The Client is responsible for paying for things like domain registration, hosting setup and fees, advertising costs, and any other costs for services that Ryze takes care of on their behalf.

8.2 The Client understands that they need to pay for advertising and other costs related to getting the word out. Ryze will chat with the Client to help set a budget for these expenses.

8.3 The Client has some jobs to do, too! They need to:

(a) give Ryze all the content (like data, logos, designs, and graphics) for their SNT communications and/or website within five (5) days of being asked;
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(b) share any ideas or suggestions they want Ryze to think about when creating the SNT communications; and
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(c) make sure the content they give Ryze doesn't have any no-no stuff (like Prohibited Content), bad links, or sneaky software that could mess up the SNT.

8.4 Ryze isn't responsible or liable for any problems with the SNT communications if they're caused by:

(a) wrong information from the Client, whether given on purpose or by accident; or
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(b) the Client not giving Ryze important information they need; or

(c) any products or services from other companies that Ryze uses when working on the SNT communication.

Making a Website Together

9.1 What Ryze Will Do:

(a) When Ryze gets the green light, they'll do their best to:

(i) create the website based on the Client's ideas and plans, including steps along the way; and
(ii) chat with other companies to get the best deals for the Client, if needed;

(b) The Client knows that Ryze builds websites using current tech stuff (like internet browsers, mobiles, and social media), but can't promise that everything will look perfect on older or future tech;

(c) Once the Client pays in full, Ryze will give them a backup of the website and make sure it's "live" and ready to go on the internet or social media;

(d) Ryze will tell the Client about any other software or platforms they should use and help them set up accounts with their info and payment details; and

(e) Any software not made by Ryze will still have the original license and terms.

9.2 What the Client Needs to Do:

(a) The Client will help Ryze by giving them the info and access they need to build and look after the website;

(b) When Ryze asks for the Client's approval at different stages, the Client will try not to take more than 14 days to decide, unless they both agree on more time. If it takes too long, Ryze might charge a "holding fee" to cover their costs;

(c) The Client will give Ryze access to any computer systems, usernames, and passwords needed to remove data or sites if they don't follow these terms and conditions;

(d) The Client should tell Ryze if they have any special requests for how the website works on mobile devices. If they need extra work done, Ryze will give them a new estimate and get their approval before starting; and

(e) Ryze isn't responsible for any problems with the website caused by other companies' products or services.

9.4 Keeping the Website Running Smoothly:

(a) Ryze will take care of the website based on their maintenance schedule, unless the Client says otherwise;

(b) The Client will make sure Ryze can access the website to keep it running well; and

(c) If the Client tries to change the website and messes something up, Ryze's time fixing it will be considered extra work.

Helping Your Website Get Noticed (SEO)

10.1 Ryze will use their know-how to help your website get noticed, but they can't promise how many people will visit or how popular it'll be. Ryze will send updates to the Client's email now and then, but it's up to them to decide when.

10.2 The Client knows that search engine rules can change anytime, so Ryze won't be blamed if your website's ranking changes or disappears from search results.

Fixing Things That Don't Work

11.1 If the Client spots any problems, mistakes, or anything else wrong with the Services, they should tell Ryze as soon as they can. If the message comes after Ryze's work hours, they'll look into it the next business day. Ryze will check out the problem, but if the Client doesn't follow these steps, the Services will be considered A-OK and problem-free.

11.2 If Ryze agrees in writing that there's a problem with the Services, they'll either fix it or do it again (their choice), as long as the Client followed the steps in clause 11.1.

Following the Rules

12.1 The Client and Ryze will follow all the laws, rules, and guidelines from the government and other public authorities in the country where the Services are provided or on any SNT. Ryze promises that the stuff they make follows these rules too.

12.2 The Client will get (and pay for) any licenses or approvals needed for the materials in their communication copy. They'll also get permission to use any digital images with people in them, if needed.

Keeping Secrets Safe

13.1 Both parties promise to keep each other's secrets and not to share them with anyone else, unless they have written permission from the other party.

13.2 Ryze's quotes and the information in them are top secret, so the Client agrees not to show or give that info to anyone else without Ryze's written OK first.

13.3 If one party asks, the other party must quickly give back or destroy any secret info they have, unless the law says they have to keep it.

13.4 Secret info doesn't include stuff that's:

(a) already out there for everyone to see (as long as nobody broke this contract to share it);

(b) required to be shared by law, a stock exchange, or a regulatory body;

(c) received from someone else who's allowed to share it; or

(d) created without using the other party's secrets.

13.5 This promise to keep secrets safe will still be important even if this Contract ends or gets canceled.

Who Owns What?

14.1 Ryze and the Client agree that the ownership of extra bits and pieces (Incidental Items) will only go to the Client when:

(a) the Client has paid Ryze for all the Services; and

(b) the Client has done everything they need to do for all contracts between Ryze and the Client.

14.2 If the Client pays Ryze with something other than cash, it doesn't count as payment until that payment goes through. Until then, Ryze still owns or has rights to the Incidental Items.

14.3 Also, remember that:

(a) the Client is just looking after the Incidental Items and must give them back to Ryze if Ryze asks;

(b) if the Client has insurance for the Incidental Items, they're holding it for Ryze and must give Ryze the money if something happens to the Items;

(c) the Client can't sell or give away the Incidental Items. If they do, they must hold the money they get for Ryze and give it to Ryze when asked;

(d) if the Client changes the Incidental Items or mixes them with other things, they still hold the new product for Ryze and must do what Ryze says with it;

(e) the Client can't use the Incidental Items as security for something else or give away any interest in them while Ryze still owns them;

(f) the Client lets Ryze come into any place where they think the Incidental Items are kept and take them back.

Intellectual Property

15.1 When Ryze makes something special for the Client (like a website or a design), Ryze still owns all the smart ideas, artwork, and code behind it. But don't worry! Ryze lets the Client use these creations for their own website, as long as the Client does what they're supposed to (like paying the bill). Just remember, the Client can't use Ryze's ideas for anything else.

15.2 Ryze keeps ownership of:(a) any designs the Client doesn't pick, but they might offer the Client a chance to buy a license to use those designs later; and(b) all photos and videos Ryze takes or makes for the Client.

15.3 The Client promises that anything they ask Ryze to make won't get Ryze into trouble for copying someone else's ideas. If it does, the Client will help Ryze out and deal with any problems that come up.

15.4 The Client says it's okay for Ryze to:

(a) put a tiny credit (like a small logo or text) on the stuff they make for the Client, to show that Ryze made it; and

(b) use pictures of the work they did for the Client to show off their skills on Ryze's website and in other places.

Late Payments and Payment Issues

16.1 If the Client is late paying their bill, they'll have to pay extra interest. It'll be 2.5% more for each month they're late, and it'll keep adding up until they pay.

16.2 If the Client owes Ryze money, the Client has to cover any costs Ryze has while trying to get the money back. This includes things like admin fees, legal costs, collection agency fees, and bank fees for bounced payments.

16.3 If the Client pays Ryze but then takes the money back, and it turns out they weren't allowed to do that, the Client has to pay Ryze the amount they took back, plus any extra costs Ryze has because of this.

16.4 If the Client doesn't follow the rules (like paying on time), Ryze can choose to:(a) stop or end this agreement and/or any services without telling the Client or giving them their money back;(b) charge the Client extra; or(c) block the Client's access to some or all of the services.

16.5 If things go wrong and the Client can't pay their bills or they're having other money problems, Ryze can choose to cancel the Client's order and ask for all the money the Client owes, even if it wasn't due yet. This can happen if:

(a) the Client is late paying or can't pay when it's due;

(b) the Client goes over their credit limit with Ryze;

(c) the Client has to work out a deal with the people they owe money to or give them some of their stuff; or

(d) someone is put in charge of the Client's money or things because of financial trouble.

Calling It Quits

17.1 Ryze can cancel the agreement or stop providing services before they start by letting the Client know in writing. If this happens, Ryze will give back any money the Client paid for the services. Ryze won't be responsible for any problems caused by canceling.

17.2 If the Client cancels the services, they'll have to cover any losses (big or small) that Ryze faces because of it, like missing out on money they could have made.

Service of Notices

18.1 To give written notice for this agreement, a person can:

(a) hand it to the other person;

(b) leave it at the other person's address in the agreement;

(c) send it by registered mail to the other person's address in the agreement;

(d) send it by fax to the other person's fax number in the agreement, if there is one, and get a confirmation that it went through;

(e) send it by email to the other person's last known email address.

18.2 If a notice is mailed, it counts as delivered when it would normally get there, unless there's proof that it didn't.

Trusts

19.1 If the Client is looking after a trust ("Trust") when they make this agreement or later, they promise Ryze that:

(a) the agreement covers any rights the Client has to get money back from the Trust or the things in it;

(b) the Client has the power to make this agreement under the Trust, and the Trust doesn't try to stop them from getting money back from it. The Client won't let go of their right to get money back, break the Trust rules, or do anything else that could hurt their right to get money back.

(c) The Client won't do any of the following things without getting Ryze's written permission first (and Ryze won't say no without a good reason):

(i) remove, replace, or step down as the person looking after the Trust;

(ii) change or adjust the Trust rules;

(iii) give out or share the Trust's money or things; or

(iv) change what happens to the Trust's stuff.

The General Stuff
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20.1 We're not trying to skip out on any rules from the Consumer Guarantees Act or the Fair Trading Act of New Zealand, unless those Acts let us. If the Client is getting our services for their business, they agree that the Consumer Guarantees Act 1993 doesn't apply to us giving them services.

20.2 If either of us doesn't make the other follow these terms and conditions, it doesn't mean we've given up our right to do so later. If any part of these terms and conditions isn't allowed or doesn't work, the rest of them will still be okay.

20.3 These terms and conditions and any agreement they're a part of follow the laws of New Zealand and are under the control of the Auckland Courts of New Zealand.

20.4 Ryze won't be responsible for any problems the Client has that aren't directly caused by Ryze breaking these terms and conditions (like losing money). If we have to pay the Client for any reason, we'll never pay more than the cost of our services.

20.5 Ryze can give or share some or all of their rights or responsibilities in this agreement to someone else without the Client's permission.

20.6 The Client can't give or share any of their rights or responsibilities in this agreement without Ryze's written permission.

20.7 Ryze might get someone else to do part of the services, but that doesn't let Ryze off the hook for anything in this agreement. The Client also knows they can't boss around any of Ryze's helpers without Ryze saying it's okay.

20.8 The Client agrees that Ryze can change these general terms and conditions for future agreements with the Client by letting the Client know in writing. These changes will start when the Client agrees to them or asks for Ryze's services again.

20.9 Neither of us will be in trouble if something beyond our control (like a natural disaster or war) stops us from following this agreement.

20.10 Both of us promise that we're allowed to make this agreement and that it's a real, legal deal.