Terms and Conditions

1. GENERAL

These Terms and Conditions shall apply to the provision of all of Dare’s services.


2. INTERPRETATION

In these Terms and Conditions and in any Contract to which these terms and conditions apply unless the context otherwise requires:

  1. Dare means Dare Enterprises Limited;
  2. Conditions mean these Terms and Conditions to be read and construed with each Estimate/Quotation provided by Dare;
  3. Client or Customer means the purchaser of products and/or services from Dare. If the Client(s) comprises more than one person, each of those person’s liability and agreement is joint and several.
  4. Where the Client is a trust, the trustee’s liability shall not be limited to the assets of the trust;
    Contract means an agreement between the Client and Dare comprising of the
  5. Estimate/Quotation and the Conditions and any variation agreed to in writing by Dare;
    Products and services mean the products sold by Dare to the client;
  6. Unless Dare and the Client otherwise agree in writing:
    1. In the event of any conflict arising between these Conditions and any agreement or contract these Terms and Conditions shall prevail; and
    1. Estimates/Quotations by Dare remain open for acceptance for 28 days from the date of the Estimate or Quotation.


3. CONTRACT FORMATION

No contract shall come into existence until the Client’s order has been accepted by Dare. The Client may place an order by either:

  1. Accepting the Estimate or Quotation via Dare’s website, by telephone, by email, in person or in writing; or
  2. Paying the deposit (if any) referred to in the Estimate or Quotation; or
    Communicating its order to Dare in a manner otherwise than in accordance with (a) above. The
  3. The client cannot cancel a contract after an order has been accepted by Dare and is bound to pay the estimated or quoted price.


4. PAYMENT

  1. Unless otherwise agreed in writing, prices are estimated and quoted in New Zealand Currency and shall be exclusive of GST.
  2. Dare reserves the right to require the Client to pay for Products and/or Services prior to their supply.
  3. Unless otherwise agreed in writing, the Client will be invoiced a 50% deposit for the agreed scope of work. Payment of deposits shall be made within seven (7) days following the date of invoice and this payment is required before work commences. The remaining 50% will be invoiced once the scope of work has been completed and payment of invoices shall be made within fourteen (14) days following the date of invoice. 
  4. In the case where the work is ongoing and/or recurring (past the end of any month) unless agreed in writing, invoices will be issued at the end of the month and are payable within fourteen (14) days of the date of that invoice.
  5. If the Client does not pay their account by the due date and has not entered into any payment arrangement (which is at Dare’s sole discretion), Dare reserves the right to stop working for the Client immediately and will not be liable to the Client for any loss that they may suffer as a result of such discontinuance.
  6. Dare reserves the right to correct any typographical or clerical errors contained in the prices or specifications.
  7. Time for payment is of the essence and, without prejudice to any other rights of Dare, if the Client fails to pay any sum payable pursuant to any Contract when due:
    1. Dare may treat the Contract as repudiated by the Customer or may until payment in full is made, suspend delivery of services without incurring any liability whatsoever to Dare;
    1. The Client shall (if so required by Dare) pay interest to Dare at the default interest rate of fourteen percent (14%) per annum. Interest shall be payable daily until the date when the payment is received; and
    1. The Client shall be liable for all the expenses and costs (including indemnity legal costs) in relation to Dare enforcing or attempting to enforce a Contract or these Terms and Conditions.


5. DEFAULT

In the event that:

  1. The amounts payable by the Client to Dare are overdue, or the Client fails to meet any other obligation to Dare, under this or any other Contract or agreement or in Dare’s opinion the
  2. Client is likely to be unable to meet any payment or other obligations to Dare; or
    The Client becomes insolvent, has a receiver appointed in respect of all or some of its assets, makes or is likely to make an arrangement with its creditors or has a liquidator (provisional or otherwise) appointed or is placed under statutory or official management; or
  3. The Client no longer carries on business or threatens to cease carrying on business; or
  4. The ownership or effective control of the Client is transferred or the nature of the Client’s business is materially altered; then

Dare shall be entitled to cancel all or any part of any Contract with the Client which remains unperformed, in addition to and without prejudice to its other remedies; and all amounts outstanding under this Contract or any other


6. INTELLECTUAL PROPERTY

  1. Unless otherwise agreed, Dare shall retain copyright and intellectual property rights in all documents, reports, records, media, electronic files, drawings and designs prepared for and on the Client’s behalf.
  2. The Client will be entitled to use the documents and any copies for the purposes for which they were intended however, unless otherwise agreed, the Client (or any other person or entity) is not permitted to make use of, or modify, any such document for any other purpose without Dare’s agreement in writing. Concepts not chosen will remain the property of Dare.
  3. On completion and full payment of branding projects, the intellectual property rights of the Client’s logo design will transfer to the Client.
  4. Where Dare provides access to design files, access will be provided in PDF, JPG or PNG format.
  5. Access to design files in other formats may incur additional costs for the Client.
    Trademarking is the sole responsibility of the Client.


7. LIMITATION OF LIABILITY

  1. The Client agrees that Dare will not be liable for any indirect or consequential damages, including but not limited to, loss of profits or for any claim made on the Client by any other party, even though Dare may have been notified of such damage or claims.
    In particular, Dare shall not be liable for any loss or damages arising, either directly or indirectly, from search engine rankings or social media marketing, including but not limited to any losses resulting from changes in search engine rankings, the closure of social media accounts and non-compliance with social media provider guidelines.
  2. Dare shall not be liable to the Client for any loss or damage directly or indirectly arising out of or in connection with any delay in delivery of the goods or failure to perform its obligations to the Client where such delay or failure is caused directly or indirectly by the Client (for example, by changing its requirements, not providing timely feedback or approval of proofs) or by an act of God, armed conflict, labour dispute, civil commotion, intervention of a government, inability to obtain labour, materials or manufacturing facilities, accidents, interruptions of, or delay in, transportation, weather conditions or any other cause beyond Dare’s control.
  3. The Client agrees to defend, indemnify and hold Dare harmless from and against any and all claims, losses, liabilities and expenses (including legal costs) related to or arising out of the services provided by Dare to the Client, including without limitation claims made by third parties (including the Client’s customers) related to any false advertising claims, liability claims for products or services sold by the Client, claims for patent, copyright or trademark infringement, claims due to disruption or malfunction of services provided by Dare, or for any content submitted by the Client for publication by Dare. 
  4. If, despite the above, Dare is found to be liable to the Client, then its liability for any single event or series of related events is limited to the fees paid by the Client to Dare for those particular services.
  5. Due to the public nature of the Internet, all material submitted by the Client for publication will be considered publicly accessible. Dare does not screen in advance any Client material submitted to Dare for publication. Dare’s publication of material submitted by the Client does not create any express or implied approval by Dare of such material.


8. WEBSITES

  1. Where Dare has created or designed a website for the Client, the Client must make payment in full prior to the website ‘going live’ on the internet. Should payment not be made in full, Dare reserves the right to shut down that website until such time as it receives payment in full. In the event that the website is already live, Dare reserves the right to take the website down from the internet until such time as it receives payment in full.
  2. The Client acknowledges and agrees that it will be liable for all of the costs restoring the website to the internet where it has been shut down due to non-payment.
  3. The Client agrees that it will be charged for any work it requests Dare to complete or undertake that is outside of the scope of the estimate/ quote and the approved design. After going live, updates or changes the Client wishes to make to the website will also be chargeable.
  4. Where Dare has created or designed a website for the Client, the website will have a 30-day warranty.
    1. This warranty period will start from the date on which the website is published to the live domain and is accessible online.
    1. This warranty covers any coding, design or content issues that may arise after the website has gone live, provided that the issue/s had not been discovered or approved by the Client during the acceptance period.
    1. Any changes the Client wishes to make to the website after the warranty period will be chargeable.
    1. This warranty does not cover any third-party apps or services that are installed or implemented by the Client or any other person acting on the Client’s behalf after the website has been accepted.
    1. This warranty does not cover any third-party apps, systems or APIs that are outside of Dare’s control.
    1. If the Client chooses to delay the go-live date, the warranty period will be the earlier of 30 days from “go live” or 60 days after the date on which the website is accepted.  The website will be considered accepted once the Client has approved the site, prior to the website ‘going live’ on the internet. 


9. HOSTING

  1. If the Client has retained Dare to host a website, domain or App the Client acknowledges that: 
    1. Dare will charge monthly fees, and if the Client falls into arrears in relation to those monthly payments, Dare reserves the right to shut the website or app down and will not be liable for any consequences which might arise in the event of such a situation arising.
    1. Dare cannot guarantee 100% uptime for hosting or access to the website. The server may become inaccessible or inoperable for a variety of reasons. This could include but is not limited to scheduled/unscheduled maintenance, excessive load or technical issues such as hardware faults or network issues. Many of these items will be outside of Dare’s control.
    1. Dare will implement reasonable security measures to protect the Client’s data hosted on our servers. While Dare performs regular backups, these backups will not be accessible to the Client. 
    1. For the security of all our hosting clients, access to our server will not be given to any Client or their IT supplier. Any updates required to the setup, files or records will be made by Dare on the Client’s behalf and the associated work will be charged to the client as per our normal rates.
    1. The Client may be advised if Dare deems that the Client’s website or app poses a risk to the security of the server or to other websites or applications which Dare manages. In such an instance Dare reserves the right to immediately discontinue the hosting and request the Client find an alternative host at their own cost.
    1. Where the client wishes to transfer the website to another hosting provider, packaging and supplying website files for transfer or taking a website down will incur a cost and will be payable by the Client prior to the supply of files.
    1. Upon termination of the hosting services all data related to the website or app will be irrevocably destroyed. If the Client wishes to retain the data it is the Client’s responsibility to request a backup prior to the termination of service.
    1. If the Client requests a backup to be supplied by Dare for the Client’s own use, the packaging and supply of website files will incur a cost and will be payable by the Client prior to the supply of files.
    1. Dare reserves the right to immediately discontinue the hosting if the Client uses the hosting for any unlawful or prohibited purpose, including but not limited to the transmission of malware, phishing, or any other malicious activities or content.
    1. Dare shall not be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with the use or inability to use the hosting services.
    1. Dare reserves the right to adjust hosting fees with a 30-day written notice to the Client.
    1. Either party may terminate the hosting services with a 30-day written notice.


10. STREET VIEW TRUSTED 360 TOURS

  1. Where the Client has engaged Dare to create a Streetview Trusted 360 Tour, the Client must make payment in full prior to the 360 Tour ‘going live’ on the internet. Should payment not be made in full, Dare reserves the right to shut down that 360 Tour and if it has already gone live on the internet, to take it down, until such time as it receives payment in full.
  2. The Client acknowledges and agrees that it will be liable for all of the costs restoring the 360 Tour to the internet where it has been shut down due to non-payment.
  3. The Client acknowledges and agrees that Dare will not be liable to the Client for any losses in the event that Google makes any changes to Streetview Trusted, including but not limited to Google changing the way that Streetview Trusted operates or discontinuing the Streetview Trusted product.


11. ONLINE MARKETING

  1. The Client acknowledges that Dare incurs expenses and uses its expertise and intellectual property when it sets up online marketing campaigns for its clients. The Client also acknowledges that, unless otherwise agreed, any quote for marketing services does not include the transfer of any intellectual property rights from Dare to the Client.
  2. In regards to any marketing campaigns run through the Google Marketing Platform, which includes but is not limited to Google Display and Video 360, Google Campaign Manager and Google Search Ads 360, the Client acknowledges that Dare has undertaken a contract directly with Google through an authorised reseller and that this contract, and ownership of the software account/s and the campaigns therein, is not transferable to the client.
  3. On completion of the contract timeline and full payment being received, the ownership of the advertising and/or software accounts used to execute the contracted services will transfer to the Client, with the exception of Google Marketing Platform Accounts as specified above. Until that time, Dare shall retain ownership of the advertising and/or software account/s.
  4. In the event that the Client chooses to cancel the services within the contract timeline and where the Client wishes to take over ownership of the advertising and/or software account/s, the  Client acknowledges that the Client will incur a fee of $2,000+GST for the transfer of the advertising and/or software account/s and this fee will be payable in full in advance of the transfer.
  5. The Client acknowledges that any discounts applied to the fees quoted are conditional on the contract timeline. In the event that the Client chooses to cancel the services within the contract timeline, the Client shall be liable to pay the full amount indicated in the quote prior to the discount being applied.
  6. From time to time, clients may choose to pause the online marketing campaign/s set up and managed by Dare. The Client acknowledges and agrees that where the Client’s marketing campaign/s is/are paused, the Client will continue to be liable for Dare’s monthly management fee.
  7. In the event of a catastrophe, Dare reserves the right to pause any online marketing campaign/s it manages, for a reasonable period of time, without prior notice to the Client. The Client acknowledges and agrees that where the Client’s marketing campaign/s is/are paused, the Client will continue to be liable for Dare’s monthly management fee.
  8. The Client acknowledges that while Dare has expertise in online marketing and search engine optimisation, the degree of success of online marketing and search engine optimisation is both subjective and dependent on factors that are outside of Dare’s control. Accordingly, Dare is unable to guarantee the success of any online marketing or search engine optimisation undertaken on behalf of and/or for the Client.
  9. Dare will make reasonable endeavours to spend the entire media amount quoted and/or invoiced to the Client for the execution of marketing campaigns, however, the Client acknowledges that there are factors outside of Dare’s control that may impact on the accrued media costs for the campaigns.

    These factors outside of Dare’s control include but are not limited to refunds from the marketing platform for invalid clicks and/or impressions, variable cost per click and/or cost per 1000 impressions, rounding off differences of less than $0.01 and differences in exchange rates across the campaign and invoicing timeframes.

    The Client acknowledges and agrees that where there is a discrepancy between the media amount accrued and the media amount invoiced, Dare will not be liable to refund any discrepancy to the Client where the cost of administering the refund outweighs the quantum or where the discrepancy only becomes evident more than 7 days of the invoiced period.
  10. Dare may choose to provide the Client with a performance guarantee for specific marketing campaigns. This guarantee is governed by the following terms:

    1. The performance target needs to be agreed upon by both Dare and the Client prior to the campaign launching.
    1. The campaign needs to be directly comparable to a pre-existing campaign against which the performance is being measured. Changes in campaign direction or objectives will not be covered by the guarantee. In the case that seasonality in the Client’s business or industry is likely to affect the demand for goods or services the performance will need to be measured based on comparable previous seasons.
    1. This guarantee will only apply to paid media marketing campaigns run on either of the following advertising platforms: Facebook Ads, Google Ads, Google Display and Video 360.
    1. This guarantee is based on the campaign’s performance at the end of 90 days from the day the campaign is launched. This guarantee will not be enforceable if the Client chooses to pause or terminate the campaign before the 90 day period is complete.
    1. In the event that Dare fails to meet the agreed target, Dare agrees to refund the client for the service fees charged by Dare for the specific campaign over the 90 day period. Dare will not be liable for any fees paid to 3rd parties, including but not limited to Google and Facebook. Dare will also not be liable for refunding fees for additional services rendered that are unrelated to the campaign being guaranteed. 


12. PROOFING

Proofs of all work may be submitted for Clients approval and Dare shall incur no liability for any errors not corrected by the Client in proofs submitted. Additional charges shall be made for any additional proofs that are required as a result of alterations required by the Client.


13. GUARANTEE

  1. In consideration of Dare entering into a Contract to supply Products and/or Services to the Client, the Guarantor:
    1. Guarantees payment of all monies owed by the Client to Dare, and
    1. Guarantees the performance by the Client of all obligations, responsibilities and covenants under the Contract.
  2. The Guarantor agrees that in the event of default by the Client in any payment, obligation, responsibility or covenant under the estimate or quotation, these Terms and Conditions or a Contract, the Guarantor may for all purposes be treated as the Client by Dare who shall be under no obligation to take proceedings against the Client before taking proceedings against the Guarantor, and the Guarantor will execute a mortgage over his/her or its property to secure payment of all monies owed and outstanding by the Client to Dare if requested by Dare.
  3. Should there be more than one Guarantor then their liability as Guarantors under this Guarantee shall be joint and several


14. MISCELLANEOUS

  1. If any Condition or part of any Condition is held to be invalid or unenforceable the invalidity or unenforceability shall be deemed eliminated or modified to the minimum possible extent necessary to make the remainder of the Conditions enforceable.
  2. Failure by Dare to insist upon strict performance by the Client of any of the Conditions shall not be a waiver of any rights of Dare on any subsequent occasion.
  3. These Terms and Conditions and the Contract may only be varied by Dare in writing at its discretion.
  4. The Client may not assign or transfer any of its rights or obligations under or in connection with the Contract to any other person whatsoever.
  5. Dare reserves the right to sub-contract the performance of the Contract or any part of the Contract to any other party or person.
  6. Neither party shall be liable for any delay, alteration or failure to perform any of its obligations under a Contract where occasioned by an event beyond that party’s reasonable control (“force majeure”) and such party shall be entitled to a reasonable extension of time for the performance of any such obligations.
  7. The Client shall pay the costs and expenses including indemnity legal costs incurred by Dare in exercising any of its rights or remedies or enforcing any of the Conditions. All Contracts made between Dare and the Client shall be governed by and construed in accordance with the laws of New Zealand and the Client agrees to submit to the nonexclusive jurisdiction of the New Zealand Courts.
  8. Any notice given by one party to the other shall be deemed to have been delivered 48 hours after posting to the recipients registered office or last known address and immediately if forwarded by facsimile or email. Packaging and supplying files will incur a cost and will be payable by the Client in advance of files being supplied.


15. COLLECTION AND DISCLOSURE OF INFORMATION

Dare may at any time collect, hold and use information relating to a Client for any purpose connected with its business including (but not limited to) direct marketing, debt recovery, credit reporting or assessment, and to register any security interest, including collecting information from, and disclosing information to, Related Companies, external credit reporting agencies, debt collection agencies, trade referees and other third parties. Information disclosed by Dare to credit reporting agencies will be disclosed on the basis that it will be held and used by such agencies to provide credit reporting services. Under the Privacy Act 1993 (and any amendments thereto), individuals have rights to access to, and request correction of, their personal information by contacting Dare.

The Client, any director signing on behalf of the Client and any Guarantor authorises Dare to collect, hold and use information from any person or entity for any of the above purposes, and for such person or entity to disclose information to Dare, and the Client further authorises Dare to disclose information to any person or entity for any of the above purposes and such person or entity to collect, hold and use information from Dare.


16. LAW

These Terms and Conditions shall be governed by the laws of New Zealand and shall be construed in all respects as a New Zealand contract.