Terms & ConditionsThis document constitutes the Terms & Conditions ("Agreement") between Maverick Business Solutions ("Maverick," "we," "us," or "our") and the client ("Client" or "you"). By engaging our services, you agree to be bound by the terms and conditions outlined herein.**1. Definitions**1.1. **Agreement:** The Agreement includes the Project Proposal, Terms & Conditions, and any attached documents.1.2. **Project:** The Project refers to the scope and purpose of the Client's identified usage of the work product as described in the Project Proposal.1.3. **Services:** Services encompass all services and work products provided to the Client by Maverick Business Solutions, as detailed in the Project Proposal.1.4. **Final Deliverables:** Final Deliverables pertain to the ultimate versions of Deliverables accepted by the Client.1.5. **Deliverables:** Deliverables encompass the services and work products specified in the Project Proposal, intended for delivery to the Client.1.6. **Client Content:** Client Content includes all materials, writing, images, or other creative content provided by the Client for use in preparing or creating the Deliverables.1.7. **Third-Party Materials:** Third-Party Materials refer to proprietary third-party materials integrated into the Final Deliverables, including stock photography or illustration.1.8. **Designer Tools:** Designer Tools encompass all design tools developed or used by Maverick Business Solutions during the Services, including pre-existing and newly developed software, source code, web authoring tools, type fonts, and application tools.**2. Services**Maverick Business Solutions shall perform the services listed in the Scope of Work according to the Work Plan and Milestones schedule.**3. Quote Submission and Acceptance**3.1. **Quote Submission:** Maverick Business Solutions will provide the Client with a detailed quote outlining the services, deliverables, timeline, and associated costs for the project. The quote shall be valid for a period of 14 days from the date of submission.3.2. **Acceptance of Quote:** Upon receiving the quote, the Client shall review and accept the proposed terms by providing written confirmation or making the first payment as specified in the quote within the 14-day period. Work on the project will commence upon acceptance and receipt of the initial payment.3.3. **Commencement of Work:** Upon acceptance of the quote and receipt of the initial payment, Maverick Business Solutions will initiate the project according to the agreed-upon timeline and deliverables. The Client will collaborate with Maverick Business Solutions by providing necessary information, materials, and approvals in a timely manner to facilitate project progress.**4. Proposal**The terms of this Agreement expire 14 days after being submitted to the Client. If this Agreement expires, Maverick Business Solutions may modify and resubmit it to the Client.**5. Compensation**5.1. **Fees:** Client agrees to pay Maverick Business Solutions the fees listed in the Project Proposal, including all applicable taxes.5.2. **Additional Costs:** Pricing in the Project Proposal includes Maverick Business Solutions' fees only. Any other costs, such as hosting, art licensing, or photography, will be billed separately to the Client.5.3. **Hosting Final Deliverables:** If the Final Deliverables are not completed by the agreed-upon completion date and the delay is not caused by Maverick Business Solutions, the Client agrees to pay Maverick Business Solutions a monthly hosting fee until the Final Deliverables are transferred to the Client's server.**6. Payment**6.1. **Payment Schedule:** Payment is due when Maverick Business Solutions completes each milestone as listed in the Work Plan and Milestones schedule, and the Client accepts the Deliverables for that milestone.6.2. **Invoices:** All invoices are payable within 14 days of receipt and shall itemize expenses and additional costs separately.6.3. **Late Payment:** A monthly service fee of 1.5 percent or the maximum allowed by law is payable on all overdue balances.6.4. **Crediting Late Payments:** Payments will be credited to late payments first, then to unpaid balances.6.5. **Collection Expenses:** Client shall pay all collection or legal fees caused by late payments.6.6. **Withholding Delivery:** Maverick Business Solutions may withhold delivery and transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full.6.7. **Withholding License:** All grants of any license to use or transfer ownership of intellectual property rights under this Agreement are conditioned on full payment, including all outstanding Additional Costs, Expenses, Fees, or any other charges.6.8. **Pricing Changes:** Maverick Business Solutions reserves the right to modify pricing for its services. Clients will be informed of any pricing changes in advance, and the revised pricing will be reflected in project quotes.**7. Changes to Project Scope**7.1. **Change Request:** If the Client wants to change the Scope of Work after acceptance of this Agreement, the Client shall send Maverick Business Solutions a written Change Order describing the requested changes in detail. Within 3 days of receiving a Change Order, Maverick Business Solutions will respond with a statement proposing availability, additional fees, changes to delivery dates, and any modifications to the Terms & Conditions. Maverick Business Solutions will evaluate each Change Order at its standard rate and charges.7.2. **Major Change:** If Client requests are at or near [PERCENT] percent of the time required to produce Deliverables or the value of the Scope of Services, Maverick Business Solutions shall be entitled to submit a new and separate Proposal to the Client for written approval. Maverick Business Solutions shall not begin work on the revised services until it receives a fully signed revised proposal and any additional fees.7.3. **Minor Change:** If Client requests are not Major Changes, Client will be billed on a time and materials basis at Maverick Business Solutions' hourly rate of [RATE] per hour. Such charges shall be in addition to all other amounts payable under this Agreement, irrespective of any maximum budget, contract price, or final price identified. Maverick Business Solutions may extend or modify any delivery schedule or deadlines as required by such changes.7.4. **Acceptance/Rejection:** Client will have 5 days to respond in writing accepting or rejecting the new proposal. If the Client rejects the proposal, Maverick Business Solutions will not be obligated to perform any services beyond those in the original Agreement.**8. Delays**8.1. **Designer Delays:** Maverick Business Solutions shall use all reasonable efforts to meet the Work Plan and Milestones delivery schedule. Maverick Business Solutions may extend the due date for any Deliverable by giving written notice to the Client. The total of all extensions shall not exceed [DAYS] days.8.2. **Client Delays:** Client shall use all reasonable efforts to provide needed information, materials, and approvals. Any delay by the Client will result in a day-for-day extension of the due date for all Deliverables.8.3. **General Delays:** Delays caused by conditions beyond the reasonable control of the parties shall not be considered a breach and will result in a day-for-day extension of any performance due. Conditions beyond the reasonable control of the parties include, but are not limited to, natural disasters, acts of government, power failures, fires, floods, acts of God, labor disputes, riots, acts of war, terrorism, and epidemics.**9. Evaluation and Acceptance**9.1. **Testing:** Maverick Business Solutions will test and correct Deliverables using commercially reasonable efforts before providing them to the Client.9.2. **Approval Periods:** Client shall, within [DAYS] business days after receiving each Deliverable, notify Maverick Business Solutions in writing of any failure to comply with the Project Proposal's specifications or any other objections, corrections, or changes required. Maverick Business Solutions shall, within [DAYS] business days of receiving Client's notification, correct and submit a revised Deliverable. Client shall, within [DAYS] business days of receiving a revised Deliverable, either approve it or make further changes. If after [AMOUNT] corrections by Maverick Business Solutions, the Deliverables are still unacceptable, Client may terminate this Agreement as per the termination clauses.9.3. **Client Responsibilities:** Client acknowledges its responsibility to provide Client Content in a suitable form, proofread Deliverables, and make decisions regarding other parties as necessary.**10. Accreditation and Promotion**10.1. **Accreditation:** Maverick Business Solutions is entitled to place accreditation, as a hyperlink or otherwise, in the Deliverables as incorporated by Maverick Business Solutions. Maverick Business Solutions retains the right to be credited with authorship of the Deliverables in connection with promotional uses.10.2. **Promotion:** Either party, subject to the other's reasonable approval, may describe its role in the Project on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party's website.**11. Confidential Information**11.1. **Confidential Information:** Any material considered confidential by either party shall be designated as such. Confidential Information shall not be disclosed to third parties and shall only be used as necessary to perform this Agreement. Confidential Information does not include information already known, becomes publicly known without fault, or is received from a third party without a restriction on disclosure.**12. Relationship of the Parties**12.1. **Independent Contractor:** Maverick Business Solutions is an independent contractor, and this Agreement does not create an agency, partnership, joint venture, or employee-employer relationship. No party is authorized to act as an agent or bind the other party except as expressly stated in this Agreement. The work product is not a work for hire under Copyright Law.12.2. **Design Agents:** Maverick Business Solutions may use third-party independent contractors ("Design Agents") in connection with the Services and shall remain responsible for their compliance with this Agreement.12.3. **No Exclusivity:** This Agreement does not create exclusivity between the parties. Client is free to engage others for similar services, and Maverick Business Solutions may provide services to other clients.**13. Representations and Warranties**13.1. **Client Representations:** Client represents that the use of Client Content does not infringe on third-party rights and agrees to comply with licensing agreements governing Third-Party Materials.13.2. **Maverick Business Solutions Representations:** Maverick Business Solutions represents that it will provide the Services in a professional manner and secure all necessary rights in the Deliverables.13.3. **Disclaimer:** Except for the express representations and warranties stated in this Agreement, Maverick Business Solutions disclaims any other warranties, including but not limited to merchantability or fitness for a particular purpose.**14. Indemnification and Liability**14.1. **Client's Indemnification:** Client shall indemnify Maverick Business Solutions from any damages, liabilities, costs, losses, expenses, or attorney fees arising from any third-party claims related to Client's responsibilities or obligations under this Agreement.14.2. **Maverick Business Solutions' Liability:** Maverick Business Solutions' maximum liability for damages is limited to the net profit received from the Project. Maverick Business Solutions is not liable for lost data, lost profits, business interruption, or any indirect, incidental, special, consequential, or punitive damages.**15. Term and Termination**15.1. **Term:** This Agreement begins upon signing and continues until Services are complete or terminated.15.2. **Termination for Cause:** Either party may terminate with written notice if the other breaches its responsibilities and fails to cure within [DAYS] days.15.3. **Termination for Insolvency:** Either party may terminate if the other party ceases business, makes an assignment for creditors, becomes insolvent, files bankruptcy, or has a receiver appointed.15.4. **Mutual Termination:** This Agreement may be mutually terminated.15.5. **Termination for Convenience:** Either party may terminate on [DAYS] days written notice.15.6. **Termination Fees:** Client shall pay for Services performed and all incurred costs up to the date of termination.15.7. **Intellectual Property:** On termination and full payment, Maverick Business Solutions grants the Client ownership of the Final Deliverables.**16. General**16.1. **Force Majeure:** Neither party is liable for any failure or delay in performance due to events beyond its reasonable control, including natural disasters, acts of government, power failures, fires, floods, acts of God, labor disputes, riots, acts of war, terrorism, and epidemics.16.2. **Governing Law:** This Agreement is governed by the laws of New Zealand. Any disputes shall be resolved in the courts of New Zealand.16.3. **Notices:** All notices must be in writing and may be delivered by email, certified mail, or personal delivery.16.4. **Entire Agreement:** This Agreement and any attached documents constitute the entire agreement between the parties and supersede any prior agreements.16.5. **Amendments:** Any amendments to this Agreement must be in writing and signed by both parties.16.6. **Severability:** If any provision of this Agreement is held invalid, the remainder of the Agreement shall remain in full force and effect.By accepting our services and entering into this Agreement, you acknowledge that you have read, understood, and agreed to these Terms & Conditions. This Agreement shall be binding upon both parties, their successors, and assigns.Maverick Business Solutions.