Terms of Trade
Farmers Daughter Design Studio Limited
Last updated: October 2026
1. About these terms
These Terms of Trade apply to services supplied by Farmers Daughter Design Studio Limited (Farmers Daughter Design, we, us or our), including brand strategy, brand identity, graphic design and website design where commissioned.
These terms should be read alongside the proposal, quotation, statement of work or other written project agreement we provide to you (the Client).
By accepting a proposal, signing a project agreement, or otherwise confirming a project in writing, you agree to the terms that apply to that engagement.
If there is a conflict between these terms and a specific written project agreement, the project agreement will take precedence to the extent of that conflict.
2. Project scope and engagement
The services, deliverables, fees, estimated timeframe and any specific project conditions will be set out in our proposal or project agreement.
Work outside the agreed scope, including additional deliverables, new concepts, substantial changes to approved direction or additional services, may incur additional fees.
Where additional work is required, we will discuss the proposed change, any additional cost and its effect on the project timeframe with you before proceeding.
We reserve the right to decline work that falls outside our expertise, agreed scope or professional standards.
3. Fees, deposits and payment
All fees, payment milestones and any applicable expenses will be outlined in the relevant proposal or project agreement.
Unless otherwise agreed in writing:
A deposit is payable before work commences. The amount or percentage will be specified in the proposal.
Further payments will be invoiced at the agreed project milestones or stages.
Invoices must be paid within 30 days of the invoice date.
All fees are exclusive of GST unless expressly stated otherwise. GST will be charged where applicable.
Any agreed third-party costs, production expenses, licensing fees, travel or other disbursements will be identified in the proposal or approved by you before being incurred.
We may pause work if an invoice remains unpaid after its due date, after giving reasonable written notice and an opportunity to resolve the matter. Any resulting delay may affect the project schedule.
Where payment is overdue, we may seek to recover reasonable costs incurred in recovering the debt, to the extent permitted by law and the applicable agreement.
Deposits and payments for work already undertaken are not automatically refundable. If a project is cancelled or terminated, the amounts payable or refundable will be determined under clause 10 and any applicable legal requirements.
4. Revisions, feedback and changes
Each project includes the revisions or rounds of feedback expressly stated in the proposal.
A revision means a reasonable adjustment to work presented within the agreed creative direction and scope. A new creative direction, additional concept, change to previously approved work, or material change to the brief may be treated as additional work.
Additional work will be discussed and agreed before it proceeds and may be charged at our applicable hourly rate or at a separately agreed fee.
You agree to provide consolidated, clear and timely feedback through the agreed project contact or process.
Delays in receiving feedback, approvals, content or other required information may extend the project timeframe. If a delay materially affects our ability to deliver the project as planned, we will discuss a revised schedule with you.
5. Client responsibilities and approvals
You agree to:
Provide accurate information, materials, content and instructions needed for the project.
Ensure you have the necessary rights and permissions to use any materials you supply.
Review work carefully and provide feedback or approval within the agreed timeframe.
Check spelling, factual information, names, contact details, pricing, legal statements and other supplied content before approving final artwork or publishing a website.
Obtain any professional, regulatory or technical advice needed for your business, products, services or industry.
We will take reasonable care and skill in providing our services. However, you remain responsible for the accuracy of information you supply and for decisions made about your business, products, services and their use in market.
Approval of a proof, design or other deliverable confirms your acceptance of the content and details presented, subject to any rights you have under applicable law.
6. Intellectual property and ownership
We recognise that the work we create is an important asset for your business. This clause explains how ownership is intended to work.
6.1 Final approved deliverables
Subject to full payment of all amounts due for the relevant project, we will transfer to you the intellectual property rights we own in the final deliverables expressly identified in the project agreement as being transferred to you.
These may include final approved brand identity artwork, logos, agreed graphic design assets and other specifically commissioned deliverables.
Any transfer will take effect upon full payment, subject to third-party rights, applicable law and any exclusions expressly stated in the project agreement.
6.2 Our pre-existing materials and methods
We retain ownership of our pre-existing intellectual property and general professional knowledge, including our methods, frameworks, processes, templates, tools, know-how and techniques used to develop or deliver the work.
Nothing in the project transfers ownership of these underlying materials to you unless we expressly agree otherwise in writing.
Where any of our retained materials are incorporated into a final deliverable and are necessary for you to use that deliverable for its agreed purpose, the project agreement should specify the licence or permission provided for that use.
6.3 Unused concepts and working files
Unless otherwise agreed in writing, concepts, proposals, sketches, alternative directions and creative work that are not selected as final deliverables remain our property.
Editable working files, source files, strategy working documents and production files are not automatically included in a project. Any transfer of these materials must be specified in the proposal or separately agreed in writing.
6.4 Third-party materials
Some deliverables may incorporate third-party materials, including fonts, stock photography, illustrations, software, plugins, themes or other licensed assets.
Those materials remain subject to their respective ownership rights and licence conditions. We cannot transfer ownership of rights that we do not own.
Where relevant, we will identify any third-party licences or ongoing fees that you need to obtain or maintain to use the deliverables as intended.
6.5 Use before full payment
Until all amounts due for the relevant project have been paid, you may not use, publish, reproduce, distribute or commercially implement unpaid final deliverables without our written permission, except to the extent permitted by law or otherwise agreed in writing.
6.6 Portfolio and promotional use
We may wish to feature completed work in our portfolio, website, presentations, award submissions or other promotional material.
Where appropriate, we will discuss the timing and scope of this use with you. We will not knowingly disclose confidential information when doing so. Any restrictions on publicity, embargoes or portfolio use should be recorded in the project agreement.
7. Website design and digital services
Where website design or related digital services are commissioned, the project agreement will specify the scope of our work and any responsibilities retained by you or assigned to third parties.
Unless expressly included in the proposal, our services do not automatically include ongoing website hosting, domain registration, maintenance, security monitoring, software subscriptions, platform fees, search engine optimisation, copywriting, accessibility certification, legal compliance reviews or ongoing technical support.
You are responsible for maintaining control of your domain name, hosting and relevant third-party accounts, except where otherwise agreed.
Websites may depend on third-party platforms, applications, plugins, hosting providers and software. We cannot guarantee that third-party services will remain available, unchanged or compatible indefinitely.
Following handover, you are responsible for ongoing website content, account security, software updates and maintenance unless these services form part of a separate agreement.
We will identify any agreed post-launch support, handover arrangements or warranty period in the project agreement.
8. Third-party production and implementation
Where we coordinate with printers, developers, photographers, suppliers or other third parties, their services may be subject to separate terms, fees, production schedules and technical limitations.
We will take reasonable care in coordinating any third-party work that falls within our agreed scope. However, we are not responsible for matters outside our reasonable control, including a third party's independent actions, service interruptions or changes to its products or systems.
Where you contract directly with a third party, you are responsible for that separate engagement and its associated terms.
If physical production is commissioned, colour, materials, substrates and production methods may result in reasonable variations from digital proofs or screen representations. We will identify relevant production limitations where reasonably foreseeable.
9. Confidentiality and information
We will take reasonable steps to protect confidential information you provide in connection with a project and will use it for the purposes of the engagement and related business administration.
Confidential information does not include information that is publicly available through no breach of confidence, already lawfully known to us, independently developed, or required to be disclosed by law.
You agree to respect the confidentiality of our proposals, pricing, unpublished concepts, methods and other information identified as confidential.
Any collection, use, storage or disclosure of personal information will be handled in accordance with applicable New Zealand privacy law and our Privacy Policy.
10. Project delays, suspension and cancellation
Either party should raise concerns about a project promptly and make a reasonable effort to resolve them.
If you wish to cancel or suspend a project, you must notify us in writing.
On cancellation or termination, you will be responsible for:
Fees for work completed up to the effective cancellation date.
Work in progress reasonably undertaken within the agreed scope.
Non-cancellable third-party commitments and expenses reasonably incurred for the project.
Any other cancellation charges expressly agreed in the project agreement, to the extent enforceable by law.
We will provide a reasonable account of the amounts payable and any relevant work or expenses where appropriate.
Any amounts already paid will be credited against the amounts properly due. If the amount paid exceeds the amount due, the balance will be refunded, subject to the project agreement and applicable law.
If a project is suspended for an extended period because required information, approvals or payment have not been provided, we may propose a revised schedule, revised fees or termination of the engagement after giving written notice and a reasonable opportunity to resolve the issue.
We may suspend or terminate an engagement for material breach, including non-payment, where the breach has not been remedied after reasonable written notice, or where immediate suspension or termination is reasonably necessary and lawful.
On termination, any outstanding payment obligations remain subject to the terms of the agreement and applicable law. Ownership or usage rights in deliverables will be determined under clause 6.
11. Warranties, liability and statutory rights
We will provide our services with reasonable care and skill and in accordance with the agreed project scope.
We do not guarantee specific commercial outcomes from brand strategy, design or website work, including increased revenue, sales, customer enquiries, market share, search rankings or business growth. These outcomes depend on factors beyond our control.
Nothing in these terms excludes, restricts or modifies any right, guarantee, remedy or liability that cannot lawfully be excluded or restricted.
Any limitation or exclusion of liability must be interpreted subject to applicable New Zealand law. Where appropriate and legally permissible, the project agreement may set out specific liability limits or exclusions for that engagement.
We will not be responsible for loss caused by inaccurate information supplied by you, unauthorised changes made after handover, or misuse of deliverables outside their agreed purpose, to the extent permitted by law.
Neither party is relieved of its obligations for matters within its reasonable control merely because a project experiences delay or difficulty. If an event beyond a party's reasonable control materially affects delivery, the parties will discuss a reasonable adjustment to the project schedule or arrangements.
12. Consumer rights and business clients
These terms are intended to operate consistently with applicable New Zealand law, including the Consumer Guarantees Act 1993 and the Fair Trading Act 1986.
Where the parties are both in trade, they may consider whether a written agreement should contract out of particular statutory provisions. Any such contracting out must meet the requirements of the applicable legislation, including any requirement that it be fair and reasonable. It will not apply automatically merely because a client is a business.
Nothing in these terms is intended to remove a right that cannot lawfully be excluded.
13. Disputes
If a disagreement arises, both parties agree to make a reasonable effort to resolve it through direct discussion and written communication.
If the matter cannot be resolved, the parties may agree to use mediation or another appropriate dispute resolution process before commencing proceedings, where suitable.
Nothing in this clause prevents either party from seeking urgent legal relief or exercising any statutory rights available to them.
14. General
These terms, together with the relevant proposal and any other agreed written project conditions, form the agreement between the parties for the services covered.
Any amendment to the agreement must be recorded in writing and accepted by both parties.
If any provision is found to be invalid or unenforceable, the remaining provisions will continue to apply to the extent permitted by law.
A party's failure or delay in exercising a right does not automatically waive that right.