1. Confirmation of Order Definitions

1.1 Brief is the instructions and material that you provide Sila to be used in the production of the End Product;
1.2 Confidential Information means all information and trade secrets (Including these terms) which the disclosing party identifies or which is reasonable to imply by its nature as confidential information of that party or its third party contractors.
1.3 End Product is the finished Product that Sila will deliver to you;
1.4 Estimate is an estimate of costs and time for delivery of Product and includes a description of the Product specifications and the Brief;
1.5 Intellectual Property means any patent, trade mark, service mark, copyright, moral rights, right in a design, know-how, confidential information and all or any other intellectual or industrial property rights whether or not registered and whenever created; Sila means Ice and Inline 2000 Limited;
1.6 Product means all work produced by Sila;
1.7 Purchase Order is the document you sign confirming acceptance of the terms of the Estimate. For the avoidance of doubt, such document may be the Estimate accepted and signed by you.

2. Placing of Confirmation of Order

2.1 Sila will provide you with an Estimate after receiving your Brief. Subject to clause 1.7, when Sila receives a Purchase Order from you accepting the terms of the Estimate then a contract is formed on the terms of the Estimate.
2.2 Unless otherwise agreed by the parties, if the charges in an Estimate exceed $5.000 then you shall pay 50% of the charges set out in the Estimate at the time of providing the Purchase Order to Sila. If you change the Brief after acceptance by Sila, Sila will deliver you another Estimate, and you must confirm acceptance of this Estimate by sending a Purchase Order.
2.3 This Estimate is binding on both parties when Sila receives the Purchase Order. If Sila has commenced work on the Brief after acceptance and then you change the Brief, Sila shall be entitled to recover any costs and expenses incurred up until that date.
2.4 You acknowledge that until you have accepted Sila Estimate by way of a Purchase Order, Sila can not guarantee studio time to meet a deadline which you have provided in your Brief.
2.5 Where Sila has estimated the production time in an Estimate this production time does not include your internal and/or client approval processes.
2.6 If you indicate in your Brief that you require layered files, you must outline the specific layers that you require.
2.7 You acknowledge that layered files may incur additional costs as a result of the time involved.

3. Delivery of Work and Concept

3.1 Sila will deliver Product or End Product to you for approval as a medium resolution jpeg or a high resolution proof. This process may be adapted for each Brief which Sila shall outline in its Estimate. If you make any changes following your acceptance of a stage then you may incur additional costs.
3.2 Stage 1 ”Concept Sign Off” Concept files will be supplied as a medium resolution jpeg files for your visual use.
3.3 Stage 2 “Final Artwork sign Off” the final artwork files will be supplied for position sign off.
3.4 Stage 3 “ Fabric and Colour Sign Off” Fabric and materials will be applied to the surface of the approved model.
3.5 Sila will not supply master (Vector) files.
3.6 Sila will not supply master(Photoshop) files.
3.7 Sila will only supply visual files as a set out in clause 1.7 and Sila has quoted for this in its Estimate.

4. Payment

4.1 You acknowledge that Sila ability to deliver the End Product is dependent on your full and timely co-operation, as well as the accuracy and completeness of your Brief and any other information you provide.
4.2 Neither party will be liable for Supply delays or for non- supply due to causes beyond its reasonable control. However, this will not apply to your payment obligations.
4.3 You will not assign or otherwise transfer all or any part of your rights or obligations under these Terms without the prior written consent of Sila.
4.4 Any provisions in the Terms which by their nature extend beyond the termination or expiration will retain in the effect until fulfield.
4.5 Any provisions in the Terms which by their nature extend beyond the termination or expiration will remain in effect until fulfilled.
4.6 These Terms are governed by the laws of New Zealand and the parties submit to the exclusive jurisdiction of the New Zealand courts. Sila and you agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms.
4.7 These Terms constitute the entire agreement between the parties regarding the provision of Product and End Product. If any of these Terms is held to be invalid, illegal or unenforceable, that term is to be read down, if possible, as to be valid and enforceable and is otherwise capable of being severed to the extent of the invalidity, illegality or unenforceability, without affecting the validity or enforceability of the remained of these Terms.
4.8 Sila will invoice you after delivery of the End Product. Payment must be maid to Sila’s designated bank account, or by cheque or cash. All charges on invoice will detail any and all applicable GST values.

5. Intellectual Property Rights

5.1 Sila owns: (a) Intellectual Property rights in the part or the whole of the End Product created by it, as applicable; (b) Intellectual Property rights, title and interest in any work (or part of that work where applicable), it creates in developing Product and in any ideas, concepts, know how, documentation or techniques developed while producing work for you.
(c) The master files of any Product or End Product.
5.2 In the case of a retouching Brief, Sila grants to you a non-transferable, perpetual license of its copyright in the End Product to you upon Sila receipt of full payment of Sila invoices
5.3 On completion of a Brief for an End Product, which is not a retouching Brief as set out in clause
5.4 Sila grants you a specific restricted license to use the End Product for specific licensed uses, on the following terms: (a) Sila licenses the copyright for the use of artwork, time period and territory specified on the Estimate. Additional usage will be subject to a separate agreement and may incur additional fees. (b) Rights licensed will be noted on every Estimate and invoice.
5.5 You warrant that Sila is entitled to use any material provided by you as part of the Brief and you grant Sila a non-exclusive, worldwide, royalty –free right and license to use, copy, make derivative works of, distribute, display, perform and transmit yours and any third party’s Intellectual Property rights only to the extent necessary for Sila to perform its obligations and exercise its rights under these Terms.
5.6 Neither party will gain by virtue of agreeing to these Terms any rights of ownership of copyrights, patents, trade secrets, trademarks or any other intellectual property rights owned by the other.
5.7 Sila may terminate your licence to use the End Product upon notice for failure to comply with these Terms. In the event of termination of your licence, you will immediately destroy or return to Sila the affected End Product or part thereof.

6. Liability and Disclaimers

6.1 Sila will provide you with an Estimate after receiving your Brief. Subject to any applicable clauses.
6.2 Sila provides with final files all colour profiles and necessary information for correct colour conversion from RGB files to CMYK profile. You undertake any conversions or other colour management of files at your own risk and Sila accepts no responsibility for colour difference produced by you.
6.3 To the extent permitted by law, Sila total aggregate liability is limited to the amount paid by you for the End Product. To the extent permitted by law.
6.4 Sila liability in relation to supply of Product is limited to making good any defect in Product or resupplying Product. To the extent permitted by law, Sila excludes all other liability arising directly or indirectly from supply and use of Product, including lost business, revenues, or profits whether actual or potential, failure to realise expected savings, loss or unavailability of or damage to data, software restoration or any incidental, special, indirect, economic or consequential loss or damage suffered or incurred by you whether or not Sila was aware or should have been aware of the possibility of such costs, loss or damage. .
6.5 To the extent permitted by law, these limitations apply regardless of the basis of liability, including negligence, misrepresentation, breach of any kind, or any other claims in contract, tort, equity or otherwise. The exclusions and limitations in respect of liability and remedies will apply except to the extent that such exclusions or limitations are prohibited by the Consumer Guarantees Act 1993 in situations where that Act can apply and its provisions have not been excluded or modified as permitted by that Act. Where supply of Product is for business purposes the Consumer
Guarantees Act 1993 will not apply.

7. Termination

7.1 Either party may terminate these Terms on written notice if the other party fails to comply with these Terms after it has been notified in writing of the nature of the failure and been provided with a reasonable time to cure the failure.
7.2 Upon termination of these Terms, you will pay Sila for all work performed, charges and expenses incurred by Sila up until the date of termination and you will receive all work in progress for which you have paid.
7.3 If either party ceases to carry on business, becomes insolvent, is unable to pay its debts when due, files for bankruptcy, is subject of involuntary bankruptcy, has an administrator, receiver or receiver and manager appointed, or has its assets assigned, the other party may cancel any unfulfilled obligations.

8. Confidentiality

8.1 The parties agree to keep confidential and not disclose to any other person the other party’s Confidential Information other than those employees, agents and consultants who have a need to know such information for the purpose of these Terms. These confidentiality obligations will not extend to information that: (a) was in the receiving party’s possession before receipt from the disclosing party; (b) is or becomes publicly known without breach by the receiving party; (c) is rightfully received by the receiving party without a duty of confidentiality; (d) is independently developed or learned by the receiving party; or (e) is disclosed by the receiving party with the disclosing party’s prior written approval.

9. General

9.1 These Terms constitute the entire agreement between the parties regarding the provision of Product and End Product. If any of these Terms is held to be invalid, illegal or unenforceable, that term is to be read down, if possible, as to be valid and enforceable and is otherwise capable of being severed to the extent of the invalidity, illegality or unenforceability, without affecting the validity or enforceability of the remained of these Terms.
9.2 You agree not to solicit, or make offers of employment to, or either into any consultant relationship with Sila’s employees or consultants, involved, directly or indirectly, in providing the End Product within one (1) year period of the expiration of termination of these Terms.