Terms and Conditions

These Terms & Conditions set out how we work with you, they apply to all services we provide. By accepting a proposal, confirming by email, or paying a deposit or invoice, you agree to these Terms.

1. Who We Are

We are Zacnica Limited, Trading as Legend. When we use the words “we”, “our” or “us”, we are talking about our company and team. When we use the words “you” or “your”, we are talking about the business that is engaging our services.

2. Quotes, Estimates, and Proposals

We’ll outline our services in an estimate, proposal, or statement of work. Once you accept, that document and these Terms form our agreement. Unless otherwise stated, all work is charged at our standard hourly rates.
For smaller pieces of work agreed verbally or by email, our standard hourly rate applies, and the agreement will be confirmed by us in writing (including by email).

3. Payments

Our standard hourly rate is NZD $150 + GST where applicable. We issue all invoices at the start of the month (typically by the 4th). Regardless of whether they relate to time-and-materials, projects, deposits, progress payments, final balances, hosting, or pass-through costs, every invoice is included in that billing cycle and is due on the 20th of that same month, unless otherwise agreed in writing.
Time and Materials (Labour)
All work is provided on a time-and-materials basis. We record the hours worked during a calendar month and include them on an invoice issued at the start of the following month (typically by the 2nd). Invoices cover all labour from the previous month and are due on the 20th of the month in which the invoice is issued.
Projects
For project work, we may require a deposit (typically 50%) before starting. This deposit is credited against service hours as they are worked. We offer two billing approaches, which will be agreed with you before the project starts:

  • Deposit + Progress Invoices – Once the deposit has been used, we issue progress invoices for additional hours worked during the project. A final invoice will cover any remaining balance on completion.
  • Deposit + Final Invoice – For some projects, we may instead include the final balance in our next monthly billing cycle following delivery. It will be invoiced at the start of the month and due on the 20th of that month.

If a project is delayed or stalls for an extended period, we may issue an interim invoice for work completed to date, even if the agreed billing approach was deposit + final invoice.
All project invoices are due on the 20th of the month in which they are issued, in line with our standard terms.
Hosting and Retainers
All hosting and maintenance plans are billed monthly in advance. Our standard hosting plan is NZD $89/month + GST where applicable, which applies to all hosted clients as the minimum service level. Hosting fees are included on invoices issued at the start of the month and are due on the 20th of that month.
On-Charged Services
Third-party costs such as Google Ads, cloud services, licences, or stock assets may be billed directly to you by the provider, or we may on-bill them. Where we manage pass-through costs, we may apply a 15% service fee where applicable. We will also pass through any discounts or credits that apply.
Payment Arrangements
If we agree to spread project payments over several months (for example, six or twelve), this is a payment arrangement only. It does not reduce the total amount payable for the project.
Price Increases
We may adjust our rates or plan fees from time to time. We will give you at least 30 days’ notice in writing (usually by email and/or invoice) before changes take effect. Your continued use of our services after the notice period will be taken as acceptance of the new rates.
Due Dates and Late Payments
All invoices are due on the 20th of the month in which they are issued, unless agreed otherwise in writing. If payment is not received on time, we may charge interest at 2% per month and may suspend services until your account is current.
Invoice Disputes
If you believe an invoice is incorrect, you must notify us in writing within 10 business days of receiving it, identifying the disputed amount and the reasons. Any undisputed amounts remain payable by the due date. We’ll work with you in good faith to resolve the issue quickly. If we cannot agree, the process in Section 14 (Disputes and Communication) will apply.

4. What We Need From You

Our best work happens when we work closely with you. To deliver smoothly, we need a few commitments from you:
Timely input and approvals
Please provide us with content, brand assets, feedback, approvals, and access credentials when we ask for them. If you delay, project deadlines will shift and extra costs may apply.
Clear and accurate instructions
We rely on you to give us accurate information about your business, requirements, and integrations. If things change or turn out to be incomplete, we may need to re-do work at your cost.
Content quality
You’re responsible for reviewing and approving any content you provide (including AI-generated material) to make sure it’s accurate and suitable. If content is incomplete or unsuitable, we may ask you to revise it or charge additional time to bring it up to standard.
Access and dependencies
If your systems, third-party providers, or internal teams are needed for us to complete work, you’re responsible for making sure we get timely access and cooperation. We’re not liable for delays caused by others you select.
Supplied materials
Anything you give us (such as copy, logos, or images) must be owned by you or properly licensed. You indemnify us against any claims, costs, or losses if it turns out otherwise.

5. Intellectual Property, Third-Party Tools, and Content

When you have paid us in full, you own the final deliverables created specifically for you such as websites, designs, or campaign assets.
The frameworks, starter themes, code libraries, templates, and processes we use to deliver those projects remain our intellectual property. You receive a licence to use them as part of your project, but ownership stays with us.
Your content, trademarks, and any other intellectual property you supply remain yours. You confirm that you own them or have permission to use them, and you give us permission to use them for the purposes of the project.
Any third-party tools, plugins, fonts, or stock assets are subject to their own licence terms. If we arrange them, we will ensure they are properly licensed; if you supply them, you are responsible for holding the correct licences. We are not responsible for future changes in third-party availability, support, or compatibility. If we mistakenly include unlicensed materials, we will replace them with properly licensed alternatives. Our liability in this situation is limited as set out in Section 11.
We may showcase publicly available parts of the work (such as websites, campaigns, or designs as delivered) in our portfolio and case studies. We will not disclose confidential or non-public materials. If you do not want us to use your work this way, please let us know in writing.
We build websites using a modern WordPress development workflow and a custom starter theme designed for performance and security. If you ever move your website away from us, we will provide a site package and, where reasonably required, supporting materials to help with a handover. This is chargeable at our standard rates. This does not transfer ownership of our frameworks or methods. For more detail on our process, see our How We Work page.

6. Our Standard of Work

We provide our services with reasonable care and skill, consistent with generally accepted professional practices for digital and design work. We may use subcontractors or suppliers to deliver some services, and where we do, we remain responsible to you for their performance as if we had carried out the work ourselves.
This responsibility does not extend to failures caused by your third parties (providers or services you select and control) or independent third parties (infrastructure providers, malicious actors, or force majeure events), as described in Section 10 (Responsibilities and Liabilities).
When a project is delivered, you have 20 working days (the defect period) to notify us in writing of any defects that prevent the deliverables from working as scoped. If you do not raise any issues in that time, the project is deemed accepted. After the defect period, or for issues outside the original scope (such as new features, enhancements, third-party changes, or your own actions), any fixes or changes will be treated as new work and billed at our standard rates or under a hosting or maintenance plan.
We apply reasonable care and accepted practices for modern WordPress development. We can’t guarantee performance or compatibility where third-party tools or workflows are introduced outside our process.

7. Confidentiality

We both agree to keep each other’s confidential business information private and use it only for the purposes of delivering or receiving services. “Confidential information” does not include information that is public, independently developed, or lawfully obtained elsewhere. These obligations continue after our agreement ends.

8. Our Privacy Policy

We handle your business information (such as contact details, billing information, and project materials) in accordance with the Privacy Act 2020 and our Privacy Policy (available on our website). Our Privacy Policy sets out:

  • What information we collect about you as our customer,
  • How we use and store it, and
  • Your rights in relation to that information.

For this client relationship information, Legend is the data controller.

9. Your Privacy Responsibilities

When we design, build, host, or maintain systems that handle personal information (such as websites, forms, or databases), you are and remain the data controller under the Privacy Act 2020 (and any other applicable law). This means:

  • You decide what information to collect, how it is used, and how long it is kept.
  • You must ensure you have a lawful basis for collecting and using that information.
  • You must maintain and publish your own privacy policy for your end-users.
  • You are responsible for complying with your obligations under the Privacy Act 2020 (and any other applicable privacy laws).

Our role in relation to such information is limited to acting as a data processor. We process personal information only on your instructions and only for the purpose of delivering our services. We do not assume or share your legal responsibilities as data controller.Breach Response

Breach Response

If we become aware of a data breach involving systems or services we provide, we will notify you promptly and support you in managing the response. This may include investigating the incident, helping to contain its impact, and assisting with required notifications.

  • If the breach results from our failure to exercise reasonable care and skill, we will work with you to remediate the issue in line with Section 6 (Our Standard of Work). Remedies are subject to Section 10 (Responsibilities and Liabilities).
  • If the breach results from third-party providers or your own actions, responsibility rests with those parties. We will provide reasonable support if requested, which may be charged at our standard rates.

You, as data controller, remain responsible for meeting your obligations under the Privacy Act 2020 (including mandatory reporting of notifiable privacy breaches) and any other applicable privacy laws.

10. Responsibilities and Liabilities

We will provide our services with reasonable care and skill. If an issue arises that is directly caused by our failure to do so, we will work with you to put it right.
Digital services also rely on factors outside our direct control. For clarity:

  • Our third parties – subcontractors or suppliers we directly engage. We remain responsible to you for their performance as if the work were done by us.
  • Your third parties – providers or services you select and control. You remain responsible for their performance, security, and compliance.
  • Independent third parties – infrastructure providers, external networks, malicious actors, or force majeure events. Neither of us can reasonably accept liability for their actions or failures.

On-charged services: Where we purchase third-party services on your behalf and pass through those costs, those services remain subject to the provider’s own terms, limitations, and warranties (if any). We do not give additional warranties or accept liability for their performance, availability, security, billing, or outcomes. Our role is limited to arranging access and passing through the benefit of the service.
Because of these factors, we cannot guarantee specific outcomes (such as rankings, traffic, or sales) or uninterrupted, error-free operation.
To the maximum extent permitted by law, our total liability to you for any claim is capped at the total fees you have paid us in the 12 months immediately before the event giving rise to the claim. This cap applies across all services and all types of claims, regardless of how the claim is made.
We are not liable for indirect or consequential losses, including lost profits, revenue, reputation, or customers. We are also not liable for the performance, availability, security, or failures of third-party providers that we do not directly engage on your behalf. You remain responsible for fees payable to such providers, and any disputes about their services are between you and them.
Our liability cap is not an agreement to insure your business risks. If your insurer pays a claim and seeks recovery from us, any such claim is subject to the same caps, exclusions, and defences that apply to you.
Nothing in this section limits liability that cannot be excluded by law.

11. Indemnities and Insurance

You are responsible for your own actions and decisions. You agree to indemnify us for any third-party claims, costs, or liabilities we incur that arise from:

  • Your breach of these Terms,
  • Your failure to comply with Section 9 (Your Privacy Responsibilities), or
  • Unlawful, infringing, or inappropriate use of our services or deliverables (including content you supply or approve).

This indemnity covers our reasonable legal costs but does not extend to losses caused by our own negligence, which remain subject to Section 10.
Each party is expected to arrange and maintain insurance appropriate to its own risks. For you, this may include business, liability, or cyber insurance. For us, we maintain insurance suitable for a business of our size and services. Neither party relies on the other’s insurance to cover its own risks.
Our liability cap in Section 10 is not a substitute for insurance. It limits the extent of our financial responsibility but does not cover risks you could or should reasonably insure against.

12. Force Majeure

We are not responsible for delays, interruptions, or failures to deliver our services if they are caused by events outside our reasonable control. These events may include natural disasters, pandemics, power or internet outages, strikes, changes in law, or failures by third-party providers we rely on.
If such an event happens, we will let you know as soon as possible and do our best to minimise the impact. Your obligation to pay for services already delivered is not affected.

13. Ending the Agreement

Either party may end this agreement at any time by giving written notice. For ongoing services such as hosting and retainers, your final invoice will cover the current billing period, and no refunds will be given for unused time.
We may also end this agreement immediately if you fail to pay invoices when due, breach these Terms, or request work that is unlawful or breaches third-party policies.
When services end, hosting and related services will cease at the end of the period already paid for. If you ask us to assist with transition (such as supplying files, packaging websites, or transferring domains), we’ll provide reasonable assistance (for example, packaging the website for common hosting and supplying agreed documentation). All transition work is time-and-materials at our standard rates.
We will retain project files and data for 30 days to allow you to request a copy. After this period, we may delete them permanently. We are not responsible for retaining, restoring, or backing up your data beyond this timeframe unless expressly agreed in writing, and any assistance provided will be charged at our standard hourly rates.
Where project fees are being paid by instalments, this arrangement is for convenience only and does not reduce the total project fee payable. If this agreement ends early for any reason, the outstanding balance of the project fee becomes payable in full. That balance will be included in our next monthly invoice and is due on the 20th of that month, in line with our standard billing cycle.

14. Non-Solicitation of Staff

You must not directly or indirectly solicit, employ, or engage any of our employees or contractors who were involved in providing services to you, during this agreement and for 12 months afterwards.
If you breach this clause, we may seek to recover the costs and losses we incur as a result.
This restriction does not apply where a person responds independently to a genuine, non-targeted public job advertisement.

15. General

Unenforceable Provisions

If any part of these Terms is found to be invalid or unenforceable, the rest will continue to apply.

Waiver

If we don’t enforce a right under these Terms straight away, that doesn’t mean we’ve waived it. Any waiver must be agreed in writing.

Assignment

You may not transfer this agreement (or your rights under it) to another party without our written consent.

Reservation of Rights

We reserve the right to suspend or stop providing services if:

  • You fail to pay invoices,
  • You breach these Terms,
  • Your use of our services is unlawful or harmful, or
  • Continuing to provide services could damage our reputation or operations.

We may also update the tools, systems, or processes we use to deliver services, as long as it does not materially reduce the scope of what you’ve agreed with us.

16. Disputes and Governing Law

If a dispute arises, both parties will first try to resolve it through open and honest communication. If we cannot resolve it this way, either party may request mediation in New Zealand before considering legal action. The costs of mediation will be shared equally, unless the mediator directs otherwise.
These Terms are governed by the laws of New Zealand, and any disputes will be resolved in the New Zealand courts.

Service-Specific Terms

These terms apply in addition to our General Terms.

  1. Web Development

    1. We determine the technical tools and methods used to deliver your project.
    2. Testing is carried out on the latest stable versions of commonly used browsers and devices at the time of delivery. We do not guarantee compatibility with outdated or unsupported systems.
    3. If we are engaged to work on a website we did not originally build, our responsibility is limited to the specific work we perform. We do not guarantee the quality, stability, or security of pre-existing code. Any remedial work required will be billed at our standard rates.
    4. Ongoing maintenance, updates, or feature development after delivery are not included in the development fee and require a separate hosting or service agreement.
    5. We build and deploy websites using a professional development process designed for performance, security, and maintainability. A high-level overview is on our How We Work page.
    6. We don’t provide direct file-level access to production environments (for example, FTP) or support changes made outside our development workflow. If you wish to engage another supplier, we can collaborate via agreed processes, subject to a separate scope and our standard rates.
    7. If you move your website away from Legend, we’ll provide a site package suitable for common hosting. On request, we can also provide reasonable handover assistance (for example, repository access or build/deploy notes). Transition support is time-and-materials. We don’t warrant another supplier’s ability to maintain or extend the website or to work within our workflow.
    8. We’re not responsible for issues that arise from changes made by you or other suppliers outside our workflow. Remedial work will be treated as new work and billed at our standard rates.
    9. We don’t guarantee compatibility with third-party “page-builder” tools or one-click migration plugins chosen by others. If you want to re-platform to a different toolset, we can scope that work separately.

  2. Hosting & Email

    1. Our standard hosting plan is NZD $89/month + GST where applicable. This is the minimum plan available to hosting clients.
    2. Legacy hosting or email plans may be transitioned to our current standard plan, with at least 30 days’ prior notice provided on your invoice.
    3. Hosting and email services are billed monthly in advance. Services continue only while invoices are paid. Non-payment may result in suspension, and after three months of non-payment we may permanently disable or release services such as domains or email accounts.
    4. Our responsibility is limited to managing the hosting environment itself. We are not liable for problems caused by third-party providers, internet service providers, or factors outside our control.
    5. For websites we did not build, we are not responsible for the quality or stability of existing code. Support and remedial work is provided only within the scope of your hosting or support plan and may be billed separately.

  3. Search Engine Optimisation (SEO)

    1. We provide SEO services primarily for websites we have built or host, and usually as defined projects rather than ongoing retainers.
    2. We apply reasonable professional care and generally accepted SEO practices, but we cannot guarantee rankings, traffic, or sales.
    3. Where projects involve large-scale or automated content generation, you acknowledge that it is not feasible for us to review every individual item, you are ultimately responsible for reviewing and approving the accuracy, legality, and suitability of all content published under your brand. We are not responsible for errors, omissions, or claims arising from content you supply, approve, or fail to review.
    4. You are responsible for approving on-site changes, providing access to necessary accounts, and supplying accurate information for campaigns.
    5. Third-party tools, APIs, or subscriptions required for SEO work may be billed directly by the provider or passed through at cost.

  4. Google Ads

    1. We manage Google Ads campaigns on your behalf, using accounts linked to our manager account (MCC) or your own account.
    2. You remain responsible for ad spend, which is normally billed directly by Google. If costs are passed through by us, they will be invoiced separately.
    3. Our management fees are billed separately from ad spend.
    4. All campaign data, history, and reports created in your Google Ads account remain yours. If you end the service, we will return access to your campaigns so you can continue managing them or transfer them to another provider.
    5. Our underlying methods, processes, and tools remain our intellectual property.

  5. Domains

    1. You retain ownership of your domains at all times. When you register or transfer a domain through us, we act as custodian and administrator on your behalf.
    2. All domains managed by us are set to auto-renew approximately 60 days before expiry to avoid accidental loss. Renewal fees are invoiced in line with our standard billing cycle.
    3. If you do not wish to renew a domain, you must notify us in writing at least 65 days before the renewal date. If you do not notify us, the domain will auto-renew and you remain responsible for the renewal fee.
    4. Domain renewals are non-refundable. Once a renewal has been processed, you are liable for the renewal fee whether or not you continue to use the domain.
    5. We will provide transfer codes (UDAIs) on request once all related invoices are paid in full. We may withhold transfer codes or suspend services if invoices remain unpaid.

  6. Digital Design Work

    1. We create digital and print-ready assets such as logos, graphics, and layouts.
    2. Once paid in full, you own the final deliverables created for you. We retain ownership of underlying concepts, drafts, and working files.
    3. Any third-party assets (such as fonts, stock images, or licensed materials) remain subject to their own licensing terms.
    4. Revisions beyond the agreed scope are billable at our standard rates.
    5. We do not commit to long-term storage of design files. You are responsible for keeping copies of your final deliverables.