Thanks for taking the time to learn about Saturn6 Digital (Saturn6) and our terms and conditions. It’s important stuff. This is where you’ll find information about how we provide service, what you can and can’t do with us and how we handle your account. If you still have questions after reading them, drop us a line.
Acceptance of terms
These terms and conditions apply to all products the Client purchases from Saturn6 now and in the future. Not only do these terms give you certainty as to your rights and obligations, they also ensure we can focus on delivering the best possible service to you.
Each purchase incorporates these terms (“General Terms”) and any special terms (“Special terms”) relating to each product.
Thanks for coming on board.
By using Saturn6 you agree to all the terms below.
In these General Terms and any relevant Special terms, unless the context otherwise requires:
Charges – means the sums payable by the Client for the relevant Services, and any additional work done by Saturn6 from time to time, and may include additional administration fees, management fees, and non-refundable establishment fees together with any payment processing fees. All Charges are quoted exclusive of GST unless expressly stated otherwise.
Client – means the person, firm or company acquiring Services under these General Terms and any relevant Special terms.
General Terms – means the terms and conditions set out in this document, which govern the overall relationship between the Client and Saturn6.
Saturn6 – means Saturn6 Limited, a company incorporated in New Zealand, or any of its successors or assignees.
Intellectual Property Rights – means any patent, trademark, 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.
Services – means the products and services to be delivered by Saturn6 to the Client, as agreed from time to time.
Special terms – means the special terms of delivery relating to one or more of the Services posted on Saturn6’s website together with the payment terms in any relevant invoices.
We explain what some of the important words mean.
Our service delivery
- Saturn6 agrees to deliver the Services to the Client, as provided in clauses 12 to 17 below, and the Client agrees to pay the Charges, in accordance with these General Terms and any relevant Special terms.
- Where Services are acquired free of Charges via the submission of information and content online:
- The person submitting the form and/or content warrants that they have the full power and authority of the Client to enter into these General Terms on behalf of the Client.
- The person submitting the form agrees to be bound in the same manner as the Client, jointly and severally, for all the warranties, indemnities and obligations (not relating to Charges or payment) of the Client, and to be bound by the limitations of liability, in these General Terms.
- For the avoidance of doubt, such Services will remain subject to these General Terms and any relevant Special terms.
- The Client agrees and acknowledges that:
- Delivery of the Services may depend on the operation, rules and terms of conditions of service of a number of third party providers (for example, but without limitation, social media platforms such as Facebook, search engines, such as Google, and the like) and all Services are ultimately delivered subject to those constraints. The Client agrees that Saturn6 will not be under any obligation to deliver Services where and to the extent that such third party providers’ constraints render Saturn6 unable to deliver them.
- Saturn6 uses the services of a number of third parties. They have their own terms and conditions, and the Client acknowledges that they have familiarised themselves with and agreed to all third party terms referred to in any Special terms.
- Telecommunications systems may sometimes require downtime outside of Saturn6’s control, and some or all of the Services may be unavailable from time to time for such reasons.
- Saturn6 may refuse, reject or remove any content provided by the Client at any time from the Services, without prior notice, if Saturn6 reasonably believes the content, or use of the content, contravenes any law, infringes or is likely to infringe any rights of a third party or is misleading, inappropriate, unsuitable, offensive, obscene, defamatory or indecent.
- Saturn6 cannot and does not make any warranty as to the consumer response to the Services, nor that the Client’s business, or the Services/results from them, will appear in any particular manner within any third party websites or services.
- Saturn6, in its absolute discretion, may determine the presentation of the Services and cannot guarantee the presentation of the Services in all the methods by which the content within them may be accessed (for example, without limitation, depending on the computers or other devices, operating systems, applications and browsers in use). Saturn6 will not be responsible for the incorrect appearance of any content within the Services, including without limitation:
- the duration, nature, size, design and placement of any page, site or application;
- the classification of business categories, keywords, regions and search criteria.
- Saturn6 may use the Client’s content, including but not limited to its name, phone number, address and business description, for any of the Services including websites, mobile listings and applications, available from time to time and that Saturn6 may develop in the future. Saturn6 may include its trade marks and other proprietary content of Saturn6 within the Services, but Saturn6 does not endorse the Client’s goods or services. The Client authorizes Saturn6 to continue to use the Client’s content in such a manner following the expiry or termination of the relevant Services, unless the Client gives notice to Saturn6 to cease such use, and grants to Saturn6 all necessary licence and consent to any Intellectual Property Rights in the content necessary.
- All Intellectual Property Rights in any content produced by Saturn6 for the Client, except for those in any logos, designs, names and other material originally supplied by the Client, will vest absolutely in and remain the exclusive property of Saturn6.
- The Client may not assign any of its rights under these General Terms or any relevant Special terms without the prior written consent of Saturn6.
- These General Terms will apply to all Services in conjunction with any relevant Special terms. In case of any conflict or ambiguity between the General Terms and relevant Special terms, those Special terms shall prevail.
We use a lot of different tools to create great outcomes for you.
Sometimes things go wrong, if they do we’ll correct them quick.
Sometimes things are outside of our control e.g. acts of hackers, law changes or Zombies.
- Unless otherwise agreed, these General Terms apply from the time that the Client agrees to purchase any Services by written, electronic or verbal means.
- Unless otherwise agreed, each of the Services will be provided for an initial period of 12 months from the date the Client agrees to purchase them.
- All warranties, indemnities or other provisions of these General Terms affecting the liability of the Client to Saturn6, or the liability of Saturn6 or any other person to the Client or to any third party shall continue in force despite the expiry or termination of the Services, for whatever reason.
We will agree with you how long the products and services will last.
Changes to the terms
- Saturn6 may vary all or any part of the General Terms or the Special terms at any time by written notice to the Client.
- The Client’s continued use of the Services following a variation referred to in any notice under clause 10 becoming effective, or 7 working days after receipt of such notice, whichever is the later, will be deemed to constitute acceptance of the variation.
If we make any changes to these terms we’ll notify you.
- Saturn6 will provide the Services to the Client.
- Saturn6 will use reasonable commercial endeavours to commence the Services within 4 weeks of receipt of payment or confirmation of a secure payment arrangement for the relevant Services, unless a different timescale is agreed between the parties.
- Saturn6 is not obliged to collect or create content for the Client, but may use existing content the Client has provided to Saturn6 or generate content from the Client’s website or (with the Client’s approval) a third party website for the Services. If Saturn6 cannot generate content from the Client’s website or a third party website and no content is provided to Saturn6 by the Client, Saturn6 will not be obliged to upload any content as part of the Services. The Special terms for the particular Services may have specific client content requirements.
- Any content generated by the Client for use within the Services may be subject to Saturn6’s approval process before that content is published. Saturn6 will use reasonable commercial endeavours to undertake any approval process within a reasonable time.
- Saturn6 will use reasonable commercial endeavours to ensure the Services accurately embody the approved content provided by the Client, or published on the Client’s website or a third party website (approved by the Client). Saturn6 will not be responsible for any errors that are within content approved by the Client or which arise from material provided by the Client or any third party, and will not be obliged to rectify any errors in any content posted or any other material within the Services unless the Client gives notice of them to Saturn6.
- The Client may request that Saturn6 change any content within the Services at any time after they are first delivered, and Saturn6 will use reasonable commercial endeavours to comply with those requests. Saturn6 may levy reasonable additional Charges for such work in addition to the particular Charges for the Services.
We’ll work hard to do our best work for you. The more input and information you provide, the better the outcome we provide.
- The Client will pay the Charges in accordance with clause 23.
- The Client will:
- provide Saturn6 with such text, artwork, information, logos, designs and any other material requested, and will do so in such formats and at such time or times, as may be reasonably required for Saturn6 to deliver the Services. The Client will be solely responsible for ensuring that such material is accurate and complete.
- provide Saturn6 with accurate and complete answers to business profile questions in a timely manner to enable Saturn6 to deliver the Services.
- obtain all necessary licences or consents that are required in connection with the use of names, logos, artwork and other material or content supplied by the Client for use within the Services.
- To the extent that the Client supplies Saturn6 with any original material in which the Client holds relevant Intellectual Property Rights, the Client grants a worldwide, perpetual, royalty-free licence to Saturn6 to publish, reproduce, adapt, and otherwise deal with and use without limitation any such material for the purposes of delivering the Services.
- Except in relation to content provided by the Client, the Client will not (and will not permit others to) reproduce the Services, any unused material prepared by Saturn6, or other material in which Saturn6 holds Intellectual Property Rights, without Saturn6’s prior written consent.
- The Client will not use a robot, spider, crawler, scraper or other unauthorised automated means of whatever nature to access the Services or Saturn6’s website for any purpose.
When you pay or make a part payment we get started.
Information, data or artwork you provide belongs to you. No Google image ripping here folks.
The work we do is for you only.
- The Client will pay the Charges free of any deduction or set off whatsoever, in accordance with any relevant Special terms, by the due dates specified on the relevant invoices.
We create an agreed schedule for payment.
Failure to pay
- If the Client fails to pay Saturn6 any Charges owed by the relevant due date, or if any payment the Client has made to Saturn6 is declined or otherwise not received by Saturn6, Saturn6 may do any of or all of the following:
- charge interest on the unpaid amounts due (at the monthly rate of 2.5%) from the date the amount became due until it is paid in full;
- charge any reasonable debt collection and legal costs incurred as a result of the Client’s failure to pay the amounts due;
- charge a late payment administration fee of $15 per month for any month or part thereof that a due payment remains outstanding under any invoice;
- suspend the relevant Services or terminate them in accordance with clause 30.b.; and
- on-charge to the Client any dishonour or other fees arising from the Client’s failure to pay.
- Saturn6 will be under no obligation to continue to deliver any Services to the Client whilst there remain any Charges or other sums due from Client but unpaid in respect of those Services.
When you don’t pay, it gets awkward.
Termination of services – General
- The termination or expiry of the Services shall not affect any rights or liabilities of the parties already accrued, except to the extent necessary, and these General Terms will continue to apply.
Even when it’s over, we still have some responsibilities.
Termination by the client
- In addition to any statutory or other legal rights of the Client, the Client may terminate any or all of the Services by giving Saturn6 Notice within 7 working days of the date on which the Client receives written confirmation of the agreement to purchase the relevant Services. If the Client terminates Services in accordance with this clause, any Charges for the relevant Services paid to Saturn6 will be refunded to the Client. For the purpose of this clause, written confirmation is deemed received:
- if by electronic mail, when the email arrives in the Client’s inbox and they can reasonably be expected to have read it; or
- if by post, two days after the written confirmation is posted by Saturn6.
- Once the period for 27 has expired, the Client may provide 90 days notice of any or all of the services to be terminated. If the service has already provided and there are payments still outstanding or yet to be invoiced then the service/product will not be cancelled. Refunds on Services paid for will not be made. Saturn6 will take all reasonable commercial endeavours to transfer right and responsibilities to the client of any appropriate service.
- If the Client terminates any Services for any reason prior to the expiry of the relevant term, then Saturn6 will not be obliged to remove any content, cease delivery of the those Services, except where notice has been given as set out in clause 3.6.
If you change your mind in the first 7 working days we’ll return your money. After that you just need to provide 90 days notice.
Termination by Saturn6
- Saturn6 may terminate all or any of the Services with immediate effect on notice to the Client, if the Client:
- ceases or threatens to cease to carry on its business or becomes insolvent, has a receiver or administrator appointed, makes any arrangement for the benefits of its creditors, goes into liquidation or enters into any other insolvency process; or
- commits a material breach of these General Terms or any relevant Special terms and (in the case of a breach capable of remedy) fails to remedy it within 7 working days of receipt of notice from Saturn6 specifying the breach and recording an intention to terminate if the breach is not remedied.
If you’ve been very bad, or liquidated, we’ll be stopping.