1 – PARTIES & SCOPE
These General Terms and Conditions of Service (hereinafter 'Terms') govern all professional relationships between AnjuDraw Limited (NZBN: 9429053407269), registered in New Zealand, hereinafter referred to as 'Anju Draw' or 'the Service Provider', and any individual or legal entity (hereinafter 'the Client') commissioning illustration, graphic design, branding, or any related creative service.
Any order, signed quote, or written confirmation of a project (including email confirmation) implies full and unconditional acceptance of these Terms. In the event of conflict between a signed quote and these Terms, the signed quote shall prevail for the specific provisions addressed therein.
2 – QUOTES & PROJECT SCOPE
All projects begin with a written quote issued by Anju Draw and valid for 30 days from the date of issue. The quote details the scope of work, deliverables, timeline, and pricing. Once a quote expires, a new quote must be issued and may reflect rates current at the time of the new request.
Any modification to the initial brief after the quote has been accepted may result in a revised quote and adjusted timeline. Project costs may vary upon receipt of the final brief, depending on complexity, technical constraints, or the need to purchase specific materials or stock assets. The Client will be informed and must approve any additional costs before they are incurred.
3 – OBLIGATIONS OF THE PARTIES
Generally speaking, both the Client and the Service Provider commit to actively collaborating to ensure the proper execution of the contract.
Each party commits to communicating any difficulties they become aware of as the project progresses, so as to allow the other party to take the necessary measures.
a/ The Client
To enable the Service Provider to carry out their work, the Client commits to:
• Establishing a detailed brief that will not be subject to further modification, except by mutual agreement of both parties, once approved by the Service Provider. Should any modifications require a substantial reworking of the original brief, these will be invoiced in addition to the original quote.
• Providing accurate and truthful information, and committing to notify the Service Provider of any changes to the information provided. The Client shall bear sole responsibility for any issues that may arise from incorrect information. The Client must maintain a valid email address and postal address.
• Submitting the purchase order/quote to the Service Provider (dated, signed and stamped).
• Providing all documentary, graphic and textual elements necessary for the proper completion of the contract (in particular in the correct usable formats for the intended media). The Client commits to providing all legal information to be included in documents and assumes responsibility for the content of the documents they publish.
• Holding the necessary rights to all elements provided as above. The Client shall bear sole liability in this regard.
• Actively collaborating towards the success of the project by providing the Service Provider, within the required timeframes, with all information and documents necessary for a proper understanding of the needs and the successful completion of the Services.
• Strictly adhering to the technical and creative recommendations made by the Service Provider.
• Indemnifying the Service Provider against any action that may be brought against them due to the nature of the data or information (text, images, sounds) provided or selected by the Client.
• Settling all amounts due to the Service Provider within the agreed timeframes.
• Informing the Service Provider of any situation where they may be in competition with other Service Providers.
b/ The Service Provider
• Where necessary, the Service Provider may assist in developing the brief, jointly with the Client.
• The Service Provider guarantees that the creations are legally available and are not encumbered by the rights of third parties, whether employees of the Service Provider or otherwise, for the uses set out in the contract.
• The Service Provider commits to keeping the Client regularly and effectively informed of progress on the project, notably through validation stages submitted to the Client.
• With regard to confidentiality, and throughout the duration of this agreement and even after its termination for any reason whatsoever, the Service Provider commits to keeping strictly confidential all information and documents of any nature relating to the Client, to which they may have had access in the course of carrying out this assignment.
4 – PAYMENT CONDITIONS
A 50% deposit is required upon signing the quote to secure the project slot in the production calendar. No work is initiated before this deposit is received. The remaining 50% balance is due upon final delivery of the agreed deliverables, prior to the transfer of final files.
Invoices are payable within 7 days of the invoice date. No early payment discount is offered. Late payment will automatically incur, without prior notice, a penalty of 12.62% per annum of the total amount outstanding, as well as a fixed compensation of NZD 40 (or equivalent in the invoiced currency) for collection costs.
Payment methods accepted: bank transfer (ANZ New Zealand), PayPal, or Wise. Invoices may be issued in NZD or EUR depending on the Client's location, as specified in the quote.
5 – REVISIONS & MODIFICATIONS
Each project includes two (2) rounds of revisions as standard. A revision round is defined as a consolidated set of feedback submitted in a single message or document. Revisions must remain within the agreed project scope.
Additional revision rounds beyond the two included will be billed at NZD 35 per round (or equivalent in the invoiced currency), subject to a mutual written agreement. Any change to the initial brief constituting a significant scope expansion will be treated as a new project element and quoted separately.
6 – TIMELINE & DELIVERY
Estimated timelines are indicated in the quote and begin from the date the signed quote and 50% deposit are both received. Timelines are provided in good faith and may be adjusted in the event of client-side delays (late feedback, delayed approvals, incomplete briefs, or content provided progressively).
Anju Draw shall not be held liable for delivery delays caused by the Client's supervision or approval process. If client-side delays extend the project timeline by more than 14 days, Anju Draw reserves the right to reschedule the project. Rush orders (delivery required within 72 hours) are subject to a surcharge of 30% of the total project cost, to be confirmed in writing before production begins.
7 – INTELLECTUAL PROPERTY & USAGE RIGHTS
All creative work produced by Anju Draw (illustrations, designs, visual identities, templates, and related assets) remains the exclusive intellectual property of AnjuDraw Limited until full payment has been received.
Upon receipt of full payment, Anju Draw grants the Client a usage licence as specified in the signed quote. Unless explicitly stated otherwise in writing, this licence is limited to the scope, medium, duration, and territory defined in the quote. Any use of the work beyond the agreed licence scope — including additional media, new territories, extended duration, or new commercial applications — requires a new written agreement and may be subject to an additional licence fee.
Moral rights (authorship rights) are retained by Anju Draw at all times, regardless of the licence granted. The Client may not remove, obscure, or falsely attribute authorship of any delivered work. Source files (e.g. .ai, .psd, .procreate) are not included in standard deliveries. Transfer of source files is available upon request for an additional fee of 20% of the total project cost.
8 – PROHIBITION ON USE FOR ARTIFICIAL INTELLIGENCE TRAINING
⚠ CRITICAL CLAUSE — Please read and accept carefully.
The Client is strictly prohibited from using any work produced by Anju Draw — in whole or in part, in its original or modified form — for the purpose of training, fine-tuning, developing, benchmarking, or improving any artificial intelligence system, machine learning model, or automated image generation tool, including but not limited to generative AI, diffusion models, large language models with image capabilities, or any similar technology.
This prohibition applies regardless of whether the AI system is developed by the Client, a third party, or a subsidiary, and regardless of whether the use is commercial or non-commercial. The Client warrants that they will not share, sublicence, or transfer the work to any third party for AI training purposes.
Any breach of this clause constitutes a material breach of these Terms and of applicable intellectual property law. In such event, Anju Draw reserves the right to: (a) immediately terminate the licence granted; (b) claim damages equivalent to a minimum of five (5) times the total project cost; (c) pursue all available legal remedies under New Zealand law and applicable international intellectual property treaties.
9 – CONFIDENTIALITY & PORTFOLIO RIGHTS
Anju Draw agrees to keep confidential any sensitive business information shared by the Client in the context of a project, unless the Client expressly authorises its disclosure.
Unless the Client explicitly requests confidentiality in writing, Anju Draw reserves the right to display completed work in their portfolio (website, social media, client presentations) for self-promotional purposes. The Client's name or logo may be used as a reference unless otherwise agreed.
10 – CLIENT RESPONSIBILITIES
The Client is responsible for providing accurate, complete, and timely briefs, feedback, and approvals. Anju Draw cannot be held responsible for errors or omissions resulting from incomplete or incorrect information provided by the Client. If the Client provides photographs, images, logos, or other third-party assets, the Client is solely responsible for ensuring they hold the appropriate rights and licences for such use.
11 – CANCELLATION & TERMINATION
If the Client cancels a project after the quote has been signed and production has commenced, the 50% deposit is non-refundable. If work completed at the time of cancellation represents more than 50% of the total project scope, Anju Draw reserves the right to invoice for the additional work completed, prorated accordingly.
Anju Draw reserves the right to terminate a project if the Client engages in abusive behaviour, acts in bad faith, or repeatedly fails to provide timely approvals. Payment for work completed to date remains due.
12 – INCAPACITY FOR WORK
In the event of incapacity to work due to illness or accident, the Service Provider reserves the right to modify the current schedule without the Client being entitled to claim any compensation. It is understood that the Service Provider must notify the Client from the first working day of their incapacity.
13 – FORCE MAJEURE
Neither party shall be considered liable for failure to fulfil contractual obligations when such failure results from a force majeure event. Anju Draw will notify the Client within five (5) business days of the event. Both parties will agree on the conditions under which the contract will continue.
14 – LIMITATION OF LIABILITY
Anju Draw's total liability in connection with any project shall not exceed the total amount paid by the Client for that specific project. Anju Draw shall not be liable for any indirect, incidental, or consequential damages arising from the use of delivered work. Anju Draw is not responsible for colour variations between screen display and physical print output.
15 – GOVERNING LAW & DISPUTE RESOLUTION
These Terms are governed by the laws of New Zealand. In the event of a dispute, the parties agree to first attempt resolution through good-faith negotiation. If no resolution is reached within 30 days, the dispute shall be subject to the exclusive jurisdiction of the courts of Auckland, New Zealand.
16 – ACCEPTANCE
The Client's signature on a quote, or any written confirmation of a project (including email confirmation), constitutes full and unconditional acceptance of these General Terms and Conditions of Service. These Terms are available at www.anjudraw.com and may be updated periodically. The version in force at the time of the signed quote applies to the relevant project.