4.1 General Changes. Unless otherwise provided in the Proposal, and except as otherwise provided for herein, Client shall pay additional charges for changes requested by Client which are outside the scope of the Services on a time and materials basis, at MagentaDot Brands’ standard hourly rate of NZD$100 per hour. Such charges shall be in addition to all other amounts payable under the Proposal, despite any maximum budget, contract price or ﬁnal price identiﬁed therein. MagentaDot Brands may extend or modify any delivery schedule or deadlines in the Proposal and Deliverables as may be required by such Changes.
4.2 Substantive Changes. If Client requests or instructs Changes that amount to a revision in or near excess of fifty percent (50%) of the time required to produce the Deliverables, and or the value or scope of the Services, MagentaDot Brands shall be entitled to submit a new and separate Proposal to Client for written approval. Work shall not begin on the revised services until a fully signed revised Proposal and, if required, any additional retainer fees are received by MagentaDot Brands.
4.3 Timing. MagentaDot Brands will prioritize performance of the Services as may be necessary or as identiﬁed in the Proposal, and will undertake commercially reasonable efforts to perform the Services within the time(s) identiﬁed in the Proposal. Client agrees to review Deliverables within the time identiﬁed for such reviews and to promptly either,
- (i) approve the Deliverables in writing or
- (ii) provide written comments and/or corrections sufﬁcient to identify the Client’s concerns, objections or corrections to MagentaDot Brands. MagentaDot Brands shall be entitled to request written clariﬁcation of any concern, objection or correction. Client acknowledges and agrees that MagentaDot Brands’ ability to meet any and all schedules is entirely dependent upon Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Proposal and that any delays in Client’s performance or Changes in the Services or Deliverables requested by Client may delay delivery of the Deliverables. Any such delay caused by Client shall not constitute a breach of any term, condition or MagentaDot Brands’ obligations under this Agreement.
4.4 Testing and Acceptance. MagentaDot Brands will exercise commercially reasonable efforts to test Deliverables requiring testing and to make all necessary corrections prior to providing Deliverables to Client. Client, within ﬁve (5) business days of receipt of each Deliverable, shall notify MagentaDot Brands, in writing, of any failure of such Deliverable to comply with the speciﬁcations set forth in the Proposal, or of any other objections, corrections, changes or amendments Client wishes made to such Deliverable. Any such written notice shall be sufﬁcient to identify with clarity any objection, correction or change or amendment, and MagentaDot Brands will undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from Client, the Deliverable shall be deemed accepted.