Web Design Terms and Conditions
The following terms and conditions document is a legal agreement between C1 Web Designs hereafter “the Developer” and “the Client” for the purposes of web site design or development.
These Terms and Conditions set forth the provisions under which the the Client may use the services supplied.
2.ACCEPTANCE OF WORK
Quotes are valid for 7 days from date of issue whether verbal, written or via email.
When a Client places an order to purchase a web site or web site updates from the Developer, whether verbally or in writing, the order represents an offer to the Developer to purchase the web site or web site updates which is accepted by the Developer upon response to the request.
No contract for the supply of services exists between the Client and the Developer until the Client receives such a response from the Client whether verbally or in writing and this acceptance of work is a valid contract between the Client and the Developer.
The Developer will issue an invoice at the culmination of the contract, in response to the Clients offer to purchase services from the Developer Any other services on the order which have not been included in the invoice do not form part of the contract.
The Client agrees to check the details of the invoice are correct and should print and keep a copy for their records.
The Developer reserves the right to withdraw from contract at any time prior to acceptance.
3.PERMISSION AND COPYRIGHT
All pages, images, text and code on Developer’s web site at http://www.c1webdesigns.com is copyrighted material.
The Client and any visitors to the Developer’s web site at http://www.c1webdesigns.com may not use any of the pages, images, text or code on the web site for use on the Client’s or visitors own web site or to create a web site without prior written permission from Developer.
Copyright of the completed web designs, images, pages, code and source files created by Developer for the project shall be with the Client upon final payment only by prior written agreement. Without agreement, ownership of designs and all code remains with the Developer at all times.
The Client agrees that resale or distribution of the completed files in full or in part is forbidden unless prior written agreement is made between the Client and the Developer.
The Client hereby agrees that all media and content made available to the Developer for use in the project are either owned by the Client or used with full permission of the original authors. The Client agrees to hold harmless, protect and defend the Developer from any claim or suit that may arise as a result of using the supplied media and content.
The Client agrees that any and all imagery provided by the Developer remains the property of the Developer and is copyright as such. The Client has express permission to use such images on one website, on one domain name only. The Client is not permitted to use an image onmore than one website without prior written agreement between the Client and the Developer. The Client is not permitted to sell, lease, gift or loan any image created by the Developer without prior written agreement.
If specific images are commissioned and itemised on the Client’s Invoice, then that image is deemed exempt from this clause as specified commissioned images billed to the Client, shall be owned in full by the Client and copyright held by the Client accordingly.
The Client agrees that the Developer may include development credits and links within any code the Developer designs, builds or amends.
The Client agrees that Developer reserves the right to include any work done for the Client in a portfolio of work.
The Developer reserves the right in its sole discretion to refuse to sell design or code to a Client who has a site which it deems is, including but not limited to, unlawful or inappropriate, contains a virus or hostile/malicious program, constitutes harassment, racism, violence, obscenity, harmful intent, spamming, contains adult content, commits a criminal offence, infringes privacy or copyright or any other questionable media at the Developers own discretion. The Developer reserves the right to refuse to sell design or code to those thought or known as competitors of the Developer. The Client may not purchase design or code for use in development of their own product to directly compete with the Developer’s design or code.The Developer reserves the right to refuse sale for orders from suspect payment or address details or other reason at the Developers own discretion. The Developer reserves the right without notice to cancel, reject, refuse sale to or work with a Client without reason for such rejection or refusal.
5.DOMAIN NAMES AND HOSTING
The Client agrees to take all legal responsibility for use of third party domain name, hosting and email services and hereby agrees to indemnify and hold harmless the Developer from any claim resulting from the Client’s publication of material and use of the domain name, hosting and email services. Any support or payment due relating to the domain name, hosting and email services are to be made between the Client and the third party service.
The Client agrees to pass on FTP details and any other access details relating to their domain name and hosting account which the Developer requires to upload the web site if required as part of a project.
The Developer reserves the right without notice to refuse work with domain names or hosting and email services without reason for such rejection or refusal.
All alterations for web sites projects are to be requested in writing, by email from the Client to the Developer. After the specified allowed hours of alterations have been completed, the Developer reserves the right to advise the Client as such and send a separate quotation to the Client and to request payment for any further alterations. The Developer reserves the right to request payment be received for further alterations before continuing work.
Upon completion of an agreed design, and at the time the website is rendered public and live on the internet, the Client agrees that the design is signed off as complete and agree that any further design alterations are chargeable, unless arranged in writing prior to the website going live.
If the Client requires the site to go live, prior to the Designer’s advice to the contrary, or without prior arrangement for any and all final edits necessary, then the Designer shall be absolved from all requirements for further work on the website and any work required will be quoted for and completed as billable work.
The Client agrees to provide any needed information and content required by the Developer in good time to enable the Developer to complete a design or web site work as part of an agreed project.
The Client agrees that a HTML page built from a graphic design may not exactly match the original design because of the difference between the display in design software and the rendering of HTML code by various internet browser softwares. The Developer agrees to try and match the design as closely as is possible when building the code, but the Client must allow for the developmental differences and minor alterations.
The Developer endeavours to create pages that are search engine friendly, however, the Developer gives no guarantee that the site will become listed with search engines or of certain search results. In no event shall the Developer be held liable for any changes in search engine rankings as a result of using the Developers code.
If an error or issue with the design or code arises during the project which does not allow the design or code to match the original specification, then the Client agrees that the Developer can apply a nearest available alternative solution within the scope of the Developers design.
The Developer will from time to time, utilise 3rd party web applications in website builds and as such will at their discretion provide training on such systems to the Client. At the Developers sole discretion, the Developer may provide such training at no charge, however some training will incur costs and these shall be clearly quoted and included on the invoice as an itemised cost.
After site completion, a Client or a third party of their choosing may wish to edit their web site code themselves to make updates. However, the Client agrees that in so doing they assume full responsibility for any issues which occur as a result of changing the code themselves. If the Client or a third party of their choosing edits the web site code and this results in functionality errors or the page displaying incorrectly, then the Developer reserves the right to quote for work to repair the web site.
The Developer reserves the right to assign subcontractors in whole or as part of a project if needed.
The Client agrees that it is their responsibility to have regular backups of their website and software made by themselves or third party services in case of a software or hardware failure.
All communications between the Developer and the Client shall be by telephone, email, Skype or in person, except where agreed at Developer’s discretion.
The Developer shall make every effort to ensure sites are designed to be viewed by the majority of visitors. Sites are designed to work with the main browsers; Chrome, Internet Explorer and Mozilla Firefox’s latest releases. The Client agrees that the Developer cannot guarantee correct functionality with all browser software across different operating systems.
The Clients agree that after handover of files any updated software versions of the main browsers, Chrome, Internet Explorer and Mozilla Firefox, domain name setup changes or hosting setup changes thereafter may affect the functionality and display of their web site. As such, the Developer reserves the right to quote for any work involved in changing the web site design or web site code for it to work with updated browser software, domain name or hosting changes.
Complete website build payment terms are all invoices payable upon acceptance by the Client, of the Developers quoted costing and any balance owing, shall be paid by the Client at the commencement of the project unless by prior arrangement with the Developer.
Invoices for complete website builds are issued at the time of the acceptance of the contracted quote – prior to any work being started.
All invoices for website alterations must be paid in full within 7 days of the invoice date and the Developer will carry out work only where an invoice has been paid by the Client for the work, unless otherwise agreed at Developers discretion. Invoices will be issued at the time of the Client’s acceptance of the quotation provided by the Developer which will be valid for 7 days and subject to change after this period ends.
All invoices for urgent repairs must be paid in full within 7 days of the invoice date and the Developer will issue the invoice at the completion of the required works, at the Developers discretion. Quotations will not usually be provided for urgent repairs or works where the Developer is required to investigate problems arising that are not the fault of the Developer and are out of the Developers control. These jobs may take varying timeframes to diagnose and repair and the Client authorises the Developer to act responsibly to repair the site as quickly as possible.
Additional work requested by the Client which is not specified in the initial agreed quotation is subject to a separate quotation and the Developer reserves the right whether to quote or accept additional work. If additional work is accepted by the Developer, this may affect the timeframe and overall delivery times of the project.
Once an invoice is sent to the Client it must either be paid either by bank transfer or paid online by credit card via Paypal’s secure online payment facility.
The Developer reserves the right to decline further work on a project if there are invoices outstanding with the Client.
The Client may request that the Developer cancel a project in writing by to the Developer and the project is cancelled only if the Developer confirms work has not been started on the project. If the Developer has begun or completed the work and the Client no longer requires the files but have agreed to the work, they are still obliged to pay the Developer for the work that has been carried out.
If a Client chooses to terminate a contract after the deposit has been paid, but prior to the completion of the contract, the Developer may agree (at their discretion) to absolve the Client of the remaining balance, if the Developer feels that they have not completed half of the work required. However if the work undertaken has exceeded half of the work required, then the Client will be required to pay the balance owing at the time of the cancellation of the contract.
If the Client cancels or terminates their contract with the Developer at any time, they forfeit any remaining work owing, or costs paid and they render any such outstanding fees for such work null and void.
All invoices are submitted by email except where required otherwise by regulations or agreed at Developer’s discretion.
The Developer reserves the right to remove it’s work for the Client from the Internet if payments are not received.
9.LIABILITY AND WARRANTY DISCLAIMER
The Developer provides their web site and the contents thereof on an “as is” basis and makes no warranties with regard to the site and its contents, or fitness of services offered for a particular purpose. The Developer cannot guarantee the functionality or operations of any web site or that it will be uninterrupted or error free, nor does it warrant that the contents are current, accurate or complete.
The Client agrees the Developer is not liable for any bugs, performance issues or failure of any provided software systems, as these are provided by 3rd party companies on an as-is basis. Any bugs, performance issues or failure with the software will be directed directly to those companies.
The Developer endeavours to provide a web site within given delivery timescales to the best of its ability. However, the Client agrees that the Developer is not liable for any claims, losses, costs incurred or compensation due to any failure to carry out services within a given delivery timescale.
The Client agrees the Developer is not liable for absence of service as a result of illness or holiday.
The Client agrees the Developer is not liable for any failure to carry out services for reasons beyond its control including but not limited to acts of God, telecommunication problems, software failure, hardware failure, third party interference, Government, emergency on major scale or any social disturbance of extreme nature such as industrial strike, riot, terrorism and war or any act or omission of any third party services.
The Developer is not liable for any consequences or financial losses such as, but not limited to, loss of business, profit, revenue, contract, data or potential savings, relating to services provided.
On the handover of files from the Developer to the Client, the Client shall assume the entire responsibility in ensuring that all files are functioning correctly before use.
Whilst every effort is made to make sure files are error free, the Developer cannot guarantee that the display or functionality of the web design or the web site will be uninterrupted or error free. If after handover of files errors are found in code the Developer has created and the main browsers, Chrome, Internet Explorer and Mozilla Firefox, domain name setup and hosting setup are the same as when work began, then the Developer can correct these errors for the Client at its own discretion.
If after handover of files errors are found in code the Developer has created and the main browsers, Chrome, Internet Explorer and Mozilla Firefox have released an updated software version, or the domain name setup or hosting setup has been changed, Developer can correct errors for the Client and reserves the right to quote separately for any additional work needed as a result of changes to the browser software, domain name setup or hosting setup.
Should the Client go into compulsory or involuntary liquidation or cannot pay its debts in the normal course of business, the Developer reserves the right to cancel forthwith any projects and invoice the Client for any work completed.
The Developer shall have no liability to the Client or any third parties for any damages, including but not limited to, claims, losses, lost profits, lost savings, or other incidental, consequential, or special damages arising out of the operation of or inability to operate these web pages or web site, even if the Developer has been advised of the possibility of such damages.
There are sometimes laws and taxes which affect Internet ecommerce. The Client agrees that it is their responsibility to comply with such laws and will hold harmless, protect, and defend the Developer and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of Internet eCommerce.
The Developer may from time to time recommend to the Client that updates are needed to their site to comply with, including but not limited to, new legislations, software releases and web standards. The Developer reserves the right to quote for any updates as separate work. The Client agrees the Developer is not liable for any failure to inform or implement these updates to their site. The Client agrees that it shall defend, indemnify, save and hold the Developer harmless from any and all demands, liabilities, costs, losses and claims arising from omission to inform or implement these updates.
The Client agrees to use all Developer services and facilities at their own risk and agree to defend, indemnify, save and hold the Developer harmless from any and all demands, liabilities, costs, losses and claims including but not limited to attorney’s fees against the Developer or it’s associates that may arise directly or indirectly from any service provided or agreed to be provided or any product or service sold by the Client or its third parties. The Client agrees this indemnification extends to all aspects of the project, including but not limited to web site content and choice of domain name.
The Client also agrees to defend, indemnify and hold harmless the Developer against any liabilities arising out of injury to person or property caused by any service provided or agreed to be provided or any product or service sold by the Client or third parties, including but not limited to, infringement of copyright, infringement of proprietary rights, misinformation, delivery of defective products or services which is harmful to any person, business, company or organisation.
The Developer and any third party associates agrees that, except if directed by the Client, it will not at any time during or after the term of this agreement disclose any confidential information. Likewise, the Client agrees that it will not convey any confidential information about the Developer to another party.
In projects the Developer and any third party associates shall use information provided by a Client in relation to this agreement in accordance with the Privacy Act and also for the following purposes 1) to identify the Client in communications with them 2) to contact the Client from time to time to offer them services or products which may be of interest to or benefit the Client.
The Developer reserves the right to terminate a project with a Client at any time without prior notification if it finds the Client in breach of these terms and conditions. The Developer shall be the sole arbiter in deciding what constitutes a breach. No refunds are given in such a situation.
This agreement shall be governed by the laws of New Zealand which shall claim venue and jurisdiction for any legal motion or claim arising from this agreement. This agreement is void where prohibited by law.
Where one or more terms of this contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable at law.
Any and all matters pursuant to this agreement are governed by New Zealand Law and are under exclusive jurisdiction of the New Zealand Courts.
The Developer reserves the right to alter these Terms and Conditions at any time without prior notice, the latest terms and conditions can be found at the Developers web site at http://www.c1webdesigns.com with a date of last update.
By accepting a quotation or making a payment of an invoice to use the services supplied, the Client acknowledges to have read, understand, and accept the Terms and Conditions of this Agreement, and agrees to be legally bound by these Terms and Conditions.