Webz Development Limited Terms and Conditions
Upon engagement of our services and use of the software that powers your website, you confirm that you are in agreement with and bound by Webz Development Limited's (Webz) terms and conditions below.
Our Commitment to Our Customers
In providing our services to you, we will:
- provide our services with care and skill and to the best of our ability
- provide our services within a reasonable time period or in accordance with any agreements we have with you
- ensure to the best of our ability that our services do everything we say they will do
- do our very best to provide our services but we cannot guarantee that the service will be continuous or fault free
- restore any interrupted or faulty service as soon as we reasonably can
Our Customers Responsibilities
In subscribing to our services, you agree to:
- make sure all information you provide is accurate, complete and supplied in a timely manner
- take responsibility to ensure all website content is accurate, included content entered by Webz
- follow all our policies and any instructions regarding the use of the software
- use our products or services (including any third party products & services) in a responsible way
- never introduce any harmful material (i.e. viruses) nor gain access to, or interfere in any way with our, or anyone else's computer system, website or computer service
- to hold backups of any provided data, media, images or content, etc. hosted on their website
- comply with all appropriate New Zealand laws including but not limited to The Privacy Act 1993, The Fair Trading Act 1986, The Copyright Act 1994, The Defamation Act 1992 and any relevant advertising codes of practice and any acts or codes that succeed them
- make sure that everyone else who uses the products or services we supply to you also meets these responsibilities
In compliance with the Copyright Act 1994, you acknowledge that copying text, pictures or other media is strictly prohibited unless:
- You own the copyright
- The owner grants a valid licence
- Legal counsel can provide a reasonable assurance that the copying is 'fair use' of the work; or
- Legal counsel agrees that the work is in the public domain
Terms of Service
Webz Development Limited is hereinafter referred to as “Webz”
1.1 “Confidential information”
(a) Refers to all information belonging to any Party or licensed to any Party in whatever form that may exist from time to time, whether it is recorded in any format or media, written or oral;
(b) includes (but is not restricted to) the following classes of information: ideas, concepts, formats, graphics, specifications; business, financial and strategic plans or studies; market and customer information; documentation, drawings, products and service information; trade secrets, trade names, computer software or electronic hardware; intellectual property of any type or description; correspondence, file notes, analysis, communications, compilations, studies or other work product arising from any exchange of information between the Parties;
(c) includes (but is not restricted to) any information which is within or may come to Webz’s knowledge concerning the organization , methods, business or finances of the Client, the administration and operation and similar information concerning the Client;
(d) may be confidential regardless of whether it is specifically identified by a Party as being confidential when it is disclosed to any other Party;
(e) includes all of the above information which a Party has disclosed to any other Party before the commencement of this Project or Services or during the Term of this Project or Services and information disclosed to employees, associates, advisors or anyone else acting for any other Party;
(f) includes created/new materials
but does not include information which, at the time of its disclosure by one Party to another Party is:
(g) publicly available information, being information which is contained in a publicly available publication such as a magazine, book, newspaper or other publication which is or will be generally available to members of the public, including a public registry or the internet;
(h) information that a Party has received in good faith from a third party who acted legally in obtaining or disclosing it
(i) information that a Party can prove it knew before such information was disclosed to it.
1.2 “Created/New Materials” means anything created by either Party, whether alone or in conjunction with any associate, whether tangible (such as documents, data, drawings, graphics, flow diagrams, software programs or routines or specifications) or intangible (such as ideas, know-how, designs, inventions, discoveries, techniques, formulae, processes, methods or trade secrets) and with whatever format.
1.3 “Initial Subscription Period” is the preliminary twelve month Subscription Period from when the Client commences use of the web software for website hosting and services.
1.4 “Initial Project” means the Project for which Webz provided the first quotation for a Project.
1.5 “Services” includes all Projects, technical support, website hosting, software development, provision of web software, website maintenance, website upgrades, web solutions, advice and management.
1.6 “Licence” is the Licence to use the software which Webz has an exclusive licence to provide.
1.7 “Project” includes website design, website development, web solutions, software development.
1.8 “Project stages” are discrete components or elements of a Project
1.9 “Subscription Period” means the period of time for which the use of web software is granted.
2. Licence Agreement
2.1 Webz has an exclusive licence to provide the software that powers Client's websites. This software is used for the creation and/or conversion of an existing website over to Webz' preferred development framework.
2.2 On completion of a Project the Client agrees to enter into an agreement with Webz for the use of that software.
2.3 The Client expressly understands that the Subscription is the fee payable for the service Webz delivers in provision of the software. Upon payment of the Subscription Webz provides its Clients with the necessary services to use that software for the subscribed period.
2.4 The Initial Subscription Period is for twelve months, unless otherwise agreed in writing (where a website is required for a lesser term).
2.5 After the Initial Subscription Period the minimum Subscription Period is one calendar month.
2.6 Webz' payment terms for Subscriptions are as follows:
2.6.1 Subscriptions are payable in advance.
2.6.2 Invoices for the renewal of Subscriptions will be issued annually, payable 10 working days after the date of invoice.
2.6.3 The Client may elect to pay the Subscription monthly in advance. Invoices for monthly subscriptions will be issued each calendar month, payable 10 working days after the date of invoice.
2.7 Cancellation of a Subscription by the Client:
2.7.1 Cancellation of a Subscription is only valid if made in writing.
2.7.2 After the expiration of the 12 month minimum subscription period, cancellation of a Subscription requires one month’s written notice.
2.7.3 The Client will be liable for any fees and costs incurred up until the end of the Subscription Period.
2.7.4 Cancellation notice will not be effective until received by Webz. Notice of cancellation may be sent to the Company at its registered address or by email to the company email address.
3.1 On the acceptance of a Quotation from Webz, both Webz and the Client are bound by these Terms and Conditions and any other specified terms and/or conditions in the written quotation including but not limited to any timeframes, deliverables and payment terms.
3.2 Acceptance of a quotation must be in writing. Quotations will be valid only until the date specified on the quotation or, in the absence of a specified date, the quotation will be valid for one month from date of issue. Webz, at their discretion, may still keep a Quotation offer open after this date.
3.3 Upon receiving notification in writing of acceptance of the quotation, Webz will provide the Client with schedule of Project stages and a timeframe for completion of Project stages. The Project stages will include the timeframes and dates by which Webz will require the Client to deliver content to Webz.
3.4 Webz cannot be held responsible or penalised for any delays due to the Client’s failure to fulfil their obligations, and in particular when the Client fails to deliver content in accordance with provided timeframes.
3.5 Where no detailed requirements have been specified for website or component functionality, Webz will implement functionality in accordance with its usual processes to ensure the functionality meets Webz development standards.
3.6 Where the work required of Webz significantly exceeds the time allowed in an estimate or quotation, we reserve the right to re-quote.
3.7 No guarantee shall be given or implied that the quotation for Services provided by Webz are suitable for specific market requirements unless those requirements are documented and form part of the original quotation
3.8 All quotations are in New Zealand dollars and exclude GST unless otherwise specified.
3.9 Webz retains the right to withdraw from the Initial Project at any time prior to acceptance of the quotation by the Client.
3.10 Webz require that Clients provide a link back to www.webz.co.nz on the Client website as well as links accrediting Webz for web design and web development as applicable.
4.1 “Variation” includes any additional development work associated with a Project or alterations to existing Projects.
4.2 Any variations to the Initial Project will be at additional cost. Webz will provide a quotation for any proposed variations if requested.
4.3 Any requests for variations to Projects must be made in writing. Webz retains the right to provide a new quotation to encompass any variations made to the Initial Project.
5.1 All payments must be paid in compliance with Webz payment terms.
5.2 All renewable services (including domain names, hosting & subscription fees etc) must be paid annually in advance unless otherwise agreed.
5.3 Invoices are issued at the beginning of each week for work carried out the previous week and our usual payment terms require that payment is made 10 working days after the date of invoice (unless otherwise agreed).
5.4 Payments are payable on invoice as no statements are issued (unless by request).
5.5 Subscriptions must be kept up to date for access to the website administration and access will be suspended where payment falls behind.
5.6 Webz payment terms of other services are as follows:
5.6.1 All prices exclude GST.
5.6.2 A 'Quickfix' charge of $25 + GST applies for any updates or support which takes less than 10 minutes.
5.7 Request for support or services from Webz that does not exceed $500 will be performed without a quote and will be billed in the next billing cycle on a time and materials basis. Should any work exceed $250, Webz will provide a quote and require approval before carrying out the work.
5.7 A deposit of 20% or 50% (depending on the size of the project) of the quoted amount is payable on acceptance of the quotation by the Client. Projects are prioritised in accordance with payment of the deposit to secure the clients commitment to the project.
5.8 For new projects, invoices will be issued:
(a) upon completion of each project stage and statements will be issued at the end of each calendar month.
(b) where a project spans more than one calendar month, work and services incurred to date will be invoiced on the last day of each month.
5.9 Any items beyond the quoted scope will be charged at Webz’s standard rate for services (see pricelist table) and are calculated on a time and materials basis.
5.10 All invoices must be paid in full prior to websites being launched live to the internet. Clients are given the opportunity to view and test their website in a test environment prior to the final payment being made. Login access to the website administration will be provided following launch.
5.11 Invoices paid directly into our bank account on or before the due date will entitle clients to a 20% discount on your next spend with Webz*. *Excludes renewable services & work already booked and must be redeemed within 60 days of the email notification.
5.12 Where payment is overdue, all services including new projects may be suspended or cancelled.
5.13Payments which remain outstanding after 30 days following the due date may result in restrictions in accessing your website including suspension of the website, unless otherwise agreed. Reconnection following suspension of a website will incur a reconnection fee of $50 + GST.
5.14 Webz may charge interest on invoices more than 30 days overdue. Interest will be charged at 10% per annum, calculated daily.
5.15 Payments which remain unpaid for 60 days following the due date will incur a 20% late fee, unless prior arrangement has been made and agreed by both parties.
5.16 All costs incurred to recover payment of overdue invoices will be charged to the Client. If the Client’s debt is passed onto a third party the Client is responsible for payment of all costs associated with such debt recovery.
6.1 Cancellation of a Project or Services by the Client:
6.1.1 Cancellation of any Projects or Services being provided by Webz is only valid if made in writing.
6.1.2 The cancellation notice will not be effective until received by Webz.
6.1.3 The Client will be liable for any fees and costs incurred up until the date of cancellation.
6.1.4 Notice of cancellation may be sent to the Company at its registered office or by email.
6.2 Cancellation of Projects or Services by Webz:
6.2.1 Webz may cancel Projects or Services immediately and without notice if:
(a) The Client is in breach of any laws of New Zealand applicable to Projects or Services, including but not limited to:
(i) Copyright Act 1994
(ii) Privacy Act 1993
(iii) Defamation Act 1992
(b) The Client posts on their website objectionable material that would otherwise be restricted or banned in New Zealand.
6.3 Webz may cancel Projects or Services upon one week’s written notice if:
(a) the Client has failed to pay outstanding invoices (clause 5.12)
(b) the Client has gone into voluntary or compulsory liquidation or cannot pay its debts in the ordinary course of business.
(c) Webz has reasonable grounds to believe that continuation of the relationship may lead to a dispute or other detriment to either party.
6.4 In the event of a cancellation of Services by Webz the Client is liable for all fees and costs to the date of cancellation including any fees and costs related to the cancellation of Services.
7. Suspension of Services
7.1 Suspension of a Project or Services by the Client:
7.1.1 Any request to suspend Services must be in writing and sent to the Company at its registered office or emailed to the company email address.
7.1.2 Should the Client request a suspension of Services the Client will be liable for all outstanding amounts owed and any fees and costs incurred up until the date of suspension.
7.1.3 Any request to suspend Services will not be effective until received by Webz.
7.2 Webz may suspend Projects or Services with one week written notice if:
7.2.1 the Client has failed to pay outstanding invoices
7.2.2 the Client has failed to provide Webz with content in accordance with agreed timeframes where delay impinges on completion of the project*.
7.2.3 a complaint is made to Webz alleging a website contains content which is alleged to be defamatory, infringing or contains troublesome material including but not limited to an infringement of copyright laws. In this circumstance, Webz will notify the Client immediately and requires the Client to either:
(a) provide written assurances that the Client is the legal owner of the material
(b) provide proof that the owner has granted a valid licence
(c) provide a reasonable assurance that the copying is 'fair use' of the work (in written form by legal counsel)
(d) provide assurances (in written form by legal counsel) that the work is in the public domain
(e) provide evidence to disprove the allegation to the satisfaction of Webz
18.104.22.168 Where the Client is unable to provide assurances to Webz' satisfaction, the Client must remove the offending content within one week's written notice or face suspension of services until the matter is resolved.
7.3 In the event of a suspension of Services by Webz the Client is liable for all outstanding fees and costs to the date of suspension and any fees and costs related to the suspension of Services.
*This does not apply for websites with content management where clients can choose to add their content following completion of the Initial Project.
8.1 In the unlikely event that Webz chooses to cease operation (with the exception of the sale of the business), Webz have processes in place to ensure ongoing use of Clients websites. In this circumstance, Webz will ensure that a suitable web service provider is able to provide the necessary web services to ensure the continuity and support of Client websites.
8.2 Web software is hosted on dedicated servers on the cloud and will be managed exclusively by Webz' preferred partners to ensure rapid speeds, reliable and secure services, and to protect all Intellectual Property including software and processes.
9. Limitations of Liability
9.1 The Client agrees that the use of any Webz' Services is at their own risk.
9.2 Webz shall not be liable for damages resulting from loss of data, use of the Webz site or any Webz Services, or for any incidental, indirect, punitive, or consequential damages including but not limited to loss of profits or loss of savings in connection with this agreement or in connection with any Services provided hereunder.
9.3 Webz shall not be liable for any indirect or consequential loss, or for any incidental, indirect, punitive, or consequential damages including but not limited to loss of profits or loss of savings in connection with any Services provided hereunder by a Client arising from third party (including customers of the Client) claims occasioned by errors in carrying out the work or by delay in delivery or by failure of provided Services.
9.4 Webz shall not be liable for any frustration of contract arising from unforeseen circumstances including but not limited to industrial disputes, accidents, Acts of God, fire, flood, earthquake, explosion, or the laws rules, regulations or offers of any duly constituted governmental authority, equipment failure or other causes beyond Webz’s control.
9.5 No guarantee shall be given or implied that the Services provided by Webz are suitable for specific market requirements unless those requirements are documented and form part of the original quotation.
9.6 Whilst every reasonable effort is made to ensure that Projects and Services are error free, Webz cannot guarantee the functionality or operations of the Client website or guarantee that it will be uninterrupted or error free.
9.7 Webz supports technologies current at the time of development. Webz accept no responsibility if due to technology changes a project or service is no longer accessible.
9.8 The Client agrees that any claim that arises must be brought to the attention of Webz in writing and within 12 months of the issue arising. No claim can be brought against Webz more than 12 months after the time that issue arose.
- Given that web browsers vary, we ensure we build websites as close as possible to the agreed design.
- We test and ensure functionality in: Internet Explorer, Firefox, Chrome & Safari for the version current at the time of development. Ensure you have the latest browser for the best online experience.
- We no longer develop website themes for Internet Explorer 6.0 (unless otherwise agreed) as it is unsupported by Microsoft and not compliant with web standards and modern technologies.
- Where requested, for Internet Explorer 6.0, we can ensure that the design is similar to modern browsers and that all content is readable, however this can incur extra costs. On request, we are also able to provide an “Upgrade Browser” alert message if Internet Explorer 6.0 is detected.
- Users will require IE9 or above to use our software administration. The reason for this is that older versions have many and therefore will not function correctly.
10.1 Due to the public nature of the Internet, all material submitted by the Client for publication will be considered publicly accessible. Webz does not screen in advance Client material submitted for publication. Clients remain the sole owners of all content and images (including logos) supplied to (or purchased from) Webz. Webz’s publication of material submitted by a Client does not create any express or implied approval by Webz of such material, nor does it indicate that such material complies with the terms of this agreement.
10.2 The Client agrees to defend, indemnify and hold Webz harmless from and against any and all claims, losses, liabilities and expenses related to or arising from Services provided to the Client under this agreement including but not limited to claims made by third parties (including customers of the Client) related to any false advertising claims, liability claims for products or Services sold by the Client, claims for patent, copyright or trademark infringement, claims due to disruption or malfunction of Services provided hereunder, or for any content submitted by the Client for publication by Webz.
10.3 If, despite the other provisions of this agreement, Webz is found to be liable to the Client then the liability for any single event or series of related events is limited to cumulative liability not exceeding one hundred New Zealand dollars (NZ$100.00).
11.1 In accordance with the Privacy Act 1993 Webz will not use or disclose to a third party any Client contact details or other confidential or proprietary information unless by express prior agreement of the Client in writing.
11.2 The Client must not disclose any confidential information pertaining to Webz to a third party without the express written consent of Webz.
12. Intellectual Property
12.1 The Client acknowledges that Webz is the provider of certain processes, inventions, data, knowhow, software and material as well as the Intellectual Property Rights therein which have been created prior to the commencement of Projects or Services or created after the commencement of the Service or Project and which may be made available by Webz to the Client in connection with this Service or Project.
12.2 The Client acknowledges that the Created/New Materials are the exclusive property of Webz' supplier of software and other Intellectual Property and will vest in Webz as soon as such Created/New Materials come into existence. The client will have no rights in or to any Created/New Materials, except to the extent that the Client requires the use of the Created/New Materials as part of the Project or Services.
12.2 The parties acknowledge that Webz may accept Projects from other Clients to develop websites with the same or similar functionality and that Webz may replicate and utilise all techniques, structures, designs and individual modules of program code used in the Client’s Project.
12.3 Webz reserve the right to showcase websites designed and/or developed by them in their portfolio of works. Where an external designer has been engaged, Webz will accredit the design (or other aspects) to the appropriate party.
13.1 If at any time in the view of either party to this Agreement there shall be a fundamental disagreement or dispute (“Dispute”) between them as to a major matter affecting their relationship pursuant to this agreement then
13.1.1 That party claiming the dispute has arisen is to give written notice to the other party to the dispute specifying the nature of the dispute in reasonable detail
13.1.2. Upon receipt of that notice, the parties are to use all reasonable endeavours to negotiate in good faith a resolution to the Dispute using informal dispute resolution techniques such as mediation, expert appraisal or determination or similar techniques agreed by them
13.1.3 If the parties fail to resolve the Dispute within 30 days (or any longer period agreed by each Party to the Dispute in writing)
i) The parties must refer the dispute to the Disputes Tribunal in accordance with the procedures of the Disputes Tribunal
ii) The matter is to be referred to the Disputes Tribunal in Wellington.
13.2 Webz and the Client agree that they will be bound by the decision of the Disputes Tribunal.
14. Applicable Law
14.1 The agreement shall be governed by and construed and interpreted in accordance with the law in force for the time being in New Zealand.
14.2 The parties hereby irrevocably submit to the exclusive jurisdiction of the Courts of New Zealand for any matter arising under or touching this agreement.
15. Alterations to Terms and Conditions
15.1 Webz reserves the right to alter or amend these Terms and Conditions at any time and without prior notice. Webz will ensure their current terms & conditions are publicly accessible at www.webz.co.nz/terms.
16. Google Adwords Disclosure Notice
16.1 Where Webz are engaged to provide online marketing services, the disclosure notice applies.
Webz provides users with a great place to easily manage content, search and shop for range of products online. Maintaining the privacy of our visitors is our company's priority.
Webz gathers site usages information from our site visitors. Such information is used in the aggregate, to help determine general usage patterns and improve layout in order to ensure that our sites are as useful and proficient as possible. This site usage and statistical information may be made public information at Webz discretion.
We, from time to time, may wish to contact customers regarding community news or to make promotional offers. However such communications will only be delivered to users who have previously consented.
Webz service and its affiliate sites are accessible worldwide to anyone with internet access. The use of our services and sites are subject to the terms and conditions of this User Agreement and Copyright Notice and all applicable laws and regulations including but not limited to the laws and regulations governing trademark and copyright. By using our services, you accept, without limitation or qualification, all the terms and conditions in these Terms and Conditions. Webz and its affiliates reserve the right to change these terms and conditions at any time. You'll be notified of these changes on our website. By using our services and sites, you've agreed in advance to accept any changes.
The materials used and displayed on our services and sites, including but not limited to text, software, graphics, photographs, video, music and sound, illusions and artwork, and trademarks and service marks, names and logos are the property of Webz and its affiliates or licensors are protected by trademark, copyright and other laws. You agree not to reproduce, modify, distribute, disseminate, publish, broadcast, sell, retransmit, or circulate any such material without the written consent and permission of Webz or the appropriate affiliate.
Webz services and sites contain information, facts, and opinions from various persons and organizations. Our service and sites are provided on an as is basis without warranties of any kind, either expressed or implied, including but not limited to warranties of title or implied warranties of merchantability or fitness for a particular purpose, other than those warranties which are imposed by and incapable of exclusion, restriction or modification under the laws applicable to this agreement. Neither Webz nor its affiliates endorse or are responsible for the accuracy for reliability of any opinion, advice or statement on our services and sites.
You agree not to post or transmit any unlawful, harmful, threatening, abusive, harassing, defamatory, profane, obscene, vulgar, hateful, racially, ethnically or otherwise, including, but not limited to, any material which encourages conduct that would constitute a criminal offense, violate the rights of others, or otherwise violate any applicable local state, federal and international law. You will be responsible for, and indemnify and hold harmless Webz, its subsidiaries, divisions, affiliates, agents and representatives against any claim arising from any material that you post or transmit. Although Webz and its affiliates may from time to time monitor or review user postings, transmissions and other user and member generated pages on our sites neither Webz nor its affiliates is under any obligation to do so. You agree and acknowledge that Webz and its affiliates do not control the information available on our sites but are those of their authors who are solely liable for their content. Also Webz and its affiliates reserve the right in their sole discretion to edit, refuse or remove any material submitted to our sites.
Your use of our services and sites is solely at your own risk. Neither Webz nor any of its subsidiaries, divisions, affiliates agents, representatives or licensors shall be liable to you or anyone else for any loss or injury or any direct, indirect, incidental, consequential, punitive, special or similar damages arising out of your access or use of, or similar damages arising out of your access or use of or inability to access or use our services and sites or arising out of any information available on our services or sites. You hereby waive any and all claims against Webz or any of its subsidiaries, divisions, affiliates, agents, representatives and licensors arising out of your use of our services and sites and the information available thereon.
Any material or communication you post or transmit to our services and sites is, and will be treated as, non-confidential and non-proprietary. You will be responsible for anything you post or transmit and you grant Webz and its affiliates the right to edit, punish, copy and distribute information or content you post or transmit for any purpose.
Webz and its affiliates do not review or monitor any websites linked to our services and sites and are not responsible for the content of any such linked websites. Should any breach of this user agreement be brought to our attention, Webz reserves the right to suspend the service indefinitely. Your linking to such websites is at your own risk.
Childrens Privacy (users under the age of 13)
In response to issues concerning protecting children's privacy online, the Childrens Online Policy Protection Act of 1988, and all related NZ legislation, which sets forth rules and procedures governing the way in which websites may collect, use and disclose personal information for children under the age of 13. With respect to Webz policy and COPPA regulations, we do not
- a. Knowingly share or use personal demographic information online or offline from users under 13 years of age.
- b. Knowingly request or collect personally identifiable online or offline contact information from users under 13 years of age with third parties.
DISCLOSURE: Webz reserves the right to access and disclose demographic information of our customers to comply with applicable laws and lawful government requests, to operate its systems properly or to protect itself or its users. As mentioned above, we reserve the right to share aggregated site usage information with third parties.
Security And Forms
Webz has secure, encrypted order forms in place for site customers including webmaster site submission services. Customers are required to provide contact information such as name, physical, and email address as well as financial information, such as credit card holders, numbers, and expiration dates. All such information is used solely to make contact with customers when it is absolutely necessary to do so with reference to their order. Our company will not sell or trade customer data to or with any other companies or persons without, first of all, getting the approval from such customers. In fact, individually identifiable information will not be released to third parties without that individual's prior consent.
Webz cannot be held responsible or penalised for any content that is displayed on its website, including any links to 3rd party websites or content.
Last Updated: 31/07/2015