Devine Websites Terms of Trade
Version 1.3 - Dated 11 August 2017
Devine Websites reserves the right to modify these terms of trade at any time.
Devine Websites is a trading name for Devine Enterprises Limited.
If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired. These terms and conditions and any contract to which they apply shall be governed by the laws of New Zealand and are subject to the jurisdiction of the courts of New Zealand.
Quotes, Estimates, Specifications & Client's Instructions
Any quotes, estimates and specifications shall be deemed to interpret the client’s written instructions. Clients are accordingly advised to exercise due care and attention when checking estimates or specifications before work proceeds.
All quotes, estimates and specifications shall be based on written and/or graphical specifications supplied by the client or developed by Devine Websites in conjunction with the client. Any variation to these specifications may result in additional charges.
Any quote, estimate or specification shall lapse unless accepted or further consultation is pursued within 30 days from the day given unless otherwise agreed before with the Director of Devine Enterprises Limited.
Work will be developed using the ‘latest’ version of a specification or estimate that has been signed off by the client.
Devine Websites shall not be held liable for errors and omissions arising from an oversight or a misinterpretation of a client's verbal instructions.
Devine Websites reserves the right to review and/or alter pricing for services at any time.
All invoices & statements will be emailed to the client
Any contesting of invoices must be made within 7 days from the invoice date.
Devine Websites offers the following payment options:
- 100% up front payment
- 50% payment on commencement of contract and final 50% payment upon completion
- For long running projects a 50% payment on commencement of contract, monthly progress payments and final payment upon completion
Payment within 10 days of receipt of invoice is expected unless otherwise previously agreed. All invoices and statements are emailed only - the client bears the responsibility to regularly check their email.
Annual hosting, domain renewal, SSL Certificate renewal or other renewal invoices will be sent out within four weeks of the due date and with payment due before the expiry date of the product or service to protect your domain name and ensure the uninterrupted operation of any web site, email or other services.
4 weekly hosting contracts must be paid in advance by an automatic payment or direct credit to Devine Websites nominated New Zealand bank account.
Non Payment or Late Payments
Accounts not paid on time will incur a $20 + GST administration fee and interest on the balance outstanding after the due date, at a rate of 2.5% per calendar month or part thereof compounded from due date to date of actual payment.
Domain renewals not paid before the domain expiry date may also incur a fee, of $50 + GST, to re-activate the domain.
If an account reaches 60 days from the time of its receipt, 15% fee of the total monies owing at 60 days will be incurred for administration charges.
If a client's debt is passed onto a third party, the client will incur ALL associated costs, including debt collection process cancellation fees if incurred.
Suspension of Services
At any time if a clients account is overdue Devine Websites reserve the right to suspend all services (DNS, website, email, FTP etc).
A reconnection fee of up to $120+GST will apply, and must be paid up front along with all outstanding amounts prior to the services being reconnected.
Devine Websites Work
Sketches, beta-copies, drafts, designs and other work submitted by Devine Websites on a speculative basis shall remain the property of Devine Websites. No use of such work or any idea obtained from such work shall be used without the express written agreement from Devine Websites.
On receipt of full payment all work commissioned by a client belongs to the client unless otherwise stipulated. Ownership for this document is defined as the unlimited use of a product or service or as outlined by any licensing agreements between Devine Websites and the client. All graphics, sounds, animations, digital video commissioned by the client shall be their Intellectual Property once completed and fully paid for by the client.
Any coding, programming, customisation's to existing products and the like developed for the client by Devine Websites, remain the intellectual property of Devine Websites and therefore cannot be sold, modified, edited or adapted in any way unless written confirmation has been received by the client from the Director of Devine Enterprises Limited.
Devine Websites Responsibilities To Clients
We will use our best endeavours to provide you with prompt, courteous service.
We will inform you of the processes required in order to complete your work.
We will supply you the goods, services and information you request or we will explain why we cannot meet the request.
We will keep you informed about the progress of your work.
Clients Responsibilities To Devine Websites
Clients must provide us with a clear brief or with clear instructions at the beginning of a job and must complete and return Project Agreements promptly.
You as a client also warrant that any material supplied to Devine Websites for inclusion in your website does not infringe upon the intellectual property rights of a third party, and you further agree to ensure that the information you provide meets the legal requirements of the Fair Trading Act 1986, the Copyright Act 1994, the Defamation Act 1992, all other applicable laws and any relevant Advertising Codes of Practice. You also agree to indemnify Devine Websites against any claim that may results from the inclusion of such materials in your website.
Clients must supply photography, image files and any other artwork and copy within the agreed timeframe's.
Where clients have failed to provide material or instruction necessary to advance a project or part of a project within a satisfactory time frame, Devine Websites may adjust any "agreed to" time frames for delivery of its obligations under the contract as it sees fit, cease working on the project until such time as the required instruction is provided by you, or Devine Websites may give you notice that the project is to be terminated.
Client's Property & Storage
Unless otherwise agreed in writing the client shall have no right or title to material stored by Devine Websites on any other digital storage media unless an agreement has been formalised in writing to the client by the Director of Devine Enterprises Limited. If Devine Websites agrees to duplicate or transfer stored digital material on any other form of digital storage media to the client, Devine Websites has the right to charge for that service. Any form of digital storage supplied by the client to Devine Websites shall remain the property of the client. Unless otherwise instructed in writing, Devine Websites shall assume that these are copies of the original.
Client's property and all property supplied to Devine Websites by or on behalf of, the client shall be held at the client's risk. Every care will be taken to secure goods where the client supplies the materials or equipment.
If any change or correction is necessary in order to supply properly finished work, the additional work shall be at the client's expense. Devine Websites shall not be held to accept responsibility for sub-standard work caused by defects or unsuitability of materials or equipment that has been supplied by the client.
Devine Websites will attempt to guide and consult the client at all times.
Material and equipment in this document refers to physical or digital information in any format, and any other items or assets, for example hardware, digital cameras, printers etc.
Holding Development to Client's Instructions
Authoring, development or design work of any kind held awaiting a client's instructions shall be considered a breach of contract after 10 days that the client fails to advise Devine Websites in writing. Devine Websites may at any time after a period of ten days after instruction to hold work, without any prior notice demand payment for any monies owing to cover work already carried out and/or materials used in that work.
Suspended Work on Client’s Instructions
The suspension of any work on the client's request will entitle Devine Websites to payment in full for all work and/or services in progress at the time of suspension and for any work already completed that has monies outstanding. Devine Websites may refuse the quotation for the uncompleted portion of the contract before proceeding if work is suspended for more than 30 days.
Cancellation of Services or Development
Orders or services shall not be cancelled except upon the terms, which compensate Devine Websites for all expenses incurred and otherwise protect Devine Websites against loss.
Devine Websites prefer one month written notice for termination of all or any services provided to the client.
Disconnection and Removal of Material from Internet Server
Devine Websites reserves the right at all times to remove without notice an individual client’s material from its Internet Server due to material, which is of an illegal and/or libelous nature.
Devine Websites reserves the right at all times to remove without notice an individual clients material from its Internet Server for failure to pay fees owed in accordance with Devine Websites payment terms above.
Copyright, Intellectual Property and Confidentiality
All graphics, sounds, animations, digital video commissioned by the client shall be their Intellectual Property once completed and paid for by the client.
Coding, programming, products, customisation's to existing products and the like developed for the client by Devine Websites, remain the intellectual property of Devine Websites and therefore cannot be sold, modified, edited or adapted in any way unless written confirmation has been received by the client from the Director of Devine Enterprises Limited.
Devine Websites undertakes to protect the clients interests of copyright in respect to logos, photos, videos, client’s own design work by the use of copyright notices at the header and/or footer.
Devine Websites reserves the right to display the Devine Websites name and website link will also be displayed at the bottom of every page within the site footer or copyright notice.
Devine Websites reserves the right to disclose to potential and existing clients of Devine Websites finished work of the client for marketing purposes unless otherwise specified to Devine Websites by the client in writing. Devine Websites agree to protect the client’s confidentiality and to ensure the client’s business is protected from competitive or otherwise influences when disclosing any material produced on behalf of or for the client to prospective or existing customers of Devine Websites.
Intellectual property of any form developed for the client by Devine Websites not excluding coding, graphics, sound, music, animation or text, may be purchased by the client from Devine Websites at anytime in order to secure sole and exclusive rights to this material providing on intention to secure right is made in writing prior to any fee being disclosed by Devine Websites to the client.
Claims for Remedy
Any complaint shall be made in writing within 21 days of receipt of goods or services in order to remedy faults or complaints.
Any disputes pertaining to invoices received after 21 days will be null and void.
Devine Websites shall not be responsible for any delay, default loss or damage due to any industrial disputes, accidents, Acts of God, equipment failure or mischievous damage or other causes beyond Devine Websites control.
Devine Websites shall not be liable for any indirect of consequential loss or for the loss to a client arising from third party claims occasioned by errors in carrying out the work or by delay in delivery or by failure in equipment.
Devine Websites only support technologies for browsers and computer settings that were current at the time of development. We accept no responsibility if technology changes and a product or service is no longer accessible.
Illegal or Libelous Matter
Devine Websites shall be indemnified by the client in respect to any claims, costs end/or expenses arising from any matter, which is illegal, libelous in matter or in breach of the Fair Trading Act 1986 or any other statute or any infringement of copyright, patent or design.
No guarantee shall be given or implied that the goods or services supplied to the client's instructions or designed by Devine Websites to those instructions are suitable for specific market requirements unless those are documented and/or from part of the original quotation.
Clients authorise Devine Websites to collect, retain and use any information about the client, for the purpose of assessing the client’s creditworthiness or marketing products and services to the client; and disclose information about the client, whether collected by Devine Websites from the client directly or obtained by Devine Websites from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the client.
Where the client is an individual the authorities under the previous clause are authorities or consents for the purposes of the Privacy Act 1993.
Clients shall have the right to request Devine Websites for a copy of the information about the client retained by Devine Websites and the right to request Devine Websites to correct any incorrect information about the client retained by Devine Websites.