1. Authorisation

The Client is engaging Web & Design Boutique, formerly known as IT-CST Design & Web, {trading as Web & Design Boutique}, which is located at: 12 Odin Place, Beach Haven, North Shore City, Auckland, New Zealand.

Web & Design Boutique is engaged as an independent contractor for the specific project of developing or upgrading a web site to be installed on Web & Design Boutique website hosting server or to be uploaded to a server of the Client’s choice. The Client hereby authorises Web & Design Boutique to set up this account if the Client will be hosting with Web & Design Boutique and this hosting account shall commence from the date this agreement is signed. The Client also authorises Web & Design Boutique to publicise the completed web site to Web search engines, as well as other Web directories and indexes.

2. Web Site Development/Re-Development

The nature of the content of the web pages as supplied by the Client is contained in the Design and Build section of this contract. The Design and Build details the number of pages and services provided. It is understood by the Client that the price listed as the Design Fee in this agreement is the full price to be charged for the website design build unless the project runs over and above the specifications covered in the design and build details listed below.

3. Free Support Period

This agreement includes minor web site maintenance to regular web pages over a 60 day period if the Client is hosting with Web & Design Boutique, including updating links and making minor changes to sentences or paragraphs. It does not include complete page reconstruction. If the Client or an agent other than Web & Design Boutique attempts updating the Client pages, time to repair the web site will be assessed at the current hourly support rate, and is not included as part of the updating time. The two-month maintenance period commences upon the date the web site goes live on the web. Changes requested by the Client beyond those limits will be billed at Web & Design Boutique’s standard service rates.

4. Website Maintenance

Website Maintenance is set in place to work automatically and includes up-time testing, updates and back-ups.
For additional services or requirements the current hourly support rate applies.

5. Completion Date

This Agreement assumes that all text will be provided by the Client by the due date as stated on the last page of this agreement, and that all photographs and other graphics will be provided in a high quality print format suitable for scanning, or on disc as an image file. The content is due by the date specified on the agreement and if not received by this date the Client is in breach of this agreement and the deposit is non-refundable and the balance of the agreement is due.

6. Link

A link to Web & Design Boutique’s website will appear in small type at the bottom of the first page on the site. The link will simply state, “Designed and hosted by Web & Design Boutique” or “Website Design & Development by https://web-design-boutique.nz” or a variation thereof. This link may not be modified at any time without expressed written consent during the availability of the website for public viewing.

7. Notification

Web & Design Boutique will submit individual pages for approval during the course of website creation. While these pages may not be entirely completed, they will serve for the Client to approve regarding the layout, text, and/or graphics. The layout and the “look and feel” of the site will be assumed approved by the Client once approval has been notified by telephone, fax, or electronic mail. Once this approval has been provided the design team will concentrate on completing the content of the site and at this point any further work to the layout and style features of the site will only be undertaken by Web & Design Boutique at an agreed rate.

8. Assignment of Project

Web & Design Boutique reserves the right to assign subcontractors to this project if necessary.

9. Legal Disclaimer

In no event will Web & Design Boutique be liable to the Client or any third party for any damages, including any 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 Web & Design Boutique has been advised of the possibility of such damages. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed sever-able from this agreement and shall not effect the validity and enforceability of any remaining provisions.

10. Copyrights and Trademarks

The Client represents to Web & Design Boutique and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Web & Design Boutique for inclusion in web pages are owned by the Client or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Web & Design Boutique and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.

11. Electronic Commerce laws

From time to time government entities enact laws and levy taxes and tariffs affecting Internet electronic commerce. The Client agrees that the Client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Web & Design Boutique and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of Internet electronic commerce.

12. Ownership of Website

Ownership of the finished assembled work produced by Web & Design Boutique will be passed to the Client upon receipt of final payment of this contract. The Client owns all rights to use as a web site the design, graphics and text contained in the finished assembled web site. Rights to source code, work-up files, and computer programs are specifically not transferred to the Client, and remain the property of their respective owners. Web & Design Boutique and its subcontractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios.

13. Sole Agreement

The agreement contained in the signed “Website Development Proposal” constitutes the sole agreement between Web & Design Boutique and the Client regarding his web site. Any additional work not specified in this contract must be authorised by a written change order. All prices specified in this contract will be honoured for six (6) months after both parties sign this contract. Continued services after that time will be provided at the current rates.

14. Objective

The primary objective of the website project is to provide information about the Client’s services and/or products.

15. Assumptions

The following has been made during completion of this agreement.

• The Client is assumed to own or have rights to use the content they provide.

• The Client will provide all site content and required information unless otherwise stated.

16. Domain Registration

Web & Design Boutique will secure a domain name(s) (www.”myname”.co.nz) for the Client at the Client’s request. (NB: It is common practice for the Client, to own several domain names for reasons such as brand name protection, higher search engine results, increased number of hits to the Client’s website).

NB: Virtual domain names that are pointed to the main domain name have a monthly hosting charge of $5.00 per name per month. If the Client already has a domain name(s), Web & Design Boutique can assist redirecting the domain name(s) to Web & Design Boutique Hosting Provider name servers.

17. Scope

Layout and navigation will be established in a consultative process between Web & Design Boutique and the Client.

18. Web & Design Boutique Service

a) Web & Design Boutique stands behind the quality of our products and services. As part of our standard contract, final payment is due on the completion date written on the last agreement page of the final documentation. Once the final payment has been received by Web & Design Boutique from the Client this payment will verify that the Client in all respects is satisfied with the work that Web & Design Boutique has provided.

b) Included in the project is a “Corporate identity” design that will reflect the Client’s branding, image, colours, logo and style. We can also add extra dimension by using features available through internet technologies to produce a dynamic, eye-opening site. The Client logo will be presented at the head of all of the pages on the site and the site will be easy for the user to navigate.

c) The website will be registered with Google, Bing/Yahoo and other 100+ Search Engines. This process is a vital part of the service provided by Web & Design Boutique. As part of the hosting package offered, all visits to the site will be logged and a comprehensive report providing visit statistics and other information will be available dynamically via a web browser. NB: With any new website launch it can take 3 to 6 months to be indexed by the search engines before being found.

19. Design & Build

In order for the design process to be as efficient as possible we define tasks and material requirements so each party has a full understanding of each other’s expectations.

Stage 1
Initially the Client will provide Web & Design Boutique with a list of requirements which includes but is not limited to:

• A keyword and description list required for the search engine registration process.
• Photos of products and/or services provided by the Client.
• Brochures, any literature and any previous advertising material not yet received that will assist in production of the website.
• References that the Client may have.
• links to other sites they may want to use.

Creation of Website design and look and feel based on the information/materials provided with three possible change requests. Web & Design Boutique and the Client will then discuss new look and feel so far and finalise the functional requirements of the website presence.

Stage 2
In this stage the website development will start and establish the website layout from content provided (images, text, references and any other files). And implement all the required functionality on the selected platform.

The Client will supply any additional information they may require for their website. Web & Design Boutique acknowledges that the Client may have limited time available during this period to meet and discuss website issues, so will try to be available as and when practical.

Eventually finalise content and menu structure defined by the brief and change requests received.

Stage 3
At the end of the development review and discuss website. Make any alterations and fine-tune the website for completion. Creation of final documentation and thereafter sign off website ownership to the client.

20. Training

The Developer will provide assistance to the Client or the Client’s designated representative(s) regarding management of the Client’s web site. Sometimes, however, training for groups on-site at the Client’s place of business is desired. If this is desired the charges incurred by the Client’s for training and the details of what will be provided will be priced out to the Client prior to training.

21. Maintenance Agreements

Maintenance Agreements are negotiated on a Client by Client basis as each Client will have differing needs. This is another way the Developer seeks to help the Client control cost. If you have chosen a Maintenance Agreement the terms of such will be listed under Payment Arrangement to the final documentation agreement. The Developer offers two kinds of maintenance agreements. In one, the Client pays a fixed monthly rate for such things as changing price to an item, adding additional inventory, making moderate graphic changes, and changes to text. In the other agreement, the customer pays on an ‘as needed’ hourly basis.

22. Text

All content text shall be provided by the Client or the Client’s representative by the due date for content. The content must be provided in a digital format i.e. Microsoft word. If the Client cannot provide the content due to time constraints Web & Design Boutique does have a copy-write service available and this service can be priced out to the Client.

23. Web Page

A web page consists of images and text of approximately 500 words per web page. Web pages of more than 1200 words of text may be subject to additional fees for increased formatting work.

24. Scanning

We offer scanning and photography services for the Client. Please ask for a effort estimate. Discounts are available for a volume scanning service.

25. Content

It is Web & Design Boutique’s standard policy to have all content for building the website appropriately formatted by the Client and in-house to Web & Design Boutique by the date agreed between the two parties as written below. Where this is not the case, the Client will be billed extra costs Web & Design Boutique incurs in making attempts to collect said content and/or to re-format submitted work.

26. Copy Writing Service

Web & Design Boutique does offer copy writing services to the Client and these charges can be discussed with any member of Web & Design Boutique if or when necessary.

27. Payment

a) The Client agrees to pay for the Services provided to the Client or under his/her/its account, regardless of whether it is the Client or someone else who uses them.

b) Payment is due upon receipt of invoice. All payments must be in NZ dollars and withdraw able at an NZ bank. Accounts are in default if payment is not received within 14 days after date of invoice. If a Client’s cheque is returned by the bank as unredeemable, the Client will be deemed to be in default, and will be liable for a “returned cheque” charge of $25.00.

c) Accounts unpaid 14 days after date of invoice may have their service interrupted. Such interruption does not relieve the Client from the obligation to pay the monthly/yearly charge. Only a written request to terminate the service relieves the Client of obligation to pay the monthly/yearly account charge from the date of such request.

d) Accounts in default are subject to a late payment charge of $25 and an interest charge of 2.0% per month on the outstanding balance. The Client agrees to pay to Web & Design Boutique its reasonable expenses, including solicitor and collection agency fees, incurred in enforcing its rights under these Terms and Conditions.

e) A deduction or set-off against any amount due is not permitted. Web & Design Boutique reserves the right to change rates and prices by notifying the Client 7 days in advance of the effective date of the change.

f) All files, information and mail under the account will be preserved for 60 days from the date the payment is due. If the payment is not received after 60 days, all files, information and mail under the account will be deleted. If the Client wishes to use the service again, the Client must re-apply as a new Client. For this, an activation fee will be required.

28. Termination

Where the Client is in default or Web & Design Boutique has reasonable grounds to believe the Client is in default under and provision of these Terms and Conditions, Web & Design Boutique may suspend or terminate the provision of Services to the Client. If Web & Design Boutique suspends Services pursuant to this clause, the Client shall be notified as to the reason for the suspension. The Services provided by Web & Design Boutique may be cancelled at any time by either party without penalty provided one months notice is given in writing to the other party.

29. Warranties

a) Web & Design Boutique makes no warranties of any kind, whether expressed or implied. Web & Design Boutique will not be responsible for any damage suffered. This includes loss of data resulting from delays, non-deliveries, miss-deliveries, or service interruptions. Use of any information obtained via Web & Design Boutique is at the Client’s own risk. Web & Design Boutique specifically denies any responsibility for the accuracy or quality of information obtained through its services.

b) To the maximum extent permitted by law all terms, warranties or representations, whether statutory or otherwise and whether expressed or implied, oral or written as to the state, merchantability, quality, fitness for purpose or fitness of the services and its maintenance are hereby excluded. This agreement shall supersede any previous agreement entered into between Web & Design Boutique and the Client.

30. Exclusion of Liability

a) Any defect in the Services or in its maintenance shall not entitle the Client to immediate cancellation of this contract. Without limiting the other terms of this contract, the Subscribers’ sole remedy against Web & Design Boutique shall be limited to breach of contract and Web & Design Boutique’s sole and total liability for any such claim shall be limited to, at the option of Web & Design Boutique, either the re-supply of the Services or the amount of the current monthly Client’s Levies for the month during which the breach allegedly occurred. Subject only to Web & Design Boutique’s liability for breach of contract (if any) pursuant to clause 29(b) above, Web & Design Boutique will not be liable to the Client for any claim for breach of contract, breach of statute or breach of duty in tort (including negligence) or for any claim in equity or otherwise at law for any losses or damages whether general, exemplary, punitive, direct, indirect or consequential (including any claim for loss of profits) however caused which may be suffered or incurred by the Client or any third person or which may arise directly or indirectly out of or in respect of this contract or the services (or its maintenance) or by reason of any act or omission on the part of Web & Design Boutique to comply with its obligations under this contract.

b) Notwithstanding anything herein contained or implied no employee, agent or director of Web & Design Boutique will be liable to the Client for any breach of duty or care in contract, tort, equity or otherwise in relation to the performance of obligations under this contract or in relation to the subject matter of this contract.

c) The Consumer Guarantees Act 1993 will not apply where the Client acquires (or hold itself out as acquiring) Services for the purposes of a business as defined in that Act.

d) This clause shall survive termination of this contract.

31. Terms & Conditions Agreement

a) The Client warrants it has not relied on any representation made by or on behalf of Web & Design Boutique which has not been expressly stated in these Terms and Conditions; or upon any publicity material or brochures produced by or on behalf of Web & Design Boutique.

b) These Terms and Conditions constitute the complete and exclusive understanding between the parties in relation to the subject matter hereof and supersedes all prior contracts, proposals, communications and representations made by either party (whether oral or written) and these Terms and Conditions may only be modified if such modification is in writing and signed by a duly authorised representative of each party. These Terms and Conditions shall prevail over any inconsistent terms and conditions in any other contract between the parties whether in correspondence or otherwise and any conditions or stipulations to the contrary are hereby excluded and extinguished. Except as otherwise expressly stated in these Terms and Conditions, neither party has any other responsibility or obligation to the other.

c) Non Waiver: Failure by any party to enforce any right or obligation with respect to any matter arising in connection with these Terms and Conditions shall not constitute a waiver as to that matter or any other matter either then or in the future. Any waiver of any right or obligation under these Terms and Conditions shall only be of any force and effect if such waiver is in writing and is expressly stated to be a waiver of a specified right or obligation under this contract.

32. Force Majeure

Web & Design Boutique shall not be liable to the Client or to any other person for any loss or damage directly or indirectly arising out of or in connection with any failure to perform any term of these Terms and Conditions where such failure is caused directly or indirectly by an act of God, fire, armed conflict, labour dispute, civil commotion, intervention of a government, inability to obtain labour, materials or facilities and accidents, interruptions of, or delay in transportation, or any other cause outside of Web & Design Boutique’s reasonable control.

33. Legal disclaimer

Should any provision of these Terms and Conditions be held to be illegal, invalid, or unenforceable by a court law, the legality, validity and enforceability of the remaining provisions of these Terms and Conditions shall remain unaffected thereby unless otherwise stated.

34. Proper law

These Terms and Conditions shall be governed by New Zealand law. The Client agrees to submit to the exclusive jurisdiction of the New Zealand courts.

35. Amendments to Terms and Conditions

Web & Design Boutique reserves the right to amend these Terms and Conditions from time to time. Amendments will be effective immediately. The Client’s continued use of the web site or the Services following such notification will represent an agreement by the Client to be bound by the Terms and Conditions as amended.

36. Security of Information

No data transmission over the internet can be guaranteed as totally secure. While Web & Design Boutique strives to protect such information, Web & Design Boutique does not warrant and cannot ensure the security of any information which the Client transmits to Web & Design Boutique. Accordingly, any information which the Client transmits to Web & Design Boutique is transmitted at the Client’s own risk. Nevertheless, once Web & Design Boutique receives the Client’s transmission, Web & Design Boutique will take reasonable steps to preserve the security of such information.

Last updated: 16th April​ 2020