Clear Website Design (CWD) will endeavour to operate in a fair and reasonable manner at all times and it is part of our ethos to ensure we maintain a great relationship with our Clients. It is, however, important to agree to certain contractual aspects in order to protect both parties. By undertaking a project with CWD, you are agreeing to the following terms and conditions.
1. Relationship of the Parties
The parties intend that an independent contractor relationship will be created by this contract, and that no partnership, joint venture or employee/employer relationship is intended or implied.
2. Project Process and Payment Structure
CWD cannot always guarantee to start work immediately on a project but will arrange a date with the Client as to when work can commence.
The project will be run according to CWD‘s Project Process. A simple guide to this process can be found at New Website Design. If CWD has produced a proposal document for the project then we will commence work at the commencement date provided in the proposal.
CWD’s website design process is broken into six stages:
Once CWD has received an initial payment of 30% of the agreed fee we will commence work on Stages 1 and 2:
Stage 1: CWD will meet with your team to gather information ascertain the objectives you wish to achieve with your new website.
Stage 2: CWD will provide a schematic of the proposed list of pages and their interlinking structure to be used as the navigation of the website. The client will have two opportunities to make amendments to the provided Navigation before approving it for use in the website.
Following approval of the site navigation a second payment of 30% will be due before CWD continues with Stages 3:
Stage 3: The layout of each page of the website will be designed using placeholder images and lorim ipsum ‘dummy’ text. Navigation will be as approved in Stage 2. These page layouts will be provided to the client for approval via a password protected URL. The client will have two opportunities to make amendments before approving each page layout.
Following approval of the page layouts a third payment of 30% will be due before CWD continues with Stages 4 and 5:
Stage 4: Content provided by the client will be inserted into the page layouts approved in Stage 3. Once this is complete another secure URL and password will be provided to the client for approval. The client will have two opportunities to make amendments before approving each page containing final content. Once all content insertion is approved, CWD will continue to stage 5.
Stage 5: Testing of interactive elements such as contact forms and will be carried out by CWD and the client.
Following approval of the inserted content and successful testing by CWD, a forth final and payment of 10% will be due before CWD continues with Stage 6: The website will then be transferred to the client’s URL. If necessary it will be placed behind a password protected “Under Development” page for the testing of elements that will only work once the site is live on this URL. These elements may include such things as contact forms or payment systems. Once testing is complete the site will be made live.
The client is responsible for providing all final data, logos, designs, graphics and related materials to be incorporated into the website prior to commencement of Stage 4. Any material supplied at a later date may incur an additional charge. Should you decide to make design changes once the a stage has been signed off, CWD may quote for an additional charge.
Payment shall be made within 14 days of the date of issue of the invoice unless otherwise arranged.
If we are forced to hand your account over to a debt collection agency for collection you will be liable for any collection costs incurred.
3. Acceptance Testing
You will conduct the acceptance tests on the deliverables within 2 weeks of the completion of Stage 4 of development to ensure that they perform in accordance with the Proposal. If a deliverable does not pass the acceptance test, we will correct the failure. You will then repeat the acceptance test. Such processes shall continue until the relevant deliverable passes the acceptance test.
If during the project process you request additional or changed functionality/content from the deliverables outlined in the specification or Proposal, then CWD will provide a quote which will be in addition to the cost of the Website project.
The Website will be designed and tested to operate on current versions of mainstream PC and Mac Web browsers including those made by Apple (Safari), Google (Chrome), Microsoft (EDGE), Mozilla and Firefox. Additionally, the Website will be tested on mainstream mobile devices including iOS; Safari, Chrome; Android 4: Chrome and Firefox.
4. Copyright
All material, both text and images, supplied by the Client and used in the construction of the Client’s Website, will remain the Client’s property. All such material will be assumed to be the property of the Client and free to use without fear of breach of copyright laws.
The copyright for all material provided by CWD, such as HTML code, graphics, photographs and text, but excluding software code, will remain the property of CWD until such time as CWD receives full payment, whereupon they will become the property of the Client.
All software code provided as a part of the Website will remain at all times the property of CWD. The Client will be granted a single use, single site, source code license to the software code. The Client may not sell or redistribute the software code. The Client may not use the software code in more than one installation. The Client will be given access to the source code and may take the code to another developer for purposes of maintaining or extending the system.
CWD reserves the right to display and link to your project as part of our marketing and promotion including portfolio and to write about it on websites, magazine articles and in books.
The parties acknowledge that CWD may accept jobs from other clients to develop solutions with the same or similar functionality to the Clients Website solution, and that CWD may replicate and reuse techniques, structures and modules of program code used in the creation of the Website solution.
5. Maintenance
CWD provides maintenance services for its Clients; however any maintenance or updates are outside the scope of the design project. Should technical support be required, normal business hours phone support is available on +64 21 807497.
The best insurance option for unforeseen hacks, security updates, system upgrades, version upgrades, and general maintenance is our Managed or Maintained Hosting Plans which includes a wide range of services for a single monthly fee. In the absence of a managed or maintained hosting plan, when updates are required but not carried out by the client, CWD will provide time based quotes for this work.
6. Validity of the Agreement
Either party may terminate the agreement on 7 working days’ written notice to the other party. CWD reserves the right to cease immediately without liability to provide the service and to terminate this agreement if you should go into liquidation or bankruptcy, or if you fail to meet any obligation in accordance with this agreement.
If at any point during the Website Development Process a Client wishes to cancel, they may do so but will be invoiced an amount that CWD judges to be proportional to the amount of work completed on the project.
If the total amount of work completed equals less than the 30% deposit paid by the Client, CWD will refund the portion of payment not used. If the total amount of work completed is more than the first 30% invoiced, CWD has the right to invoice the extra hours completed.
7. Assignment and Delegation
We may assign or transfer our rights and responsibilities under this contract to another party. We may also subcontract the performance of any of our responsibilities under this contract to another party.
You may not assign or transfer any of your rights or responsibilities under this contract to anyone else without our prior written consent.
8. Liabilities
Neither party will be liable to the other for any indirect or consequential damages, including but not limited to, loss of profits or for any claim made on a party by any third party.
Neither party will be liable to the other for any loss or damage directly or indirectly arising out of or in connection with any delay in delivery of the goods or failure to perform its obligations under this agreement where such delay is caused directly or indirectly by an act of God, armed conflict, labour dispute, civil commotion, intervention of a government, inability to obtain labour, materials or manufacturing facilities, accidents, interruptions of, or delay in, transportation or any other cause beyond our control.
You agree to defend, indemnify and hold CWD harmless from and against any and all claims, losses, liabilities and expenses (including attorneys’ fees) related to or arising out of the services provided by us to you under this agreement, including without limitation claims made by third parties (including your customers) related to any false advertising claims, liability claims for products or services sold by you, claims for patent, copyright or trademark infringement, claims due to disruption or malfunction of services provided hereunder (including malfunction of Website/Software or Internet), or for any content submitted by you for publication by us.
If, despite the other provisions of this agreement, CWD is found to be liable to you then its liability for any single event or series of related events is limited to the total fees payable to us under this contract.
Due to the public nature of the Internet, all material submitted by you for publication will be considered publicly accessible. CWD does not screen in advance customer material submitted to CWD for publication. CWD’s publication of material submitted by customers does not create any express or implied approval by CWD of such material, nor does it indicate that such material complies with the terms of this agreement.
9. Applicable Law
The Consumer Guarantees Act 1993 may apply to any services we provide to you if you acquire these services for personal, domestic or household use. If this act applies, all rights you may have under it apply in addition to the rights you may have in this agreement. Nothing in this agreement will limit or exclude your rights under this act.
Where you acquire or hold yourself out as acquiring our services for the purpose of a business, then you agree that the provisions of the Consumers Guarantee Act 1993 will not apply to our service or the provision of any other services to you.
This agreement shall be deemed to be an agreement made in New Zealand and shall be subject to, governed by and interpreted in accordance with the laws of New Zealand.
10. Non Waiver
Failure by any party to enforce any right or obligation with respect to any matter arising in connection with this contract 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 this contract 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.