Terms of Trade with KiwiSprout Limited

Last updated: 20 January 2020

Introduction

1. You and Kiwisprout

When we say you, your,or client, we mean both you and the entity you are representing. When we say we, our or us, we are referring to Kiwisprout Limited, the entity you contract with and pay for services.

2. Intellectual property

Ownership of all work commissioned and developed specifically for a project, not relating to proprietary or third-party systems, is transferred to the client on payment of final accounts. We reserve the right to re-use any code developed for a project.

We reserve the right to include a link to our website (https://kiwisprout.nz) with text relevant to our involvement in the project, such as “Website Design & Development by KiwiSprout” on any website we have built or contributed to the build of, unless the client negotiates otherwise in writing signed by both parties.

We reserve the right to create visuals, present examples, provide commentary and/or publish statistics on any part of a project for advertising, documentation, and marketing services unless explicitly documented as confidential information or the client negotiates otherwise in writing signed by both parties.

Any third-party code or service utilised in a project will remain the property of those third-parties. Ongoing license fees may apply.

3. Events outside our control

We aren’t liable to you for any failure or delay in performing our work because of any event or circumstance outside of our reasonable control.

Liability and indemnity

4. You indemnify us

You indemnify us against all losses, costs (including legal costs), expenses or liability that may be incurred arising out of, or in connection with, a third-party claim against us relating to your use of services or any third party product (except as far as we are at fault).

5. Warranty of work

All new websites and requested changes to existing websites come with a 30-day warranty, for the benefit of the client, which covers the standard of work carried out by us and as signed off by the client during the building of the website.

During this period, you may notify us of any errors or omissions you believe are a result of the work carried out by us. If we fail to carry out the work in a professional manner, to the defined scope and within industry standards, we will use all reasonable efforts to resolve the error within an agreeable timeframe.

This warranty includes:

1. Correction of incomplete or inaccurate content (text, photos or videos) entered by us, unless supplied by the client.
2. Correction of website styling which differs from the documents originally signed off by both parties that specifically expresses otherwise graphically or in writing.
3. Correction of defective functionality or flow of work created by us.

Work exempt from the warranty:

1. Anything not included in the documented original scope of work signed off by both parties.
2. Resolution to problems created by the client and/or any external hosting or service provider.
3. Resolution to problems created by using unsupported web browsers or devices, including older unsupported versions of common web browsers or devices.

Any work that is exempt from warranty such as additional work, new requests of work or work performed after the warranty period will be charged at the agreed rate.

We disclaim all guarantees except those identified in this warranty clause with respect to the services supplied. We make no other expressed, implied and/or statutory warranties. All services provided are accepted as is.

Project

6. Planning and proposals

Proposals, estimates, and all other supplied documents specifying work details are derived from the client’s instructions.

Clients are required to exercise due care and attention when checking any proposals, estimates or other supplied documents before work commencement to confirm their instructions and/or requirements have been interpreted correctly.

Work will be carried out to meet the requirements of the latest version of a supplied document specifying details that have been signed off by both parties.

Once the project has commenced any requests for changes and revisions will be in writing and signed off by both parties. We reserve the right to review and/or alter pricing in the event of changed client requirements.

Proposals shall lapse unless accepted within 30 days from the day given, unless otherwise stated.

7. Retainers

Retainers will be invoiced on a monthly basis in advance of the work done.

Any unused time will rollover into the following month.

Any work over the allotted hours of the agreement will be billed at our hourly rate on an estimate basis, all work outside of the allotted hours will be first approved by the client before work begins.

Total expenses for retainers will be rounded to the nearest value of 15 minutes, at the agreed hourly rate.

8. Inactivity, suspension and cancellation

We require any requested access, assets, content, functional specification and feedback in a timely manner in order to deliver the project on time.

For any work halted pending client instruction, access, assets or information for longer than 14 days, the project will become “inactive” and no further work will be performed unless an alternative deadline or schedule is explicitly agreed upon in writing signed by both parties. Any previously established timeframes for inactive projects become void. It is your responsibility to contact us regarding project resumption. Rescheduling may result in a significant delay depending on workload at the time of the request to resume. We reserve the right to remove any “inactive” project from the work schedule and invoice a progress payment for work done to date and materials used in said work.

We reserve the right to review the quotation and timeframes for the uncompleted portion of the contract if work is suspended for more than 14 days.

We reserve the right to cancel any work that has been in an “inactive” state or suspended for more than 30 days. The resumption of cancelled work may be subject to a new proposal.

The suspension, cancellation or termination of any work or project at the client’s request will entitle us to full payment for all work and/or services in progress at the time of suspension and for any work already completed that has payment outstanding.

9. Suitability and performance

No guarantee shall be given or implied that the goods or services supplied to the client’s instructions or designed by us to those instructions are suitable for specific market standards or requirements unless those are signed off by both parties and/or form part of the original proposal.

The performance of any goods or services will be optimised to the extent outlined in the proposal only concerning the metrics specified in the proposal.

We do not guarantee the performance of any goods or services. We shall not be responsible for factors outside of reasonable control such as competition, service or product demand, etc. Consequently, we shall not be responsible for the performance of any business.

10. Design standards

Any estimates or proposals by us that include design work will be done to the scope of the project where we will collaborate with you on your design feedback.

While we will aim to compromise where applicable, we have a right of refusal to design changes that do not meet our design standards as determined by our expert opinion.

We will not produce or alter designs based off existing designs, concepts or mock-ups at the request of the client unless explicitly agreed upon in writing signed by both parties.

Pricing

11. Agreed rate

We reserve the right to change our agreed hourly rate for future work with 90 days’ written notice. Notice is only required to be given to clients that have and/or have had active projects with us within 30 days of the time of the change to the agreed rate.

12. Payment and non-payment

The client bears the responsibility to regularly check their email for invoices from us. All invoices are sent by email only, unless stipulated otherwise.

If the account is not paid within 30 days, any work on the project may be put on hold and/or the existing services may be suspended. We shall not be liable for any direct or indirect loss to the client arising from work being put on hold and/or services being suspended.

Technology

13. Modern websites

Websites created by us are built to support technologies for modern browsers and devices that are current at the time of development. We have no control over future developments and as such accept no responsibility for changes in technology.

A modern browser is any browser that both:

1. Successfully renders a site as intended built using the current web standards, without having written any browser-specific code, manipulation, hacks, forks or workarounds; and shows great performance during navigation.
2. One of the two latest versions of that browser provided as a stable release.

Examples of browsers that are not modern browsers include but are not limited to: Microsoft Edge 16, Internet Explorer 11, Safari 11, Chrome 76, Firefox 68 and earlier versions of all mentioned browsers.

14. Hosting

We do not host your website. Unless signed off by both parties documenting otherwise, your website is hosted by Amazon Web Services Inc. If your website is a Shopify website, your website is hosted by Shopify directly.

We may charge hosting management fees to manage hosting of your website. We shall not be held responsible for any issues concerning hosting. We shall not be liable for any indirect or consequential loss or for the loss to a client arising from hosting.

We reserve the right to review and/or alter pricing of our hosting management fees in the event of changing your hosting provider or pricing changes made by your existing hosting provider.