Adam Wood Digital (‘We’) 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 have certain contractual aspects agreed in order to protect both parties.

By undertaking a project with Adam Wood Digital you (‘The Client’) are agreeing to the following terms and conditions.

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.

Estimates

Estimates are based on an hourly rate and are not a fixed price. All estimates are exclusive of GST, unless otherwise stated. A new estimate will be drawn up upon request from The Client.

Charges and Fees

If the project contains a design phase, then a progress payment as set by Adam Wood Digital is payable on acceptance of the design phase.

The final balance will be due upon completion of the project.

The client accepts that payment terms in relation to Adam Wood Digital’s fees provide that payment is to be made within one month (30 days) of the date of the invoice unless otherwise agreed with Adam Wood Digital in writing.

After this date The Client accepts that all work will cease and Adam Wood Digital retains the right to disable any live project until payment is received in full.

Commencement of Work

Work will begin as soon as is practicable and these terms have been accepted.

This forms an agreement between Adam Wood Digital and yourself (The Client).

Validity of the Agreement

Either party may terminate the agreement on 7 working days’ written notice to the other party. Adam Wood Digital reserves the right to cease immediately without liability to provide the service and to terminate this agreement if The Client should go into liquidation or bankruptcy, or if The Client fails to meet any obligation in accordance with this agreement. In addition, Adam Wood Digital will immediately provide the client with all work completed as part of the Agreement should Adam Wood Digital enter a liquidation or bankruptcy process, or should the Agreement be terminated. If at any point during the development cycle The Client wishes to cancel, they may do so but will be invoiced an amount that Adam Wood Digital judges to be proportional to the amount of work completed on the project.

Meetings

The initial meeting is always free of charge, any subsequent meetings are chargeable and additional to any project estimates.

Web Site Design Credit

If the website is a new build or a substantial rebuild, Adam Wood Digital clients will have a small ‘Site by AWD’ text link in the footer of their website on no less than one page.

By hiring Adam Wood Digital to work with you on your website you are agreeing to this, and you understand that this link may not be removed without Adam Wood Digital’s prior consent, or unless some other arrangement has been agreed to.

Email Hosting

Adam Wood Digital highly recommend using Google Apps for domain based email hosting and storage.

A webmail application is always provided should The Client not want to use Google Apps.

Website Hosting

Adam Wood Digital provide website hosting through OpenHost who are 100% New Zealand-owned and operated, and based in Albany on Auckland’s North Shore. You agree that your contractual relationship is solely with Adam Wood Digital and not any web host.

Subcontractors

Adam Wood Digital reserves the right to hire subcontractors on any given project should the need arise.

Ownership and Copyright

Upon completion of the project and upon full payments for services rendered, Adam Wood Digital transfers all rights and ownership of custom designs and programming (by Adam Wood Digital) to The Client.

Software and third party graphics or programs are not transferred to The Client, and remain under copyright of their respective owners or publishers.

Adam Wood Digital reserves the right to resell custom designed websites that remain unpaid by the original client. Adam Wood Digital also reserve the right to resell unaccepted mock-ups or other graphics created, or code written by Adam Wood Digital but not in legal use by The Client.

Adam Wood Digital reserves the right to display websites and graphics that have been designed and/or built by Adam Wood Digital on this website, and in any marketing material.

The client will be given access to the source code and may take the code to another developer for purposes of maintaining or extending upon the system. The parties acknowledge that Adam Wood Digital may accept jobs from other clients to develop Web solutions with the same or similar functionality to the web solution, and that Adam Wood Digital may replicate and reuse techniques, structures and modules of program code used in the creation of the web solution.

Maintenance and Enhancements

Adam Wood Digital provides maintenance and enhancements services for its clients; however any maintenance or updates are outside the scope of the original project.

General maintenance tasks will be invoiced on a monthly basis. When major updates are required Adam Wood Digital will provide time and materials based estimates for this work.

WordPress Security, and Administrator Level Access

Adam Wood Digital are happy to provide administrator level access to any website developed by us, however we will not be held responsible for damage to the site by The Client’s misuse.

Deadlines and Timeframes

Adam Wood Digital understands the importance of completing projects in a timely manner.

However, any delays incurred by The Client will cause a subsequent and equal delay in any agreed schedules, and will impede Adam Wood Digital’s ability to meet any deadlines previously agreed to at the beginning of the project.

Non Communication

If Adam Wood Digital is unable to communicate with a client on a project for an extended period of time (5 business days or more) – by phone or email, the project will be put on hold.

Any previously agreed to timeframes or deadlines will be null and void and will need to reassessed upon the resumption of communication.

Non Payment

If an invoice has not been paid within 60 days of the date of issue, all services relating to that invoice shall be suspended.

These services shall be reinstated once payment (in full) has been made but may incur a re-establishment fee.

Confidentiality and Nondisclosure

Adam Wood Digital agrees to hold confidential or proprietary information or trade secrets (“confidential information”) in trust and confidence and agrees that it shall be used only for the purposes of the project, shall not be used for any other purpose, or disclosed to any third party. No copies will be made or retained of any written information or prototypes supplied without the permission of The Client. At the conclusion of any discussions, or upon demand by The Client, all confidential information, including prototypes, written notes, photographs, sketches, models, memoranda or notes taken shall be returned to The Client. Confidential information shall not be disclosed to any employee, consultant or third party unless they agree to execute and be bound by the terms of this Agreement, and have been approved by Adam Wood Digital and The Client. This Agreement and its validity, construction and effect shall be governed by the laws of New Zealand.

Liabilities

The Client agrees that Adam Wood Digital will not be liable for any indirect or consequential damages, including but not limited to, loss of profits or for any claim made on The Client by any other party, even though Adam Wood Digital may have been notified of such damage or claims. We shall not be liable to The Client 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.

The Client agrees to defend, indemnify and hold us 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, or for any content submitted by you for publication by us.

If, despite the other provisions of this agreement, Adam Wood Digital is found to be liable to The Client then its liability for any single event or series of related events is limited to the Fees. Due to the public nature of the Internet, all material submitted by The Client for publication will be considered publicly accessible. Adam Wood Digital does not screen in advance customer material submitted to Adam Wood Digital for publication. Adam Wood Digital’s publication of material submitted by customers does not create any express or implied approval by Adam Wood Digital of such material, nor does it indicate that such material complies with the terms of this agreement.

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.

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.