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Webwise Terms & Conditions

These Terms and Conditions apply whenever engaging the services of Webwise Solutions Limited, whether it be online, over the telephone or in person.

These terms are always available from https://webwise.co.nz/terms. You should ensure that you check back regularly for updates to the Terms and Conditions.

Services Terms and Conditions

This contract agreement (this "Agreement"') is made effective as of the date of which services are contracted.

In this Agreement, the party who is contracting to receive the Services shall be referred to as "Client" and the party that will be providing the Services shall be referred to as "Webwise".

The provider: Webwise Solutions Limited ("Webwise”)

1) DESCRIPTION OF SERVICES Beginning on the date above, Webwise will provide any of the following services (collectively, the "Services") which the Client makes a formal request for:

Web Site Design and Development – Custom HTML, custom programming and web page design which may include web page layout, graphics, photographs of materials and/or products that Client wishes to display on the web site.

Additional Design & Development - Once the website is complete and published, the Additional Design & Development starts. This includes all updates and changes to the site.

Domain Name Registration – Webwise will arrange for the domain names requested by the Client to be registered if they are available, using an appropriate agent.

Hosting – Webwise will arrange hosting of clients site, email and domain name/s on a remote server. Hosting is for a set amount of disk space for site, statistics and email.

Technical Services (technician services) – This refers to other technical services provided by Webwise to the client that are not design and development related.

2) SERVICES NOT COVERED BY THIS AGREEMENT The following services are specifically not covered by this Agreement:

Webwise has no control over search engine registrations. As such Webwise can not guarantee how or where the search engines will rank Client’s web site.

3) PAYMENT FOR SERVICES Client will pay compensation to Webwise for the Services based on Table of Rates, or as agreed.

Invoices are sent monthly or as required via mail, email or delivered in person and are due within fourteen (14) days of the invoice date, unless otherwise noted in an addendum. Webwise reserves the right to delay placement of the Services until final payment is received in full. All prices include GST unless otherwise stated.

4) TERM/TERMINATION This agreement shall terminate automatically upon the completion by Webwise of the Services required by this Agreement. See also clause 18 re Cancellation

5) WORK PRODUCT OWNERSHIP Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively, the "Product") developed in whole or in part by Webwise in connection with the Services shall be the exclusive property of Webwise. Two noted exceptions are:

Any and all HTML documents created specifically for Client are the property of Client.

Any and all graphics created specifically for Client are the property of Client.

If Client wishes to obtain exclusive rights to any other such copyrightable property it must be agreed upon in writing by both Client and Webwise and made an Addendum to this Agreement. In any case, no release of rights or ownership from Webwise to Client of any product or services is granted until payment for the Services is received in full from Client.

6) CONFIDENTIALITY Webwise will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Webwise, or divulge, disclose, or communicate in any manner, any information that is proprietary to the Client. Webwise will act reasonably to protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon request, Webwise will return to Client all notes, records, documentation or other items belonging to the Client that were used for the Services of this Agreement.

7) SEVERABILITY If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

8) WAIVER OF CONTRACTUAL RIGHT The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

9) APPLICABLE LAW This Agreement shall be governed by the laws of New Zealand.

10) RELATIONSHIP OF PARTIES It is understood by the parties that Webwise is an independent contractor with respect to Client, and not an employee of Client. Client will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Webwise.

11) RIGHT TO PULL Client agrees that Webwise shall have the right to remove the access to Services, including the web site from public viewing, for failure to adhere to the terms of this Agreement, including violating any licensing agreements or failure to pay fees duly assessed.

A reconnection fee may apply.

12) POST PLACEMENT ALTERATIONS Webwise cannot accept responsibility for any alterations caused by a third party occurring to the Clients web site pages once placed. Such alterations include, but are not limited to additions, modifications, or deletions.

13) DESIGN CREDIT A link to Webwise will appear in small type at the bottom of each web site page on Client’s site.

14) ALTERATIONS TO TERMS AND CONDITIONS Webwise reserves the right to change, at any time, these Terms and Conditions. Webwise will attempt to notify the Client in the case of significant changes. The Terms and Conditions on the Webwise website should be considered the most recent version.

15) PERMISSIONS AND COPYRIGHT Client will obtain all the necessary permissions and authorities in respect of the use of all copy, graphics, registered company logos, names and trademarks or any other supplied material. Acceptance of this Agreement shall be regarded as a guarantee by Client that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested.

No responsibility will be accepted by Webwise for damages to or losses incurred by Client from the use of material for which the required permission or authority has not been properly obtained.

Client is required to ensure that the content of their web site pages meets all the current New Zealand legislation regarding publications. Client shall further indemnify Webwise in respect of any claims, costs or expenses that may arise from any material included in Client’s web site pages.

16) CUSTOMER REVIEW Webwise will provide Client with an opportunity to review the appearance and content of the web site once they are scripted. Such scripted materials will be deemed to be accepted and approved unless Client notifies Webwise in writing within ten (10) days of the date Webwise sends proofs of such scripted materials to Client.

17) IMPOSSIBILITY OF PERFORMANCE Client acknowledges and agrees that Webwise cannot guarantee the absence of service interruptions caused by Acts of God or other circumstances beyond its control including, but not limited to, telecommunications problems.

Client acknowledges that Webwise will not be held responsible for the appearance or operation of the web site pages within Web Browser software.

Webwise reserves the right to sub-contract hosting to another party, and therefore cannot guarantee the reliability of the sub-contractor's server. This includes, but is not limited to virus infection, general system failure, data loss or power failure.

18) CANCELLATIONS Cancellation of Services by Client may, in the first instance, be made by telephone, but must be confirmed in writing with the original signature. Client will be invoiced for work completed to the date of first notice of cancellation.

19) ERRORS AND LIABILITIES Webwise will use its best endeavours to ensure the Services are free of errors. Webwise may not be held responsible for any errors that may arise in the course of performing the Services. Such errors include but are not limited to:

• Grammatical or spelling errors
• Misplacement of text or graphics
• Malfunctioning of interactive elements included in the web site pages

Webwise does not accept any liability for losses or damages arising from errors within the Services.

20) ENTIRE AGREEMENT This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This agreement supersedes any prior written or oral agreements between the parties.

Any queries about these Terms should be sent to [email protected]