Iglu - Online Solutions Ltd Advertising & Development Terms and Conditions.

Advertising and Development Terms and Conditions

1. Clientisation
The named client is engaging Zartaj Web Design & Hosting Ltd/Iglu - Online Solutions Ltd, Main office located at 144 Bank Street, Whangarei and, as an independent contractor for the specific purpose of developing and /or updating a World Wide Web site to be installed on Zartaj Web Design & Hosting Ltd/Iglu - Online Solutions Ltd web server. Hereafter the client will be known as the “Client” and Zartaj Web Design & Hosting Ltd/Iglu - Online Solutions Ltd will be known as the “Developer”

The client hereby Clientises the Developer to access any existing account and Clientizes the Developer to transfer any and all current site data including but not limited to cgi-bin directory, and any other directories or programs which need to be accessed for this project, from the current provider to Zartaj Web Design & Hosting Ltd/Iglu - Online Solutions Ltd’s own web server.

2. Standard Hosting Service
It is agreed that the website will be hosted by Zartaj Web Design & Hosting Ltd/Iglu - Online Solutions Ltd. Hosting Agreements are negotiated on a Client-by-Client basis, as each Client will have differing needs. If you have chosen a Hosting Agreement the pricing, and terms of such will outlined in our quote for the client's site. Full Zartaj Web Design & Hosting Ltd/Iglu - Online Solutions Ltd Website Hosting Terms & Conditions are available to the Client on request.

3. Domain Name Registration
The Developer will secure a domain name for the client at the client’s request. Domain name registration is an additional cost of $50 + GST per annum. Names are purchased under the Zartaj Web Design & Hosting Ltd/Iglu - Online Solutions Ltd control however once full payment for all contracts, products or services rendered has been received, the codes are released to you on request.  If the client already has a domain name, the Developer will co-ordinate redirecting the address to the new host. The client agrees to leave control of the Domain name vested in Zartaj Web Design & Hosting Ltd/Iglu - Online Solutions Ltd and agrees that in the event of a dispute the domain name shall not be transferred away from Zartaj Web Design & Hosting Ltd/Iglu - Online Solutions Ltd control, such a movement would contravene these Terms & Conditions rendering any arrangements null and void requiring payment within 7 days

4. Training
The Developer will provide e-mail and telephone assistance to the Clients designated representative regarding management of the Clients website. Included in the price is 60 minutes of onsite training for any content management or e-commerce systems.

5. Text
Final Text is to be supplied by the Client. The amount of text per page is not limited to any amount of words, however if text is not supplied in a soft copy (disk or email), additional fees will apply for this conversion

6. Cross Browser Compatibility
Our agreement contemplates the creation of a website viewable in the browser of your choice, additional costs come into effect if you require your site to work excatly the same way in both Mozilla and Microsoft internet Explorer.

The Client is aware that some advanced techniques on the Internet may require a more recent browser version and brand or plug-in. The Client is also aware that as new browser versions of Internet Explorer are developed, the new browser versions may not be backward compatible. In the absence of a Maintenance Agreement time spent to redesign a site for compatibility due to the introduction of a new browser version will be separately negotiated and in addition to the base price of our agreement.

7. Graphic Creation / Banner Advertisements
All graphical design must be developed by Approved Zartaj Web Design & Hosting Ltd/Iglu - Online Solutions Ltd suppliers/contractors, under no circumstances will any files be accepted for use from unapproved sources. This allows us to maintain the extremely high standard of graphic development our clients expect and deserve.  Our graphical designers will use branding elements and imagery supplied by the client in creating the look and feel of your website, newsletter or banner advertisement.

8. Photography, Scanning and / or CD Burning
Clients are required to provide all images as required on the website in electronic format. If images need to be scanned in our normal hourly rate will apply.

9. Page Redirection / Plug in Technology
Java Script programming necessary to complete the Clients site is included in the base price of this contract. JavaScript programming also includes page redirection based on the presence or absence of a viewer’s browser, plug-in, screen resolution and platform.

10. Macromedia Flash or E-Commerce
E-Commerce and / or Macromedia Flash are always an option to the Clients of the Developer. If chosen, the specific understanding of our arrangement will be listed in the attached quote.

11. DHTML / Real Audio/Video / QuickTime / QuickTime VR / Databases / Java Applets
Our base agreement does not contemplate using any of the above technology however is always an option for the Client. If any of the above technology is desired, the rate will be listed in the attached quote. The Client understands that this technology may not work in older browsers and some technology is not cross-browser specific.

12. Server Log Files and Analysis
This agreement contemplates Webalizer software to provide graphical, web-based server logs. The Developer will regard to helping the Client interpret log files with minimal training. The Client is aware that Comprehensive Website Stats are not possible for Full Flash Technology sites.

13. Merchant Services
If the Clients website requires the ability to accept credit cards and/or paypal, the client will need a merchant account. The Client understands that any charges necessary to secure the Merchant Account are not covered by this agreement.

14. Payment Terms / Workflow

These are the default payment terms, in the absence of any other terms relative to an individual contract then these apply in all situations.

A non-refundable minimum deposit of 45% is required to commence work.

An approval certificate is provided at various stages, this must be signed off either by email/written document or verbally approved and any/all progress payments relating to the approval certificate must be paid. Once all progress payments have been received the next step of the development is commenced, at this time all payments received are for work/development already completed and therefore become non-refundable.

It is our practise to leave a variable amount with the client until satisfaction has been achieved, at the end of the development and all parties are agreeable then the balance is invoiced, along with any "developmental creep" invoices. Once the final development invoice has been fully paid the site goes live.

Prior to "going live" and in the event that the client is not agreeable, and all attempts to remedy or rezolve the situation fail, then the remaining balance of the contract is rendered void and the parties go their seperate ways. Once the site has "gone live" it is deemed complete and full payment is expected.

All client files relevant to the development (not including proprietry code) are made available to the client with no guarantee to it's viablity once it leaves the Zartaj Web Design & Hosting Ltd/Iglu - Online Solutions Ltd Server environment.

If payment terms are offered, these will be detailed in the base agreement and offered in good faith. In the event that terms are accepted, but are not kept current, the full amount owing (including interest) will come due immediately.

In the event that Zartaj Web Design Ltd/Iglu - Online Solutions Ltd feels that their financial risk is in danger either due to a breakdown in goodwill or a change in circumstances of the client we reserve the right to cancel the payment plan/finance without notice and request the balance in full payable within 7 (seven days) of the invoice date, once it has reached this stage any further correspondence will be through solicitors with all costs incurred being payable by the client.

If payment is not made in full by the due date, we are entitled to charge you interest on the unpaid overdue balance at the rate of 5% per annum above the current overdraft rate charged by our bankers, compounding monthly on the unpaid balance owing on the first day of each month until payment in full is received by us, and we may charge you costs (including collection costs and legal costs on a solicitor-client basis) and suspend your website and/or email services until the account is paid. We reserve the right to notify Credit Agencies of the outstanding debt.

There are 3 phases to site access restriction in the event of Non Payment

Phase 1, Restriction to Admin section of the website, this means no changes can be made to the site.

Phase2, Website is restricted from being viewed publically - this means an error page will be displayed.

Phase 3, Emails and Website restrictions are fully in place with the replacement webpage being displayed directing viewers to the accounts department of Zartaj Web Design & Hosting Ltd/Iglu - Online Solutions Ltd

We reserve the right to place an "Website Unavailable, please contact Accounts for more details" or similar on the page linked to your URL in the event payment is not made in full as required.

Zartaj Web Design & Hosting Ltd/Iglu - Online Solutions Ltd reserve the right NOT to release any web or email services related to the domain name until the account has been paid in full.
 

Most frequently, problems making payment timely are the result of poor communication channels in a company's Accounting Department. If a payment delay is anticipated, please contact the Developer to discuss potential problems in advance.

Tacit acceptance and signoff on graphical layout and functionality is implied and accepted on any of the following events

Any further work requested on Graphical elements or layout will be charged at our normal hourly rate.

Payment terms are only offered while  Zartaj Web Design Ltd/Iglu - Online Solutions Ltd hold the sites files on their servers and the UDAi is held by  Zartaj Web Design Ltd/Iglu - Online Solutions Ltd  - in the event that during the payment term the UDAi is requested for any purpose then the payment option is rendered null & void and full payment is expected of the remaining account forthwith.  Zartaj Web Design Ltd/Iglu - Online Solutions Ltd reserves the right to hold the UDAi until all monies oweing relating to that UDAi are paid in cleared funds. Upon receipt of payment in full of any outstanding amounts the UDAi will be released to the Admin Address on record.

Collection costs

An 20% colllection fee is added to the outstanding amount when the account is handed to a Collection Agency - other fees as applicable are recoverable from the client as standard Collections practice.

We reserve the right to notify any persons or business in regard to the account history and conduct with the use of contracts and or emails received in the course of completing said contracts.

15. Completion Date.
The Developer and the Client must work together to complete the Web site in a timely manner for both parties to remain profitable. We agree to work expeditiously to complete this project in the minimum possible time frame.

16. Updates & definitions of terms
A MINOR update consists of any work that takes up to & including 15 minutes to complete including testing. any further amount of time taken is then charged for at our hourly rate of $110.00 + GST per hour or part thereof (excluding the initial 15 minutes). This is likely to be a change of an image or altering some text on a page - up to 100 words - any longer and the update is classed as a Major update

A MAJOR update is one where we have to assess the depth of the requested update & quote on the time requirement needed to make this change. - this is likely to be the addition of pages, alternative menu items, more than 2 images, alteration of more than 100 words on any given page.
Allowance is made within the hosting contract for 1 set of minor changes per month - these are NOT acclumulative and the timer is reset at the start of each calendar month.

17. Client Amends
The Developer understands that Clients may request significant design changes to pages that have already been built to the Client's specification. To that end, please note that our agreement does not include a provision for "significant page modification" or creation of additional pages in excess of our quote (as outlined in our quote for the client's site). If significant page modification is requested after a page has been built to the Client's specification, we must count it as an additional page.
Some examples of significant page modification at the request of the Client include:
• Developing a new table or layer structure to accommodate a substantial redesign at the Client's request
• Recreating or significantly modifying the company logo graphic at the Client's request
• Replacing more than 50% of the text to any given page at the Client's request.
• Creating a new navigation structure or changing the link graphics at the Client's request
• Significantly reconfiguring the Client's shopping cart with new product, shipping or discount calculation if an ecommerce enabled site has been selected by the Client.

18. Third Party or Client Page Modification
Some Clients will desire to independently edit or update their Web pages after completion of the site as a way to control costs and avoid the expense of a Maintenance Agreement. This is always an option for Clients of the Developer. If the Client desires this capability, it will be specifically listed in our attached quote. Note however, that if this option is selected and the Client or an agent of the Client other than the Developer attempts to update the Web site and damages the design or impairs the ability for the Web pages to display or function properly, time to repair the Web pages will be assessed at an hourly rate of $175.00. There is a one-hour minimum. In this regard, Clients are encouraged to obtain a Maintenance Agreement.

19. Search Engine Registration
The Developer will optimise the Client's Web site with the supplied titles, keywords, descriptions and text and thereafter submit the Client's Web site to Google. The Developer makes no guarantee when or where you will appear on Google or any other search Engine.

20. Assignment of Project
The Developer reserves the right to assign certain subcontractors to this project to insure the right fit for the job as well as on-time completion. The Developer warrants all work completed by subcontractors for this project.

21. Additional Expenses
Client agrees to reimburse the Developer for any critical Client requested expenses necessary for the completion of the project. Examples would be:
• Purchase of specific fonts, photography or software at the Client’s request

22. Copyrights and Trademarks
The Client represents to the Developer and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the Developer for inclusion in the Client’s Web site 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 the Developer and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.

23. Age
Clientised representative of the Client certifies that he or she is at least 18 years of age and legally capable of entering into a contractual agreement on behalf of the Client.

24. Limited Liability
The Client agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web Hosting Service, the Host Server or the Developer. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, harassment, any illegal activity, spamming, advocacy of an illegal activity, and any infringement of privacy.

The Client hereby agrees to indemnify and hold harmless the Developer from any claim resulting from the Client’s publication of material or use of those materials. It is also understood that the Developer will not publish information over the Internet that may be used by another party to harm another.

25. Indemnification
The Client agrees that it shall defend, indemnify, save and hold the Developer harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees associated with the Developer’s development of the Client’s Web site. This includes Liabilities asserted against the Developer, its subcontractors, its agents, its clients, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by the Client, its agents, employee or assigns.

The Client also agrees to defend, indemnify and hold harmless the Developer against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed over the Client’s Web site. This includes infringing on the proprietary rights of a third party, copyright infringement, and delivering any defective product or misinformation which is detrimental to another person, organization, or business

26. Laws Affecting Electronic Commerce
The Client agrees that it is responsible for complying with the laws, taxes, and tariffs related to ecommerce, and will hold harmless, protect, and defend the Developer and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client’s use of Internet electronic commerce. Client also understands that the Developer cannot provide legal advice.

27. Ownership to Web Pages and Graphics
Copyright to the finished assembled work of Web pages produced by the Developer and graphics shall be vested with the Client upon final payment for the project. This ownership is to include, design, photos, graphics and text used within the site.

28. Design Credit
The Client agrees that the Developer may put a by-line on the bottom of their index.html or main.html Web page establishing design and development credit. Client also agrees that the Web site created for the Client may be included in the Developer’s portfolio.

29. Nondisclosure
The Developer its employees and subcontractors agree that, except as directed by the Client, it will not at any time during or after the term of this Agreement disclose any Confidential Information to any person whatsoever. Likewise, the Client agrees that it will not convey any confidential information obtained about the Developer to another party.

30. Cancellation
Cancellation of the project at the request of the Client must be made by certified letter. In the event that work is postponed or cancelled at the request of the Client, the Developer will retain the original deposit. In the event this amount is not sufficient to cover the Developer for time ($225.00 per hour) and expense already invested in the project additional payment will be due. If additional payment is due, this will be billed to the Client within 10 days of notification via registered letter to stop work. Final payment will be expected within 30 days.

31. Arbitration
Any disputes in excess of $1,000 (or the maximum limit for small claims court) arising out of this Agreement shall be submitted to an Arbitrator of Zartaj Web Design and Hosting Ltd/Iglu Online Solutions Ltd’s choosing.. The Arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction thereof. The Client shall pay all arbitration and court costs, reasonable attorney’s fees and legal interest on any award or judgment in favour of the Developer

32. Severability
If any provision of this agreement or part thereof is held by a court to be unlawful, invalid, and unenforceable or in conflict with any rule of law, statute, ordinance or regulation then that provision or part thereof may be deleted, the validity and enforcement of the provisions remaining shall not be thereby affected.

33. Entire Understanding
The contract and the attached quote thereto constitute the sole agreement between the Developer and the Client regarding this project. It becomes effective only when signed by both parties. It is the spirit of this agreement that this will be a mutually beneficial arrangement for the Client and the Developer. Both parties warrant that they have read and understand the terms set forth in this agreement. This agreement shall be governed and construed in accordance with the laws of New Zealand.

34. General
Zartaj Web Design and Hosting Ltd/Iglu Online Solutions Ltd Reserves the right to change these Terms of Trade from time to time.

If Zartaj Web Design and Hosting Ltd/Iglu Online Solutions Ltd fails to enforce any terms or to exercise its rights under these terms of trade at any time, Zartaj Web Design and Hosting Ltd/Iglu Online Solutions Ltd has not waived those rights

If any provision of these terms of trade is held to be invalid or unenforceable for any reason, the remaining provisions shall remain in full force and effect and the parties shall adjust their respective rights and obligations in accordance with the spirit and intent of the parties as shown by these terms of trade

This agreement is governed by the laws of New Zealand and any dispute under it shall be subject to the exclusive jurisdiction of the Courts of New Zealand

These Terms and Conditions are subject to change at any time without notice