If required, for all future Online Services, Coaching and Support provided in addition to this contract shall be invoiced at the agreed per hour + GST rate.
No additional purchases shall be charged to the purchaser without prior consent. These may relate to activities including but not limited to sign writing, logo design, etc.
Failure to make payment by the due date may incur a 20% per annum penalty on your account.
If you fail to make payment within 1 month we may lodge your debt on a debt register and take the necessary actions to recover the debt. If you choose to make payment on the outstanding amounts, all costs we may have incurred to recover the debt will be added to your outstanding amount.
Until satisfactory full and final settlement of all invoices pertaining to this assignment is received, all administration rights and the associated infrastructure created remains the property of Net Branding Ltd. Net Branding is also entitled to remove the digital infrastructure from the internet.
Should the company default in payment of the invoice, the company directors shall immediately become personally liable for payment of any outstanding current and future invoices.
Our hourly rate can be modified with a 2-month notice period.
All prices published or estimated shall be exclusive of Goods and Services Tax unless specifically stated to the contrary.
All deposits and amounts paid are not refundable to the purchaser by Net Branding.
Responsibilities of the Supplier
Commitment to Privacy
We will never sell your personal information to any other company. However, should Net Branding Ltd be sold, then the information will pass under the normal terms and conditions of such a transaction.
In the event of a criminal investigation or a suspected illegal activity, we may be required by law enforcement agencies to share certain personal information.
Net Branding Limited assumes no liability for the ongoing existence or functioning of any of the products / tools utilized for or during the creation of the online infrastructure.
All website hosting if applicable is outsourced to a dedicated hosting provider. Net Branding assumes no liability over the security or ongoing operations of the hosted environment.
Whilst Net Branding provides best endeavours to maintain the functionality, security of the site and online profiles, Net Branding assumes no liability for any rogue hacks or security breaches on any of the platforms supported or created.
Net Branding assumes no responsibility in relation to the ongoing use of the infrastructure created and the associated return on investment.
Net Branding reserves the right to change or modify these Terms of Service at any time.
The Purchaser shall give Net Branding Ltd reasonable access to their office, employees and representatives, information and other items as required by Net Branding to deliver services. Any increase in time spent as a result of access being denied or delayed may result in an increase in the cost of services.
On completion of specified phases of work, as agreed, the Purchaser will be notified and have the opportunity to review it. The Purchaser should notify Net Branding Ltd, in writing, of any unsatisfactory points within one week of receipt of such notification. Any work which has not been reported in writing to Net Branding as unsatisfactory within the one-week period will be deemed to have been approved. Should a particular phase not be approved by the client within 20 working days of handover acceptance is implied. Once approved, or deemed approved, work cannot subsequently be rejected and will be deemed to have been completed and any associated invoices will become due.
Responsibilities of the Purchaser
You agree to the following:
(a) to provide us with correct contact details, and to keep them up-to-date;
(b) to keep your private access details (usernames and passwords) confidential;
(c) to provide us with content (including pictures, links, and text) that does not infringe any copyright, trademark, patent, common law, or rights of others;
(d) you confirm that you are legally entitled to represent the organization and have the authority to action this project;
(e) where the party involved is a company, the directors of the company personally guarantee the companies obligations under the terms of trade;
(f) any instructions received and confirmed in writing by Net Branding Ltd from The Purchaser for the supply of services shall constitute a binding contract between the parties and an acceptance of these terms;
(g) any disbursements owing to third-party services and the cancellation thereof is your responsibility upon conclusion of the contract period. For example, but not limited to, Google Advertising and Facebook Advertising.
(h) promptly pay for the services as agreed. All payments must be in New Zealand dollars.
The Purchaser must notify the Supplier within 2 working days, in writing if they become aware of any products and services which do not conform to their expected standards.
On completion of specified phases of work, as agreed, the Purchaser will be notified and have the opportunity to review it. The Purchaser should notify Net Branding Ltd, in writing, of any unsatisfactory points within one week of receipt of such notification. Any work which has not been reported in writing to Net Branding as unsatisfactory within the one-week period will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected and will be deemed to have been completed and any associated invoices will become due.
Net Branding Limited assumes no responsibility for information published on any internet site and disclaims all liability in respect of such information. If the proposed website stores sensitive and private information, the purchaser warrants that all client testing date provided shall be in a substantial and complete form. Net Branding assumes no responsibility for the breach of any such information. Net Branding Limited is not liable for any injury and/or damage to persons or property as a result of any actual or alleged libellous statements, infringements of intellectual property or privacy rights, or product liability, whether resulting from negligence or otherwise, including without limitation, from any use or operation of any ideas, instructions, procedures, products or methods contained in the material published on any existing or created electronic site. Net Branding is not liable for any perceived or real financial losses in relation to your online presence. Net Branding Limited does not warrant that the information published on any electronic site is accurate or free from error. You agree to accept the application of New Zealand law to govern matters between Net Branding Limited and yourself.
If despite the other provisions of this agreement, Net Branding is found to be liable then its liability for any single event or series of related events is limited to the fees payable (over the last two months) to The Purchaser for services rendered by Net Branding under this agreement. This period will be established when a formal notice is made to the registered office of Net Branding.
Failure by Net Branding to enforce any of the terms and conditions contained in this agreement shall not be deemed to be a waiver of all the rights or obligations Net Branding has under these terms.
Net Branding, and any representative thereof, reserves the right to remove themselves from any project or client site should they become aware of anything that is in conflict with our philosophies, core values and principles. This could include but is not limited to, content, website targeting and persons representing a company (whether employed, contracted or supporting). Any financial warrants and statements as per the Terms and Conditions remain.
Duration of Agreement
At the end of the initial period, the Agreement will continue if (and only if) ongoing services are required. These shall remain in force until terminated by either Party, in writing, giving not less than 2 month’s written notice to the other party.
On the basis that all outstanding invoices have been settled in full, the Purchaser shall obtain ownership of all materials and resources produced during the course of this agreement e.g. the website, photographs, video.
When an account is in default, Net Branding Ltd reserves the right to suspend services or withdraw from ongoing work for The Purchaser until such time as all monies, including interest and charges where applicable, are paid.
By suspending or withdrawing services, Net Branding Ltd does not remove The Purchaser’s obligation to pay any outstanding monies owing. However, should a customer not pay for the services within 60 days of due date, the product created / service can be onsold to recover costs. Should a non disclosure agreement be applicable. This non-disclosure agreement is void if all invoices have not been settled.
Appendix 1 (Typical information required as appropriate)
• Information required at commencement of work:
• Contact details
• Postal address
• Email address
• Physical address
• Website details
• JPEG files of all logos.
• Access to images available for us.
• CV for the LinkedIn Profiles.
• A few additional pictures e.g. location, office, profile of yourself.
• A few thoughts around what words you would think of when describing how people may search for your services.
• Providing recommended content for Blog Pages and Articles
• Images | Pictures for blog
• Facebook login details
• Twitter login details
• LinkedIn login details.
• YouTube login details if appropriate
• Details of all personal details including, names, emails, social media accounts, summary descriptions, addresses, experience
Use of Services
Net Branding does not guarantee listings on search engines and the Purchaser accepts that it is the Search Engines which determine what is listed, and where and how an organisation appears on those lists. The Purchaser further understands there is no guaranteed placement or ranking on the Search Engines and that a new website may not even appear on Search Engine results at all. Net Branding does not control Search Engine Algorithms and shifts in ranking are natural, regular and can occur at any time.
Net Branding shall assign the Purchaser one or more username(s) and password to access services. These usernames and passwords are confidential and must not be revealed to unauthorised users. It is the responsibility of the Purchaser to ensure that these details are kept secure. Net Branding is not responsible for any content modification or loss caused by the authorised or unauthorised use of these usernames and passwords.
Corruptions of Systems
Net Branding Ltd is shall have no liability to the Purchaser should an intruder gain access to the website or any social media or online presence (hacking).
The Purchaser shall take due care and responsibility to ensure that the website, uploads or email data is free of any computer virus or malicious code and will not, in any way, corrupt the data or systems.
Offers and proposals made by Net Branding to potential clients are to be treated as commercially sensitive and confidential information. Such offers and proposals, or the information contained within them, must not be passed, in part or full, to third parties or publicly disseminated without the written authorisation of Net Branding. This includes, but is not limited to, methodology, tools used, technical features, functionality, and aspects of the website structure or pricing information.
Mutual confidentiality obligations
- Information that will be kept confidential includes offers and proposals, technical features, intellectual property, know-how, trade secrets, pricing information, business methods, systems, processes, business and financing transactions, client information or any other information of commercial value or utility.
- Both parties agree not to disclose any of the confidential information of the other to third parties without express written authority of the other.
The Purchaser shall obtain all the necessary permissions and authorities in respect of the use of all copies, images, domain names, company logos, names and trademarks or any other material it supplies to Net Branding Ltd. The Purchaser warrants that the inclusion of such material in any work will not constitute a breach of intellectual property or other proprietary rights including any criminal offence.
Net Branding provides no warranty that the services provided will be uninterrupted or error free, or that the services will meet the Purchaser’s requirements other than as expressly agreed.
Net Branding takes no responsibility for services provided to the Purchaser by third parties through Net Branding or otherwise, including the Hosting of the Purchaser’s website.
The Net Branding directors are not personally responsible or liable for any claims that may arise from this agreement.
Events outside the control of Net Branding may cause suspension of services. These events include the failure of one or more internet devices or network circuits belonging to other network providers beyond the control of Net Branding. In these situations, Net Branding will make all reasonable endeavours to work with external suppliers in order to resume the Services as soon as reasonable practicable.
Maintenance and Correction of Errors
- Net Branding takes no responsibility for maintenance of client websites unless a specific agreement is in place or ongoing Net Branding services are utilised..
- Errors (both technical and typographical) attributable to and notified to Net Branding will be corrected within a reasonable timeframe.
- Net Branding is under no obligation to correct errors for which Net Branding is not responsible including but not limited to malicious modification of a website by a third party or a typographical error contained in materials provided to Net Branding by the Purchaser.
- Should Net Branding agree to a request by the Purchaser to assist with resolution of errors, Net Branding reserves the right to charge a reasonable fee for this service but on the basis that Net Branding makes no guarantee that such assistance will result in the errors being rectified.
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.
The guarantees contained in the Consumer Guarantees Act 1993 are excluded where The Purchaser acquires goods and services from Net Branding for the purpose of business in terms of Section 2 and 43 of that Act.
Any notice including acceptance shall be given in writing and may be given by one party to the other by either email or recorded postal delivery to the address of the other person as appearing in previous correspondence, agreement or ancillary application forms or such other addresses as such party may from time to time have communicated to the other.
Notice sent by email shall, unless the contrary is proved, be deemed to be received on the day it was sent or if sent by recorded delivery shall be deemed to be received two days following the date of posting.
Your agreement to these terms and conditions are confirmed upon your acceptance of any project, scope of work or assignment document.
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