Terms & Conditions

Activate Design Limited Terms & Conditions

Whereas the client has accepted in writing any quote or proposal prepared by Activate Design for the supply of web and or multimedia services to the client, both parties now agree to be bound by the following terms and conditions.

  1. Background
    This agreement applies to the provision of all web design, web development, online promotion, email and multimedia services ordered by the client from Activate Design.
  2. Definitions
    In this agreement the terms listed below will have the following meanings;
    1. “The Client” means any person, company, partnership, sole trader, organisation or body corporate at whose request Activate Design agrees to provide services.
    2. “Activate Design” means Activate Design Limited, having their registered offices at 336 Durham Street, Christchurch 8013. New Zealand.
    3. “The Agreement” means the contract to supply services between Activate Design and the Client.
    4. “Order” and “Order Form” means any digital or printed document completed by the client authorising Activate Design to commence supply of the services and will specifically include Client authorisations received by email and post.
    5. “Web site design services”, “Web site design project" and “Web Development Services” means any service provided in relation to design visuals, HTML coding, programming, coding, scripting and development, web design consultancy and web project management, and applies to both existing websites and those about to be constructed by Activate Design.
    6. “Web Development Proposal” is the proposal document outlining the specific web and multimedia products and services to be supplied to the Client, as prepared by Activate Design in response to the Client’s request for the proposal.
    7. “Request for Proposal” is any verbal or written request made by the Client to Activate Design to prepare a proposal outlining the specific web or multimedia products and services Activate Design can provide to the client.
    8. “Deliverables” are the outputs of the web and or multimedia services or products to be supplied under this agreement and as specified in the order form, and shall include but are not limited to, all designs, graphics, video, coding and page layouts.
    9. “Sign Off” is written or verbal acceptance by the Client that a deliverable is satisfactory and complete.
  3. Relationship of the Parties
    The parties agree that no partnership, joint venture or employment relationship is intended or implied by this Agreement.
  4. Client consent to receive electronic messages from Activate Design
    The client agrees to receive electronic messages from Activate Design regarding their website, and consents to receive electronic commercial messages from Activate Design regarding Activate Design’s products, services and latest company news. In compliance with the Unsolicited Electronic Messages Act 2007 Activate Design will not send messages to the Client should the Client specifically opt out of receiving electronic messages from Activate Design.
  5. Commencement of Services
    Activate Design will commence supply of the web or multimedia services as specified in the order only after receipt of the following:
    1. written confirmation of the order by the Client; and
    2. payment by the client of the deposit payment; and
    3. any documentation such as, but not limited to, the design brief, artwork, content or source files as requested by Activate Design
  6. Obligations As the successful delivery of the web or multimedia project depends on both parties fulfilling their obligations, the Client and Activate Design agree to the following:
    1. Activate Design Obligations
      Activate Design undertakes to provide web and multimedia services in a fair and reasonable manner at all times, and will endeavor to build and maintain a good working relationship with the Client. Activate Design also agrees:
      1. To use best practice web and multimedia design and project management procedures
      2. To prepare and supply to the client, design proofs for the client to review and approve
      3. To prepare the website page templates based on the visual design approved by the client
      4. To prepare the functional aspects of the website based on the specifications in the web development proposal that have been ordered in writing by the client, agreed to verbally or approved online
      5. To set up the website hosting account if hosting has been ordered
      6. To register any domain name(s) requested by the Client in a timely manner
      7. To provide the client with regular updates throughout the project’s life cycle
      8. To make the client fully aware of any issues or obligations that need to be attended to by the Client
      9. To coordinate the live release of the website onto the world wide web
      10. To provide support to the Client in terms of familiarisation with the Content Management System if this functionality has been ordered by the client
      11.  
      12. To respond quickly to the Client’s requests for information
    2. Client Obligations
      Throughout the web or multimedia project life cycle, the client agrees to the following obligations:
      1. To ensure that any of its employees or agents acting on its behalf are fully authorised by the Client to instruct Activate Design
      2. To provide contents for the website or multimedia presentation within the timeframes specified by Activate Design
      3. To sign off the website or multimedia deliverables including but not limited to; initial design visuals, page layouts, content, and functionality, in a timely manner prior to the live release of the website
      4. To inform Activate Design of any issues in relation to the project that may impact on the delivery of the project
      5. To respond to requests for information or clarification from Activate Design in a timely manner
  7. Testing and sign off
    Throughout the web or multimedia project life cycle, Activate Design will request that the Client tests and approves each deliverable. If the Client is not satisfied with a deliverable, Activate Design will make the necessary changes and will ask the Client to re-test the deliverable. This process will continue until the relevant deliverable is accepted by the Client, provided that the functionality of the deliverable is as per the original specification. If during the project life cycle the Client requests additional or changed functionality and/or content from the deliverables outlined in the order or web development proposal, Activate Design will provide a time and materials quote which will be in addition to the cost of the web design project.
  8. Copyright & Intellectual Property
    The placing of an order by the Client constitutes a guarantee that all necessary authority and permissions have been obtained by the Client in respect of the artwork and content supplied to Activate Design, and the Client will indemnify Activate Design against any legal proceedings that may arise due to any breach of Copyright caused by the publication of any Copyrighted material. The Copyright for all custom built material provided by Activate Design, including HTML code, graphics, photographs and text, will remain the property of Activate Design until such time as Activate Design receives full payment for the web design service, whereupon they will become the property of the Client. Activate Design will provide appropriate source code licenses for any Deliverables that fall within the category of third party licensed intellectual property. The parties acknowledge that Activate Design may replicate all web development techniques and program code used in the creation of the web site developed for the Client.
  9. Multimedia Content & Copyright Obligations
    It is the client’s sole responsibility to obtain the necessary copyright to any multimedia content it supplies to Activate Design for use within the client’s web and/or multimedia projects. In the event that the client provides such content and has failed to obtain the necessary copyrights, the client will indemnify Activate Design and Activate Design’s suppliers against any claims of copyright or trademark infringement.
  10. Payment Terms
    1. For all website development and multimedia orders a 50% non-refundable deposit of the base development cost is due.
    2. Should the web or multimedia project’s life cycle extend beyond 60 days, Activate Design will be entitled to invoice the Client progress payments.
    3. Payment of all remaining development costs will be due in full within 7 days of the Client approving the web or multimedia project.
    4. Activate Design will only put the final website live once all web design and development costs are paid in full.
    5. Once full and final payment is received Activate Design will put the website live within 1 working day.
    6. If the Client withholds information necessary for the completion of the web or multimedia project, the project is then deemed payable in full after 40 working days from the date Activate Design commenced working on the project.
    7. Activate Design reserves the right to charge interest on any overdue amount at the current overdraft rate charged by the Bank of New Zealand (as varied from time to time) and calculated on a daily basis from the due date until payment is received in full by Activate Design, including after any court judgment or order.
    8. The Client will pay all debt collection costs incurred by Activate Design for recovery of any overdue amount, including legal costs as between solicitor and client and disbursements.
  11. Pricing
    Activate Design reserves the right to modify its hourly charge out rate at any time and without notice to the client. Any services requested by the client and quoted at the previous rate will be provided at the hourly rate quoted, but any subsequent request will be subject to the fees increase.
  12. Right to withhold services due to overdue accounts
    In the event that the client has an overdue account with Activate Design, Activate Design will be entitled to withhold provision of any web design services it would otherwise be obligated to provide under this agreement, until such time as the accounts are paid in full. Activate Design may choose at its sole discretion; to continue to provide web services on the receipt of part payment of any accounts.
  13. Goods and Services Tax (GST)
    GST is payable only by those persons having their residence in New Zealand.
  14. Website Maintenance
    Activate Design does not undertake to continue to maintain or update the client’s website once the project is completed and the site is live. Any requests for site updates or modifications made after the site has gone live will be charged for on a time and cost basis as per Activate Design’s normal hourly rates.
  15. Website Promotion & SEO Services
    As part of all website development projects, Activate Design will undertake an entry level of Search Engine Optimisation. This includes adding Meta Titles and relevant headings to each page of the Client’s website only. Activate Design will not undertake any website promotion or further search engine optimisation of the client’s website, unless these services have been requested in writing by the client and included in the website order form as an additional service.
  16. Cancellation Policy
    Either party may terminate the agreement on 7 working days' written notice to the other party. In the event that Activate Design has undertaken work for the client prior to receipt of written cancellation the client will be liable for any hours worked in the provision of website design services on a time and cost basis at Activate Design’s normal hourly rates. Activate Design reserves the right to immediately cease providing services to the client and to terminate this contract should the Client go into liquidation or bankruptcy.
  17. Suspension of Services
    Activate Design reserves the right to suspend services if web site hosting invoices are over three months overdue.
  18. Assignment and Delegation
    Activate Design may assign or transfer their rights and responsibilities under this contract to another party. They may also subcontract the performance of any of their responsibilities under this contract to another party.
  19. Guarantees & Warranties
    In the event that the client is dissatisfied with the design of their website they must inform Activate Design in writing of the specific issues or complaints they have in regard to the website or web design services provided. Activate Design will review the issues and at Activate Design’s sole discretion may agree to provide a full or partial refund of monies paid or agree to a set amount of additional work as a remedy. Under no circumstances will the client ever be entitled to a refund on monies paid out by Activate Design on behalf of the client for stock photography, software, online transaction processing solutions, domain name registrations, and web site hosting services. Activate Design will provide the client with a 90 day warranty against any bugs or errors, and will undertake to correct any errors introduced to the site by Activate Design including copy errors, and will also undertake to correct any software or coding bugs that have not been caused directly by the client. Any errors that have been caused directly by the client may at Activate Design’s discretion incur a charge to remedy.
  20. Liabilities
    The Client agrees that Activate Design 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 Activate Design may have been notified of such damage or claims. Activate Design shall not be liable for any loss or damage arising directly or indirectly out of delay in the supply of the deliverables or failure to perform its obligations under this agreement where the 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 their control. The Client agrees to indemnify Activate Design against any false advertising claims, liability claims for products or services sold by the Client, claims for patent, copyright or trademark infringement, claims due to disruption or malfunction of services provided by Activate Design to the Client under this agreement, claims related to any malfunction of the Website/Software or Internet, or for any content submitted by the Client for publication by Activate Design. Activate Design is not required to screen customer material submitted to it for publication, and Activate Design’s publication of material submitted by the Client does not create any express or implied approval by Activate Design of such material, nor does it indicate that such material complies with the terms of this agreement. All material submitted by the Client for publication will be considered publicly accessible unless restricted access to the information is specifically requested in writing by the client.
  21. Applicable law
    This agreement shall be interpreted in accordance with the laws of New Zealand. Should the Client acquire services from Activate Design for personal, domestic or household use, The Consumer Guarantees Act 1993 may apply. If the Consumer Guarantees Act 1993 applies, all rights the Client may have under it apply in addition to the rights they may have in this agreement. Nothing in this agreement will limit or exclude their rights under the Consumer Guarantees Act 1993. If the Client acquires the services for the purpose of a business, they agree that the provisions of the Consumers Guarantee Act 1993 do not apply to the service provided.
  22. Severability
    In the event that any one or more of the provisions of this agreement shall be held to be invalid, illegal or unenforceable; the remaining provisions of this agreement shall not be void for this reason alone. The invalid, illegal, or unenforceable provision shall be replaced by a mutually acceptable provision which reflects the original intention of the parties.