Meta Digital Limited 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 agree to certain contractual aspects in order to protect both parties. By undertaking a project with Meta Digital, you are agreeing to the following terms and conditions.
1. 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.
2. Project Process
Meta Digital cannot always guarantee to start work immediately on a project but will arrange a date with the Client as to when work can commence.
The project will be run according to Meta Digital‘s Project Process. A simple guide to this process can be found at Website Design Process.
If Meta Digital has produced a Proposal document for the project then we will commence work at once, provided you supply us with:
- Final data, information, logos, designs, graphic and related materials to be incorporated into the Website solution ready for publication, prior to the Project Kickoff Meeting. Any further material supplied at a later date may incur an additional charge.
- Pay the Deposit prior to the Project Kickoff Meeting
- Where applicable comply with all the terms of the Website hosting agreement
- Should you decide to make design changes once the concept has been signed off, Meta Digital may quote for an additional charge.
During the Website Development Process Meta Digital may at intervals place versions of the Client’s Website on one of Meta Digital’s demonstration servers so that the Client may view and comment upon the Website’s progress, and approve design concepts and prototypes.
When both Meta Digital and the Client agree that the Website meets the criteria agreed during the project scoping process, Meta Digital will invoice the Client for the remainder of the amount due for the project. At Meta Digital’s discretion, Meta Digital may choose to delay publishing some Clients websites until full payment for the project has been received.
3. Acceptance Testing
You will conduct the acceptance tests on the deliverables within 2 weeks of installation to ensure that they perform in accordance with the Proposal. If a deliverable does not pass the acceptance test, we will correct the failure. You will then repeat the acceptance test. Such processes shall continue until the relevant deliverable passes the acceptance test.
If during the project process you request additional or changed functionality/content from the deliverables outlined in the specification or Proposal, then Meta Digital will provide a time plus materials quote which will be in addition to the cost of the Website project.
The Website will be designed and tested to operate on current versions of mainstream PC and Mac Web browsers including those made by Apple (Safari), Google (Chrome), Microsoft (EDGE), Mozilla and Firefox. Additionally, the Website will be tested on mainstream mobile devices including iOS; Safari, Chrome; Android 4: Chrome and Firefox.
All material, both text and images, supplied by the Client and used in the construction of the Client’s Website, will remain the Client’s property. All such material will be assumed to be the property of the Client and free to use without fear of breach of copyright laws.
The copyright for all material provided by Meta Digital, such as HTML code, graphics, photographs and text, but excluding software code, will remain the property of Meta Digital until such time as Meta Digital receives full payment, whereupon they will become the property of the Client.
All software code provided as a part of the Website will remain at all times the property of Meta Digital. The Client will be granted a single use, single site, source code license to the software code. The Client may not sell or redistribute the software code. The Client may not use the software code in more than one installation. The Client will be given access to the source code and may take the code to another developer for purposes of maintaining or extending the system.
Meta Digital reserves the right to display and link to your project as part of our marketing and promotion including portfolio and to write about it on websites, magazine articles and in books.
The parties acknowledge that Meta Digital may accept jobs from other clients to develop solutions with the same or similar functionality to the Clients Website solution, and that Meta Digital may replicate and reuse techniques, structures and modules of program code used in the creation of the Website solution.
All prices are quoted exclusive of GST. GST is payable by New Zealand residents, this cost does not apply to overseas orders.
6. Terms of Payment
An invoice for 30% of the price for the project will be provided on Acceptance of the Proposal. This invoice must be paid before the project can commence.
A progress invoice for 30% of the estimated price for the project will be provided after one calendar month. This invoice must be paid prior to continued work on your project.
A second progress invoice for 30% of the estimated price for the project will be provided after two calendar months. This invoice must be paid prior to continued work on your project
Once the project is complete and approved by the Client, the final invoice for the remaining 10% or outstanding balance for the project (including any changes, variations or project expenses) will be provided.
Payment shall be made within 14 days of the date of issue of the invoice unless otherwise arranged.
If we are forced to hand your account over to a debt collection agency for collection you will be liable for any collection costs incurred.
Meta Digital provides maintenance services for its Clients; however any maintenance or updates are outside the scope of the design project. Should technical support be required, normal business hours phone support is available on +64 3 963 3739.
The best insurance option for unforeseen hacks, security updates, system upgrades, version upgrades, and general maintenance is our Website Care Plan which includes a wide range of services for a single monthly fee. In the absence of a maintenance plan, when updates are required, Meta Digital will provide time and materials based quotes for this work. If a Website development agreement has been signed then clauses relating to support services will be applicable.
8. Validity of the Agreement
Either party may terminate the agreement on 7 working days’ written notice to the other party. Meta Digital reserves the right to cease immediately without liability to provide the service and to terminate this agreement if you should go into liquidation or bankruptcy, or if you fail to meet any obligation in accordance with this agreement.
If at any point during the Website Development Process a Client wishes to cancel, they may do so but will be invoiced an amount that Meta Digital judges to be proportional to the amount of work completed on the project.
If the total amount of work completed equals less than the 30% deposit paid by the Client, Meta Digital will refund the portion of payment not used. If the total amount of work completed is more than the first 30% invoiced, Meta Digital has the right to invoice the extra hours completed.
9. Assignment and Delegation
We may assign or transfer our rights and responsibilities under this contract to another party. We may also subcontract the performance of any of our responsibilities under this contract to another party.
You may not assign or transfer any of your rights or responsibilities under this contract to anyone else without our prior written consent.
Neither party will be liable to the other for any indirect or consequential damages, including but not limited to, loss of profits or for any claim made on a party by any third party.
Neither party will be liable to the other 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.
You agree 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 (including malfunction of Website/Software or Internet), or for any content submitted by you for publication by us.
If, despite the other provisions of this agreement, Meta Digital is found to be liable to you then its liability for any single event or series of related events is limited to the total fees payable to us under this contract.
Due to the public nature of the Internet, all material submitted by you for publication will be considered publicly accessible. Meta Digital does not screen in advance customer material submitted to Meta Digital for publication. Meta Digital’s publication of material submitted by customers does not create any express or implied approval by Meta Digital of such material, nor does it indicate that such material complies with the terms of this agreement.
11. 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.
12. 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.