Standard Terms of Service
Our Project Terms cover web design project's and are additional to these standard terms.
Standard Terms of service
Essentee's relationships with our clients are built on trust. We will operate in a professional, fair and reasonable manner at all times. To avoid misunderstandings and ensure the best possible outcome, clients undertaking web consulting or related services with Essentee are agreeing to our Standard Terms of Service described below.
- "Essentee" shall mean Essentee Ltd or any agents or employees of Essentee Ltd.
- "The Client" shall mean the client or any person acting on behalf of the client or any person purchasing services from Essentee.
- "Services" shall mean all services and advice provided by Essentee to The Client and shall include web design and development work, site management, content management, site hosting, analysis, general consulting and advice.
- "Hosting" – a service where space on a server is made available for use by the client.
- "Price" - the cost of the services as agreed between Essentee and the client, subject to Clause 3 of these terms and conditions.
- "Project" – activities undertaken as part of, or contributing to, the delivery of services that has predetermined and agreed parameters such as costs, time frames and deliverables.
- "Publish" – a process by which a website is made publicly available via the internet.
- "Search Engines" – internet search services and functionality, and the organisations associated with provision of these services.
- "Website" – a collection of web pages and other digital assets.
- "Proposal" – a documented outline of The Client's requirements for a specified service, how they will be met, an estimate of costs and timeframes and information about Essentee services relevant to The Client.
2.1 Any instructions received and confirmed in writing by Essentee from The Client for the supply of services shall constitute a binding contract between the parties, and acceptance of these terms.
2.2 Essentee reserves the right to change or modify these Terms of service at any time. The Client will be informed of revisions as and when they are issued and affect The Client. This sub-clause 2.2 does not apply to a Project forming part of any accepted Proposal.
2.3 The Client may order variations to the Services in writing or may request Essentee to submit proposals for variation to the Services.
3.1 The price for services including consulting, search engine optimisation, and site assessments will be advised in writing at the time the services are requested by The Client.
3.2 All prices published or estimated shall be exclusive of Goods and Services Tax unless specifically stated to the contrary.
3.3 Fees for consulting services are due 14 days from the date of the invoice ("the due date") unless otherwise agreed.
3.4 Fees for monthly services will be invoiced on the 1st of that month and are due 14 days from the date of the invoice ("the due date") unless otherwise agreed.
4.1 The Client will promptly pay for the Services as agreed. All payments must be in New Zealand dollars.
4.2 If full payment for the services has not been received by the due date, or The Client indicates by action or behaviour that the account will not be paid by the due date, the Client's account will be considered "in default".
4.3 When an account is in default, Essentee reserves the right to suspend services or withdraw from ongoing work for The Client until such time that all monies, including interest and charges where applicable, are paid.
4.4 By suspending or withdrawing services Essentee does not remove The Clients obligation to pay any outstanding monies owing.
4.5 Accounts in default may be subject to interest on any amount owing after the due date at the rate of 2.5% per month or part month.
4.6 Any expenses, disbursements and legal costs incurred by Essentee in the enforcement of any rights contained in these terms shall be paid by The Client, including solicitor's fees (on a solicitor-client basis) and any debt collection agency fees.
5. Use Of Services
5.1 Essentee may assign The Client one or more username 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 Client to ensure that these details are kept secure. Essentee is not responsible for any content modification or loss caused by the authorised or unauthorised use of these usernames and passwords.
5.2 Essentee does not guarantee listings on search engines and The Client accepts that it is the Search Engines who determine who they list, and where and how an organisation appears on those lists. The Client further understands there is no guaranteed placement or rank on the Search Engines and that a new website may not even appear on Search Engine results at all. Essentee does not control Search Engine algorithms and large shifts in ranking are natural, regular and can occur at any time.
5.3.1 The client must not use any Essentee service (including by supplying information to Essentee for use or publication in the course of Essentee providing the Services) to:
- Violate copyright or other intellectual property rights.
- Conduct any illegal activity.
- Transmit threatening, obscene or offensive materials.
- Publish abusive or aggressive language and sentiments.
- Publish objectionable language or expressions of bigotry, racism or hatred.
- Transmit spam including unsolicited and/or bulk email.
- Introduce harmful or destructive devices such as viruses, worms, or other malicious code.
- Create false or incorrect content for the purposes of misleading others.
- Publish defamatory material
- Otherwise create a liability or liabilities for Essentee to any person or entity or any persons or entities whether knowingly or unknowingly.
5.3.2 The Client hereby indemnifies Essentee as a continuing indemnity against any liability, claims damages or costs howsoever arising from the actions of or omissions of the client or its servants or agents under this agreement.
5.3.3 Essentee expressly reserves the right to immediately and without notice suspend or withdraw any service which Essentee in its sole and absolute discretion considers a breach of this acceptable use policy.
5.3.4 The publication of any such material referred to or covered in this clause by The Client shall constitute a breach or breaches of The Clients obligations to Essentee under this agreement.
6 Corruption Of Systems
6.1 The Client will take due care to ensure that website or email data is free of any computer virus or malicious code and will not, in any way, corrupt the data or systems of any person.
6.3.2 Essentee accepts no responsibility for any claims whether from the client and/or from third parties arising under this clause.
7. Delivery Of Services
7.1 Essentee will exercise the degree of skill, care and diligence normally expected of a competent professional and warrants delivery of services and work in accordance with specifications previously agreed with The Client.
7.2 The Client shall give Essentee reasonable access to their offices, employees and representatives, information and other items as required by Essentee 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.
7.3 The Client is to supply any materials and information required for Essentee to deliver the service in accordance with an agreed specification. Where The Clients failure to supply such materials or information leads to a delay in the delivery of services, Essentee has the right to extend previously agreed deadlines by a reasonable amount. Where The Clients failure to provide material or information prevents progress, Essentee reserves the right to consider the work in default and to invoice The Client for any part or parts of work already completed.
7.4 On completion of specified phases of work as agreed, The Client will be notified and have the opportunity to review it. The Client should notify Essentee, in writing, of any unsatisfactory points within two weeks of receipt of such notification. Any work which has not been reported in writing to Essentee as unsatisfactory within the two-week review 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.
7.5 If The Client rejects work within the two-week review period and will not approve subsequent work performed by Essentee to remedy any points reported by The Client as unsatisfactory, and Essentee considers that The Client is unreasonable in their repeated rejection of work, the agreement will be deemed to have expired and Essentee may take any legal measures to recover both payment for completed work and reasonable expenses incurred in recovering payment.
7.6 Either party may suspend all or part of agreed Services by providing notice in writing. On receiving notification from The Client, Essentee shall immediately make arrangements to stop delivery of Services and minimise further expenditure. Suspension or termination shall not prejudice or affect the accrued rights or claims and liabilities of the Parties.
8. Intellectual Property
8.1 Offers and proposals made by Essentee 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 to third parties or publicly disseminated without prior written authorisation by Essentee. This includes, but is not limited to, technical features, functionality, aspects of the design or pricing information.
8.2 Mutual Confidentiality Obligations
8.2.1 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.
8.2.2 Both parties agree not to disclose any of the confidential information of the other to third parties without express written authority of the other.
8.3 The Client shall obtain all the necessary permissions and authorities in respect of the use of all copy, images, domain names, company logos, names and trademarks or any other material it supplies to Essentee. The Client warrants that the inclusion of such material in any work would not constitute a breach of any intellectual property or other proprietary rights including any criminal offence.
9.1 Essentee provides no warranty that the Services provided will be uninterrupted or error free, or that the Services will meet The Client requirements other than as expressly agreed.
9.2 Essentee takes no responsibility for services provided to The Client by third parties through Essentee or otherwise, including the Hosting of The Clients website, however Essentee will endeavour to ensure that downtime is kept to a minimum.
9.3 Events outside the control of Essentee 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 Essentee. In these cases Essentee will make all reasonable endeavours to work with external suppliers in order to resume the Services as soon as reasonably practicable.
9.4 Maintenance and Correction of Errors
9.4.1 Essentee takes no responsibility for maintenance of client websites unless a specific agreement is in place.
9.4.2 Errors (both technical and typographical) attributable to and notified to Essentee will be corrected free of charge.
9.4.3 Essentee is under no obligation to correct errors for which Essentee is not responsible, including, but not limited to malicious modification of a website by a third party and typographical errors contained in materials provided to Essentee by The Client.
9.4.4 Should Essentee agree to a request by The Client to assist with resolution of errors under 9.4.3, Essentee reserves the right to charge a reasonable fee for this service but on the basis that Essentee makes no guarantee that such assistance will result in the errors being rectified.
9.5 From time to time Essentee may monitor The Client's use of the Services to ensure that the Services are performing correctly and as agreed.
9.6.1 Essentee 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 Essentee may have been notified of such damage or claims.
9.6.2 Essentee shall not be liable to the client for any loss or damage directly or indirectly arising out of or in connection with any delay in delivery of services or failure to perform its obligations under these terms 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.
9.6.3 If, despite the other provisions of this agreement, Essentee is found to be liable then its liability for any single event or series of related events is limited to the Fees payable to The Client for services rendered by Essentee under this agreement.
9.7 Essentee shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control and/or is caused by the client directly or indirectly.
9.8 Failure by Essentee to enforce any of the terms and conditions contained in this agreement shall not be deemed to be a waiver of any of the rights or obligations Essentee has under these terms.
10. Applicable Law
10.1 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.
10.2 The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the client acquires goods or services from Essentee for the purposes of a business in terms of section 2 and 43 of that Act.
10.3 It is The Clients responsibility to use the Services in a manner that does not violate any applicable laws or regulations.
11.1 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, agreements or ancillary application forms or such other address as such party may from time to time have communicated to the other.
11.2 If 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.
Additional Project Terms
Project Proposals may include additional terms relevant to that project. See a copy of our standard Website Project Terms.