Terms and conditions applying to ALL SERVICES provided by Inner Circle Digital Limited
Interpretation
Any agreements are between you and Inner Circle Digital Limited.
“We”, “Us” and “Our” means Inner Circle Digital Limited.
“You” and “Your” means you or the company or organisation that you represent.
Authorisation to order work
Inner Circle accept orders for work from you or any authorised delegate via phone, fax, email, our website or via any internet-based communications. This includes employees and officers of your company unless expressly outlined by You.
All work will be carried out at our standard hourly rates unless otherwise negotiated. Our standard hourly rates change from time to time and can be obtained by contacting Us.
We provide estimates free of charge, however we may charge for the preparation of quotes and proposals that include detailed scopes of work.
Payment
We reserve the right to require full or part payment before starting work. All fees and charges are quoted exclusive of GST.
Overdue accounts may incur a late payment fee of $50 per month or 2.5% of the outstanding amount, whichever is greater. We reserve the right to suspend services until payment is made.
If You think there has been a mistake or omission on Your invoice or statement it is Your responsibility to bring this to Our attention and We will endeavour to address Your concerns promptly. Notwithstanding this, Your invoices must be paid in full, without deduction by their due date. If there has been a mistake or omission We will reimburse You.
We can apply any credit balance or any deposit We hold against Your account or any payment We owe You, to cover any outstanding charges.
Should debt recovery be necessary, You are liable for all fees and costs, including but not limited to legal costs, incurred by Us.
Authorisation for credit enquiries
You irrevocably authorise any person, organisation or company to provide us with such information as We may require in response to a credit enquiry.
Conditions of Use
You agree that You will not use any of Our products or services in a way that is or would lead to illegal, abusive or unethical use.
We may refuse to accept or remove, any material that We consider to breach Our conditions of use.
You indemnify and hold Us harmless from any claim resulting from Your publication of material or use of such materials. If We are advised by any party of abuse We will use our best endeavours to notify You promptly.
Warranties
We warrant that We will provide all Our Services with the care and skill that can be expected from a competent E-Business advisor, developer and hosting service provider. However, we do not warrant that the Website or system that We build for You (if any) will:
(a) be completely free of defect or error; or
(b) be completely secure; or
(c) work on all internet browsers, operating systems and screen resolutions.
In some cases We might recommend that You use someone else’s products or services in conjunction with Our services. In such cases You agree that We will have no liability (however arising) in respect of such products or services or the provision of such products and services to You. For the avoidance of doubt, this includes the use of any automatic credit card transaction process facility or payment gateway.
Liability
Under no circumstances will We be liable to You or to any third party for any direct, indirect or consequential damages. This includes but is not limited to, loss of income or profits, or any claim made on You by a third party resulting from the use or performance of any work including Call Centre Support We complete for You.
Notwithstanding anything herein contained or implied no employee, contractor or director of Inner-Circle will be liable to You for any breach of duty or care in contract, tort, equity or otherwise in relation to the performance of Our obligations or delivery of Our services.
We will not be liable for any loss or damage directly or indirectly arising out of or in connection with any delay in delivery of Our services or failure to perform Our 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 or any other cause beyond our control.
This clause shall survive any termination of this contract.
Intellectual Property
All materials and content, whether text, images or otherwise supplied by You and used in the construction of Your site or delivery of Our services will remain Your property. You warrant that all such material is able to be used by you and by us without breaching the rights of any other person, organisation or company. You hold harmless, protect, defend and indemnify Us and Our subcontractors from any claim or suit arising from the use of such materials furnished by You. If We are advised by any party of infringement of any intellectual property rights in respect of material supplied by You, We will use our best endeavours to notify You promptly.
All software code used as a part of a site or system will remain Our property. You will be granted a non-exclusive, non-transferable, single use, single site or system, source code license to the software code (except where you subscribe to any of our subscription or commission based products such as our e-tail product). Unless we agree in writing, You may not sell or redistribute copies of the software code without our written consent. You may not use the software code in more than one installation.
Upon request, You will be given access to the source code and may take the code to another developer for purposes of maintaining or extending the system or website (except where You subscribe to e-tail).
We may accept jobs from other clients to develop solutions which may replicate and exploit techniques, structures, designs and modules of program code used in the creation of Your site or solution.
Copyright in the finished, assembled work is owned by Us. Upon payment of our final invoice, We will assign to You the right to use as a website the design, graphics, and text contained in the work. Rights to photos, graphics, source code, work-up files, and computer programs not provided by You will not be transferred to You, and remain the property of their respective owners.
Intellectual Property Guide
For a plain English explanation of our intellectual property clause please see at the bottom of this page.
Phone and Email Support
We provide phone and email support for the set-up, configuration and loading of Your Website and other services You might have with Us. Such phone and email support is also provided to help assist and advise You about the ways that You may be able to improve the results that You are achieving with Our Services. Generally, You will not be charged for phone or email support. There is however, a reasonable use limit of 30 minutes of phone and email support per month per customer on all Our services. If You exceed these limits then additional charges for phone and email support may apply. If this is case, We will advise you before providing the phone and email support which will incur additional charges.
PLEASE NOTE: Our phone and email support does not cover problems with Your computer or communication equipment, Your software (except for software (if any) provided by Us), Your phone line, Your internet connection or any other part of the internet not controlled by Us.
Customer Call Centre Phone and Email Support
Call centre support for the users of websites and software may also be provided subject to the proposal document. Any limitation to liability in these terms of business apply to call centre support unless expressly provided for in writing and agreed to by both you and Inner Circle Limited.
Laws Affecting Electronic Commerce
From time to time governments enact laws and levy taxes and tariffs affecting the internet. You are solely responsible for complying with such laws, and will hold harmless, protect, and defend Us and Our subcontractors from any claim, suit, penalty, tax, or tariff arising from Your site.
You understand and accept that We cannot provide any legal advice in respect of your intended activities, or that systems We build for You will continue to comply with changes in laws in the future.
Nondisclosure
Inner-circle, its employees and subcontractors agree that, except as directed by You, they will do their utmost not to disclose any information identified by You to Us as confidential information to any person except:
(i) As required to do so by law;
(ii) Where necessary to do so in order to provide our services to You; or
(iii) When requested by You or with your consent.
You agree that You will not disclose any information identified by US as confidential information to another party except:
(iv) As required to do so by law;
(v) Where necessary to do so in order for Us to provide Our services to You; or
(vi) When requested by Us or with Our consent.
Termination
Our relationship may be terminated by either party by one month’s notice given in writing.
In the event You or We terminate this relationship We are entitled to determine whether we have completed any work for You that exceeds the value of any deposit held or sums paid and We may issue and You must pay, an invoice for any amount We consider reasonable in the circumstances for any work so completed.
Neither party shall have any claim against the other from termination under this clause except for matters arising or accruing prior to the termination.
Termination does not affect any of the rights or responsibilities which are intended to continue or to come into existence after this contract ends including (without limitation) any obligation You may have to pay any outstanding amounts.
Suspension of services
We can suspend or restrict Your use of any or all of our services, or halt any work in progress without telling You if:
(i) You do not pay your invoice(s) by the due date;
(ii) You exceed any credit limit in place;
(iii) You are or might be a poor credit risk;
(iv) A receiver, manager and receiver, or statutory manager is appointed over any or all of your assets;
(v) A resolution for liquidation is proposed or passed or proceedings to liquidate you are filed or presented;
(vi) You die or in the case of a partnership it is intended to be dissolved;
(vii) You do not observe these terms and conditions;
(viii) You are abusive or offensive to Us, Our resellers or customers or any other related party.
If We suspend your use of Our services We will use Our best endeavours to contact You before doing so. When We suspend or restrict Our services all charges will continue to apply.
Transfer and Subcontractors
We may transfer or assign Our interest in this contract and the transferee or assignee shall assume all rights and obligations as if it was the original party to this contract.
We may subcontract the performance of any of Our responsibilities under this contract to another party.
Your interests in this agreement are personal to You and You may not transfer the agreement or any benefit or obligation under it to any other legal entity without Our written consent.
If you are a company and your effective management or control is changed in any way, We may treat this as a transfer of this agreement.
Third Party Agreements
In some situations in order to be able to provide certain services to You, We will be bound by agreements imposed by third parties (including but not limited to, Application Development Agreements for Android, iOS, Blackberry, Google AdWords or hosting with third party providers) “Third Party Agreements”. In some cases such Third Party Agreements require Us to confirm that You agree to be bound by the terms of those agreements. You hereby irrevocably authorise Us to confirm Your acceptance of the terms of such Third Party Agreements and, further, to the extent there is any conflict between these
Terms and Conditions and such Third Party Agreements, these Terms & Conditions shall be deemed to be modified so that there is no such conflict, or restriction on Us from complying with Our obligations under such Third Party Agreements.
Marketing
You agree that We may:
(1) include a reference on the bottom of the homepage (or equivalent) of the Website, crediting the design, development and hosting of the Website to Us;
(2) list You on Our marketing materials, including on Our website; and
(3) from time to time send You e-mails with articles and information about Our organisation and products and services that We think may be of interest to You (You may elect not to receive such e-mails at any time by clicking the ‘unsubscribe’ link at the bottom of those e-mails).
Waiver
If we fail or delay to exercise any rights or power under this contract, this will not be a waiver of that right or power. Any failure or delay will not prevent Us from exercising that right or power in the future.
Sole Agreement
These Terms and Conditions and Your proposal, agreement or contract (if applicable) shall constitute the contract between You and Us.
Miscellaneous
We reserve the right to amend these Terms and Conditions from time to time. Amendments will be effective immediately upon notification on Our website. Your continued use of Our Services constitutes Your agreement to be bound by the Terms and Conditions as amended. These Terms and Conditions and Your proposal (if applicable) shall be deemed to be a contract made in New Zealand and shall be subject to, governed by and interpreted in accordance with the laws of New Zealand.In accordance with the Privacy Act (1993) You authorise any person or company to give Us information as may be required in response to credit enquiries.
You have read and understood these Terms and Conditions and agree to abide by these Terms and Conditions.
We pride ourselves on delivering fantastic service and solutions. Should you have any comments, complaints,or wish to lavish us with praise, please contact the Managing Director.
SCHEDULE ONE
In addition to the Terms & Conditions applying to ALL SERVICES the following Terms and Conditions apply to WEBSITE DESIGN AND DEVELOPMENT SERVICES and CUSTOM APPLICATION and SOFTWARE including APPLICATION DEVELOPMENT services
Payment
Unless otherwise agreed in writing, an initial payment of upto 50% of the estimated fee is payable before We commence work on Your project. Once the project is complete the balance will be invoiced unless the project spans multiple months in which case a monthly balance less any deposit paid will be invoiced.
The right to use any of Our work will be assigned once final payment has been made. We reserve the right to not put Your website live until final payment has been received.
Error and Notice
We strive to do an excellent job but We work in an environment which changes regularly (for example software, frameworks & browsers are regularly upgraded or abandoned), sometimes this means that systems or sites that previously functioned no longer perform as expected in whole or in part, such occurrence does not comprise an error under this clause.
If You find a technical error, mistake or a failure of the system as detailed in the specified functionality agreed between Us then You must notify us as soon as reasonably possible in the circumstances. We will discuss the best fix with You and may choose to correct any such matters at Our cost. Such correction shall be Your sole and exclusive remedy. In the event the error, mistake or failure is outside the specified functionality or attributable to a change in a system beyond our control We shall not be obliged to correct the matter at our cost and any corrections or edits sought by You will be invoiced at Our standard rates.
Completion Dates
Before commencing any work We will agree timeframes for completion with You. You agree to work with Us to ensure Our work can be completed within those timeframes. You agree to supply Us with all text and graphical content (other than content to be created by Us) within the agreed timeframes. You acknowledge and accept that if such content is not supplied We may be unable to meet those timeframes.
Client Amendments
Where You request significant changes, including but not limited to pages, features or functions (as appropriate) that have already been built to Your specification We may treat that, and invoice it, as an additional page or feature. You accept and acknowledge that such changes may compromise Our ability to deliver Your project within the original timeframe. Should You require additions outside of the original scope of the project then We reserve the right to require Your final invoice to be paid in full before We undertake that work. Additional work will be charged at Our standard rates.
SCHEDULE TWO
In addition to the Terms & Conditions applying to ALL SERVICES the following Terms and Conditions apply to our HOSTING SERVICES.
Hosting Services
We will provide You with Hosting Services upon request. We aim to provide You with consistent and reliable hosting services. However, We use professional third-party hosting facilities and so are dependent on services provided by Our carriers. Accordingly, We cannot guarantee there will be no interruptions to Our hosting services. If access to Your website is disrupted, We will use Our reasonable endeavours to reinstate the hosting services as soon as possible.
We will deliver the hosting services to You in whatever way We deem to be most appropriate. We can, at Our sole discretion, choose or change Carriers and/or any other suppliers.
We reserve the right to remove or change any hosting services We may have offered from time to time and either replace them with new services or move You on to the most similar or suitable hosting service, as determined by Us, then on offer to Our customers. If We do remove or change a hosting service that affects You, We will give You as much notice as is practically possible in the circumstances.
SCHEDULE THREE
In addition to the Terms & Conditions applying to ALL SERVICES the following Terms and Conditions apply to users of e-tail, ecommerce solutions and websites.
Specific Intellectual Property – e-tail
E-tail is a system developed & wholly owned by the Us and We retain all rights & ownership in those systems. Clients who use e-tail are granted a limited, one-off, non-transferable, non-exclusive license to use those systems. You will not be given access to the source code, or be able take that code to another developer.
Notice of sale of your business
E-tail and ecommerce may have a commission-based component and as such agreements with You are often for a specific term or in perpetuity. If at any stage during the design, development or roll out of e-tail or ecommerce services provided You intend to sell, transfer or dispose of Your business this will have a significant impact on payments and income to Us.
You must notify us immediately via letter to our registered office at 196 Clifton Terrace, Sumner, Christchurch 8081 if you intend to sell Your business during the design, development or provision of e-tail, ecommerce or commission-based services. Any notice is subject to the Nondisclosure terms in these terms of business.
We reserve the right to terminate Our agreements with You if You do not notify us of Your intended sale. We are entitled to determine whether we have completed any work for You that exceeds the value of any deposit held or sums paid and We may issue and You must pay, an invoice for any amount We consider reasonable in the circumstances for any work so completed.
SCHEDULE FOUR
In addition to the Terms & Conditions applying to ALL SERVICES the following Terms and Conditions apply to clients with a SERVICE LEVEL AGREEMENT.
Services
We agree to provide You with the number of hours per calendar month agreed in your Proposal, or as subsequently varied in writing (“Hours”). These Hours may be used by You for support, content updates, design changes, SEO or website marketing services or other software development services as required by You from time to time.
Priority Support
If You selected Priority Support within your Service Level Agreement, We will use our best endeavours to acknowledge any request made by You within the number of workign hours agreed in your Service Level Agreement, to discuss solutions and expectations. Please note working hours are between 9am – 5pm, Monday to Friday.
Any urgent or mission critical requests will always be given our highest priority but after hours support is at Our discretion.
Priority support requests must be logged through Our ticketing system.
Time banking
We permit any Hours not used in the month in which they arose to be “time banked” for use in subsequent months (“Banked Hours”).
You must use any Banked Hours within 6 months from the month in which they arose unless otherwise agreed.
Banked Hours may be saved and put toward building specific features or upgrades as agreed.
Should You request work or maintenance that requires more than the number of Banked Hours available such work will be charged at Our standard hourly rate.
Intellectual Property Guide
The text in this box does not form part of the Terms and Conditions but is intended to help you to understand the clause relating to Intellectual Property.
The Intellectual Property clause permits us to re-use techniques and parts of programming code used in the creation of your project to develop solutions for other clients.
Therefore, except for any Intellectual Property in Your materials supplied to Us, we own all Intellectual Property in any website or system (including, the user and administration interfaces, measurement, administration and tracking tools) specifically including all new Intellectual Property (if any) developed or created by Us, our agents, employees and contractors.
Equally, we may use our existing code-library to build components of any solution we build for you. Not only does this help to keep your costs down but it means tried and tested modules can be used with confidence.
We retain ownership of all intellectual property (including copyright) in code or systems we create & we grant a licence to you to use this code for your site or system. This means you can use and enjoy your site or system – or even take the “source code” to another developer to extend or maintain the system in the future (avoiding vendor lock-in).
However, you cannot do certain things, such as use that code to create multiple, similar sites or sell or “lend” that code to any other person without our written consent.
If you have any queries about our Intellectual Property clause and how it may relate to you please get in touch or consult your legal advisor.
