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Terms &
Conditions

  1. Application
    1. The following terms and conditions of trade (“Terms”) shall apply to all services (“Services”, “Project”) provided by Graphic Detail NZ Limited (“Graphic Detail”, “us”, “we”, and “our”) to the Client (“Client”, “you” and “your”).
    2. These Terms will replace all earlier terms of trade and take precedence over any terms and conditions contained in any document used by you and purporting to have contractual effect.
    3. We may in our sole discretion vary these Terms from time to time without further notice to you.

  2. Authorisation
    You agree that we have no obligation to inquire into the authority of any person instructing us on your behalf. It is your risk and responsibility to obtain every necessary or prudent authorisation (including licences, permits and consents) in relation to the Services we supply to you.

  3. Intellectual Property and Confidential Information
    1. Title to proprietary information including all ownership rights to copyrights, trademarks and trade secrets in and about our Services shall be our exclusive property.
    2. You will not reverse engineer, decompile, disassemble, translate or access with third party software any software, code or script we provide without our prior written consent. You will not allow the reverse engineering, decompiling, disassembling, translation or access using third party software any software, code or script we provide without our prior written consent.
    3. You agree not to in any way copy, reproduce, republish, upload, post, transmit, distribute or store or modify any software, code or script in whole or in part without our prior written consent.
    4. We retain all rights in any software, code or script we have created, procedures we have developed and material we provide. You acknowledge that you will use your best endeavours to protect our intellectual property and will not use, nor allow the use, of our intellectual property without our written consent.
    5. You warrant that all instructions given to us will not cause us to infringe any patent, registered design or trademark in the execution of your instructions and you agree to indemnify us against any action taken by a third party against us in respect of any such infringement.
    6. The parties acknowledge that Graphic Detail may accept jobs from other clients to develop web solutions with the same or similar functionality to theirs, and that Graphic Detail may replicate and exploit all techniques, structures, designs and individual modules of program code used in the creation of the Project.
    7. Unauthorised use of Graphic Detail material without written consent will incur a fee of no more than $100+GST per month or part month per instance until such material is taken down.
    8. This clause 3 shall survive the termination of our contractual relationship with you.
    9. Admin access to the Wordpress website is available upon request.

  4. Project Process
    1. We cannot always guarantee to start work immediately on a Project but will commence work as soon as our work schedule allows.
    2. Our Services will be provided according to our Project Process as outlined below.
    3. If we have produced a proposal document (“Site Plan”) for the Project then we will commence work, provided:
      1. You supply us with final data, content, information, logos, designs, graphics and related materials to be incorporated into the Project ready for publication, prior to our Services commencing. Any further material supplied at a later date may incur an additional charge;
      2. You pay the specified deposit prior to the Project commencing; and
      3. Should you decide to make design changes that are outside the initial brief then we reserve the right to charge additional costs.
    4. During the Project we may, at intervals, place versions of your website on one of our development servers so that the you may view and comment upon the Project’s progress, and approve design concepts and prototypes.
    5. When both Graphic Detail and the Client agree that the website meets the criteria agreed or the time allocated to your development has been spent, Graphic Detail will invoice you for the remainder of the amount due for the Project. At Graphic Detail’s discretion, Graphic Detail may choose to delay publishing some clients’ websites or take the website offline until full payment for the web design project has been received.

  5. Acceptance Testing
    1. You will be advised when the website is complete and given access to a live link to the website.
    2. If during the Project you request additional or changed functionality/content from the deliverables outlined in the specification or proposal, then Graphic Detail reserves the right to charge for the additional Services. The website will be designed and tested to operate on most mainstream PC and Mac web browsers. Full functionality and optimal viewing on all browsers and devices is not guaranteed.

  6. Hosting
    1. Graphic Detail provides Hosting Services for all client’s Projects and Hosting costs will be charged from the time an account is set up on a server and code placed in that hosting space regardless of whether a site is live or accessible via a URL.
    2. All Projects must be hosted with Graphic Detail and Hosting Services are payable in advance yearly (at the end of each calendar year), quarterly, by direct debit or by monthly automatic payment. Initial hosting charges will be until the end of the current invoice cycle.
    3. If a website is cancelled, the minimum period of hosting is 12 months.  If our Hosting Services are terminated before the end of the first 12 months then the client will still be liable for 12 months of hosting costs.
    4. If hosting is terminated there will be no refunds of hosting payments.
    5. Graphic Detail provides space on its server to host your website and Project files. Even if Graphic Detail regularly perform code and security updates and endeavour to check website functionality Graphic Detail are not responsible/liable for operation of the website and it is up to the client to regularly check that the site is functioning as it is meant to and to alert Graphic Detail of any problems.
    6. Graphic Detail reserve the right to charge for any time spent if there are compatibility issues with any themes, plugins or 3rd party software that the client has requested, or were supplied when your website was migrated to our servers from your previous hosting environment.
    7. Graphic Detail operates an auto renew policy on Hosting Services and domain name renewal which is designed to avoid any interruption to your services. These Services are automatically renewed and an invoice sent to the client. Customers can opt out of the auto renewal policy by giving 60 days written notice prior to the renewal date.
    8. Graphic Detail reserves the right to suspend or cancel hosting or deny administrative access for non-payment of any account for any work done by Graphic Detail, if Graphic Detail doubt that payment will be made or that liability will not be accepted for work done, if Graphic Detail deem content to be of an offensive nature or we believe efforts are being made to take a copy of the site that may enable migrating the site to another hosting environment with or without warning.

  7. Quotes and Estimates
    1. Unless otherwise expressly recorded in writing, any pricing information we provide to you shall be deemed to be an estimate only.
    2. You are solely responsible for the accuracy of any information upon which a Site Plan or estimate is based.
    3. Any changes to the Services required subsequent to any Site Plan or estimate provided by us shall constitute a variation and shall be paid for in addition to the original estimate.
    4. If we provide an estimate we are not bound to supply the Services at the estimated price and you are liable for the actual price of any Services purchased as invoiced by us.
    5. Unless otherwise stated, all prices in Site Plans and estimates are exclusive of GST.

  8. Payment
    You agree to the following:
    1. An invoice for 60% of the price of the Services as well as 2 months of hosting will be provided on acceptance of the Site Plan or estimate. This invoice must be paid before our Services will commence.
    2. Once the Project is complete and approved by the client the final 40% of our costs will be invoiced. Payment for this invoice shall be paid within 7 days of the date of issue of the invoice unless otherwise arranged.
    3. If you are responsible for withholding information for completion of the Project, the invoice is deemed payable in full after 30 days from initial start date.
    4. You must pay us in cleared funds for all Services as above.
    5. If you are unable to provide access to staff and/or equipment so that we can provide any of the Services, you may cancel our need to provide that Service. However, no refund will be paid for the cancellation of a Service.
    6. Payment of any amounts owed to us must be free of any counterclaim, set-off, deduction or any other claim whatsoever.
    7. If in our sole opinion your credit worthiness deteriorates before completion of the Services we may require full or partial payment at any time or the provision of security in a form acceptable to us.  If such payment or security is not provided we may refuse to supply or cease the supply of Services to you.
    8. We may charge, and you must pay, default interest at the rate of 2% per month (calculated on a daily basis) until all amounts owed to us are paid in full including actual legal costs and other costs (including debt collection costs) and expenses incurred by or on behalf of us in enforcing or defending all or any of our rights (including our right to payment for any Services supplied).
    9. We reserve the right to terminate any projects (past and present) you have with Graphic Detail if invoices are NOT paid before due date.

  9. Delivery and Risk
    1. You hereby acknowledge that successful performance of the Services and completion of the Project requires your cooperation in good faith and to provide accurate information regarding your technology, computers, computer software, business processes, network infrastructure and any other information as we may request from time to time. You agree to provide such information in good faith and authorise us to access your personnel, facilities, information technology, computers, computer software, data and related hardware solely for the purpose of providing the Services.
    2. Any date for the provision of Services in a Site Plan or estimate is an estimated date only and time shall not be of the essence unless we have given a firm commitment to provide those Services by or on a specified date in writing. A confirmation of order is not to operate as such a commitment.
    3. You must strictly comply with any instructions, directions, and applications and any cautions and/or warnings (“our Instructions”) we provide you in respect of the Services.  We will not be liable for any direct or indirect damage, economic loss of any kind or any other loss or expenses caused by or contributed by your failure to comply with our Instructions.

  10. Business Starter Sites, Agent Starter Sites
    The terms in this section will override any potentially conflicting clause in the rest of this document
    1. Ownership of the site remains with Graphic Detail NZ Ltd.
    2. No administration access will be given to the website or hosting environment. Restricted editor access will be given to you for you to edit site content. Any work beyond that will need to be completed by Graphic Detail NZ Ltd.
    3. No software, access or process is allowed that may enable someone to take a copy of the website.
    4. If hosting payment for the following month has not been received by the 15th of the month before, then hosting will terminate at the end of that month and the site will be removed from the server. We are under no obligation to warn you of this happening. There may be a cost to reinstate the website.

  11. Indemnity
    You undertake and agree to indemnify and hold harmless Graphic Detail or its officers, employees, contractors or agents immediately on demand against any loss, claim, damage, expense, costs (including legal costs on a solicitor/client basis), liability or proceeding suffered or incurred at any time by Graphic Detail occurring as a result of, or resulting directly or indirectly from any breach of your obligations, undertakings or warranty contained or implied in these Terms.

  12. Limitation of Liability
    1. Except as provided in these Terms, under no circumstances will Graphic Detail or its officers, employees, contractors or agents, be liable in contract, tort (including negligence) or otherwise to compensate you for any loss, injury or damage, whether consequential or otherwise, arising directly or indirectly from our breach of these Terms.
    2. If for any reason, notwithstanding clause 11.1, Graphic Detail and/or its officers, employees, contractors and/or agents are liable to you in contract, tort, or otherwise, the combined maximum liability of Graphic Detail and their officers, employees, contractors and agents to you shall be $NZ100 in respect of any one event or related series of events.

  13. Consumer Guarantees Act 1993 & Fair Trading Act 1986
    If you are using our Services for the purpose of a trade or business, you acknowledge and agree to contract out of:
    1. the provisions of the Consumer Guarantees Act 1993; and
    2. sections 9, 12A, 13 or 14(1) of the Fair Trading Act 1986.

  14. Privacy Information
    1. You agree that any information about you provided to us may be used by us at any time for any purposes connected with our business including but not limited to direct marketing, debt collection and credit reporting or assessment.
    2. You authorise us to provide such information to any external agency or any party for credit information and assessment purposes and that agency or party are hereby authorised to use and continue to use such information as part of their business services.  Any personal information is held on Graphic Detail’s server and via digital cloud storage and you have certain right of access to your personal information under the Privacy Act 1993.

  15. Unsolicited Electronic Messages Act 2007
    Under the Unsolicited Electronic Messages Act 2007, you must consent to receiving commercial emails from us. Consent can either be explicit, inferred or deemed.  We will infer that we have your consent to send you commercial emails from time to time unless you inform us otherwise by letter or email.  The email address for unsubscribing to commercial emails is: [email protected].

  16. General
    1. You agree that time is of the essence in respect of your obligations to us.
    2. We will not be prevented from enforcing any of our rights under this agreement because on an earlier occasion we did not enforce those rights.
    3. While you are not entitled to assign your rights under these terms we may.
    4. You agree that we may issue any proceedings in respect of these terms in any court that suits us.  The law that governs these terms is New Zealand law.
    5. Any provision of these terms that is held to be invalid or unenforceable for any reason shall be severed from and shall not affect the remaining provisions of these terms.
    6. You agree that these terms express the entire understanding between us and that there have been no representations made by or on behalf of us that have been relied upon by you that are not contained in these terms.

Service Level Agreement

Application of Terms
Agreement to these terms requires agreement to Graphic Detail NZ Limited Standard Terms & Conditions
  1. Service Description
    The provided Managed HA hosting platform is a Infrastructure As A Service offering built following Enterprise guidelines for production platforms. It includes; virtualized guest servers, storage, bandwidth, load balancers, nfs services, web application firewall and a content distribution system (CDN). It is combined with a management service which includes; daily backups, OS and Standard Software Patching, 24 x 7 Monitoring and response.

  2. Support
    1. Graphic Detail provides support for the Managed HA hosting platform by phone and email during business hours.
    2. Graphic Detail provides support for the Operating System, Standard Software and any licenses provided by Graphic Detail.
    3. Graphic Detail will carry out small work requests on the server taking no more than 15 minutes during business hours. Exceeding time will be charged at the default hourly rate at the time of engagement.
    4. After Hours Support is available for the Managed HA hosting platform, fees will be payable where Graphic Detail’s services are not at fault.

  3. Service Level
    1. Guest servers will be available 99% of any calendar month.
    2. Service Credits: credits will be issued at 5% of the affected monthly fees for every hour after the first complete hour of outage outside of the SLA, up to a maximum of 30%.
    3. The outage is measured from when a Graphic Detail technician verifies the issue until service is restored.

  4. Support Hours and Fees
    1. Business hours support is provided from 8:30am until 5:30pm, Monday through Friday, excluding public holidays.
    2. Graphic Detail support is accessible 24/7/365 by phone or email.
    3. The hourly fee is $130+GST and is subject to change at any time without notification.
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