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TWC Development (a division of The Web Company NZ Limited) TERMS & CONDITIONS for eCommerce web development
Founded in 2004, TWC is a New Zealand agency that specialises in Magento, E Commerce and Custom developments. As experienced Magento developers, our team focuses on helping brands achieve online success through innovative website design, development, and strategic marketing. Each year, TWC works closely with brands to leverage eCommerce best practices and increase online sales.
TWC’s certified eCommerce and Magento developers are full-time employees of TWC. Collectively, our certified developers have completed and serviced hundreds of Magento and eCommerce websites and worked with highly respected extensions in the Magento and eCommerce communities. Their expertise and ingenuity has prompted our clients to entrust our developers with custom development and has sparked TWC to be an award winning NZ Company.
The following terms and conditions apply to all eCommerce website development and support services provided by TWC to the Client.
It is not necessary for any Client to have signed an acceptance of these terms and conditions for them to apply. If a client orders a product or service or accepts an estimate or quote, then the Client will be deemed to have satisfied themselves as to the terms herein and have accepted these terms and conditions in full. Acceptance of any given estimate/quote by TWC can be made over email confirmation, document signing or through our online website form.
Please read these Terms and Conditions carefully. Any acceptance to purchase or use our services implies that the Client has read and accepted our Terms and Conditions.
We make every effort to make the initial estimate as accurate as possible with the information provided. However, the estimate is only an estimate. If additional requirements are added during the course of the work, we will make the Client aware of any changes to the original estimate before the work is done so that there are no surprises at the completion of the project. The Client will only be charged for the number of hours the employees of TWC actually spend completing the task. Therefore, if the project ends up taking less time than the original estimated hours, only the amount of hours worked will be charged. Additional enhancements including, but not limited to stock-photos, Magento extensions and custom development will be billed in addition to the existing quote.
All of our estimates are broken down hourly based upon our standard hourly rate. Consultations, conference calls/meetings, research, design and development are all included within the hours set for each project. Any additional hours will be billed at our standard hourly rate stated in our estimates and/or proposals via email or documentation. Due to certain unforeseen circumstances, the project may go over the hours set for the package. Should the project exceed the reserved hours set for the package, Clients will be notified when the hours are close to exceeding the project budget. The Client will also be responsible for any additional overages.
Charges for services to be provided by TWC are defined in the project estimation that the Client receives via email. Estimations are valid for a period of 14 days. TWC reserves the right to alter or decline a project estimate after expiry of the 14 days.
Unless agreed otherwise with the Client, all purchases and development services require a deposit payment of the order or project quotation before any work is scheduled to start.
We try to estimate the installation of Magento modules and server specific alterations and customisations as accurately as possible, but we cannot foresee all server specific issues like module conflicts and other existing errors in the Client’s website. Therefore, a standard installation is limited to three hours per module and other quotes are estimates with no fixed fees. The Client agrees to order additional development hours when this is needed – again just referencing Magento.
3. Client Review
TWC will provide the Client with an opportunity to review the development of an installation or custom job with a link to the development site, when the project is at the stage for the client to review. At the completion of the project, such materials will be deemed to be accepted and approved unless the Client notifies TWC.
4. Turnaround Time
TWC will install and post or supply the Client’s project by the date specified in the project proposal, or at a date the Client agrees with upon TWC receiving initial payment, unless a delay is specifically requested by the Client and agreed by TWC.
The Client agrees to delegate a single individual as a primary contact to aid TWC with progressing the design and/or development tasks in a satisfactory and expedient manner throughout the whole project.
Timelines are contingent on the Client’s quick responses and approval of concepts, edits, and information needed to complete the project. TWC cannot be held responsible for delays caused by non-responsive Clients.
Hosting charges of the development site will apply from the setup date. The Magento development site hosting will be $69.95 per month plus GST unless otherwise notified to the Client.
5. Module installations
An installation or module customisation performed by TWC will be limited to a single store-view unless otherwise agreed. For existing eCommerce sites, the Client is responsible to mention any other installed modules or customisations that can lead to a module conflict with modules that TWC are installing. TWC will take into account these possible conflicts in estimates for installations and customisations. The Client agrees to order additional support and development hours to fix module conflicts.
6. Module conflicts
Complex modules are often used in eCommerce websites. These modules can easily be involved in class conflicts with other modules. TWC will install requested modules but is not responsible for conflicts with other modules already existing in the Client’s store.
7. E-Commerce Laws
From time to time the government entities enact laws and levy taxes and tariffs affecting Internet electronic commerce. The Client agrees that The Client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend The Web Company and its subcontractors from any claim, suit, penalty, tax, or tariff arising from The Clients exercise of Internet electronic commerce.
8. The Web Company Credentials
A link to The Web Company website will appear in small type at the bottom of the website. The link will simply state, “Website by The Web Company”.
9. 3rd Party Code
We will NOT provide FREE support and/or troubleshooting assistance for any plugins, video/site links, extensions, template themes or any other software products/issues that may have expired or require upgrading.
10. Failure to provide required information
TWC is a well-established agency and to maintain efficiency we must ensure that work we have programmed is carried out at the scheduled time. On occasion, we may have to reject offers for other work and enquiries to ensure that the Client’s work is completed within the desired time frame and budget.
This is why we ask that the Client provides all the required information in advance. On any occasion where progress cannot be made on the Client’s website because we have not been given the required information in the suggested time frame and we are delayed as result, we reserve the right to impose a surcharge on the Client’s project.
11. Terms of Payment
Invoices will be provided by TWC to be paid according to the invoice details. Invoices are sent via email. Project invoices are due and must be paid 7 days from date of invoice unless otherwise stated. If the balance due on the invoice has not been received within 7 days, a 10% penalty fee will be applied. In addition, TWC reserves the right to place a hold on the website production which could effect the go live date and access to the development site. Until payments have been made in full to TWC, we retain ownership of all design and development, created by the agency. Once final payment has been made, ownership of the website will belong solely to the Client.
11.1 All service fees are due in full on or before the due invoice date. TWC reserves the right, if payment is not received within this period, to email you a suspension notice. TWC reserves the right to suspend your services without further warning. If payment in full has not been received within 10 days of the suspension date, your services will be suspended without further notice and a reconnection fee of $175.00 + GST will apply.
11.2 Suspended accounts are cancelled after a further 14 days, or at the discretion of TWC thereafter, at which time all data and account settings are deleted from our servers. If any outstanding service fees have still not been received, your account will be referred to our debt collection agency and you will incur all costs of collection pursuant to the Fair Trading Act, 1986.
11.3 TWC reserves the right to refuse service to any individual, organisation or company which has previously not complied with our Terms of Payment.
11.4 If you do not pay all monies due to us on or before the due date for payment, in addition to our other rights, you agree that we shall have the right to charge you a late payment fee of 10% of the amount owed, plus a late payment fee of $25.00, for every month or part month after the due date that the amount remains unpaid (whether before or after any judgment).
11.5 Payments received will be applied first in payment of interest and penalties incurred and secondly in payment of other monies due to us.
12. Additional Expenses
Upon signing/acceptance via email/website, the Client agrees to reimburse TWC for any additional expenses necessary for the completion of the work. Examples would be setting up a development server, fixing module conflicts, etc.
13. Web Browsers
TWC supports the last 2 versions of each browser (what Google supports) and will implement an indication to the site visitor if they need to update their browser, to view the site as it should show. We cannot guarantee the site will work correctly on old versions of browsers. See link for more info – http://googlesystem.blogspot.co.nz/2013/11/google-drops-support-for-ie9.html. If the Client would like to support older versions, additional charges will apply.
All TWC services may be used for lawful purposes only. The Client agrees to indemnify and hold TWC harmless from any claims resulting from the Client’s use of our service that damages the Client or any other party.
TWC reserves the right to use in any way it sees fit any programming tools, skills, code and techniques acquired or used by the developer in the performance of customisations for the further development of its modules.
The copyright and all other intellectual property rights in the software (in both source and object code), the software documentation, the functional specification and all other listings, specifications, and documentation relating to any customised software shall remain TWC’s property.
TWC warrants and represents that to the best of our knowledge, the creative work developed is original and has not been previously published, or that consent to use has been obtained in writing on an unlimited basis. The Client expressly agrees that it will hold TWC harmless for all liability caused by the Client’s use of creative products or its strategic partners, to the extent of such use infringes on the rights of others.
The Client warrants that all artwork/intellectual property submitted to be used by TWC is (a) owned by the Client, (b) the Client has purchased the item or product and/or (c) the Client has the authorisation to use it without violating any copyright, trademark, or any other intellectual property laws. The Client is solely liable for any legal action that should arise from artwork submitted by the Client.
16. Development Server
TWC will not work on a live/production server unless the changes are considered in our opinion to be minor. The Client agrees to a development server to be available with an exact copy of the production environment. TWC reserves the right to invoice the Client for hosting of the development server.
TWC is responsible for transferring changes from the development server to the Client’s live server.
17. Access Requirements
If the Client’s website is to be installed on a third-party server, TWC must be granted temporary read/write access to the Client’s storage directories which must be accessible via FTP. Depending on the specific nature of the project, other resources might also need to be configured on the server.
18. Post-Placement Alterations
TWC cannot accept responsibility for any alterations caused by a third party occurring to the site pages once installed. Such alterations include, but are not limited to additions, modifications or deletions.
19. Domain Names
TWC may purchase domain names on behalf of the Client, in which case we will take care of the pointing/redirecting of any domain names as required to a site, submitting domain name(s) to Google every year as well as implementing a “catch-all” on the domain name for any email attached to this domain name and forwarding the emails to a designated recipient. TWC will email the Client prior to renewal date to make sure the Client would like us to renew their domain name for another year.
If the domain name is purchased by the Client for us to link to the site, payment and renewal of those domain names is solely the responsibility of the Client. The loss, cancellation or otherwise of the domain brought about by non or late payment is not the responsibility of TWC. The Client should keep a record of the due dates for payment to ensure that payment is received in good time.
20. 12 Month Warranty Period
We support our work, and as part of our quality assurance program, we will warranty our work for 12 months from the day the work goes live on our NZ based high performance servers. The 12 month Warranty is for debugging (if required) and ensuring the work performed is fully functional. The warranty period does not include additional work, modifications, customisation, functionality changes, or unrelated repairs. The 12 months coverage is for the completed work we were hired to perform at the time the work goes live. If the Clients website is not hosted by TWC then TWC provides NO warranty period but will continue to provide support on a time billed basis.
These Terms and Conditions supersede all previous representations, understandings or agreements. The Client’s payment/s constitutes agreement, to and acceptance of these Terms and Conditions.
22. Governing Law
This agreement shall be governed, construed, and enforced in accordance with New Zealand Law, without regard to its conflict of law’s rules.
23. Dispute Resolution Clause
The parties submit all their disputes arising out of or in connection with this agreement to the exclusive jurisdiction of the Courts of New Zealand.
TWC Development hereby excludes itself, its employees and/or agents from all and any liability from:
1. Loss or damage caused by any inaccuracy;
2. Loss or damage caused by omission;
3. Loss or damage caused by delay or error, whether the result of negligence or other cause in the production of the web site;
4. Loss or damage to Clients’ artwork/photos, supplied for the site. Immaterial whether the loss or damage results from negligence or otherwise;
5. The entire liability of TWC to the Client in respect of any claim whatsoever or breach of this agreement, whether or not arising out of negligence, shall be limited to the charges paid for the services under this agreement in respect of which the breach has arisen.
In the event 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 be unimpaired and the agreement shall not be void for this reason alone. Any such invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the invalid provision.
26. Cancellation & Refund Policy
Cancellations for project with the Client will be based upon contract agreement. If no agreement has been officially made for design, development, hosting or marketing, then cancellations are allowed prior to work effort or hosting usage. If cancellation is made in the middle of a project, the Client will forfeit their deposit and any other additional expenses.
TWC respects our customers’ right to privacy. We work to keep all customer information private and will not disclose any information to third parties unless legally required to do or at the request by you our client.
28. TWC Rights
TWC reserves the right to feature the project we have worked on under our portfolio and also a discreet link to TWC Site in the Client’s website footer unless other agreements have been outlined between the Client and TWC. We also exclude all other liability we may have to the Client for acts or omissions by TWC, TWC’s directors, employees, agents, representatives and contractors. This includes both direct and indirect losses, including loss of profits, loss of revenue and loss of any opportunity. This exclusion of liability applies whether or not our contract with the Client has ended and regardless of the type of damage the Client suffers or howsoever it was caused.
TWC reserves the right to make changes to these terms at any time. Terms and Conditions are effective upon the date the first invoice is paid.
By ticking the “I accept” box, you agree to, and will be bound by, the terms and conditions. If you do not agree to the terms and conditions, you must not use the services of The Web Company NZ Limited
– Date last updated – 2nd September 2015