Terms and Conditions

Section A - Website Design, Development, Maintenance and Support

Section B - Website Hosting

Section C - Domain Name Registration

Section D - General Terms and Conditions Applicable To All Services

Section A - Website Design, Development, Maintenance and Support

1.0 We will discuss the design of your website with you and request the information required to develop it. Discussion can be in person, by telephone, or electronic mail (email).

1.1 An estimate of both the time to complete and the cost of completion will be given after the initial consultation.

1.2 An outside contractor may be suggested to design a database if you require one.

1.3 A pre-release site will be provided to you for your review and approval. The final approval of the site will be your responsibility and you will be subject to the indemnity contained in clause 6.1.

1.4 A deposit of 50% (fifty percent) is required before work begins on developing the website. The balance will be payable on completion of the website and prior to it going live. All cheques must be cleared first.

1.5 When completed, all website files will be zipped and emailed to you (see clause 1.3).

1.6 Site maintenance means minor updating of text and images, not a major site redesign or overhaul.

Section B - Website Hosting

2.0 WonderWeb offers limited web hosting at this time.

2.1 WonderWeb uses the services of a third party hosting company to host your web site, which is accessed through a sub-domain.

2.2 Your website (the sub-website) will be stored within a main website of which the domain-name has been pre-registered by WonderWeb, and to which the exclusive rights belong.

2.3 WonderWeb will provide enough space for a client's website of no more than 150kb (kilobytes) per page, including images, to a maximum of ten pages.

2.4 Your website will be accessible like this: http://www.yoursitename.wonderweb.co.nz. Note: Wonderweb will not necessarily be the domain name, this is just used as an example.

2.5 If you choose to host your website with a different hosting service, you will need to register a unique domain name. WonderWeb can do this for you if you wish.

2.6 One free email address per sub-domain will be available for your exclusive use. Extra email addresses may be available subject to availability.

2.7 For the purposes of site maintenance and administration, by hosting a website with WonderWeb you understand and agree that the control panel (CPanel) can only be accessed by WonderWeb.

2.8 WonderWeb does not own or control the facilities and communication lines necessary for internet access. WonderWeb cannot guarantee that access will be uninterrupted or error free.

2.9 Because of that lack of control WonderWeb does not warrant that you or your 'users' will have continuous access to your website.

Section C - Domain Name Registration

3.0 WonderWeb will register a domain name chosen by you (subject to availability). For a domain name ending in .nz (a Top Level Domain - TLD), this can be checked for availability at the website of the Domain Name Commissioner. USA TLDs such as .com, .net, org, .biz, .info can also be registered subject to availability.

3.1 WonderWeb is not a registrar but can register domain names through a third partry registrar on your behalf. An administratioin fee is applicable.

3.2 Registration is renewable annually. To avoid losing your rights to the domain name, fees must be paid promptly.

Section D - General Terms and Conditions

4.0 Details of the Services, the Fees and other charges as applicable for the Services and other relevant information, which may be updated from time to time, are available on our website.

4.1 Our agreement will start on the date of signing this contract for the provision of any of the Services by notifying you.

4.2 With the exception of developing a website - see Section A, Clause 1.1 - a minimum term of 12 months (the Minimum Term) applies to each service WonderWeb supplies to you, subject to the termination rights.

4.3 If you cancel this agreement prior to the end of the Minimum Term you will be required to pay the Fees payable for the outstanding period.

4.4 Administration includes sending emails, writing letters, attending to telephone calls, texting, faxing, postage, etc., will be charged quarter hourly.

4.5 Meetings. Initial consultation is free. On commission to develop a website, meetings at your premises will be charged at the standard hourly rate. Note: allowing for the length of time a meeting can take together with travelling time, meetings can add a considerable amount to your costs.

Payment, Changes to Terms and Conditions

5.0 You agree to pay the Fees on a monthly basis, and any additional charges as they occur, by the due date(s) indicated on our monthly invoice(s).

5.1 WonderWeb may change the Fees and other charges or any of these terms and conditions at any time. If the costs of our third party suppliers alter (such as, for example, our third party web hosting facilities) we will use reasonable commercial endeavours to notify you of these changes when they occur. If you do not agree to the variation of the agreement, you must notify us in writing within 10 days of receiving that notice. When that notice is received, unless agreed by WonderWeb, your right to use the relevant Services will cease. In the event that no other Services are then the subject of our agreement, this agreement will terminate. If WonderWeb does not receive notice from you and you continue to use the Services afterwards, you agree that you are deemed to have accepted the variation.

5.2 If your account is overdue for a period of one month or longer, WonderWeb is entitled to disconnect any Services supplied to you on notice to you. You agree to pay WonderWeb a late payment fee on any overdue amounts on an invoice at the rate of 15% per annum calculated on a daily basis of the amount overdue, calculated from the due date to the date of actual payment in full.

5.3 You agree to pay reasonable costs incurred by WonderWeb in recovering outstanding amounts from you including any debt collection and legal fees.

5.4 The Fees payable under this agreement are exclusive of GST as applicable in New Zealand.

5.5 You authorise WonderWeb to obtain credit information from any person or company for the purposes of ascertaining your creditworthiness.

5.6 If this agreement is terminated under clause 9.1 or 9.2, any Fees you have paid which relate to the period after the termination date will be refunded, less any reasonable costs that may be incured from removing your website from the third party web hosting facilities.

Your Use of Our Services

6.0 You agree that you will use the Services in a responsible manner. In particular, you will not and you will not allow others to:

• (a) use the Services to breach anyone else's rights or break the law;
• (b) fail to comply with any rules imposed by any third party whose content or services you are accessing or using, or any policy adopted by us;
• (c) fail to maintain the security and confidentiality of any accounts, identifiers or passwords provided to you to enable you to use the Services, and you must change your account, identifier or password immediately on request to do so from us;
• (d) cause or help to cause the security or integrity of any Services or other linked computer systems or sites to be compromised whether by way of hacking, virus introduction or in any other way; and
• (e) disclose any confidential information or log-in information required to access the Services.

6.1 In addition:

• (a) you will indemnify us and the parties listed below ("we") against any loss, cost or damage arising from any legal principle we may suffer as a result of your breach of this agreement, website content and use of the Services by you or another person using your password, identifiers or accounts with or without your consent or knowledge. Loss, cost or damage arising from breach of contract, negligence or other civil claim is expressly included. The parties are our employees, contractors and suppliers of Internet access services used in the provision of the Services;
• (b) you are responsible for providing any security or privacy procedures or safeguards you require for your computer networks and any data stored on those networks or accessed using the Services, and you agree that we will not be responsible for any damage caused by your failure to provide them.

Our Rights

7.0 Without affecting your indemnity under clause 6.1(a), we may delete or block data stored using the Services, in our absolute discretion, if we consider that data to be inappropriate, illegal, offensive or otherwise in breach of any law, standard, regulation or code of practice.

7.1 WonderWeb may at any time, without notice, suspend your use or access to part or all of the Services:

• (a) for any necessary maintenance and, where possible, after giving you as much advance notice as is reasonably practicable in the circumstances;
• (b) to reduce or prevent interference with our systems or the use of the Services by others; or
• (c) if required to do so, as a result of a direction from any government or other authorities.

7.2 WonderWeb may, at our discretion, change any IP addresses, telephone numbers or other details required to access any of the Services and we will not be liable to you in this regard.

7.3 WonderWeb and any third party suppliers are responsible for keeping copies and/or performing backups of any websites hosted with us and software and information stored on any systems telehoused with us unless you have entered into a separate backup agreement with other parties.

Excluding Our Liability

8.0 You agree that you are acquiring the Services for the purposes of a business and the Consumer Guarantees Act 1993 will not apply.

8.1 If WonderWeb fails to provide the Services to a standard of reasonable skill and care at our option we will re-perform the Services to that standard or refund the portion of the Fee that has been paid by you.

8.2 WonderWeb is not liable to you whether in contract or tort or under any other legal principle for any direct or indirect losses or damages of any kind. These damages include but are not limited to loss of business, profits, consequential loss, work stoppage, computer or software failure or malfunction or any other damage or loss. If despite this clause wonderWeb is found liable, our liability will be limited to the lesser of $1,000.00 or the amount you have paid for the relevant Service to the date of the breach by us.

Termination

9.0 After the end of the Minimum Term, either party may cancel this agreement on one month's written notice to each other.

9.1 WonderWeb may immediately terminate this agreement in relation to any or all Services acquired by or provided to you if:

• (a) you are in breach of any provision of these terms and conditions and you have not remedied that breach within 10 days of receiving notice from us;
• (b) you fail to pay any Fees by the due date or breach any of the provisions of clause 4 above;
• (c) a receiver, liquidator, administrator or other like person is appointed over any of your undertakings or assets or if you enter into arrangement with any of your creditors or any class of your creditors or you become insolvent or otherwise are unable to pay your debts when they fall due;
• (d) or third party contracted web hosting facilities cease (or in our reasonable opinion) are likely to cease on a permanent basis or are terminated.

9.2 On termination, your rights to use the Services cease, you must return to us any materials we have provided to you in relation to the Services, you must pay us immediately all outstanding Fees and other charges in relation to the Services and you are not entitled to any refund. If you supplied any equipment to us, we will have a lien over that equipment and can retain possession and control of it until all outstanding Fees and charges are paid to us.

Things Beyond Our Control

10.0 It is impossible for us to ensure that the Services are provided to you at all times or at any specific times or will be able to operate at all times error-free. We make no warranties to you in this regard.

10.1 We will not be liable for any failure to fulfil any term of this agreement where that fulfillment is delayed or prevented, restricted or interfered with for any reason beyond our control, including but not limited to fire, storm, flood, earthquake, accident, labour dispute, materials or labour shortage, outages in telecommunications, radiocommunications or power networks, law or regulation or any act or omission of any third person.

General

11.0 If we need to notify you of any matter, we may inform you by mail, facsimile, email or posting a message in the appropriate location on our system which includes, but is not limited to, posting a message on the worldwide web on our website or any other appropriate means. Once we have posted online the email or other message, you are deemed to have received it. If we fax the message to you, you are deemed to have received it upon confirmation by our fax machine that the facsimile has been successfully sent. If we mail the message to you, you are deemed to have received it 2 days following the date it was sent.

11.1 You must not assign or attempt to assign any right or obligation under this agreement without our written consent. We may assign our rights or obligations, or subcontract our obligations without restriction.

11.2 If part or all of any clause of this agreement is illegal or unenforceable, it may be severed from this agreement and this will not affect the continued operation of the remaining provisions of this agreement.

11.3 These terms and conditions are governed by the law in force in New Zealand. You submit to the exclusive jurisdiction of New Zealand courts.

11.4 Any variation of this agreement must be signed by one of our duly authorised personel. No director or other representative of WonderWeb Web Design will have personal liability in respect of the Services.