Terms & Conditions
1) Scope of work
1.1) The Provider shall design, develop, and deliver the Website as per the ProjectSpecifications agreed upon by both Parties. The Project Specifications shall include adetailed description of the website's features, functionalities, design elements,content, and any other specific requirements.
1.2) The Provider shall provide regular progress updates to the Client, outlining thedevelopment milestones achieved and any anticipated delays or issues that mayimpact the project timeline.
2) Delivery of the Website
2.1) The Provider shall deliver the completed Website to the Client on or before theagreed-upon delivery date, as specified in the Project Specifications. The deliveryshall include all necessary files, documentation, and access credentials related to the SOW.
2.2) The Provider shall ensure that the deliverablesare fully functional, responsive, andcompatible with major web browsers and devices, in accordance with industry bestpractices and standards
2.3) The Client shall provide any necessary materials, content, or informationrequired by the Provider to complete the deliverables within a reasonable timeframe.The Client acknowledges that any delay in providing such materials may impact thedelivery timeline
3) Acceptance and Revisions
3.1) Upon delivery of the SOW, the Client shall have a period of 10 business daysto review and test the deliverables thoroughly. During this period, the Client shalldiligently assess the deliverables’ compliance with the Project Specifications.
3.2) If the Client identifies any errors, bugs, or deviations from the agreed-uponProject Specifications during the review period, the Client shall promptly provide theProvider with a written notice specifying the issues in detail.
3.3) The Provider shall make commercially reasonable efforts to address thereported issues and deliver revised versions of the deliverable within a reasonabletimeframe, taking into account the complexity of the revisions and the scope of thechanges requested.
3.4) The Client shall promptly review and test the revised deliverable and provide timelyfeedback to the Provider. This process shall continue until the deliverables meets theagreed-upon specifications and is accepted by the Client.
3.5) The Client acknowledges that significant additional changes or modificationsrequested beyond the original Project Specifications may incur additional chargesand extend the project timeline, subject to mutual agreement by both Parties.
4) Intellectual Property
4.1) The Provider shall retain all intellectual property rights, including copyrights,trademarks, and any other proprietary rights, in the deliverables, including theunderlying code, design elements, and associated materials.
4.2) Upon acceptance of the Website by the Client and full payment of the agreed-upon fees, the Provider shall grant the Client a non-exclusive, non-transferablelicense to use the deliverables for the Client's internal or commercial purposes asoutlined in the Project Specifications.
4.3) The Client shall not reproduce, distribute, or modify the deliverable without theprior written consent of the Provider.
5.1) The Client agrees to pay the Provider the agreed-upon fee for the deliverables development, as outlined in the Project Specifications. The payment terms, includingthe schedule, method of payment, and any applicable milestones or deliverables,shall be specified in a separate payment agreement or invoice.
5.2) In the event of any additional work requested by the Client that falls outsidethe scope of the original Project Specifications, the Parties shall negotiate in goodfaith to determine any additional fees or changes to the delivery timeline. Any suchchanges shall be documented in a written amendment to this Agreement.
6.1) Both Parties agree to maintain the confidentiality of any proprietary or sensitiveinformation disclosed during the course of this Agreement. This includes tradesecrets, customer data, project details, and any other information that is not publiclyavailable.
6.2) This confidentiality obligation shall survive the termination or expiration of thisAgreement.
7) Governing Law and Dispute Resolution
7.1) This Agreement shall be governed by and construed in accordance with thelaws of New Zealand.
7.2) Any disputes arising out of or in connection with this Agreement shall beresolved through good-faith negotiations between the Parties. If the dispute cannotbe resolved through negotiation, the Parties agree to seek mediation or otheralternative dispute resolution methods before resorting to litigation.
7.3) Any legal proceedings arising out of or in connection with this Agreement shallbe subject to the exclusive jurisdiction of the courts of New Zealand
8) Entire Agreement
8.1) This Agreement, along with any attached Project Specifications, paymentagreements, or amendments, constitutes the entire agreement between the Partiesconcerning the subject matter hereof and supersedes all prior discussions,understandings, or agreements, whether oral or written.
9) Stages of Work
9.1 The provider shall undertake the following steps to ensure smooth delivery forthe client.
- a. Requirement gathering to understand the workings of the client’s business
- b. Define the wireframes and shell of the website.
- c. Create user flow of various features
- d. client Demo to confirm on the wireframes and user flow.
- e. Collect all the data/material related to website (client is responsible forproviding photos, logo, content etc)
- f. Weekly update/review/demo to the client regarding the development of thewebsite. (calendar invite will be taken care by the provider)
- g. Other related ongoing activities will continue parallel for example: testing,follow up for the content etc.
- h. Provider will deliver the final work on the said date/week on which both theparties agreed upon.
10) The Placement of Resource
These terms and conditions are applicable in any case where an applicant is introduced to a Client (hereafter called “the Client”) by Code Counsel Limited (hereafter called “the Agency”) within 24 months of the date of introduction.
11) The Acceptance of these Terms and Conditions
The Client accepts these terms and conditions by interviewing a candidate introduced to the Client by the Agency. These terms and conditions may only be varied if confirmed in a written format by the Agency.
12) Payment of the Service Fee and Validating the Guarantee
12.1) You will pay the charges for the Products or Services indicated on the invoice, or other similar document issued by us.
12.2) The charges payable will include in addition, any amount required for any GST and any other taxes, duties, and levies payable in respect of the supply of the Products or Services as at the date of the invoice.
12.3) Unless otherwise specified by us, all payments must be made in full without set off or deduction, by the 20th of the month following the invoice date
12.4) If payment is not received in full by the Agency within the above specified time. The Agency reserves the right to charge an interest of 15% p.a. on any overdue accounts at the Agency’s discretion.
12.5) The full fee remains payable if the candidate / Client lawfully terminates the engagement due to job misrepresentation, redundancy, reorganization or owing to any conduct on behalf of the Client amounting to a breach of the employment agreement.
12.6) We may alter our standard rates making up the charges without notice from time to time. These prices may differ from the rates quoted or the rates current when the services were originally ordered by you. If additional costs arise after the date of quotation (such as those due to exchange rate fluctuations or an increase in supplier price), our price to you will alter accordingly. However, any rates set out in the SOW which we have agreed are fixed for the term of the SOW or for a period, will be fixed for that term or period (unless otherwise specified in the SOW).
12.7) The client will make all payments due to us in full without any deductions, whether by way of set off, counterclaim, or any other equitable or legal claim.
13) The Selection and Suitability of Candidatess
The Agency agrees to make every reasonable effort to ensure the suitability of candidates to match and satisfy the Clients corporate staffing needs. The final decision to select and employ candidates remains the Clients responsibility. The Agency will not accept liability for the accuracy of any information supplied in relation to or by its candidates, whether such information concerns employment history, skills or qualifications, references, personal circumstances or any other matter relative to their employment.
14) Replacing a Candidates
14.1) Should either the Client or the candidate lawfully terminate the engagement within 2 weeks of its commencement, provided the Agency has been informed by the Client in writing within 7 working days, then the Client is entitled to a replacement candidate. Should a replacement not be found, the Client will be entitled to a credit in accordance with the rebate at the Agency’s discretion.
14.2) Within 2 weeks – the Agency will replace the candidate at no charge or offer a credit note of the fee should a suitable replacement not be found
0-8 weeks – the Agency will credit the Client 50% of the Fee 9-12 weeks – the Agency will credit the Client 25% of the Fee
15) Third Party Introduction
Any introduction by the Agency is confidential. The Client must not, directly or indirectly introduce a candidate or his/her information to any third party where they are engaged in employment as a result. Should this occur, the Client will be liable for any costs or losses to the Agency incurred from the engagement.
In the event that the Client makes an offer of employment to an employee of the Agency, and that offer is accepted and the employee of the Agency becomes an employee of the Client, the following terms are applicable
15.1) The Client will become liable for the Service Fee outlined in clause 3above;
15.2) The payment terms in clause 4 will apply.
16) Liability for Loss or Damage
Except for any liability that cannot lawfully be excluded a party will be liable under or in connection with the terms outlined in this document only to the extent that the party has breached these terms.
The extent permitted by law, the maximum liability of each party relating to or in connection with these General Terms will be an amount equal to either:
For liability relating to breach of privacy, confidentiality and security obligations under this Agreement; two times the Charges paid or payable under the relevant Statement of Work during the 12 months immediately before the liability arose; or
For all other liability:
- (i) The charges paid or payable under the relevant SOW during the 12 months immediately before the liability arose; less
- (ii) Any amount paid or payable under that SOW for third party intellectual property rights, equipment or Products to be provided by us.
16.1) To the extent permitted by law, neither party will be liable for:
- 16.1.1 any indirect or consequential Loss, even if that party has been advised of the possibility of such Loss; and
- 16.1.2 any Loss of profit, business, revenue, anticipated savings, goodwill or opportunity; and
- 16.1.3 the Loss of any third party which is not a Related Company.
16.2) The limitation set out in this clause will not apply if the liability is due to :
- (a) A breach of obligations under the provisions of Client and Agency’s agreement;
- (b) fraud; or
- (c) Client’s failure to pay any amount due and owing under a SOW.
16.3) The Agency will not be liable due to:
17) Disputes of Agreements
The Client consents to the jurisdiction of the Magistrates Court in respect of any disputes arising out of this agreement. In the event of a dispute arising out of the agreement, the Agency shall be entitled to recover costs of an attorney and any outstanding fees.
The terms continue to apply for as long as the Agency provides Products and Services to the Client. Each SOW or other written agreement between the parties will start on the date specified in it unless terminated in accordance with these terms.
Either party may terminate these terms or a SOW (but not an order once accepted):
- (a) on giving the other party 90 days’ prior written notice;
- (b) if the other party is in material default of these terms or any SOW, the default capable of remedy and, within 60 days of receiving written notice of the default, the other party has not remedied or tabled a reasonably acceptable plan to remedy the default;
- (c) immediately on written notice if the other party is in material default of these terms or a SOW and the breach is not capable of remedy; or
- (d) immediately on written notice if the other party experiences, or looks likely in the reasonable opinion of the party to experience, an insolvency event (threatened or actual).