Please read this agreement below in its entirety. All users of our service will be bound by this agreement. These terms and conditions may be modified at any time and without notice. All users, both previous and new are always subject to the newest terms posted here at all times. This agreement only applies to standalone website design services, such as setup up a new regular website, or updating an existing website. It does not apply to Software as a Service Websites.

WEB DESIGN TECHNICAL SERVICES CONTRACT (GENERAL) - Design Lounge Limited

Offered to [name] (the client), by Design Lounge Limited (the vendor)
For the purpose of developing the client’s website, as per estimated amount or our hourly rate.

Scope
The vendors are offering to the client, the development of their website (the development). This document outlines the terms of the offer of this type of service. The vendors agree to perform services necessary to complete the required development in accordance with the requirements of the client. The client will supply all documentation, and detailed specifications of their requirements at the specified times during the development process. The vendor will develop the project to ensure that it performs the functions intended for the web site in conjunction with the client’s requirements.

Development
At certain times during the duration of a project, the vendor will need to go back to the client for essential feedback. Unless otherwise agreed, the client will have seven (7) days to examine the development and to provide feedback, to enable the project to proceed. Failure to provide the vendor with feedback within the specified period, the development to date will have been deemed to be acceptable, and the next stage will continue. If the vendor is unable to continue with the project due to requiring more information for more than fourteen (14) days (effectively delaying the project), the final invoice or an invoice totalling the percentage of work completed to date, will be issued. The final work to complete the development will then be prioritised against current work. If any delay from the client is extensive and not negotiated, additional fees may be required to complete the work.

The website will be developed to work on the current generation of web server software. The web server is where your website is stored along with other websites, allowing it to be viewable on the internet. Please note that over time, the web server software will get updated with both security updates and new server software versions and features.
These updates do not change your websites code, but may result in issues for the website code when it tries to interact with the servers new software, if there are incompatibilities with the new and old software. This is especially the case with websites built on Content Management Systems (CMS), and E-Commerce websites.
This is the equivalent of a computers operating system being updated, and old software or hardware on your computer then experiencing issues with compatibility. These updates may result in the websites code needing to be updated to work on the new server software to make it compatible. Usually patches and updates will be released by the relevant developers allowing the software to be updated, and it will also often add new features. However sometimes software developers do cease development and support, as the software reaches the end of it’s lifecycle.

Any updates and patches that are needed on a website, would be done at the clients expense, and must be requested. Such updates may include template updates so the website still works with the newest software and web browsers. We don’t automatically apply updates without the clients request. Updates would be considered one of the costs of owning and maintaining a website to keep it safe and secure, as well as adding new features to keep it current.

We are only able to test a website during development, on the server platform it was developed under, and not on future server platform releases that have still to be developed and released. Any updates or issues that a client needs addressing in the future after the website has been completed, will be charged at our normal web design or developers hourly rate.

The website will be designed to work with the current generation of the most popular web browsers. The current generation refers to the current version of a web browser, at the time the website is being developed. This includes the current generations of Internet Explorer, Firefox, Safari and Chrome, which are considered as the most used web browsers. It may not be fully compatible with older out-dated versions of web browsers, or more obscure web browsers. As new versions of browsers are released overtime, it is possible that your website may experience issues with new versions of web browser, as it wasn’t designed or tested in those versions of the browser. Any issues that a client needs addressing in the future will be charged at our normal web design or developers hourly rate.

No part of this contract binds us to do future work for the client. So we reserve the right to decline any future work.

For SaaS websites, the  SaaS providers ongoing service terms and conditions will also apply.

Email and Domain DNS hosting will be on our NZ based Lounge Network. These services will be bound by our ongoing hosting terms at http://web.loungenetwork.co.nz/conditions/

Third Party Software & Services
Certain third party software will also require updating or patching from time to time with software or security updates, for it to continue to work, and any updating or patching of software (if it is possible to do), is done at the client’s expense. The vendor doesn’t provide any warranty or liability for any third party software/website scripts or services that are included in the website.

Change Request Procedure
The vendor shall complete the development to the specifications outlined in the quote and/or proposal/brief. Changes to the specification during the project are to be requested via e-mail to the vendor, at the earliest possible time, and will be prioritised against the current work being undertaken. Further charges may apply depending on the nature of the changes.

Charges and Payments
Development Price -  Website design, graphical work and support will be charged at our hourly rate $100 +GST per hour. This is broken down into 6 minute intervals at $10 + GST per interval.

Specialised development backend work as a result of a change request will be charged at our developer’s rate at the time plus GST. If appropriate notice is given the vendor will provide an amended quote for the additional work.

Ongoing service fees:

• Shopping cart hosting and SaaS lease: TBA
• DNS hosting and unlimited email hosting: TBA
• .NZ Domain name renewalsL TBA

Service fees commence as soon the development begins. They will apply whether the website is live and completed or not.

Payment
Payment is to be made within fourteen (14) days following invoice, or on the 20th of the month, whichever is sooner. A ___ (___) percent deposit is required before work is commenced. The balance will be invoiced upon satisfactory completion of the project. For large projects, a progress payment system may need to be implemented for payment at key stages of the project.

Our payment details can be found below

Account Name: Design Lounge Ltd.
Account Number: 06 0501 0900613 00
Bank: National Bank of New Zealand
Ref: ______________

For large projects, a progress payment system may need to be implemented for payment at key stages of the project. Interest may be charged on any amount owing after the Due Date at the rate of 10% per month or part month, plus a late payment administration fee of $25 + GST. Interest will accrue from the Due Date to date of actual payment. Interest on unpaid accounts is compounded monthly. Any payments to us will be applied first to the interest and administration fees, and then to the other monies owed to us. Invoices that remain unpaid will be referred to our collection agency and will incur collection and related charges at the clients expense. Failure to make payment by the due date may also see suspension or termination of any services you have with us, which may result in the loss of data.

Acceptance of completion
Upon advice from the vendor that the project has to its satisfaction been completed, the client will have seven (7) days to examine the development and determine whether or not it is consistent with their requirements. If no advice has been received from the client within this time frame, the project will be deemed to be acceptable and a final invoice issued.

If the development fails to meet the Acceptance Test, the client shall notify the vendor of such failure in writing (email) and the vendor shall have fourteen (14) days after receipt of the notice to correct, modify, or improve the development so that it conforms to the required specifications. Thereafter, the client shall have seven (7) days in which to re-conduct the Acceptance Tests specified above.
After acceptance of the work, no warranty will be provided. Where third party scripts or open source code are used, no warranty will be provided.
If a dispute arises about anything in relation to this agreement then the Client or Vendor must notify the
other in writing that there is a dispute and give the details to it. Then in good faith the dispute should attempted to be
settled amicably. Where mediation is decided on both parties shall bear their own costs and half of the mediator’s.

Confidentiality
Both parties agree that, unless they have the prior written consent of the other, they will not use or disclose to any third party (other than for the purpose of performing this Agreement) the terms of this offer or any information that is confidential to the other party.

Publicity
Neither party will advertise or publicly announce any matter relating to the existence of this offer, without the other's prior written consent, which will not be unreasonably withheld.

Documentation
All required documentation for completion of this project shall include the following to be forwarded to the vendor at the commencement of work.
· All branding and related materials, which will be essential for the design process including colour specifications
· All copy and content that is to be included in the website.
· All images that are to be used on the website in electronic format, unless agreed prior.
· All ftp passwords and domain name details(where applicable), to allow us to setup your new hosting space on our servers.
Documentation will be returned to the client if requested, on completion and payment of the project.

Ownership
Once the vendor receives full payment, the client will become the owner of the development. For SaaS websites, the backend software used to run the website will remain owned by the SaaS provider, and SaaS websites are not be able to be transferred to another provider.
The completed work may only be used for the website/application that it was intended for. Therefore if the website design is to be replicated for a different websites, permission must first be sought from the vendor, and any additional fees will need to be paid to the vendor if applicable.
The vendor may include a small text hyperlink from one page or more pages on the client’s website, to www.designlounge.co.nz website for advertising purposes. The vendor may also include images of the work, and associated information and links on their own website portfolio, www.designlounge.co.nz, for promotional purposes.

Indemnification
The client warrants that everything they provide to the vendor to use on the development is legally owned or licensed to client. The client agrees to indemnify and hold the vendor harmless from any and all claims brought by any third-party relating to any aspect of the Web Site, including, but without limitation, any and all demands, liabilities, losses, costs and claims including attorney’s fees arising out of injury caused by client's products/services, material supplied by client, copyright infringement, and defective products sold via the Web Site.
The client agrees to indemnify the vendor from responsibility for problems/disruptions caused by the development and third-party services and software that client may use, including but not limited to SaaS providers, payment providers, merchant accounts, shopping carts, content management systems, shipping, website / email / domain hosting services, real time credit card processing, lost or corrupt data and any other services that relate to the ownership and operation of the development. Further, the client agrees to indemnify the vendor from responsibility for problems resulting from hackers, cyber terrorism, Denial of Service attacks on the development or servers by third parties, and credit card fraud.

In addition the client agrees to indemnify the vendor from responsibility in the event that the Ecommerce SaaS provider has service interruptions, stops providing the service, or ceases trading. Such issues with a third party SaaS provider will be beyond our control.