Terms and Conditions

Please read this agreement in its entirety. All users of our services will be bound by this agreement. We may update this Agreement from time to time. Your use of our Services after the date on which updates are stated shows your unconditional agreement to them as set out below.

Where applicable you will comply with all of the Web hosting terms.

Definitions of Definitions

The following words and expressions shall have meanings hereby assigned to them except where the context otherwise requires:

"Digital Design Media Ltd", "us", "we" and "our" means Digital Design Media Ltd or any agents, employees or sub contractors thereof.

"Client" and "You" shall mean any person acting on behalf of and with the authority of the client, or any person purchasing goods or services from Digital Design Media Ltd.

"Goods and services" shall mean all goods, products services and advice provided by the company to the client and shall include without limitation all website design & development, website banners, print advertising, brochures and all associated services and all charges for materials, or any fee or charge associated with the supply of goods and services by the company to the client.

"Testing phase", "Test", "Tests" shall mean the clients obligation to conduct a thorough check of the website within 2 weeks of installation to ensure the website performs in accordance with the scope.

1. Contract

1. All quotations and tenders are given and contracts are made by the Company subject to and only upon these terms and conditions, which cannot be varied unless previously agreed in writing by an authorised officer of the Company and these terms and conditions supersede any other terms and conditions of the Client and any course of dealing established between the Company and the Client.


2. Tenders and quotations may be withdrawn or varied by the Company at any time and unless otherwise specified shall be deemed to be withdrawn automatically at the expiry of 21 days from their date of issue.


3. No binding contract will in any case arise until the Client's order is accepted in writing by the Company.

2. Specifications

1. The Client shall be responsible for ensuring that any designs, specifications, information or instructions supplied by the Client or by any agent or representative of the Client are clear and correct in every particular and meet the Client's requirements and purposes whether or not the same have been communicated to the Company, and the Client shall indemnify and hold the Company harmless in respect of any liability, loss, injury, damage, demand, cost, charge or expense which may be incurred or sustained by the Company by reason of or arising directly or indirectly out of any claim in respect of any omission, inaccuracy, ambiguity or illegibility in respect of any such designs, specifications, or information or otherwise in relation thereto.


2. Any samples illustrations descriptive material or specifications made available by the Company including (but without limitation) designs and estimates of performance, shall not form part of the contract but shall be treated as approximate only unless specifically stated otherwise. All samples and documents containing such illustrative or descriptive material (as well as the copyright therein) shall remain the exclusive property of the Company and must not be copied or loaned or transferred.


3. If during the project process you request additional or changed functionality/content from the deliverables outlined in the specification or scope, then the Company will provide an additional quote which will be in addition to the cost of the website.


4. The Web Solution will be designed to operate with the following PC browsers: Internet Explorer 6 and 7, and Firefox 1.5 and 2

3. Estimated Time

The Company shall take reasonable steps to execute the contract within the quoted period which period shall (unless otherwise specified) commence from the date of receipt by the Company of all instructions and information necessary for the execution of the contract, but such time is not guaranteed, nor deemed to be of the essence of the contract. The estimated time for completion of the contract by the Company shall be extended by a reasonable period if there is any delay due to any cause beyond the reasonable control of the Company

4. Delivery

Delivery is determined by the site being uploaded to the client's web hosting account.

After delivery it is your obligation to run through the Testing phase of the Product or service to ensure the Product or service performs in accordance with the scope. If the Product or service does not perform to the specifications of the scope then we will make the required corrections/changes. You will then repeat the Testing phase. Such processes shall continue until the site performs to the specifications in the scope.

5. Price and Payment

1. The contract price excludes Goods and Services Tax, or any other tax or duty payable; the amount of such taxes or duties shall be added to the contract price and shall be payable by the Client in the same manner as the contract price.


2. The Client will be notified prior to delivery of any required changes outside of the original specifications provided by the Client, and the Company shall be entitled to adjust the contract price by such amount as it thinks fit in the event of any change made by the Client outside the original specifications supplied.


3. Any change in the original specifications and the contract price, as outlined in clause 5.2 above, must be made in writing and authorised by both the Client and the Company.


4. Payment shall be made not later than 7 days (unless otherwise arranged) from the date of the invoice, time being of the essence of such payment (the Due Date). All payments shall be made in full without deduction in respect of any set-off or counterclaim.


5. The contract price shall be payable by the Client notwithstanding any delay in delivery or performance under the contract and notwithstanding any adjustments or corrections of defects which may be required to the Goods and services provided to the client.


6. Any expenses, disbursements, legal costs, debt collection costs or any other cost incurred by the Company in the enforcement of any right or obligation under this contract shall be paid by the Client.


7. In default of any such prompt payment; you undertake to pay such late interest at the rate of 2% or $15.00 which ever is greater on any amount outstanding.


8. The Company reserves the right to require the payment of a deposit prior to commencing any work under this contract.


9. The Company warrants that the website package will be free of any defects of workmanship and further warrants that it will fix any such defects at no charge to the Client should they become apparent within testing phase.


10. Should any defects become apparent after the testing phase has been signed off by you or if you require any ongoing Technical Support after delivery of the website, then the provision of these services shall be charged at the Company's then current hourly rate.

6. Copyright

1. All material both text and images supplied by the client and used in the construction of the client's Web site, will remain the client's property. All such material will be assumed to be the property of the client and free to use without fear of breach of copyright laws.


2. All software code provided as a part of the Web site will remain at all times the property of the Company. The client will be granted a single use, single site, source code license to the software code. The client may not sell or redistribute the software code. The client may not use the software code in more than one installation.


3. All intellectual property rights are reserved to and owned by the Company or its related bodies corporate or, in some cases, third parties.

7. Insolvency or Default

If the Client shall make default in or commit any breach of any of its obligations to the Company (including but not limited to any failure to make payment on the Due Date of the contract price or of any interim payment or other sum payable by the customer to the Company) or if any distress or execution shall be levied upon the Client or if the Client shall offer to make any arrangement with creditors or commit any act of bankruptcy or if any petition in bankruptcy shall be presented against it or if the Client is a limited company any resolution or petition to wind up the Client (other than for the purposes of amalgamation or reconstruction which becomes effective) shall be passed or presented or if a Receiver shall be appointed over the whole or any part of the assets of the Client then all sums outstanding in respect of any goods supplied under any contracts made from time to time between the Client (or any subsidiary, parent or associated company of the customer) and the Company shall be immediately payable to the Company and the Company shall have the right by notice in writing given to the Client to suspend forthwith the design, delivery or supply of any further software packages and to determine any unexecuted contract with the Client or at its option to make partial deliveries, without prejudice to any other remedy which the Company may have.

8. Liability

1. If the contract provides for delivery by instalments, delay in delivery or non-delivery of any instalment shall not entitle the Client to treat the contract as at an end or to reject any other instalment.


2. You agree the Company will not be liable for any indirect or consequential damages, including but not limited to, loss of profits or for any claim made on the client by any other party, even though the Company may have been notified of such damage or claims. We shall not be liable to you for any loss or damage directly or indirectly arising out of or in connection with any delay in delivery of the goods or failure to perform its obligations under this agreement where such delay is caused directly or indirectly by an act of God, armed conflict, labour dispute, civil commotion, intervention of a government, inability to obtain labour, materials, facilities, accidents, interruptions of service, or delay in, transportation or any other cause beyond our control.


3. You agree to defend, indemnify and hold us harmless from and against any and all claims, losses, liabilities and expenses (including attorneys' fees) related to or arising out of the services provided by us to you under this agreement, including without limitation, claims made by third parties (including your customers) related to any false advertising claims, liability claims for products or services sold by you, claims for patent, copyright or trademark infringement, claims due to disruption or malfunction of services provided hereunder, or for any content submitted by you for publication by us.


4. Due to the public nature of the Internet, all material submitted by you for publication will be considered publicly accessible. We do not screen in advance customer material submitted to us for publication. The Company's publication of material submitted by customers does not create any express or implied approval by the Company of such material, nor does it indicate that such material complies with the terms of this agreement.


5. The Company accepts no liability for any such fault defect loss or damage arising directly or indirectly from any breach by the Company of the terms of the Contract or of the general law and in particular (but without limitation) the Company shall not be liable for other faults or defects in quality which shall therefore not be a ground for the cancellation of the Contract or for the balance of the contract price by the Client.


6. The Company shall not be liable in any circumstances whatsoever, whether in contract, tort or otherwise, for delay, loss of production, loss of anticipated profits or revenue or contracts, loss of or damage to other property or for any other indirect or consequential loss or damage arising from any cause whatsoever.


7. The Company shall not be liable in any circumstances whatsoever, whether in contract, tort or otherwise for any adverse effects on the Client's domain as a result of the Company's uploading the software package, nor shall the Company be liable for any consequential losses incurred by the Client as a result of any adverse effects resulting from the Company uploading the software package onto the Client's domain.


8. The Company shall not be liable for failing to perform the contract whether wholly or in part if the failure is caused either wholly or in part by any circumstance outside the Company's control.


9. If the Client wishes to rely upon any representation made by or on behalf of the Company but not expressly embodied in any tender, quotation or contract to which these Conditions apply, the Client shall give the Company written notice of such reliance before the Company incurs any obligation consequent upon such representation and the Client shall not otherwise be entitled to rely upon such representation unless the same is specifically agreed to in writing by the Company.


10. All property supplied to the Company by or on behalf of the Client shall while it is in the possession of the Company or in transit to or from the Client be deemed to be at the Client's risk unless otherwise agreed in writing and the Client should insure accordingly.

9. Miscellaneous

1. No forbearance or indulgence shown or granted by the Company to the Client whether in respect of these Conditions or otherwise shall in any way affect or prejudice the rights of the Company against the Client or be regarded as a waiver of any of these Conditions.


2. No forbearance or indulgence shown or granted by the Client to the Company whether in respect of these Conditions or otherwise shall in any way affect or prejudice the rights of the Client against the Company or be regarded as a waiver of any of these Conditions.


3. The Company and the Client shall not assign any rights or obligations under this contract without the written approval of the other party.


4. The Company shall be entitled at its discretion to register a security interest over the Goods and services provided to the client on the Personal Property Securities Register, as provided for in the Personal Property Securities Act 1999. In the event that a security interest is registered the Company will withdraw its security interest on receipt of payment in full from the Client.


5. If any clause or provision of this contract is deemed to be illegal, unenforceable, invalid or void, then the validity and enforceability of the remaining sections will not be affected or prejudiced


6. This Contract shall be governed by and construed in all respects in accordance with New Zealand law and the customer hereby submits for all purposes of and in connection with this contract to the non-exclusive jurisdiction of the New Zealand courts.