Terms and conditions
TERMS OF TRADE – WEBSITE DESIGN AND DEVELOPMENT
The following terms and conditions are between Hayes Design and the client:
Term: This agreement commences when work begins between the abovementioned parties with respect to the creation of a design project.
Terms of Trade
In these Terms of Trade:
“Client” means the person or entity requesting Services from Hayes Design.
“Goods” or “Materials” means tangible goods or materials supplied by Hayes Design to the client at any time, whether included in a Scope of Work or not including but not limited to documents such as flyers, pamphlets and other written materials.
“Intellectual Property” means all intellectual property rights and interests (whether legal or beneficial) and, without limitation, includes any discovery, invention or original designs (whether or not registrable as designs or patents), copyright in any software, drawings, plans, specifications, designs, know-how and trade secrets owned or used, registered and unregistered trademarks, semiconductor or circuit layout rights, trade or other proprietary rights or rights derivative of those rights (including licence rights) anywhere in the world, and any other rights in intellectual property which are recognised or protected under law.
“Project” means the project or projects conducted by Hayes Design in the course of providing the Services to the Client and includes any final products (including Goods or Materials) provided to the Client, whether included in the Scope of Work or not.
“Scope of Work” means the scope of work provided by Hayes Design to the Client setting out a summary of services, goods and/or materials to be supplied by Hayes Design to the Client.
“Services” means services supplied by Hayes Design to the Client at any time, whether included in a Scope of Work or not.
“Marketing Creation Worksheet” means a written worksheet prepared by the Client for Hayes Design and preferably conveyed by email setting out what is required in the design of the website and what is the target audience for the website. The worksheet will enable Hayes Design to scope the project.
- The Project
The Client is engaging Hayes Design for the specific purpose of developing and/or improving the Client’s marketing. The Client will provide to Hayes Design a Marketing Creation Worksheet outlining what is required with enough supporting material to enable Hayes Design to scope the project in terms of time and cost. The supporting material must include information of the market sector to which the Client’s project is to be directed.
Once the content has been completed and all payments received the website or material will be uploaded and installed at the Client’s hosting company or emailing in a print ready format (i.e. PDF). The Client hereby authorises Hayes Design access to and authorises the hosting provider to provide Hayes Design with “write permission” for any website directories for the Project and to make any future maintenance updates to the Client’s website.
- Scope of Work
The Scope of Work to be undertaken by Hayes Design is as follows:
- Project Schedule
Hayes Design and the Client must work together to complete the project by any agreed completion date. Extensions to the completion date and to the estimated price must be agreed in writing. Meeting the completion date depends on receiving the appropriate text and images from the Client.
The Client will give Hayes Design everything that is needed in the required format to complete the Project. It is crucial that the Client provides to Hayes Design their requirements regarding look, sound and feel of the intended website or marketing and the message they want to convey to their prospective clients.
Where the marketing is being created for a company it is the Client’s responsibility to ensure that all aspects of the design meet the specifications of the parent company’s guidelines. Hayes Design is not liable for any completed work that does not comply with the guidelines.
Unless otherwise agreed the responsibility of the written content of the marketing material lies with the Client. By default Hayes Design will endeavour to proof-read all text but the responsibility for errors or misstatements lie with the Client.
Photographs and images, unless otherwise discussed, are the responsibility of the Client. Photographs will be supplied either in digital or printed format. Photographs must be editable and of high quality. Hayes Design can suggest vendors of stock photography or search for stock photographs for the Client at our hourly rate.
Hayes Design agrees to work diligently to complete the Project in a professional and timely manner. The Client agrees to adhere to the payment schedule set out at the beginning of this agreement.
Hayes Design will maintain confidentiality of all materials provided by the Client.
- Hosting Provider
The Client may secure a Hosting Provider independently and is encouraged to do so to help control Client costs. Alternatively, Hayes Design can secure a Hosting Provider on the Client’s behalf for an additional fee.
- Domain Registration
The Client may secure a domain name independently or Hayes Design can arrange domain name registration for an additional fee.
- Cross Browser Compatibility and Validation
Hayes Design uses a WordPress CMS platform to develop websites. Platform and plug-in software are continuously being updated to add new features, address security concerns and patch bugs. For a monthly fee we will update WordPress and plug-ins, monitor SPAM and security, carry out site and database backups, fine tune search engine optimisation and provide technical support.
- Assignment of Design Project
Hayes Design reserves the right and the Client agrees to assign subcontractors to the Project to ensure the terms of this agreement are met as well as on-time completion. Hayes Design will keep the Client informed as to the work of subcontractors and will obtain estimates of subcontractors’ costs where necessary. Subcontractors will be bound to the same confidentiality as Hayes Design. The Client will be liable for all subcontractors’ costs associated with the Project.
A Client’s requirements may change during the Project to the point where the Project must be re-thought. Should that occur Hayes Design would develop a new quote factoring in whatever work has already been completed. The new quote will be in writing and signed by both parties.
- Content Management System (CMS)
Should the Client require the ability to safely and easily edit the content of the website (text and images) a simple text editor can be built into the website. The decision as to whether edits to the website will be carried out by the Client or Hayes Design as part of a maintenance agreement is entirely up to the client.
- Design Credit
The Client agrees that Hayes Design will put a by-line at the bottom of the Home page or web pages establishing design and development credit. The by-line must include a link to the Hayes Design’s website. The Client also agrees that the website created for the Client may be included in the Hayes Design’s portfolio.
- Ownership of Intellectual Property
The Client guarantees that any elements of text, graphics, photos, designs, trademarks or any other artwork provided to Hayes Design for the Project are either owned by the Client or the Client has permission from the rightful owner to use each of these elements. The Client will fully indemnify Hayes Design against any liability arising whatsoever.
Upon completion of the Project and upon full payment for services rendered, Hayes Design will transfer all final PDF files to the Client as is appropriate for printing or other graphic files as detailed in the Scope of Work and deliverables. At that point ownership shall pass to the Client and the Client will own the website.
Source files and raw code are not transferred to the Client and remain under copyright to Hayes Design. If the Client requires the source files, they will be subject to a separate quotation (usually design costs of the work x 3).
Software and third-party graphics or programs are not transferred to the Client and remain under copyright of the respective owners or publishers.
Some third-party licences restrict Hayes Design from supplying the Client with fonts. To protect the Client from violating third-party copyright these fonts may not come with the Client’s brand styling. Hayes Design will advise the Client on what might be an appropriate source so that the Client can purchase the copyright for themselves.
All branding projects come complete with a brand style guide, including information about the colours and fonts used and information as to which formats are used for different purposes.
Hayes Design reserves the right to display websites and graphics that have been designed and/or built by Hayes Design on this website www.hayesdesign.co.nz and in any marketing material.
Hayes Design reserves the right to resell custom design and websites that remain unpaid for by the original client. Hayes Design also reserves the right to resell unaccepted mock-ups or other graphics created by Hayes Design but not in legal use by the Client.
- Maintenance Agreements
Maintenance agreements of the website are negotiated on a client by client basis. Maintenance agreements may be on a fixed monthly rate basis or for work carried out when required on an hourly rate basis. Often Clients would like changes to the website after it has been uploaded, for example adding more photographs or changing the script. These additions can be dealt with on an hourly basis.
Any dispute or difference arising out of or in connection with this contract or the subject matter of this contract, including any question about its existence, validity or termination, shall be referred to mediation in accordance with the Mediation Rules of the New Zealand Dispute Resolution Centre (NZDRC).
- Agreement Non-transferable
This agreement is non-transferable to another party without the written permission of Hayes Design. The agreement is a legal document under the jurisdiction of the High Court of New Zealand.
- Force Majeure
Force majeure means an event or circumstance for which Hayes Design shall not be liable, being beyond the reasonable control of Hayes Design which results in or causes the failure of Hayes Design to perform any of its obligations under these terms of trade or Scope of Work, including fire, flood, act of God, insurrection, sabotage, acts of terrorism, industrial disturbance, acts of vandalism and changes in legislation or regulations of any government.
- Charges and Revisions
From experience fixed-price contracts are rarely beneficial to the Client, as they often limit the Client to the first idea about how something should look, or how it might work. We recommend that Clients do not limit either their options or opportunities to change their mind.
The estimation/quotation price at the beginning of a project is based on the number of hours that Hayes Design estimate are needed to accomplish everything the Client has told Hayes Design that they want to achieve.
There will not be a problem to add extra pages, content or templates or even new functionality. The Client will be charged at the hourly rate set out at the beginning of this document. All requests to make changes should be in writing preferably by email.
- Payment Schedule
Website fees to Hayes Design are due and payable on the following schedule:
– Initial payment of 50% due on signing the Terms of Trade and will signal the commencement of work on the Client’s website.
– Second payment of 40% due upon the Client’s approval of the basic website layout and design on the information site www.hdbuild.nz .
– Final payment of 10% due on completion and uploading to the Client’s preferred hosting provider.
Graphic design work is invoiced and payable on the 20th of the following month.