By using cdmdotnet development services you are agreeing to the following terms and conditions.
cdmdotnet Ltd will endeavour to operate in a fair and reasonable manner at all times and it is part of cdmdotnet Ltd's ethos to ensure cdmdotnet Ltd maintains a great relationship with their clients. It is, however, important to have certain contractual aspects agreed in order to protect both parties. By undertaking a Web site design or development project with cdmdotnet Ltd the client is agreeing to the following terms and conditions.
01. Relationship of the Parties
The parties intend that an independent contractor relationship will be created by this contract, and that no partnership, joint venture or employee/employer relationship is intended or implied.
02. Project Process
cdmdotnet Ltd cannot always guarantee to start work immediately on a project but will arrange a date with the client as to when work can commence.
If cdm has produced a proposal document for the project then cdm will endeavour to work within the time frames scheduled, provided the client supplies cdm with:
- Data, information, logos, designs, graphic and related materials to be incorporated into the Web solution by the scheduled data collection delivery date.
- Payment the 50% deposit prior to the design call.
- Where applicable comply with all the terms of the Web hosting agreement.
During the Web site Development Cycle cdmdotnet Ltd may at intervals place versions of the client's Web site on one of cdmdotnet Ltd's demonstration servers in order that the client may view and comment upon the Web site's progress, and approve design concepts and prototypes. When both cdmdotnet Ltd and the client agree that the Web site meets the criteria agreed during the projecting process, cdmdotnet Ltd will invoice the client for the remainder of the amount due for the project.
03. Acceptance Testing
The client will conduct the acceptance tests on the deliverables as soon as possible after installation to ensure that they perform in accordance with the proposal. If a deliverable does not pass the acceptance test, cdmdotnet Ltd will correct the failure. The client will then repeat the acceptance test. Such processes shall continue until the relevant deliverable passes the acceptance test.
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.
The copyright for all material provided by cdmdotnet Ltd, such as HTML code, graphics, photographs and text, will remain the property of cdmdotnet Ltd until such time as payment has been made in full whereupon they will become the property of the client.
All software code provided as a part of the Web site will remain at all times the property of cdmdotnet Ltd. 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. The client will be given access to the source code and may take the code to another developer for purposes of maintaining or extending upon the system.
The parties acknowledge that cdmdotnet Ltd may accept jobs from other clients to develop Web solutions with the same or similar functionality to the Web solution, and that cdmdotnet Ltd may replicate and exploit all techniques, structures, designs and individual modules of program code used in the creation of the Web solution.
All prices are quoted exclusive of GST. GST is payable by New Zealand residents, this cost does not apply to overseas orders.
06. Terms of Payment
An invoice for 50% of the price for the project will be provided on acceptance of the proposal. This invoice must be paid before the project can commence, unless otherwise agreed upon by both parties.
Once the project is completed and approved by the client the final 50% will be invoiced. Payment for this invoice shall be made within 7 days of the date of issue of the invoice unless otherwise arranged, unless otherwise agreed upon by both parties.
If the client is responsible for withholding information for completion, the Web site is then deemed payable in full after 30 days from initial start date.
If a payment is returned by the bank as unredeemable, the client will be deemed to be in default, and will be liable for a "returned payment" charge of $25.00. Non-electronic payments may incur a $5 handling fee.
Accounts are in default if payment is not cleared by the due date on the invoice. Accounts in default are subject to a late payment charge of $25 and an interest charge of 10 % per month on the outstanding balance.
If cdmdotnet Ltd is required to hand the clients account over to a debt collection agency for collection the client will be liable for any collection costs incurred.
cdmdotnet Ltd provides maintenance services for its clients; however any maintenance or updates are outside the scope of the design project. When updates are required cdmdotnet Ltd will provide time and materials based quotes for this work.
08. Validity of the Agreement
Either party may terminate the agreement on 7 working days' written notice to the other party.
cdmdotnet Ltd reserves the right to cease immediately without liability to provide the service and to terminate this agreement if the client should go into liquidation or bankruptcy, or if the client fails to meet any obligation in accordance with this agreement.
If at any point during the Web site Development Cycle a client wishes to cancel, they may do so but will be invoiced an amount that cdmdotnet Ltd judges to be proportional to the amount of work completed on the project. If the amount of work completed is judged by either party to be less than half the project, no invoice will be issued for the remaining balance, however the 50% deposit shall not be refundable.
09. Assignment and Delegation
cdmdotnet Ltd may assign or transfer their rights and responsibilities under this contract to another party.
cdmdotnet Ltd may also subcontract the performance of any of their responsibilities under this contract to another party.
This client may not assign or transfer any of their rights or responsibilities under this contract to anyone else without cdmdotnet Ltd's prior written consent.
The client agrees that cdmdotnet Ltd 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 cdmdotnet Ltd may have been notified of such damage or claims.
cdmdotnet Ltd shall not be liable to the client 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 or manufacturing facilities, accidents, interruptions of, or delay in, transportation or any other cause beyond cdmdotnet Ltd's control.
The client agrees to defend, indemnify and hold cdmdotnet Ltd 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 cdmdotnet Ltd to the client under this agreement, including without limitation claims made by third parties (including the clients customers) related to any false advertising claims, liability claims for products or services sold by the client, claims for patent, copyright or trademark infringement, claims due to disruption or malfunction of services provided hereunder, or for any content submitted by the client for publication by cdmdotnet Ltd.
If, despite the other provisions of this agreement, cdmdotnet Ltd is found to be liable to the client then its liability for any single event or series of related events is limited to the Fees.
Due to the public nature of the Internet, all material submitted by the client for publication will be considered publicly accessible. cdmdotnet Ltd does not screen in advance customer material submitted to cdmdotnet Ltd for publication. cdmdotnet Ltd's publication of material submitted by customers does not create any express or implied approval by cdmdotnet Ltd of such material, nor does it indicate that such material complies with the terms of this agreement.
11. Applicable law
The Consumer Guarantees Act 1993 may apply to any services cdmdotnet Ltd provides to the client if the client acquires these services for personal, domestic or household use. If this act applies, all rights the client may have under it apply in addition to the rights the client may have in this agreement. Nothing in this agreement will limit or exclude the clients rights under this act.
Where the client acquire or hold itself out as acquiring cdmdotnet Ltd's services for the purpose of a business, then the client agrees that the provisions of the Consumers Guarantee Act 1993 will not apply to cdmdotnet Ltd's service or the provision of any other services to the client.
This agreement shall be deemed to be an agreement made in New Zealand and shall be subject to, governed by and interpreted in accordance with the laws of New Zealand.
12. Non Waiver
Failure by any party to enforce any right or obligation with respect to any matter arising in connection with this contract shall not constitute a waiver as to that matter or any other matter either then or in the future. Any waiver of any right or obligation under this contract shall only be of any force and effect if such waiver is in writing and is expressly stated to be a waiver of a specified right or obligation under this contract.