Terms and Conditions

We've created these terms and conditions to be somewhat readable so that you can understand how we work. Please contact us if you've got any questions or you'd like anything clarified.

1. Definitions
In this agreement, the following definitions apply unless otherwise specified:
1. 'Confidential information' includes:
(a) Source code and other aspects of the backend design developed for the client; and
(b) Any other material which the client advises WebSpring is confidential.

'Confidential information' does not include material which is already publicly available or lawfully becomes publicly available after it is received from the client.

2. 'Speculative works' shall include any work submitted to the client or third party by WebSpring on a speculative basis.
3. 'Intellectual Property' means: all intellectual property rights including, but not limited to: copyright, inventions, patents and patent applications, trademarks, software, source codes, text, images, designs, logos, data sets, and trade-secrets.

2. Payment
1. WebSpring offers 2 payment options depending on the value of the project:
(a) 100% upfront payment.
(b) 50% payment upon sign-off, 50% payment upon completion.
2. For projects less than $1,499 WebSpring requires payment by way of option (b)
3. For projects between $1,500 and $9,999 the client may choose between payment options (a) or (b)
4. For projects $10,000 and over, WebSpring requires payment by way of option (a)
5. In all cases, payment upon the receipt of invoice is expected within seven days.
6. All invoices are emailed only - the client bears the responsibility to regularly check their email.
7. If an account reaches 30 days from the time of its receipt, 10% fee of the total monies owing at 30 days will be incurred for administration charges.
8. If a client's debt is passed onto a third party, the client will incur ALL associated costs, including debt collection process cancellation fees if incurred.
9. If the account is not paid within 90 days, the website may be suspended.  A reconnection fee of $120 will apply, and must be paid upfront along with all outstanding amounts prior to the site being reconnected.

3. Planning & Client's Instructions
1. Proposals, estimates and specifications shall be deemed to interpret the client's instructions. Clients are advised to exercise care and attention when checking these documents before work begins.
2. Proposals shall lapse unless accepted within 30 days from the day given, unless otherwise stated.
3. Work will be developed to meet the requirements of the latest version of a specification or estimate that has been signed off by the client.
4. WebSpring shall not be held liable for errors and omissions arising from an oversight or a misinterpretation of a client's verbal instructions.
5. WebSpring reserves the right to review and / or alter pricing in the event of changed client requirements.

4. Speculative Works
1. Speculative Works shall remain the property of WebSpring, unless the client agrees to proceed with utilising the work and pays in full for such work, in which case WebSpring assigns to the client all rights including copyright these Speculative Works with effect from the date payment for such works is received in full by WebSpring. No use of Speculative Works or any idea obtained from such work shall be used by the client unless paid for in full or the express written agreement from WebSpring is obtained.

5. Inactive, Suspended and Cancelled project
1. If work is held awaiting client instructions for longer than 7 days without prior arrangement, WebSpring reserves the right to discontinue the project and invoice work done to date and materials used in that work.
2. The suspension of any work at the client's request will entitle WebSpring to full payment for all work and/or services in progress at the time of suspension and for any work already completed that has payment outstanding. WebSpring reserves the right to refuse the quotation for the uncompleted portion of the contract if work is suspended for more then 30 days.
3. If a project is terminated before completion, WebSpring will be compensated for all fees and disbursements incurred up to the date of termination.

6. Project Rescheduling 

1. WebSpring requires content, design feedback and final launch feedback in a timely manner.

a. If a project milestone is rescheduled more than 2 times (typically 2 weeks) we reserve the right to charge a rescheduling fee to cover administration costs.

b. If a project milestone is rescheduled more than 4 times (typically 4 weeks) we reserve the right to put the project on hold, invoice completed work and charge a rescheduling fee when the project is resumed. 

7. Copyright, Intellectual Property and Confidentiality
1. Except for any third party software or pre-existing software belonging to WebSpring, all intellectual property developed relating to the Website shall be the sole property of the client.
2. The client will, upon payment in full for the work, receive a licence to use any pre-existing software belonging to WebSpring and any third party software, that may be required to operate or maintain the Website.
3. Upon completion of the project, WebSpring will also receive an irrevocable, royalty-free license to utilise the Intellectual Property created by WebSpring and employed in the website. Such license may include the client's trade marks, logos, names, or any other branding relating to the client's business.
4. WebSpring will indemnify the client in respect of any claims, costs or expenses arising from any third party allegation that code written or supplied by WebSpring infringes a third party's copyright.
5. A copyright notice will be displayed at the bottom of each page in the site, as follows:
Copyright © 2009 (Your Company Name Here)   All Rights Reserved   Website developed by WebSpring (linked to webspring.co.nz)
6. WebSpring will treat all confidential information belonging to the client in the strictest confidence and will not, without the prior written approval of the client:

(a) Disclose the confidential information to any person or organisation outside WebSpring; or
(b) Disclose the confidential information to any director, employee, or agent of WebSpring who does not need to know the Confidential Information for the purpose of this Agreement; or
(c) Use any of the confidential information other than for the purpose of this Agreement or otherwise in any way which will be detrimental to or in conflict with the interests of the client.

8. Claims for Remedy
1. Any complaint shall be made in writing within 21 days of receipt of goods or services in order to remedy faults or complaints. Any disputes pertaining to invoices received after 21 days will be null and void.

9. Outside Influences
1. WebSpring shall not be responsible for any delay, default loss or damage due to any industrial disputes, accidents, hackers, Acts of God, equipment failure or mischievous damage or other causes beyond WebSpring control.

10. Liability
1. WebSpring shall not be liable for any indirect of consequential loss or for the loss to a client arising from third party claims occasioned by errors in carrying out the work or by delay in delivery or by failure in equipment.

11. Technology
1. WebSpring only support technologies for browsers and computer settings that were current at the time of development. We accept no responsibility if technology changes and a product or service is no longer accessible.

12. Illegal or Libellous Matter
1. WebSpring shall be indemnified by the client in respect to any claims, costs end/or expenses arising from any matter, which is illegal, libellous in matter or in breach of the Fair Trading Act 1986 or any other statute or any infringement of copyright, patent or design.

13. Removal of Material from Server
1. WebSpring reserves the right at all times to remove without notice a client's material from its server if WebSpring deems material on the client's website to be of an illegal and/or libellous nature.
2. WebSpring reserves the right at all times to remove without notice a client's material from its server for failure to pay fees owed in accordance with WebSpring's payment terms.

14. Suitability
1. No guarantee shall be given or implied that the goods or services supplied to the client's instructions or designed by WebSpring to those instructions are suitable for specific market requirements unless those are documented and / or from part of the original Proposal

15. Consultation
1. WebSpring agrees to ensure full consultation with the client throughout the development process.

If you have any further questions, or would like anything clarified - please contact us.