Last updated: 12/05/2018
Between we/us (Twohill & Co Ltd) and you (the customer)
We'll always do our best to fulfil your needs and meet your expectations, but it's important to have things written down so that we both know what's what, who should do what and when, and what will happen if something goes wrong. What we want is what's best for both parties, now and in the future.
So in short;
You are hiring us to design and/or develop a software solution for the estimated or fixed total price as outlined in our correspondence.
You: You have the authority to enter into this contract on behalf of yourself, your company or your organisation. You will give us everything we need to complete the project as and when and in the format we need it. You will review our work, provide feedback and approval in a timely manner too. Deadlines work two ways, so you'll also be bound by dates we set together. You also agree to stick to the payment schedule set out at the end of this contract.
Us: We will complete your project as specified in the Deliverables section of your Scope of Work and we will do it all in a professional and timely manner. We will endeavour to meet all deadlines set and we will maintain the confidentiality of everything you give us.
We create flexible layouts that adapt to the capabilities of many devices and screen sizes. We create designs iteratively and use predominantly HTML and CSS so we generally will not waste time mocking up every template as a static visual.
You'll have plenty of opportunities to review our work and provide feedback. We'll give you access to our project management space and have regular, possibly daily contact.
During the web site development cycle we may at intervals place versions of your web site on one of our demonstration servers so that you may view and comment upon the web site’s progress, and approve design concepts and prototypes. When both we and you agree that the web site meets the criteria agreed upon at the time of accepting this contract, we will invoice you for the remainder of the amount due for the project.
We're not responsible for writing or inputting any text copy. You will need to supply this yourself.
You should supply graphic files in an editable, vector digital format. You should supply photographs in a high resolution digital format. If you choose to buy stock photographs, we can suggest stock libraries. If you'd like us to search for photographs for you, we can provide a separate estimate for that.
Browser testing no longer means attempting to make a website look the same in browsers of different capabilities or on devices with different size screens. It does mean ensuring that a person's experience of a design should be appropriate to the capabilities of a browser or device.
We test our work in current stable versions of major desktop browsers including Google Chrome, Microsoft Edge, and Mozilla Firefox. We won't test in other older browsers unless you specify otherwise. If you need an enhanced design for an older browser, we can provide a separate estimate for that.
Testing popular small-screen devices is essential in ensuring that a person's experience of a design is appropriate to the capabilities of the device they're using. We test our work on iOS with both Google Chrome and Safari.
We currently don't test Android, Blackberry, Opera Mini/Mobile, Windows Phone or other mobile browsers.
Website hosting, email and technical support not specific to installation or configuration of the finished product is not included. If you would like us to provide technical support, hosting or email services we can provide a separate estimate for that. At the conclusion of the project we will walk you through any features we have developed. Additional support will be charged at our standard rates or may be included with one of our web hosting plans.
We provide maintenance services; however, any maintenance or updates are outside the scope of this project. When updates are required we can provide a separate estimate for that.
We know from experience that fixed-price contracts can often limit you to your earliest ideas. We don't want to limit your ability to change your mind. The price at the beginning of this contract is based on the length of time we estimate we'll need to accomplish everything you've told us you want to achieve, but we're happy to be flexible. We will often allow changes to elements we have not started working on and we will only charge if the changes result in more time spent in communication or implementation of the changes.
We believe in hitting deadlines, but we can only do this with your help. So we can’t be responsible for a missed deadline if you have been late with a payment, slow to supply materials or not provided feedback to agreed timescales. We also can’t be responsible for deadlines missed due to circumstances completely beyond our control.
Further changes will obviously take extra time. We can agree on deadlines for those together, but we'll do everything we can to meet your needs
As we may be busy delivering projects to other customers, the standard turnaround time for a work request starts at two business days. If you have urgent work to be done faster than this, it will be charged at 150% of the normal rate, with a minimum 2 hours labour charge.
Our office hours are Monday-Friday 9am-5pm New Zealand time, excluding Public Holidays. Work required to be done outside of these hours will be charged at 150% of the normal rate, with a minimum 2 hours labour charge.
We can't guarantee that our work will be error-free and so we can't be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you've advised us of them. Finally, if any provision of this contract shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions.
You guarantee that all elements of text, images or other artwork you provide are either owned by your good selves, or that you've permission to use them.
The copyright for all material provided by us, such as HTML code, graphics, photographs and text, and software code (client and server side), will remain the property of us until we receive full payment, when they will become your property.
You acknowledge that we may accept jobs from other clients to develop projects with the same or similar functionality to the project, and that we may replicate and exploit all techniques, structures, designs and individual modules of program code used in the creation of the project.
We love to show off our work and share what we've learned with other people, so we reserve the right, unless otherwise specified, to display and link to your project as part of our portfolio and to write about it on websites, in magazine articles and in books.
We're sure you understand how important it is as a small business that you pay the invoices that we send you promptly. As we're also sure you'll want to stay friends, you agree to stick tight to the following payment terms.
If at any time payment is behind schedule we will postpone work until payment is received.
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.
Once the project is complete 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.
If you are responsible for withholding information required for completion, the project is then deemed payable in full 30 days from our request for that information
If at any point you would like to halt or postpone the project, the following will apply: If the total amount of work completed equals less than the 50% deposit paid by you, we will refund the portion of payment not used as a credit to your account. This is not refundable but can be used against any current or future invoices from us. If the total amount of work completed is more than the first 50% invoiced, we have the right to invoice the extra work completed.
We reserve the right to charge compounding interest at 1% per month on any overdue invoices.
If we are forced to hand your account over to a debt collection agency for collection you will be liable for any collection and legal costs incurred.
All prices are quoted in New Zealand Dollars and are exclusive of GST. GST is payable by New Zealand residents; this cost does not apply to overseas clients.
We may subcontract the performance of any of our responsibilities under this contract to another party.
You may not assign or transfer any of your rights or responsibilities under this contract to anyone else without our prior written consent.
This agreement stays in place and need not be renewed. If for some reason one part of this agreement becomes invalid or unenforceable, the remaining parts of it remain in place.
We reserve the right to cease immediately without liability to provide the service and to terminate this agreement if you should go into liquidation or bankruptcy, or if you fail to meet any obligation in accordance with this agreement.
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.