Terms & Conditions

1. Legal Disclaimer

In no event will NetMatters be liable to The Client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these web pages or web site, even if NetMatters has been advised of the possibility of such damages. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

2. Copyrights and Trademarks

The Client represents to NetMatters and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to NetMatters for inclusion in web pages are owned by The Client, or that The Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend NetMatters and its subcontractors from any claim or suit arising from the use of such elements furnished by The Client.

3. Electronic Commerce Laws

From time to time government entities enact laws and levy taxes and tariffs affecting Internet electronic commerce. The Client agrees that The Client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend NetMatters and its subcontractors from any claim, suit, penalty, tax, or tariff arising from The Clients exercise of Internet electronic commerce.

4. Ownership of Website

Ownership of the finished assembled work produced by NetMatters will be passed to The Client upon receipt of final payment of this contract. The Client owns all rights to use as a web site the design, graphics and text contained in the finished assembled web site. Rights to source code, working files, and computer software are specifically not transferred to The Client, and remain the property of their respective owners. NetMatters retains the right to display graphics and other Web design elements as examples of their work in their portfolio.

5. Sole Agreement

The agreement contained in this "Contract to Develop Web Marketing Solution" constitutes the sole agreement between NetMatters and The Client regarding this web site. Any additional work not specified in this contract must be authorised by a written change order. All prices specified in this contract will be honoured for six (6) months after both parties sign this contract. Continued services after that time will be provided at the current rates.

6. Training

NetMatters will provide training for up to one hour to The Client or The Client's designated representative(s) in the management of The Client's web site. This 'Free hour' of training will be provided at The Client's place of business. Further training will be charged at standard service rates.

7. Content

It is NetMatters's standard policy to have all content (text and images) for building the website appropriately formatted by The Client and delivered to NetMatters by the date agreed between the two parties as recorded in 'Delivery Dates' document. Where this is not the case, The Client will be billed extra costs NetMatters incurs in making attempts to collect said content and/or to re-format submitted work. Up to 10 images will be scanned free of charge; thereafter, standard service rates apply. Copy writing and image acquisition is also available at standard service rates.

8. Payment

The Client agrees to pay for the Services provided to The Client or under their account, regardless of who uses them.

Payment is due upon receipt of invoice. All payments must be in NZ dollars. Accounts are in default if payment is not received within 15 working days after date of receiving an invoice.

If a Client's cheque is returned by the bank as unredeemable, The Client will be deemed to be in default, and will be liable for a "returned cheque" charge of $150.00.

If a Client's AP application is not able to be processed the client will be liable for a "Denied AP" charge of $150.00.

Accounts unpaid 30 working days after date of invoice, may have their service interrupted. Such interruption does not relieve The Client from the obligation to pay the monthly charge. Only a written request to terminate the service relieves The Client of obligation to pay the monthly account charge from the date of such request.

Accounts in default are subject to a late payment charge of $25 and an interest charge of 2.0% per month on the outstanding balance. The Client agrees to pay to NetMatters its reasonable expenses, including solicitor and collection agency fees, incurred in enforcing its rights under these Terms and Conditions.

No deduction or set-off against any amount due is permitted. NetMatters reserves the right to change rates and prices by notifying The Client 20 working days in advance of the effective date of the change.

Netmatters is not obligated to hold, store or protect data relating to accounts that are in default for more than 15 working days.

Upon cancellation of the account, all files, information and mail under the account will be preserved for 10 working days from the date the payment is due.

Final payment is due on the completion date specified in the 'Delivery Dates' document or on the actual date of deployment.

9. Termination

Where The Client is in default or NetMatters has reasonable grounds to believe The Client is in default under and provision of these Terms and Conditions, NetMatters may suspend or terminate the provision of Services to The Client. If NetMatters suspends Services pursuant to this clause, The Client shall be notified as to the reason for the suspension. The Services provided by NetMatters may be cancelled at any time by either party without penalty provided one months notice is given in writing to the other party.

10. Warranties

NetMatters makes no warranties of any kind, whether expressed or implied. NetMatters will not be responsible for any damage suffered. This includes loss of data resulting from delays, non-deliveries, miss-deliveries, or service interruptions. Use of any information obtained via NetMatters is at The Client's own risk. NetMatters specifically denies any responsibility for the accuracy or quality of information obtained through its services.

To the maximum extent permitted by law all terms, warranties or representations, whether statutory or otherwise and whether express or implied, oral or written as to the state, merchantability, quality, fitness for purpose or fitness of the services and its maintenance are hereby excluded.

11. Exclusion of Liability

Any defect in the Services or in its maintenance shall not entitle The Client to immediate cancellation of this contract. Without limiting the other terms of this contract, the Subscribers' sole remedy against NetMatters shall be limited to breach of contract and NetMatters's sole and total liability for any such claim shall be limited to, at the option of NetMatters, either the re-supply of the Services or the amount of the current monthly Client's Levies for the month during which the breach allegedly occurred. Subject only to NetMatters's liability for breach of contract (if any), NetMatters will not be liable to The Client for any claim for breach of contract, breach of statute or breach of duty in tort (including negligence) or for any claim in equity or otherwise at law for any losses or damages whether general, exemplary, punitive, direct, indirect or consequential (including any claim for loss of profits) however caused which may be suffered or incurred by The Client or any third person or which may arise directly or indirectly out of or in respect of this contract or the services (or its maintenance) or by reason of any act or omission on the part of NetMatters to comply with its obligations under this contract.

Notwithstanding anything herein contained or implied; no employee, agent or director of NetMatters will be liable to The Client for any breach of duty or care in contract, tort, equity or otherwise in relation to the performance of obligations under this contract or in relation to the subject matter of this contract.

The Consumer Guarantees Act 1993 will not apply where The Client acquires (or hold itself out as acquiring) Services for the purposes of a business as defined in that Act.

This clause shall survive termination of this contract.

12. Terms & Conditions

The Client warrants it has not relied on any representation made by or on behalf of NetMatters which has not been expressly stated in these Terms and Conditions; or upon any publicity material or brochures produced by or on behalf of NetMatters.

These Terms and Conditions constitute the complete and exclusive understanding between the parties in relation to the subject matter hereof and supersedes all prior contracts, proposals, communications and representations made by either party (whether oral or written) and these Terms and Conditions may only be modified if such modification is in writing and signed by a duly authorised representative of each party. These Terms and Conditions shall prevail over any inconsistent terms and conditions in any other contract between the parties whether in correspondence or otherwise and any conditions or stipulations to the contrary are hereby excluded and extinguished. Except as otherwise expressly stated in these Terms and Conditions, neither party has any other responsibility or obligation to the other.

Non Waiver: Failure by any party to enforce any right or obligation with respect to any matter arising in connection with these Terms and Conditions 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 these Terms and Conditions 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.

13. Force Majeure

NetMatters shall not be liable to The Client or to any other person for any loss or damage directly or indirectly arising out of or in connection with any failure to perform any term of these Terms and Conditions where such failure is caused directly or indirectly by an act of God, fire, armed conflict, act of terror, labour dispute, civil commotion, intervention of a government, inability to obtain labour, materials or facilities and accidents, interruptions of, or delay in transportation, or any other cause outside of NetMatters’s reasonable control.

14. Copyright

Should any provision of these Terms and Conditions be held to be illegal, invalid, or unenforceable by a court law, the legality, validity and enforceability of the remaining provisions of these Terms and Conditions shall remain unaffected thereby unless otherwise stated.

15. Proper Law

These Terms and Conditions shall be governed by New Zealand law. The Client agrees to submit to the exclusive jurisdiction of the New Zealand courts.

16. Amendments to Terms and Conditions

NetMatters reserves the right to amend these Terms and Conditions from time to time. Amendments will be effective immediately. The Client's continued use of the web site or the Services following such notification will represent an agreement by The Client to be bound by the Terms and Conditions as amended. The Client will be duly notified of all such amendments.

17. Security of Information

No data transmission over the internet can be guaranteed as totally secure. While NetMatters strives to protect such information, NetMatters does not warrant and cannot ensure the security of any information which The Client transmits to NetMatters. Accordingly, any information which The Client transmits to NetMatters is transmitted at The Client's own risk. Nevertheless, once NetMatters receives The Client's transmission, NetMatters will take reasonable steps to preserve the security of such information.