1.1 These Terms and Conditions are to be read in conjunction with other documentation, if any, outlining the provision of Services to you.
2.1 In the event of any conflict between these Terms and Conditions and any document issued by the Client, these Terms and Conditions shall prevail.
3.1 Hyperlink will provide each Service in accordance with these Terms and Conditions and as set out in the documentation provided outlining the provision of Services to you.
3.2 Where Hyperlink performs work for you, it will ensure that competent and suitably experienced personnel carry out all work, in a professional manner and in accordance with the appropriate standards.
3.3 While Hyperlink Limited will make every endeavour to ensure a fully professional approach to all work carried out, it cannot guarantee the results of recommendations as many factors are outside of our control. Consequently, Hyperlink Limited shall not be liable for any consequences of the provision of Services to you, except for consequences arising as a direct result of the proven negligence on the part of Hyperlink Limited.
4.1 Hyperlink will issue the Customer an invoice for all Services provided to the Customer where Hyperlink's records show they are chargeable to the Customer's account. The Customer must pay all charges due by their Payment Due Date unless the payment is in dispute.
4.2 Any alterations and additions requested to your project will be charged for at our standard design and development rates. Work carried out that is not specified in the brief for the project will be charged in addition at our normal hourly rates with a minimum charge of fifteen minute increments.
4.3 Disbursements relating to your job will also be charged. These include kilometres at 75c per km, photocopying, toll calls, faxes, couriers, travel or accommodation costs incurred.
5.1 Once a web site has gone live we are happy to provide ongoing telephone and email support. Unless a Service Level Agreement is in place, any support performed will be charged for at our standard hourly support rate of $120.00 plus GST, billed in fifteen-minute increments. We will supply a Support Request Log with each invoice.
5.2 If a work request requires special design or development expertise, then that request will be charged for at the applicable design and development rates.
5.3 Support related to bug-fixes on any of Hyperlink's SMS applications will not be charged for.
6.1 All prices given, either as estimates or quotes, are exclusive of GST and disbursements.
6.2 Prices given, either as estimates or quotes, remain valid for a period of 30 days.
6.3 The continued validity of any price given is subject to an agreed implementation plan and completion date being adhered to by the Client.
7.1 Where fixed price quotations are provided, these are exclusive of GST and disbursements and are valid for 30 days from the date of the quotation.
8.1 Where it is not possible to provide a quotation, an estimate will be given if required. If you decide not to proceed with the matter to completion, work carried out and payments made on your behalf remain chargeable.
8.2 Any significant costs to be incurred in excess of any estimate given will be referred to the client prior to the work being undertaken.
9.1 Invoices are payable within 14 days, unless other formal arrangements have been made.
9.2 Where any payment is not made, the Company without prejudice to any other rights or remedies available may charge interest on all overdue accounts at the rate of 2.5% per month calculated on a daily basis from the date on which the invoice was issued until payment is made.
9.3 The Client shall reimburse the Company for all costs, expenses or other sums reasonably incurred in exercising any right or remedy available to it consequent upon default by the purchaser.
9.4 Interest will not be payable on amounts in dispute, provided the dispute is resolved in favour of the Customer, or where Hyperlink believes it would be unreasonable. Otherwise, the interest will accrue from the day after the Payment Due Date until the date payment is received (including that day).
10.1 If the Customer fails to make payment to Hyperlink for any Service by the Payment Due Date, Hyperlink may suspend the provision of that and/or any other Service.
10.2 Hyperlink will provide the Customer five (5) working days written notice of its intention to suspend any Service, sent to the most recent postal address, or email address, held on file for the Customer. If payment is not received, or agreed to within that five (5) working days, Hyperlink may suspend the Customer's Service(s).
10.3 Hyperlink may require the Customer to pay a deposit, or an advance payment, as a condition of lifting any suspension imposed under this clause.
11.1 Hyperlink reserves the right to terminate this Agreement or any related Delivery of Service Agreement(s), and/or restrict credit terms, where an account is deemed to be in a state of financial (or other) risk from Hyperlink's perspective. A "financial risk" to Hyperlink would include invoices that are more than two (2) months overdue.
12.1 Hyperlink will not commence a project until a contract or agreement is signed and the client has been invoiced the project deposit amount as indicated on the document given to the client outlining provision of services.
12.2 Unless otherwise specified, a deposit of 30% of the quoted or estimated total cost is to be paid on the signing or acceptance of this agreement. For projects whose duration exceeds one calendar month, Hyperlink will issue invoices for work completed to date. The balance of the project is to be paid on completion.
13.1 From time to time, Hyperlink may, and has the right to, send information and offers to you about upgrades and other services offered by Hyperlink. This information may be sent to you by any means appropriate, including post, fax, email and mobile text messaging.
14.1 Hyperlink may include a reference at the bottom of pages to any website it develops crediting the design, development and hosting to Hyperlink. Websites developed by Hyperlink may also be used in its marketing materials and website.
15.1 Any custom software development the client purchases from Hyperlink Limited has a warranty period of 60 days from the date the project is completed. Extended warranties are available for purchase.
16.1 The title to any development or goods does not pass to the Client until full and complete payment has been received by the Company.
17.1 The Company shall be excluded from liability in the use of material provided by client that is subsequently shown to infringe the copyright and intellectual property rights of other parties.
18.1 These terms and conditions and the relationship between the parties shall be governed by the laws of New Zealand and the parties submit to the exclusive jurisdiction of the New Zealand Courts.
19.1 The Company shall not be liable to the client for any special or consequential loss or damage of any kind, and for the purposes of these Terms and Conditions, ‘consequential loss’ shall include without limitation, loss of use of product, loss of income or profits, and costs and expenses arising from, or as a result of, delays in delivery or any failure to deliver.
20.1 The liability of the Company in respect of any claim for loss, damage or injury of any kind howsoever arising shall not in any event exceed the price of the Service supplied by the Company, which gives rise to such claim, or the actual loss or damage suffered, which ever is the lesser.
21.1 This document contains the Terms upon which Hyperlink Limited accepts your instructions to act for you.
21.2 Unless you formally advise otherwise, your continued instruction will be taken by Hyperlink Limited as your acceptance of these Terms. Nevertheless, to avoid any misunderstanding, we ask you to sign an acknowledgement and forward it to us or to send your confirmation of acceptance by post to Hyperlink Limited.
21.3 These Terms and Conditions may be changed by Hyperlink Limited at any time without prior warning.