This page sets out the Terms and Conditions for all the services provided by Kiwise Advertising Limited, trading as Kiwise Digital Agency.
1. INTRODUCTION
1.1. These terms apply to all the Services that we, Kiwise Advertising Ltd. trading as Kiwise WordPress Developers, provide to you except when we have expressly notified you otherwise in writing.
1.2. The meanings of capitalised terms not otherwise defined in these terms and other matters of interpretation, are set out in the Appendix.
2. DEFINITIONS
In these Terms and Conditions:
“Confidential Information” means all information relating to Kiwise Advertising Limited or your business.
Including any information relating to Kiwise Advertising Limited or your business operations, business strategies, marketing plans, technologies, and services.
“Fees” means the costs and charges set out in the Project Brief or where no specific charging arrangement is described, our standard hourly rates will apply.
“Standard Hourly Rates” means the amount our staff charges per hour of time spent performing the Services. The per hour charge out rates are:
- WordPress Design and Development: $160 per hour +GST
- Website Development (custom build): $160 per hour +GST
- WordPress Technical Support: $160 per hour +GST
- WordPress User Training: $160 per hour +GST
- WordPress SEO Training: $160 per hour +GST
- WordPress SEO Consulting: $160 per hour +GST
- Google Ads Manager: $150 per hour +GST
- Social Media Manager: $130 per hour +GST
- Email Marketing Manager: $130 per hour +GST
- Digital Graphic Design: $130 per hour +GST
- Google Workspace Reseller: $130 per hour +GST
All the above Standard Hourly Rates are subject to revision once per year with 30 days’ notice.
“Quote also known as Project Brief” means an Engagement Proposal which is a document agreed between you and us that sets out the scope and charging basis for work we undertake for you.
“Services” means any work carried out in relation to any Project Brief or any Additional Services.
“Additional Services” means any work requested, (either orally or in writing) by you, that we agree to complete.
(a) that is beyond the scope of any Project Brief, or
(b) despite no Project Brief having been agreed to.
“Agreement” means this agreement, which defines the terms and conditions under which we will perform all services for your business. Where required will also include a standard project brief.
Where these terms and conditions and the project brief conflict, the terms of the project brief will prevail.
“Terms and Conditions” means these Kiwise Advertising Limited Standard Terms and Conditions of Business.
“we”, “us” or “our” means Kiwise Advertising Limited trading as Kiwise WordPress Developers.
“Working Day” means a day, excluding Saturdays, Sundays, statutory public holidays or any day in the period commencing 24 December and ending on 5 January, on which registered banks are open for ordinary over-the-counter business in Auckland, New Zealand; and
“you” or “your” means the Kiwise Advertising Limited client the Project Brief is addressed to.
“One-off Services” refers to any service managed and carried out by Kiwise Advertising Limited to be delivered to you, the client.
Our One-off Services include:
- WordPress Website Creation,
- Website Development (custom build),
- WordPress Website Theme Upgrade & Design Refresh,
- Google My Business setup,
- Google Analytics setup,
- Google Search Console setup,
- Google Ads Account and Campaigns setup,
- Social Media pages setup,
- Email Newsletter setup,
“Monthly Services” our monthly service refers to all services managed and carried out by Kiwise Advertising Limited on a monthly basis.
None of our monthly services require a minimum term whatsoever. We do not obligate any client to be locked into any set term.
Any client is free to terminate our services with a minimum of 30 days’ notice.
3. SERVICES
3.1. All rights, deliverables and obligations related to this Agreement commence from the date of accepting our Quote followed by our Project Brief.
In the case of Additional Services, the date we agreed to the Additional Services.
Where a prepayment for Services is required, we will not commence the Services until you have made that prepayment.
The rights, deliverables and obligations related to this Agreement will be in effect from the date the Quote was signed, or the Additional Services were agreed to.
Where a quote is accepted, these terms and conditions comply to all the services provided by Kiwise Advertising Limited.
The accepted Quote may include any of the following services, however, may not be limited to the below list of monthly services.
Our Monthly Services include:
- WordPress Website Hosting
- WordPress Website Maintenance
- WordPress Website Technical Support
- Custom Website Hosting
- Custom Website Maintenance
- Custom Website Technical Support
- WordPress Website Premium Plugin Annual subscriptions
- Other WordPress Website Software Subscriptions
- Other Custom Website Software Subscriptions
- WordPress Website paid over 12 months subscription
- Website Content Management
- Search Engine Optimisation
- Online Marketing Management
- Google Ads Management
- Social Media Management
- Email Marketing Manager
- Google Workspace Reseller
3.2. You agree and understand that any Additional Services may incur additional Fees and alter the timeframe of any deliverables due in accordance with the Quote and Project Brief.
3.3. The person accepting the quote and once the first invoice is paid, on behalf of the client warrants that he or she has authority to make this binding legal contract.
3.4. We will use reasonable endeavours to perform the Services in accordance with any agreed timeframes.
3.5. To enable us to perform the Services, you agree to provide us with all information, assistance, co-operation, and access to all online accounts that we may reasonably require.
3.6. To the best of your knowledge, all information provided by you or on your behalf will be accurate and complete in all material respects.
The provision of information to us will not infringe any copyright or other third-party rights.
3.7. We will rely on the information, assistance and co-operation made available to us and, unless we expressly agree otherwise, will have no responsibility to evaluate it or verify it.
Delivery Of Services
3.8. All services we provide a quote for, will generally be sent to you via the website service https://betterproposals.io/ (quote service from January 2020). This “Online Quote” will detail all the proposed services, estimated timeframes, what we require from you, the payment schedule, and associated budgets. This Online Quote will permit you to accept our Quote. Your acceptance of our Online Quote will be your approval for work to commence. Your acceptance shall be deemed a contractual agreement between your business and Kiwise Advertising Limited. Important: Approval for the work to commence and payment of the first advance fee indicates that you accept the terms and conditions outlined in this document. Please respect the payment schedule and we require all payments to be paid by the due date.
3.9. Once we have received your acceptance and the first payment, we will commence work within 5 working days.
4. RESPONSIBILITIES
Our responsibilities to you are carefully detailed here below;
WordPress Website Hosting:
We provide WordPress Website hosting services to our clients as a reseller of Rocket.net. Relevant information can be found here https://rocket.net/terms-of-service/. Website backend access provided to you will always be available 24/7. However, we cannot provide you with full admin access. In the past we had too many issues with backend access users installing plugins. We also had to waste time fixing issues caused by inexperienced backend users. The Kiwise team are responsible for the backend access as we must know who has backend access at all times. We also provide 24/7 security and monitoring to prevent any hacks or loss of data and website crashing.
4.1. Before we commence any work, we will discuss with you and send you a Quote.
Any Quote will detail the following information:
(a). The Quote will include all the work agreed by us to carry out for your business. This would be either for a One-off Service or for a Monthly Services, or both.
(b). The Quote is intended to provide an accurate estimation of all the required hours and the total investment required from you to complete the One-off Service, or the Monthly Service investment required from you in respect to the Monthly Service; and will;
(c). Detail and discloses a clear breakdown of all the various fees and costs we are required to charge to you.
4.2. All our Quotes provide an accurate estimate of man hours (actual labour) required.
We will do our best not to increase any One-off Service or Monthly Service within a 12-month period (excluding Google or Facebook Paid Advertising).
4.3. Before we commence any work for a One-off Service, we will require a first payment in advance.
This will signal the acceptance of our Quote and for us to commence the One-off Service.
4.4. For all One-off and Monthly Services, we will require.
(a). One-off Service: We require 50% of the Quote upfront in advance, 25% after the proof of concept and 25% upon the Go Live of the One-off Service.
(b). Monthly Service: We do not require any payment in advance. We invoice all our clients in arrears.
All invoices are required to be paid on the 5th of each month. We may also agree to payments made on the 20th or 30th of each month.
All invoices will be sent on the last day of each month.
4.5. Monthly Service Retainer payments: We do not require any payment in advance. We invoice all our clients in arrears.
All invoices are required to be paid on the 5th of each month. We may also agree to payments made on the 20th or 30th of each month.
All invoices will be sent on the last day of each month.
Any retainer we invoice to you is non-refundable. All Retainer payments are required to cover for all the man hours of work we deliver for your business.
Many of our clients prefer to pay us a Monthly Retainer for the below services.
- Online Marketing Management
- Website Content Management
- Search Engine Optimisation
- Google Ads Management
- Social Media Management
- Email Marketing Manager
- Email Marketing Send and Delivery fee paid to ESP.
All our clients pay us each month or once per year for most of the below services.
- WordPress Website Hosting
- WordPress Website Maintenance
- WordPress Website Technical Support
- WordPress Website Speed Optimisation
- WordPress Website Premium Plugin Annual subscriptions
- WordPress Website paid over 12 months subscription
- Other WordPress Website Software Subscriptions
- Custom Website Hosting
- Custom Website Maintenance
- Custom Website Technical Support
- Other Custom Website Software Subscriptions
- Google Workspace Reseller.
Any other payments paid by us and required for your business and website will also be invoiced.
This may include additional website software licenses, graphic design work for logos and advertising banners, fonts, and stock images.
Your responsibilities to us are carefully detailed here below.
4.6. All delivery timeframes are to be respected.
4.7. You agree to reply promptly by phone or email to all our communication concerning your business information. Our work becomes complicated if you delay sending us your business content.
This includes all information for your business services or products, all graphic design work in vector format, additional website copy and website photos.
We will require login information for the below online accounts.
- Website domain name provider (if you created the account),
- Website hosting provider (if you created the account),
- Google Analytics account,
- Google Search Console account,
- Google My Business account,
- Google Ads account,
- Other accounts as required.
4.8. Any delay by you exceeding three business days for information we require, will delay the delivery of our services for your business. Any agreed deadline will be revised, changed and invoice updated and sent to you.
5. TERMINATION OF SERVICES
Cancellation of Website Hosting.
5.4. You may cancel your website hosting services at any time, by providing a one calendar month’ notice by email.
5.5. Once all outstanding invoices are paid in full, we will provide you with a complete backup copy of your website content and databases.
We will advise all parties to agree to a suitable day and time for the handover. Allowing adequate time to allocate several hours for this work is required. Please note, demanding immediate termination is unacceptable. Standard notice is 2 to 4 weeks; however, we can allow for a handover to be ready within 7 days. Upon receipt of payment of all invoices, so work can commence. Within 48 hours we will prepare the company website for handover and termination of all services in 7 days or at the agreed date.
We can agree to a deadline to provide a complete website backup copy. Prepared and ready to be uploaded to the new website hosting. You are strongly advised to keep a full copy in a secure location.
A website backup copy will be downloaded to a Google Drive folder. This folder will be shared privately with the appropriate person (please provide gmail address). After this, you should save all the files to a secure storage location and share with the new hosting provider.
The only access the new provider will require access to, is your website domain name account. Make sure you have full access and revise all your business contact information. This information is public and can be found here https://www.dnc.org.nz/
Once the website is uploaded to the new hosting provider web server, it is a simple task to replace the old nameservers with the new nameservers. All DNS records can be easily imported to the new DNS management account. The new Provider should know how to get a copy of the DNS records. We advise all business owners to use https://www.cloudflare.com/dns/ to manage any website DNS.
If we must carry out the backup procedure a second time, we will be obliged to charge for our time. All our services will be terminated after the Google folder is shared and the website is live on the new web server. Finally, the website will be removed from the Kiwise web server, and all backup copies removed from our off-site storage.
In summary, you are advised to provide any termination notice by email and by phone would be appreciated. You will be required to pay the current month’s invoice and one month’s notice. We will not appreciate immediate termination meaning an email is sent and we are expected to handover the site within the hour or next 24 hours. Any Website provider who advises you to take this action will only cause unnecessary conflict and an abrupt end to our working relationship. We acknowledge a client may wish to move to another website developer and hosting provider at any given time and the best way to proceed is often a 5 minute phone call followed by an email.
Below is the payment required for terminating website hosting:
- Current hosting and maintenance invoice paid in full
- One full calendar month notice invoice paid in full
- Standard Hosting: Two hours for handover labour paid in full
- E-Commerce Hosting: Four hours for handover labour paid in full
- Custom PHP Hosting: Four hours for handover labour paid in full
1. Business Website Management Fee
- One full month website hosting management: $120.00 +GST
- Plus Theme and Plugins paid for: $35.00 +GST per website (one month fee)
- Plus fee for time to prepare and handover one website: $320.00 +GST
The standard WordPress theme and plugins we pay for our listed below
- Genesis Theme Pro $89USD/YEAR (Annual license key removed)
- https://www.studiopress.com/themes/
- Gravity Contact Forms $59USD/YEAR (Annual license key removed)
https://www.gravityforms.com/pricing/ - Rankmath SEO Pro $59USD/YEAR (Annual license key removed)
https://rankmath.com/pricing/ - Mailgun Service $59USD/YEAR (Annual license key removed)
https://www.mailgun.com/products/send/smtp/ (Website email server)
TOTAL TERMINATION FEE: $475.00 +GST
Or
2. E-Commerce Website: $170 +GST + $640 +GST
3. Custom PHP Website: $250 +GST + $640 +GST
We remind you to check you have full admin access to the below accounts
Admin Access to https://secure.freeparking.co.nz (or other domain registrant)
Admin Access to https://analytics.google.com
Admin Access to https://search.google.com/search-console
Admin access to https://business.google.com/locations
Admin access to https://dash.cloudflare.com/login
Cancellation of Monthly Services and Monthly Retainer.
5.6. You may cancel all our Monthly Services at any time, by providing a one calendar month’ notice by email.
5.7. Once all outstanding invoices are paid in full, we will attempt to assist you for any help you require to access your online accounts.
You will be required to pay the full sum for the entire calendar month ending on the last day of the month.
6. PAYMENT
6.1. All Fees and other costs due to us under the Agreement:
(a). are exclusive of any GST where applicable, will be payable by you to us in addition to the Fees.
(b). will be paid to the credit of a bank account to be designated by us.
(c). will be paid without deduction or set-off of any kind.
(d). will be paid 5 days after the invoice is sent: and
(e). will be paid by the due date, failing which.
(i) we may charge a late payment fee of $25; and
(ii) if we incur any costs or expenses by reason of your failure to pay any amount required to be paid by you to us by the due date, you will reimburse us for all costs and expenses that we incur in connection with any actions or proceedings for recovery of such amounts, including all reasonable accounting costs, attorney costs (on a solicitor and own client basis), court costs and debt collection costs.
6.2. We may elect to suspend performance of the Services while any Fees or other amounts payable under the Agreement remain outstanding.
6.3. In addition to the Fees, you agree to pay for reasonable expenses and other charges (Disbursements) incurred by us on your behalf.
6.4. Regarding travel related disbursements, travel costs incurred within the Auckland metropolitan limits will not be charged to you. Any travel costs outside of the Auckland metropolitan limit will be charged to you.
7. INTELLECTUAL PROPERTY RIGHTS
7.1. Subject to 7.2 we will own all copyright in all reports, summaries, documents, and other materials created by us specifically for you during the performance of the Services. We will assign to your ownership of such copyright upon payment by you in full of all Fees and other amounts payable under the Agreement, subject to a non-exclusive, perpetual, irrevocable, worldwide license to use the copyright subject to our obligations of confidentiality to you.
7.2. Nothing in clause 7.1 will give you ownership of any copyright in any reports, summaries, documents, or other materials that are generic to our business, are precedents, are created for other clients or are not created by us (such as third party works, templates, pre-existing works, and our resources).
If we provide such materials to you, we do so on the basis that you are licensed on a non-exclusive, non-transferable, non-sub-licensable basis to use and copy them solely for your internal business purposes.
8. CONFIDENTIALITY
8.1. All Confidential Information will be maintained as secret and confidential by you and us respectively. Neither party may use or disclose the Confidential Information other than as necessary to enable us to perform the Services or comply with our obligations under the Agreement.
8.2. We owe the same obligation of confidentiality in clause 8.1 to others who are, or who have been, our clients. You accept that the provision of Services to you does not place us under any obligation to disclose to you, or use for your benefit, any confidential information that we have, or may obtain, in relation to any other client or prospective client.
8.3. We may use your name, brand and / or trademark publicly to identify you as a client, but we may refer to you in connection with Services only if, in doing so we do not disclose any of your Confidential Information, or it is a matter of public knowledge that we are providing them (or have provided them).
8.4. Our obligations of confidentiality under the Agreement will not apply where we use in our marketing materials any report, presentation, or other work we have prepared for you provided that your identity and other sensitive information has been removed or obscured.
8.5. Our obligations of confidentiality under the Agreement will not apply to Confidential Information that:
(a). was, before our receipt from you, in our possession.
(b). is independently acquired or developed by us.
(c). is subsequently disclosed to us by a third party who has not derived it from you.
(d). is or becomes generally available to the public through no act or default of us; or
(e). is required to be disclosed by law.
9. CONTACT INFORMATION
9.1. If you have any questions, we welcome you to email us at hello@kiwise.com. Or contact us by post to Kiwise Advertising Limited PO Box 147378, Ponsonby 1144, Auckland, New Zealand.
APPENDIX DEFINITIONS
“Agreement” means the contractual relationship between you and us which is comprised of these terms, each Terms of Reference, and any Variations.
“WordPress or Website or Application” means the software application(s), website system and other deliverables (if any) we create or modify, adapt, enhance, or update for you as part of the Services.
“Charges” means all charges payable by you to us for the Services. “Confidential Information” means all information, know-how, ideas, concepts, or business knowledge relating to the business, clients, employees, Personnel, or activities of the disclosing party to the Agreement and for the avoidance of doubt, includes the Terms of Reference.
“Customer Services” means the Kiwise support team, which is contactable by email on support@kiwise.com
“Content Materials” means all written copy, illustrations, diagrams, photographs, or other materials provided or procured by you for incorporation by us into the Services or any Application delivered to you as part of the Services.
“Intellectual Property” means all intellectual property as defined in Article 2 of the Convention establishing the World Intellectual Property Organisation.
“Personnel” means, in relation to: (a) You, your employees, contractors and agents (other than us); (b) us, our employees, contractors and agents.
“Proposal” means the Kiwise proposal signed by or on behalf of you, which specifies the details, parameters, specifications, and requirements of the Services that we are to provide.
“Scope” means the project scoping document (if any) we prepare for you as part of defining your requirements and the details and specifications of the proposed Services.
“Services” means the application development, design, programming and consulting, training and related services as further detailed and described in a Terms of Reference, and which may include one or more Applications.
“Terms of Reference” means: (a) the signed Proposal and any external document referred to in the Proposal; (b) the project Scope (if any) and any external document referred to in the project Scope; (c) the specifications for any Application, services or systems specified in the Proposal, Scope or subsequently agreed in writing; and (d) includes any Variation to that Terms of Reference.
“we” or “us” means Kiwise Advertising Ltd. T/a Kiwise Digital Agency and “our” has a corresponding meaning.
“Variation” means a written variation to a Terms of Reference which records agreed changes to the Services, the Charges, or some other part of the Agreement.
“Working Day” means any day of the week other than Saturdays, Sundays, national public holidays and Auckland Anniversary Day.
“you” means you, the customer under this Agreement and “your” has a corresponding meaning.
