QUOTES
Prices valid for 30 days from date on your quote.
WEB DEVELOPMENT
1. Provision of Services
1.1 Gauk Media Ltd will provide you with the services set out in your confirmed Purchase Order. Only those services mentioned will be provided by Gauk Media Ltd and any amendments, add ons or schedule changes must be agreed to in writing. This and the following clauses are the General terms and conditions on which those services are supplied and together with the Purchase Order and Fee Schedule form the total agreement between us.
1.2 Unless specifically agreed all websites designed or developed by Gauk Media will include a small “website by Gauk Media” note in the footer with a link to our website. We are happy to provide a reciprocal link to your site in our Client List. While all website design and all coding is done by Gauk Media, in rare circumstances programming services may be delegated to another firm or independent contractor. In such a case, you agree not to hire, delegate, engage, employ, retain, secure the services of, contract with, or enlist the services of the firm or independent contractor for a period of 5 years following the date on this contract.
2. Costs and Payments
2.1 You must pay all charges as set out in the Purchase Order. As prices quoted on Gauk Media Ltd material may change at any time without notice, please check the price on your Purchase Order before confirmation. Cost estimates are only valid for a period of 30 days.
2.2 You will remain liable for all fees during any period when Services have been discontinued or suspended due to a failure on your part to comply with these terms and conditions
2.3 You will be invoiced as agreed in your purchase order. All accounts are payable before delivery of final artwork or uploading of final files to live sites.
2.4 You are liable to pay overdue interest at 5% per week on any amounts not paid within 7 days of invoice. All intellectual property rights remain with Gauk Media Ltd until payment.
2.5 You must pay Gauk Media Ltd’s charges without any set off, counterclaim or deduction unless same is agreed in writing between us.
2.6 Gauk Media Ltd reserves the right to prioritize early paying clients and to charge urgency fees for turnaround within 3 working days. (VIP status)
2.7 Agreed Costing is conditional on your supplying data required for a Website Stage or completion deadline agreed within 10 working days of confirmation of Order. Gauk Media Ltd reserves the right to revise costings if that condition is not met in line with charges applying at the relevant time.
2.8 No final artwork or files will be delivered until final invoices are paid in full. Payment by cheque will entail waiting for clearance before supply of files. Delivery being :Supply of final artwork digital files to printer, on disk, via email or uploaded to nominated ISP. Construction files remain the property of Gauk Media Ltd unless arranged otherwise.
2.9 Printer or ISP Liaison is charged at our current rate per hour.
2.10 No refund is available on web hosting and Domain Name registration & renewals. You may cancel your automatic renewal of your hosting account or Domain Name renewal within 5 days after the invoice date. If not canceled during this time, you are not entitled to any refund. No refund can be produced for any site which violates our terms and conditions.
4. Suspension of Services
4.1 Gauk Media Ltd reserves the right to suspend services in any case where you fail to perform your obligations under this agreement. If payment for services is not received within the terms of payment stipulated by us websites may be taken down until payment is confirmed.
4.2 Gauk Media Ltd may from time to time and without notice or liability to you suspend any of the services if the reason for doing same is an event beyond the reasonable control of Gauk Media Ltd.
5. Termination
5.1 Gauk Media Ltd may discontinue services if an amount payable to Gauk Media Ltd is overdue or take down a website permanently in any case where an amount payable is overdue by more than 7 days. In any such event, you remain liable for the total cost of the contract including all disbursements; unless otherwise agreed between the parties.
5.2 Gauk Media’s discovery of new information, changes, or other factors tending to circumvent our policies could result in our withdrawal. Non-cooperation; multiple missed appointments; bad or returned checks or late payments are examples of contributing factors. Should Gauk Media initiate the withdrawal, all fees and payments will be returned, excepting fair market value for all services/products already provided. In case of withdrawal, the hourly rate is billed for all design services already provided, rounded up to the nearest half-hour.
6. Contents of Web Pages and Undertakings
6.1 You will be solely responsible for the content of your Web Page/undertakings. Gauk Media Ltd is not responsible for proofreading any content unless specifically agreed.
6.2 Gauk Media Ltd makes no representations to you concerning the content or functionality of your Web Site. This is your responsibility to ensure that it meets your requirements.
6.3 If you provide Gauk Media Ltd with goods, material, photographs, film, data or information to be used in any form, you hereby warrant that these do not infringe the rights of third parties and indemnify Gauk Media Ltd against any action taken against Gauk Media Ltd by any such third party.
6.4 Without limiting the generality of the foregoing, you agree not to infringe the copyright trademark, privacy or personal or proprietary rights of third parties, supply libelous, abusive, obscene material or disparage the products or services of any third party.
6.5 Gauk Media Ltd for its part hereby undertakes not to knowingly infringe the rights of third parties in activities conducted on your behalf.
6.6 You are solely responsible for dealing with persons who access your data or webpage and warrant that you will not refer complaints or inquiries in relation to such data to us.
7. Technical Support, Changes and Maintenance
7.1 Technical assistance via telephone or email will be offered Extensive queries taking more than 15 minutes to deal with or site maintenance will be charged at hourly rates. See particulars of hourly rates in our Fee Schedule.
8. Web Hosting
8.1 If you choose to organise your web hosting arrangements yourself, final exported sites will be uploaded to your preferred host company or supplied on disk to you at the cost set out in the Fee Schedule section on our web page. Construction files of the site can be supplied on request at the Fees set out in the Fee Schedule.
8.2 Please note that Gauk Media Ltd accepts no responsibility for delays or down time, breakdowns or data loss caused by Internet Service Providers (ISPs)
COPYRIGHT
10. Intellectual Property
10.1 All creation files remain the property of Gauk Media Ltd.
10.2 Gauk Media Ltd retains the Copyright in and the right to use all artwork created in advancing the profile of Gauk Media Ltd and to be recognized for artwork created by Gauk Media Ltd.
10.3 Gauk Media Ltd shall be free to reproduce, use, disclose display exhibit, transmit, perform, create derivative works, and distribute any item from your Web Page unless specifically agreed otherwise. Further, Gauk Media Ltd shall be free to use any ideas concepts know-how or techniques acquired in construction of sites for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products and other items incorporating such information unless specifically agreed otherwise.
10.4 Gauk Media Ltd observes Privacy Laws and Guidelines relating to personal data.
10.5 The designs, original artwork, electronic proofs, print-ready PDFs, and all other files created by Gauk Media are protected by Copyright Law and may not be reproduced, manipulated, re-worked for other purposes, edited, submitted to any contests, or shared in any manner without our explicitly written permission. We retain the right to make reproductions for our portfolio, samples, self-promotion, professional competition and review, and website even if the artwork release has been purchased.
NON DISCLOSURE
You, your employees or representatives agree never to share any of Gauk Media’s concepts, art, or work with outside designers, businesses, or agencies. This includes, but is not limited to, design concepts, sketches, electronic proofs, and photography.
REFUND POLICY
All sales as outlined in the accepted quote or purchase order are final.
INDEMNIFICATION
3. Limitation of Liability
3.1 All terms conditions, warranties, undertakings inducements and representations, whether express or implied, statutory or otherwise relating to the provision of services by Gauk Media Ltd not contained in the Agreement are excluded and Gauk Media Ltd WILL NOT ACCEPT LIABILITY FOR ANY LOSS OR DAMAGE (INCLUDING CONSEQUENTIAL LOSS OR DAMAGE) HOWEVER CAUSED (WHETHER BY NEGLIGENCE OR OTHERWISE) WHICH MAY BE SUFFERED OR INCURRED OR WHICH MAY ARISE DIRECTLY OR INDIRECTLY with respect to the service.
3.2 Where any applicable legislation implies any term, condition or warranty into the Agreement or in respect of Gauk Media Ltd’s relationship with you, or otherwise gives you a particular remedy against Gauk Media Ltd and the legislation or any other legislation renders void or prohibits provisions excluding or modifying the application of, exercise of, or liability under such implied term, condition, warranty or remedy will be deemed to be included in the Agreement or as the case may require apply to the relationship between Gauk Media Ltd and you. However, Gauk Media Ltd’s liability for any such breach of such implied term, condition or warranty or under such remedy, will be limited, at Gauk Media Ltd’s option, in any one or more of the ways permitted in that legislation, including, where so permitted if the breach relates to Services the supplying of those services again or the payment of the cost of having those Services supplied again.
3.3 You acknowledge that web sites cannot be guaranteed to be 100% error free in construction and acknowledge that the existence of errors falling short of a complete failure of consideration in the site shall not constitute a reason to terminate this agreement.
ARBITRATION
9. Dispute Resolution
9.1 The parties agree that if any dispute should arise under this agreement, attempts in good faith by both parties will be made to resolve the matter fairly before resorting to court procedures. In doing so, each party agrees to use its best endeavours to:
1. Clearly communicate in writing the background facts leading to or causing the dispute
2. Set out clearly what action is required to settle the dispute
3. Select a way of resolving the dispute and explain why that way of resolving the dispute can be said to be a fair resolution
4. Discuss specific means of avoiding such disputes in the future
9.2 Attempts to resolve the dispute must follow the following procedure:
a) The person complaining shall set out in writing the background, the issues and the outcome desired.
b) The person to whom the complaint is addressed will reply in writing within 10 business days to each issue in dispute setting out its perspective on the issue and the outcome desired.
c) If the dispute is not resolved in accordance with this exchange of written issues and outcomes, then the complainant will raise the matter with a neutral professional adviser or recognised Alternative Dispute Resolution provider listed in a relevant government department within 10 business days.
d) If the dispute is not resolved in accordance with such reference, the matter shall be referred to a single agreed arbitrator within 10 business days; whose decision shall be final.
e) In the case of disagreement on the appointment of a single arbitrator, then the parties shall be entitled to nominate one independent arbitrator with 7 days of disagreement and a coin will be tossed by an independent person to decide which will act as arbitrator of the dispute.
f) Action taken to settle the dispute at each stage must be undertaken promptly and the parties shall equally share the costs associated with the this dispute settlement procedure.
ENTIRE AGREEMENT
11. General
11.1 If any of these terms and conditions (or part of them) is void or unenforceable, it is taken to be removed and no longer forms part of the Agreement between us. The remaining terms and conditions remain in full force and effect.
11.2 Written communications between us may take the form of letters, formal documents, faxes or emails.
11.3 Gauk Media Ltd may require a personal guarantee from the Director of a company in cases where files/artwork is required before payment.
11.4 Gauk Media Ltd may use 3rd party products and services like Google Apps. By accepting our Terms and Conditions you also accept their terms
11.5 SUMMARY: By signing the purchase order, a quote, or approving a job quote or by entering into written communication with Gauk Media, you acknowledge that you have carefully read, understand and fully agree to the terms and conditions. Any details not included in writing in this agreement are not binding upon either party. Should the details of this agreement be contested and result in arbitration or litigation, the prevailing party is entitled to recovery of all reasonable legal expenses. The person engaging the services of Gauk Media Ltd will be fully responsible for ensuring that full payment is made pursuant to the terms of this agreement and unequivocally agree to be liable to any additional costs of debt recovery. The laws of the state of New Zealand will govern this agreement and the courts of Nelson New Zealand will have jurisdiction.