Cleanweb terms and conditions of trade

Background

Cleanweb has created the Cleanweb System, a platform used to host and maintain websites created by Cleanweb.
The Customer wishes to engage Cleanweb to develop, install, host and maintain a Website on the Cleanweb System.
The following are the terms and conditions under which Cleanweb will carry out these services.

Term

1. This agreement commences on the date that it is accepted and remains in force until terminated in accordance with the provisions of this agreement.

Cleanweb's obligations

2. Cleanweb will develop the Website in accordance with the specifications detailed in the Functional Specification.
3. Cleanweb will install the Website on the Cleanweb System and host the Website for the term of this agreement.
4. Cleanweb will provide the Maintenance Services for the Website listed in Schedule 2.

Customer's Obligations

5. The Customer must pay the fees specified in Schedule 1 at the times and in the manner specified in Schedule 1.
6. Cleanweb may adjust the fees specified in Schedule 1 by providing the customer with a minimum of 1 months notice.

Domain name

7. It is the Customer's responsibility to procure a domain name for the Website unless the Customer authorises Cleanweb to purchase a domain on their behalf. The Customer must advise Cleanweb of the domain name before the Customer can access the Website.

Uninterrupted Access

8. Cleanweb will use its best endeavors to ensure that the Customer enjoys continuous, uninterrupted access to the Website. In the event that access to the Website is interrupted, Cleanweb will use its best endeavors to restore Customer access within 24 hours of learning of the interruption.
9. Cleanweb cannot be held responsible for any loss or inconvenience experienced by the Customer as a result of an inability to access the Website.

Intellectual property rights

10. The parties acknowledge that Cleanweb is the sole owner of all Intellectual Property Rights associated with the Cleanweb System and User Interface.
11. The Customer is the sole owner of the Custom Design (if ordered) and any information provided by the Customer and placed on the Cleanweb System.

Alterations

12. Cleanweb will use it's best endeavors to make alterations to the Website as requested by the Customer.
13. The Customer acknowledges that not all alterations will be practicable and agrees that Cleanweb may refuse to make any alterations on that basis.
14. Cleanweb will make the Customer aware of any extra fees before carrying out any alterations or instructions.

Security

15. The Customer is solely responsible for the security of each user identification name, log in, password or other security measure for access to and use of the Customers information stored on the Cleanweb System.
16. Cleanweb and its employees will treat the Customers User Identification name, log in, password or other security measures as confidential and will not disclose this information to any third party without the consent of the Customer.

Indemnity

17. The Customer agrees that if the Customer breaches any law or term of this agreement or negligently or intentionally causes any damage to the Cleanweb System, the Customer indemnifies Cleanweb for any liability, loss, damage or expense (including legal costs) resulting from such actions. The Customer is responsible for the actions of all Subscribers and indemnifies Cleanweb for their actions.
18. Subject to clause 19 below, in the event that Cleanweb or any of its employees breaches any law or term of this agreement or negligently or intentionally causes any damage to the Customers information, Cleanweb will indemnify the Customer for any loss, damage or expenses resulting from such actions.
19. Cleanweb's liability for any claim made under clause 18 is limited to the fees paid by the Customer under these Terms and Conditions.

Termination

20. Either party may terminate this agreement by giving the other party 2 months written notice.
21. Either party may, by notice in writing, terminate this agreement immediately if the other party:
* Commits a breach of this agreement that is not rectifiable.
* Fails to rectify a breach of this agreement which is rectifiable for 7 days after receiving a written notice from the other party specifying the breach and requiring the breaching party to rectify it.
22. Clauses 10, 11, 15, 16, 17, 18, 19, 23 and 24 survive this agreement.

Duty to preserve confidentiality

23. Each party agrees to keep confidential all information relating to the business of the other party disclosed or generated under this agreement and will keep confidential the terms of this agreement.
24. Each party agrees to only use information for the purposes of this agreement and not to disclose it without the prior written consent of the other party.

Variation

25. This agreement can only be varied by the parties in writing, this should not be unreasonably withheld.

Waiver

26. The fact that Cleanweb fails to do, or delays in doing, something Cleanweb is entitled to do under this agreement, does not amount to a waiver of any obligation of either party.

Assignment

27. Cleanweb may assign any of its rights and obligations under this agreement without the Customer's consent.
28. Cleanweb will give the Customer written notice if it intends to assign the contract as a whole to a third party. In this event, the Customer has the right to terminate this contract on notice in writing to Cleanweb.
29. The Customer may only assign any of its rights under the Agreement with Cleanweb's written consent.

Giving notices

30. A notice, consent, information or request that must or may be given or made to a party under this agreement is only given or made if it is:
* Delivered or posted to that party at the address stated in Contact details section of this agreement; or
* Sent by Electronic mail to that party at the email address stated in Contact details section of agreement.
However, if a party gives another party 3 business days written notice of a change of that, or a subsequent, address or email address, a notice, consent, information or request is only given or made by that other party if it is delivered, posted or sent to the latest address or email address.

Time notice is given

31. A notice, consent, information or request is to be treated as given or made at the following time:
* If it is delivered, when it is left at the relevant address.
* If it is sent by post, 2 business days after it is posted.
* If it is sent by electronic mail, as soon as it enters the addressee's computer system.
If a notice, consent, information or request is delivered at the relevant address or received into an addressee's computer system after the normal business hours of the party to whom it is sent, it is to be treated as having been given or made at the beginning of normal business hours on the next business day.

Entire agreement

32. This agreement contains everything the parties have agreed on in relation to the matters it deals with. The parties cannot rely on an earlier agreement, or on anything said or done before this agreement was executed.

Severability

33. If a clause or part of a clause can be read in a way that makes it illegal, unenforceable or invalid, but can also be read in a way that makes it legal, enforceable and valid, it must be read in the latter way. If any clause or part of a clause is illegal, unenforceable or invalid, that clause or part is to be treated as removed from this agreement, but the rest of this agreement is not affected.

No partnership

34. This agreement does not create a employment relationship, partnership, agency, fiduciary or any other relationship, except the relationship of contracting parties, between the parties. No party is liable for an act or omission of another party, except to the extent set out in this agreement.

Mediation

35. If a dispute arises in relation to this agreement, either party may give the other a notice requiring that an attempt be made to resolve the dispute with the help of a mediator to be appointed jointly by the parties.
36. If the parties do not agree on a mediator within 7 days after the notice is given, the dispute will be referred to the Disputes Tribunal in Wellington. In the case where total amount disputed exceeds the maximum amount the Dispute Tribunal deals with, the mediator is to be appointed by the President of the Wellington District Law Society. Each of the parties must co-operate fully with the mediator. Each of the parties must pay an equal share of the fees and expenses the mediator is entitled to.

Governing law and jurisdiction

37. This agreement is governed by the law of New Zealand.

Definitions

Business day
Means a day (except Saturday and Sunday) on which banks are open for general banking business in Wellington, New Zealand.
Intellectual Property Rights
Includes copyright, trade mark, design, patent, semiconductor or circuit board layout rights, trade, business or company names, confidential or other proprietary rights, or any rights to registration of such rights whether created before or after the date of this agreement.
Subscribers
Means Internet users who are granted a User Identification name, log in or password by the Customer to allow access to the Website.
Custom Design
Means the site specific design that reflects the individual image of the Customers business.
Customer Information
Means information or data supplied by the customer to Cleanweb.
User Interface
Means the web page supplied by Cleanweb that allows access to the Cleanweb system.
Website
Means the user interface that benefits from the functionality of the Cleanweb System.

Schedule 1 - Fees

Development fees
Development fees are dependant on the system or service ordered.

Hosting fees
Hosting fees are outlined in Schedule 1 and are expected to be paid on the date of recurring each month and overdue bills may incur a compounding 5% increase every week after this date. Hosting fees can be paid by cheque or direct debit. Once the clients account had been in debit for more than one month the website will be suspended and a re-connection fee charged.

Maintenance fees
Repair of existing site faults is carried out free of charge. Any additional work requested by the customer will be performed at current hourly rate. Behaviour problems on browsers newer than website release date will be remedied at current hourly rate.

Consultation and Training
Each project includes two combined hours of free initial consultations and training, unless stated otherwise. Any additional consultation or training time will be done at current hourly rate.