Terms & Conditions
These Terms and Conditions apply when engaging the services of Website Angels (“Website Angels”, “we”). The Client (“you”, “your”) means the person, company or other entity buying the goods or services from Website Angels. You agree that these Terms and Conditions (“Agreement”) and any subsequent terms and conditions issued by Website Angels shall apply to all orders for the goods and services made by you.
1. CLIENT ACKNOWLEDGEMENTS. You acknowledge and agree that:
1.1 Quotes and estimates provided by Website Angels exclude GST.
1.2 Website Angels has the right to use work developed for you, as well as your company and logo(s), in its promotional material, in the context of showing its portfolio of work and clients.
1.3 Website Angels endeavours to check all files and content for accuracy, however you hold the ultimate responsibility for final sign off. Once sign off has been received, Website Angels is not liable for any charges that may occur due to errors.
1.4 Website Angels will communicate with you and your staff through all methods of communication, including but not limited to email, text and telephone.
2. CLIENT RESPONSIBILITIES. For the purposes of providing services, you agree:
2.1 To provide Website Angels with all necessary materials, electronic or otherwise, required to create and complete any project, and to supply them in a timely manner.
2.2 To authorise Website Angels to edit content on your website, including but not limited to creating new pages, new content, changing meta tags, title tags, creating and changing images, editing, code, and any other changes for the purpose of fulfilling the services you have requested.
2.2 Provide Website Angels with access to any computer systems, usernames and passwords required to remove data and/or sites for failure to comply with these Terms and Conditions.
2.3 Website Angels will act in good faith when making requested website changes and will seek verbal or written approval for changes it deems require consultation.
3. INTELLECTUAL PROPERTY LIABILITY.
3.1 You represent and warrant that any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Website Angels for inclusion on the website(s) are owned by you, or that you have received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect and defend Website Angels and its subcontractors from any liability or suit arising from the use of such elements provided.
3.2 If you intentionally or unintentionally include the names of your competitors or trademarked terms in your website or advertising, you do so at your own risk and accept all liability associated with such action. Without limiting the above, Website Angels may, but is not obliged to, at any time and in its sole discretion, remove competitor names or trademarked terms from advertising campaigns.
3. FEES.
4. You agree to pay Website Angels any and all fee(s) for services provided.
4.1 Payments are due according to the terms specified on each invoice. If the terms are omitted from any invoice, it will fall due 20 days after the end of the month the invoice is dated for.
4.2 Website Angels reserves the right to delay starting work, or to pause existing work, if a payment is overdue. When payment is made, the normal work process will resume.
4.3 Website Angels reserves the right to refer any unpaid account to a Debt Collection Agency. Once the matter has been referred to a Debt Collection Agency, you will be liable for all collection fees including the Agency fees and commission(s) Website Angels would be liable for.
4.4 Any invoice queries must be submitted in writing by email within 1 days of the invoice date.
5. COPYRIGHT.
5.1 All artwork, writing, designs, graphics and photographs that are created by Website Angels, are the property of Website Angels and are protected under New Zealand copyright laws, until such time as the Client has settled all outstanding Fees. At that time the Client will retain ownership of the material, unless the work carries a © copyright notice for Website Angels or other party, or where different copyright terms have been agreed to in writing.
5.2 All code developed or provided by Website Angels (including but not limited to HTML, CSS, PHP, SQL) is the property of Website Angels and protected under New Zealand copyright laws. When the client has settled all outstanding Fees the Client is granted a non-exclusive licence to use the code.
6. ALTERATIONS.
6.1 The Client agrees that changes required over and above the estimated work, or in addition to the agreed scope, or where the client makes changes to the supplied content or images required to be carried out after acceptance of the draft design, will be liable to a separate charge.
6.2 The Client also agrees that Website Angels holds no responsibility for any amendments made by a third party, before or after a design is published.
7. DATA FORMATS. The Client agrees to Website Angels’ definition of acceptable means of supplying data, as follows:
7.1 Text is to be supplied in electronic format as standard text (.txt), MS Word (.docx) or via email/FTP or shared folder.
7.2 Images are to be supplied in electronic format must be supplied as prescribed by Website Angels via email/FTP or shared folder. Images will be supplied as .jpg, .webp, .png, or .psd formats. Any images supplied in other formats will incur a conversion cost.
7.3 Website Angels will not be held responsible for the quality of images optically scanned or photographed from supplied printed materials.
7.4 Additional expense may be incurred for any necessary action, including but not limited to, photography and art direction, photography searches, media conversion, digital image processing, or data entry services, colour correction and alteration of images.
8. DESIGN CREDITS. The Client agrees to allow Website Angels to place a small credit on printed material exhibition displays, advertisements and/or a link to Website Angels own website on the Client’s website. This will usually be in the form of a small logo or line of text placed towards the bottom of the page.
8.1 The Client also agrees to allow Website Angels to place websites and other designs, along with a link to the Client’s website on Website Angels’ own website for demonstration purposes and to use any designs in its own publicity and portfolios.
9. SOURCE FILES.
9.1 Website Angels will supply proofs and PDF files as appropriate for printing, or other graphic files as detailed in the job scope or request.
9.2 Fees for design work do not cover the release of our copyright design source files, including but not restricted to indd, psd, Al, png, fla or other source files or raw code; if the Client requires these files for transfer to an in-house or other designer, they may be subject to a separate quotation or ‘buy-out’ charge.
10. RIGHTS OF REFUSAL.
10.1 Website Angels will not include in its designs any text, images or other data which it deems to be immoral, offensive, obscene or illegal. All advertising material must conform to all standards laid down by all relevant advertising standards authorities.
10.2 Website Angels also reserves the right to refuse to include submitted material without providing reason.
10.3 In the situation where any images and/or content included by Website Angels in good faith, is subsequently discovered to contravene such terms and conditions, the Client is obliged to allow Website Angels to remove the contravention without hinderance or penalty. Website Angels is to be held in no way responsible for any such data being included.
ORDERING SERVICES
11. PLACING AN ORDER. You acknowledge and agree that:
11.1 Services can be ordered from Website Angels through a variety of methods, including but not limited to: signed contracts, order forms or quotes, email requests, online proposal acceptance and verbal requests.
11.2 Where a fixed quote is not provided for an order, both parties will act in good faith. Website Angels will track time spent on the work and charge an hourly rate for the work – currently $170 plus GST per hour, minimum charge 1 hour.
12. PROJECT DURATION.
12.1 Any indication provided by Website Angels of a project duration is to be considered by the Client as an estimation. Website Angels cannot be held responsible for project over-runs, whatever the cause. Estimated project duration should be deemed from the date that cleared funds are received by Website Angels for the initial payment or by another date confirmed in writing by Website Angels.
13. CANCELLATION OF ORDER.
13.1 Cancellation of orders may be made initially by telephone contact, or email, however following this, Website Angels requests formal notification in writing to the company’s postal address.
13.2 Any cancellation not formally confirmed in writing to the postal address within 14 days of such initial instruction being issued, will be liable for the full quoted Fees.
13.3 The Client will be invoiced for all work completed over and above the non-refundable deposit made at the time of the first ordering.
13.4 The balance of Fees due must be paid within 30 days of invoice.
13.5 For any work undertaken where an agreement, quote or order has not been approved, or where one has been approved but the work is to be charged at an hourly rate, if you decide to cancel the requested work prior to competition, you must give notice of cancellation in writing. Website Angels will reconcile the hours worked and will be entitled to payment for all outstanding Fees within seven (7) days.
WEBSITE DESIGN
14.1 Website Angels considers the design project complete upon receipt of the Client’s approval.
14.2 Following Client approval, coding will commence; any changes to navigation items, colours, structure or content that require changes to the template will incur an additional fee.
14.2 Should a choice of designs be presented for your project, only that solution is deemed to be given by Website Angels as fulfilling the contract. All other designs remain the property of Website Angels, unless specifically agreed in writing.
14.3 Once the web build is complete the Client will have the opportunity of review. Website Angels will make one set of minor changes at no extra cost within 14 days of the review date.
14.4 Minor changes can be notified to Website Angels by email and can include: small textual changes and small adjustments to placement of items on the page. Minor changes do not include changes to images, colour scheme or any navigation features.
14.5 Website Angels will consider the Client has accepted the original design if no notification of amendment is received in writing from the Client within 14 days from the review date.
SEO SERVICES
15. CLIENT ACKNOWLEDGEMENTS FOR SEO SERVICES. SEO Services are intended to provide your website with improved positioning in selected search engines. If engaging Website Angels for SEO Services you understand, acknowledge and agree that:
15.1 WEBSITE ANGELS HAS NO CONTROL OVER THE POLICIES AND RANKING ALGORITHMS OF SEARCH ENGINES WITH RESPECT TO HOW THEY CHOOSE TO RANK WEBSITES IN SEARCH RESULTS, NOW OR IN THE FUTURE.
15.2 While it is unlikely that search engines will exclude a full site from search results, it is common for search engines to take some time before new websites are included in results, and it is very common that even established sites will not have all pages from the website included in search results.
15.3 Website Angels makes no representations, warranties or guarantees of any kind as to the level of sales, purchases, clicks, sales leads, search engine rankings or other performance that you can expect from the SEO Services provided by Website Angels.
15.4 Website search engine rankings can fluctuate any day, any time, and between different users because of on-going changes in the ranking algorithms, SEO efforts made by the competitors, and other factors.
15.5 Newly edited websites may experience a temporary boost in ranking for SEO targeted keywords for a short period of time, before the rankings settle to a lower level. This is known as a ‘freshness boost effect’. You acknowledge that if this happens to your site, the subsequent drop in rankings is not poor performance by Website Angels and is instead a common occurrence.
15.6 Website Angels is authorised to use your logos, trademarks, website images and the like on your website and other websites, to create content that Website Angels deems may be useful for search engine positioning and optimisation of your website(s).
16. WEBSITE ANGELS NETWORK. In order to perform its SEO Services Website Angels builds links for a variety of websites to its client’s websites. In addition to public websites accessible by anyone, Website Angels builds links from a collection of websites it calls the “Website Angels Network”. The Website Angels Network includes sites that Website Angels owns, sites that Website Angels has access to, and client sites of Website Angels. If engaging Website Angels for SEO Services you understand, acknowledge and agree that:
16.1 Your website will receive links from other sites in the Website Angels Network.
16.2 Your website will join the Website Angels Network, and as such, Website Angels is PERMITTED to add hyperlinks on your website that point to other websites, provided that: (i) No link is made to a direct competitor’s website, without express written permission from you; (ii) The links are not created on any pages on your site that website visitors commonly view, unless you give express permission; (iii) Only one subtle link will be included in the footer of your site, which will not interfere with the user experience of your website visitors and will point to the page(s) that contain these links to other sites; (iv) You can require any link to be removed.
17. EXCLUSIVITY. For SEO Services, if any keywords are agreed to be ‘Exclusive’ (“Exclusive Keywords”), a geographical region for this exclusivity (“Exclusive Region”) will be defined in writing. Website Angels warrants that it will not undertake any SEO Services for those Exclusive Keywords for any other company targeting the Exclusive Region, prior to termination of your Agreement with Website Angels.
ONLINE ADVERTISING
18. PAID ONLINE ADVERTISING. Online Advertising Services refers to all online advertising that has a direct cost for clicks, impressions or inclusion, which Website Angels organises and/or manages on your behalf. This includes, but is not limited to, Google Ads and Facebook advertising (“Ads”). For these Ads you agree that:
18.1 You will agree with Website Angels for a budget for spending on the campaign. The agreed budget for spending on the Ads can be changed at your discretion whenever you choose, through either verbal or email instruction to Website Angels. Website Angels will confirm by email with you when the changes will be applied.
18.2 Website Angels will state clearly whether the prices quoted include the cost of the Ads or whether it is only for management fees. If the costs of the Ads are not included you will need to pay these directly to the companies that own the publishing networks, such as, but not limited to, Google and Facebook (“Publishers”).
18.3 Where Website Angels price includes the cost of Ads, if the portion of Fees allocated for Ads spend is not fully spent in each period, the remaining amount will be added to the Ads spend allocated for the next period. If the Ads portion is overspent for a given period, the overspend is subtracted from the Ads spend allocated for the next period.
18.4 Website Angels reserves the right to modify Ads, including associated keywords, target geographies and Publishers, consistent with your objectives, at any time, and if needed, without prior consultation.
18.5 While Website Angels will take all reasonable efforts to promote the various products and services that you have selected to promote, it makes no guarantee – financial or otherwise – that all such products and services will be advertised, particularly if advertising all such products and services would result in exceeding the campaign budget you have set.
18.6 You may select certain individual words or word phrases (“Keywords”) to be used in the campaign. While Website Angels will take all reasonable efforts to promote these Keywords at the Publishers, it makes no guarantee – financial or otherwise – that all Keywords will be advertised, particularly if advertising all Keywords would results in exceeding the campaign budget or produce low quality results. Website Angels is permitted to choose Keywords to add to the campaigns that it believes may benefit you.
18.7 You agree that the rules for displaying Ads when certain Keywords are entered by a user at a Publisher are controlled by the Publisher and as such, you agree that Website Angels makes no guarantee – financial or otherwise – about when or where Ads will be displayed when certain Keywords are entered by a user at a Publisher.
18.8 You agree that, while Website Angels will use its best efforts to place Ads in the target geographies specified by you, Website Angels does not control the system that displays the Ads and, as such, cannot guarantee that your Ads will only or primarily be displayed to people in the target geographies. You acknowledge that Publishers may use varying means to detect where people are located when determining whether to display an Ad, including, but not limited to: (i) IP targeting; (ii) user registration information; and (iii) explicit geographic search queries made by the user.
18.9 Upon termination of online advertising services, any advertising accounts that have been created and owned by Website Angels remain the property of Website Angels. Likewise, any landing pages created in the Website Angels landing page system (displayed at a sub-domain of your website) remain the property of Website Angels and will be disabled. You are permitted to copy the landing pages before the campaigns finish if you wish.
WEBSITE HOSTING
19. HOSTING. The Client accepts:
19.1 Website Angels offers a limited hosting service via Hosting Angels Limited.
19.2 Hosting Angels Limited does not guarantee continue service and will accept no responsibility for loss of service, whatever the cause.
19. 3 Fees for hosting on Hosting Angels Limited virtual server are due at the commencement of any period of service and are non-refundable.
19.4 Where a website uses any third-party plugin, API, platform, or related service to provide or enhance functionality, Website Angels and Hosting Angels Limited are not responsible for any failure, loss of functionality, or additional costs arising from changes, suspension, discontinuation, or data loss affecting those third-party services, to the extent permitted by New Zealand law.
19.41 Any work required to reconnect, reconfigure, repair, or maintain the client’s website as a result of such third-party changes will be chargeable to the client at the applicable rates.
19.42 Where reasonably practicable, Website Angels and Hosting Angels Limited will notify the client of the issue, explain the circumstances, and provide an estimate of the costs required to restore the website to its previous functionality.
19.43 Nothing in this clause limits or excludes any rights or remedies available to the client under the Consumer Guarantees Act 1993 or any other non-excludable provisions of New Zealand law.
19.44 This includes, but is not limited to, services provided by Cloudflare, WordPress, SMTP2GO, OOPSpam, Stripe, and other third-party providers.
19.5 Fees due to any third-party hosting organisations are the responsibility of the Client and Website Angels is not liable for their payment, nor for the renewal of domain names, which are the sole responsibility of the Client/domain owner. These may include, but are not limited to Shopify, WordPress, Wix and other hosting providers.
20. DISK SPACE. Hosting accounts are allocated a disk space allowance. This allowance varies depending on the hosting package you purchase. Should your account exceed the allocated amount your website may stop working. We will provide pricing for upgrading your hosting package to a custom hosting package providing larger disk space allowance.
21. TRAFFIC. Hosting Angels Limited does not set arbitrary limits on the amount of visitor traffic a website can receive. However, if your monthly website traffic is considerably higher than expected for two (2) or more consecutive months, Website Angels reserves the right to renegotiate the hosting plan charges, in good faith, to a higher rate.
22. GUARANTEED BACKUPS. When hosting your website with Hosting Angels Limited, Hosting Angels Limited guarantees to back up your data that is stored on the web servers. Once per 7 day period, with 15 days back ups (3) being held should they be needed. Data that will be backed up includes website files and SQL databases. The guarantee does not include emails stored on a mail server. The backups are for the purpose of enabling the website to be restored to a recent functional version.
22.1. If a disaster occurs and data needs to be restored from the backup for the website to be functional again, reasonable time must be allowed for the restoration.
22.2. If a disaster occurs and the data is not backed up, and the website is left in a non-functional state, the penalty for Website Angels will be limited to (i) restoring and/or rebuilding the website to a state that is comparable to the website’s functionality anytime in the one month prior to the disaster, at no cost to you, and (ii) providing free website hosting to you for that website for the following 12 months.
23. NOT FOR ARCHIVE STORAGE. Website hosting accounts with Hosting Angels Limited are not to be used for archives of files that consume more than 100MB. If files that Hosting Angels Limited deems fall into this category, are found on the hosting account we will give you seven (7) days’ notice to remove the files. If you do not remove the files Website Angels reserves the right to delete the offending files.
24. NON-PAYMENT. If your website or DNS is hosted with Hosting Angels Limited and payment for your website hosting, or any other service by Website Angels, is overdue Website Angels will send a warning notice. If the account remains overdue seven (7) days later a second warning notice will be sent. If any part of your account with Website Angels or Hosting Angels Limited remains overdue 14 days after the second warning notice, Website Angels reserves the right to suspend your hosting account and DNS. This means that your website will stop working and, potentially, your email service might stop working. Your website data will be protected, and the website reinstated when the account is paid. If the account remains overdue for 60 days after the second notice is sent, the hosting service will be terminated, and Website Angels reserves the right to delete all your data from its servers.
25. DATA RETENTION. Website Angels shall not be responsible for retaining any of your data after account termination. After the account is terminated all data may be deleted from the servers and from back-ups during scheduled back-up rotation. Website Angels is under no obligation to restore, provide on any storage media or send out any data pertaining terminated accounts.
OTHER IMPORTANT LEGAL STUFF
26. INDEMNIFICATION. You, the client, agree to defend, indemnify and hold Website Angels, its sub-contractors, partners, and the respective directors, officers and employees of each, harmless from and against any and all claims, losses, damages, liabilities and costs (including, without limitation, reasonable attorneys' fees and court costs) arising out of or relating to your breach of any of these Terms or use by you or any third party of the services, except to the extent the foregoing directly result from Website Angels’ own gross negligence or wilful misconduct. Website Angels reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, the client.
27. GENERAL.
27.1. 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.
27.2. This Agreement and the relationship between you and Website Angels shall be governed by the laws of New Zealand. Any action by either party hereto arising out of or in connection with this Agreement or the Service shall be brought in a court of competent jurisdiction located in New Zealand.
27.3. Nothing in this Agreement gives rise to or is intended to give rise to a relationship between Website Angels and you of employee and employer, principal and agent or partnership.
27.4. The provisions of the Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors and assigns.
27.5. You may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of Website Angels.
27.6. Website Angels reserves the right to assign subcontractors to services.
27.7. No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.
27.8. No provision of this Agreement shall be interpreted against any party because such party or its legal representative drafted such provision.
28. LIMITED LIABILITY. In no event shall Website Angels be liable to you for any indirect, special, exemplary or consequential damages, including any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from course of dealing or course of performance, lost profits, whether or not foreseeable or alleged to be based on breach of warranty, contract, negligence or strict liability, arising under this agreement, loss of data, or any performance under this agreement, even if such party has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy provided herein. Website Angels makes no warranty of any kind, whether express or implied, with regard to any third-party products, third party content or any software, equipment, or hardware obtained from third parties.
29. CONFIDENTIALITY. The parties agree to hold each other's proprietary or confidential information in strict confidence. "Proprietary or Confidential Information" shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other's Proprietary or Confidential Information available in any form to any third party or to use each other's Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party's Proprietary or Confidential Information shall remain the sole and exclusive property of that party.
30. FORCE MAJEURE. Neither party will be liable for or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such party's reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected party will give prompt written notice to the other party and will use commercially reasonable efforts to minimise the impact of the event.
