Harper Digital Limited – Terms and Conditions
The following terms and conditions apply between us and you:
1. Background and Definitions
1.1 Unless the context otherwise requires, the following words shall have the meanings below ascribed to them:
(a) “I”, “We”, “Us”, “Our” “Harper Digital”, refers to Harper Digital Limited, of 7 Harper Street, Chatswood, Auckland 0626, New Zealand.
(b) “You”, “Your” refers to you, the client of Harper Digital Limited, or where applicable, the client of any of Harper Digital’s partners/affiliates.
(c) “Order Form” refers to the document supplied to you that detail the proposed products ordered by you, their minimum term and associated costs.
(d) “Project” refers to any work carried out by Harper Digital to be delivered to you, the client as a one-off service or product. Generally this refers to Website Development and Website Refresh services. “Project” does not refer to services provided on a monthly basis: all Advertising services, Web Hosting, Websites billed as a subscription, Social Media Services, Search Engine Optimisation, Content Management, Online Presence Management and Software Subscriptions.
(e) “Subscription” service, or “Monthly” service refers to any services provided by Harper Digital on a monthly basis. These services typically have a minimum term specified on the Order Form.
(f) “Working Day” means Monday to Friday excluding national public holidays in New Zealand.
2. Our Services
2.1 In conjunction with the Order Form, these terms and conditions relate to all of the services provided by Harper Digital Limited, which may include (but is not limited to) any of the following:
- Website Design and Development;
- WordPress Assistance;
- Google AdWords;
- Bing Ads;
- Facebook Ads;
- LinkedIn Ads;
- Ads on other media publishers;
- Website Content Optimisation;
- Website Hosting;
- Content Management and Online Presence Management;
- Search Engine Optimisation (SEO);
- Social Media Setup and Management;
- Phone Call Tracking and Lead Tracking;
- Conversion Rate Optimisation;
- Marketing Automation
3. Our Responsibilities to You
Quoting and Retainer
3.1 We will provide you with a quote prior to any work being carried out. The quote:
(a) sets out the scope of work agreed between us and you, either in respect to a Project or in respect to a Subscription service, or both;
(b) is intended to provide an estimation of either the total investment required from you to complete the Project, or the monthly investment required from you in respect to the Subscription service; and
(c) discloses a breakdown of the various fee/cost components chargeable to you.
3.2 The quotes constitutes our initial disclosure to you showing where the bulk of the fees/costs we expect are required in your Project or Subscription service.
3.3 Before commencing any work, we shall be able to require an advance against fees, disbursements and other charges (“the retainer”). This retainer will be deposited into our nominated bank account, and is similar to a pre-paid credit.
3.4 In most work we do, the retainer amount is equivalent to:
(a) 50% of the quote for the Project, or
(b) 100% of the first month for monthly subscription services.
3.5 This retainer is non-refundable as it covers Harper Digital for work required to commence or continue the work, as well as to purchase any required software, licences, or content such as fonts, images, and logos on your behalf. The retainer will also be used to pay any invoice rendered by us.
3.6 Sometimes the work will require more or less than the quoted amount to complete.
(a) In the case that it is less than the quoted amount, we will return the balance retainer monies to you upon rendering our final invoice and/or statement to you.
(b) In the case that it is more than the quoted amount, we will obtain consent from you at the earliest possible time to continue with the work, once the difference in investment cost becomes apparent.
3.7 We will be entitled to ask you to make further top-up payments to the retainer from time to time if the earlier retainer payment has been used up.
3.8 Any out-of-scope variation or additions to the quoted Project or Subscription service will be invoiced over and above the quoted total. We will communicate the particulars of these variations to you as they become necessary.
3.9 With the exception described in clause 4.3, the variation or addition to the scope of work will be agreed upon between us and you and will be recorded in a supplementary quote.
3.10 We reserve the right to decline to commence or continue the agreed scope of work if there is a failure or delay in payment of any retainer requested.
3.11 For all services we will provide for you to view and sign an “Order Form”, detailing the proposed products, their minimum term, and associated costs.
3.12 Once the Order Form is authorised by you, a deposit invoice will be issued. Upon payment of the deposit, there is a 10 Working Day turnaround to commencement of these services. Where possible, we will endeavour to shorten this time frame.
Third Party Providers
3.13 You acknowledge that we may utilise third party providers to deliver our solution and as such we may be bound by their rules and associated terms and conditions. These third party provider solutions may also experience downtime outside of our control, which may result in some or all of our services being unavailable.
3.14 There may also be an associated cost with using third party provider solutions that will be payable by you in the solution we are providing and as per clause 3.5 above.
Protecting Your Private Information
3.15 Where you provide us with personal details such as contact information, credit card information, log-in details to websites, or administrative access to websites or accounts held by you, we endeavour to protect this information from any unauthorised use.
3.16 If you provide us with log-in information or administrative access to your existing website, social media accounts, or google accounts (including: Google AdWords, Google Analytics, Google My Business), you accept that we may log into these accounts and make any changes we deem appropriate where these changes affect our agreed objectives for your accounts.
3.18 Harper Digital has a number of affiliate/partner organisations and we will from time to time carry out outsourced work for our affiliates/partners. In those contexts, you would be the client of an affiliate/partner of ours and deal directly with that affiliate/partner but the outsourced services received come from us indirectly.
3.19 We remain strictly separate organisations from our affiliates/partners. Our roles from our affiliate/partners are separate and do not overlap.
3.20 Accordingly, and as reflected in the invoices we render, our outsourced work and the performance of that outsourced work will relate strictly to the particulars set out in the quote and order form, plus any subsequent variation to that quote and order form.
3.21 We are not and will not be held responsible or liable for any advice, proposed work, or performance of any work from our affiliates/partners to you.
4. Your Responsibilities to Us
4.1 You endeavour to respond, in a timely fashion, to all requests by us for information or content items (such as logos, fonts, text and images), as well as log-in details if/where required.
4.2 You accept that any delay in the your response may hold up our work on your Project or Subscription service, and that this may void any deadlines initially agreed to by us.
4.3 If and when necessarily, we reserve the right to make a unilateral variation to the initially agreed scope of works per clause 3.8 if you have caused any delay as described in clauses 4.1 and 4.2 above.
4.4 You indemnify Harper Digital and its directors, employees and personnel from all costs, losses, claims, expenses, damages and liabilities that may arise now and in the future as a result of Harper Digital providing the services to you.
4.5 We may provide you with admin access to either your website, advertising campaigns, or other systems. This access is provided in good faith, and Harper Digital take no responsibility for any changes you may make whether deliberately or by accident. We reserve the right to charge for any additional work required to repair your website or advertising campaigns following changes made by you.
5. Monthly Subscription Services
5.1 Services provided as a monthly subscription are subject to a minimum term.
5.2 At the end of the minimum term, these services will move onto a month-by-month contractual term, with the exception of Search Engine Optimisation (SEO) which requires a minimum contract length of 6 months. These services may be cancelled by giving notice in writing after the end of the minimum term and paying the subsequent billing cycle (effectively one more final invoice) in advance. For the avoidance of doubt, if an invoice has already been issued when notice is received, then the final invoice will be the one following that already issued.
6. Website Hosting
6.1 We provide website hosting services to our clients as a reseller of both WP Engine Inc. and Open Host (Internet Services Group Limited). The relevant terms and conditions can be viewed here:
Open Host: https://store.openhost.net.nz/information.php.
WP Engine: https://wpengine.com/legal/terms-of-service/
6.2 We agree to communicate any planned server maintenance or issues with the provision of hosting services promptly to you.
6.3 Where we host a website on your behalf, we take responsibility for ensuring the best possible performance of that website, and the maintenance of all software and licences relating to its publication and use.
7. Cancellation of Website Hosting
7.1 You may cancel your website hosting services at any time after the end of the minimum term, by providing us at least 25 Working Days’ written notice. Upon cancellation of website hosting services, your website will no longer be live on the web.
7.2 You have the option to migrate your website to a new hosting provider, by requesting an export of your website content and databases, this service will be billed at $1,000.00 + GST. This service is an export only, no responsibility is taken by us to migrate and load the website with your new provider.
8. General Payment Terms
8.1 All prices quoted are excluding GST.
8.2 All invoices are due 5 Working Days from invoice date unless otherwise stated.
8.3 For products and services with a monthly fee, payment is due monthly in advance. In cases of non-payment for these products and services, service will cease after 5 Working Days. In cases of late payment, service will be put on hold until the client account is paid in full.
8.4 In cases of persistent non-payment, we reserve the right to engage, without notice to you, our collections agency to obtain outstanding funds, and suspend any services we are providing on an ongoing basis. In such cases, you will be liable to pay any associated collection costs.
9. Changes to these Terms and Conditions
9.1 These terms and conditions are current as at 12 March 2020. We reserve the right to amend these terms at any time as we see fit.
9.2 Where any significant changes are made to these terms and conditions, we will endeavour to communicate these changes in writing to you within reasonable time.
10. Contact Information
10.1 For more information on these terms and conditions you are welcome to contact Harper Digital Limited via: [email protected] or in writing at 7 Harper Street, Chatswood, Auckland 0626.