Terms and conditions
The terms and conditions defined below govern all transactions between WhiteLabel Limited and its respective Clients, for the sale and provision of any goods and/or services by WhiteLabel Limited to its Clients. Please read these term and conditions carefully.
When you read words “Whitelabel”, “us”, “our” or “we” it means Whitelabel Ltd and our director(s), employees, agents, successors and legal assigns. The words “you”, “user” or “your” means you, the user of our services.
General
The use of services provided by WhiteLabel Limited constitutes an agreement to these terms.
WhiteLabel Limited will take every precaution possible for the protection of its Clients’ intellectual property and will not disclose any information about Clients business to any third party, without prior consent from the respective Client. These terms and conditions are subject to change at any time, without prior notice.
From time to time we may need to call on the expertise of another web developer or graphic designer to help us achieve an awesome result for you. We reserve the right to subcontract any of our services as needed.
Supply of Content and Branding
You must supply all materials and information required by us to complete the work. Such materials may include, but are not limited to, photographs, written content, logos and other material. Where there is any delay in supplying these materials to us which leads to a delay in the completion of work, we have the right to extend any previously agreed deadlines by a reasonable amount.
Where you fail to supply content or required information, and that prevents the progress of the work, we have the right to invoice you for any part or parts of the work already completed. Delays in providing the required information to us may result in delays in project delivery.
You must obtain all necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trademarks, or any other material that you supply to us to include in your project.
Additional Charges
You agree to reimburse us for any requested expenses which do not form part of your original project estimate including but not limited to the purchase of templates, third party software, stock photographs, fonts, domain name registration, web hosting or other similar expenses.
Content
All content for a Clients website is to be provided by the Client prior to the commencement of the Build stage of the project. Content includes but is not limited to words, headings, images, graphs, charts, testimonials, products, product descriptions and prices. Should the delivery of content from the Client delay the progress of the website project this will effect the Website Delivery Timeline and is not the responsibility of WhiteLabel Limited.
Delivery Timeline
A delivery timeline / estimate (“timeline”) is provided to the Client at the time of the start of the project and forms part of the Client Contract and thus, these terms and conditions. Upon starting the subscription this timeline is agreed and accepted as part of the Client Contract with WhiteLabel Limited. In order for this timeline to be adhered to both parties agree to provide and/or complete specific tasks by specific deadlines. Should either party not complete these tasks by the specified and agreed timeline deadline(s) it is agreed that they are to notify the other party and that this will delay the project delivery timeline. Should the delays be caused by the Client, the Client agrees to pay WhiteLabel Limited the agreed progress payment(s) as per the original agreed timeline deadlines.
Whitelabel shall not be liable for any loss or damage which you may suffer which can be attributed to any delay in performance or completion of your project, however that delay arises.
Hosting and related services
You agree to take full responsibility for all usage of the domain name, hosting and email services and to fully abide by the terms and conditions set out by the third party for such services. While we automatically renew domain names which are held in the Whitelabel account only, it is ultimately your responsibility to ensure that your domain name/s are kept up to date.
We use hosting providers who will carry out daily backups of your website. We accept no responsibility for downtime, delays, breakdowns or data loss caused by internet service providers and/or hosting companies nor other circumstances outside of our control.
You are responsible for complying with all relevant laws in relation to e-commerce. We accept no responsibility for any claim, fine, tax, loss or damage arising from your or your clients’ use of the e-commerce store this includes payment gateways that may be used.
Changes after Clients Website is Live
There are several Service Package options available to the Client once the Clients Website has gone live on the web. Some of which include WhiteLabel Limited making changes/edits to a Clients website. Should a Client who has paid for such a Service Package that includes changes, request changes, edits or additions to their website that take longer than the allocated monthly hours in the Service Package the Client is being billed for, or are outside the Clients paid for Service Package inclusions, WhiteLabel Limited will provide an estimate of the number of hours the requested changes, edits or additions may take and upon approval to go ahead by the Client, will complete these requested changes, edits and/or additions at the standard hourly rate. The Client agrees to pay WhiteLabel Limited for these services.
Ownership of Files and Data on Servers
All designs, artwork, logos and content remain the property of WhiteLabel Limited, until paid for in full. Once paid in full or the minimum subscription length has been reached, and on the condition there are no outstanding monies, all files and data, design, images, logos and content are considered the Clients property however WhiteLabel reserves the right to charge a fee should a copy of the files and data be required.
Client Access to Backend
Access login details may be provided to the Client upon request which will provide the Client with access to the back end of the website and the opportunity to complete changes themselves.
Once a Client is provided with the access login details to the back end of their website WhiteLabel Limited is no longer responsible for anything that may happen to the website such as coding issues, broken links, security, the look and design of the website, the content structure and layout, and anything else that forms part of the website front or back end. Should anything be required to be “fixed” WhiteLabel Limited can provide a quotation to complete the work at the standard hourly rate.
Training
Training of any kind for the client, their employees or associates in using, managing or changing the website is not included in the cost of a Client’s website, or in any ongoing Service Packages provided by us but may be provided by WhiteLabel Limited at the entire discretion of WhiteLabel Limited.
Procedure Manuals
Procedure Manual(s) of any kind are not included in the cost of a Client’s website, or in any ongoing Service Packages provided by WhiteLabel Limited but may be provided by us at the entire discretion of WhiteLabel Limited.
Intellectual Property
The intellectual property of all websites created by WhiteLabel Limited is transferred to the Client at time of full payment / subscription completion and WhiteLabel Limited agrees to make no claim of copyright or ownership whatsoever. In return, the Client agrees that, all pages within a website designed, or substantially designed, by WhiteLabel Limited will continuously display a statement (and hyperlink) crediting WhiteLabel Limited for the site’s design at the discretion of WhiteLabel Limited.
Cancellation
Should either party wish to cancel the website at any time past the minimum term of the selected package this must be received within 28 days notice, in writing by the other party outlining the reason(s) why the party wishes to terminate the contract and these reason(s) must be reasonable in nature. The other party must be given the opportunity to rectify these reason(s) in order to complete the contract. Should the reason(s) not be rectified satisfactorily then the contract can then be terminated. In the event that the Client is terminating the contract the Client agrees to pay WhiteLabel Limited for all works completed up to and including the date of termination.
Client Contact Person
The Client agrees to nominate a suitable primary and/or secondary coordinator within their organisation to act as the sole points of contact with WhiteLabel Limited for any website matters. WhiteLabel Limited does not provide direct support to individual Client committee members, and/or Client employees or associates, other than the nominated Client coordinators.
Domain Name Ownership
Provided there are no monies outstanding, a Client retains ownership and control of any and all of their domain name(s) at all times.
Service Packages
General
A selection of Service Packages will be supplied to the Client. The latest selection of Service Packages can be found on the WhiteLabel Limited website. There is a minimum commitment of twelve months by the Client to the WhiteLabel Limited Service Packages. These Service Packages are subject to change without notice. Website changes, edits or additions are NOT included in the Service Packages unless specified. IT support, telephone support and advice, electronic services, support or advice and any other technical or advisory support and/or services are NOT included in the Service Packages. These additional services may or may not be available through the WhiteLabel Limited Support system.
Hours and Changes
Some of the WhiteLabel Limited Service Packages may include allocated hours of website changes, edits and additions available to the Client. These allocated hours do NOT accrue on a month by month basis. The types of changes, edits and additions available within these Service Packages include text, headings and image changes, product updates, adding blog posts or a special offer. All of the content of these changes, edits and additions are to be supplied by the Client and the types of changes, edits and additions included in the Service Packages are subject to change at any time without notice.
Cancellation
Providing the requested cancellation is after the initial twelve month Service Package agreement period, the Client agrees that until, and unless WhiteLabel Limited is notified in writing by the Client providing 28 days notice of their wish to cancel any, or all services provided by WhiteLabel Limited and received by the Client, services will continue to be billed on a recurring basis, with payment(s) to be made by the Client to WhiteLabel Limited on the due date(s) of the invoice(s) or charged from the clients credit card on file. WhiteLabel Limited has the right to cancel any service or agreement at any time by providing 7 days written notice to the Client at our discretion.
Script/Software Updates
As part of the Service Packages, software and script updates are included however WhiteLabel Limited is not responsible for the regularity or irregularity of these updates or the quality of the updates as this service may be provided by a third party. These software and script updates are only available on WordPress websites and not applicable to any other website platform. If a Client’s scripts, or software is deemed by WhiteLabel Limited as a risk to the network, WhiteLabel Limited reserves the right to update them at their discretion, or disable, or remove them entirely.
File and Database Backups
As part of the Service Packages file and database backups are conducted on a regular basis however WhiteLabel Limited are not responsible for the regularity or irregularity of these file and database updates nor for the quality of these file and database updates as this service may be provided by a third party. Should a Client require a website to be restored from these backups or request a copy of a backup, this will be charged at the standard hourly rate and the Client agrees that WhiteLabel Limited is not be responsible for the quality or date of these backups and restoration.
Website Hosting Account Content
Website Hosting is included in all Service Packages. All website hosting provided by WhiteLabel Limited may only be used for lawful purposes. The Client agrees to abide by the terms and conditions set out by the website host. Contact WhiteLabel Limited for an up to date copy of these terms.
Time & Quotations for all Additional Services
Due to the nature of the industry of technology, an estimate of time to complete any task, project or service is only an estimate. Should the time taken to complete a requested task or service be less than estimated WhiteLabel Limited will only charge for the time taken to complete the said quoted task or service. Should it take WhiteLabel Limited longer than estimated to complete the quoted task or service, the Client will be notified at the completion of the estimated time and provided with an updated estimate and the options available for them to choose from.
Customer Support
Website changes, edits or additions are NOT included in the Service Packages unless specified. IT support, telephone support and advice, electronic services, support or advice and any other technical or advisory support and/or services are NOT included in the Service Packages.
We provide Clients with the opportunity to request support, advice, website changes, edits and additions, and other services at any time of the day or night using email. This service is provided by WhiteLabel Limited and is charged on a user pays basis. For any request that takes longer than five minutes to read and respond to, that Client will be charged the current WhiteLabel Limited hourly rate or part there of in fifteen minute increments up to 1 hour. For services requiring more than one hour, the Client will be contacted with an estimate of the time required for the Clients approval.
Security
Viruses and Corrupt Files
Whilst WhiteLabel Limited deploys all best security practices, we make no guarantee that each Client’s website will remain virus free or safe from digital attacks. WhiteLabel Limited reserves the right to remove any infected or corrupt files from the hosting provider servers which are deemed a threat to the network. If a Client’s website is corrupted the Client will be charged an hourly rate to investigate the cause and restore it where possible, unless otherwise specified in a Service Package.
File and Database Access
WhiteLabel Limited will not grant access to the root directory of its servers, nor can we. Should a Client require a copy of their files and data from the WhiteLabel Limited hosting environment, the Client will be charged a fee by WhiteLabel Limited to provide this.
Additional Security
Additional security packages are available from WhiteLabel Limited. This product does not guarantee that a Client’s website will not be compromised. This product simply minimises the opportunities for corruption. WhiteLabel Limited is not responsible for any breaches of security of a Clients website. If a Clients website is corrupted the Client will be charged an hourly rate to investigate the cause and restore it where possible. These services may be provided by a third party.
Rates & Payment Terms
Quotations and Pricing
Quotations for all services are valid for 30 days from the date of the quotation. All pricing is subject to change without notice, and is solely at the discretion of WhiteLabel Limited.
Standard Service Rates
All services provided by WhiteLabel Limited, which includes telephone and electronic services, and changes of any kind to a Client’s website other than the provision included in the Service Packages, shall be charged at the WhiteLabel Limited hourly rate. WhiteLabel Limited rates are subject to change at any time without notice.
Currency/Tax
All prices quoted are in New Zealand Dollars (NZD). A 15% GST (Goods and Services Tax) is applicable for all Clients and is additional to prices quoted. WhiteLabel Limited is a registered company in New Zealand (6215072).
Payments Terms
The Client agrees to make payment of all WhiteLabel Limited invoices for all services received from WhiteLabel Limited, by the due date specified on the invoice(s). The Client understands and agrees that, should there be a delay in payment, this may have an effect on the commencement and/or completion of agreed tasks or projects. Service packages are pre-paid on a monthly basis by Credit Card (Visa, MasterCard, American Express).
If Client initiates a chargeback with the provider of a credit card or initiates a similar action to a payment provider allowed by us for charges billed by us for Hosting Services, Services will be immediately suspended without notice. Reestablishment of service following a chargeback or similar action will require sufficient explanation for the action and payment of the disputed charge and/or our bank dispute fee. We may also recover any outstanding monies owed using alternative means.
Invoicing
The Client agrees to receive all tax invoices electronically via a nominated email address, and accepts responsibility for checking their email regularly and notifying WhiteLabel Limited of any changes to their email address immediately. Monthly Service Package fees and/or any other monthly fees, as prescribed, are payable in advance and are non-refundable. Additional services may be invoiced as a once-off amount, paid in advance, monthly or otherwise, at the discretion of WhiteLabel Limited.
Refunds
Due to the nature of the business there are no refunds available to the Client for any of the WhiteLabel Limited website(s), services or products, unless otherwise specified.
Late Payments
The Client agrees that payment(s) for all invoice(s) will be made by the due date of each invoice, as defined in the terms of payment on each invoice. The Client agrees they are entirely responsible to ensure that they maintain an up to date record of all invoices received from WhiteLabel Limited and update any changes to their email address to WhiteLabel Limited immediately.
Seven days after the due date, should invoice(s) remain unpaid for a period of Seven Days from the due date of the invoice a non-payment fee of $15+GST will be applied to each outstanding invoice. The Client agrees to pay this non-payment fee without question.
Twenty days after the due date, should invoice(s) remain unpaid for a period of Twenty days from the due date of the invoice the Client agrees that WhiteLabel Limited has the right to suspend services until all outstanding invoice(s) have been paid.
Suspended Services
In the event of extended non-payment of overdue invoice(s) over twenty days from the due date on the invoice, the Client agrees that WhiteLabel Limited has the right to suspend services until full payment of any and all outstanding invoice(s) is received. Suspension of services may include, but is not limited to, the temporary shut-down of a Client’s website, the lapse of a domain name registration, and/or the suspension of email accounts. In the event of suspension of services, the Client will be given a further period of one calendar month to make full payment of all outstanding invoice(s).
Continued non-payment will result in complete closure of the Client’s account, and the commencement of debt recovery action for all unpaid invoice(s). Any costs incurred by WhiteLabel Limited for the debt recovery will be the responsibility of the Client. Content may be deleted and cannot be provided after the closure of the account.
Reinstatement
Upon payment being received for any and all outstanding invoice(s) a Client can request for their website and/or service(s) to be reinstated by WhiteLabel Limited. Any reinstatement will incur a fee from WhiteLabel Limited that the Client agrees to pay prior to the reinstatement commencing, and any future services may require payment in advance by the Client before WhiteLabel Limited will proceed with any work/tasks for the Client.
Please note that in the event of domain name registration lapses, WhiteLabel Limited is not responsible for the domain name being available to the Client once full payment of any and all outstanding invoice(s) has been received as this is service is provided by a third party.
Portfolio
The Client agrees that WhiteLabel Limited may use the work and the Client’s name and identity as part of its portfolio of works / “Our Work” for the purposes of promoting and advertising WhiteLabel Limited, unless the Client specifically requests otherwise. This includes both a listing on WhiteLabel Limited’s website and in the footer of the Client’s website.
Delivery
All products provided by WhiteLabel Limited will be delivered electronically via email. It is the clients responsibility to ensure a current and correct email address is provided to WhiteLabel Limited.
Limit of Liability
Whilst all efforts will be made to ensure premium service to the Client, WhiteLabel Limited does not claim infallibility and, in particular, cannot guarantee a continuous uninterrupted hosting service. The Client agrees to hold WhiteLabel Limited totally harmless for any damages, which may occur as a result of any hosting, server, or computer failure, delay of services, errors, omissions, missed deadlines, virus or security attack, or any other event relating to the services provided by WhiteLabel Limited. In addition, the Client agrees that WhiteLabel Limited will not be held responsible for services provided by other third party suppliers.
Dispute Settling Procedure
In the event of a complaint or dispute, both the Client and WhiteLabel Limited agree to make the other party aware of the problem at the earliest convenient time and to commit to resolving the matter through reasonable discussion and conciliation prior to resorting to any other dispute settling mechanisms or processes.
Contradictions
Any details or information published on WhiteLabel Limited’s website, or in/and on any other material, which may be considered to contradict this agreement (or any subsequent variations), will not apply.
Variations
WhiteLabel Limited reserves the right to vary any aspect of this Base Terms and Conditions of Business, or any services, including charge rates, at any time. It will be deemed that the Client has accepted any such variation unless a notice of termination is received.
Hourly Rates
- Website and all other services: $160.00 plus GST where applicable.
- Business and Marketing Consulting: $260.00 plus GST where applicable.