FREELANCING WEB GENERAL TERMS

1. INTERPRETATION
   • Special Terms: Capitalised terms not defined in the General Terms have the meaning set out in the Special
   • Definitions: In this Agreement unless the context otherwise requires:
     • Agreement means the Special Terms and the General
     • Client Content means any information or material provided by the Client to be incorporated into the
     • Completion means, in relation to a Defined Project, the time when Freelancing Web , in its absolute discretion, gives written notice to the Client that the Services have been
     • Defined Project means a one off implementation of brand marketing and/or technology
     • Deliverables means the services and work product delivered by Freelancing Web to the Client in accordance with this
     • Final Budget means a detailed analysis of the likely time and cost to provide the Services for a Defined Project to Completion, which is included in the Project
     • Initial Budget means the high level budget for a Defined Project which is included in the
     • Web Freelancing means Web Freelancing
     • Price has the meaning set out in the Special Terms or
     • Proposal means the document provided to the Client by Freelancing Web which is headed “Proposal” and includes a description of the Services required and where the Services are a Defined Project, includes a high level budget for the Defined
     • Project Charter means the detailed scope and plans for delivering and implementing the Defined Project and including the Final
     • Ratecard means the hourly rates charged for Services based on the function and experience of Freelancing Web personnel who provide the Please see a copy of the Ratecard here.
     • SLA means an arrangement whereby Freelancing Web provides ongoing and recurring Services for the Term, for example search engine optimisation, digital asset maintenance and retained design and
     • Services means all services and the work product for either a Defined Project or SLA to be provided to Client by Freelancing Web.
     • Term has the meaning set out in the Special Terms or
     • Third Party Materials means any material which are incorporated into the Deliverables, including without limitation stock photography or illustration, and which are not owned by Freelancing Web or the
     • Trademarks means trade names, words, symbols, designs, logos or other devices or designs used in the Deliverables to designate the origin or source of the goods or services of

2. TERMS
   • By accessing the website at Freelancingweb.co.nz, you are agreeing to be bound by these terms of service, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this website are protected by applicable copyright and trademark law.

3. USE LICENSE
   • Permission is granted to temporarily download one copy of the materials (information or software) on Web Freelance’s website for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not:
   • modify or copy the materials;
   • use the materials for any commercial purpose, or for any public display (commercial or non-commercial);
   • attempt to decompile or reverse engineer any software contained on Web Freelance’s website;
   • remove any copyright or other proprietary notations from the materials; or
   • transfer the materials to another person or “mirror” the materials on any other server.
   • This license shall automatically terminate if you violate any of these restrictions and may be terminated by Web Freelancing at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.

4. DISCLAIMER
   • The materials on Web Freelance’s website are provided on an ‘as is’ basis. Web Freelancing makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights.
   • Further, Web Freelance does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its website or otherwise relating to such materials or on any sites linked to this site.

5. LIMITATIONS
   • In no event shall Web Freelancing or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption) arising out of the use or inability to use the materials on Web Freelance’s website, even if Web Freelance or a Web Freelancing authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.

6. ACCURACY OF MATERIALS
   • The materials appearing on Web Freelance’s website could include technical, typographical, or photographic errors. Web Freelancing does not warrant that any of the materials on its website are accurate, complete or current. Web Freelance may make changes to the materials contained on its website at any time without notice. However Web Freelance does not make any commitment to update the materials.

7. LINKS
   • Web Freelance has not reviewed all of the sites linked to its website and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by Freelancing Web of the site. Use of any such linked website is at the user’s own risk.

8. MODIFICATIONS
   • Web Freelancing may revise these terms of service for its website at any time without notice. By using this website you are agreeing to be bound by the then current version of these terms of service.

9. SERVICES
   • Services: Subject to clause 3, the Client agrees to acquire the Services from Freelancing Web and Freelancing Web agrees to provide the Services to the Client for the Term and in accordance with the terms and conditions in this
   • Standard of Services: Web Freelancing will provide the Services in a professional and workmanlike manner and in accordance with all reasonable professional standards for such
   • Timing: Web Freelancing will undertake commercially reasonable efforts to perform the Services within any time(s) identified in the Special Terms or

10. DEFINED PROJECT – FINAL BUDGET
    • Detailed Scope and Final Budget: As the first stage of any Defined Project, Freelancing Web shall, and based on the Proposal, prepare and submit to the Client a Project Charter.
    • Approval to Proceed: The Client shall approve the Final Budget by written notice to Freelancing Web. within 30 days of the Final Budget being submitted by Web Freelancing.
    • Termination: If the Client does not approve the Final Budget in writing within the timeframe set out in clause 2 then either party may terminate this Agreement in accordance with clause 11.4(a).
    • Services not to exceed Final Budget: Notwithstanding anything in this Agreement Freelancing Web shall not provide any Services where the value of the Services exceeds the Final Budget, without written approval from the
    • Notice: If at any time during the Term Web Freelancing has knowledge that the Services will not be completed within the Final Budget then Web Freelancing shall give written notice to the Client of the likely costs to Completion.
    • Variation: After receipt of the notice the Client shall either amend the Final Budget or reduce the Services required such that the Services can be delivered within the Final

11. DEFINED PROJECT – INVOICING AND PAYMENT TERMS
    • Deposit Invoices: Where the Initial Budget exceeds $5,000, Web Freelance Design shall issue the Client with an invoice equal to 30% of the Initial
    • Monthly Progress Invoices: Freelancing Web shall issue invoices to the Client at the end of each month for an amount which, in Web Freelancing Design Limited’s absolute and unrestricted opinion, reflects a % of the Defined Project’s progress to date and progress anticipated for the upcoming coming month multiplied by the Final Budget.

• Completion Invoice: Where Web Freelancing, in its absolute and uncontrolled discretion, expects that the Services will end in the next month, Web Freelancing may issue an invoice to the Client which is calculated as follows:
  • All Services provided during the Defined Project for the time and at the cost set out in the Ratecard; plus
  • Web Freelance’s reasonable estimate of time and costs for Services to Completion; less
  • Amounts invoiced pursuant to clause 2.
• Payment: The Client shall pay:
  • The deposit invoice and monthly progress invoices within 7 days of the date the invoice is issued;
  • The completion invoice on the date and time specified on that
• Interest: The Client acknowledges that payment of all amounts due under this Agreement on time is essential to Web Freelancing. The Client will pay Web Freelancing interest, if demanded, on any amount due but not paid, from the due date until the date of payment at the rate of 10% per annum calculated daily and compounded Interest shall continue to accrue both before and after judgment.
• Credit Account: The Client may apply to Web Freelancing for a credit To be eligible to apply for a credit account the Client must complete a credit application form, have an estimated monthly average spend above $10,000 and provide a personal guarantee. If Web Freelancing, in its absolute discretion, authorises the Client to operate a credit account, then references in this Agreement to payment within 7 days of invoice mean payment on the 20th of the month following invoice.

12. HOURLY RATES, ADDITIONAL CHARGES, EXTERNAL COSTS AND DISBURSEMENTS
    • Urgent work: Web Freelancing may charge at their discretion an increased hourly rate (Urgent work rate) to all accounts where we have had to prioritise the Client’s work over other clients in order to meet a deadline not within a normal timeframe (5 business days). The Client will be notified that this urgency premium applies prior to the work commencing
    • Change of production schedule: The Client acknowledges that when a project production schedule is booked the Client is committed to pay for the use of those resources on those If the Client does not comply with the agreed schedule in terms of feedback, comment, iterations, the supply of required content or any other Client input required by Web Freelancing or requests a change to the production schedule, without prejudice to any rights of Web Freelancing the Client shall pay for Web Freelance’s scheduled resource which cannot be re-allocated.
    • External Costs and Disbursements: Web Freelancing may issue invoices and require the Client to pay those invoices in advance for external costs and disbursements including but not limited to: photography services, videography services, hosting plans, SEO services, campaign services, media space, fonts, stock images and Any and all outside costs will be billed to Client unless specifically otherwise provided for in the Special Terms or Proposal. Web Freelance’s will charge a standard 14.75% booking and management fee on all external cost and disbursements unless agreed otherwise in writing.

13. SLA
    • Price: In relation to all SLA agreements the Client and Web Freelancing acknowledge and agree:
      • that the Price has been determined based on time budgeted for particular personnel during each month of the Term;
      • Web Freelancing shall invoice the Client monthly in advance on 7 day terms;
      • hours allocated are not rolled over from month to month;
      • the Client shall not be entitled to any refund or credit of any Price;
      • all time in attendance spent outside of the agreed services will be charged additional at the end of each month
      • If the actual cost of time (at the rates set out in the Ratecard) spent by Web Freelancing delivering the Services for two consecutive months is 75% or more than the amount paid by the Client for that period; Web Freelance may adjust the Price and subsequent payments due by the Client to reflect the increased level of Services
    • Automatic Renewal: Any SLA is deemed to automatically renew at the end of the Term for a further period equal to the first Term on the same terms and
    • Ratecard: At any time after the first renewal of the SLA Web Freelance may give the Client 30 days’ notice of changes to the Price for the
    • Termination: At any time after the first renewal of the SLA either party may give the other party 90 days’ notice to terminate the SLA.

14. CLIENT OBLIGATIONS
    • The Client shall be responsible for performing the following in a reasonable and timely manner:
      • allocating at least one person in the Client organisation who is authorised to provide responses and request variations;
      • respond to all Web Freelancing requests in a timely manner or by any date/time required by Web Freelance;
      • provide of accurate and complete information and materials requested by Web Freelancing such as, by way of example, not limitation, any layout and content requirements;
      • final proofreading and written approval of all Deliverables including, by way of example, not limitation, artwork and In the event that Client has approved work containing errors or omissions, such as, by way of example, not limitation, typographic errors or misspellings, Client shall incur the cost of correcting such errors.

15. WARRANTIES
    • Client Warranties: The Client warrants to Web Freelancing that the Client:
      • Owns all the right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content;
      • any material provided by the Client to Web Freelancing does not infringe the rights of any third party;
      • shall comply with any licensing agreements governing the use of Third Party Materials; and
      • shall comply with all laws and regulations as they relate to the Services and
    • Web Freelance Warranties: Web Freelancing represents and warrants to the Client that to the best of its knowledge and belief that:
      • except for Third Party Materials and Client Content, the Deliverables shall be the original work of Web Freelancing and/or its independent contractors; and
      • without having made any enquiries, the Final Art does not infringe the rights (Including intellectual property rights) of any other
    • Limit on Web Freelance Warranties: Except for the express representations and warranties stated in this agreement, Web Freelancing makes no warranties whatsoever and excludes any and all warranties implied by
    • Warranties to be Void: In the event Client or any other person modifies or uses the Deliverables outside of the scope or for any purpose not identified in this Agreement, all representations and warranties of Web Freelancing shall be void ab

16. INTELLECTUAL PROPERTY RIGHTS
    • Client Content: Client Content, including all pre-existing Trademarks, shall remain the sole property of Client or its respective suppliers, and Client or its suppliers shall be the sole owner of all rights in connection The Client hereby grants to Web Freelancing a nonexclusive, non-transferable royalty free license to use, reproduce, modify, display and publish the Client Content solely in connection with Web Freelance’s performance of the Services and limited promotional uses of the Deliverables provided for in clause 13.1.
    • Final Art: At the time when all payments under the Agreement have been made in full the copyright in any final artwork created or commissioned by the Web Freelancing specifically for the purpose of delivering the Services are deemed to be assigned by Web Freelancing to the Until such time ownership and rights to the final art are assigned to the Client those rights will remain owned by Web Freelancing. For the avoidance of doubt any other artwork shall be licenced to the Client under clause 9.4.
    • Web Freelancing Intellectual Property: Except for the Client Content (clause 1) and final art (clause 9.2), all intellectual property which is created, developed, licenced to or used by Web Freelancing in the Deliverables or performance of the Services shall be the sole and exclusive property of Web Freelancing and the Client shall have no rights to that property except as provided in clause 9.4 (licence to use).
    • Licence to Use Web Freelance’s Intellectual Property: At the time when all payments under the Agreement have been made in full Web Freelancing grants to the Client an irrevocable and royalty free non-exclusive license to use, reproduce, modify, display and publish any other intellectual property which is created, developed, licenced to or used by Web Freelancing in the Deliverables or performance of the For the avoidance of doubt the Client shall be free to modify the property licenced under this clause as they see fit however the Client may not transfer or dispose of any of the property licenced under this clause without the prior written consent of Web Freelancing.
    • Web Freelancing Working Files: Unless otherwise agreed in writing Web Freelancing retains all proprietary rights in and to any and all concept and preliminary works, project documents prepared by Web Freelancing, working files including research documents, design flats and any similar documents (Working Documents). Web Freelancing will consider any Client request to purchase any Working Documents and if Web Freelancing agrees to sell any Working Documents, Web Freelancing will specify the cost (as time and materials are required to prepare these files for
    • Third Party Materials: Third Party Materials are the exclusive property of their respective Web Freelancing shall:
      • identify to the Client any Third Party Materials that may be required to perform the Services or otherwise integrated into the Final Art; and
      • whether any licence is required for the Third Party Materials; and
      • at Client’s expense, and unless otherwise provided for by Client, Web Freelancing shall obtain the license(s) necessary to permit Client’s use of the Third Party Materials consistent with the usage rights granted

17. EXCLUSIONS AND LIMITATIONS OF LIABILITY AND CLIENT INDEMNITY
    • General Exclusion of Liability: Web Freelancing is not liable to the Client in contract, tort or otherwise for the loss of any business opportunity, any consequential, indirect, or pure economic loss suffered by the Client as a result of any defect in the Services or any failure by us to perform our obligations under this Agreement, even if such loss was, or should have been, within our
    • Specific Exclusion of Liability: Web Freelancing is not liable to the Client or any other person or entity and excludes all liability to those persons for any damage or loss, direct or indirect, incidental, special or consequential, whether or not that damage was foreseeable, which is related to or caused by:
      • reason of delay in delivery of any Services including the failure to achieve any dates specified in this Agreement, whatever the cause of the delay;
      • circumstances beyond the control of Web Freelance including, without limitation, war, civil disturbance, acts of terrorism, natural disasters, strikes, or the failure of a third party supplier approved by the Client to provide services to the level, quality or continuity required by Web Freelancing;
      • any computer virus accidentally introduced to the Client’s computer system;
      • any third party act or attempt to:
        • gain unauthorised access to any portion or feature of any website or interface developed by Web Freelancing;
        • obtain any materials, information or documents through any electronic means developed by Web Freelancing which was not purposely made available by the Client to that party, including without limitation, hacking, password mining or otherwise accessing any electronic information system without authorisation;

• test the vulnerability of the information systems developed by Web Freelancing or any network connected to those information systems;
• upload or use any software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any Client electronic system;
• use any Client system in any unlawful manner or in any other manner that could damage, disable, overburden or impair the system;
• use automated scripts to collect information from or otherwise interact with the Client’s

• Business Purposes: The Client agrees that to the extent that Services are for business purposes all provisions of the Consumer Guarantees Act 1993 are excluded to the maximum extent allowed under section 43(2) of that
• Limitation of Liability: Without restricting any other provision of this Agreement which limits or excludes liability to the Client, any claim which the Client may have against Web Freelancing, whether in contract, tort or otherwise as a result of the Services shall be limited, at the option of Web Freelancing to either:
  • Web Freelancing remedying any defect by providing additional Services at its cost; or
  • the amount paid by the Client to Web Freelancing in respect of the defective Services

• Client Indemnity: Without limiting any rights or remedies of Web Freelancing, the

Client indemnifies Web Freelancing, as a continuing indemnity, against all costs, losses, liabilities, claims, demands, damages, fines, and penalties of or incurred by Web Freelancing arising directly or indirectly out of, or in connection with, any breach of this Agreement by the Client. The indemnity in this clause includes any circumstance where the Client fails to properly secure or otherwise arrange for any necessary licenses in respect of any Third Party Materials and fails to obtain the necessary rights, releases or permissions.  

18. SUSPENSION AND TERMINATION
    • Suspension: If the Client does not comply with any of its obligations under this Agreement, including paying any amount when that is due, Web Freelancing may by written notice immediately suspend performance of its obligations under this Agreement until such time as Web Freelancing is of the opinion that the Client has satisfactorily performed all of its
    • Web Freelancing Right to Terminate: Web Freelancing may immediately terminate this Agreement by written notice to the Client if any invoice issued is not paid when due, and for the avoidance of doubt any additional time Web Freelancing allows a Client to pay shall not prejudice its right to terminate under this clause at any time;
    • Client Right to Terminate: The Client may immediately terminate any Defined Project at any time by written notice to Web Freelancing.
    • Either Party Termination: This Agreement may be terminated immediately upon written notice by any party if the other party:
      • a Final Budget for a Defined Project is not agreed under clause 3;
      • either party becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or
      • either party breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within ten (10) days from receipt of written notice of such breach if the material breach is capable of
    • Consequences of Termination: On the termination or expiry of this Agreement:
      • the Client shall return all Working Documents in its possession or control to Web Freelancing;
      • the Client shall pay Web Freelancing:
        • for all Services to the date of termination at the rates specified in the Ratecard
        • Web Freelance’s estimate of staff time at the costs specified in the Ratecard for work Web Freelance forecasts would be carried out in the four weeks following any termination notice as liquidated damages and which the parties agree is a reasonable pre estimate of the loss suffered by Web Freelancing for the loss of billable production space; plus
        • all third party costs and commitments that are not able to be
      • any deposits and other amounts paid by the Client (including the amount described in clause 15(b)) are non-refundable and to the extent that any amount received by Web Freelancing does not relate to Services provided the parties agree that amount is a reasonable pre estimate of the loss suffered by Web Freelancing and is compensation to cover lost production space;
      • nothing shall affect any rights accrued or obligations owing as at the date of termination or expiry;
      • this clause and clauses 5, 8, 9, 10, 11, 12, 13.7 to 13.9 and all other provisions of this Agreement that are expressed to, or intended by the parties to, continue in full force and effect will do so.

19. RESTRAINT OF TRADE
    • Covenants: In consideration for Web Freelancing agreeing to provide the Services the Client covenants with Web Freelancing that for a period of 24 months from the end of this Agreement that the Client will not on its own account or as an agent of any person:
      • acquire goods or services from any person who supplied goods or services to Web Freelancing for the purpose of delivering the Services;
      • solicit or entice any of the employees of Web Freelancing to terminate their employment with Web Freelancing.
    • Waiver: The provisions of this clause may from time to time be waived in writing in whole or in part by Web Freelancing either with or without To the extent of any such waiver and on compliance with such conditions (if any) the Client concerned will be relieved of their obligations under this clause.
    • Severability: Each of the covenants contained in clause 11 shall be read and construed independently of the other covenants herein contained so that if one or more shall be held to be invalid as an unreasonable restraint of trade or for any other reason whatsoever then the remaining covenants shall be valid to the extent that they are not held to be so invalid. While the covenants contained in clause 12.1 are considered by the parties to be reasonable in all circumstances if one or more should be held to be invalid as an unreasonable restraint of trade or for any other reason whatsoever but would have been held valid if part of the wording thereof had been deleted or the period thereof reduced or the range of activities or area dealt with thereby reduced in scope such covenants shall apply with such modifications as may be necessary to make them valid and effective.
    • Injunction: Irreparable damage may result to Web Freelancing in the event of a breach of clause 11 and in such event Web Freelancing shall be entitled, in addition to any other remedy available to an injunction to restrain any breach or reasonably anticipated breach by the Client.

20. GENERAL
    • Entire Agreement: This Agreement represents the whole or entire agreement between Web Freelancing and the
    • Conflict of Terms: If there is any conflict between the Special Terms and the General Terms, the Special Terms have If there is any conflict between the proposal (outside of the special terms) and the General Terms, the General Terms have effect.
    • Subcontractors: Web Freelancing may, in its absolute discretion, subcontract any of the Services and to the extent any work is subcontracted, Web Freelancing shall at all times be responsible for any default, failure, loss or otherwise caused by any subcontractor or occurring as a result or any act or omission of any subcontractor engaged by Web Freelancing.
    • No Set off: Payments required to be made by the Client under this Agreement shall be made in cleared funds and without any deduction or set
    • Amendments: No amendment of this Agreement will be effective unless it is in writing and signed by both
    • No Partnership: Nothing in this Agreement or in the relationship between the parties to this Agreement shall be construed as creating a partnership or as giving to any party to this Agreement any of the rights or subjecting any party to any of the liabilities of a
    • Promotion Rights: Web Freelancing retains the right to photograph, reproduce, publish and display the Deliverables and/or Project in Web Freelance’s portfolios and websites, and other media or exhibits for the promotion of Web Freelance’s
    • Confidential Information: Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party (Confidential Information). Each party, shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under this Agreement. Upon termination of this Agreement each party shall return or if requested destroy the other party’s Confidential Information.

• Costs: Web Freelancing may recover any all costs incurred by it enforcing the provisions of this Agreement, including debt collection costs and any legal costs as between solicitor and client on an indemnity
• Conflict: The Client agrees that this Agreement takes precedence over any terms imposed by Client, whether before or after entry into this
• Exclusivity: The Client understands this agreement does not include Web Freelance’s services exclusive within their industry, unless specified in the Special Terms or

21. GOVERNING LAW
    • These terms and conditions are governed by and construed in accordance with the laws of New Zealand and you irrevocably submit to the exclusive jurisdiction of the courts in that State or locationing