1. Form of Engagement
Conversion Foundry agrees to supply the client (“the client”) and the client agrees to pay Conversion Foundry for the services described in this proposal (“the Works and Deliverables”).
The services shall be performed to a consistently high standard of care and expertise and Conversion Foundry shall ensure at all times that it and its staff’s conduct will not bring the client into disrepute or cause any nuisance or disruption to the client or its customers.
2. Limitations of Service
Conversion Foundry does not provide the following services:
- Access to the internet
- Legal advice
- Advice on the likely success of a business venture
- Computer repairs
- Training on how to use your computer
- Website Hosting – Conversion Foundry can facilitate website hosting if required.
- Assistance with email and other basic skills necessary to engage with Conversion Foundry
- Assistance with basic skills necessary to maintaining website content
Any advice given by Conversion Foundry employees in any of these matters is to be considered an opinion only or otherwise.
Due to the dynamic nature and rapid development of web technologies, Conversion Foundry cannot guarantee websites will be compatible with future browsers or web services.
3. Client Obligations
The client understands that Conversion Foundry is being contracted to provide a high level of service. It is expected that the engagement is entered into on a good faith basis and both parties are aligned with the client’s business plans and goals.
Conversion Foundry may from time to time throughout the engagement make requests for information. It is expected these requests will be acted upon in a timely manner and that communication is regular between Conversion Foundry and the client.
If challenges arise that require escalation to seek resolution, Conversion Foundry will provide a senior contact and it is expected that the client make available the same.
4. Verbal Agreements
All agreements must be made in writing. Email is sufficient as is a post onto our project collaboration website.
The client shall pay Conversion Foundry the prices stated in this proposal for the Deliverables and/or Services outlined. Prices are given in New Zealand dollars unless otherwise stated. Where estimates are provided, the actual price cannot exceed the estimated price by more than 10% without prior written consent from the client.
Conversion Foundry will invoice the client as per the schedule set out in this proposal. Conversion Foundry shall be entitled to charge default interest on all amounts outstanding at a rate of two percent (2%) per annum above the Base Lending Rate of Conversion Foundry’s bank from the due date of payment until the actual date of payment of all amounts, including default interest.
7. Assumptions and Constraints
The scope, approach, deliverables and timeframes specified in this proposal are based on the assumptions and constraints (if any) detailed in this proposal.
If in Conversion Foundry’s reasonable opinion any of the assumptions or constraints prove to be invalid or inaccurate, Conversion Foundry reserves the right to vary the scope, approach, deliverables, pricing and timeframes to reflect the impact of the variation in assumptions or constraints, with the written consent of the client (such consent is not to be unreasonably withheld).
The client shall give Conversion Foundry’s authorised personnel safe access to the client’s premises and any facilities, equipment or computer systems as reasonably necessary for Conversion Foundry to perform its obligations under this proposal.
When using the client’s premises, Conversion Foundry shall comply with all reasonable directions and procedures relating to occupational health and safety and security in effect at those premises, including Conversion Foundry’s own Health and Safety Responsibilities.
9. Intellectual Property & Confidentiality
Conversion Foundry will take all reasonable steps to keep confidential any confidential information regarding the client’s business obtained in the course of providing the Services.
The client will own the intellectual property rights in anything Conversion Foundry produces specifically for the client under this Agreement.
a. Nothing in this clause will prevent Conversion Foundry from re-issuing or re-selling skills and experience generated during the provision of services to the client (provided Conversion Foundry does not infringe the client’s confidentiality or intellectual property rights); and
b. To the extent that anything Conversion Foundry produces specifically for the client incorporates Conversion Foundry’s existing intellectual property, the client will only have a royalty-free worldwide perpetual license to use Conversion Foundry’s existing intellectual property.
10. Domain Names
You allow Conversion Foundry to act as your Agent to transfer, register, manage and renew your domain name(s)
You are the Registrant (owner) of the domain name (as long as you continue to pay the Registry fees)
You agree to the Terms & Conditions of the appropriate TLD Registry:
- New Zealand Domain Names are overseen by The Domain Name Commissioner – dnc.org.nz
- Australian Domain Names are overseen by au Domain Administration – auda.org.au
- United Kingdom Domain Names are overseen by Nominet – nominet.org.uk
- International Names Domain Names are overseen by ICANN – http://www.icann.org
Domain fees are sent out annually and are payable by the 20th of the following month.
Failure to pay on time will result in your domain not been renewed and we hold no responsibility if someone else purchases your domain in this time.
You cannot use our services for:
- Copyrighted or Trade Marked material that is not yours, or that is used without
- Objectionable material, such as abusive, threatening, malicious, slanderous, obscene or racist content.
- Pornography or sex related
- Spamming using a service or domain name associated with
If you do this we may:
- remove the content,
- stop the service(s),
- cancel your account and/or
- recover from you any losses we may incur as a result
- We will be the final decision-maker on what is objectionable
- Hosting fees are sent out on the last working day of each month and are payable by the 20th of the following month.
- Failure to pay on time will result in your hosting been suspended and a reconnection fee of $295 ex GST
12. Term and Termination
The agreement with Conversion Foundry commences on signing of the Proposal Agreement, and unless terminated earlier, in accordance with this clause.
Either party may terminate if the other party becomes subject to insolvency proceedings, has a receiver or similar officer appointed, is unable to pay its debts when they fall due, ceases or threatens to cease to carry on business, or is in material breach of any term in this proposal and fails to correct the material breach within 7 days of written notice of the breach.
Ongoing Conversion Foundry services are rolling contracts with no fixed term. The service will be performed on a regular basis (typically monthly) until the agreement to do so is terminated.
The client may terminate the ongoing service at any time with one month notice in writing to Conversion Foundry Ltd.
Either party may also terminate the ongoing service if it is unable to perform any of its obligations under this proposal due to any event beyond its reasonable control.
Termination or cancellation of an ongoing service shall not relieve either of the parties from any right, liability or claim that has accrued before the date of termination.
To the fullest extent permitted by law, nothing expressed or implied in this agreement confers any liability on either party (referred to in this clause as the “First Party”), in respect of any incidental, indirect special or consequential loss or damage arising in contract, tort (including negligence) or otherwise, including but not limited to loss of profits, service or savings; or any loss, damage, cost or expense suffered or incurred by the other party, to the extent to which this results from any act or omission by that other party.
In any event, the total aggregate liability of the First Party (including under any indemnity) shall not exceed the total amounts payable to Conversion Foundry under this proposal. To the greatest extent allowed by law, the client hereby indemnifies Conversion Foundry Ltd against any loss, damage or expense incurred by the client as a result of the activities of Conversion Foundry.
In particular, but not by way of limitation, the client hereby indemnifies Conversion Foundry Ltd from and against the consequences of:
a. the acts or omissions (including any negligent acts or omissions) of, or breach of this Agreement by the Conversion Foundry or any of its staff; or
b. any claim by a third party that any of the services or any product of the services breaches its intellectual property rights.
Neither party will advertise, nor publish any information related to the other party or this proposal without the prior written approval of the other Party.
This proposal supersedes all previous communications, representations, agreements or understandings, verbal or written, between the parties with respect to this proposal except for the parties pre-existing confidentiality undertakings and agreement in accordance with clause 9 above.
If at any time any provision, or part thereof, of this proposal is or becomes illegal, invalid or unenforceable neither the legal validity nor enforceability of the remaining provisions, or parts of provisions, shall in any way be affected or impaired.
No failure or delay by Conversion Foundry in exercising any power or right under this proposal shall be deemed to be a waiver of any such power or right.
This proposal shall not be modified or amended except by written agreement between Conversion Foundry and the client.
This proposal shall be governed and construed in accordance with the law of New Zealand.
16. Force Majeure
Neither party will be liable for any act, omission, or failure to fulfill its obligations under this Agreement to the extent that such act, omission or failure arises from any cause reasonably beyond its control including “acts of God”, strikes (except of its personnel), lockouts, riots, acts of war, epidemics, governmental action after the date of this Agreement, fire, communication line failures, power failures, earthquakes or other disasters (called “Force Majeure”).
The party unable to fulfill its obligations due to Force Majeure will immediately notify the other in writing of the reasons for its failure to fulfill its obligations and the effect of such failure and use all responsible endeavours to avoid or remove the cause and perform its obligations.
17. Dispute Resolution
If there is any dispute between the parties arising out of this Agreement, including its validity but not being a dispute in respect of any termination in accordance with clause 10, and that dispute cannot be resolved by discussion within 10 working days of the issue being raised by a party, the dispute will be resolved by mediation or some alternative form of dispute resolution, as approved by LEADR.