Terms and Conditions
MasterJack is a division of Gilligan Sheppard Limited, and their terms of engagement apply as well as our marketing terms and conditions below. See them here.
Gilligan Sheppard Limited complies with the terms and conditions of the third parties it deals with to produce marketing materials, including but not limited to, website development, website hosting and stock images. Websites are quoted on a time basis and any time above the quoted time will be charged at an hourly rate.
Proposals
Proposals are valid for 30 days. We required acceptance of the proposal by signing and returning the proposal or an email in writing confirming acceptance and/or approval to go ahead. Deposits are non-refundable.
Websites
Websites must be hosted with us for a minimum of twelve months before they can be transferred elsewhere. Managed hosting includes monthly checks of software updates of the site and plugins, as well as regular backups.
Cancellation
We require three months’ notice to cancel content marketing services. We require two months’ notice to cancel website hosting services.
Developer Terms and Conditions
Authorisation: You agree that we have no obligation to inquire into the authority of any person instructing us on your behalf. It is your risk and responsibility to obtain every necessary or prudent authorisation (including licences, permits and consents) in relation to the Services we supply to you.
Intellectual Property and Confidential Information: Title to proprietary information including all ownership rights to copyrights, trademarks, and trade secrets in and about our Services shall be our exclusive property. You will not reverse engineer, decompile, disassemble, translate or access with third-party software any software, code or script we provide without our prior written consent. You will not allow the reverse engineering, decompiling, disassembling, translation, or access using third-party software any software, code, or script we provide without our prior written consent. You agree not to in any way copy, reproduce, republish, upload, post, transmit, distribute, store or modify any software, code or script in whole or in part without our prior written consent.
We retain all rights in any software, code, or script we have created procedures we have developed and material we provide. You acknowledge that you will use your best endeavours to protect our intellectual property and will not use, nor allow the use, of our intellectual property without our written consent. You warrant that all instructions given to us will not cause us to infringe any patent, registered design, or trademark in the execution of your instructions and you agree to indemnify us against any action taken by a third party against us in respect of any such infringement.
The parties acknowledge that we may accept jobs from other clients to develop web solutions with the same or similar functionality to theirs and that we may replicate and exploit all techniques, structures, designs, and individual modules of program code used in the creation of the Project.
Unauthorised use of our material without written consent will incur a fee of no more than $100+GST per month or part month per instance until such material is taken down. This clause shall survive the termination of our contractual relationship with you.
Admin access is reserved for Gilligan Sheppard and the developer. You will have editor access to the WordPress website. Admin access may be granted or withdrawn at our discretion.
Project Process. We cannot always guarantee to start work immediately on a Project but will commence work as soon as our work schedule allows. Our Services will be provided according to our Project Process as outlined. If we have produced a proposal document (“Site Plan”) for the Project then we will commence work, provided you supply us with final data, content, information, logos, designs, graphics, and related materials to be incorporated into the Project ready for publication, prior to our Services commencing. Any further material supplied later may incur an additional charge. You pay the specified deposit prior to the Project commencing, and should you decide to make design changes that are outside the initial brief then we reserve the right to charge additional costs.
During the Project, we may, at intervals, place versions of your website on one of our development servers so that you may view and comment upon the Project’s progress and approve design concepts and prototypes. When both agree that the website meets the criteria agreed upon or the time allocated to your development has been spent, we will invoice you for the remainder of the amount due for the Project. At our discretion, we may choose to delay publishing some clients’ websites or take the website offline until full payment for the web design project has been received.
Acceptance Testing. You will be advised when the website is complete and given access to a live link to the website. If during the Project you request additional or changed functionality/content from the deliverables outlined in the specification or proposal, then we reserve the right to charge for the additional Services. The website will be designed and tested to operate on most mainstream PC and Mac web browsers. Full functionality and optimal viewing on all browsers and devices are not guaranteed.
Hosting. We provide Hosting Services for all client’s Projects and Hosting costs will be charged from the time an account is set up on a server and code placed in that hosting space regardless of whether a site is live or accessible via a URL. All Projects must be hosted with us and Hosting Services are payable in advance yearly (at the end of each calendar year), quarterly, by direct debit or by monthly automatic payment. Initial hosting charges will be until the end of the current invoice cycle.
If a website is cancelled, the minimum period of hosting is 12 months. If our Hosting Services are terminated before the end of the first 12 months then the client will still be liable for 12 months of hosting costs. If hosting is terminated there will be no refunds of hosting payments. We provide space on its server to host your website and Project files. Even if we regularly perform code and security updates and endeavour to check website functionality, we are not responsible/liable for the operation of the website and it is up to the client to regularly check that the site is functioning as it is meant to and to alert us of any problems.
We reserve the right to charge for any time spent if there are compatibility issues with any themes, plugins or 3rd party software that the client has requested or was supplied when your website was migrated to our servers from your previous hosting environment. We operate an auto-renew policy on Hosting Services and domain name renewal which is designed to avoid any interruption to your services. These Services are automatically renewed, and an invoice is sent to the client. Customers can opt-out of the auto-renewal policy by giving 60 days’ written notice prior to the renewal date.
We reserve the right to suspend or cancel hosting or deny administrative access for non-payment of any account for any work done by us if we doubt that payment will be made or that liability will not be accepted for work done if we deem content to be of an offensive nature or we believe efforts are being made to take a copy of the site that may enable migrating the site to another hosting environment with or without warning.
Quotes and Estimates. Unless otherwise expressly recorded in writing, any pricing information we provide to you shall be deemed to be an estimate only. You are solely responsible for the accuracy of any information upon which a Site Plan or estimate is based. Any changes to the Services required after any Site Plan or estimate provided by us shall constitute a variation and shall be paid for in addition to the original estimate. If we provide an estimate we are not bound to supply the Services at the estimated price and you are liable for the actual price of any Services purchased as invoiced by us. Unless otherwise stated, all prices in Site Plans and estimates are exclusive of GST.
Payment. You agree to the following: An invoice for 60% of the price of the Services as well as 2 months of hosting will be provided upon acceptance of the Site Plan or estimate. This invoice must be paid before our Services will commence. Once the Project is complete and approved by the client the final 40% of our costs will be invoiced. Payment for this invoice shall be paid within 7 days of the date of issue of the invoice unless otherwise arranged.
If you are responsible for withholding information for the completion of the Project, the invoice is deemed payable in full after 30 days from the initial start date. You must pay us in cleared funds for all Services as above. If you are unable to provide access to staff and/or equipment so that we can provide any of the Services, you may cancel our need to provide that Service. However, no refund will be paid for the cancellation of a Service.
Payment of any amounts owed to us must be free of any counterclaim, set-off, deduction or any other claim whatsoever. If in our sole opinion your creditworthiness deteriorates before completion of the Services, we may require full or partial payment at any time or the provision of security in a form acceptable to us. If such payment or security is not provided, we may refuse to supply or cease the supply of Services to you.
We may charge, and you must pay, default interest at the rate of 2% per month (calculated daily) until all amounts owed to us are paid in full including actual legal costs and other costs (including debt collection costs) and expenses incurred by or on behalf of us in enforcing or defending all or any of our rights (including our right to payment for any Services supplied). We reserve the right to terminate any projects (past and present) you have with us if invoices are NOT paid before the due date.
Delivery and Risk. You hereby acknowledge that the successful performance of the Services and completion of the Project requires your cooperation in good faith and to provide accurate information regarding your technology, computers, computer software, business processes, network infrastructure and any other information as we may request from time to time. You agree to provide such information in good faith and authorise us to access your personnel, facilities, information technology, computers, computer software, data, and related hardware solely for the purpose of providing the Services.
Any date for the provision of Services in a Site Plan or estimate is an estimated date only and time shall not be of the essence unless we have given a firm commitment to provide those Services by or on a specified date in writing. A confirmation of order is not to operate as such a commitment.
You must strictly comply with any instructions, directions, and applications and any cautions and/or warnings (“our Instructions”) we provide you in respect of the Services. We will not be liable for any direct or indirect damage, economic loss of any kind or any other loss or expenses caused by or contributed by your failure to comply with our Instructions.
Business Starter Sites, Agent Starter Sites. The terms in this section will override any potentially conflicting clause in the rest of this document. Ownership of the site remains with us. No administration access will be given to the website or hosting environment. Restricted editor access will be given to you for you to edit site content. Any work beyond that will need to be completed by us. No software, access or process is allowed that may enable someone to take a copy of the website. If hosting payment for the following month has not been received by the 15th of the month before, then hosting will terminate at the end of that month and the site will be removed from the server. We are under no obligation to warn you of this happening. There may be a cost to reinstate the website.
Indemnity. You undertake and agree to indemnify and hold harmless us or our officers, employees, contractors or agents immediately on demand against any loss, claim, damage, expense, costs (including legal costs on a solicitor/client basis), liability or proceeding suffered or incurred at any time by us occurring as a result of, or resulting directly or indirectly from any breach of your obligations, undertakings or warranty contained or implied in these Terms.
Limitation of Liability. Except as provided in these Terms, under no circumstances will we or our officers, employees, contractors, or agents, be liable in contract, tort (including negligence) or otherwise to compensate you for any loss, injury or damage, whether consequential or otherwise, arising directly or indirectly from our breach of these Terms.
If for any reason, us and/or our officers, employees, contractors and/or agents are liable to you in contract, tort, or otherwise, the combined maximum liability of us and our officers, employees, contractors, and agents to you shall be $NZ100 in respect of any one event or related series of events.
Consumer Guarantees Act 1993 & Fair-Trading Act 1986. If you are using our Services for the purpose of a trade or business, you acknowledge and agree to contract out of; the provisions of the Consumer Guarantees Act 1993; and sections 9, 12A, 13 or 14(1) of the Fair-Trading Act 1986.
Privacy Information. You agree that any information about you provided to us may be used by us at any time for any purposes connected with our business including but not limited to direct marketing, debt collection and credit reporting or assessment. You authorise us to provide such information to any external agency or any party for credit information and assessment purposes and that agency or party are hereby authorised to use and continue to use such information as part of their business services. Any personal information is held on our server and via digital cloud storage and you have certain right of access to your personal information under the Privacy Act 1993.
Unsolicited Electronic Messages Act 2007. Under the Unsolicited Electronic Messages Act 2007, you must consent to receiving commercial emails from us. Consent can either be explicit, inferred or deemed. We will infer that we have your consent to send you commercial emails from time to time unless you inform us otherwise by letter or email. The email address for unsubscribing to commercial emails is: marketing@gilshep.co.nz
General. You agree that time is of the essence in respect of your obligations to us. We will not be prevented from enforcing any of our rights under this agreement because on an earlier occasion we did not enforce those rights.
While you are not entitled to assign your rights under these terms we may. You agree that we may issue any proceedings in respect of these terms in any court that suits us. The law that governs these terms is New Zealand law.
Any provision of these terms that is held to be invalid or unenforceable for any reason shall be severed from and shall not affect the remaining provisions of these terms. You agree that these terms express the entire understanding between us and that there have been no representations made by or on behalf of us that have been relied upon by you that are not contained in these terms.
Photo Stock Terms and Conditions
Visual Assets. An Adobe Stock perpetual, worldwide license allows you to use your licensed asset in all media, including print, presentations, broadcasts, websites, and on social media sites. Please see the summary of restrictions below or read the Terms & Conditions for more details.
Gilligan Sheppard has a standard license only.
Newsletter Software terms and conditions
Our preferred newsletter software is Vision6, you can view their Terms and Conditions here. Sometimes, we may use other third-party software which has its own Terms and Conditions.