Mantis Digital General Terms and Conditions

  1. Agreement

  1. This agreement (“the Agreement”) is between the customer (“the Customer”, ”you”) and Mantis Digital Limited (“MD”, “we”, “us”). The terms of trade set out below govern all of the supply of services from us to you.
  2. MD will provide you with the services (“Services”) and any deliverables (“Deliverables”) as set out in any scope of work or quote document or as otherwise agreed between you and MD.
  3. This Agreement sets out the complete and only terms and conditions that apply to every supply, between MD and the Customer irrespective of any other representations that may have been made by MD the Customer hereby agrees that there are no variations to these terms and no other agreement.
  1. Acceptance

  1. Any instructions received by MD from the Customer for the supply of services shall constitute acceptance by the customer of the terms and conditions contained herein.
  1. Variation

  1. This agreement may be amended by us from time to time.  Once accepted by you this Agreement will apply to all future work carried out by MD for you.
  1. Fees and Payment Terms

  1. Unless specified in writing to the contrary any indication of price for the provision of services by MD is by way of an estimate only and shall not be binding on MD.
  2. All prices are in New Zealand Dollars.
  3. MD will send you an invoice upon the completion of the work or on termination of our services by you but may also during the course of completing the work send you interim invoices for all Services and Deliverables provided up to the date of invoice (“Account”).
  4. If a project is delayed for reasons out of MD’s control (such as a failure to supply content or feedback in a timely fashion), MD reserves the right to invoice for the full value of the project 90 days from its inception, regardless of its state of completion.
  5. In the case of new website builds MD requires a deposit to be paid before work begins and the final invoice to be paid before the website is pushed live.
  6. The launch of a new website denotes deemed acceptance from the client that that project is complete and that any further work (remedial or otherwise) is out of scope and can be charged for henceforth.
  7. The Customer shall pay the Account no later than fourteen (14) days following the date of invoice.
  8. If the Customer does not pay the Account, then MD reserves the right to:
  1. suspend or restrict your use of any or all Services and/or Deliverables provided by MD
  2. refer the Customer’s account to a debt collection agency and/or credit agency
  3. charge you solicitor and own client costs on collection; and/or
  1. In cases of non-payment, interest shall be payable by the Customer on all amounts overdue at the rate of 20% per annum calculated on a daily basis on the outstanding balance of the debt from the day our account was first due until payment in full is made.
  1. Confidentiality

  1. MD will not without the prior written approval of the Customer, disclose any of the Customer’s confidential information, unless required to do so by law.
  2. MD shall on demand return to the Customer any documents supplied to MD in connection with this Agreement.
  3. This clause shall survive the termination of this Agreement.
  1. Cancellation

  1. MD shall, without any liability, and without any prejudice to any other right it has in law or equity, have the right by notice to suspend or cancel in whole or in part any contract for the supply of services and provision of said services to the customer if the customer fails to pay any money owing after the due date or the customer commits an act of bankruptcy as defined in section 19 of the Insolvency Act 1967.
  2. Any cancellation or suspension of this agreement shall not affect MD’s claim for money due at the time of cancellation or suspension or for damages for any breach of any terms of this contract or the customer’s obligations to MD under this contract.
  3. You may terminate this Agreement at any time.  If you terminate this Agreement you must pay us all outstanding Accounts including any invoices rendered at the completion of the Agreement.  MD reserves the right to retain all documentation and information held by us until payment is received of all outstanding Accounts.
  1. Intellectual Property

  1. All development and design work undertaken for the Customer is done for the benefit of the Customer and Customer retains all ownership and intellectual property rights on settlement of completion invoice.
  2. The Customer agrees not to modify, copy, transmit, display, perform, publish, license or create derivative works from any information or software accessed by their association with MD without the express permission of MD. Where copying or transmission is expressly permitted, you must not change or delete any author attribution or copyright notice.
  3. Unless you have been expressly authorized to do so in writing by the legal owner of the proprietary right, you will not use any trademark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos. You will indemnify MD completely for any liability arising howsoever from your infringement of a proprietary right.
  1. Liability of Mantis Digital Limited

  1. MD shall not be liable in contract, tort, negligence or otherwise arising out of or in connection with work performed for any economic losses (including, without limitation, any loss of profits, business, contracts, goodwill, revenue or anticipated savings) or any special, indirect or consequential losses or any destruction of data arising out of or in connection with the work done, including but not limited to any loss suffered by the customer through websites we build being hacked or damage caused by any posting made through social media.
  2. The customer agrees to indemnify MD in respect of any claim for loss or injury occasioned as a result of services rendered and shall further indemnify MD in relation to any claim for: defamation; copyright, name or trademark infringement; violation of any privacy legislation; breach of intellectual property rights; breach of the Fair Trading Act 1986.
  3. You acknowledge that any competitions or promotions that MD undertake on your behalf are at your own risk and you will obtain legal advice on such competitions or promotions, accordingly you indemnify MD from any penalties or other loss that MD suffer as a result of the obligations imposed under the Gambling Act 2003.
  4. The Customer agrees that the liability of MD under this Agreement shall at all times be limited to our fee except in circumstances where MD has committed a criminal action, acted dishonesty or does not act in good faith with the Customer.
  1. Miscellaneous

  1. Mantis Digital Limited shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control.
  2. Failure by Mantis Digital Limited to enforce any of the terms and conditions contained in this contract shall not be deemed to be a waiver of any of the rights or obligations Mantis Digital Limited has under this contract.
  1. Entire Agreement

  1. This Agreement constitutes the entire agreement between the parties and supersedes all prior representations, agreements, statements and understandings, whether verbal or in writing.
  1. Changes to Agreement

  1. You agree to be bound by any changes to these terms and conditions as may be updated on our website from time to time and that it is your responsibility to keep yourself informed of these changes.
  1. Hosting Terms and Conditions

  1. Services
  1. The services that will be provided to you under this Agreement are website hosting services (“the Services”), the components of which are detailed here.
  2. Any instructions that we receive from you to commence the Services shall constitute an acceptance of this Agreement.
  1. Term
  1. The term of this Agreement shall be twelve months (“the Term”) and shall automatically renew for another twelve month period unless you provide us with at least 30 days’ written notice prior to the expiry of the Term that you wish to cancel the Services.
  2. We will endeavour to provide you with 60 days’ written prior to the expiry of the Term should you wish to exercise your option to cancel the Services.
  1. Fees and Payment Terms
  1. The fee schedule for the Services is available at mantisdigital.co.nz/website-hosting and may be subject to change.
  2. In the instance that agreement to these terms constitutes the first Term of your relationship with Mantis Digital, your historical fee and payment frequency will be retained for the duration of the first term.
  3. The Services shall commence once we have received payment of the Fee plus any additional costs required to establish the Services.
  4. You can elect to pay the Fee quarterly in advance, bi-annually in advance or annually advance (“the Payment Term”). If you choose to pay annually in advance then you will receive a 5% discount off the total Fee.
  5. At the beginning of the Payment Term, we will send you a tax invoice by email to the email address supplied setting out the amount due (“the Invoice”). If no email address is supplied then the Invoice will be sent to you by post.
  6. Time for payment of the Invoice shall be of the essence and shall be stated on the Invoice. If no date is specified then payment shall be due within 7 days of the date of the Invoice.
  7. If we have not received payment by the due date then interest will accrue on any unpaid monies at 2.5% per month.
  8. All payments shall be made without deduction or set-off by you.
  9. All prices are in New Zealand dollars.
  10. We reserve our right to alter our prices at any time.
  1. Suspension of the Services
  1. We may, from time to time without notice, suspend the Services or disconnect or deny access to the Services in the event:
  1. of any technical failure, modification, or maintenance involved with the Services;
  2. that you breach the terms of this Agreement; or
  3. that you do or allow to be done anything which in our opinion may have the effect of jeopardising the operation of the Services.
  1. If we deem that you are in breach of the terms of this Agreement or you have done anything which may have the effect of jeopardising the operation of the Services then we may continue to suspend the Services until we determine, in our sole discretion, that you are no longer in breach of this Agreement or that the breach has been remedied.
  2. Where we are required to carry out planned modifications and/or maintenance to the Services we will provide you with 5 days’ written notice of such planned modifications or maintenance and we will endeavour to resume the Services as soon as reasonably practicable.  
  3. Notwithstanding any period of suspension of the Services under this clause you will remain liable for the total Fee.
  1. Fair Use Policy
  1. The Services include data storage and traffic which enables us to provide you and other customers with data transfer. Data-transfer includes bandwidth usage nationally and internationally and is limited to fair use which includes the following:
  1. it is used for your website
  2. you are not intentionally using excessive bandwidth or disk storage
  3. you are not obstructing our ability to provide others with data transfer
  1. If you do not adhere to the Fair Use Policy and this causes interference with other users or adversely affects us we will notify you in writing.
  2. If you continue to breach the Fair Use Policy, we will either work with you to upgrade the Services or impose reasonable limits on your usage.
  3. Whether or not you are deemed to have breached the Fair Use Policy will be determined by us in our sole discretion.
  4. In the instance that your website requires a higher data allowance due to popularity, we will endeavour to anticipate this need and notify you of the corresponding cost increase accordingly.
  1. Termination
  1. We may terminate this Agreement immediately upon written notice to you if:
  1. you default in performing its obligations under this Agreement, and the default, if capable of being remedied, is not remedied within 5 working days from receiving a notice specifying the default and requiring a remedy; or
  2. you default in performing your obligations under this Agreement and the default, in our sole discretion, incapable of being remedied.
  1. Upon termination pursuant to clause 12.6.1 above, you will immediately pay all amounts outstanding and any other amounts payable by you under this Agreement.
  2. You may terminate Services associated with your domain at any point, we require a 30 day notice period.
  3. Refunds
  1. The Client shall not be entitled to any refund or credit of money paid in advance.
  1. Indemnity
  1. You agree to indemnify and keep indemnified and hold us harmless from and against any breach by you of this Agreement and any claim brought against us by a third party resulting from the provision of the Services by us to you and your use of the server, including without limitation, all claims, actions, proceedings, losses, liabilities, damages, costs and expenses howsoever suffered or incurred by us as a consequence of your breach or non-observance of this Agreement.
  2. If you default in the payment of any Invoice then you indemnify us from and against all costs and disbursements incurred by us in pursuing the debt including legal costs on a solicitor and own client basis and our collection agency costs.
  1. Liability
  1. You agree that to the extent permitted by law we shall not be liable in contract, tort, negligence or otherwise arising out of or in connection with work performed for any economic losses (including, without limitation, any loss of profits, business, contracts, goodwill, revenue or anticipated savings) or any special, indirect or consequential losses or any destruction of data arising out of or in connection with the work done, including but not limited to any loss suffered by you in relation to the Services.
  2. We endeavour to provide you with continuous and uninterrupted Services at all times. You agree that we shall not be liable for any interruption or delay in the provision of the Services as a consequence of:
  1. any act or omission by you or any third party, including any of your employees, contractors or agents, any internet service provider or any other utility provider (such as power and telephone companies); and
  2. any cause that is a result of an Act of God or other circumstance of a similar nature beyond our reasonable control, including interruptions to or surges in power supply, electromagnetic radiation or other electric fault, fire, wind, flood, riot, war, industrial action or defaults of manufacturers, suppliers, shipping agents or companies, government, port or customs authorities, port employees or contractors or transport restrictions.
  1. You agree that our liability under this Agreement shall at all times be limited to the Fee.
  1. General
  1. You will not assign your rights under this Agreement without the prior written consent of MD
  2. This Agreement contains all of the terms of the provision of the Services between the parties and supersedes and extinguishes all prior agreements, discussions, representations and arrangements between the parties about the matters covered in this Agreement.
  3. Any notice to be given by either party to the other may be sent by either email, fax, post or served upon the address of the other party. If sent by email shall, unless the contrary is proved, be deemed to be received on the day it was sent, or if sent by fax shall be deemed to be served on receipt of an error free transmission report, or if sent by post shall be deemed to be served two days following the date of posting. You will be responsible to keep us updated as to any changes to your contact details.
  4. If any provision under this Agreement is deemed to be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
  5. This Agreement shall continue to remain in force if the business or any part of the business of MD is sold, acquired or merged into another entity.
  1. Changes to Agreement
  1. You agree to be bound by any changes to these terms and conditions as may be updated on our website from time to time and that it is your responsibility to keep yourself informed of these changes.
  1. Technical Maintenance Terms and Conditions

  1. Definitions
  1. TMP: Technical Maintenance Plan
  2. MD, we, us: Mantis Digital
  3. The client, you: the client
  1. Agreement
  1. This agreement covers the provision of services by Mantis Digital to the client under the Technical Maintenance Plan.
  1. Acceptance of General Terms & Conditions
  1. By entering into this agreement, the Client additionally agrees to MD’s General Terms & Conditions
  1. Term
  1. The TMP will run on a three month rolling term.
  1. Frequency
  1. We have determined quarterly updates to be the most effective frequency at which to perform technical updates. You can choose to reduce this frequency but we advise against this as reduction of frequency is commensurate with an increase in risk.
  1. Automatic renewal
  1. Unless mutually agreed otherwise, the TMP is deemed to renew automatically at the end of the current term for the same period again on the same terms and conditions.
  1. Termination
  1. At any time following the first anniversary of the TMP either party may give 30 days’ notice to terminate the TMP.
  1. Payment terms
  1. MD will invoice on completion of work on 14 day payment terms.
  1. Rate
  1. The maintenance rate is a fixed rate, subject to change and the current rate can be found here: https://mantisdigital.co.nz/website-maintenance/
  1. On-charging costs
  1. The TMP rate doesn’t cover any costs we might incur on your behalf (e.g. plugin purchase) and those will be on-charged. Any such charges will be confirmed with you in advance.
  1. Refunds
  1. The Client shall not be entitled to any refund or credit of money paid in advance.
  1. Services rendered
  1. The TMP service covers:
  1. Site back-up and provision of a sandbox/staging environment for the duration of the TMP work.
  2. Installation of WordPress Core updates*
  3. Installation of Plugin updates*
  4. Installation of security updates/patches
  5. Compatibility assessment of interconnected functionality
  6. *MD reserves the right to withhold updates if we deem them to be insecure or compromised.
  1. The TMP does not cover:
  1. Rectification of issues arising out of incompatibility of old and new code
  2. Content entry
  3. Design or development work
  1. Overages
  1. If further development work is required as an outcome of the maintenance work, we will notify you to inform you of any increase in budget.
  1. Reporting
  1. We will notify you in advance of when we intend to perform the TMP to ensure your site retains its integrity between versions.
  2. We will report at the conclusion of the TMP with a summary of the work completed.
  1. SLA Terms and Conditions

  1. Definitions
  1. SLA: Service Level Agreement
  2. MD, we, us: Mantis Digital
  3. The client, you: the client
  1. Agreement
  1. This agreement covers the provision of services by Mantis Digital to the client under the SLA structure.
  1. Acceptance of General Terms & Conditions
  1. By entering into this agreement, the Client additionally agrees to MD’s General Terms & Conditions
  1. Term
  1. The SLA will run on a three month rolling term.
  1. Automatic renewal
  1. Unless mutually agreed otherwise, the SLA is deemed to renew automatically at the end of the current term for the same period again on the same terms and conditions.
  1. Termination
  1. At any time following the first anniversary of the SLA either party may give 30 days’ notice to terminate the SLA.
  1. Payment terms
  1. MD will invoice monthly in advance on seven day payment terms.
  1. Rate
  1. The hourly rate for the SLA equates to a 10% discount on MD’s standard rate.
  1. Rollover of hours
  1. Unused SLA hours expire at the end of the current month and do not rollover to the next month.
  1. On-charging costs
  1. The SLA rate doesn’t cover any costs we might incur on your behalf (e.g. plugin purchase) and those will be on-charged. Any such charges will be confirmed with you in advance.
  1. Refunds
  1. The Client shall not be entitled to any refund or credit of money paid in advance.
  1. Division of responsibilities between MD and client
  1. MD:
  1. MD will endeavour to render services as requested by the client in a timely, prioritised fashion.
  2. In the event that insufficient work has been requested to fill the agreed SLA hours for the month, MD will proactively suggest work that can be carried out.  For examples of such work, please refer to https://mantisdigital.co.nz/service-level-agreement/
  1. Client:
  1. The client will endeavour to request work by the 21st of each month to give MD time to schedule and deliver said work and understands that if that deadline is missed the work may have to be done in the following month.
  1. Services rendered
  1. For a list of services that fall under the SLA please refer to https://mantisdigital.co.nz/service-level-agreement/
  1. Technical website maintenance
  1. Any clients additionally on technical website maintenance retainers may opt to utilise their SLA hours towards that but MD must be notified of that request one month in advance of the maintenance retainer anniversary.
  1. Response time
  1. MD commits to acknowledge a request that falls under an SLA within two working days. The scheduling of said work will be conveyed at that point.
  1. Minimum SLA allocation
  1. Our minimum SLA allocation is eight hours per month.
  1. Quoting
  1. To maintain transparency about usage of SLA hours, requests will be quoted for in advance and acceptance is required before work commences.
  1. Overages
  1. If a request is likely to exceed the agreed or remaining SLA time allocation then we will notify you ahead of time and either split the work over more months or quote additionally.
  2. If a request must be fulfilled in the current month but exceeds agreed/available hours we will charge at our normal hourly rate.
  1. Reporting
  1. We will report at the end of the month on how the time was spent and what was achieved under the SLA.
  1. Requests and scheduling
  1. Work for the month needs to be requested by the 21st of that month to guarantee it can be scheduled and completed within that month.
  1. Prioritisation
  1. We will endeavour to the best of our ability to prioritise resources for SLA clients.