Please read these Conditions carefully. These Conditions are the terms and conditions under which LLH Projects will perform services for the Client. These Conditions prevail over any additional or inconsistent conditions specified by the Client, or appearing in any purchase order from the Client, and no variation to these Conditions will be binding on LLH Projects, unless specifically accepted by LLH Projects in writing.
DEFINITIONS
‘Conditions’ means these LLH Projects Limited Terms and Conditions.
‘Services’ means any website development, hosting, digital media or other ICT or marketing services that LLH agrees to perform for the Client.
‘The Client’ or ‘You’ or ‘Your’ means the company or individual requesting the Services.
‘The Company’, ‘LLH Projects’, ‘Us’, ‘Our’ or ‘We’ means LLH Projects Limited, trading as EF5 Digital.
GENERAL
The parties agree that LLH Projects will perform Services for the Client in the manner set out in these Conditions.
LLH Projects will perform Services for the Client in accordance with written agreements entered into between LLH Projects and the Client from time to time.
TIMEFRAMES
LLH Projects will use reasonable endeavours to perform the Services in accordance with the timeframes or dates for performance agreed in writing between the parties.
To enable LLH Projects to perform the Services, the Client will:
LLH Projects will not be liable to the Client for any delay or failure in performing any Services to the extent such delay or failure is caused by a delay or failure by the Client in complying with these Conditions. LLH Projects may charge additional fees to the Client (based on its standard rates in effect at the time) if its performance of any Services is delayed or made more difficult or costly as a result of any failure by the Client to comply with these Conditions.
OWNERSHIP
Notwithstanding any other provision of these Conditions to the contrary:
Subject to the foregoing, and to any other contrary provisions of these Conditions:
If any Deliverables incorporate or rely on any material or content in which the IP Rights are retained by LLH Projects, LLH Projects will grant to or obtain for the Client a licence to such material or content. Unless otherwise agreed in writing by the parties, such licence will be non-exclusive and will be limited to use, copying and distribution solely to the extent necessary to enable the Client to take the benefit of the Deliverables.
All software Deliverables will be provided in object code format only, unless otherwise agreed by the parties in writing. If LLH Projects has agreed to provide source code versions of any software Deliverables, LLH Projects may withhold such source code until the Client has paid all applicable fees.
All work done by LLH Projects for the Client may be used for case studies and other marketing material, unless otherwise agreed by the parties in writing. The Client also approves the use of the Client’s logo within LLH Projects portfolio.
WEBSITES
The Client understands that when LLH Projects is working on a website that was not initially created by LLH Projects, LLH Projects accepts no responsibility for issues with the site that would not have otherwise occurred if it was created by LLH Projects.
LLH Projects cannot take responsibility for any copyright infringements caused by materials submitted by the Client. LLH Projects reserves the right to refuse any material of a copyrighted nature unless adequate proof is given of permission to use such material. The Client will indemnify LLH Projects against any and all losses, damages, cost or expenses incurred or suffered by LLH Projects in connection with any IP Rights infringement claim arising from the use of any materials or content provided by the Client.
Any additions or changes required by the Client to any agreed scope of Services will be carried out at the discretion of LLH Projects and may involve additional fees or expenses. LLH Projects cannot guarantee to meet deadlines and quotes when the Client makes alterations to the initial brief or fails to provide LLH Projects with content or signoff within an appropriate timeframe.
The Client agrees to make available as soon as is reasonably possible to LLH Projects all materials required to complete the site to the agreed standard and within any applicable set deadline.
LLH Projects will have no liability to the Client for any losses or expenses that may be incurred or suffered by the Client due to any failure by the Client to meet agreed deadlines.
LLH Projects will not be liable in connection with any disputes between the site owner and their clients and cannot be held responsible for any wrongdoing on the part of a site owner. E.g. Any disputes regarding content/images that have been provided to us for inclusion on the site.
Once any work has been completed the final balance of payment is then due prior to launch. There are no exceptions to this, i.e. If the Client decides they no longer want the design or website, as they have commissioned the work and in some cases, paid a deposit, they are still obliged to pay for the work that has been done. Once full payment is received for a website, it is assumed that the project has been completed to the Client’s satisfaction and no refunds will be offered.
A link to LLH Projects’ website (or an explainer page about the site build) will appear in either small type or by a small graphic at the bottom of the Client’s website in any new builds. If the Client requests that the design credit be removed, a nominal fee of 10% of the total development charges will be applied. The Client also agrees that the website developed for the Client may be presented in LLH Projects’ portfolio.
The Client is expected to test fully any application or programming relating to a site developed by LLH Projects before being made generally available for use. Where “bugs”, errors or other issues are found after the site is live, LLH Projects will endeavour within reason to correct these issues to meet the standards of function outlined in the brief.
LLH Projects will endeavour to ensure that any developed/designed site or application will function correctly on the server it is initially installed in. All websites will function correctly when viewed on the two latest versions of Safari, Internet Explorer, Chrome, and Firefox on mobile, tablet and PC in order to be signed off.
A rush fee will be applied for work that needs to be done within 24 hours or on the weekend. Rush/weekend fee: $225 per hour + GST
WEBSITE HOSTING
LLH Projects will endeavour to meet or exceed industry-standard levels of service and reliability with regards to website/email hosting, including digital monitoring of website uptime 24/7 (with email alerts sent to LLH Projects and the Client, if requested), ensuring minimal downtime is experienced. No guarantees can be made as to the availability or interruption of this service due to external influencing factors.
LLH Projects reserves the right to refuse to handle in any way, material which may be deemed offensive, illegal or in any way controversial, and also to terminate the hosting service if this is the case.
Where applications or sites are developed on servers not recommended by LLH Projects, the Client is expected to provide or seek any information, additional software, support or co-operation pertaining to the server required in order for the application to be correctly developed. Where large applications are to be developed, it is the Client’s responsibility to provide a suitable testing environment identical to the final production environment.
Websites and email accounts can be hosted with third party providers and the Client is not obligated to host with LLH Projects. In this instance, LLH Projects will deliver all website files to the Client upon full payment of the account and once the Client has advised LLH Projects in writing that they are satisfied with the website, as it displays and functions on the LLH Projects test server. On doing so, LLH Projects will have no responsibility for the hosting of the website.
If the Client wishes to host their email account(s) with a third party hosting company, LLH Projects will have no responsibility for website uptime or for the delivering and receiving of emails. LLH Projects will test email functionality on LLH Projects servers to ensure that the email system is working correctly before handing over to the Client.
WEBSITE SEARCH ENGINE OPTIMISATION
LLH Projects’ search engine optimisation is a service that is separate to website design and development.
LLH Projects uses ‘white hat techniques’ when optimising websites, always aiming to achieve improved rankings for a website within six months of undertaking the optimisation process.
Website optimisation can provide a good SERP (search engine ranking position), meaning it is easier for potential clients to find a Client’s service. The Client accepts that external factors to LLH Projects that may influence ranking timeframes and conversion rates.
DIGITAL MARKETING- GENERAL
Where the Client employs LLH Projects to manage ongoing digital marketing including marketing on search and social platforms, the following terms apply:
The Client agrees to have a pre-agreed advertising spend for each month. If and when that credit runs out, ads will cease to display on the relative ad network until the budget is renewed at the beginning of the following month. If the Client wishes to increase the monthly spend, they must first discuss this with LLH Projects. The monthly spend will be invoiced by LLH Projects, including any management fees.
For pay-per lead campaigns, LLH Projects will own any assets created in order to generate the leads. These assets may be offered for the Client to purchase, at the end of the business relationship.
LLH Projects can make some predictions about the potential website traffic gains the Client can expect while the digital marketing is in progress. The Client accepts that LLH Projects makes no guarantees or predictions in regards to earnings and/or conversions.
The Client will have the opportunity to review advertisements before they go live. It is the Client’s responsibility to ensure that no incorrect or misleading information features in the advertisements.
SOCIAL MEDIA MARKETING
Where the Client employs LLH Projects to manage their social media platforms such as Facebook, Instagram, Google Plus or any other profile, the following terms apply:
Setup:
The Client must allow a minimum of 10 working days to allow for appropriate setup of any profiles, gathering of information and appropriate research in order to establish/optimise your profiles for best promotion and form creatives and copy for initial content and promotion.
Approval of Content:
The Client will have the opportunity to approve content on a monthly basis before the content goes live. In some cases, the Client may give clearance for LLH Projects to make updates without the content being approved prior to it being posted online.
Marketing:
LLH Projects reserves the right to use any social media profiles under LLH Projects management as marketing material, including the disclosure that the profile is being managed by LLH Projects.
Access to accounts:
The Client must give LLH Projects access to their social platform accounts in order for LLH Projects to manage their account.
The Client may be exposed to content posted by other users that may be offensive, indecent or objectionable. Under no circumstances will LLH Projects be liable in any way for any content posted by any user or third party, including, but not limited to, liability for any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed or otherwise transmitted. LLH Projects will not be held responsible for non-compliance of social media channel policies in which violations of those policies may result in closure or suspension of Client accounts.
GOOGLE ADS
The Client can increase monthly spend at any time during the advertising term. If the Client decides to upgrade partway through the month, the “pro-rata” amount for the remainder of the month will be calculated and added to the next month’s invoice.
Your Google Ads campaign will ideally commence on the 1st of any calendar month.However, if you wish to launch part way through the month, we will work out your monthly fee on a percentage-of-month basis. New Google Ads account establishment may take up to ten working days.
The monthly payment to LLH Projects for Google Ads marketing is due prior to campaign commencement each month and will cover ad spend, management, monitoring, and all maintenance.
Google Ads will remain paused if payment is delayed or declined until full payment is received, however monthly management fees will still be due.
During The Campaign
LLH Projects is not able to guarantee when and in what position your ads will display, as Google Ads utilise a dynamic auction model based on algorithms to determine AdRank. We will optimise your campaign to suit your end goal.
LLH Projects will endeavour to use industry best practices but does not guarantee results due to factors outside of our control. Examples of these factors include keyword competition, Client budget limitations, Client’s value proposition relative to competitors, etc. Advertising holds many influencing variables and you, the Client, indemnify us from any liability we may incur as a result of online marketing activities we undertake on your behalf.
LLH Projects will do its best to allocate the full extent of your Google Ads click budget to Google. There may be instances in which this is not possible due to factors like low search volumes, keyword competition, and market conditions. Improved campaign performance will often result in your desired advertising results being achieved while saving on your allocated budget.
LLH Projects may be representing other businesses within the same industry. LLH Projects will not disclose any information about your campaign to any third party without prior consent unless required to by law.
Post Campaign
Once your campaign has concluded, your Google Ads campaign will terminate and any relevant landing pages will be taken down. Google Ads account formation, landing page design, development, and content created by LLH Projects is intellectual property of LLH Projects. If you wish to retain any of the IP Rights in Deliverables LLH Projects has created during the campaign, these can be purchased at a mutually agreed amount, usually equal to the hours required for us to set it up at our standard hourly rate or in some instances at resale value.
LLH Projects owns the rights to keep all Client metrics of each campaign for reporting purposes. This includes sales, lead conversion statistics, and revenue estimates. We reserve the right to publish these figures, but will seek permission before using any information linking back to the business itself.
WEBSITE PHONE TRACKING TERMS
Calls received by LLH Projects’ call tracking service may be recorded for the purposes of tracking the origin of phone calls during a campaign. It is a legal requirement that in order to record a phone call, at least one person involved in the conversation must be informed. If call recording is in place, the caller will be informed that the call is being recorded for quality assurance purposes before the call is directed to your targeted number. It is your responsibility to inform your staff, contractors, and team members that all calls are being recorded for quality and training purposes.
LLH Projects takes all practical steps to ensure call quality is that of normal industry standard. Any variances in call timing or quality are beyond our control and we cannot be held responsible should it occur.
Phone tracking is set up for the call to redirect to a single number. LLH Projects can set up multiple phone numbers for different marketing channels. Tracking numbers are generated at random. We will do our best to use the area code that the business resides in.
Standard phone tracking includes a local-geo tracking number (e.g. 09, 03, etc.) that redirects the call to your business’s local geo number.
If you require a 0800 number to redirect to your business’s local-geo number, this can be arranged at an additional cost. Please contact us to discuss this further.
If you exceed your allocated call time, an additional charge per minute will be added to your monthly AdWords campaign management fee. Please refer to our standard pricing card for details.
DEADLINES, TIMEFRAMES AND SCHEDULES.
LLH Projects and the Client will cooperate in finding a suitable time at which to provide the Services outlined, and any specific deadlines. LLH Projects will permit the rescheduling of coordinated tasks, except in the 48 hours leading up to the agreed time. If the Client wishes to reschedule within 48 hours of the originally scheduled arrangements, LLH Projects reserves the right to charge a rebooking fee. This rebooking fee will vary depending on the distance we have travelled/extend to which we have planned to facilitate the provision of the service.
WARRANTIES AND AFTERCARE
Once any work has been accepted and control has been transferred to the Client, the Client accepts the standard of quality and functionality of the work and agrees that any further modifications will be made at our standard hourly rate. In instances where technical issues arise as a result of a failure by LLH Projects to use reasonable skill and care, these will be rectified within reason at no expense to the Client.
LLH Projects is reachable between the hours of 9am to 5pm, Monday to Friday by phone, and 24/7 via email. We will endeavour to respond to all email requests in a timely manner.
LIABILITY
Except as expressly provided in these Conditions, LLH Projects give no warranties or representations in relation to the Services, either express or implied, including but not limited to any implied warranties or representations relating to quality, fitness for any particular purpose or ability to achieve a particular result. In particular, LLH Projects do not warrant or represent that any Deliverables will be free from errors or defects.
LLH Projects’ maximum liability to the Client in relation to the Services will not exceed in any circumstances the fees payable for those Services.
In no event will LLH Projects be liable (whether in contract, tort including negligence, or otherwise) to the Client for:
arising directly or indirectly out of these Conditions or the performance of the Services or the provision of any Deliverables.
None of the exclusions or limitations set out in these Conditions will have the effect of limiting or excluding any form of liability where such liability cannot be so limited or excluded under applicable law.
FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform any of its obligations under these Conditions if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to earthquakes, adverse weather, pandemics, strikes, lockouts, accidents, war, fire, breakdown of equipment or essential software, shortage or unavailability of a source of supply, and the party shall be entitled to a reasonable extension of its obligations.
LEGAL CLEARANCES AND INDEMNIFICATION
The Client is responsible for obtaining all legal clearances required for the performance of the Services hereunder.
PAYMENT OF ACCOUNTS:
Retainers and Payment Terms:
LLH Projects may require the Client to pay a monthly retainer in advance to cover the cost of all Services expected to be performed during a calendar month. LLH Projects has a number of different retainer plans, and the Client will be required to choose one of these retainer plans. If LLH Projects considers that the retainer plan chosen by the Client is insufficient to cover the Services to be performed by LLH Projects, it may require the Client to choose a different retainer plan before agreeing to perform any further Services.
The Client may cancel its monthly retainer plan at any time, or change to a different retainer plan, but any cancellation or change to a lower value retainer plan requires at least 4 weeks’ written notice to be given to LLH Projects.
Any monthly retainer must be paid in full before the 20th day of the prior calendar month, unless other arrangements have been made between LLH Projects and the Client. The monthly retainer must be paid by regular direct debit or credit card payment or by other means agreed with LLH Projects.
In the event that any amount of a monthly retainer remains unused at the end of a calendar month, the Client may request a refund of the unused balance, otherwise the unused balance will be held by LLH Projects as a credit towards fees and expenses payable by the Client.
If the monthly retainer is insufficient to cover any Services to be performed or costs to be incurred by LLH Projects during a calendar month, LLH Projects may at its election either require the Client to make a top-up payment sufficient to cover such Services or costs before undertaking such Services or incurring such costs, or invoice the Client for the additional Services or costs at the end of the relevant calendar month.
The monthly retainer plans exclude some third party charges, as these are not paid by LLH Projects but will instead be charged by the applicable third party directly to the Client (usually to the Client’s credit card). These third party charges include charges for social media paid ads (e.g. Google Ads and Facebook), and some service subscription fees (e.g. HubSpot and JustCall). LLH Projects can assist the Client with setting up accounts with the applicable third parties, but it will be the responsibility of the Client to make payment of the applicable third party charges.
One-off jobs like individual monthly campaigns, designs or websites are invoiced individually, payable by the due date listed on each invoice. Invoices will either be required prior to the commencement of the work beginning or at the end of each month for the full month’s work. Larger invoices may be arranged to be paid in multiple instalments in some cases at the discretion of LLH Projects.
We reserve the right to ask for either security or payment in advance before any service.
Default
All fees and expenses due to LLH Projects under these Conditions must be paid in full by the due date for payment and without setoff or deduction of any kind, failing which:
NOTICES
Any notice to be given by either party to the other may be served by digital communication (email, Skype, CRM or other communication software), personal service or by post to the address of the other party, and if sent by digital communication shall unless the contrary is proved be deemed to be received on the day it was sent, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
RIGHT TO USE SUB-CONTRACTORS
LLH Projects reserves the right to use the services of sub-contractors, agents and suppliers for any Services.
RELATIONSHIPS
LLH Projects shall be an independent contractor and not an employee or dependent agent of the Client; nor shall anything herein be construed as making the Client a partner or co-venture with LLH Projects or any of its affiliates or clients.
CONFIDENTIALITY AND PRIVACY
Each party will maintain as secret and confidential all information of any kind relating to the other party or its business affairs (‘Confidential Information’), and will use such Confidential Information solely for the purpose of performing or taking the benefit of the Services.
The obligations of confidentiality in this clause will not apply to Confidential Information:
The receiving party may not disclose the Confidential Information of the other party to any person other than to officers, employees, permitted sub-contractors or agents of the receiving party who have a need to know the Confidential Information for the purposes of performing or taking the benefit of the Services.
Personal information and other data collected by LLH Projects during the course of performing the Services will be used, disclosed and held by LLH Projects in accordance with its Privacy Policy. A copy of LLH Projects’ Privacy Policy is available on its website at www.ef5digital.com/privacy-policy.
The Client acknowledges that they have read the Privacy Policy, and accepts its terms and conditions. The Client acknowledges that the Privacy Policy may be amended or reviewed from time to time and that the continued engagement of LLH Projects to perform Service after notification of such amendments or revisions will constitute acceptance of those amendments or revisions.
If the Client provides LLH Projects with any personal information about any third party, then the Client warrants to LLH Projects that the Client has obtained all necessary consents and authorisations from that third party to enable LLH Projects to collect, use, disclose and hold such personal information in accordance with its Privacy Policy.
WAIVER
The failure by either party to enforce at any time or for any period any one or more of these Conditions shall not be a waiver of them or of the right at any time subsequently to enforce all Conditions.
NO ASSIGNMENT
The Client may not assign or transfer any of its rights or obligations under these Conditions, without first obtaining LLH Projects’ written consent, such consent not to be unreasonably withheld.
ENTIRE AGREEMENT
These Conditions contain the whole of the contract and understanding between LLH Projects and the Client relating to the matters covered by it. They supersede all prior representations, agreements, statements and understandings between LLH Projects and the Client and us relating to those matters.
GOVERNING LAW AND JURISDICTION
These Conditions are governed by the Laws of New Zealand and the parties submit to the exclusive jurisdiction of the New Zealand Courts in respect of all matters relating to these Conditions.
DISPUTE RESOLUTION
Each party agrees not to commence court proceedings (except proceedings seeking interlocutory relief) or arbitration in relation to any dispute unless it has first attempted to resolve the dispute as set out in this clause.
A party claiming that a dispute has arisen must notify the other party to the dispute giving details of the dispute.
During the 10-day period after a notice is given each party to the dispute must use its best endeavours to resolve the dispute.
If the parties are unable to resolve the dispute within the period above, either party may refer the dispute to a court.
AMENDMENTS
LLH Projects may amend these Conditions at any time by posting an amended version of these Conditions on its website. Any such amended version will apply to all for Services commissioned after the date of the amendment.
