Founded in 2022, Paparahi is a business support service offering Website Design Services. 

We will endeavour to operate in a fair and reasonable manner at all times. It is, however, important to have certain contractual aspects agreed to in order to protect both parties. By undertaking a Website Design project with Paparahi you are agreeing to the following Terms and Conditions

Engagement

• You may engage us to carry out a Project for you by signing and returning a Proposal to us. 

• The Proposal we provide for the Project

  • is based on the Specifications, and is subject to change if the parties agree to amend the Specifications; 

  • includes GST; and 

  • is valid for a period of 30 days from the date we issue the Proposal, unless otherwise agreed in writing by Paparahi. 

Variations and Additional Costs 

• If during the course of our engagement there are changes in the Specifications of the Project, these will be treated as Variations. 

• Where a Variation occurs, Paparahi reserves the right to pause work and review the Fees for the Project. We will discuss the Variation with you and provide notice of any associated increase in the Fees for the Project. We will not proceed with the Services until we receive your written approval to proceed. If you do not give written approval within 7 days, the Agreement and Project will be terminated. 

• Examples of Variations include: 

  • branding deliverables; 

  • additional design elements and features; 

  • additional pages, features and functionality; 

  • overtime required to meet deadlines due to delays by the Client providing approval, Client Content or feedback. 

• Additional Costs will be invoiced separately to the Client on an ad hoc basis, charged at current Professional Hourly Rates. 

• Additional Costs include: 

  • costs for commercial fonts, photography, audio and video; 

  • content not in the appropriate format; 

  • requested minor additional design concepts / alterations; 

  • requested minor changes to the design after final approval has been given by the Client; 

  • uploading and styling/layout of additional Client Content.

• Unless specified in the Proposal, the Fees do not include any searches or purchase of stock images, commercial fonts, photography, audio or video. 

Project Timeline 

• The Client will be provided a Project Timeline which outlines key Deliverables and due dates for completion. If you do not meet the established Deliverable due dates then the project timeline will be pushed out and therefore the set due date for the website launch may change. 

Client Content 

• You must supply us all required materials you want us to use in the Project, and all other content and materials we reasonably request (Client Content) in a timely manner. 

• We may charge Additional Costs if the Client Content is not provided in the appropriate format. 

• You warrant that the materials or content you provide to us, or that are provided to us on your behalf, will not: 

  • breach any rights (including Intellectual Property Rights or Moral Rights) of any third party; or 

  • compromise the security or operation of our computer systems, through a virus or otherwise. 

• You indemnify, and agree to keep Paparahi, its directors, officers and employees indemnified, against all Loss arising out of the breach of any rights (including Intellectual Property Rights and Moral Rights) in any third part in connection with materials or content that you supply to us, or that are supplied to us on your behalf. 

Website Reviews

• The Client is entitled to three (3) Website Review opportunities throughout the Project. Each Website Review is an opportunity for you to provide feedback and revisions required within the scope of the review as provided by Paparahi. The following reviews are as follows: 

  • Review 1: Copywriting

  • Review 2: Branding 

  • Review 3: Final

• If you require additional Website Review opportunities this will be provided at an additional hourly rate as set out in Payment Fees. 

Approvals 

• Your Approval may be required for a number of items presented to you in the Project. When we provide you with an Approval Item, you must notify us in writing whether you do or do not accept the completed Approval Item. 

Website Testing 

• We carry out Website Testing across multiple platforms during which we will fix Bugs at no charge. 

• You will have a Client Testing Period as set out in the Project Timeline at which time it is your responsibility to review and test the website and ensure you are satisfied with it. 

• Any identified Bugs by you during the Client Testing Period will be fixed by us at no charge. 

• Any Bugs that are identified after the Client Testing Period that need to be fixed by us will be quoted separately. 

Service Delivery 

• You acknowledge that electronic Services are subject to interruption and breakdown, and all non-electronic Services are subject to disruption, and therefore: 

  • the Services will not be error-free or uninterrupted; and 

  • your access to the Project and the operation of the Project will not be error-free or uninterrupted. 

Authorisation

• You authorize us to access your web hosting account, providing active username and password combinations for access to the server and to create necessary digital accounts on your behalf creating username and password combinations. 

Ownership

• Ownership of the finished design will be transferred to you upon full payment of all issued invoices.

• You will own the masterpiece, also known as the website, that we design for you and any visuals that we provide with it, unless someone else owns them. 

• We will turn over our work product, including any necessary files, and you will be responsible for their safekeeping. We are not required to keep copies. 

• We will own any copyrightable work, ideas, inventions, products, or other information that we create in connection with the service we are providing. 

Third Party Software 

• We provide Third Party Software as part of the Project. You acknowledge that: 

  • we have limited control over the functionality or operation of the Third Party Software; 

  • if the third parties provide data or other information for use with the Software, we have no control over the accuracy or completeness of that information; 

  • you accept and must comply with the Terms and Conditions of the Third Party Software providers; and 

  • the Third Party Software providers will invoice you directly for ongoing costs relating to your use of the Software. 

• The Fees for the Third Party Software may change from time to time. 

Limitation of Liability 

• To the fullest extent permissible by law, Paparahi is not liable (whether in contract or tort) for:

  • faults or defects in any Services or goods provided by third parties in connection with this Agreement; or 

  • any indirect, special or consequential loss (including loss or corruption of data, loss of profits, revenue, goodwill, anticipated savings and business interruption) however arising, whether or not Paparahi knew of the possibility of such loss and whether or not such loss was foreseeable. 

• To the fullest extent permissible by law, in no event will Paparahi liability contract, tort (including negligence and breach of statutory duty) or otherwise arising out of, or in connection with, this Agreement exceed the amounts actually paid by the Client to Paparahi for the Service; 

• Paparahi will not be liable for any act or omission if, and to the extent that, it arises due to a reason beyond its reasonable control including without limitation strikes, lockouts, fire, theft, vandalism, natural disaster, act of God, pandemic or epidemic. 

Indemnification

• The Client shall indemnify and hold harmless Paparahi (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by Paparahi as a result of any claim, judgment, or adjudication against Paparahi related to or arising from: 

  • any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Client to Paparahi (the “Client Content”)

  • a claim that Paparahi’s use of the Client Content infringes the intellectual property rights of a third party

  • any breach of this Agreement; 

  • your negligent acts or omissions; or 

  • your use of the Services, including any third party claims made in connection with or arising out of the Clients use of the Service, other than use in accordance with this Agreement.

Intellectual Property 

• You must not, without prior written consent: 

  • adapt, create derivative works from or merge the template or other Project Intellectual Property; 

  • use the Project Intellectual Property for any purpose other than the specific purpose for which we have provided it; 

  • reverse engineer, disassemble or decompile the Project Intellectual Property; 

  • distribute, lend, resell, transfer, assign or sublicense the Project of other Project Intellectual Property, or allow any other person to use it except in the course of visiting the Project; and 

  • remove or attempt to remove any proprietary or copyright notices or any labels on the Project of other Project Intellectual Property.

• You agree to carry the Paparahi logo or text hyperlink describing the nature of the service provided e.g. ‘Website Design by Paparahi' in or under the website footer. 

• You agree to allow Paparahi to use the Services provided for promotional and portfolio purposes. 

Confidentiality 

• Each party agrees to keep confidential, and not to use or disclose except as permitted by these Terms and Conditions, any Confidential Information of the other party. 

• Confidential Information shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. 

• The parties agree not to disclose these Terms and Conditions (including any schedules), or any details of a Proposal. This obligation of confidence extends to Confidential Information obtained by a party before entering into this Agreement. 

• Each party must take all steps and do all such things as may be necessary, prudent or desirable in order to safeguard the confidentiality of the Confidential Information of the other party.

Payment of Fees

• If the Fees are not specified in a Proposal or otherwise in writing at the commencement of the Project, then we will charge you at the Professional Hourly Rate for all work that we carry out for you in the course of the Project. 

• The Professional Hourly Rates may change from time to time. 

• Additional Website Reviews can be purchased at an hourly rate of $250 + GST. 

• You must pay the Fees and Additional Costs to us within 30 days of the date on which we issue you an invoice. 

• In relation to our Services, we may issue invoices for: 

  • payment as indicated in our Proposal or estimate; 

  • for Additional Costs on an ad hoc basis. 

• If you fail to pay an amount on the due date, we may without prejudice to other rights and remedies under this Agreement or at law charge interest on the amount due, calculated at 10% per month from the due date until the date on which Paparahi receives payment. 

• We do not offer refunds.

Termination

• A party may terminate this Agreement by notice in writing to the other party if the other party commits a material breach of this Agreement.

• We may terminate this Agreement if: 

  • you do not provide any information of materials requested within a reasonable time after being asked to do so; 

  • failure to pay any amount due under this Agreement.

• Upon termination of this Agreement: 

  • our obligation to carry out the Project ceases; 

  • any already issued and unpaid invoice owned to Paparahi must be paid; 

  • Paparahi is entitled to issue an invoice for any unbilled work carried out up to the date of termination and you are liable to pay the same; 

  • each party must immediately return to the other party (or destroy or delete as the other party directs) all Confidential Information of the other party in its possession or control, except to the extent that the party needs to keep such information to comply with its record-keeping obligations.

General 

• This Agreement does not create a relationship of employment, agency or partnership between the parties. 

• We may subcontract our obligations under this Agreement.

• If part or all of any of the provisions of this Agreement is illegal or unenforceable, it will be severed from this Agreement, and will not affect the continued operation of the remaining provisions. 

• We may change this Agreement from time to time. The new terms will apply to any Project that commences after the date that we publish the changed Terms and Conditions. Your engagement of our Services after that date signifies your acceptance of the amended Agreement. 

Read, understood and authorised 

• By purchasing Website Design Services, the Client acknowledges that they have read and understand this Agreement and agree to be bound by its Terms and Conditions. 

Terminology 

• This Agreement means these Terms and Conditions. 

• Additional Costs means additional costs for a Project over and above the Fees or other costs specified in the Proposal or other document addressing costs or Fees for the Project.

• Bug means a defect or error in operation of the software or failure of the software to comply with the Specifications.

• Claim means a demand, action or proceeding of any nature whether actual or threatened. 

• Client, you or your means, in relation to any work that we do for you, the person named as the Client in the Proposal for whom we are undertaking the Project. 

• Client Content means any material that must be supplied to us.

• Fees means the money payable to us for the Project as set out in the Proposal and any increase in Fees pursuant to a Variation. 

• Paparahi, we or us means, Paparahi the company who will be providing the Client with Services. 

• Intellectual Property Rights includes: copyright, patents, trademarks, registered designs. 

• Loss means any liability, cost, expense, loss, personal injury, death or damage, amounts payable on the Claim and legal costs and disbursements on a full indemnity basis. 

• Project means, in relation to any work that we do for you as described in a Proposal or that you have asked us to do. 

• Proposal means an estimate that we provide to you in respect of any work that you have asked us to do. 

• Project Timeline means the key dates and stages to complete the Project. 

• Services means the work we provide to you during the Project. 

• Specifications means the work that you have asked us to do, and that you provide to us before or at the commencement of the Project.