Quantum Thoughts :: Many Ideas - The Right Solution

Quantum Thoughts Limited

Quantum Thoughts Ltd will endeavour to operate in a fair and reasonable manner at all times. It is part of our ethos to ensure we maintain a great relationship with our customers. It is important however, to have certain contractual aspects agreed to in order to protect both parties. By undertaking an agreement with Quantum Thoughts Ltd you are accepting the following terms and conditions;

Terms & Conditions of Service

Relationship of the Parties

These terms apply whenever Quantum Thoughts provides goods.

In these terms;

"we", "us" or "Quantum Thoughts" means Quantum Thoughts Ltd
"you" means you, our customer
"service" means any goods or services of any kind as provided by Quantum Thoughts or one of its resellers

The parties intend that an independent contractor relationship will be created by this contract, and that no partnership, joint venture or employee/employer relationship is intended or implied.

Our Contact Details

If you need to contact us for any reason (for example, if you would like information about other services we may be able to provide to you, if you have questions about these terms, or if you want to give up a service) you can:

Email:  sales@quantumthoughts.co.nz
Visit:  www.quantumthoughts.co.nz
Phone:  +64 9 298 5157
Mobile:  +64 021 137 6684

Our Commitments To You

Whenever we provide services for you, we will;

Provide the services with care and skill
Endeavour to work within the time frames scheduled
Do our best to provide our services but we can not guarantee they will be continuous or fault-free
Restore any service that is disrupted as soon as we reasonably can

Your Responsibilities

When we have, or are going to, supply you with Services, it is your responsibility to;

Promptly provide all the information, assistance and approvals that we may reasonably require (that is needed on or before the scheduled date for timelines to be kept to)
Maintain a backup of your content data to replace data that is lost or damaged from any cause
Pay invoices on time and in full
Follow our directions about the use of the service
Review any changes to these Terms & Conditions when notified of said change(s)
Never introduce anything harmful or destructive (such as viruses) or gain unauthorised access to, or interfere in any way with, our or anyone else's computer system, communication services or use of the Internet
Comply with all applicable laws (including the Privacy Act 1993, the Fair Trading Act 1986, the Copyright Act 1994, the Defamation Act 1992) and any relevant advertising codes of practice
Never make irresponsible or inappropriate use of information you access or receive through using our services
Make sure everyone else who uses the services we provide to you, or does anything in relation to them, also meets these responsibilities
Keep strictly confidential any password and logon we give you for access to the administration functions of your website
You may not assign or transfer any of your rights or responsibilities under this contract to anyone else without our prior consent
Confirm that all data, images, software and other information you supply to us or place on your Website ("Your Materials") are;

Complete and accurate and not likely to mislead or deceive or cause damage to the reputation of any person or company;
Do not infringe the rights of any person (including intellectual property rights);
Are not offensive, harmful, upsetting, unlawful, or otherwise objectionable. For the avoidance of doubt, this includes complying with the Film, Videos and Publications Classification Act 1993 and the Films, Videos and Publications Classification Amendment Act 2005

Project Development Life Cycle

Progress Reviews

During the Project Development Life Cycle we will at intervals place versions of your project on our demonstration server in order that you may view and comment upon its progress and approve design concepts and/or prototypes. When both Quantum Thoughts Ltd and you agree that the project meets the agreed criteria development will continue immediately.

It is important to note that decisions made at these points are intended to be final. Any changes or alterations requested at a later time may be subject to additional charges.

You will be informed when any request for change may invoke such a charge.

Project Testing

You will conduct acceptance tests on the project as soon as possible after completion to ensure that it performs in accordance with the agreed proposal. If a portion of the project does not pass the acceptance test, we will correct the failure and resubmit for further acceptance testing. Such processes shall continue until the project passes the acceptance test in accordance with the agreed proposal.

If after 14 days you have not contacted us in regards to your acceptance testing results, we will assume that the final project has been accepted as complete by you and will issue the final invoice. The project will then enter into its Maintenance phase.

Design and development

Design and development relates to any design work including but not limited to; graphic, logo, website, intranet, application and database designs.

Development relates to any development work including but not limited to; website, intranet, application and database development.

Your Satisfaction

Quantum Thoughts Ltd guarantees its work.

If you are not completey satisfied with any project we have completed for you please let us know. If we agree that our product is considered sub-standard in any way we will correct the malfunction as quickly as possible free of charge.

If we do not agree that our product is sub-standard and/or does not meet the agreed project design specifications, Project Confirmations received by us from your registered email address will be upheld as proving our work was accepted and successfully met your approval.

Our Charges

You agree to pay the Charges for the Services as follows;

Meeting to discuss your upcoming project, developing and presenting the proposal is free of charge unless a Requirements Analysis is requested or deemed necessary.

If a Requirements Analysis is requested or deemed necessary (to accurately evaluate your needs and/or the scope of the project) the results will be used to form the proposal. This service may result in a charge.

All costs and payments will be outlined for you in the proposal.

Upon acceptance of the proposal an invoice for the agreed deposit will be issued. This invoice is then due for payment within 7 days. Work will not commence until this payment has been received.

Single Phase Projects

Once the project is complete and approved by you the final amount will be invoiced. Payment for this invoice is due within 7 days from the date of invoice unless otherwise arranged.

Multi Phase Projects

When a milestone has been delivered and approved by you, the next scheduled payment will be invoiced. Payment for this invoice is due within 7 days from the date of invoice unless otherwise arranged.

If the customer is responsible for withholding information that prevents continuing development, we may invoice the customer for work done until the point of standstill. We reserve the right to begin or continue work on other projects until such time that you provide the information requested. If this affects other project timelines, a new development schedule may need to be determined and agreed to.

Final versions of projects will not be available live until all payments for the project have been received and cleared by our bank.

Website Hosting

Hosting services are invoiced on the 20th of the month and are due for payment by the 30th of the same month. Hosting services are invoiced one month in advance.

Maintenance

We provide maintenance services for our customers. Any maintenance or updates are outside the scope of a design project unless otherwise specified. When updates are required we will provide a time and materials based quote for this work.

General

All prices are quoted inclusive of GST and in New Zealand dollars unless otherwise specified. GST is payable by New Zealand residents only, this cost does not apply to overseas orders (in this case the non-GST price will be quoted instead).

If you do not pay the Charges on time we may, at our discretion;

Suspend or restrict your use of the Services;
Terminate this Agreement;
Refer your account to our debt collection agency;
Charge you collection costs; and/or
Charge you default interest at 1.5% per month on the amount outstanding until we receive payment of all amounts owing (including the default interest).

We reserve the right to change our prices (not included in a proposal) at any time. As a Quantum Thoughts Ltd customer, you will be given at least 30 days notice of such a change.

Once a project proposal has been accepted and started, no change can be made to the pricing for the agreed upon content. Change requests made after the proposal has been accepted and commenced could be subject to additional charges.

Billing

You will be sent electronic invoices for our charges (via emails containing a pdf file). If you have problems with this or are unable to read pdf files, please contact us. Each invoice will tell you the due date for payment. Direct credit into our bank account is preferred.

We assume any invoice or notice sent electronically has been delivered on sending unless we receive a "failed to deliver" message. Please make sure you notify us of any changes to your email address.

Your invoice will be based on our records. Please call the contact number set out on your invoice (or send an email to accounts@quantumthoughts.co.nz) before the due date for payment if you think there is a mistake in your invoice. The matter will be investigated for you. You do not need to pay your invoice until this has been resolved. If there is no mistake, and if the due date for payment has already passed, your invoice is due for payment immediately.

Refunds

Where a service we provide to you is affected because we do not meet our responsibilities to you, and you reasonably incur expenses as a result, please let us know. Where we consider it appropriate, we will refund to you all or part of those expenses.

For us to consider your claim, you must tell us within 1 month of the service being affected by contacting us via email at accounts@quantumthoughts.co.nz

Where we decided to provide a refund it is limited to your monthly charge for the affected service.

A refund is not available where we did not meet our responsibilities to you because we were not given correct information, information was not received from you on time, through other causes beyond our reasonable control, or where we have withheld, suspended, restricted or terminated the service.

Once a proposal is accepted and work begins, the deposit paid is non-refundable.

Suspending, Restricting or Terminating Service

If you do not pay our charges or meet any responsibilities you have to us, we may suspend or restrict any service at any time.

Where we suspend service we may require you to pay a reconnecting charge before you can use the service again. We may also temporarily suspend or restrict any service if we think it is reasonable or necessary, for example, to perform system upgrades. We may stop providing service at any time without notice if you perform any action or practice that we deem unacceptable.

Normal charges continue to apply during the suspension or restriction of any service.

Quantum Thoughts Ltd reserves the right to cease immediately without liability to provide the service and to terminate this agreement if you should go into liquidation or bankruptcy, or if you fail to meet any obligation in accordance with this agreement.

Either party may terminate the agreement on 14 days written notice to the other party for design or development work, and 1 calendar month written notice for hosting. E-mail is the preferred method.

Where you have agreed to take the service for a minimum period, or on a month by month basis, charges for the service will continue until the end of that period or month.

If at any point during a design or development cycle you wish to terminate the agreement, you will be invoiced an amount that we judge to be proportional to the amount of work completed on the project.

If the amount of work completed is judged by us to be less than the agreed deposit, no invoice will be issued, but the deposit itself shall not be refundable.

Identification Codes And Passwords

We may allocate identification codes for you to use. If we need to change any code, a new code will be allocated and you will be notified by email. We will give you as much notice as we are reasonably able to before any changes are made.

You are responsible for keeping confidential your billing account number and any personal identification code or password used by or allocated to you. We may assume that any request or instruction we receive is authorised by you if it is accompanied by suitable verification (for example, your billing account number, personal identification code or password).

Using Information About You

During any relationship you have with us you agree that we may collect information about you. The information may be obtained from you and others or generated within the equipment used to provide our services when you or anyone else uses our services.

You may decide whether to provide any information when we ask. However, if you do not provide it, we may be unable to provide services to you.

We may hold the information and share it with employees and with credit reference agencies and with collection agencies.

This enables us to;

Provide services to you and others
Send you invoices and recover money you owe
Keep you informed of services available to you from us and other people
Exercise any lawful right any of us has
If you tell us you have an interest in a particular topic, we may send you information about that topic
We may share with network operators any information needed to enable you to use the services; this does not include your name and address

We may disclose information about you to law enforcement authorities (such as the Police or the Department of Internal Affairs) if we think that it is necessary; for example, to help maintain the law.

We may occasionally monitor telephone calls between customers and our personnel so as to help train our personnel to provide better customer service.

We will never give your personal information to any third party unless for the reasons stated above or when required to by law.

You may ask to see any information we hold about you, so long as we can readily retrieve it, and ask for any details that are wrong to be corrected. You can do this by contacting accounts@quantumthoughts.co.nz.

Assignment and Delegation

Design and development

We may assign or transfer our rights and responsibilities under this contract to another party.

We may subcontract the performance of any of our responsibilities under this contract to another party.

Hosting

We will aim to provide you with consistent and reliable Hosting Services. We use professional hosting facilities but we are dependent on services provided by our Carriers and cannot guarantee there will be no interruptions to our Hosting Services. When access to your Website is disrupted, we will use our reasonable endeavours to reinstate the Hosting Services as soon as possible.

We will deliver the Hosting Services to you in whatever way we deem to be most appropriate.

We can choose or change Carriers and any other suppliers at our sole discretion.

Intellectual Property Rights

We may have intellectual property rights in products we provide to you, in our Web site and in our services including, for example, copyright, trade mark and design rights. We retain all our rights when we provide products or services to you.

Copyright

All material, both text and images, supplied by the customer and used in the construction of the customer's website, will remain the customer's property. All such material will be assumed to be the property of the customer and free to use without fear of breach of copyright laws.

The copyright for all material provided by Quantum Thoughts Ltd, such as HTML code, graphics, photographs and text, but excluding software code, will remain the property of Quantum Thoughts Ltd until such time as payment has been made in full whereupon they will become the property of the customer.

All software code provided as a part of the website will remain at all times the property of Quantum Thoughts Ltd. The customer will be granted a single use, single site, source code license to the software code. The customer may not sell or redistribute the software code. The customer may not use the software code in more than one installation. The customer will be given access to the source code and may take the code to another developer for purposes of maintaining or extending the website.

The parties acknowledge that Quantum Thoughts Ltd may accept jobs from other customers to develop web solutions with the same or similar functionality to your web solution, and that Quantum Thoughts Ltd may replicate and exploit all techniques, structures, designs and individual modules of program code used in the creation of that web solution. The only exception is where clients logos and colours (branding) would be compromised, in this situation the other client would be notified that Quantum Thoughts Ltd will protect the identity of an existing clients brand.

Marketing

You agree that we may;

Include a reference at the bottom of your Homepage (or equivalent) of the Website, crediting the design, development and/or hosting of the Website to Quantum Thoughts and/or any of our approved suppliers
List you on our marketing materials, including on our website

Exclusion of Our Liability

We have set out your rights to claim compensation from us. We now exclude all other liability we may have to you.

This exclusion applies for the benefit of these people;

Quantum Thoughts Ltd and every related reseller or partner company
All companies directly or indirectly owned, partly owned or controlled by any of the people listed above
All officers, employees, contractors and agents of all the people listed above
Anyone else any of the people listed above are responsible for

None of these people is liable to you or has to pay you for anything else caused by or resulting from anything any of them does or does not do, or delays in doing, whether or not it is contemplated or authorised by any agreement you have with us.

This exclusion applies to;

Whatever you are claiming for (including loss of profits or business)
However the liability arises or might arise if it were not for this clause

This exclusion does not prevent you getting a court order requiring us to do anything we have agreed to do for you.

Our Rights to Compensation from You

Where you do not meet your responsibilities to us, you must pay any reasonable expenses we incur in collecting any money you owe us or in exercising any of our other legal rights.

Limitation of Our Liability

We do not guarantee our service will be continuous or fault free. We are not liable to you in contract or under any other legal principle for any direct or indirect losses or damages of any kind. These damages include but are not limited to loss of business, profits, work stoppage, computer or software failure or malfunction or any other damages or loss.

New Zealand Law Applies

The Consumer Guarantees Act 1993 may apply to any services we provide to you if you acquire these services for personal, domestic or household use. If this act applies, all rights you may have under it apply in addition to the rights you may have in this agreement. Nothing in this agreement will limit or exclude your rights under this act.

Where you acquire or hold yourself out as acquiring our services for the purpose of a business, then you agree that the provisions of the Consumers Guarantee Act 1993 will not apply to our service or the provision of any other services to you.

This agreement shall be deemed to be an agreement made in New Zealand and shall be subject to, governed by and interpreted in accordance with the laws of New Zealand. All our services are provided under New Zealand law. You may take action against us only in a New Zealand court.

Non Waiver

Failure by any party to enforce any right or obligation with respect to any matter arising in connection with this contract shall not constitute a waiver as to that matter or any other matter either then or in the future. Any waiver of any right or obligation under this contract shall only be of any force and effect if such waiver is in writing and is expressly stated to be a waiver of a specified right or obligation under this contract.

Variation of Terms

We may amend or replace these terms of trade from time to time. The amended or replacement terms of trade will then apply to the Services. We will tell you about this by posting the amended or replacement terms of trade on our website and by notifying you by e-mail of the new terms of trade. You will be bound by the amended or replacement terms and conditions even if you are unaware of the amendments or replacement terms and conditions.

If you have any questions or concerns about our Terms & Conditions please contact accounts@quantumthoughts.co.nz with your comments.