Managed - Premium Contract

The service requester (hereinafter referred to as ‘the client’) and the service provider intLab.co (hereinafter referred to as ‘the company’) hereby enter into a website development & management contract as specified below:

Article 1: Purpose of contract

The purpose of this contract is to assign roles and responsibilities between the client and the company and to stipulate all matters regarding their mutual transaction so that both parties may contribute to common prosperity and development by faithfully observing this contract based on mutual trust.  

Article 2: The client’s scope of work

Basic planning of website (sitemap/contents/text/main copy/sub-copy/domain name)

Article 3: The company’s scope of work

Production, construction, and management of the client’s website (Premium plan)

1. Main page of the site (main page design, main menu / WordPress)
2. Design and produce web page up to 10 pages + product template
3. Support contents revision excluding design up to two weeks from the start of service
4. Maintain site for the term of this contract (maintain and manage site to a state enabling normal service operation)
5. Purchase, set up and manage domain (requires yearly renewal)
6. Provide basic DDOS/SPAM prevention service
7. Provide SSL certificate (Certificate renewal is impossible if domain is changed later.)
8. Maintain the latest security updates on the operating service/hosting and CMS system of the website
9. Provide fifteen stock images (limited to images in Freepik)
10. Conduct Google business initial setting and provide information update training once
11. Provide Google search engine optimization plugin and provide S.E.O training once
12. Provide design for product details page that can be linked to Google Merchandise
13. Separate fees will be charged for additional features, design changes, and page additions, but simple revisions of contents are provided free of charge up to twice a month. This free revision service is not carried forward. (Article 7)

Article 4: Website and logo production

The company proceeds with the production of the client’s website and follows the premium plan provided by the client for the details. The company conducts the following regarding the client’s scope of work.

1. In according with the client’s request, the company must report to and discuss with the client the progress of work.
2. Report on the progress of work shall be done via e-mail, messenger, or telephone.
3. The client must provide the company with all the necessary materials (image sources, characters, materials, etc.) for website development. At this time, the client must hold the copyright and license for all the materials provided to the company. The company is not responsible for any issues arising from the copyright and license of all the materials provided by the client.
4. The company may request design sources required for website production and shall purchase commercial design sources and images after consulting with the client.
5. In the case of logo production, the company shall refer to the references provided by the client to deliver two types of draft design. As for the logo design that has been selected finally, the company shall provide additional revision such as two-time color correction or simple phrase revision.
6. In the event of having to realize additional functions by the request of the client and needs to borrow paid plug-ins or a third-party paid services, the company shall consult with the client before making the purchases.
7. In the event of changing the domain that has been secured with the consent of the client, the company may charge an additional fee of NZ$ 100 + GST for the annual usage fee of the secured domain and the cost related to setting and changing domain.
8. The service start date shall be the date when the website development is completed and the right to edit the contents is transferred to the client. In addition, the work specified in Paragraph (C) of Article 3 shall also commence from the start date of the service. However, if the development period under Article 5.1. is exceeded due to a delay in the submission or inspection of all data by the client, the date of Article 5.1. shall be the start date of the service.
   
   

Article 5: Development period

1. The “website” development period is within 30 business days from the date of providing all contents after this contract is concluded.
2. In principle, the company shall open the “website” online within the schedule.
3. In the event of extending the production period due to reasons attributable to the client or the company, the development period may be adjusted upon mutual agreement.
4. The company shall not be responsible for the delivery schedule of products that have not been agreed by the client and the company in advance.
5.  

Article 6: Inspection

1. Upon completion of the “website” draft design and completion of the “website” construction, the company must undergo inspection by the client.
2. The client has the obligation to complete the inspection within 3 days and must consult with the company for period adjustment if extension is necessary. In the event of nonperformance of this obligation, the client shall be liable for damages.
3. If all or part of the company’s execution of the contract is found to be unfair or to be inconsistent with the specifications as a result of the inspection specified in Paragraph 1 of this Article, the client may demand corrective actions within the scope of this contract of the company.
4. Upon completion of the “website” draft design, the client may request revisions up to two times, and the company must faithfully perform such a request. However, the client shall be responsible for the extension of the work schedule resulting from revision requests made in excess of the agreed number of revisions.
5.  

Article 7: Payment of fees

1. The client must deposit the agreed amount of money to the company’s account by the agreed time limit.
2. The setting fee is NZ$ 345.00 (NZ$ 300 + GST) and shall be paid on one installment.
3. The client shall pay the company a premium service fee of NZ$ 1259.25 (NZ$ 1095.00 + GST (1 year)) by making a deposit to the account designated by the company within 3 business days of the completion of this contract.
4. Additional usage fees shall be paid upon service renewal after the expiration of the service period. The client may refer to the company’s website for detailed fees.
5. Business Email hosting(1.5G) annual fee is NZ$ 39.67 (NZ$ 34.50 + GST) and shall be paid on its setupt.
6. Additional services of the client requested (Appendix 1.) shall be paid when the service is started. The Price listed on the proposal.
7. The company pays the domain purchase cost for the first year, and the customer pays it from the next year.
8. All service fees can be reviewed annually due to inflation and various cost increases. The range of increase is up to 15% or less.

Article 8: Payment for damages

1. If the company falls under the case specified in Paragraph 3 of Article 6 or has caused damages to the client in accordance with Article 12 and other New Zealand copyright laws, the company shall consult with the client and take responsibility for the damages.
2. In the event that more than 80% of the work has been carried out by the company (with the completion of the “website” main design and sub-page design and the second logo draft design, meeting the standard of completeness at the level of enabling online publishing and programming work, but not including additional work that falls under the Article 10, which is not part of this completeness), the company shall not be liable for damages to the client.
3. Even if the whole or part of the “website” provided by the company is not used due to reasons attributable to the client, the company has no obligation to return the payment made by the client (Article 7 Payment of fees) to the client.
4. The client cannot claim compensation to the company if there is a temporary loss of access due to website maintenance work or hacker attacks.

Article 9: Website maintenance and scope thereof

1. The company provides the duty of maintenance of the “website” operated by the client during the service period.
2. The scope of maintenance is based on Article 3.
3. The company has the obligation to provide maintenance on functional defects and broken images of existing pages and to perform its best to ensure smooth operation of the website. However, for the cases of new production (Article 10 Additional production for the website), maintenance is performed through additional estimates.
4. The maintenance period may be extended by mutual agreement.
5. When using an external payment system within the website, the contract for the service must be made by the client. In addition, the company is not responsible for any problems or errors in the external payment system as it is the responsibility of the external payment system provider.
6. In the event of a fatal error or problem on the website caused by the client’s negligence, the company may charge a separate maintenance fee.

Article 10: Additional production for the website

1. Additional production for the website can be carried out by mutual agreement.
2. Additional production work for the website refers to design work that exceeds the work specified in Article 3 such as ‘production of additional pages, pop-up screen, banner, and flash.’
3. The client must notify the company about the work of additional production at least one week in advance so that the company can adjust the schedule.
4. The fees for the additional production shall be determined apart from this contract by mutual agreement, and the responsibilities and obligations of the company and the client for the additional production work are identical to those specified in this contract.
5. The scope and schedule for the additional payment for the additional production work shall be carried out separately by mutual agreement.

Article 11: Termination of contract

1. The client or the company may terminate all or part of this contract in the following cases.
2. When the production schedule of the “website” is delayed for more than 4 weeks without justifiable reasons such as mutual agreement
3. When the company fails to fulfill its obligations under this contract and has caused or likely to cause a serious disruption in business promotion
4. When the client fails to fulfill with Paragraph 2 of Article 6 (Inspection)
5. When service fee is not paid by service users (clients) who are on monthly or yearly payment schedule
6. If the contract is terminated due to reasons of the client, the company is not obligated to return the payment (Article 7 Payment of fees) made up to the time of contract termination.
7. If the contract is terminated due to reasons of the company, the company must return to the client 80% of the payment (Article 7 Payment of fees) made up to the time of contract termination.

Article 12: Website related copyright and ownership

1. The copyright of all the text and images provided to customers on the website is the responsibility of the client, and the ownership of all the text and images provided to the company belongs to the client.
2. During the term of this contract, the company has ownership to the server, database, domain, and e-mail related to the “website”, and the client may not transfer the server, database, domain, and e-mail at its discretion.
3. If normal service provision is impossible due to reasons of the company, all files, databases, and domain of the website are transferred to the client.
4. If the company is unable to maintain the service due to reasons of the client, the ownership of the domain goes to the company. However, the client may request the transfer of domain ownership by making a payment of NZ$ 300 + GST ​​to the company. When transferring domain ownership, transfer service to a new site is not provided.
5. The company may own information on the client’s “website” and may disclose it as evidence of the company’s business experience.
6. The copyright of all drafts provided to the client belongs to the company, and the client does not have the right to use the drafts that were ultimately not selected.

Article 13: Notification duty

The client and the company must notify each other about necessary matters for the smooth execution of this contract.

Article 14: Confidentiality

1. The client and the company may not announce to the public or disclose to a third party information and confidential information acquired in connection with this contract.
2. Information leakage due to reasons of the company or the client applies to Article 11, and the party at fault shall assume responsibility for matters resulting from the information leakage.

Article 15: Consultation and immunity clause

1. Matters not specified in this contract shall be resolved in accordance with the principle of mutual reciprocity, and when necessary, a written agreement shall be prepared, which has the same effect as this contract.
2. Both parties shall not be liable for non-compliance or delay in performance under this contract due to force majeure such as natural disasters, riots, wars, or disturbance.

Article 16: Interpretation of contract

If there is any doubt about the interpretation of this contract, it shall be interpreted in accordance with the commercial law, civil law, and other usual customs.

Article 17: Competent court

In the event of a dispute over this contract, the court that has jurisdiction over the area including the client’s main office shall be the competent court.

IN WITNESS WHEREOF, the parties hereto have executed and signed this contract in duplicate and once copy hereof shall be retained by each party.