New Zealand Shopping Cart Solution
Terms and Conditions
Avatar Ltd endeavour to operate in a fair and reasonable manner at all times and it is part of our ethos to ensure we maintain a great relationship with our clients. It is, however, important to have certain contractual aspects agreed in order to protect both parties. By undertaking a Rocket Cart licence with Avatar Ltd you are agreeing to the following terms and conditions.
(1) Relationship of the Parties
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.
(2) Installation Process
The standard proposal provided by Avatar Ltd outlines the terms of use for Rocket Cart and installation of either Rocket Cart Lite or Rocket Cart Pro on your Web site. Any modifications required, customised designs or the integration of Rocket Cart onto an existing site or other, will be quoted for and agreed upon separate to this proposal. You will be provided with a schedule for the provision of any material and information required by Avatar Ltd. Adherence to this schedule, will determine the time taken to render Rocket Cart operational. Avatar will add all the text and images for any static pages. The client will be responsible for adding any product information.
(3) Acceptance Testing
You will conduct the acceptance tests on the deliverables within 2 weeks of installation to ensure that they perform in accordance with the proposal. If a deliverable does not pass the acceptance test, we will correct the failure. You will then repeat the acceptance test. Such processes shall continue until the relevant deliverable passes the acceptance test.
If during the project process you request additional or changed functionality/content from the deliverables outlined in the specification or proposal, then Avatar will provide a time + materials quote which will be in addition to the cost of the Web project.
The Web Solution will be designed to operate with the following browsers: Internet Explorer 6 and 7 and Firefox 1.5 and 2. (this applies to a PC, not a MAC)
(4) Copyright
The Rocket Cart software is not open source or freeware. The Rocket Cart software is protected by New Zealand and international copyright laws. You may not distribute, copy or sell the software or any parts of it.
Any material, both text and images, supplied by the client and used in the construction of the Rocket Cart solution, will remain the client's property. All such material will be assumed to be the property of the client by Avatar Ltd and free to use without fear of breach of copyright laws.
All software code provided as a part of Rocket Cart will remain at all times the property of Avatar Ltd. The client will be granted a single use, single site, source code license to the software code. The client may not sell or redistribute the software code. The client may not use the software code in more than one installation.
(5) GST
All prices are quoted in New Zealand dollars, exclusive of GST unless stated. GST is payable by New Zealand residents, this cost does not apply to overseas orders.
(6) Terms of Payment
Installation
An invoice for 100% of the price for the project set up, plus any customisation or integration costs, will be provided on acceptance of the proposal. This invoice must be paid before the project can commence.
Payment for this invoice should be made within 7 days of the date of issue of the invoice unless otherwise arranged.
Monthly Licensing Fee
Costs for the monthly licensing fee will be invoiced by Avatar Ltd and payment must be made by the client by Automatic Payment.
If you stop your payments, your Web site will be removed from our server. After your initial 12 month leasing contract, you may cancel the Rocket Cart service with 30 days written notice. If we are forced to hand your account over to a debt collection agency for collection you will be liable for any collection costs incurred.
(7) Hosting
Hosting is included in the monthly leasing fee for Rocket Cart Lite and Rocket Cart Pro. Hosting must be moved to our server in order for Rocket Cart to be installed and made operational. This applies to an existing Web site.
Hosting for all Rocket Cart Web sites is with Avatar Ltd and includes up to 50MB of disk space. A quote for hosting will be provided, should you require additional space.
(8) Training
As part of the Rocket Cart installation (for Lite and Pro editions), you will be provided with a home page and at least one sub-page. You will receive a basic instruction manual for using Rocket Cart, plus free support and training for your edition of Rocket Cart; Rocket Cart Lite up to 1 hour, Rocket Cart Pro up to 2 hours.
(9) Warranty & Maintenance
Any technical failures will be supported within three months of the launch date (warranty period). Any design support, content support or user error following launch, and technical failure support outside of the warranty period will be charged at our standard rate of $120+gst pro rata (15 minute periods) per hour. A time and materials-based quote will be provided.
Search engine optimisation services are not included in the installation of Rocket Cart Lite or Rocket Cart Pro. You can commission search engine optimisation services from Avatar Ltd.
(10) Validity of the Agreement
Each Rocket Cart license agreement is valid for a minimum of 12 months from the date of Rocket Cart's installation.
Avatar Ltd reserves the right to cease immediately and without liability to provide the Rocket Cart 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.
(11) Cancellation
Set up: If you cancel your order for Rocket Cart Lite or Rocket Cart Pro during the set up phase, you will be refunded pro rata of the set up fee. If less than 25% of the set up is completed, you may be eligible for a full refund (at Avatar's discretion).
During the first 12 months: If you decide to cancel your lease for Rocket Cart Lite or Rocket Cart Pro during the first 12 months of your lease, there will be no refund and you will be required to pay leasing fees for the full 12 month period. (For example, if you cancel your lease after month 2 of the leasing period, you will be required to pay leasing fees for 10 more months.)
After 12 months: If you cancel your lease for Rocket Cart Lite or Rocket Cart Pro after the first 12 months following its installation, you will give Avatar Ltd a month's written notice. Following that date, payments can then cease and Rocket Cart will be uninstalled from your Web site.
(12) Assignment and Delegation
We may assign or transfer our rights and responsibilities under this contract to another party.
We may also subcontract the performance of any of our responsibilities under this contract to another party.
You may not assign or transfer any of your rights or responsibilities under this contract to anyone else without our prior written consent.
(13) Liabilities
You agree that Avatar Ltd will not be liable for any indirect or consequential damages, including but not limited to, loss of profits or for any claim made on the client by any other party, even though Avatar Ltd may have been notified of such damage or claims.
We shall not be liable to you for any loss or damage directly or indirectly arising out of or in connection with any delay in delivery of the goods or failure to perform its obligations under this agreement where such delay is caused directly or indirectly by an act of God, armed conflict, labour dispute, civil commotion, intervention of a government, inability to obtain labour, materials or manufacturing facilities, accidents, interruptions of, or delay in, transportation or any other cause beyond our control.
You agree to defend, indemnify and hold us harmless from and against any and all claims, losses, liabilities and expenses (including attorneys' fees) related to or arising out of the services provided by us to you under this agreement, including without limitation claims made by third parties (including your customers) related to any false advertising claims, liability claims for products or services sold by you, claims for patent, copyright or trademark infringement, claims due to disruption or malfunction of services provided hereunder (including malfunction of Web site/Software or Internet), or for any content submitted by you for publication by us.
If, despite the other provisions of this agreement, Avatar Ltd is found to be liable to you then its liability for any single event or series of related events is limited to the Fees.
Due to the public nature of the Internet, all material submitted by you for publication will be considered publicly accessible. Avatar Ltd does not screen in advance customer material submitted to Avatar Ltd for publication. Avatar Ltd's publication of material submitted by customers does not create any express or implied approval by Avatar Ltd of such material, nor does it indicate that such material complies with the terms of this agreement.
(14) Applicable law
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.
(15) 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.
(16) General
Avatar Ltd / Rocket Cart does not sell, share or rent any customer information to others. When you supply information about you for a specific purpose, the information will be used for that purpose only.
