1. OUR SERVICES & PRICING

1.1 We provide professional website design, development, and ongoing maintenance services through our subscription-based model.

1.2 Service Fees:

• Initial Build: No setup fee required
• Monthly Subscription:
  
  • Pro Plan: $399 + GST per month
  • Pro+ Plan: $499 + GST per month

1.3 Monthly subscription payments commence once your website goes live and are billed monthly in advance.

1.4 All websites are delivered within 20 business days or the first month's subscription is provided at no charge.

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2. PLAN FEATURES AND SPECIFICATIONS

2.1 Pro Plan ($399/month + GST)

The Pro Plan includes the following services and features:

Website Specifications:

• Up to 20 pages and 1,000 CMS items
• Professional Webflow development and design
• Complete website revamp every 24 months
• Mobile-responsive design optimized for all devices

Monthly Services:

• Up to 4 hours of website updates, changes, and modifications
• Daily automated backups and 24/7 uptime monitoring
• Regular maintenance and security updates
• Premium hosting with optimized loading speeds

SEO & Performance:

• Professional Technical SEO audit and optimization every 12 months
• Site speed optimization and performance monitoring
• Meta titles, descriptions, and technical SEO foundations
• Google Analytics and Search Console setup

Support & Communication:

• Phone and email support during business hours (Mon-Fri, 10AM-6:30PM)
• Same-day response for standard requests

2.2 Pro+ Plan ($499/month + GST)

The Pro+ Plan includes all Pro Plan features with the following enhancements:

Enhanced Website Specifications:

• Expanded capacity: up to 50 pages and 5,000 CMS items
• Advanced custom forms and lead capture systems
• Increased monthly update allowance: up to 6 hours

Advanced SEO & Performance:

• More frequent Technical SEO optimization every 6 months
• Advanced analytics configuration and conversion tracking
• Website performance monitoring and optimization recommendations

Advanced Features & Support:

• Third-party application integration (CRM, email marketing, Zapier, etc.)
• Advanced custom features and functionality development
• Priority 2-hour response guarantee during business hours
• Monthly 30-minute strategy consultation calls
• Extended support hours (Mon-Fri, 8AM-7PM)

2.3 Service Limitations

• Unused monthly hours do not roll over to subsequent months
• Additional hours beyond monthly allocation available at $95 + GST per hour
• Monthly hours cover standard website updates, content changes, and minor modifications
• Complex integrations and custom development may require additional time or project-based pricing

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3. INTELLECTUAL PROPERTY (IP)

3.1 The client retains the intellectual property rights over any domain they already own and use for the website.

3.2 If Websonic acquires a domain for the website, Websonic retains intellectual property rights over the domain until the completion of the minimum term or exercise of the ownership transfer option as described in Section 4.

3.3 Websonic retains intellectual property rights over the entire website developed, including design elements, code, graphics, and content during the subscription period.

3.4 All intellectual property, including that produced, procured, or developed within this agreement, will become the property of the client only upon completion of the ownership transfer option as described in Section 4.

3.5 All free concepts provided by Websonic remain the exclusive intellectual property of Websonic. These concepts are intended solely for client evaluation and consideration. Unauthorized reproduction, distribution, or disclosure of these concepts, in whole or in part, is strictly prohibited without explicit written consent from Websonic. However, upon engaging Websonic for services, the client is granted permission for the distribution and use of the concepts as part of the agreed-upon services.

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4. MINIMUM TERM AND CANCELLATION OPTIONS

4.1 Minimum Term Commitment: The client agrees to a minimum subscription term of 12 months from the date their website goes live. During this minimum term, the client cannot cancel the subscription without fulfilling the minimum term obligation.

4.2 Cancellation After Minimum Term: After completing the 12-month minimum term, the client may cancel their subscription by providing 30 days written notice to Websonic. Upon cancellation, the client has two options:

Option A: Website Ownership Transfer

• 12-24 months subscription: $4,000 + GST
• 24+ months subscription: $2,000 + GST

This ownership transfer includes:

• Complete transfer of all intellectual property rights to the client
• Full website files, design assets, and source code
• Domain transfer assistance (if domain was registered by Websonic)
• Comprehensive training session covering:
  
  • Website content management and editing
  • How to make basic design changes
  • Understanding hosting and domain management
  • Basic maintenance and security best practices
  • Webflow platform training (up to 2 hours)
• 30 days of email support for technical questions following transfer

Option B: No-Cost Cancellation with Site Archive

• No payment required
• Website is immediately taken offline
• Complete website backup is archived for 12 months
• Client may return to Websonic services within 12 months and have their website restored
• After 12 months, archived website is permanently deleted
• No intellectual property rights transfer to client

4.3 Automatic IP Transfer: In the event that Websonic is no longer able to provide continual maintenance services due to either the death of the Director or company insolvency, the complete ownership and intellectual property rights of the website shall automatically transfer to the client without requiring any additional purchase or fees.

4.4 Cooperation in Transfer: Websonic may not withhold access, information, or any other components that hinder the effective and timely handover in the event of any ownership transfer. Websonic shall cooperate fully with the client to ensure a smooth transition of all necessary assets and materials associated with the website.

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5. PAYMENT

5.1 The client agrees to promptly pay any agreed-upon invoice provided by Websonic, in accordance with the terms specified therein. The client acknowledges and agrees not to withhold payment from Websonic for any reason.

5.2 Late Payment Interest and Fees: In the event of non-payment by the due date specified on the invoice:

• Interest will be charged on overdue amounts at a rate of the Reserve Bank of New Zealand Official Cash Rate (OCR) plus 3% per annum, calculated daily and compounded monthly
• A one-time administration fee of $25 + GST will be applied for each overdue invoice after 7 days
• Interest continues to accrue until full payment is received
• The OCR rate used will be the rate published by RBNZ at the beginning of each calendar quarter

5.3 Furthermore, the client acknowledges that failure to adhere to these payment terms may result in the engagement of a third-party debt collection agency to recover outstanding funds. The client agrees to bear any additional costs incurred, including legal fees, associated with the debt collection process if the matter escalates further.

5.4 Websonic reserves the right to freeze any and all intellectual property associated with the services provided if the client fails to uphold the terms of payment as outlined in this agreement.

5.5 Early Termination Within Minimum Term: If the client wishes to terminate services within the 12-month minimum term, they must pay the remaining balance of the minimum term commitment plus choose either Option A or Option B as outlined in Section 4.2.

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6. DEVELOPMENT DELAYS AND COMMENCEMENT OF BILLING

6.1 The client agrees to provide all necessary information, content, and approvals required by Websonic to complete the development of the website in a timely manner. Websonic will make reasonable efforts to obtain the required information by sending multiple request forms or communications outlining the critical information needed.

6.2 If the client fails to provide the requested information within 30 days from the initial request, without prior agreement or a reasonable excuse for the delay, Websonic reserves the right, at its sole discretion, to commence billing under the monthly plan selected by the client. The monthly billing shall begin as though the website development has been completed, and services under the selected plan will be considered active.

6.3 Websonic shall notify the client before initiating the monthly billing under this clause, offering a final opportunity to provide the necessary information. If the client complies within the additional notice period, Websonic may, at its discretion, delay the commencement of billing.

6.4 This provision is designed to ensure that Websonic's development resources are utilized efficiently and that the progress of the project is not unduly hindered by a lack of client cooperation.

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7. CONFIDENTIALITY

7.1 Both parties agree to maintain the confidentiality of any information received from the other party during the term of this Agreement, which is marked as confidential or reasonably understood to be confidential, except where such information is required to be released for the purpose of maintaining the usability of the website and all associated intellectual property rights in accordance with Section 4 (Minimum Term and Cancellation Options).

7.2 This confidentiality obligation shall survive the termination or expiration of this Agreement.

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8. LIMITATION OF LIABILITY

8.1 Websonic shall not be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with the provision of its services.

8.2 Websonic's liability, if any, for direct damages arising out of or in connection with the provision of its services shall be limited to the total amount paid by the client to Websonic for the services during the three months preceding the event giving rise to the liability.

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9. TERMINATION

9.1 Client Termination After Minimum Term: The client may terminate this Agreement after completing the 12-month minimum term by providing 30 days written notice to Websonic and selecting one of the options outlined in Section 4.2.

9.2 Client Termination Within Minimum Term: If the client terminates within the 12-month minimum term, they must fulfill the remaining minimum term payment obligation and select one of the options outlined in Section 4.2.

9.3 Websonic Termination: Termination by Websonic shall not impose any financial obligations or payment requirements on the client beyond services already rendered.

9.4 Upon termination, the client shall pay any outstanding fees owed to Websonic for services rendered up to the effective date of termination.

9.5 Termination of the Agreement shall not affect any accrued rights or liabilities of either party.

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10. GOVERNING LAW AND JURISDICTION

10.1 This Agreement shall be governed by and construed in accordance with the laws of New Zealand.

10.2 Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of New Zealand.

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11. DATA PROTECTION AND PRIVACY

11.1 Privacy Compliance: Websonic complies with the Privacy Act 2020 and will handle all client data in accordance with our Privacy Policy, available at [website].

11.2 Data Ownership: The client retains ownership of all data and content they provide. Websonic retains the right to use anonymized, aggregated data for business improvement purposes.

11.3 Data Backup and Security: While Websonic maintains daily backups and security measures, the client remains responsible for maintaining their own backup copies of critical business data.

11.4 Data Retention: Upon termination, client data will be retained for 12 months in archived format, after which it will be permanently deleted unless the ownership transfer option is exercised.

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12. BUSINESS vs CONSUMER CLIENTS

12.1 Business Use Declaration: By engaging Websonic's services, the client confirms they are acquiring services for business use. The Consumer Guarantees Act 1993 does not apply to this agreement.

12.2 Fair Trading Compliance: All service descriptions and performance claims are made in good faith and comply with the Fair Trading Act 1986.

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13. SERVICE LEVEL AGREEMENTS AND REMEDIES

13.1 Performance Standards: Websonic commits to:

• 99.9% website uptime (excluding scheduled maintenance)
• Response times as specified in Section 2
• 20-day delivery guarantee for new websites

13.2 Remedy for Service Failures:

• Uptime below 99.9%: Pro-rated credit for affected period
• Missed response times: Priority handling of subsequent requests
• Delivery delays beyond 20 days: First month free (if delay is Websonic's fault)

13.3 Force Majeure: Websonic shall not be liable for delays or failures caused by circumstances beyond reasonable control, including but not limited to natural disasters, government actions, internet outages, or third-party service failures.

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14. THIRD-PARTY SERVICES AND SUBCONTRACTORS

14.1 Third-Party Dependencies: Some services may rely on third-party platforms (Webflow, hosting providers, payment processors). Websonic is not liable for third-party service interruptions or changes.

14.2 Subcontractor Usage: Websonic may engage qualified subcontractors to deliver services. All subcontractors are bound by equivalent confidentiality and quality standards.

14.3 Client Accounts: Clients may need to maintain their own accounts with certain third-party services (Google Analytics, etc.). Websonic will assist with setup but is not responsible for account management or associated costs.

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15. INDEMNIFICATION

15.1 Client Indemnification: The client agrees to indemnify Websonic against any claims arising from:

• Content provided by the client that infringes intellectual property rights
• Client's use of the website in violation of applicable laws
• False or misleading information provided by the client

15.2 Websonic Indemnification: Websonic will indemnify the client against claims arising from Websonic's negligent performance of services, subject to the liability limitations in Section 8.

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16. ASSIGNMENT AND MODIFICATION

16.1 Assignment Rights: This agreement may not be assigned by either party without written consent, except that Websonic may assign this agreement in connection with a sale of business.

16.2 Terms Modification: Websonic may modify these terms with 30 days written notice. Continued use of services constitutes acceptance of modified terms.

16.3 Individual Variations: Any variations to these terms must be agreed in writing and signed by both parties.

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17. DISPUTE RESOLUTION

17.1 Good Faith Negotiation: Parties agree to attempt good faith negotiation for 30 days before pursuing legal action.

17.2 Mediation: If negotiation fails, disputes may be referred to mediation through the Resolution Institute or similar approved mediator.

17.3 Limitation Period: Any claims must be brought within 12 months of the event giving rise to the claim.

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18. ELECTRONIC COMMUNICATIONS AND SIGNATURES

18.1 Electronic Acceptance: This agreement may be accepted electronically, and electronic signatures have the same effect as handwritten signatures.

18.2 Communication Methods: All notices may be given by email to the addresses specified in this agreement and are deemed received within 24 hours of sending.

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19. CURRENCY AND TAXES

19.1 Currency: All amounts are in New Zealand Dollars unless otherwise specified.

19.2 GST: GST is additional to all fees and will be charged at the applicable rate.

19.3 Tax Changes: If GST rates change, pricing will be adjusted accordingly with 30 days notice.

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20. SEVERABILITY AND SURVIVAL

20.1 Severability: If any provision is found invalid or unenforceable, the remaining provisions continue in full effect.

20.2 Survival: Sections relating to intellectual property, confidentiality, limitation of liability, and payment obligations survive termination of this agreement.

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21. ENTIRE AGREEMENT

21.1 This agreement, together with any referenced policies and schedules, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements.

21.2 No oral modifications to this agreement are valid.

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22. CONTACT US

22.1 If you have any questions, concerns, or requests regarding our Terms of Trade, please contact us at:

Email: hello@websonic.co.nz
Phone: 0800 454 707
Address: 1373 Dairy Flat Highway, Auckland New Zealand

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