Terms & Conditions

PART I – GENERAL CLAUSES

2. Definitions

2.1. “RAZOR” means Razor Web Design Limited T/A RAZOR: Web, Design & Marketing, its successors and assigns or any person acting on behalf of and with the authority of Razor Web Design Limited T/A RAZOR: Web, Design & Marketing.

2.2. “Client” means the person/s requesting RAZOR to provide the Services as specified in any invoice, contract, document or order, and if there is more than one person requesting the Services, it is a reference to each person jointly and severally.

2.3. “Services” means all Goods (which includes any printed or virtual material, samples, websites, brands, designs, images, advertising, data, graphics, pictures, trademarks or software, whether supplied from a third-party software development company or where custom developed or programmed for the Client) or Services (which includes any advice or recommendations, graphic design of brands, designs, images, or advertising, brand integration or strategies, analysis, training, project management or service sourcing and the organisation of copyrighting such any Goods and/or Services) supplied by RAZOR to the Client at the Client’s request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other.

2.4. “Software” shall mean the programs and other operating information (including documentation) used by a computer, tablet and/or mobile device. Applications developed for use by end users will be accessible through the Web Site or cloud-based applications, while the business software and user data are stored on servers based at an alternative location for security and backup purposes.

2.5. “Web Site” means a location which is accessible on the Internet through the World Wide Web and which provides multimedia content via a graphical User Interface.

2.6. “Prohibited Content” means any content that: (a) is, or could reasonably be considered to be, in breach of the broadcasting standards or any other applicable law or applicable industry code; or (b) contains, or could reasonably be considered to contain, any misrepresentations; or is, or could reasonably be considered to be, misleading or deceptive, likely to mislead or deceive or otherwise unlawful; or (c) is, or could reasonably be considered to be, in breach of any person’s Intellectual Property Rights.

2.7. “Price” shall mean the cost of the Services (including RAZOR’s hourly rate) as agreed between RAZOR and the Client subject to clause 4 of this contract and shall be non-negotiable and in NZD (New Zealand Dollars). The Client acknowledges that the Price of Goods may change without notice and applied at the time of invoice submission.

3. Acceptance

3.1 The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client places an order for or accepts Services provided by RAZOR.

3.2 These terms and conditions may only be amended with RAZOR’s consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Client and RAZOR.

3.3 None of RAZOR’s agents or representatives is authorised to make any representations, statements, conditions, or agreements not expressed by the manager of RAZOR in writing nor is RAZOR bound by any such unauthorised statements.

3.4 Once accepted by the Client, RAZOR’s written estimate shall be deemed to interpret the Client’s instructions correctly, whether written or verbal. Where verbal instructions only are received from the Client, RAZOR shall not be responsible for errors or omissions due to oversight or misinterpretation of those instructions.

3.5 Any advice, recommendations, information, assistance or service provided by RAZOR in relation to Services supplied is given in good faith, is based on information provided to RAZOR, and RAZOR’s own knowledge and experience. Whilst it shall be the responsibility of the Client to confirm the accuracy and reliability of the same in light of the use to which the Client makes or intends to make of the Services, human error is possible under these circumstances, and RAZOR shall make all effort to offer the best solution to the Client.

3.6 RAZOR is entitled (at their sole discretion) to reject, cancel or terminate any Services by providing reasonable notice to the Client.

3.7 ELIGIBILITY:

1. the Client, using RAZOR’s Services, approves that his/her/their age is at least eighteen (18) years old; all users under this age must obtain parental consent to use the Services;
2. the Client’s use of the Services complies with applicable laws and regulations.

4. Electronic Transactions Act 2002

4.1 Electronic signatures shall be deemed to be accepted by either party, providing that the parties have complied with Section 22 of the Electronic Transactions Act 2002 or any other applicable provisions of that Act or any Regulations referred to in that Act.

5. Change in Control

5.1 The Client shall give RAZOR not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or any other change in the Client’s details (including but not limited to, changes in the Client’s name, address, contact phone or fax number/s, or business practice). The Client shall be liable for any loss incurred by RAZOR as a result of the Client’s failure to comply with this clause.

6. Price and Payment

6.1 At RAZOR’s sole discretion, the Price shall be either:

1. as indicated on any invoice provided by RAZOR to the Client;
2. RAZOR’s quoted price (subject to clause 6.2), which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.

6.2 RAZOR reserves the right to change the Price if a variation to RAZOR’s quotation is requested. Any variation from the plan of scheduled Services or specifications during the production process will be charged on the basis of RAZOR’s quotation and will be shown as variations on the invoice. Payment for all variations must be made in full at the time of completion.

6.3 At RAZOR’s sole discretion, a non-refundable deposit of up to fifty percent (50%) of the Price may be required.

6.4 Time for payment for the Services being of the essence, the Price will be payable by the Client on the date/s determined by RAZOR, which may be:

1. on delivery of the Services;
2. by way of instalments/progress payments in accordance with RAZOR’s payment schedule;
3. the date specified on any invoice or other form as being the date for payment; or
4. failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Client by RAZOR.

6.5 Payment may be made by cheque, bank cheque, electronic/online banking, of the Price), or by any other method as agreed to between the Client and RAZOR.

6.6 Unless otherwise stated, the Price does not include GST. In addition to the Price, the Client must pay to RAZOR an amount equal to any GST RAZOR must pay for any supply of Services by RAZOR under this or any other agreement. The Client must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Client pays the Price. In addition, the Client must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.

6.7 If RAZOR provides the Services under the provisions of the quoted time allowances and such time allowance is exceeded due to the Client not being satisfied with the work, edited work or when the Client does not have one unified vision of the required product, the Client is subject to be billed additional hourly rates for additional performance and additional work provided from the RAZOR’s end.

6.8 If the Client does not cover the payment for the Hosting Services, in with this Terms, RAZOR has the right to disable the Client’s website and then the Client will be obliged to pay additional reactivation fees to re-active their website and Hosting Services.

6.9 If the Client orders any Services under this Terms, and wants to invite RAZOR to their office/premises, the Client needs to pay additional travel fees per kilometre. The total fee will be mentioned in the email from RAZOR on the Client’s request.

7. Coupons, Vouchers and Promotions

7.1 The Client acknowledges and agrees that coupons and vouchers are:

1. non-transferrable and non-refundable;
2. expire twelve (12) months after the date of issue;
3. valid for one (1) use only;
4. cannot be used in conjunction with any other coupon and/or promotion unless otherwise stated in writing by RAZOR.

7.2 RAZOR has the right (at their sole discretion) to reject coupons and/or vouchers that they deem as illegitimate, duplicated and/or expired.

7.3 The Client acknowledges that:

1. promotions are valid only until the listed expiry date, and RAZOR reserves the right to withdraw a promotion at any time; and
2. cannot be combined with any other promotion; and
3. are only valid subject to the conditions of the promotion (e.g. minimum quantities or spend, etc.);
4. Goods and/or Services purchased under the promotion cannot be exchanged or transferred for other goods and/or services.

8. Provision of the Services

8.1 Any time specified by RAZOR for the provision of the Services is an estimate only, and RAZOR will not be liable for any loss or damage incurred by the Client as a result of the provision being late. However, both parties agree that they shall make every endeavour to enable the Services to be provided at the time and place as was arranged between both parties. In the event that RAZOR is unable to provide the Services as agreed solely due to any action or inaction of the Client, then RAZOR shall be entitled to charge a reasonable fee for re-providing the Services at a later time and date.

8.2 The Client shall, as soon as practicable, make available to RAZOR all information, specifications, documents and other particulars relating to the Client’s requirements relating to the provision of the Services by RAZOR and ensure that such information, specifications, documents and other particulars are accurate and relative to purpose. RAZOR may enforce clause 3.6 in the event any such information, specifications, documents and other particulars prove to be falsified or incorrect.

9. Risk and Limitation of Liability

9.1 The Client acknowledges and agrees that RAZOR shall not be held liable for any supplied content breaching any Acts, legislation or regulations unless due to the negligence of RAZOR.

9.2 The Client acknowledges that any advice or recommendations by RAZOR are provided on the basis of RAZOR’s industry knowledge and experience only and shall not be deemed as specialist advice.

9.3 RAZOR, its directors, agents or employees will not be liable in any way for any form of loss or damage (including loss of assets, possessions and/or data) of any nature whatsoever suffered, whether arising directly or indirectly, by the Client or any person related to or dealing with the Client out of, in connection with or reasonably incidental to the provision of the Services by RAZOR to the Client.

9.4 The maximum liability of RAZOR under this Agreement shall at no time exceed the amount of Professional Indemnity insurance cover carried by RAZOR, which is $1m. The Client agrees to indemnify RAZOR (including its partners, associates or employees) and any other person who may be sought to be made liable in excess of the limit of liability described herein in respect of any activity arising from, or connected with, this Agreement in respect of any claim of whatsoever kind that may be made by any person and any costs and expenses that may be incurred by RAZOR.

9.5 RAZOR takes no responsibility for any loss, altering, copying and/or distributing of the Client’s data as a result of any third-party hackers and/or intrusions.

9.6 In the event it is agreed by both the Client and RAZOR that the Services are not functional, are faulty and/or failure to perform or suit the needs of the Client and are subject to third-party modification, alteration or tampering, unauthorised hacking or access:

1. RAZOR will rectify the problem at no cost to the Client; and
2. RAZOR’s liability shall, in all instances, be limited to monies paid for the Services as paid to RAZOR by the Client.

9.7 RAZOR has the right to modify/upgrade or discontinue the Software and/or Services at any time (including, without limitation, by limiting or discontinuing certain features of the Software and/or the Services) without notice to you and/or your end-user.

9.8 RAZOR doesn’t have any liability whatsoever on account of any change to the Software or any suspension or termination of your and/or your end-user access to or use of the Software.

9.9 RAZOR has the right to restrict your and/or your end-user access, immediately without previous notification, to the Software if any violations from your and/or your end-user will be detected by RAZOR or related third parties. In this case, you do not have the right to refund your funds.

9.10 RAZOR has the right to restrict your access, immediately without previous notification, to the Software if any unapproved modifications to the software are detected from your side.

10. Infringement and abuse

10.1 RAZOR is not responsible for the accuracy of the Software work on your and/or end-user device/computer and for the accuracy of the functionality after additional set upping of the Software of yourself.

10.2 RAZOR is not responsible for the incorrect use of the Software and any resulting damage(s) to the Client that may occur.

11. Title

11.1 RAZOR and the Client agree that the Client’s obligations to RAZOR for the supply of Services shall not cease (and ownership of any Goods shall not pass) until:

1. the Client has paid RAZOR all amounts owing to RAZOR for the Services; and
2. the Client has met all other obligations due by the Client to RAZOR in respect of all contracts between RAZOR and the Client.

11.2 Receipt by RAZOR of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised, and until then, RAZOR’s ownership or rights in respect of the Services shall continue.

11.3 It is further agreed that:

1. until ownership of the Goods passes to the Client in accordance with clause 10.1 that the Client is only a bailee of the Goods and must return the Goods to RAZOR on request.
2. the Client holds the benefit of the Client’s insurance of the Goods on trust for RAZOR and must pay to RAZOR the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed.
3. the Client must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Client sells, disposes or parts with possession of the Goods, then the Client must hold the proceeds of any such act on trust for RAZOR and must pay or deliver the proceeds to RAZOR on demand.
4. the Client should not convert or process the Goods or intermix them with other goods, but if the Client does so, then the Client holds the resulting product on trust for the benefit of RAZOR and must sell, dispose of or return the resulting product to RAZOR as it so directs.
5. the Client irrevocably authorises RAZOR to enter any premises where RAZOR believes the Goods are kept and recover possession of the Goods.
6. RAZOR may recover possession of any Goods in transit whether or not delivery has occurred.
7. the Client shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of RAZOR.
8. RAZOR may commence proceedings to recover the Price of the Goods sold, notwithstanding that ownership of the Goods has not passed to the Client.

12. Personal Property Securities Act 1999 (“PPSA”)

12.1 Upon assenting to these terms and conditions in writing, the Client acknowledges and agrees that:

1. this Terms constitute a security agreement for the purposes of the PPSA; and
2. a security interest is taken in in all Goods and/or all collateral (account) – being a monetary obligation of the Client for the Services – that have previously been provided, and that will be provided in the future, by RAZOR to the Client.

12.2 The Client undertakes to:

1. sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which RAZOR may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;
2. indemnify, and upon demand reimburse, RAZOR for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any registration made thereby;
3. not register a financing change statement or a change demand without the prior written consent of RAZOR.

12.3 RAZOR and the Client agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.

12.4 The Client waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.

12.5 Unless otherwise agreed to in writing by RAZOR, the Client waives its right to receive a verification statement in accordance with section 148 of the PPSA.

12.6 The Client shall unconditionally ratify any actions taken by RAZOR under clauses 11.1 to 11.5.

13. Security and Charge

13.1 In consideration of RAZOR agreeing to provide the Services, the Client charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Client either now or in the future, to secure the performance by the Client of its obligations under these terms and conditions (including, but not limited to, the payment of any money).

13.2 The Client indemnifies RAZOR from and against all RAZOR’s costs and disbursements, including legal costs on a solicitor and own client basis incurred in exercising RAZOR’s rights under this clause.

13.3 The Client irrevocably appoints RAZOR and each director of RAZOR as the Client’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 12 including, but not limited to, signing any document on the Client’s behalf.

14. Client’s Disclaimer

14.1 The Client hereby disclaims any right to rescind or cancel any contract with RAZOR to sue for damages or to claim restitution arising out of any inadvertent misrepresentation made to the Client by RAZOR, and the Client acknowledges that the Services are bought relying solely upon the Client’s skill and judgment.

15. Consumer Guarantees Act 1993

15.1 If the Client is acquiring Services for the purposes of a trade or business, the Client acknowledges that the provisions of the Consumer Guarantees Act 1993 do not apply to the supply of Services by RAZOR to the Client.

16. Intellectual Property

16.1 The Client warrants that all designs or instructions to RAZOR will not cause RAZOR to infringe any patent, registered design or trademark in the execution of the Client’s order.

16.2 Where RAZOR has provided Services (and associated Goods or Products), RAZOR retains ownership thereof but grants the Client a non-exclusive and non-transferable licence for its use (solely in relation to the operation of the Client’s own business). The Client will use any third-party products and/or services supplied by RAZOR and identified as such, strictly in terms of the licence under which it is supplied. The Client further agrees that they shall not do without RAZOR’s prior written consent:

1. copy the Goods or Products; or
2. allow any third party to have access to the Goods or Products; or
3. alter, modify, tamper with, or reverse engineer the Goods or Products; or
4. combine the Goods or Products with any other products.

16.3 Subject to the Copyright Act 1994 and the conditions therein, the Client agrees that they shall not in any way copy, modify, sell, reproduce, adapt, distribute, transmit, publish, or create derivative works from any part of the Services or Web Site without RAZOR’s prior consent in writing (including, but not limited to, RAZOR’s assets, advertisements, logos, images, underlying code elements, third-party code applications, or any part of the Web Site’s design or layout, etc.).

16.4 The Client hereby authorises RAZOR to utilise images of the Web Site designed or created by RAZOR in advertising, marketing, or competition material by RAZOR.

17. Confidentiality

17.1 Each party agrees to treat all information and ideas communicated to it by the other confidentially and agrees not to divulge it to any third party without the other party’s written consent. The parties will not copy any such information supplied and will either return it or destroy it (together with any copies thereof) on request of the other party.

18. Cancellation

18.1 RAZOR may cancel these terms and conditions or cancel delivery of Services at any time before the Services are delivered by giving written notice. RAZOR shall not be liable for any loss or damage arising from such cancellation.

18.2 At RAZOR’s sole discretion, the Client may cancel delivery of the Services. In the event that the Client cancels delivery of the Services, the Client shall be liable for any costs incurred by RAZOR up to the time of cancellation.

19. Default and Consequences of Default

19.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of ten percent (10%) per calendar month (and at RAZOR’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.

19.2 If the Client owes RAZOR any money, the Client shall indemnify RAZOR from and against all costs and disbursements incurred by RAZOR in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, RAZOR’s collection agency costs, and bank dishonour fees).

19.3 Without prejudice to any other remedies RAZOR may have if at any time the Client is in breach of any obligation (including those relating to payment, whether or not the payment is due to RAZOR), RAZOR may suspend or terminate the provision of Services to the Client, (this includes but is not restricted to, cancelling any content delivery, and disabling the Web Site, blocking or restricting public and Client access to the Web Site, or removing the Web Site from the web completely) and any of its other obligations under the terms and conditions. RAZOR will not be liable to the Client for any loss or damage (including loss of data) the Client suffers because RAZOR has exercised its rights under this clause.

19.4 Without prejudice to RAZOR’s other remedies at law, RAZOR shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled, and all amounts owing to RAZOR shall, whether or not due for payment, become immediately payable if:

1. any money payable to RAZOR becomes overdue, or in RAZOR’s opinion, the Client will be unable to make a payment when it falls due;
2. the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
3. a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.

20. Privacy Act 2020

20.1 RAZOR strictly follows the rules of the Privacy Act 2022 when collecting, holding and using the Client’s personal information.

20.2 In accordance with the Privacy Act 2020, RAZOR is an agency that collects, holds and uses the personal information of Clients.

20.3 According to the Privacy Act 2020, RAZOR has a responsible person for complying with Privacy Act 2020 – a privacy officer. You can contact the privacy officer via email: [email protected],

[MATTHEW REID

20.4 RAZOR collects only the information that RAZOR needs to provide the Services to the Client, no more data.

20.5 RAZOR collects all information directly from the Client only. If RAZOR needs to collect information from a third party’s source, RAZOR will additionally request from the Client.

20.6 RAZOR collects your information only with the purpose of providing the ordered/requested Services to the Client.

20.7 RAZOR stores the Client’s personal information securely in an encrypted format, and only employees with authorised access may have an access to processing and/or using such personal information.

20.8 The Client of RAZOR has the right to request confirmation that RAZOR collected the Client’s information and has the right to request access to the Client’s collected information via email mentioned in clause 19.3 of this Terms. RAZOR has twenty (20) working days for answers in each case.

20.9 The Client has the right to request to correct the personal information that was collected by RAZOR.

20.10. RAZOR has the right to check the Client’s personal data and has the right to confirm any approval documents and/or the Client’s identification.

20.11. RAZOR does not keep the Client’s personal information longer than RAZOR needs. The standard term for keeping the Client’s personal information is three (3) years.

20.12. RAZOR has the right to disclose personal information only if: (i) RAZOR has permission from the Client; (ii) RAZOR received a request from an authorised state authority.

21. General

21.1 The failure by RAZOR to enforce any provision of this Terms shall not be treated as a waiver of that provision, nor shall it affect RAZOR’s right to subsequently enforce that provision. If any provision of this Terms shall be invalid, void, illegal or unenforceable, the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

21.2 This Terms and any contract to which they apply shall be governed by the laws of New Zealand and are subject to the jurisdiction of the Pukekohe Court of Auckland, New Zealand.

21.3 RAZOR shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by RAZOR of these terms and conditions (alternatively, RAZOR’s liability shall be limited to damages which under no circumstances shall exceed the Price).

21.4 The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by RAZOR nor to withhold payment of any invoice because part of that invoice is in dispute.

21.5 RAZOR may license or sub-contract all or any part of its rights and obligations without the Client’s consent.

21.6 The Client agrees that RAZOR may amend this Terms at any time without previous notification for the Client. If RAZOR makes a change to this Terms, then that change will take effect from the date on which RAZOR notifies the Client of such change. The Client will be taken to have accepted such changes if the Client makes a further request for RAZOR to provide Services to the Client.

21.7 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other events beyond the reasonable control of either party.

21.8 The Client warrants that it has the power to enter into this Terms and into an agreement with RAZOR and has obtained all necessary authorisations to allow it to do so, it is not insolvent and that this agreement creates binding and valid legal obligations on it.

21.9 The Software is made available to the Client on an “as is” and “as available” basis, with the express understanding that RAZOR has no obligation to monitor, control, or vet the content or data appearing in the Software.

9.2. The Client uses the Software at his/her/their discretion and risk, and the Client takes full responsibility for the Client’s and/or end-user vehicle yourself.

9.3. RAZOR makes no claims or promises about the quality, accuracy, or reliability of the Software and expressly disclaims all warranties, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

9.4. RAZOR doesn’t offer and provide any physical products or property.

---

PART II: DEVELOPMENT OF THE WEB SITE

22. RAZOR’s Responsibilities

22.1 Upon acceptance of RAZOR’s quotation, and in accordance with this agreement, RAZOR will:

1. use its best endeavours to develop the Web Site in accordance with the Client’s instructions and specifications; and
2. to the extent specified in the Client’s instructions and specifications, negotiate and procure any third-party agreements on behalf of the Client.

22.2 RAZOR takes no responsibility for any blockages, firewalls, etc., that are not in the control of RAZOR that may be blocking the Client and/or other users from viewing the Web Site.

23. Client’s Responsibilities

23.1 The Client will, in addition to any other obligations expressed in this Terms, have the following responsibilities:

1. provision of all data to be incorporated into the Web Site;
2. provision of logos, designs, graphics and related materials to be incorporated into the Web Site; and
3. provision of any other information, ideas or suggestions which are to be expressly considered by RAZOR in developing the Web Site.

23.2 The Client will ensure that RAZOR is given such information and assistance as RAZOR reasonably requires to enable RAZOR to construct and maintain the Web Site.

23.3 It shall be the Client’s responsibility to ensure that any specific requirements they may have for mobile web browsers are included in the brief, as, unless otherwise specified therein, the choice of web browsers and technology used in the development of the Web Site shall be at the sole discretion of RAZOR. In the event, the Client requests additional work in order to meet any specific requirements for mobile web browsers after RAZOR has commenced work on the Web Site, shall be treated as a variation to the Price, and a strict estimation of further work required shall be submitted to the Client for approval before proceeding with the variation work.

23.4 RAZOR will not be responsible for, and accepts no liability for, any deficiency or alleged deficiency in the Web Site which is attributable to:

1. incorrect information provided by the Client, either pursuant to this clause or otherwise; or
2. failure by the Client to provide relevant information, either pursuant to this clause or otherwise; or
3. any third-party products and/or services used by RAZOR in the creation of the Web Site.

23.5 The Client acknowledges and agrees that RAZOR shall be entitled, at their sole discretion, to display on the Web Site a digital badge/link as an online representation of RAZOR’s association with the Web Site design, etc. and a marketing tool as per clause 16.4.

24. Additional Services

24.1 RAZOR agrees that there will be no charge in the preparation of the initial quotation (including but not limited to Client discussions and taking measurements), however, in the event the Clients require proofs, mock-ups, layouts, samples or dummies or printed, typewritten or other good copy and/or edits, this shall be invoiced at RAZOR’s hourly rate unless specified otherwise in the initial quotation. Therefore, this variation shall be detailed on the invoice as per clause 6.2 of this Terms.

23.2 All work carried out, whether experimentally or otherwise, at the Client’s request will be charged to the Client.

23.3 Any tabulated work and/or foreign language included in the job but not contained in the manuscript originally submitted for the purpose of estimating may be charged to the Client and shown as extras on the invoice.

23.4 Unless otherwise agreed, the Client shall bear the cost of fonts, colour proofs, or artwork specially bought at the Client’s request for the job.

23.5 Where the performance of any contract with the Client requires RAZOR to obtain products and/or services from a third party, the contract between RAZOR and the Client shall incorporate, and shall be subject to, the conditions of supply of such products and/or services to RAZOR, and the Client shall be liable for the cost in full including RAZOR’s margin of such products and/or services.

23.6 Whilst every effort will be taken by RAZOR to match virtual colours with physical colours, RAZOR will take no responsibility for any variation between virtual sale samples and either the virtual sale sample displayed on the Client’s computer and/or the final product. Should a physical sample be required, this will be provided on request by the Client and will be charged for as an extra and charged contra against the final invoice.

25. Proofreading

25.1 Whilst every care is taken by RAZOR to carry out the instructions of the Client, it is the Client’s responsibility to undertake final proofreading. RAZOR shall be under no liability whatever for any errors not corrected by the Client in the final proofreading. Should the Client’s alterations require additional proof, this shall be invoiced as an extra.

25.2 When style, type or layout is left to RAZOR’s judgement, and the Client makes further alterations, this will be invoiced as an extra.

26. Client’s Property and Materials

26.1 In the case of property and materials left with RAZOR without specific instructions, RAZOR shall be free to dispose of them at the end of twelve (12) months after his receiving them and to accept and retain the proceeds, if any, to cover his own costs in holding and handling them.

26.2 Where materials or equipment are supplied by the Client, RAZOR accepts no responsibility for imperfect work caused by defects in or unsuitability of such materials or equipment.

27. Maintenance

27.1 Subject to Clause 27.2, RAZOR will provide the Maintenance Services in accordance with the maintenance terms set out in RAZOR’s maintenance schedule.

27.2 The Client will procure all necessary authorisations, licences and consents to enable RAZOR to have access to the Web Site in order to provide the Maintenance Services.

28. Disclaimer for the projects “on hold”

28.1 If the Client puts the project “on hold” for a period of six (6) months or longer, RAZOR has the right to stop and cancel the said project at RAZOR’s sole discretion. In this case, re-quotation will be required at the point of resuming. Moreover, in this situation, RAZOR has the right to cancel the project on the basis of technology changes that would require an entirely new build to be started.

28.2 If the Client puts the project “on hold” for a period longer than twelve (12) months, RAZOR has the right to delete a such project from its system.

---

PART III: WEBSITE HOSTING

29. Web Site Hosting Services

29.1 Unless expressly included in the agreement, Hosting Services does not include the building or development of a Web Site.

29.2 RAZOR will, at its sole cost and expense:

1. install the Client’s content (including Web Site) on RAZOR’s webserver;
2. host the Web Site on RAZOR’s webserver;
3. ensure that from the “live date”:
   1. sufficient capacity is maintained on RAZOR’s webserver to enable users access to the Web Site in a timely manner;
   2. the Web Site is accessible to users in accordance with the agreed service levels (subject to reasonable downtime for server maintenance which has been notified to the Client prior to the commencement of the downtime or Maintenance in accordance with clause 29.2(d));
4. provide the Client with reasonable access to the Web Site to perform maintenance services.

29.3 RAZOR will not:

1. alter or amend, or permit any person to alter or amend the Web Site without the written consent of the Client;
2. post or display on the Web Site any advertisement, sponsorship or promotion without the written consent of the Client;
3. use any user data for marketing, referral or other purposes except as expressly authorised by this agreement;
4. sub-license, rent, time-share, lease, lend or grant any rights to use the Web Site; or
5. assign, transfer or authorise anyone else to exercise the rights in any licence granted pursuant to this agreement.

29.4 The Client acknowledges that RAZOR uses a third-party hosting provider, and whilst RAZOR will make best efforts to ensure that the Client receives continual and uninterrupted Services during the term of this agreement, RAZOR shall not be liable to the Client for damages resulting from or in relation to any failure or delay of RAZOR to provide Services under this agreement if such delays or failures (including downtime and/or crashes) are due to circumstances beyond our control. Such a failure or delay shall not constitute a default under this agreement.

30. Search Engine Optimisation (SEO)

30.1 Although RAZOR shall use their knowledge and experience to gain the best results possible, RAZOR gives no guarantee of the quality of visitors or the position/page rank or volume of visits to the Web Site.

31. Client’s Obligations

31.1 The Client will, at its sole cost and expense:

1. develop and maintain the Web Site;
2. provide the content to RAZOR, in such form as reasonably prescribed by RAZOR from time to time, and hereby grants RAZOR a non-exclusive, worldwide, irrevocable licence to use such content for the purposes of hosting the Web Site;
3. do all things reasonably necessary to enable RAZOR to host the Web Site on RAZOR’s webserver;
4. ensure that the content supplied to RAZOR does not contain:
   1. Prohibited Content;
   2. a link to any website that contains Prohibited Content; or
   3. any viruses, trojan horses, worms, time bombs or any other software program or routine designed for or capable of interfering with the operation of the Hosting Services.

31.2 The Client will not do anything that prevents or hinders RAZOR from providing hosting services to any other person

---

PART IV: MARKETING SERVICES

32. Marketing Services

32.1 RAZOR provides the following Marketing Services for Clients:

1. Digital Ads (Facebook, LinkedIn, Google);
2. Social media marketing (Facebook, TikTok, LinkedIn, Instagram);
3. Email marketing;
4. Search Engine Optimisation;
5. Marketing planning and strategy;
6. Copywriting;
7. Photography and Videography.

33. Warranties

33.1 RAZOR does not guarantee results for online advertising and is not responsible for the Client’s expectations.

33.2 RAZOR keeps the files and materials that are results of the provided Services for a maximum of two (2) months after the completion of the project.

33.3 The Client has the right to request the deletion of his/her/their personal information from RAZOR’s storage.

34. Termination

34.1 Termination of the agreement and cancellation of the Services earlier than the End Date of the agreement or estimated date of delivery mentioned by RAZOR will incur the fine in the total amount of fifty percent (50%) of the remaining management fees expected from such cooperation or agreement.

35. Payment disclaimer for Marketing Services

35.1 If providing Marketing Services needs and additional expenses, the Client must provide his/her payment details and/or his/her payment method for such type of advertising.

35.2 Alternatively to clause 35.1, RAZOR can cover expenses for the Client, but it will incur a fifteen (15%) surcharge on the total additional expenses. In this case, it will be invoiced on a monthly basis due to the 20th date of the following month.