Parties:

This contract is made by and between XYZ COMPANY LIMITED, hereafter referred to as “XYZ” and KeyLine Graphics for the purpose of developing and maintaining a web site.

Relationship:

KeyLine Graphics is acting as an independent contractor, and is not acting as an employee of XYZ.

Disclaimer:

KeyLine Graphics is not responsible for damages of any kind.

Copyrights:

XYZ hereby unconditionally guarantees that all text, graphics, photos, trademarks, designs and any other materials provided to KeyLine Graphics are either owned by XYZ or used by permission of the owners of the said materials. XYZ agrees to hold harmless, protect and defend KeyLine Graphics from any claim or suit arising from the use of these materials. Similarly, KeyLine Graphics warrants that all graphics, source code and text used in the construction of the web site are either owned by KeyLine Graphics or used with permission.

Web Site Copyright:

Copyright to all web pages in the XYZ web site, including custom graphics and design layout, is held by KeyLine Graphics. Rights to photos, graphics, source code, work-up files, and computer programs are specifically not transferred to XYZ, and remain the property of their respective owners. Materials not originally created by KeyLine Graphics remain the property of their owners and shall be for XYZ’s use only.

Maintenance:

KeyLine Graphics will continue to update and maintain the XYZ web site as and when requested or as KeyLine Graphics deems necessary including alterations to source code and design layout.

Provision of Passwords:

KeyLine Graphics will provide XYZ with the access password to the XYZ web site. This password is supplied for XYZ’s knowledge only. In the event that XYZ makes any changes to its web site by the use of these passwords, KeyLine Graphics shall have no liability to XYZ for any loss, damage, costs, expenses or other claims for compensation arising from such changes or other fault of XYZ. Any costs associated with correcting or repairing the XYZ web site will be the responsibility of XYZ.

Agreement:

This agreement refers only to the design and ongoing maintenance of the XYZ web site. All other terms and conditions are as contained in the KeyLine Graphics “Terms & Practices”.

The term of this agreement shall be for a period of two (2) years after both parties sign this contract. The minimum period for the provision of this service is from the date of acceptance, each further period of two (2) years shall be termed as renewal unless either party gives a minimum of three months (written) notice to the other party.

KeyLine Graphics shall not be liable to XYZ or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of KeyLine Graphics obligations in relation to the service, if the delay or failure was due to any cause beyond KeyLine Graphics reasonable control.

All information, mail messages and other data stored on KeyLine Graphics equipment is treated as private and solely the property of XYZ at all times and will not be duplicated, copied, reproduced or viewed publicly in any way except with express or implied permission of XYZ and/or for the purposes of KeyLine Graphics back-up routines and/or providing XYZ with its support services.

KeyLine Graphics may reject any material that in its estimation may be deemed offensive or objectionable.

ACCEPTANCE OF TERMS

The Conditions set out are the only terms on which KeyLine Graphics is prepared to provide XYZ with services provided.

These Conditions shall apply to all contracts.

KeyLine Graphics reserves the right to review and revise these conditions from time to time without prior notice and, by using the services subsequent to any revision of these conditions, XYZ agrees to be bound by such changes.

PAYMENT AND ACCOUNTS

The Customer will pay KeyLine Graphics for all goods supplied, or any other monies due hereunder, on the 20th of the month following delivery or demand as the case may be. A deposit will be required for work undertaken on all new SOLE TRADER accounts. This deposit will be a sum equivalent to 50% of the quoted price.

In the event of the Customer failing to make payment in accordance with these Terms and Conditions, the Customer will pay interest on all monies due at 2% above the overdraft charged to KeyLine Graphics by its banker together with all costs (including solicitors fees) incurred by KeyLine Graphics in recovery or attempted recovery of any monies due.

The Customer shall pay the above sums without deduction, set off (both at common law or in equity), or counterclaim of any kind.

PRICING/STANDARDS

The price at which KeyLine Graphics will supply goods to the Customer and the standards and specifications to which such goods have been designed and or printed shall be those quoted in writing or as shown on its web-site www.keylinegraphics.co.nz at the time the Customer places its order.

Any variation to the above must be in writing and signed by both KeyLine Graphics and the Customer.

The Customer acknowledges that it has read and understood and agrees to the pricing, specifications and standards provided.

DELIVERY

KeyLine Graphics shall not be responsible or liable in any way to the Customer for delay or default in delivery of an order.

RISK AND RESERVATION OF TITLE

The risk in any goods supplied by KeyLine Graphics shall pass to the Customer on delivery of the goods.

Title and property to any goods supplied to the Customer by KeyLine Graphics shall remain with KeyLine Graphics until the Customer has paid in full for the goods supplied.

The Customer shall hold on trust for KeyLine Graphics any goods supplied to the Customer by KeyLine Graphics which goods have not been paid for in full, as bailee of KeyLine Graphics.

The Customer shall without cost to KeyLine Graphics store any goods supplied by KeyLine Graphics for which full payment has not been made separately from other goods in the possession of the Customer, and shall clearly distinguish and identify such goods as KeyLine Graphics’s goods.

The Customer agrees that KeyLine Graphics rights in respect of the goods (and proceeds of the same) continue in respect of any goods with which the goods supplied become part of or are co-mingled with and extend further to include any moneys wherever held which are the proceeds of any sale of the goods supplied prior to full payment being made in respect of the same by the Customer to KeyLine Graphics.

Where the Customer has received payment for goods, but has not yet paid KeyLine Graphics for the same, the Customer shall receive and hold all such proceeds of sale in a separate account as a trustee for KeyLine Graphics.

The Customer irrevocably grants KeyLine Graphics, by its officers, servants and agents, leave and licence to enter into and, if necessary, break into any building occupied by the Customer, where the goods supplied pursuant to the Terms and Conditions may be supposed to be, and as agent of the Customer without notice, enter upon any other land or premises to search for and take possession of the goods without being liable to the Customer or any other person claiming under the Customer for so doing. KeyLine Graphics shall incur no liability to the Customer arising from the repossession of the goods. The Customer shall be liable for all costs, expenses and charges incurred by KeyLine Graphics in effecting repossession as aforesaid.

The Customer shall not charge the goods in any way nor give any interest in the goods while they remain in the property of KeyLine Graphics.

The Customer shall insure and keep insured the goods to the full price payable against all risks until all payment in full for the goods has been received by KeyLine Graphics.

The foregoing provisions shall not entitle the Customer to return the goods without demand by KeyLine Graphics.

The Customer agrees that the provisions herein constitute a Security Interest in Personal Property (as those terms are defined in the Personal Property Securities Act 1999 (“PPSA”)) in respect of which KeyLine Graphics may register a financing statement on the Personal Property Securities Register.

The Customer hereby waives its rights contained in sections 116, 119, 120(2), 121, 125, 126, 127, 129, 131, and 132 of the PPSA.

RETURN OF GOODS

The Customer shall not be entitled to return any goods supplied by the Supplier except in the event that it has obtained the written agreement of KeyLine Graphics to do so.

In the event that KeyLine Graphics gives its agreement to the return of goods supplied, it shall be a term of such agreement that the Customer will pay all reasonable costs incurred by KeyLine Graphics.

QUOTATIONS

KeyLine Graphics shall be entitled to add to any quotation given all increases notified to KeyLine Graphics including, but not limited, to increases:

Due to tariffs, duties, imports or other Government charges imposed on goods supplied.

Due to overseas freight charges.

Due to exchange rate fluctuations.

By any other supplier after the date of quotation.

ADDRESS FOR SERVICE OF NOTICES

Any notice given by KeyLine Graphics to the Customer may be served by KeyLine Graphics posting such notice to the Customer’s registered office or place of business set out in the Account Application completed by the Customer.

TERMINATION

If any one or more of the events set out in the subparagraphs below of this clause occur, KeyLine Graphics shall be entitled to terminate supply and cancel its agreement with the Customer:

The Customer becomes insolvent, bankrupt, or mentally incapable, makes an arrangement with creditors, or has a Receiver appointed.

Ownership or effective control is transferred or the nature of the Customer’s business changes materially.

The Customer fails to pay any amount payable to KeyLine Graphics when due.

The Customer is in breach of any of these terms or any other terms of supply which are notified by KeyLine Graphics.

In KeyLine Graphics’s opinion the Customer is likely to be unable to meet payment obligations to KeyLine Graphics.

On termination, all amounts outstanding to KeyLine Graphics shall become immediately payable.

SECURITY

Upon the happening of any one or more of the events set out in clause 10 above, the Customer will forthwith upon demand give and execute in favour of KeyLine Graphics or its assigns a good registerable memorandum of mortgage over land owned by the Customer to secure payment of all monies due to KeyLine Graphics.

The said mortgage shall be in such form and contain such covenants, conditions, provisions and powers as are usually inserted in mortgages of land by solicitors practicing in Christchurch, New Zealand.

In the event the Customer fails to provide such mortgage, the Customer hereby irrevocably appoints KeyLine Graphics as it’s attorney for the purposes of executing and registering the said mortgage.

PRIVACY ACT 1993

The Customer confirms that KeyLine Graphics may make enquires about the Customer considered necessary by KeyLine Graphics and may obtain from the Creditor named referees, credit reporting/credit rating agencies, financial institutions or trade organisations any additional information that KeyLine Graphics considers necessary for these purposes and the Customer authorises such information to be provided to KeyLine Graphics.

The Customer agrees that the provision by KeyLine Graphics of the Application for Supply of Goods signed by the Customer shall be sufficient authority for a person or organisation to provide KeyLine Graphics with the information requested.

Nothing in this section will or is intended to prevent KeyLine Graphics providing information to third parties pursuant to section 173 of the Personal Property Securities Act 1999.

VARIATION OF TERMS

These terms may be varied by KeyLine Graphics giving notice in writing and/or publishing such variations on the KeyLine Graphics website. Any supply of goods after such notification or publication shall be on the terms as varied.

Aimed at individuals & sports clubs (non profit) who have a limited budget and require a starting point.

It comprises:

5 top-level pages, linked to one another, in your colour scheme and your preferred style with 5 photographs,

Cost:

Private Individuals & Sports Clubs: NZ$700.00 (Seven Hundred New Zealand Dollars) half payable in advance, half upon completion

Business Customers NZ$900.00 (Nine Hundred New Zealand Dollars) half payable in advance, half upon completion

Domain name registration and web hosting are not included in these prices.

Estimated production time: 2 weeks from the time you give us the requested information.

Frequently Asked Questions about The Starter Package

What do I get for my money?

Unlike some of our competitors, we do not use "pre-built" designs or templates. We professionally design and custom build your web site from the ground up. Your web site will be unique and built exclusively to your requirements.

You will get:

Five top level pages. This is a good number to start with. You might have the following:

• Home page
• About you or your company
• List of services, with details
• Contact page
• One other page of your choice

You tell us what you want the pages to be titled, then we put those names on the navigation links or buttons. The links are usually buttons along the side or across the top that let you jump from one page to another.

While we don't encourage lots of large graphics, we do know you'll want your logo and a few product or staff photographs. We don't limit the graphics you put on, but we do make recommendations that make sense to your target audience.

We ask you to look around and find other sites whose style you like. Then we take the colour scheme you use on your other marketing materials and apply them to your site.

Because of this individual attention, sites created by KeyLine Graphics don't look like they came out of a cookie cutter.

We keep our prices low by cutting out a lot of the time and expense involved in sales visits etc. Instead of us coming to you with our sales pitch of how "great we are", you simply visit our site, look at our recent work and judge for yourself.

What about Domain Name Registration:

If you don't already have a domain name registered, click on the link below where you can register your domain name yourself. Alternatively, we can do this for you.

Once my site is up and running, can I maintain and update the site myself?

We strongly recommend that you let us do it for you. However, yes we can design the site in such a way so as to allow you to manage the site from your home or office using readily available software.

Completion time:

2 weeks from the time you give us the requested information but often a lot less.

We love creating web sites. But we need pieces of information from you in order to do that. If you have graphics you want to use, we'll depend on you to get them to us. Alternatively we can design them for you. The same with photographs, you can either supply them as prints or digital or we can take them for you. In short, we are in a partnership to get your site up as quickly as possible. How fast it goes depends on you. But we'll guarantee we'll have it finished within 2 weeks after you give us the last of the required information.

The full package is a service provided to organisations that require a web site created from scratch with multiple pages, forms, java, flash and other more advanced features such as an on-line credit card payment facility.

Because of the range of services possible, each project will be quoted individually. For information on prices please go to our Web Site Price Calculator or email us for further information.

Frequently Asked Questions about The Full Package

What do I get for my money?

Unlike some of our competitors, we do not use "pre-built" designs or templates. We professionally design and custom build your web site from the ground up. Your web site will be unique and built exclusively to your requirements.

How do I know that I will get the service and quality I expect?

We put our design skills out in the public arena for your scrutiny. You will find a small selection of the web sites we have designed shown on our "Web Site Design" page.

We are more than happy to sit down with you to discuss your requirements and will gladly put you in touch with some of our customers so that you can ask them whether they are happy with the level of service they receive.

How many pages will I get?

We don't really quote based on the number of pages, rather we focus on the amount of content. Because each site is unique, we are very flexible to your specific content requirements.

What about on-line credit card transactions or interactive user submittable forms?

We can build any number of forms into your web site and offer both 'secure' and 'nonsecure' options for on-line credit card transactions.

What about Domain Name Registration:

If you don't already have a domain name registered, click on the link below where you can register your domain name yourself. Alternatively, we can do this for you.

In what format do you require our content material?

Text content can be supplied hand-written, typed, on disk or via e-mail. Your graphic content will almost always require some editing on your behalf so as to maximize quality, impact and download speed. We can accept your graphic content in virtually any form including photographs, slides and brochures. You can send your content material to us or we can arrange to collect it from you.

Once my site is up and running, can I maintain and update the site myself?

We strongly recommend that you let us do it for you. However, yes we can design the site in such a way so as to allow you to manage the site from your home or office using readily available software.

How long does the whole process take?

Once we receive your content material, we aim to have an initial draft up and running within about 2 weeks. However, we can almost always meet an earlier deadline if required.