1. Parties and agreement
These Terms of Service (“Terms”) form a binding agreement between Online in No Time, operated by Ilja Kornyshev (sole trader), Auckland, New Zealand (“we”, “us”, “our”) and the person or entity engaging our services (“you”, “the client”).
By accepting a written quote, paying a deposit, or instructing us to commence work, you confirm that you have read, understood, and agree to these Terms in full. Where services are acquired for business purposes, the Consumer Guarantees Act 1993 is excluded to the fullest extent permitted by section 2(1) of that Act, provided both parties are in trade and agree in writing.
2. Scope of services and quotes
All services are scoped and priced in a written quote issued before work begins. The quote sets out the deliverables, inclusions, number of revision rounds, and estimated timeline. The quote is valid for 14 days from the date of issue.
No work will commence until the quote has been accepted in writing (including by email) and the required deposit has been received. We reserve the right to decline any project at our sole discretion, including after a consultation, without obligation to provide reasons.
Any change to the agreed scope requested by the client after work has commenced must be agreed in writing. Additional work outside the original scope will be quoted and charged separately before being carried out.
3. Payment
A non-refundable deposit of 50% of the total project fee is payable before work commences. This deposit compensates us for time and resources committed to your project from commencement. The remaining balance is due upon our notification that the website is complete and ready to go live, and before the site is published or files are transferred to you.
Payment is accepted by bank transfer to the account details shown on your invoice. Invoices are due within 7 days of issue. If payment is not received within 14 days of the due date, we reserve the right to suspend all work, withhold completed deliverables, and charge interest on the overdue amount at a rate of 5% per annum from the due date until payment is made.
We retain ownership of all work product, including design files and website code, until full payment has been received. The website will not be published or transferred until all outstanding amounts have been paid in full.
4. Revisions
Each package includes a specified number of revision rounds as set out in the quote. A revision round is defined as a single consolidated set of feedback submitted in one communication, addressed in one round of changes. We are not obliged to process feedback submitted in multiple separate communications as a single revision round.
Revisions must be requested within 14 days of us delivering the relevant version for review. Feedback not received within this timeframe may be treated as acceptance of that version.
Additional revisions beyond the included allowance will be charged at our current hourly rate, which will be communicated to you in advance. No additional revision work will be carried out until a written estimate has been accepted and, where applicable, payment received.
5. Client responsibilities
You are solely responsible for providing all content required for your website in a timely manner, including text, images, logos, and any other materials. You warrant that all content you supply is accurate, lawful, and does not infringe the intellectual property, privacy, or other rights of any third party. We are not responsible for verifying the accuracy or legality of client-supplied content.
You agree to respond to requests for content, feedback, and approvals within a reasonable timeframe. If the project is delayed by more than 30 days due to inaction or non-supply of content by the client, we reserve the right to place the project on hold. If the project remains on hold for more than 60 days due to the client’s inaction, we reserve the right to treat the project as abandoned, invoice for all work completed to that point at our standard rate, and retain the deposit already paid.
You are responsible for reviewing all deliverables carefully and notifying us of any errors or omissions within the applicable revision window. Once a version has been approved (or deemed approved due to non-response), we are not liable for correcting issues that were present at the time of approval unless they resulted from our error.
6. Intellectual property
Upon receipt of full and final payment, ownership of the custom design and written content produced by us for your website transfers to you. Until full payment is received, we retain all intellectual property rights in the work product.
We retain the right to display the completed website in our portfolio, on our website, and in our marketing materials as an example of our work. If you wish to exclude this right, you must notify us in writing before the project is completed. A written agreement to exclude portfolio use may incur an additional fee.
Third-party components incorporated into your website (including open-source code, fonts, plugins, or stock images) remain subject to their respective licences. We will inform you of any material third-party licences applicable to your project. You are responsible for complying with those licences after delivery.
You warrant that you have the right to use all content you supply to us, including any logos, photographs, and text. You indemnify us against any claim, loss, or liability arising from your breach of third-party intellectual property rights.
7. Domain registration and hosting
Where we register a domain name on your behalf, the domain is registered in your name and you retain full legal ownership at all times. Domain registration and renewal fees are charged separately and at cost.
We act as technical contact solely for the purpose of managing DNS and hosting configuration. We are not liable for domain registration or renewal failures caused by incorrect information provided by the client, or by the policies or systems of the domain registrar.
We are not liable for downtime, data loss, or service interruptions caused by third-party hosting providers, domain registrars, or infrastructure outside our control.
8. Website Care Plan
The Website Care Plan is provided on a rolling monthly basis. Either party may cancel by giving 30 days’ written notice by email to the address on record. Upon cancellation and receipt of all outstanding payments, we will provide your website files and assist with transferring domain management within a reasonable timeframe.
The care plan covers the inclusions specified at the time of sign-up. It does not cover major redesigns, new page development beyond any included allowance, changes requiring third-party software, or emergency recovery caused by client error or third-party breach. These will be quoted separately.
We will make reasonable efforts to maintain uptime and address issues promptly, but do not guarantee 100% uptime. We are not liable for downtime or data loss caused by hosting providers, cyberattacks, or other events outside our reasonable control.
9. Acceptable use
You agree not to use our services to create, publish, or distribute content that is unlawful, defamatory, threatening, obscene, fraudulent, or in breach of any applicable New Zealand law, including the Fair Trading Act 1986, the Harmful Digital Communications Act 2015, or the Human Rights Act 1993.
We reserve the right to immediately suspend or terminate services, without refund, if we become aware that the website is being used in breach of this clause or any applicable law.
10. Consumer Guarantees Act 1993
Where you acquire our services as a consumer (that is, for personal rather than business use), nothing in these Terms limits or excludes your rights under the Consumer Guarantees Act 1993. Our services are guaranteed to be carried out with reasonable care and skill, within a reasonable time, and to be fit for purpose.
If we fail to meet these guarantees and the failure can be remedied, we will remedy it at no extra charge within a reasonable time. If the failure cannot be remedied or is of a substantial character, you may be entitled to cancel the contract and receive a refund for services not yet performed.
11. Limitation of liability
To the maximum extent permitted by applicable law (including the Consumer Guarantees Act 1993 where it applies), our total cumulative liability to you in connection with any project or service is limited to the total fees paid by you to us in the 12 months preceding the event giving rise to the claim.
We are not liable for any indirect, consequential, special, punitive, or exemplary loss or damage, including loss of profit, loss of revenue, loss of data, loss of business opportunity, or reputational damage, whether arising in contract, tort, equity, or otherwise, even if we have been advised of the possibility of such loss.
We are not liable for the performance, security, or availability of third-party services, platforms, or infrastructure used in connection with your website, including hosting providers, domain registrars, form processors, or analytics services.
Nothing in these Terms excludes liability that cannot lawfully be excluded under New Zealand law.
12. Indemnity
You agree to indemnify, defend, and hold harmless Online in No Time and Ilja Kornyshev from and against any claim, liability, loss, cost, or expense (including reasonable legal fees) arising from: (a) your breach of these Terms; (b) content you have supplied that infringes a third party’s rights or breaches any law; or (c) your use of the completed website in a manner that causes harm to a third party.
13. Force majeure
We are not liable for any delay or failure to perform our obligations where such delay or failure results from circumstances beyond our reasonable control, including illness, natural disaster, internet or infrastructure outages, acts of government, or other events outside our reasonable control. We will notify you as soon as practicable in such circumstances and will resume performance as soon as reasonably possible.
14. Confidentiality
Each party agrees to keep confidential any information disclosed by the other party that is identified as confidential or that a reasonable person would understand to be confidential in the circumstances. This clause does not apply to information that is publicly available, already known to the receiving party, or required to be disclosed by law.
15. Termination
Either party may terminate a project by giving written notice if the other party is in material breach of these Terms and fails to remedy that breach within 14 days of written notice requiring it to do so.
If you terminate a project without cause after work has commenced, the deposit is non-refundable and we reserve the right to invoice for all work completed to the date of termination at our standard rate. If we terminate a project due to your breach, the same applies.
If we terminate a project without cause (other than for breach by you), we will refund any portion of fees paid that corresponds to work not yet performed.
16. Disputes
If a dispute arises, please contact us first at ilja.kornyshev@gmail.com so we can attempt to resolve the matter informally. If the dispute is not resolved within 20 working days of written notice, either party may refer the matter to mediation or, where applicable, to the New Zealand Disputes Tribunal or other appropriate resolution process.
17. Governing law and jurisdiction
These Terms are governed by and construed in accordance with the laws of New Zealand. The parties submit to the exclusive jurisdiction of the New Zealand courts.
18. General
If any provision of these Terms is found to be invalid or unenforceable, that provision will be severed and the remaining provisions will continue in full force. Our failure to enforce any provision of these Terms does not constitute a waiver of our right to enforce it in the future. These Terms, together with the applicable quote, constitute the entire agreement between the parties in respect of the services and supersede all prior discussions and representations.
