Master Services Agreement

Last updated: 11 May 2026 · Effective from: 10 June 2026

Current Hourly Rate

When we refer to our "hourly rate," it means the rate in place at the time you request work, not when this Agreement was signed. We'll let you know our current rate on request.

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Availability & Communication

• Standard hours: Monday to Thursday 9:00 am to 5:00 pm, Friday 9:00 am to 1:00 pm (NZ time).
• Usual response time: within one business day. Clients on Care Plans receive priority.
• Approved channels: email and our support portal. We don't track or respond to project requests sent via text, social media, or personal messaging apps.

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Proposal of Services

The Proposal of Services (or Statement of Work) describes deliverables, specifications, and fees. Additional services can be added via a new or amended Proposal. If there's a conflict, the Proposal governs scope and fee; this Agreement governs everything else.

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Timeframes & Project Queue

We'll provide an estimated timeline based on scope and resources. Unless we agree otherwise in writing, time is not "of the essence." We place projects in our queue once the deposit is received and start when your project reaches the front of the queue.

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Delayed, Suspended & Abandoned Projects

• Delayed: If we're waiting more than 5 business days for assets/approvals, we may move your project to the back of our queue.
• Suspended: If we're waiting more than 45 days (without reasonable cause), we may suspend the project and invoice the remaining balance, due on receipt. To reactivate, you must provide the outstanding items and pay the balance.
• Abandoned: If we're waiting more than 90 days, the project may be deemed abandoned and any monies paid forfeited.
• If a website project isn't completed within 60 days from the start of Phase One due to client-caused delays, we may begin charging website management fees (as set out in the Proposal).

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Rush Projects

Urgent delivery (overtime, weekends, fast-tracking) may attract a rush fee (typically +50%) to cover the extra cost of meeting compressed timelines.

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Change Budget (Optional)

If your Proposal includes a Change Budget, it can be used for approved changes to scope or previously approved items. We'll provide a supplement to scope and costs; approved changes are payable immediately or on the final invoice (at our discretion).

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Payment

• Currency & GST: Unless your Proposal of Services states otherwise, prices are in NZD and subject to NZ GST. For overseas business clients we may invoice in another currency (for example, USD or AUD), and services exported outside New Zealand may be zero‑rated for NZ GST in accordance with NZ tax law.
• Terms: Unless agreed otherwise, invoices are due within 10 business days.
• Deposits: Deposits are non‑refundable. Paying a deposit confirms acceptance of this Agreement.
• Methods: Bank transfer, credit/debit card, or direct debit. (We don't accept cheques.)
• Late payment: If an invoice is unpaid after 30 days, we may pause services (including hosting) until accounts are current. Interest of 5% per month may apply. You're responsible for any collection and legal costs.
• Expenses: Stock images, premium plugins, fonts/licences, and other third‑party costs are additional unless your Proposal states otherwise.

Standard payment schedule. Unless your Proposal of Services sets out a different schedule, our standard website project payment terms are:

• 50% of the project fee as a non‑refundable deposit on signing this Agreement and the Proposal of Services.
• 25% due 30 days after signing.
• 25% (plus any Change Budget used) due at website launch, or 60 days after signing, whichever comes first.

The project must be paid in full, including any Change Budget used, before launch. For larger projects we may set additional milestone payments, which will be set out in the Proposal of Services.

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Termination & Refunds

Either party may terminate this Agreement on five (5) business days' written notice for any reason, or immediately if the other party materially breaches the Agreement and does not remedy the breach within 30 days of written notice.

If you terminate after paying a deposit, the deposit is non‑refundable. If you terminate after Phase Three (Development) has begun, you remain liable for the full project fee set out in the Proposal of Services.

If we terminate the project, we will estimate the percentage of scope completed. Where the percentage completed is less than the percentage paid, we'll refund the difference. Where more has been completed than paid, the balance is due on invoice. Project assets (the website, custom graphics, etc.) are released to you once your account reaches a zero balance.

We may also refuse, restrict, or discontinue services to any client at our discretion.

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Intellectual Property Rights (including AI)

• You own the text, images, and other content you provide to us.
• When you've paid in full, you own the graphics and visual elements we create for your project.
• We retain ownership of our pre‑existing and general assets (including code snippets, frameworks, processes, and know‑how). We grant you a licence to use these as part of your project.
• We may use AI tools (e.g., for text, images, design concepts, or code). AI content can contain inaccuracies or resemble third‑party material. You accept those risks when approving deliverables. If you supply AI content, you warrant you have all rights and approvals needed.

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Our Website Creation Process

Phase One, Content: You provide content and brand assets (we'll guide you with templates).

Phase Two, Concept: We create and refine the design direction.

Phase Three, Development: We build the site and functionality.

Phase Four, Revisions: You request minor changes; material scope changes may be chargeable.

Phase Five, Launch: We launch when final payment is received. (Propagation can take 24+ hours.)

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Compatibility

We test on current versions of Chrome, Safari, Edge, and Firefox, and on current Safari/Chrome on iOS/Android. Older browsers or special environments are excluded unless agreed (additional fees may apply).

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Theme/Plugin Licences & Updates

• Some premium themes/plugins require ongoing licences. If covered by our developer licence or Care Plan, we'll maintain them while you remain active on that plan.
• If not covered, you're responsible for renewals. Non‑renewal can affect functionality and security.

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Changes After Launch

The design/build project ends at launch.

30‑day bug warranty. For 30 days after launch we'll fix any genuine pre‑existing bug in our work at no extra charge. A pre‑existing bug means an error in the code or programming we provided that existed before launch and affects the site's operation or appearance. The warranty does not cover content edits, new feature requests, changes made by you or a third party after launch, third‑party platform/browser/plugin changes, or hack or compromise events. Clients on an active Care Plan have an equivalent bug warranty for as long as they remain on the plan.

Outside the 30‑day warranty (or for clients not on a Care Plan), post‑launch changes are billable at our current hourly rate. Examples include: issues following third‑party changes; compatibility after platform/browser updates; adding new features; undoing changes made by others; hack recovery; or reversing plugin/setting changes that affect backups, security, or performance.

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Third‑Party Assets (Supplied Content)

If you supply images, fonts, copy, video, or other assets, you confirm you have the right to use them and to grant us permission to use them for your project. You'll cover us for third‑party claims if this isn't the case. Where we source stock or third‑party assets, we'll follow the relevant licences and pass through costs with your approval.

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Website Hosting (Primary approach)

Our pricing generally assumes you'll use our Website Care Plan, which includes hosting that fits our management workflow. We target 99.9% uptime per billing cycle. Scheduled maintenance (announced in advance) is excluded from uptime measures. If the service level isn't met, you may request a pro‑rated service credit for that cycle.

Third‑party hosting: If you prefer other hosting, we make no promises about that provider's performance, support, reliability, or security. Any issues we deem related to third‑party hosting are billable at our current hourly rate.

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Cloud Services & Infrastructure

We may configure or recommend third‑party cloud services (e.g., CDN, DNS, WAF, security or performance tools). These providers operate under their own terms, SLAs, and pricing. We don't warrant their performance or availability. If a provider issue requires investigation or remediation, our time may be billable unless covered by an active Care Plan. You're responsible for keeping any required subscriptions active unless the Proposal states otherwise.

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Website Management Services (Summary)

Backups, updates, security measures, plugin compatibility work, and reporting are covered by our Care Plans. Details (including restore limits for user errors) are set out in our Managed WordPress Hosting & Support Agreement. If you opt out of a Care Plan, you're responsible for backups, updates, and security.

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Website Editing & Administrator Access

We can provide editor‑level access for routine updates. If you request administrator access, you acknowledge it grants full control (including installing/updating/removing code and plugins) and carries risk. You're responsible for any issues caused by use of admin access (by you or anyone you authorise). Repairs required due to admin‑level changes are outside your Care Plan and billable at our hourly rate.

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Security

• We apply reasonable security measures and use reputable tools. No system is hack‑proof.
• Your security responsibilities: keep devices patched; use supported browsers; use strong, unique passwords; avoid logging in over public Wi‑Fi; ensure anyone with access follows the same practices.
• If a breach occurs: we'll notify you when we become aware and restore the most recent clean backup available. Beyond restoration, we don't accept further liability for breach impacts. Additional investigation/reporting is billable.

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Cyber Liability Insurance (Recommendation)

Maintaining a website carries cyber risk (breach, data loss, downtime). We strongly recommend you maintain suitable cyber liability insurance for your own business. Our insurance (if any) does not cover your losses.

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Third‑Party Services, Integrations & Dependencies

Your site may rely on third‑party tools (e.g., DNS, payment gateways, email marketing, transactional email, CRM, scheduling, SaaS). Those services are outside our control and may change, break, or be withdrawn. Where changes affect your site, we'll advise options. Work to reconfigure or replace integrations may be covered by a Care Plan or billed at our hourly rate (as applicable). You're responsible for required subscriptions/licences unless stated otherwise in the Proposal.

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Search Engine Optimisation (SEO)

We build in a search‑friendly way and ensure your site can be indexed at launch. Rankings and placements are outside our control and are not guaranteed.

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Accessibility & Compliance

Accessibility is not currently a legal requirement for private New Zealand websites. It is required for NZ Government agencies under the NZ Government Web Standards (DIA), and may apply to your business if your audience extends overseas (for example, WCAG 2.1 AA under the European Accessibility Act, or the ADA in the United States).

We use sensible accessibility practices on every site we build, including semantic markup, considered colour contrast, keyboard navigation, and alt text where supplied. We'll do our best to make the site as accessible as we reasonably can within the agreed scope. We do not, however, guarantee conformance with any specific standard (WCAG, ADA, EAA, or sector regulations) unless that conformance is listed in the Proposal of Services and scoped accordingly. Full conformance generally requires user testing, ongoing audits, and authoring discipline that sit beyond a standard build.

It is your responsibility to:

• Tell us in writing, before the project starts, if a specific accessibility standard applies to your business or audience.
• Maintain accessibility compliance after launch as content is added or changed.
• Indemnify and hold us harmless from accessibility‑related claims, except where a breach results directly from work we explicitly agreed in writing to deliver to a defined accessibility standard.

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Artificial Intelligence (AI) Generated Content

We may use reputable AI tools to assist with copy, imagery, design concepts, or code. AI outputs can include inaccuracies, bias, or similarities to third‑party material, and are not independently verified for legal compliance. You are responsible for reviewing and approving deliverables before publication and for replacing any AI content you consider unsuitable. If you supply AI content, you warrant you have secured all necessary rights and approvals.

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User‑Generated Content

If your site allows users/members/customers to submit content (e.g., forums, directories, LMS, reviews, comments), you're solely responsible for that content and for moderation/oversight unless expressly included in scope. You agree to indemnify and hold us harmless from claims arising from user‑generated content. Where unlawful content is hosted on infrastructure we control, we may remove it and/or notify law enforcement at our discretion.

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Legal Pages, Privacy & Data Protection

Most websites need Terms of Use, a Privacy Policy, cookie notices, and other legal pages. We are not lawyers and do not give legal advice. You are responsible for determining which laws and regulations apply to your website, business, and audience, including but not limited to:

• The New Zealand Privacy Act 2020, including the Information Privacy Principles and the mandatory breach notification duty to the Office of the Privacy Commissioner where a breach is likely to cause serious harm.
• The EU General Data Protection Regulation (GDPR) or UK GDPR, if you offer goods or services to, or monitor, individuals in those territories.
• The Australian Privacy Act, if you trade with or hold information about Australian customers.
• Any other regional or sector‑specific privacy laws that apply to you (for example, CCPA/CPRA in California, or HIPAA in the United States healthcare sector).

You must tell us in writing before the project begins, or before launching new functionality, if any of these regimes apply, so we can scope appropriate technical measures. We make no warranty that the website complies with any privacy or data‑protection regime unless that compliance is listed in the Proposal of Services.

If we add legal pages you supply, or templates we suggest, you remain solely responsible for their accuracy and legal sufficiency. We strongly recommend having all legal pages reviewed by your own lawyer.

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Security Breach Notification

If a personal‑information breach involving the website occurs, we'll notify you as soon as we become aware. Beyond restoring the most recent clean backup that predates the breach (as set out under Security), you are responsible for fulfilling any notification obligations to the Office of the Privacy Commissioner, affected individuals, or overseas regulators. We do not provide legal advice on breach notification, and we are not liable for your failure to notify under any applicable law. You agree to indemnify and hold us harmless from any liability arising from such a failure.

Any additional forensic investigation, documentation, or reporting work we carry out beyond restoring a clean backup is billable at our current hourly rate.

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Website Email Deliverability & Email Services

Websites send transactional emails (form notifications, order receipts, password resets). Delivery depends on recipient systems and can't be guaranteed. You should regularly check spam folders and any on‑site form/order logs. We don't provide or support mailbox/email hosting; please engage an IT provider for business email.

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Domain Names

Registering and renewing domains is your responsibility. Keep registrar details and payment methods current. If a domain lapses, the website may go offline. Any recovery work is billable at our hourly rate.

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Testimonials, Marketing & Attribution

We may showcase your project in our portfolio, case studies, and social channels, and include a discreet credit link in your site footer.

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Our Team & Non‑Solicitation

We may use employees and independent contractors (including offshore). You agree not to solicit or directly engage our team members for 12 months after this Agreement ends.

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Disclosure to Law Enforcement

We'll cooperate with lawful requests from government or law enforcement agencies, including disclosing client information where required by New Zealand law. As a New Zealand company, we are not obliged to respond to overseas law enforcement or regulatory requests unless compelled to do so under New Zealand law.

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Confidentiality

Both parties may share information that is confidential or commercially sensitive during the project (for example, business plans, customer data, financial information, designs, code, processes, or pricing). Each party agrees to keep the other's confidential information confidential, use it only for the purposes of this Agreement, and not disclose it to third parties without consent, except where disclosure is required by law.

Information is not confidential if it is already public, was already known by the receiving party without obligation of confidence, or is independently developed without reference to the other party's information. We may continue to deliver similar services to other clients (including competitors), provided we meet our confidentiality obligations.

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Indemnification (Client → Weave)

To the extent permitted by law, you agree to indemnify and hold Weave (including our contractors, employees, and affiliates) harmless from third‑party claims, liabilities, damages, and reasonable legal costs arising directly from: (a) your use of the Services in breach of this Agreement; (b) infringement or alleged infringement of third‑party IP rights in content you provided; or (c) your breach of confidentiality obligations. This indemnity does not apply to our gross negligence or wilful misconduct.

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Warranty & Disclaimers

We'll deliver services with reasonable care and skill. We do not promise that our work will be error‑free. To the extent permitted by law, we disclaim all implied warranties (including merchantability and fitness for purpose). We're not liable for distributed denial‑of‑service attacks, malware, or other harmful events beyond our reasonable control.

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Limitation of Liability

To the extent permitted by law: (a) we're not liable for indirect or consequential loss (including lost profits, lost savings, loss of data, or business interruption); and (b) our total aggregate liability under this Agreement is capped at the fees you paid to us for the relevant services in the preceding six months.

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Force Majeure

Neither party is liable for delay or failure to perform due to events beyond reasonable control, including natural disasters; pandemics; war or terrorism; strikes; government action; law changes; death/illness/incapacity; or compliance with lawful orders. Force majeure also covers internet or data‑centre outages; DDoS or other cyberattacks; AI system failures; power grid failure; and outages or policy changes at hosting/SaaS/cloud providers.

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General

• Severability: If any clause is invalid, the remainder still applies.
• Headings: For convenience only.
• Entire Agreement: This Agreement plus any current Proposal form the entire agreement and replace prior discussions.
• Amendments to your signed Agreement: Material changes to the version you signed must be in writing and agreed by both parties.
• Updates to this Agreement on our website: We may update this Agreement on our website from time to time as our services and the wider legal and technology landscape evolve. The current version applies to new clients, new projects, and renewals or extensions. For existing ongoing clients (for example, Care Plan or hosting clients), we'll give at least 30 days' notice by email of any material changes; continued use of our services after that period is taken as acceptance of the updated terms. If you do not agree to a material change, you may cancel ongoing services as set out in your Proposal or the Managed WordPress Hosting & Support Agreement.
• Assignability: Neither party may assign this Agreement without written consent.
• Governing Law & Forum: New Zealand law applies. Disputes are subject to New Zealand courts. Before proceedings, both parties will consider mediation in good faith. Mediation will be held in Christchurch, or remotely, or at another location both parties agree to in writing.