Terms of Service

Non-Disclosure Agreement (NDA)

1. 1.

   Neither party shall disclose any confidential information related to this project for a period of two years from the date of this agreement. This obligation ceases to apply if the information has been made public (other than through a breach of the obligation by either party).

2. 2.

   Neither party shall use any know-how (including information, knowledge, experience, data and designs) which arise from this project to a competitor of either party.

Terms of Service

1. 3.

   Scope. Specification changes after the start of the activity have a direct effect on the estimated cost and time schedule. Significant changes to the design, architecture, or required functionality will be noted at the time and billed at hourly rates.

2. 4.

   Ownership. All software code, plans, diagrams, models and other work product created or developed by Orchid in the course of performing the Services hereunder, and all intellectual property rights thereto, are the sole and exclusive property of the Client upon payment for work rendered. However, certain work which is not specific to the business of the Client, that is deliverables which don’t specifically relate to the tasks at hand, are owned by Orchid yet given perpetual license to the Client.

3. 5.

   Promotion. Once the product is released, has been shown in public, or one year has passed since project completion, Orchid will be entitled to use product images, videos and hyperlinks for PR and marketing purposes, unless otherwise agreed.

4. 6.

   Estimates. All prices given are estimates only and exclude GST. Estimates can change drastically when we get further information, when unexpected complications crop up during the work or the scope of what we have been asked to do increases.

5. 7.

   Hourly billing. Orchid uses a straight-forward time and material pricing model. All time spent designing, writing code, testing code and fixing bugs will be charged and invoiced at the end of each month.

6. 8.

   Client cooperation. The services Orchid provides may require information to be provided by the Client. The Client undertakes that all documents, information and data necessary for Orchid to perform the services will be made available to Orchid in a timely fashion. The Client will make available such employees of its organisation as are necessary to assist Orchid in fulfilling its obligations. Any ordering of third party services, if any, will be effected by the Client in consultation with Orchid.

7. 9.

   Communication. Orchid requests the Client to use our current project management software to discuss and resolve any issues during the project. This is to avoid inefficient communication taking up valuable time due to re-handling of information, which could have been spent directly adding value to the actual project.

8. 10.

   Project delay. As soon as Orchid becomes aware of any factor influencing previously given timeframes, the Client will be notified including the reason and the steps taken to minimise the effects of the delay.

9. 11.

   Termination. Projects will terminate on the completion of all services to the mutual satisfaction of both parties. Either party may pause or terminate a project for any reason upon thirty (30) days prior written notice to the other.

   Upon termination of this agreement, the Client agrees to pay Orchid the full amount payable for the phase of work then in progress, together with all reimbursable expenses associated with the Project incurred or committed by Orchid through the effective date of termination. As long as all outstanding invoices have been paid, ownership of the unfinished project will belong to the Client, as per terms under ‘Ownership’ above.

10. 12.

    Bugs. The time taken to fix bugs is considered a component of software development costs and all hours incurred will be invoiced. Barring the most trivial programs, there is no such thing as bug-free software. Some bugs are significant and take a long time to replicate and fix. Some are minor, and only happen intermittently. They all take time to track down, replicate and fix. An exception to this is the clause directly below this titled ‘Mistakes’.

11. 13.

    Mistakes. If an issue is caused due to negligence or misunderstanding by an Orchid employee, the time taken to resolve it will not be charged to the Client.

12. 14.

    Final project deliverable. Upon completion of the development schedule, a mandatory period of testing shall commence which must last a minimum of one week. During this period no new features will be added, and all discovered problems will be documented. At the conclusion of this period, if the Client is satisfied that the product meets their requirements, a production release will be made and additional work of any kind will be covered under the ‘Continuing Development’ or ‘Maintenance’ sections.

13. 15.

    Continuing development. The Client can seamlessly continue development, whether adding new functionality, scaling for additional users, enhancing design, or other improvements. This work will be billed hourly and invoiced according to Orchid’s standard practices, without requiring a new Statement of Work unless specifically requested by the Client.

14. 16.

    Late payments. Interest at the rate of 2% per month (24% per annum) will be charged on any balance unpaid after thirty (30) days past a statement due date.

15. 17.

    Maintenance. If a problem or vulnerability is discovered after the Client has agreed that the product is satisfactory, then the Client can elect to have Orchid remedy the situation. The cost to solve the problem will be determined on a per case basis or will otherwise be charged at our standard hourly rate.

16. 18.

    Meetings and expenses. Long distance travel / accommodations and material expenses incurred will be invoiced at cost plus 15%. The Client will be notified before such expenses are incurred by Orchid.

17. 19.

    Hosting costs. Any hosting price quoted to the Client is subject to ‘fair use’. This means, should an application become hugely demanding, Orchid will need to charge more due to the extra resources required (this will be communicated to the Client before any new pricing takes effect).

18. 20.

    Office hours. The office hours of Orchid are between 9:00am and 5:00pm NZ local time, Monday through Friday (excluding public holidays and the 3 weeks around Christmas). Work of any kind outside of these hours will incur additional cost (this will be communicated to the Client before commencing the work).

19. 21.

    Support. We provide support and training during our regular office hours at our standard hourly rate. After hours support can also be provided but will need to be pre-arranged based on the Client’s specific requirements.

20. 22.

    Liability. Orchid will not be held responsible for any consequential or incidental damages resulting from the failure of any product or service.

21. 23.

    Time limit. Any quotations or estimates are subject to change if not accepted within 15 working days.