Proper Msg - Terms & Conditions
1.1- Any instructions received by Proper MSG from the Client for the supply of services or goods and/or the Client’s acceptance of services or goods supplied by Proper MSG shall constitute acceptance of the terms and conditions contained herein.
1.2 – Where more than one Client has entered into this agreement, the Clients shall be jointly and severally liable for all payments of the Price.
1.3 – Upon acceptance of these terms and conditions by the Client the terms and conditions are binding and can only be amended with the written consent of Proper MSG..
1.4 – The Client shall give Proper MSG not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client or any change in the Client’s name and/or any other change in the Client’s details (including but not limited to, changes in the Client’s address, contact details, or business practice).
2. Price And Payment
2.1 – At Proper MSG sole discretion the Price shall be either:
(a) as indicated on invoices provided by Proper MSG to the Client in respect of services or goods supplied; or
2.2 – Proper MSG reserves the right to change the Price in the event of a variation to Proper MSG’s quotation.
2.3 – At Proper MSG’s sole discretion a 50% non refundable deposit may be required.
2.4 – At Proper MSG’s sole discretion:
(a) payment shall be due prior to delivery of the services or goods; or
2.5 – Time for payment for the services or goods shall be of the essence and will be stated on the invoice or any other forms. If no time is stated then payment shall be due seven (7) days following the date of the invoice.
2.6 – Payment will be made by cash, or by bank cheque, or by direct credit, or by any other method as agreed to between the Client and Proper MSG.
2.7- GST and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price.
3. Delivery Of Services and Goods
3.1 – At Proper MSG’s sole discretion delivery of the services or goods shall take place when:
(a) the Client takes possession of the services or goods at Proper MSG’s address; or
(b) the Client takes possession of the services or goods at the Client’s nominated address (in the event that the services or goods are delivered by Proper MSG’s nominated carrier).
(c) the Client provides full and complete payment.
3.2- At Proper MSG’s sole discretion the costs of delivery are:
(a) in addition to the Price; or
(b) for the Client’s account.
3.3 – The Client shall make all arrangements necessary to take delivery of the services or goods whenever they are tendered for delivery. In the event that the Client is unable to take delivery of the services or goods as arranged then Proper MSG’s shall be entitled to charge a reasonable fee for redelivery.
3.4 – Delivery of the services or goods to a third party nominated by the Client is deemed to be delivery to the Client for the purposes of this agreement.
3.5 – The failure of Proper MSG to deliver shall not entitle either party to treat this contract as repudiated.
3.6 – Proper MSG shall not be liable for any loss or damage whatever due to failure by Proper MSG to deliver the services or goods (or any of them) promptly or at all.
4. Content Of Websites, Applications And Undertakings
4.1 – The Client is solely responsible for the content of the website or application. Proper MSG is not responsible for proofreading any content unless specifically agreed in writing. Any spelling errors will be the sole responsibility of the client
4.2 – Proper MSG makes no representations to the Client on the functionality or content of the website or application.
4.3 – The Client is solely responsible for dealings with persons accessing the data or website and the Client warrants that they will not refer complaints or inquiries to such data to Proper MSG.
5. Web Hosting
5.1- If the Client selects to organise their own web hosting arrangements, final exported sites will be uploaded to your preferred host company or supplied on data storage device as per the quoted price. Construction files of the site can supplied on request and at Proper MSG’s sole discretion may incur a fee.
5.2- Proper MSG accepts no responsibility for down times, delays, breakdowns or data loss caused by Internet Service Providers.
6.1- If Proper MSG retains ownership of the services or goods nonetheless, all risk for the services or goods passes to the Client on delivery.
7. Client’s Disclaimer
7.1- The Client hereby disclaims any right to rescind, or cancel any contract with Proper MSG or to sue for damages or to claim restitution arising out of any misrepresentation made to the Client by Proper MSG and the Client acknowledges that the services or goods are bought relying solely upon the Client’s skill and judgement.
8. Intellectual Property
8.1 – Where photos are purchased by Proper MSG from a third party for the use for either print or web it is the responsibility of the client to alert Proper MSG Creative when the license falls due/expires and they are responsible for renewing this license and all fees associated with this renewal whether past or future. Proper MSG takes no responsibility for renewal of these images once they have expired.
8.2 – The Client warrants that all designs or instructions to Proper MSG will not cause Proper MSG to infringe any patent, registered design or trademark in the execution of the Client’s order and the Client agrees to indemnify Proper MSG against any action taken by a third party against Proper MSG in respect of any such infringement.
9. Suspension Of Services
9.1 – Proper MSG reserves the right to suspend services or goods in any case where the Client fails to perform their obligations under this and any associated agreements, including but not limited to the suspension of the Client’s websites.
10.1 – Proper MSG may discontinue services or goods if an amount payable to Proper MSG is overdue or take down a website or application permanently in any case where an amount payable is overdue by more than 30 days. In any such event, you remain liable for the total cost of the contract including all disbursements; unless otherwise agreed between the parties. Furthermore, Proper MSG will not refund ( in part or in whole) any deposits received for the commencement of work, under any circumstances unless agreed firstly in writing by Proper MSG. Proper MSG reserves the right to keep all funds from the deposit if work on a job has commenced and is terminated by either party. Proper MSG shall not be liable for any loss or damage whatever arising from such cancellation.
11. The use of Proper MSG for a SEO service is at the Customer’s own risk
The Customer acknowledges that Proper MSG makes no warranty that a search engine optimisation will lead to or improve any increase in sales, profits or any other form of improvement for the Customer’s business or any other purpose
To the fullest extent permissible by law, Proper MSG shall not be liable to the Customer for any damages, including without limitation any direct, indirect, special, punitive, incidental or consequential damages (including but not limited to damages for loss of business profits, business interruption, loss of programs or information, loss of profits or goodwill or loss of use of facilities or equipment), or any other damages arising whether arising from the negligence of Proper MSG or otherwise. Where liability cannot be legally excluded, the liability of Proper MSG shall be limited to the cost of supplying the service again.
Proper MSG does not refund any money received from clients for any past SEO work that they have been asked to carry out. All monies received by Proper MSG for any SEO work will not be refunded at any stage even if the client cancels the SEO service.
12. Client Responsibilities and Obligations:
You must follow all instructions provided by Proper MSG and provide to Proper MSG, in a timely manner, all information and materials requested by Proper MSG.
Proper MSG will request feedback and changes at certain stages of undertaking the process of designing and developing your website or application. These changes and amends must be sent to Proper MSG in a timely manner. Sending excessive or multiple emails may cause important details to be missed and may result in you incurring additional charges.
As soon as your website or application is uploaded and made live online or handed over to you, any further work or changes will result in you incurring additional costs, unless otherwise specified.
13. Project Timelines:
Proper MSG will provide you with an estimate that your website or application can be designed and built.
This time frame is an estimation only.
You must make every effort to follow the instructions provided by Proper MSG and provide the required information to Proper MSG in order to facilitate delivery times and correct specifications
Delays in providing the required information to Proper MSG may result in delays in product delivery
Proper MSG will make all reasonable efforts to provide the product by the estimated date but do not accept liability for any costs incurred, loss or damage (including consequential loss or damage) compensation or loss of earnings due to any failure to meet agreed deadlines.
If you require Proper MSG to make changes to your website or application after it is handed over to you, you will be required to pay for this work at an agreed quoted fee or our hourly rate. All work must be paid for upfront.
14. Content + Design Restrictions
Proper MSG include a "fair" and "reasonable" set number of rounds of changes (2 rounds) during its website or application design + development phase. Any extra changes required by you may incur additional costs and such extra changes can be purchased during the sales process.
Changes must be submitted in one email and one email of changes (within the scope of the project) is considered one round of changes. Unless agreed to at the beginning of the project.
Please ensure that you limit your changes to comply with the agreed specifications. Failure to do this may result in you incurring additional costs.
15. Suspension of Services:
Proper MSG reserves the right to suspend/cancel any or all services or goods provided to you, if:–
You have any outstanding invoices or accounts;
Your account is in dispute or the subject of a dispute resolution procedure, court order, judgment, finding or determination;
You fail to comply with any provision of these terms and conditions or any other policy, directive or requirement notified to you by Proper MSG
If you have not paid for the hosting of your website( which Proper MSG has paid for on your behalf) Proper MSG reserves the right to terminate your hosting. Hosting will only resume once invoices have been paid.
16. Refund Policy
Once we have commenced work on your project no refund is available on the deposit paid for your project. Work may include, but is not limited to; contact between yourself and an Account Manager and/or designer from Proper MSG, the commencement of designs/wireframes/prototypes by Proper MSG Creative for your project, the commencement of design concepts by Proper MSG Creative for your project and other work undertaken by Proper MSG in relation to your project
17. Browser Compatibility:
Proper MSG will make every effort to ensure websites are designed to be viewed by the majority of visitors. Websites are designed to work with the main browsers Google Chrome, Safari and Mozilla Firefox latest releases. You understand that we cannot guarantee correct functionality with all browser software across different operating systems. If you require the website to comply with other browsers this may not be possible.