Terms & conditions

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in these terms and conditions.

  • MAS Strategy / MASS: MAS Strategy Limited
  • Contract: any Proposal provided by MAS Strategy to the Client, together with these terms & conditions which shall be deemed to form part of such Contract.
  • Client: the person, firm or company who purchases Services from MAS Strategy.
  • Document: includes, in addition to any document in writing, any artwork, drawing, map, plan, specification, diagram, design, picture or other image, report, proposal, brief or information in any form.
  • Client Materials: all Documents, information and materials provided by the Client relating to the Services.
  • Proposal: any proposal or quotation provided by MAS Strategy to the Client and which is agreed between the parties.
  • Retainer: a Contract under which MAS Strategy agrees to provide ongoing Services for a fixed number of days/hours per month, or a fixed Service every month, (or at such other intervals as shall be agreed).
  • Services: such marketing and consultancy, or any other services (such as web hosting) which the parties agree that MAS Strategy shall provide to the Client.
  • Third Party Costs: the cost of all services and products acquired by MAS Strategy from the third parties in connection with the provision of the Services, including print, venue hire, postage, couriers, website hosting services, advertising, data sourcing, and the supply of any materials.
  • Website: any website designed, created or hosted by MAS Strategy under the terms of any Contract.

2. Commencement and Duration

2.1 MAS Strategy shall provide the Services from such date as MAS Strategy shall specify.

2.2 The Services shall continue to be supplied until the Project is completed or, in the case of a Retainer, until the Contract is terminated by one of the parties giving to the other not less than 3 months notice.

3. MAS Strategy Obligations

3.1 MAS Strategy shall use reasonable endeavours to provide the Services, and to deliver the Deliverables to the Client, in accordance in all material respects with the Proposal.

3.2 MAS Strategy shall use reasonable endeavours to meet any performance dates specified in the Proposal, but any such dates shall be estimates only.

3.3 It is the Client’s responsibility to check and approve in writing any proofs submitted by MAS Strategy and MAS Strategy accepts no responsibility or liability for any errors identified once the proofs have been approved by the client. MAS Strategy shall be entitled to charge for all costs and expenses incurred in making any alterations after proofs have been approved by the client.

4. Client Materials

4.1 The Client shall ensure that the Client Materials do not infringe any applicable laws, regulations or third party rights (including material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third party Intellectual Property Rights) (Inappropriate Content).

4.2 If the Services include Website hosting, the Client acknowledges that MAS Strategy has no control over any content placed on the Website by visitors to the Website and does not purport to monitor the content of the Website. MAS Strategy reserves the right to remove content from the Website where it reasonably suspects such content is Inappropriate Content. MAS Strategy shall notify the Client promptly if it becomes aware of any allegation that any content on the Website may be Inappropriate Content.

4.3 The Client shall indemnify MAS Strategy against all damages, losses and expenses arising as a result of any action or claim that the Client Materials constitute Inappropriate Content.

4.4 MAS Strategy may include a statement on the home page of the Website that the Website was designed by it.

5. Charges and Payment

5.1 Where the Services are provided on the basis of a Retainer:

(a) the charges payable shall be calculated in accordance with MAS Strategy’s standard daily/hourly fee rates, as amended from time to time by MAS Strategy.

(b) MAS Strategy shall ensure that every individual whom it engages on the Services completes time sheets recording time spent, and MAS Strategy shall use such time sheets to calculate the charges covered by each invoice.

5.2 Where the Services are provided as a Project, the total price for the Services shall be the amount set out in the Proposal.

5.3 Charges for Services provided on the basis of a Retainer will be payable monthly in advance, or as otherwise stated in the Contract. In the case of Services provided as a Project, MAS Strategy shall, unless otherwise stated in a Contract, invoice the Client on completion of the Project and such invoice is payable in cleared funds within 10 days of receipt.

6. Confidentiality and MAS Strategy’s Property

6.1 The Client shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Client by MAS Strategy, its employees, agents or sub-contractors and any other confidential information concerning MAS Strategy’s business or its products which the Client may obtain.

6.2 All Documents and materials supplied by MAS Strategy to the Client (including Pre-existing Materials) shall, at all times, be and remain, as between MAS Strategy and the Client.

6.3 All website created and supplied by MAS Strategy to the Client (including Pre-existing Materials) shall, at all times, display a MAS Strategy logo on the home page of the website as the developer of the website.

7. Termination

7.1 The Contract shall terminate automatically on completion of the Project, or otherwise in the case of a Retainer or web hosting, until terminated on 3 months notice, or such other period of notice as shall be set out in the Contract.

8. Cancellation

8.1 Notice of cancellation of a Proposal or Contract must be received by MAS Strategy in writing (includes emails). A response will be sent to the client confirming cancellation of such Proposal or Contract.

8.2 Cancellation will be effective from the date of the confirmation from MAS Strategy.

8.3 Any cancellation of a signed contract between MAS Strategy and the Client will result in a cancellation fee of 10% of the total amount of the signed contract.

9. Refunds

9.1 MAS Strategy reserves the right to a refund requested by the Client.

9.2 A refund by MAS Strategy is at the discretion of MAS Strategy.

9.3 Payment obligations are outlined in the Proposal or Contract signed between MAS Strategy and the Client.

10. Variation

No variation of the Contract shall be valid unless it is in writing and signed by or on behalf of each of the parties.

11. No Partnership or Agency

Nothing in the Contract is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

12. Governing Law and Jurisdiction

The Contract and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of New Zealand.

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