The definitions and rules of interpretation in this clause apply in these terms and conditions.
- Moko Digital: Moko Digital Limited
- Contract: any Proposal provided by Moko Digital 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 Moko Digital.
- 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 Moko Digital to the Client and which is agreed between the parties.
- Services: such marketing and consultancy, or any other services (such as web hosting) which the parties agree that Moko Digital shall provide to the Client.
- Third Party Costs: the cost of all services and products acquired by Moko Digital from the third parties in connection with the provision of the Services, including print, postage, couriers, website hosting services, advertising, data sourcing, and the supply of any materials.
- Website: any website designed, created or hosted by Moko Digital under the terms of any Contract.
2. Commencement and duration
2.1 Moko Digital shall provide the Services from such date as Moko Digital shall specify.
2.2 The Services shall continue to be supplied until the Project is completed.
3. Obligations of the parties
3.1 Moko Digital 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 Moko Digital 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 any work submitted by Moko Digital and Moko Digital accepts no responsibility or liability for any errors identified once the work has been approved by the client. In the case of a public facing website, the clients permission to release the site expressly implies acceptance of all content and functionality. Moko Digital shall be entitled to charge for all costs and expenses incurred in making any subsequent alterations.
3.4 In the event that Moko Digital ceases trading for any reason, the Client will be notified in writing and copy of the Client’s website (including all code required to make it run) will be made available at no additional cost to 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 Moko Digital 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. Moko Digital reserves the right to remove content from the Website where it reasonably suspects such content is Inappropriate Content. Moko Digital 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 Moko Digital against all damages, losses and expenses arising as a result of any action or claim that the Client Materials constitute Inappropriate Content.
4.4 Moko Digital may include a statement on the home page of the Website that the Website was designed by it.
5. Charges and payment
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 In the case of Services provided as a Project, Moko Digital 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 Moko Digital'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 Moko Digital, its employees, agents or sub-contractors and any other confidential information concerning Moko Digital’s business or its products which the Client may obtain.
6.2 All Documents and materials supplied by Moko Digital to the Client (including Pre-existing Materials) shall, at all times, be and remain, as between Moko Digital and the Client.
7.1 Notice of cancellation of a Proposal or Contract must be received by Moko Digital in writing (includes emails). A response will be sent to the client confirming cancellation of such Proposal or Contract.
7.2 Cancellation will be effective from the date of the confirmation from Moko Digital.
7.3 Any cancellation of a signed contract between Moko Digital and the Client will result in a cancellation fee of 10% of the total amount of the signed contract.
8.1 Moko Digital reserves the right to a refund requested by the Client.
8.2 A refund by Moko Digital is at the discretion of Moko Digital.
8.3 Payment obligations are outlined in the Proposal or Contract signed between Moko Digital and the Client.
No variation of the Contract shall be valid unless it is in writing and signed by or on behalf of each of the parties.
10. 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).
11. 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.