Terms & Conditions
The Terms & Conditions below constitute an Agreement (“Agreement”) between MSDN Services LTD (“MSDN Services LTD”) and you (the “Client”, “Client’s”). By accepting the Agreement and using the services provided by MSDN Services, the Client agrees to be bound by the terms and conditions listed below.
I. General Provisions
Authorization – Where applicable, the Client hereby authorizes MSDN Services full access to their Website account. This might include but is not limited to the following as it pertains to fulfillment of services that are included as part of the Client’s Digital Marketing Agreement.
- Administrative/backend access to the website for analysis of content and structure.
- Permission to make changes for the purpose of optimization, and to communicate directly with any third parties, e.g., your web designer, if necessary.
- Unlimited access to existing website traffic statistics for analysis and tracking purposes.
- Use of all Client logos, trademarks, web site images, etc., for use in Website Development and content creation.
Acceptable Use – The Client agrees that the services offered by MSDN Services will only be used for lawful purposes in accordance with local, state, and federal laws. Should the Client abuse the acceptable use policy, MSDN Services reserves the right to terminate services at the expense of the Client.
Copyrights and Trademarks – Unless specifically agreed, MSDN Services will hold its copyright on any scripts, CGI applications or software it has written. These materials may be commercially reproduced or resold only with the permission of MSDN Services. All elements of website design projects including the website, graphics, content and any programming code remain the property of MSDN Services until all outstanding accounts are paid in full.
Content Provided to MSDN Services – Client is responsible for the accuracy of any and all content that they provide to MSDN Services. i.e. testimonials, product data, company info., etc. Any falsified information given to MSDN Services will not be utilized in any way.
Placement Guarantee – Due to the fact that MSDN Services is not a search engine, (i.e. Google, Yahoo, Bing, etc.) it is impossible for MSDN Services to guarantee any placement on the search engines. MSDN Services, with its knowledge and experience for our clients in this industry, will provide the best possible organic placement without using any type of spam techniques or attempting to deceive the search engines in any way. This is our guarantee.
II. Website Development and Hosting
While every endeavor will be made to ensure that the web design project and any scripts or programs are free of errors, MSDN Services cannot accept responsibility for any losses incurred due to malfunction of the web design project or any part of the web design project.
As soon as is reasonably possible, the Client will make available to MSDN Services all materials required in order to complete the web design project to the agreed standard. MSDN Services will not be liable for costs incurred, compensation or loss of earnings due to the failure to meet agreed deadlines. MSDN Services estimates a timeline for development completion of ninety (90) days from when MSDN Services receives all required materials necessary to complete project and design concept has been approved by the Client. The Client will not receive access to Website until the project has been completed as ordered and approved by the Client.
MSDN Services does not warrant that the functions contained in the Website design project will be uninterrupted or error-free. All risks as to the quality and performance of the Website design project are with the Client.
Included in a standard Development Agreement with MSDN Services are one (1) hour of support for design changes or additional trainings after the Website is completed. Additionally, MSDN Services will provide the Client with daily Website backups, WordPress version., theme and plugin updates as deemed necessary, Website security monitoring, and SFTP Access.
Plugins that are included with each development include, Akismet (spam protection), Yoast SEO, WP reviews (to display customer testimonials), Smush (image optimization and compression), Wordfence (Website security), WP Forms (form creation) and 301 Redirects to easily redirect old URLs to maintain website credibility. Unless otherwise agreed upon, features not included in Website Development include but are not limited to the addition of widget areas or “boxes” from the template layout (where applicable), special functionality or custom coded, or custom graphic design.
Database, Application and E-Commerce Development (If Applicable) – MSDN Services cannot take responsibility for any losses incurred from the use of any software created for the Client. Every care has been taken to ensure products are problem-free and accurate; however, the ultimate responsibility of ensuring that all software is functioning correctly before general use lies with the Client.
It is assumed that all developments will be hosted by MSDN Services. This covers third-party software vendor licenses and/or components under contract with MSDN Services. In the event the Client opts not to host with MSDN Services but still wishes to utilize any premium/paid components required for the develoment to function, the Client will be liable for all software licenses required to operate said platform.
Domain Name Registration – Client shall provide MSDN Services with a registered domain name. If Client does not have a registered domain name, MSDN Services will, upon request, use commercially reasonable efforts to register domain name(s) selected by the Client provided that such domain name is available for registration and does not violate any registration services’ policies, or any law or regulation. In the event of any dispute arising out of or related to Client’s domain name used in connection with the Website, upon Client’s request, MSDN Services will attempt to register an alternative domain name chosen by Client and attempt to make the Website available under such alternative name.
Managed Hosting – Unless otherwise agreed upon, MSDN Services will provide Web Hosting services for Client for a twelve (12) month contractual term of service (“Term”). New Website developments will include 12 months of free hosting beginning from date of contract execution. Total value of hosting is $399.
MSDN Services reserves the right to automatically renew Website Hosting Agreement for a similar term thereafter, until terminated by either party with 30 days prior notice. Renewal prices are subject to change. Renewal of services by Client indicates agreement to any contract revisions and price changes.
Upon renewal if hosting fees are not received within thirty (30) days from expiration date, MSDN Services reserves the right to remove the Client’s website from our servers.
Security – MSDN Services will exercise no control over the content of the information passing through the network, Client email or Client Website. Any or all actives are at the discretion of the Client.
The Client is not allowed to violate, or to attempt to violate, the security of the network. Violations could result in criminal or civil liability, as well as termination of the Client’s Agreement. MSDN Services will investigate any such incidents and will work with law enforcement to prosecute the Clients who violate the network security.
Email Use Policy – MSDN Services prohibits harassment through email. This can include but is not limited to size of email messages, frequency of messages, and abusive language. The Client is not allowed to send email to those who do not want to receive it. Clients are not allowed to send unsolicited junk mail messages or spam.
III. Legal
Electronic Commerce Laws – The Client agrees that the Client is solely responsible for complying with electronic commerce laws, taxes and tariffs, and will hold harmless, protect and defend MSDN Services and its subcontractors from any claim, suit, penalty, tax or tariff arising from the Client’s exercise of said electronic commerce.
Taxes – MSDN Services is not liable for taxes and governmental fees regarding purchases made by the Client or transactions submitted on Client’s Website. In no way will MSDN Services ever be held liable for the calculation or payment of sales tax. This responsibility is placed solely on the Client or online retailer. The Client agrees to be fully responsible for fees and taxes with products or services sold when using services offered by MSDN Services.
Legal Notice – In no event will MSDN Services or any affiliates be liable to the Client or any third party for any damages, including, but not limited to, service interruptions caused by force majeure; lost profits; lost savings; consequential or special damages arising out of the operation of or inability to operate the web design project; failure of any service provider, telecommunications carrier, Internet backbone, Internet servers, or Internet software, even if MSDN Services has been advised of the possibility of such damages.
Governing Law – This contract shall be governed by, and interpreted and enforced in accordance with, the laws of the State of Wyoming and the Federal Laws of the United States of America applicable therein without reference to rules governing choice of law. Any action relating to this contract must be brought forward in Wyoming.
Indemnification – The Client agrees that it shall defend, indemnify, save and hold MSDN Services harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees, (“Liabilities”) asserted against MSDN Services, any affiliates, agents, its clients, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by the Client, its agents, employee or assigns. The Client agrees to defend, indemnify and hold harmless MSDN Services against Liabilities arising out of (i) any injury to person or property caused by any products or services sold or otherwise distributed in connection with MSDN Services’s Web Design service; (ii) any material supplied by the Client infringing on the proprietary rights of a third party; (iii) copyright infringement and (iv) any defective product which the Client was sold in the Web Design service.
The Client hereby agrees to indemnify and hold harmless MSDN Services from any claim resulting from the Client’s publication of material or use of those materials. The Client hereby agrees to indemnify and hold harmless MSDN Services in any claim resulting from the submission of illegal materials.
IV. Payment
Client agrees to pay all fees as agreed upon in the Digital Marketing Agreement provided. Any and all deposits must be received prior to the start of any services provided. All payments are subject to the due dates listed on them unless otherwise noted by MSDN Services. No deliverables shall be provided by MSDN Services to Client until full payment has been received.
Client understands and agrees that you are not entitled to any refund amount already paid to MSDN Services.
Failure to Pay – Client’s failure to pay any fees when due shall be considered a material breach of their Agreement with MSDN Services. If Client fails to make payments when due, MSDN Services reserves the right to suspend the deliverable until Client pays all outstanding fees. Website files will only be provided to the Client once Agreement is paid in full. MSDN Services reserves the right to postpone Website launches if Client account is past due or outstanding balance remains.
In the event the Client fails to pay agreed upon fees, upon expiration of a seven (7) day period, MSDN Services has the right to remove the Client’s Website from its servers until payment in full is made.
Payment Authorization – Client certifies that they are the holder of the credit card, or an authorized signer on the bank checking account provided. Client certifies that they will not dispute the payment with your credit card company; so long as the transaction corresponds to the terms indicated on the Agreement.
V. Cancellation
Cancellation of an order within Seven (7) business days from the time of purchase will result in a full refund. Cancellations made after the seven-day cancellation period will result in a cancellation fee of 50% of the remaining balance due to MSDN Services at the time of cancellation. Client understands and agrees that no refunds will be issued for amounts already paid to MSDN Services after this period. All Cancellation requests are to be sent to contact@msdnltd.com.
MSDN Services may charge the Client’s payment method for Cancellation Fee or MSDN Services may invoice Client for the Cancellation Fee, which invoice must be paid within seven (7) business days after the invoice date. No cancellation of an order will take effect until the Cancellation Fee has been paid, meaning that MSDN Services may continue services and you shall continue to be obligated to pay for services in accordance with the terms of this Agreement. You acknowledge that the Cancellation Fee is not a penalty, but rather a reasonable amount of liquidated damages to compensate MSDN Services for early cancellation of services.
VI. Miscellaneous
Canadian Anti-Spam Law – MSDN Services and all of its clients must abide by the Canadian Anti-Spam Law. Commercial electronic messages cannot be sent to any Canadian customers without their express or implied consent. Implied consent is defined in terms of this law as: existing customers or previous customers (as long as the customer has purchased a service in the last 2 years). An individual can also make a contact if the business owner’s phone number or email address is disclosed to the public (business cards, visible on websites, etc.) unless there are express instructions either verbally or in writing not to contact the person. Further information about this law can be found at https://fightspam.gc.ca.
EU General Data Protection Regulation (“GDPR”) – MSDN Services is committed to ensuring the security and protection of the personal information that we process. We are dedicated to safeguarding the personal information under our remit and are committed to following new data protection roles, policies, procedures, controls and measures to ensure maximum and ongoing compliance. When applicable, MSDN Services requires that all clients must abide by GDPR. Further information about these regulations can be found at https://eugdpr.org.
Please Note: MSDN Services is not a legal firm and is not authorized to provide legal advice. MSDN Services abides by all laws and regulations and encourages our clients to do the same. If you have any questions regarding the information provided, please contact your attorney.