Terms and Conditions Of Quotes and Work by Melotti Media Pty Ltd
Please read these terms and conditions carefully before accepting and conducting business with Melotti Media Pty Ltd.
Accepting the quote means that you agree to all of the following conditions.
MELOTTI MEDIA PTY LTD – TERMS AND CONDITIONS
Last updated: May 2023
These Terms and Conditions apply to all quotes, invoices and services provided by Melotti Media Pty Ltd (ABN: 77 635 802 327) to you, “The Client” for each specific Project.
1.1 Quotes are valid for 7 days from the date of issue by Melotti Media Pty Ltd unless otherwise specified in writing via email.
1.2 Quotes include all copywriting and content services specified such as research, copywriting, editing and anything else stipulated in the quote.
1.3 Photos, videos, design work and other elements outside of the scope of a copywriter (unless specified) are not included. The Melotti Media copywriter may include examples and place-holders to help the Client visualise the final look and feel (for example, for a landing page), but are provided as extra help and advice only. These tasks are beyond the reasonable scope of a copywriter and are not included.
1.4 Only TWO rounds of reasonable and minor Client changes are included in a quote, unless otherwise specified within the quote.
1.5 Any additional revisions or complete changes to the original Brief will be charged at an hourly rate of up to $300 (ex GST).
1.6 You have a maximum of 10 days to respond with revisions from submission of the first draft, after which time the balance of the invoice will be due and/or the project closed.
1.7 The Quote includes reasonable Client communication by email, phone or other agreed method (such as Zoom). Any face-to-face meetings, including travel time, will be charged at an hourly rate of $300 (ex GST).
1.8 The Quote does not include liaison or expenses associated with third parties such as graphic designers or web developers unless specified.
1.9 The Quote is based on information provided by the Client within the project Brief. The Client agrees that this information is complete and correct. Any missing or inaccurate information that changes the scope of The Project in any way renders the Quote invalid.
1.10 Potential outcomes, potential results, ideas or suggestions outlined in the Quote are not guarantees of delivery and should not be taken as such.
1.11 Acceptance of the Quote must be provided by acceptance of the online Quote via Melotti Media’s Xero Accounting Software (or in writing via email, clearly stating that The Project is approved). Verbal confirmation by phone or in-person will NOT be accepted unless formally provided in writing.
1.12 In the absence of written acceptance, payment of the deposit assumes approval of the Quote provided by Melotti Media Pty Ltd.
2.1 The payment terms for your specific project will be stipulated on the Quote and Invoice issued.
However, if not stipulated:
2.2 A non-refundable deposit of 100% of the total amount quoted is required on approval of the Quote, before work will begin.
2.3 For ongoing services, the Client will be invoiced upfront for work completed that month.
2.4 If 100% of the Invoice is not paid upfront (for whatever reason), the balance of any accepted Quote and corresponding Invoice is issued to The Client upon the sending of the first draft and due within 7 days of receiving this first draft.
2.5 If the Client’s project is urgent and requires a turnaround of less than two (2) working days, a surcharge may apply.
2.6 Payment is required by direct deposit in Australian Dollars. The Client is responsible for paying any fees associated with this payment, including PayPal fees, international transfers or credit card fees.
2.7 Melotti Media has payment terms of seven (7) days from the date of invoice unless otherwise agreed by both parties in writing as specified on the Invoice.
2.8 The suspension of any work for a period of 30 days, for any reason whatsoever, will require payment in full for the time spent and work completed to date.
2.9 The Client agrees to pay any expenses incurred in the collection of outstanding debts.
2.10 Melotti Media Pty Ltd reserves the right to charge interest on overdue accounts at a rate of 10% per day for the first 21 days and 20% thereafter.
2.11 Any third-party fees will be itemised separately on the Invoice and charged in addition to the quoted fee.
3. CHANGES IN SCOPE
3.1 Any modifications to the original project brief during the execution of The Project will render the original accepted Quote invalid and additional fees may be applied.
3.2 Unless otherwise agreed, a new Quote will need to be approved and a revised deposit paid before work can restart.
4.1 The Client is asked to nominate one primary contact to centralise all revisions and contact throughout The Project.
4.2 Approval of copywriting or other services provided must be clearly stated in writing via email.
4.3 Once final approval has been received, The Project will be closed and the final balance of the invoice is due as per 2.4.
4.4 If revisions have not been received within 10 days of the first draft being delivered, approval is assumed and the project will be closed.
4.5 Once The Client has given full approval of The Project and/or publishes the content in a public forum, The Client accepts full responsibility for everything included. The onus is on The Client to be thorough and check that all content and creative produced from The Project complies with all relevant legal, appropriate, branding, decency and responsible standards.
4.6 These terms and conditions are implicitly agreed to on acceptance of the Quote provided and the instruction to proceed.
5.1 You may terminate The Project by giving 2 weeks of notice in writing. In this instance, Melotti Media Pty Ltd will invoice for the time spent and work completed to date.
5.2 If the 2 weeks of notice is not issued as per 5.1, Melotti Media Pty Ltd is entitled to invoice as appropriate compensation for the loss of potential income as a result of the abrupt termination up until those 2 weeks that should have served as notice.
5.3 Melotti Media Pty Ltd is entitled to suspend or terminate the project and retain or withhold any information in relation to the job if an invoice remains due and unpaid.
5.4 Melotti Media Pty Ltd reserves the right to cancel a project for any reason before work has begun by Melotti Media Pty Ltd. If the Client has been already billed and has paid before work has begun, in this specific instance, Melotti Media Pty Ltd will refund any money that has been paid by the Client. This act cancels the project.
6.1 The copyright of any work delivered to the Client remains the intellectual property of Melotti Media Pty Ltd until all monies due to Melotti Media Pty Ltd have been paid. Once fully paid, Melotti Media Pty Ltd passes all intellectual property over to the client, including all responsibility for the content and its use.
6.2 Melotti Media Pty Ltd reserves the right to use Client projects for the business’ own promotional use unless a Non-Disclosure Agreement precluding this has been signed.
6.3 Melotti Media Pty Ltd may approach the Client for a testimonial after the project is completed, although provision of the testimonial is not obligatory.
7. CLAIMS AND LIABILITIES
7.1 All materials provided by the Client are assumed legal and accurate.
7.2 Melotti Media Pty Ltd will NOT be held responsible for how The Project’s produced material is used once the Client has approved the work and/or paid the Invoice for The Project. The Client assumes all responsibility for all approved work as it’s the Client’s duty to ensure it is accurate, appropriate, on-brand, culturally sensitive and legally compliant.
7.3 The Client agrees to indemnify and to hold Christopher Melotti and Melotti Media Pty Ltd harmless against any and all claims, costs, and expenses, including solicitor’s fees, due to materials included in any work undertaken at the request of the Client.
7.4 Christopher Melotti and Melotti Media Pty Ltd will not be liable in any way for any direct, indirect, incidental, special or consequential losses or damages resulting from use of services including but not limited to: loss of data and other intangibles; costs or damages resulting from or related to any services purchased or obtained; resulting from unauthorised access to, or alteration of the Client transmissions or data.
7.5 Any imposed liability shall be limited to the resupply of information or services.
7.6 Any claim by the Client as to incorrect performance or breach of these terms and conditions must be made to Melotti Media Pty Ltd in writing within seven days of delivery.
8. SEO and SEARCH ENGINE COPYWRITING
8.1 Due to the dynamic nature and changing algorithms of Search Engines, Melotti Media Pty Ltd offers no guarantees regarding the performance of sites based on the business’ involvement.
8.2 Melotti Media Pty Ltd accepts no responsibility, liability or costs incurred for any conduct implemented by the Client that does not concur with or conform to the individual guidelines of each individual Search Engine.
8.3 Melotti Media Pty Ltd accepts no responsibility or liability for any actions taken by the Client that causes the website of the Client to be penalised or banned from any Search Engine. It is the responsibility of the Client to implement the changes, based on the Terms and Conditions outlined by each Search Engine specifically at the time of implementation.
9. CONSULTANCY SERVICES
9.1 The Consultant agrees to provide marketing consultancy services to the Client in accordance with the terms and conditions of this Agreement.
9.2 No Liability for Consulting Suggestions and Recommendations: The Consultant shall not be liable for any loss, damage, expense, or claim arising from any suggestions or recommendations made by the Consultant in connection with the Consultancy Services. The Client acknowledges and agrees that all suggestions and recommendations made by the Consultant are for informational purposes only and that the Client is solely responsible for the decisions, execution, outcomes, and results of such suggestions or recommendations.
9.3 Indemnification: The Client shall indemnify and hold the Consultant harmless from any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or in connection with any action taken or not taken by the Client in reliance on any suggestions or recommendations made by the Consultant.
9.4 Limitation of Liability: To the maximum extent permitted by law, the Consultant shall not be liable to the Client for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or business, arising from or in connection with the Consultancy Services, even if the Consultant has been advised of the possibility of such damages.
9.5 Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of New South Wales, Australia. Any dispute arising from or in connection with this Agreement shall be resolved exclusively in the courts of New South Wales.
9.6 By agreeing to these terms and conditions, the Client acknowledges that they are solely responsible for any decisions, execution, outcomes, and results of any suggestions or recommendations made by the Consultant, and that the Consultant will not be held liable for any loss, damage, expense, or claim arising from such suggestions or recommendations.
10. Passwords, Credentials and System Access
10.1 By providing any passwords or access credentials to The Business, the Client acknowledges and agrees to the following:
10.2 The client is voluntarily providing their passwords, credentials, and access to The Business, and this is not being forced or coerced by The Business in any way.
10.3 The Client is solely responsible for ensuring the security and confidentiality of their passwords and access credentials.
10.4 The Business will take all reasonable measures to keep the provided passwords and access credentials confidential and secure. The Business will only use the provided passwords and access credentials for the intended purpose, and will not disclose or share them with any third parties.
10.5 The Client indemnifies and holds The Business harmless from any claims, damages, losses, or expenses arising from any breach of the Client’s systems or accounts, whether or not the breach is related to the Client’s voluntary provision of passwords or access credentials to The Business.
10.6 The Business will not be liable for any damages, losses, or expenses arising from any breach of the Client’s systems or accounts, whether or not the breach is related to the Client’s voluntary provision of passwords or access credentials to The Business.
10.7 By providing passwords or access credentials to The Business, the Client acknowledges that they have read and understood
11. SUPPLY OF ASSETS
11.1 The Client agrees to supply all The Assets required for the project as outlined in the project agreement or scope of work.
11.2 The Client is solely responsible for the accuracy, quality and legality of The Assets supplied. The Client must ensure that they have the necessary rights and permissions to use The Assets and that they do not infringe upon any third-party rights, including copyrights, trademarks or privacy rights.
11.3. The Client shall provide The Assets to The Business in the format and specifications specified by The Business. Failure to meet these specifications may result in delays and additional costs.
12. ENTIRE AGREEMENT
These Terms and Conditions constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties. A waiver of a breach of any of the provisions of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions.
They shall be governed by Australian law, and the parties hereby agree to submit themselves to the exclusive jurisdiction of Australian Courts.
Any changes to this Agreement must be agreed to in writing by both the Client and Melotti Media Pty Ltd.
The Client means the person or company that has formally entered into the agreement.
Agreement means the Quote and the Terms and Conditions.
Copywriting means text, copywriting and all other content services provided by Melotti Media Pty Ltd.
The Business means Melotti Media Pty Ltd and Christopher Melotti.
Fees means the fees for the Services as stated in, or calculated in accordance with, this Agreement.
Information means any information, documents, materials facts, instructions or Confidential Information provided to Melotti Media Pty Ltd by you, or your Representatives or anyone else at your request.
Intellectual Property means all industrial and intellectual property rights throughout the world and includes rights in respect of copyright, patents, trademarks, designs, trade secrets, know-how, our Confidential Information and circuit layouts.
Quote means the quote to which the Terms and Conditions are attached.
Loss means any losses, liabilities, claims, damages, costs or expenses (including interest where applicable and Consequential Loss), judgements or orders however caused or arising as a result of the Services or this Agreement.
Services means the services described in the Quote.
Terms and Conditions means these terms and conditions.
The Project means communications activities as outlined in the Quote.
The Consultant means any employee or representative of Melotti Media Pty Ltd, including Christopher Melotti.
The Assets include but are not limited to images, videos, audio, text, logo, icons, templates, models, stock media, illustrations and artworks.