Master Service Agreement

Version 1, effective date: 1 September 2025

Introduction

Although this document contains some unavoidable standard legal language, we endeavour to use plain English wherever possible.

In this Agreement, “we”, “us”, “our”, and “the Company” refer to Chevalier Services Pty Ltd trading as Ranges Australia (ACN: 604 585 891), a company registered in Victoria, Australia.

“You”, “your”, or “Client” refers to you, our Client.

Definitions

In this Agreement:

  • Engagement means any services provided under a signed Proposal or Individual Service Agreement (ISA).
  • Individual Service Agreement (ISA) means a document detailing specific services, deliverables, timelines, and terms, supplementing this Agreement.
  • Proposal of Services or Proposal means a customised or standard document outlining scope, fees, and deliverables, as described in section 3.
  • Services means web/email hosting, domain reselling, website building/management, content development, strategic consulting, or other services offered under our sub-brands (Ranges Technology, Digital, Media).
  • All amounts are GST-exclusive unless stated.

Service Delivery and Management

Proposals and Individual Service Agreements

Services are delivered per Proposals or ISAs, detailing scope, deliverables, timelines, fees, and processes (e.g., service level agreements, subcontracting).

Proposals require Client’s signed acceptance. In case of inconsistency, the Proposal/ISA prevails for scope and fees; this MSA governs all other terms.

Timelines and Scheduling

Timelines are estimates unless expressly agreed in a Proposal/ISA. Time is not of the essence unless specified. We prioritise work per our master schedule.

Technical Support Requests

For clients with active services or support agreements (such as for Ranges Technology and some Ranges Digital services), designated communication channels and support procedures include:

Clients with these agreements receive priority response times and escalation procedures as detailed in their ISAs.

Requests sent via these channels during business hours will be managed and responded to within the response times defined in their ISA. We do not monitor or respond to support requests made via mobile phone, text message, social media, or instant/private messaging platforms (such as Facebook Messenger). Messages sent through such channels may experience delays or no responses.

Delays, Suspensions, and Abandonment

If the Client delays providing materials/approvals for 5 business days, we may reprioritise work. After 45 days without reasonable cause (e.g., documented illness, agreed extensions), the project is suspended, and we may invoice remaining fees, payable immediately. After 90 days, the project is abandoned; payments for work done are non-refundable, with unearned portions refunded at our discretion.

Client may reactivate by delivering materials and paying outstanding fees.

Rush Projects

Rush Projects (accelerated delivery) incur a 20-30% surcharge, quoted in a revised Proposal. No rush work proceeds without Client approval.

Scope Changes

Changes to scope incur additional costs/time, quoted via a formal change process in the Proposal/ISA. A Change Budget may cover minor variations; changes exceeding 50% of deliverables require a new Proposal.

Third-Party Services and Client Responsibilities

Third-Party Services

Services may use third-party providers (e.g., cloud, DNS, SaaS, open-source software) selected by Ranges Australia or requested by you. Clients acknowledge that third-party providers are responsible for their own service performance and terms; we disclaim warranties for their performance, availability, or security. 

Client maintains subscriptions/licenses for third-party services they select or require (e.g., CRM, premium plugins) unless we agree to manage them in an ISA. We manage licenses for our own operational tools (e.g., hosting platforms, CDN services). See section 3.4 for Client material warranties.

Data Security and Breaches

We implement reasonable security for data we control but disclaim liability for breaches unless grossly negligent. We’ll notify Client of breaches within 48 hours and restore from backups (if agreed). Client handles all regulatory reporting (e.g., Privacy Act 1988 (Cth)). No sensitive health or credit data processed unless expressly agreed in writing in an ISA, with Client’s informed consent. See our privacy policy at: https://ranges.au/privacy.

Cyber Insurance

Client is responsible for their own cyber insurance to cover losses from breaches, outages, or claims. Ranges Australia’s insurance (if any) does not cover the Client.

Client Changes and Materials

Client warrants they have rights to all materials provided (e.g., text, images) and indemnifies us against claims, including automated IP enforcement actions or data misuse. Changes by Client or their agents (e.g., employees, AI tools) without our approval may disrupt services; any fixes may be billed at our Current Hourly Rate.

Intellectual Property

Intellectual property rights in materials, software, tools, platforms, code, or content developed or provided by Ranges Australia prior to or independently of the Engagement (“Background IP”) remain our property. 

Customised deliverables created for Client (“Foreground IP”) are assigned to Client upon full payment, subject to third-party rights. We retain a non-exclusive licence for promotional use. Client warrants their materials are licensed; see section 3.4 for indemnity.

Ranges Australia may utilise royalty-free or licensed stock photography in the Client’s project. Costs for stock photography licenses are not included in the general Proposal unless explicitly itemised; Client approval required.

Liability and Indemnification

Warranty Disclaimer

We provide Services with due care and skill per industry standards but do not guarantee error-free or uninterrupted performance. No warranties apply beyond those required by law (e.g., Australian Consumer Law guarantees).

Limitation of Liability

Our total liability (in contract, tort, or otherwise) is limited to fees paid by Client in the 6 months prior to the claim, excluding indirect, consequential, or punitive damages (e.g., lost profits, reputation). 

This does not limit non-excludable Australian Consumer Law rights.

Indemnification

Each party indemnifies the other against claims arising from their breach of this Agreement or IP infringement from their materials, capped at fees paid in the prior 12 months. Client’s indemnity includes claims from their data or actions (e.g., automated IP claims, reputation losses). 

Nothing in this section limits non-excludable Australian Consumer Law rights.

Termination

Either party may terminate this MSA with 30 days’ written notice, subject to ongoing Proposals/ISAs, which must be terminated per their terms. 

On termination, Client pays all fees incurred, meaning fees for Services performed or invoiced prior to termination. 

Clauses on confidentiality, intellectual property, indemnity, and liability survive termination. Accounts dormant after 90 days without engagement may require a new MSA to resume.

Communications

For general business communications (e.g., inquiries, proposals, contractual matters), contact Ranges Australia via:

  • Email: info (at) ranges net au
  • Phone: (03) 9024 1940

We encourage clients to use these channels for non-service-related communications. Initial response within 24 hours during business hours (9am-4pm AEST, Mon-Fri, excluding Victorian public holidays) unless specified in ISAs. 

For technical support, see section 3.3.

Payments and Refunds

The Client agrees to pay Ranges Australia in accordance with the payment terms specified in the applicable Proposal or ISA. Payment terms in Proposals/ISAs prevail. Pro-rata refunds for recurring services may apply, less admin fees, at our discretion.

Payment schedules, amounts, and milestones will vary depending on the nature of the Services. Where required, deposits, progress payments, and final payments will be set out in the relevant Proposal or ISA.

Current Hourly Rate

References to our hourly rate mean the rates published at: https://ranges.au/support-rates

For any Engagement, the rate at commencement applies and will not increase during the term. Ad hoc services are charged at the rate displayed when requested.

Payment Methods

Payments may be made by electronic funds transfer (preferred), credit card (Stripe), PayPal, or other methods as agreed. We may specify or change preferred methods at our discretion. We do not accept payment in kind (e.g., contra, cryptocurrencies, precious metals) unless expressly agreed in writing.

Credit Card Surcharge

Payments by credit card or PayPal may incur a surcharge to cover processing fees, notified in advance or as set out in the Proposal/ISA.

Late Payment and Collections Policy

Unless specified in the Proposal/ISA, invoices are payable within 7 calendar days of the invoice date. Where payments are not received within agreed terms, we may withhold or suspend Services until paid in full. Client data will be preserved for a reasonable period (e.g., 30 days) to allow payment and reactivation, subject to our privacy policy. We do not charge interest on late payments.

Refunds

Ongoing and Managed Services

Payments for ongoing, managed, or recurring Services are non-refundable once the invoice is paid, unless agreed in writing (e.g., minimum term in Proposal/ISA). If cancelled during a billing month, the Service remains active for the paid period; no pro-rata refunds for unused time, subject to your rights under the Australian Consumer Law.

Project Services

Deposits for project-based Services are generally non-refundable after commencement. Refundability is subject to milestone markers in the Proposal/ISA. After milestones or final phases, payments, including deposits, are non-refundable, and Client may be liable for the full project cost as specified, subject to your rights under the Australian Consumer Law.

Marketing and Personnel

Attribution and Testimonials

We may use your project and deliverables in promotional materials (e.g., case studies, web pages, blog posts, social media, magazine articles, videos). For digital assets we build, we may include an unobtrusive attribution link in the website footer or directory linking to our home page or agreed URL.

At project conclusion, we may request a testimonial quote or ask you to act as a reference for prospective clients. If you have confidentiality or privacy concerns, notify us in writing, and we will address them, including modifying/removing attribution or testimonials. Disputes regarding promotional use are subject to section 10.2.

Our Employees and Contractors

We may utilise employees and/or independent contractors (e.g., overseas virtual assistants) to perform Services. Client agrees not to solicit, engage, or employ our employees or contractors involved in Services during the Engagement and for 12 months thereafter without our written consent.

This non-solicitation provision is subject to Australian law, requiring reasonableness to protect our legitimate business interests. If any part is unenforceable, the remainder remains in effect to the fullest extent permitted.

General Provisions

Refusal or Discontinuation of Service

We reserve the right to refuse, restrict, or discontinue Services at our discretion for reasons including breach of this Agreement, non-payment, unlawful conduct, or other material cause. Where practicable, we will provide prior notice. We may terminate immediately without notice to comply with legal obligations or protect our interests. Client remains responsible for fees incurred prior to discontinuation.

Choice of Law and Forum

This Agreement and related Proposals/ISAs are governed by the laws of Victoria, Australia, without regard to conflict of law principles. 

Disputes will be resolved by mediation in Melbourne, Victoria, before legal proceedings. Parties mutually select a mediator and share costs equally. If no mediator is agreed within 14 days, each party appoints a mediator, who jointly select an independent mediator. If unresolved within 60 days, proceedings may commence in a Melbourne court. This does not limit urgent interlocutory relief.

Incorporation of Related Documents

This Agreement, with all Proposals, ISAs, Statements of Work, or other sub-agreements, governs the parties’ rights and obligations, subject to this MSA’s terms (e.g., choice of law, indemnity) unless expressly stated otherwise.

Disclosure to Law Enforcement

We may disclose Client information to law enforcement upon lawful request (e.g., court order, warrant) without further consent or notification. Where permitted, we will endeavour to notify Client prior to disclosure. We are not liable for losses from good faith compliance.

Force Majeure

Neither party is liable for delays or failures due to causes beyond their reasonable control, including natural disasters, war, terrorism, government actions, labor disputes, key personnel incapacity, legal compliance, or technical/infrastructure failures (e.g., DDoS attacks, third-party tech failures). 

The affected party will notify the other promptly, and obligations are suspended to the extent affected. Parties will cooperate to resume performance.

Severability

If any provision is invalid, illegal, or unenforceable, the remaining provisions remain in full force.

Headings

Headings are for convenience and do not affect interpretation.

Entire Agreement and Modifications

This Agreement, including attached Proposals/ISAs, constitutes the entire understanding and supersedes prior agreements. Amendments require a written instrument signed by both parties. This Agreement may be executed electronically (e.g., via DocuSign), with such signatures deemed equivalent to handwritten signatures.

Construction

Parties acknowledge they have read, understood, and had opportunity to negotiate this Agreement, with or without legal counsel. It shall not be interpreted against either party as the drafter.

Assignability

Neither party may assign or transfer this Agreement without the other’s written consent.