Terms & Conditions
In these conditions, unless the context requires otherwise, Module Web Design shall be hereby known as MWD
- Quotations submitted by MWD shall remain open for acceptance by the Client for a period of 14 days from the date of the quotation, unless otherwise specified or is withdrawn by MWD.
- A Contract will only become binding upon acceptance by MWD and the Client, by both parties signing and dating the Order and returning it.
- This Contract is subject to these conditions. MWD reserves the right to vary the terms of the Contract from time to time. Notice of such variation and a current version may be found on MWD Website.
- These conditions are applicable when applying to goods, products and to Services.
- If the Client is a Ltd Company, the Services are provided upon the condition that the officers of the Ltd Company are personally liable for, and hereby guarantee all sums payable by the Client to MWD. If the Client fails to make payment of any sums due within 7 days of receipt of a written demand from MWD, the officers of the Ltd Company will make payment on the Client behalf.
- MWD is an independent contractor who determines, at its sole discretion, as to how each Services are accomplished. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. All Deliverables, services and work prepared by MWD shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Client are contractual in nature and are expressly defined by this Agreement.
- This Agreement does not create an exclusive relationship between the parties. MWD is free to engage and perform services of the same or of a similar nature. MWD shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services without any liability.
- Price List available on request.
- In relation to any Ongoing Services:-
- MWD shall be entitled to increase our charges at any time.
- MWD shall notify the Client of any price increases made pursuant to Clause 2.2.1 For the avoidance of doubt, the issue of an invoice setting out the increased charges may constitute notice pursuant to this Clause.
3. Terms Of Payment
- Payment is due when MWD completes each milestone or will issue invoices to the Client as and when deemed necessary. Prices quoted are in Pounds Sterling.
- A Non- Refundable Deposit of 40% is required unless otherwise stated in the project proposal before work commences.
- All Ongoing Services will be paid in full on a non-refundable basis by the Client, then invoiced at intervals in advance on a monthly, quarterly or yearly basis.
- The Client will be required to pay a non-refundable amount for SEO and PPC Services.
- Client shall be liable for the full amount of the Order, if there is an act or an omissions, and the Client fails to provide instructions or permit the progress of the Website for more than 6 months, the Client shall be liable for the full amount of the Order, whether or not the Website is completed and set live; MWD shall not be obliged to undertake any further work pursuant to the Contract.
- Unless otherwise specified by MWD and without prejudice to the remainder of this Clause 3, the Customer must pay any invoice issued immediately on receipt.
- Failure to pay immediately may result in the suspension or disconnection of any of the Services, an administration charge may apply (at MWD discretion) without any liability to MWD.
- Charges must be paid by bank transfer, cash or by cheque (if paying by cheque there will be an added surcharge fee). If sending cheque please notify MWD beforehand.
- If the Client fails to pay an invoice by the Due Date, default interest shall be added (the rate specified by the Late Payment of Commercial Debts (Interest) Act 1998) to such amount for the period from the day after the due date until the date of receipt (whether before or after judgement) together with cost incurred in recovering such late payment from the Client (including, without limitation, legal fees).
4. Website Design
- Where specified in the Order, MWD agrees to build and develop the relevant Website in accordance with the Specification. In the event of a dispute arising as to whether the Website satisfies the Specification. MWD decision shall be final and binding.
- The Client will be provide MWD with the information in accordance with the Specification, providing It does not infringe the Intellectual Property Rights of a third party or is fraudulent, offensive, abusive, defamatory, obscene, menacing, causes annoyance, inconvenience, needless anxiety or constitutes unsolicited advertising, promotional material in a timely, suitable manner and in the format required to enable MWD to complete the Website.
- The Client unconditionally guarantees that the Content/Data, any element of text, graphics, media given to MWD for inclusion in the Website is owned by the Client, or has permission from all third-party to use each of these elements, and will hold harmless, protect and defend MWD from any claim or suit arising from the use of such elements furnished by the Client.
- Any content not in standard format will be changed at our standard hourly rate.
- MWD agree to carry out any such changes to the Website as the Client requires, provided that the cost of such changes shall be in addition to the Charges quoted.
5. Responsibility for Approving Website
- The Client acknowledges and agrees that MWD shall produce the Website based on the Specification as provided by the Client.
- The Client has the responsibility of proof reading all content.
- MWD shall have no liability to the Client for any inaccuracies in the Website.
6. Search Engine Optimisation, PPC, Marketing Services
- Where specified in the Order, MWD shall provide any of the above Services. We shall use all reasonable endeavours to improve the ranking or traffic of the Website in the Nominated Search Engines. For the avoidance of doubt, the Client accepts that MWD shall not be liable for any change and cannot guarantee any position on any search engine, or the increase of any business to the Client in respect of any of the Services provided.
- These Services may not be suspended during the Contract term.
- Payments shall be paid in advance on a non-returnable basis. Once funds have been allocated to the services required the funds can not be transferred between services.
- Once funds become low, the Client will be notified that the funds need to be top up.
- Any addition fees will be invoiced to the Client to be paid immediately.
7. Web Hosting Service
- MWD shall provide the Hosting Services.
- The Client shall be solely responsible and for the accuracy, legality, currency and compliance of the Website and solely liable for Content that is false, misleading, inaccurate, infringing information contained or referred to therein.
- The Client acknowledges and accepts that MWD may be required by law to monitor the Website Content and traffic, and if necessary give evidence of the same together with the User's Login ID to support, defend any dispute, actionable cause, matter which arises in relation to the same.
- MWD does not warrant that the Hosting Service will be available 99.9% of the time, but will use all reasonable efforts to keep downtime to a minimum; the Client agrees not to hold MWD liable for the consequences in the event of any such downtime.
- MWD may temporarily suspend the Hosting Service for routine maintenance, giving the Client reasonable notice beforehand. It will then restored as soon as possible.
- The Client accepts the Hosting Service “as is” with any faults or failings, without any representation, warranty or guarantee whatsoever, express or implied, including without limitation any implied warranty of accuracy, completeness, quality, continuity of service, connectivity and fitness for a particular purpose.
- Charges in relation to the Hosting Services may vary in accordance with the banding specified in the SLA. The Client accepts and agrees that if its bandwidth usage rises to a higher banding for that month, the Client shall pay the original monthly charge plus a month at the higher banding rate.
- If the Client’s bandwidth exceeds its usual bandwidth for 3 consecutive months, the Client accepts and agrees to the bandwidth banding being increased to the relevant higher banding.
- MWD cannot guarantee the speed and robustness of the Server when the Client’s bandwidth usage increases to a higher band without giving reasonable notice.
- If the Client's usage exceeds the highest package at any time, or uses Server resources to such an extent that it may jeopardize the Server performance. MWD will then require the Client to purchase a bespoke package.
8. Data Backup
- MWD offer a Secure Nightly Back-up Service for Data Base and Files, for a monthly fee or if included in your SLA.
- Retention Policy; Database retained for 1Calendar Month and for Files retained for 24hrs.
- Back-ups are stored off the Server at the premises of MWD in a secure place.
9. Other Services
- MWD is a reseller partner for Domain Name registration, Web/Email Hosting, PPC, SSL and other services for companies including, without limitation, Fasthosts. MWD provides such services subject to the terms and conditions of the relevant third party service providers; for which the Client agrees to be bound and comply to such T&C.
- MWD does not accept any liability to the Client for any financial loss resulting or arising from a Domain Name not being renewed; or any registered mailbox, PPC or other such services not being available.
10. E commerce Web Services
- MWD will not be held responsible under any circumstances for any financial loss resulting in the use of E-commerce.
- The Client is responsible for setting up and maintaining any payment gateways and banks for its Customers.
- The Client must comply with PCI Compliance Standards and any other standards. The Client must notify MWD immediately on any issues arising including any Financial information found on the Website and Admin.
11. Delivery and Completion Dates
- MWD agrees to use reasonable measures to complete the Website within the allotted time as stated in the Order, if no time frame is specified, within a reasonable period from the date on which MWD receives a signed Order from the Client.
- The dates and time frames for carrying out the Services and delivery of any resultant Website are approximate only. The Customer hereby acknowledges and agrees that time is not of the essence for delivery or performance.
- Without prejudice to Clause 15, MWD will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver.
- No delay shall entitle the Client to reject any delivery or performance or any other Order from the Client, or to repudiate the Contract or the Order.
- The Client warrants that:
- it permits MWD to include, Information and the Client Content/Data on the Website and has also obtained the rights from third parties to do so.
- It will not request MWD to upload to the Website, post, email, or otherwise transmit, by the Website, of any Client Content/Data, Information or User Generated Content that is:
- unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libellous, invasive of another’s privacy, hateful or racially, ethnically or otherwise objectionable, and harmful to minors in any way;
- in breach of any third party right under any law or under a contractual or fiduciary relationship, an infringement of any Intellectual Property Rights;
- unsolicited or unauthorised advertising, promotional material, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation;
- containing software viruses or any other malicious codes, files or programmes designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- intentionally or unintentionally a violation of any applicable law or regulation having the force of law; data which contravenes the UK Data Protection Legislation in any way.
- it will comply with the Data Protection Act 1998.
- The Client accepts that MWD is under no obligation to monitor or approve the Information, Client Content/Data or User Generated Content and accepts that MWD excludes all liability of any kind for all material comprising the same.
- MWD warrants that it shall perform the Services with reasonable skill and care in accordance with the standards generally observed in the industry for similar services.
13. Intellectual Property and Licence
- The Client acknowledges that any Intellectual Property Rights created, developed including code, subsisting. used by MWD in connection with the provision of the Services shall be the sole property of MWD.
- Subject to the provisions of Clause 13.3, the Intellectual Property Rights, together with all rights, title and interest in the same in relation to the Website and the Domain Name registration shall vest exclusively in MWD. As such, MWD shall be free to reproduce, use, disclose, display, exhibit, transmit, perform, create derivatives works, and distribute such material. Further, MWD shall be free to use any ideas, concepts, know how or techniques acquired in the construction of the Website for any purpose whatsoever included but not limited to developing, manufacturing and marketing products and any other items incorporating such information.
- All rights, title and interest in and to the Intellectual Property Rights in the Client Content/Data belonging to the Client shall vest exclusively in the Client.
- Unless otherwise agreed in writing with MWD, the Client acknowledges and agrees that the duration of the Contract will be for the Minimum Term of 1 year, and subject thereafter to the notice provisions in this Clause 14.
- Following expiry of the Minimum Term either party may terminate the Contract: in relation to Website and all Ongoing Services except PPC by giving 3 months’ written notice; and in relation to PPC services, by giving 1 months’ written notice.
- In respect of the Website, where the Contract is terminated before Website is set live MWD shall be entitled to payment of a reasonable sum for the work undertaken until the date of termination.
- Either party may terminate the Contract immediately and without notice if the other enters into a composition with its creditors, an order is made for the winding up of the other, an effective resolution is passed for the winding up of the other (other than for the purpose of amalgamation or reconstruction on terms approved by the first party (such approval not to be unreasonably withheld)), or the other has a receiver, manager, administrative receiver or administrator appointed in respect of it.
- MWD shall be entitled to terminate the Contract immediately upon service of written notice to the Client if any invoice remains outstanding for more than 30 days, the Client fails to co-operate with and provide MWD with clear instructions, or information requested by MWD for more than 14 days; or MWD considers (at its sole discretion) reasonable to do so.
- Termination of the Contract shall be without prejudice to any other rights or remedies of either party.
- Upon termination of this Contract for any reason, the Client:
- shall not have access to their Intellectual Property until all outstanding Charges are paid in full.
- shall grant MWD immediate access to the Website, and provide all information necessary to gain access for the purpose of disabling any links, removing any SEO techniques or coding that forms part of the SEO Services provided, and for removing any other Intellectual Property Rights belonging to MWD. For the avoidance of doubt, this may affect the appearance and functionality of the Website and the search engine ranking positions. MWD shall not be held liable for any such changes.
- If the Client fails to provide immediate access to the Website pursuant to Clause 14.7.2 , the Client shall remain liable for the relevant Charges for the Ongoing Services on a recurring basis in accordance with the Contract until such time as the Client complies with Clause 14.7.2.
- The terms of Clauses 13 (Intellectual Property), Clause 15 (Indemnity and Limitation of Liability) and Clause 16 (Confidentiality) shall survive the termination (howsoever arising) of this Contract.
- Force Majeure: MWD shall not be liable for failure to perform the Services if such failure is as a result any act beyond its reasonable control an act of God (including, without limitation, fire, flood, earthquake, storm, hurricane or other natural disaster), war, civil unrest, terrorist activities, nationalisation, government sanction, blockage, embargo, labour dispute, strike, lockout or interruption or failure of electricity or telephone service and any failure attributable to MWD sub- contractors and service providers (in MWD discretion).
15. Liabilities and Indemnification
- MWD will not be held liable for and shall be indemnified by the Client against any loss, damage, cost or expense (including legal fees) that MWD may suffer or incur as a result of; any act, omission, neglect, default of the Client, its agents, or employees
- Any claim by any third party that the Client’s Information and/or Client Content Data infringes the Intellectual Property Rights of a third party or is obscene, menacing, fraudulent, offensive, abusive, defamatory, inconvenience or needless anxiety, causes annoyance or constitutes unsolicited advertising or promotional material;
- Work done in accordance with the Client’s instructions in hosting of the Website on the Server involving the infringement of any Intellectual Property Rights (including without limitations framing or linking to third parties’ websites):
- Any claim by a third party arising from the Client’s breach of the warranties.
- MWD shall not be liable to the Client for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with the Contract, the Server, the connectivity to the Internet, the hosting, the Website, its use (including but in no way limited to any unlawful or unauthorised access or use by any third party), application, support or otherwise, except to the extent which it is unlawful to exclude such liability.
- MWD will not be liable to the Client in contract, tort (including without limitations negligence), misrepresentation or otherwise for any economic loss of any kind (including without limitations loss of profit, data, business, contracts, revenue or anticipated savings), any damage to the Client’s reputation or goodwill or any other special, indirect or consequential loss (whatsoever and howsoever caused) which arise out of or in connection with the Contract.
- MWD will not be liable for any losses arising out of a Force Majeure Event Clause 14.10.
- MWD liability in relation to any event or series of related events will in no circumstances exceed £1,000 or total cost of the first Deliverables if value is under £1000.
- Notwithstanding Clause (11.3), the Client acknowledges and agrees that MWD total liability in contract, tort (including without limitations negligence), misrepresentation or otherwise arising in connection with the performance or contemplated performance of the Contract shall be limited to the amount paid by the Client pursuant to the relevant Contract.
- Neither party shall be liable for any failure in the performance of any of its obligations under the agreement caused by factors beyond its reasonable control.
- Nothing in this Agreement will exclude or limit the liability of either parties for a death or personal injury caused by that party's negligence.
- Both party agrees and undertakes to hold in complete confidence any Confidential Information disclosed, it will not disclose it in part or whole at any time to any third party, nor use any Confidential Information for any purpose other than the performance of its obligations under the Contract. This provision shall survive the termination of the Contract for any reason for a period of 5 years commencing immediately from on the date of termination.
- The obligations set out in this Clause 16 shall not apply to any Confidential Information which was at or prior to the time of disclosure known to the receiving party as evidenced in writing, except to the extent that such information was unlawfully appropriated, was at or after the time of disclosure becomes generally available to the public other than through any act or omission on the part of the receiving party, was received from a third party who was free to make such disclosure without breaching any legal obligation, is independently developed by the receiving party, or is required to be disclosed by law, court order or request by any government or regulatory authority.
17. Assignment and Subcontracting
- None of the rights or obligations of the Client under the Contract may be transferred in part or whole, the website is for the Clients sole use, and may not be assigned to a third party by the Client without the prior written consent of MWD.
- MWD shall be entitled to sub-contract any work relating to the Contract and shall be free to assign its rights in the Contract to any third party without giving prior notice to the Client.
- Any and all termination notices to be sent via recorded 1st Class Post only.
- Any other notices or document shall be deemed served: if delivered by hand, if posted - 48 hours after posting, and by electronic mail- at the time of sending.
- If any part or full provision of this Contract is found by a court or administrative body of a competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
- If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
20. Third Party Rights
- A person who is not party to this Contract shall have no right under the Contract.
21. Law and Jurisdiction
- The Contract shall be governed by and construed in all respects in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts.