A price will be quoted or estimated and terms offered for purchase. Your verbal. emailed or written purchase order binds the client to accept the following terms. We reserve the right to change or amend these terms at any time without notice. All work is carried out by MIL on the understanding that the client has agreed to the following terms and conditions.
1.0 Copyright is retained by MIL on all design work produced including words, pictures, ideas, visuals and illustrations until all costs have been settled. If a choice of design is presented, only one solution is deemed to be given by MIL as fulfilling the contract. All other designs remain the property of MIL, unless agreed in writing that this arrangement has been changed. In the event of breaching the following terms or conditions you will be liable for any and all costs incurred by us due to action taken by any third party supplier or in order to correct any problem which occurred as a result of your action.
1.1 The customer declares that it holds the appropriate copyright and/or trademark permissions for images, text and other data supplied to MIL for inclusion in the customer’s website or other medium. The ownership of supplied materials will remain with the customer, or rightful copyright or trademark owner. MIL cannot be held liable for any infringements of copyright for supplied material. By supplying images, text, or any other data to MIL, the customer grants MIL permission to use this material freely in the pursuit of the design. The customer agrees to fully indemnify and hold MIL free from harm in any and all claims resulting from the customer in not having obtained all the required copyright, and/or any other necessary permissions. MIL use images and data supplied during the development process and are NOT obligated to store images and data on a long term basis, it is the customer’s responsibility to supply copies and retain the original images and data.
1.2 Any artwork, images, or text supplied and/or designed by MIL on behalf of the customer, will be sourced through royalty free libraries wherever possible and purchased on behalf of the client at the point of design approval or earlier if instructed by the client. Requests for additional work or modifications that require addition images, will incur additional charges. Comping images from professional photo libraries have not been purchased and are only for representation and proofing only. These will have the suppliers watermarks visible. Comping images cannot be used for any other purpose until they have been purchased. Images can only be used in conjunction with the suppliers terms which should be checked if in any doubt and is the ultimate responsibility of the client to ensure they have been purchased or removed from your media. The customer also agrees that MIL holds no responsibility for any amendments made by any third party, before or after a design is published.
2. Website Design
2.0 MIL will design and provide a graphic representation of how your new website may look. This is a visual representation of your website only and is not an exact likeness or template, slight deviations may occur when the design is coded for Internet use. You will be asked for feedback to ensure that MIL has translated your brief into a design that meets your needs. We will make alterations and redesigns to a reasonable level but reserve the right to charge additional fees if your brief changes sufficiently to necessitate additional design time. You will be asked to approve the graphic design to enable coding to begin. Your approval is binding, subsequent changes after coding may incur additional costs. Once the design has been coded you will be asked to check the site and approve the finished item before going live, unless you otherwise instruct or infer.
2.1 Your approved design will be coded into a website viewable in all main browser types and to the quoted specification. It will be compatible with FireFox, Google Chrome and Internet Explorer versions 7,8 & 9 when available.
2.2 Any bugs or errors must be reported within 2 weeks of going live and will be rectified at no additional cost. The site will be deemed as completed for invoicing purposes at the point of going live. We reserve the right to charge for any additional alterations requested after the 2 week test period.
3.0 We do not allow adult, illegal MP3 sites or IRC Bots. We reserve the right to remove material deemed inappropriate from your web pages, without prior notice. You may not store more data in your account than your allotted virtual server space. Your virtual server (inc FTP access) is for your personal use only unless otherwise agreed in writing. You must not divulge the password to any other person, and you should take reasonable precautions to ensure that it is not discovered by other people.
3.1 Data stored on our servers is regularly backed up, and up to 4 times a day for our premium hosting service, where possible it will be used in the event of failure or corruption of data, however this service is not 100% guaranteed and hosting is engaged with this understanding. It is recommended that you keep an independent backup of all data stored. We shall not be held liable for any loss or damages caused by the use or misuse, unavailability or removal of services.
3.2 When your account is closed, all files (including web pages, etc.) will be deleted. We reserve the right to cancel your account at anytime with 30 days notice. We also reserve the right to amend and update these terms and conditions at any time without notice. To protect your privacy we never distribute your name or e-mail address to third parties.
4. Email Marketing
4.0 Users must not participate in any form of unsolicited bulk e-mailing or Spamming.
Spam filtering and server blacklisting by ISPs (Internet service providers) is a considerable inconvenience and expense that will be passed on to offenders. Newsletters and mail outs should be confined to opted-in customers /sign-ups and be less than 1000 contacts at a time. The frequency of mail outs is also restricted to once a month. There are several independent mail service providers available should you wish to mail in higher volumes and frequencies, many of these are free or low cost and provide advance tracking and statistics. You agree to pay any charges as a consequence. By logging into your account, or uploading files to it, you are indicating your acceptance of these terms and conditions.
5. Server Access
5.0 User accounts can be made available for editing and setting up your website. It is not a development platform for issues unrelated to your website. If your account has server access you must not leave your home directory at any time. You must not attempt to gain the privileges of another user. Any attempt to use the Control Panel for purposes other than its intended use will result in your account being terminated.
5.1 If your bandwidth reaches the point where it has an adverse effect on other clients or exceeds its monthly allowance, we reserve the right to increase your monthly fee or disable your site until you can reduce bandwidth usage. Each hosting account includes a nominated amount of bandwidth, if you use more than this amount, then you agree to pay for this bandwidth at the agreed rate of usage.
5.2 Commercial use of web and FTP space is permitted. You will be responsible for the content of your pages, including obtaining the legal permission for any works they include and ensuring that the contents of these pages do not violate English law. You will be held responsible for and accept responsibility for any defamatory, confidential, secret or other proprietary material available via your page(s).
6.0 Cancellation of hosting services requires one months notice in writing and it is your responsibility to cancel your standing order with your bank. Hosting paid by reoccurring credit card debit can be cancelled through the log in you were supplied with when signing up or by contacting MIL in writing. Should you terminate services and fail to cancel your standing order we shall assume you wish to continue hosting with us and will continue displaying your website in return for the fee and will continue to send you appropriate invoices.
6.1 Overpayment after cancellation through failure to cancel a standing order may incur an administration fee of £45 + VAT if a reimbursement is required.
6.2 Should you cease, change or alter the payment for hosting and email services without agreement we reserve the right to deactivate your website and you will incur a £45 administration fee to reactivate your account. Transferring data files away will only be permitted when your account is up to date.
6.3 A copy of your website can also be supplied on CD/DVD for £50 + VAT for standard brochure type websites. We reserve the right to charge additional development fees for complex websites such as CMS or where special features and functionality within the site has been planned, specified and developed by MIL and the customer has only been charged the build fee. If the customer undertakes the research, planning and detailed specification of the site then this fee may not apply. The amount is at our discretion and will not exceed 40% of the build cost.
6.4 Should you wish to terminate your project midway through its build, then we reserve the right to charge a percentage of the work produced. If the percentage is less than the non-refundable deposit then no further charge for the work will be made. If the work produced is deemed to be more than 50% of the build then the additional amount will be made on a pro-rata basis e.g. if 80% of the project is complete at the point of termination then we reserve the right to invoice for the additional 30% of the total amount that is not covered by the deposit invoice. Any modification or enhancements that were requested or produced in addition to the original quotation will be charged in full irrespective of the project stage.
6.5 We reserve the right to cancel and/or remove any Analytic Data upon notice of termination.
7. Domain Names
7.0 Domain names purchased on your behalf will remain the property of MIL until a fee for its registration has been received. Purchasing on your behalf is an agreement between Mushroom Internet Ltd and you for exclusive use of that domain and its services. Purchasing domain names on your behalf means you or your business will be listed as the legal owner of the domain name. Should you wish to terminate our domain management services Mushroom Internet Ltd will transfer the ownership to you on full receipt of any monies owing. Transfers away cannot be actioned within 60 days of the domain name renewal date. You may transfer your domain away at any time, however if notice falls within the 60 day period, you will be invoiced for renewal of the domain name before it can be transferred and must wait until after the renewal date before the transfer can be effected. We reserve the right to pass on any fees, at cost, that are incurred as a result of the transfer process.
7.1 Whilst every attempt to manually ensure domain name renewals are maintained occasionally technical issues can occur with registrars automated renewal platforms which can result in automatic renewal NOT occurring. It is your responsibility to double check the renewal has taken place which can be verified using the WHOIS register www.whois-search.com Mushroom internet accept no more liability than the cost of the renewal should for any reason the renewal not take place.
8. Printed Materials
8.0 Clients may use their own printer suppliers and MIL will supply them with print ready files at your request. Printed materials supplied by MIL such as brochures, stationery, flyers etc remain the property of MIL until full payment has been received.
8.1 For orders placed with printers on behalf of clients MIL act only as third party referrer ensuring files and formats are supplied and do not guarantee the quality of the finished printed work. Paper quality, colour strength or any other disputable areas are not the responsibility of MIL. Should dissatisfaction occur MIL will, if requested, help negotiate with the printer to resolve the situation but cannot be held liable. All monies owed to MIL for print work must paid when due irrespective of any dispute. MIL will withhold payment from the printer where terms allow, unless ordered to do so by a court or debt collection agency. Legal recourse is between the client and the printer.
9. SEO – Search Engine Optimisation & PPC – Pay Per Click Advertising
9.1.1 A ‘Project’ or ‘Service’ is any SEO or PPC work undertaken or service provided by MIL for the Client on their request and as described or referred to in MIL proposal and or customer order together with any other work or service requested by the Client from time to time pursuant to these terms and conditions.
9.1.2 SEO means Search Engine Optimisation, commonly referred to as Natural Listings. These are displayed in search engines according to a number of factors including but not exhaustively – the websites age, content, metadata, relevancy to the key words used in the search and number of back-links.
9.1.3 PPC means Pay Per Click Advertising, commonly but not exclusively referred to as Google Ads. Each time an advertisement is ‘clicked’ on the searcher is redirected from the search engine to the advertisers website. A charge is levied against the advertiser for the click through.
9.1.4 A ‘Client’ is a person, persons, business or organisation using any of the Projects or Services provided by MIL whether acting on the companies or their own account or as an agent, officer or employee or other representative for any other person, firm or company, and holding himself or themselves out as having ostensible authority to bind such person, firm or company.
9.1.5 ‘Pay Per Click’ or ‘PPC’ is an advertising model used on search engines, advertising networks, and content websites, such as blogs, where advertisers only pay when a user actually clicks on an advert to visit the advertisers’ websites.‘ Parties’ mean MIL and the Client.
9.2 Terms of Acceptance
9.2.1 The Contract between MIL and the Client will be on these conditions, to the exclusion of all other terms and conditions. Any variations to these conditions shall have no effect unless agreed in writing by the Parties.
9.2.2 All Projects or Services commissioned thereafter by the Client shall be deemed to be made subject to these conditions.
9.2.3 Any quotations, proposals and/or estimates given by MIL shall be deemed as an ‘invitation to treat’ and not an offer. A Contract is formed between the Client and MIL when (and not before) MIL notifies the Client by e-mail, fax, letter and/or electronically that the Order has been accepted.
9.2.4 The Parties agree that the Contracts (Rights of Third Parties) Act 1999 shall not apply in any Contracts.
9.3 Website Optimisation and Marketing Services
9.3.1 The Client acknowledges that occasionally, search engines and directories may drop listings for no apparent or predictable reason. Often listing will “reappear” without any additional submissions.
9.3.2 The Client acknowledges that some search directories offer expedited listing services for a fee. The Client is responsible for any and all expedited service fees agreed by the Parties.
9.3.3 If the Client (or a third party other than MIL) alters or amends the keywords or phrases or any other aspect of the Client’s Web Site including changing the meta-tags or redesigning the Web Site (or MIL alters or amends the Client’s Web Site in accordance with the Client’s instruction) MIL shall have no responsibility or liability to the Client if the amendments or alterations adversely affect the search engine rankings or the conversion rate of the Client’s Web Site.
9.3.4 MIL shall be entitled to provide the Services remotely from his own premises and will not be required to attend the Client’s premises. If MIL is required to attend the Client’s premises for any reason pursuant to these Conditions’, the Client will reimburse MIL for reasonable transport and/or accommodation expenses incurred by MIL in doing so.
9.4 Data Access
9.4.1 When required to complete the Project or Service when the website is hosted on a third party server, the Client authorises MIL to obtain access to the Client’s Web Site files via FTP software or Content Management Systems or using other appropriate means subject to any restrictions on access set out in the order, for the purposes of providing the Client with Projects or Services.
9.4.2 The Client indemnifies MIL against any loss or damage arising directly or indirectly from accessing the Client’s Web Site files or Content Management Systems on a third party server.
9.4.3 When required to complete the Project or Service the Client agrees to provide MIL with the current Login names and passwords needed to gain remote access to the Client’s Web Site files via FTP software or Content Management Systems. MIL will make reasonable endeavours to keep the Login names and passwords confidential. Where FTP access to the Clients Website is not possible the Client agrees to provide an email address of a technician who can upload requested changes on a timely basis. MIL cannot be held responsible for delays once the technician has been notified of the upload request. A copy of the requested changes will be sent to the Client.
9.4.4 MIL will not use the access to the Client’s Web Site files or Content Management Systems for any purpose other than to provide the Project and Services. However, MIL shall be permitted to gain remote access to the Facilities for lawful purposes using any publicly available means (such as the World Wide Web), which do not require special authorisation.
9.4.5 When required to complete the Project or Service the Client agrees to provide MIL with the current Login names and passwords needed to gain remote access to the Client’s Pay Per Click (PPC) accounts. MIL will make reasonable endeavours to keep the Login names and passwords confidential.
9.4.6 The Client indemnifies MIL against any loss or damage arising directly or indirectly from accessing the Client’s Pay Per Click (PPC) accounts
9.4.7 MIL will not use the access to the Client’s Pay Per Click (PPC) accounts for any purpose other than to provide the Project and Services. However, MIL shall be permitted to gain remote access to the Facilities for lawful purposes using any publicly available means (such as the World Wide Web), which do not require special authorisation.
9.5 Duration & Termination of SEO and PPC Services
9.5.1 SEO is a slow process that can take months to show results. However the results and backlinks built will stand you in good stead for a long time to come. For these reasons you agree to a minimum contract period of six months from the first monthly SEO fee invoice. Cancellation after six months requires just 30 days notices in writing.
9.5.2 PPC is an instantaneous process once your campaign has been created and uploaded you may cancel any monthly management fees with 30 days’ notice. You may change your media spend with the search engine at any time from a daily, weekly or monthly amount to suit you requirements.
10.0 MIL’s standard terms for design, print and website development are a non-refundable deposit of 50% with order, the balance is payable on completion. Any additional work engaged over and above the original quotation will be added to the final invoice. If you request additional changes after work has begun we reserve the right to add any additional costs to the final invoice, or make immediately payable and will charge the additional time at £400/day or pro-rata amount.
10.1 MIL is unable to offer any form of credit for hosting. If your account / service is activated before payment is made then payment must be sent in full by return. If payment is not made in full within 28 days your account will be deactivated. Hosting fees are paid for in advance at the beginning of the month. Hosting starts when your account is created for your website and/or email.
10.2 MIL reserves the right to complete and invoice for websites that are delayed awaiting information or content from the customer for an unreasonably long amount of time.
10.3 On-going and future website changes will be charged at MIL’s standard hourly rate of £50/hour unless a maintenance agreement is in place that covers content or development changes. MIL’s minimum administration charge is £25 + VAT
10.4 We understand and will exercise our statutory right to claim interest and compensation for debt recovery costs under the late payment legislation if invoices are not paid upon receipt. Returned cheques will incur an additional fee of £50 per returned cheque. MIL reserves the right to consider an account to be in default in the event of a returned cheque.
10.5 Any form of payment failure (eg bounced cheque) is subject to a £25 admin charge. Any fees incurred to MIL from the bank will be passed on to the customer.
11. Rental Websites
Please see the terms and conditions in the website advertising the rental website or contact MIL.
12.0 An account shall be considered default if it remains unpaid for 30 days from the date of invoice, or following a returned cheque. MIL shall be considered entitled to remove MIL and/or the customer’s material from any and all computer systems, until the amount due has been fully paid. This includes any and all unpaid monies due for services, including, but not limited to, hosting, domain registration, search engine optimisation and submission, design and maintenance, sub-contractors, printers, photographers and libraries. All outstanding monies owed must be settled before any FTP access or transfer can be made
12.1 Removal of such materials does not relieve the customer of its obligation to pay the due amount. Customers whose accounts become default agree to pay MIL reasonable legal expenses and third party collection agency fees in the enforcement of these Terms and Conditions.
13. Our Liability
13.0 We will use our best endeavours at all times to ensure that the service provided lives up to your expectations. In the event of any failure of that service which is found to be due to an error or omission on our part we will attempt to effect a remedy, but in any event our liability is limited to a maximum amount.
13.1 That amount shall be no more than the sum charged by us to you for that part of the service where failure has occurred, less any sums paid by us to any third party in order to secure goods and or service provided to you. We will not be held liable for any incidental costs or expenses incurred by you.
13.2 Please note: MIL will maintain the websites built by it and endeavour to ensure they remain functional; however MIL cannot be held responsible for not noticing when a fault has occurred and it is your responsibility to monitor your own website for faults at all times. You should test all contact forms, live chat facilities and ensure phone numbers are correct at the point your website goes live.
13.4 Should you discover any faults or discrepancies that have occurred after the original build process, it is your responsibility to report the fault to MIL. Faults will be rectified at the earliest possible time, we reserve the right to install temporary measures during the fixing process.
13.5 MIL reserve the right to charge for faults that have occurred through no fault of its own and that are outside of its control. This includes Microsoft updates to Internet Explorer and other browser updates that change the way a website is displayed, such changes cannot be predicted and are therefore chargeable at MIL’s hourly rate.
13.6 Over time the scripts or code used in your website may become out-of-date and vulnerable to Spam or hackers and subsequently require overhauling or upgrading. This is not including in routine maintenance unless otherwise stated – MIL will advise you of the cost and time-scales at the time.
13.7 MIL reserve the right to place a link to their own website on any web site or print work designed themselves. If there is a distinct reason why there should not be a link, MIL will enter into short negotiations.
14. Limitation of liability
14.0 This section (and any other clause excluding or restricting our liability) applies to our directors, officers, employees, subcontractors, agents and affiliated companies (who may enforce this clause under the Contracts (Rights of Third Parties) Act 1999) as well as to us. Nothing in this agreement in any way limits or excludes our liability for negligence causing death or personal injury or for fraudulent misrepresentation or for anything which may not legally be excluded or limited.
14.1 You must give us a reasonable opportunity to remedy any matter for which we are liable before you incur any costs remedying the matter yourself. If you do not, we shall have no liability to you for that matter.
14.2 We shall not be liable for any damage to a User caused or contributed to by that User, for example by not complying with these T&Cs.
14.3 Our liability of any kind (including our own negligence) with respect to the Services for any one event or series of related events is limited to the total fees payable by you in the 12 months before the event(s) complained of or the sum of £1,000 whichever is higher.
14.4 In no event (including our own negligence) will we be liable for any:
economic losses (including, without limit, loss of revenues, profits, contracts, business or anticipated savings);
loss of goodwill or reputation;
special, indirect or consequential losses; or
damage to or loss of data
(even if we have been advised of the possibility of such losses).
15. Data Protection
15.0 In this Agreement, ‘personal data’, ‘data’, ‘data subject’ and ‘processing’ have the meanings given to them in the
Data Protection Act 1998 unless otherwise stated.
15.1 Each party must comply with all Data Protection Laws that apply to it in relation to any personal data processed
in connection with this Agreement (‘Protected Data’).
15.2 Without prejudice to the generality of the above clause, in respect of Protected Data disclosed to MIL
in connection with this Agreement (and whether disclosed by The Client, data subjects or otherwise),
MIL must ensure that, where it processes such Protected Data as a data processor on behalf of the Client as data controller (and without limitation to any other confidentiality or other restrictions on its use of information), it:
15.3 only processes the Protected Data for purposes notified to it by The Customer consistent with the terms of this Agreement and/or the relevant data subjects; and
15.4 maintains appropriate technical and organisational measures (including appropriate policies communicated to employees via employment contracts, management and review of effective security measures) to prevent any unauthorised or unlawful processing of the Protected Data; and to guard against accidental loss or destruction of, or damage to, the Protected Data.
16. Force Majeure
16.0 Neither party shall be liable for any delay in performing or failure to perform its obligations hereunder to the extent that and for so long as the delay or failure results from any cause or circumstance whatsoever beyond its reasonable control (an “event of force majeure”), provided the same arises without the fault or negligence of such party and the affected party notifies the other party within two (2) working days of becoming aware of the same of such event of force majeure and the manner and extent to which its obligations are likely to be prevented or delayed, and provided also that the occurrence of any such event of force majeure shall not have the effect of discharging or postponing the affected party’s payment obligations hereunder.
16.1 If any event of force majeure occurs, the date(s) for performance of the obligation(s) affected shall be postponed for so long as is made necessary by the event of force majeure provided that if any event of force majeure continues for a period of or exceeding 60 days, the non-affected party shall have the right to terminate any agreement governed by these Terms and Conditions forthwith on written notice to the affected party. Each party shall use its reasonable endeavours to minimise the effects of any event of force majeure
17.0 MIL makes no warranties of any kind, express or implied, for any and all products and/or services that it supplies. MIL will not be held responsible for any and all damages resulting from products and/or services it supplies. MIL is not responsible for any loss, or consequential loss of data, or non-delivery of products or services, of whatever cause. While we take reasonable steps to investigate the materials we recommend, we accept no responsibility for the performance or quality of materials or any consequential loss arising from their failure. The customer agrees not to hold MIL responsible for any such loss or damage. Any claim against MIL shall be limited to the relevant fee(s) paid by the customer.
17.1 MIL reserves the right to use the services of sub-contractors, agents and suppliers and any work, content, services and usage is bound by their Terms and Conditions. MIL will not knowingly perform any actions to contravene these and the client also agrees to be so bound
17.2 MIL and its clients agree to comply with Printers Terms and Conditions which include disclaimers for non-completion on time and the flexibility to supply quantities within 10% of the total ordered. MIL recommend that if an exact quantity is required, then 10% extra is added to the quantity and extra time made available should the job be delayed
18.0 Any legal dispute will be dealt with in accordance with English law in the courts of England and Wales