In this agreement the following shall have the following meanings:-
‘Agreement’ the contract between us and you incorporating these terms and conditions and our order form signed by you. ‘You’ the individual, partnership or company with whom we enter into this agreement.‘We’ ‘Us’ Milestone eCommerce Ltd, whose registered offices are 42 Demonfort Way, Uttoxeter, Staffordshire, ST14 8XY.
‘Services’ are those defined in the Project Proposal submitted, or those services described on the Web Site www.milestoneuk.co.uk.
We agree to provide you with the service defined in the Project Proposal / Web Site or As Invoiced. Our terms and conditions will apply to this agreement and will exclude any others proposed or requested by you. In the event that the terms of this Agreement conflict with the Project Proposal / Web Site, the terms of this Agreement apply.
We will complete the work in accordance with the terms of the Project Proposal / Web Site. We reserve the right to review the terms if after accepting them you then alter or amend the Project for any reason, and to make additional charges for those changes or for changes arising through circumstances beyond our control. You are responsible for checking the progress of the Project at the key development stages, and on acceptance of the finished project.
3.1 For web development services you may only reject the Project Proposal at early key stages, and in such an event the rejection must be made in writing within seven days of receipt. Money collected for the initial development stages is non-refundable and covers the costs incurred for carrying out the work at the initial key stage development.
4. COPYRIGHT AND OWNERSHIP
4.1 You retain ownership of any source material, which you supply to us. By providing such material and that you have rights to use it, to us you confirm that we have the right to use, modify, adapt and edit such materials to create the site.
4.2 We own all rights in respect to the source code, tools developed, files, algorithms and other materials used in the project other than your source materials (see 4.1)
4.3 We will transfer to you the rights to use the material generated in the delivery of the project ( in object form only) on the date we receive cleared funds from you as final payment for the site.
4.4 Any additional modifications of the delivery items beyond that of the Project Proposal will be subject to additional charges by us.
4.5 We may retain originating materials such as artwork computer graphics, programming, source code, video, film, scripts and master copies for a reasonable period of time after completion of the services. Unless we receive another order from you within that period we may dispose of the material.
4.6 We may use all or part of any program, services, or materials produced for or acquired on your behalf for demonstration purposes to potential customers.
5. PAYMENTS & REFUNDS / CANCELLATIONS
You must pay us for the services set out in the Project Proposal / Web Site in accordance with the arrangements set out or if there are none within 30 days of our invoice.
Payment for web development services: 20% Deposit, 40% on Testing, 40% on sign off and before going live.
Payment for Hosting Services and Domain Registration: on receipt of annual invoice
Payment for IT Support Services (Packages): payment for support packages is processed on completion of the support task to the satisfaction of the customer
Payment for Design Services, Software Development and Coding (Hourly Rates): payable in arrears on receipt of invoices at the agreed hourly rate.
5.1 Money taken as a deposit for bespoke development is non-returnable and covers the cost of development time taken in programming your specific requirements.
5.2 For refunds for IT support services please contact us at firstname.lastname@example.org. You must contact us within 7 days of carrying out the support work. In the event that we have not solved the issue with your PC on first attempt we would like the opportunity to fix and will be happy to refund you in full, should we not be able to resolve the problem.
5.3 In the event of your failure to meet the payment arrangements under this or any other agreement you have with us we may (without prejudice to its other nights and remedies) temporarily stop work on the Project with the possible resultant delay on its completion delivery. We also reserve the right to require sums on account of future payments prior to resuming on the project.
5.4 You must pay any sums due to us without set off counter claims or other deductions while you would otherwise be entitled to make in respect of any sums owing to you by us.
6. SITE HOSTING
6.1 If you requested us to supply a domain name, you must pay the initial registration charge and to retain the domain name you must renew your application on a per annum basis. You must ensure that any such domain name does not infringe the intellectual property rights of any third party. We may object to and not register a name, which in our opinion is obscene, pornographic or otherwise reasonably unacceptable.
6.2 We will host the site on our services and provide the disc storage space you request and we agree to supply that service to broadcast content over the Internet. All hosting is supplied as an annual contract paid in advance of service.
6.3 Any site that broadcasts unsuitable and unlawful material may be terminated without notice in accordance with the Law applicable in the United Kingdom. This includes racism, obscene sexual material and slanderous material. Such termination will be followed up in writing.
6.4 Site hosting is an annual contract and services may be disrupted or terminated if payment is not made for renewal of the service within 7 days of the invoice being received.
6.5 Hosting is an outsourced solution via UK Fast. Milestone will invoice you for the provision of a fully managed hosting solution.
6.6 Services may be terminated for non-payment of services within 7 days of invoice date.
7.1 We may terminate services within this Agreement immediately without telling you if:
7.11 you do not pay any payments under this agreement by the relevant date; or
7.2 Either of us may terminate this Agreement if the other is:-
7.2.1 in breach of any material term of this Agreement and (if remediable) Does not remedy such breach within 30 days of written notice to do so, or Consistently breaches any of the terms of this Agreement or;
7.2.2 presented with a bankruptcy petition, or unable to pay its debts as they fall due, or has a resolution passed for its winding up (otherwise than for the purpose of a bona fida scheme of solvent amalgamation or reconstruction where the resulting entity takes over all of its assets and liabilities), or a court of competent jurisdiction makes an order to that effect, or it becomes subject to any administration order or enters into any voluntary arrangement with its creditors, or ceases to carry on business, or has a receiver or administrative receiver appointed, or is in a position whereby a court is entitled to appoint a receiver or administrative receiver
7.3 Upon any termination of this Agreement for any reason whatsoever, you must pay the outstanding charges to us.
8.WARRANTIES AND LIABILITY
8.1 We warrant that we will use all reasonable care and skill in carrying out our obligations under this Agreement. All other conditions, warranties and obligations implied by statute, common law or otherwise and any liabilities arising there from are excluded to the extent permissible by law.
8.2 We will not limit our liability to you for death or personal injury caused by any of our acts or omissions or those of our employees or agents acting in the course of their employment.
8.3 In any event apart from clause 8.2 we will not be liable to you in contract, tort, negligence or otherwise for the loss of business, contracts, profits, or anticipated savings or for any other special, indirect or consequential loss whatsoever, even if such loss was reasonably foreseeable, or we have been advised of thepossibility of your incurring the same.
8.4 Our maximum aggregate liability in contract, tort, negligence or otherwise arising out of, or in connection with, this Agreement shall be limited in respect if any one event or series of two or more connected events to an amount paid and payable by you during the year of this Agreement in which event or events occur.
8.5 All research, designs and recommendations in any document letter or spoken communication are made by us in good faith and on the basis of the information we have at the time. Their achievement must depend among other things on the effective co-operation of your staff. In consequence no statement which we or any of our employees agents or contractors make in any document or letter is deemed to be in any circumstances a representation, undertaking, warranty or contractual condition unless expressly set out in this Agreement and the Project Proposal.
8.6 Each provision of this clause 8 limiting or excluding liability operates separately and shall survive independently of the other provisions.
8.7 You warrant that your materials do not contain any material, which is obscene, menacing, threatening, offensive, indecent, fraudulent, criminal or which infringes the rights of anyone else including any intellectual property rights.
8.8 You agree to indemnify and hold us harmless against claims brought by a third party arising out of your breach of clause 8.7.
9. FORCE MAJEURE
Neither of us shall be held to be in breach of its obligations hereunder (except in relation to the obligation to make payments) nor liable to the other for any loss or damage which may be suffered by the other due to any cause beyond reasonable control including without limitation any act of God, failure, flood, lightning, fire, strike, lock-out trade dispute, act or omission of the government, regulatory authorities, other telecommunications operators or any other competent authority.
10.1 You must not assign this Agreement without prior written consent.
10.2 We may assign this Agreement by notification to you in writing.
Any notice required to be given under this Agreement shall be sent by electronic email with a hard copy to be sent by post and shall be deemed to have been given when received at either party’s e-mail address if by electronic mail and one day after posting if sent to either party’s address as notified by the parties.
12.1 Any failure by us to exercise or enforce any of our rights under this Agreement shall not be deemed to be a waiver of any such right or operate so as to bar the subsequent exercise or enforcement of any such right.
12.2 This Agreement represents the entire understanding between us in relation to its subject matter and supersedes all other agreements or representations made by either of us, whether oral or written.
12.3 Any variation of this Agreement must be in writing and signed by both parties. If any provisions of this Agreement is held to be invalid or unenforceable the validity or enforceability of the remaining provisions shall not be affected thereby. A new agreement may then be drafted with amendments to bring the terms in alignment with the agreement of both parties.
This Agreement shall be governed by and construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts.