The Client: The company or individual requesting the services of MarketThing.
MarketThing: The trading name of Mayer & Mayer Ltd.
Services: The distinct and separate services provided by MarketThing including on-line and off-line marketing support, website design and development, as set out in the Proposal to the Client.
Materials: The new content and designs, including but not limited to all designs, re-brands, press releases and copy drafts for the website and all marketing materials as created by MarketThing when providing the Services.
The following terms and conditions apply to all Services provided by MarketThing to the Client.
1.1 It is not necessary for any Client to have signed an acceptance of these terms and conditions for them to apply. If a Client accepts a quote, in writing or verbally including by telephone and/or email, then the Client will be deemed to have satisfied themselves as to the terms applying and have accepted these terms and conditions in full.
1.2 Please read these terms and conditions carefully.
1.3 Any purchase or use of our services implies that you have read and accepted our terms and conditions.
- Services to be Provided
2.1 MarketThing will provide the Services as described in the Proposal to the Client.
2.2 MarketThing will be paid by the Client as agreed within the Proposal.
2.3 MarketThing will use their reasonable endeavours to supply the Services by the dates stated in the proposal.
2.4 MarketThing will require the Client to provide content and materials in order to fulfill this obligation and the Client agrees to delegate a nominated person to enable timely progress to be made.
- Review of Materials
3.1 MarketThing will provide the Client with an opportunity to review and provide feedback at regular intervals throughout the design and completion phases for the Materials. The Materials will be deemed to be accepted and approved unless the Client notifies MarketThing otherwise by the date as specified in the Proposal.
3.2 The Materials and costs must be signed off by the Client and MarketThing cannot be held responsible for any missed deadlines or extra costs as a result of any delay by the Client.
3.3 Once signed off MarketThing will not accept any liability for any errors or omissions contained in the Materials once signed off, which will be deemed acceptance.
- Online/Offline Marketing Services and Work Schedule
4.1 MarketThing will carry out work to an agreed work schedule. If MarketThing is unable to meet the agreed work schedule because the Client has not supplied content or materials within the agreed time frame, MarketThing reserves the right to amend the work schedule and any completion date to reflect the delay that has occurred.
4.2 If the Client persistently fails to provide the necessary content, this will be considered a material breach and this agreement may be terminated and MarketThing will invoice the Client for any work completed up to that date. This invoice will be payable in full immediately by the Client.
4.3 In the case of search engine optimisation, adequate content must be provided in advance by the Client and in line with agreed keywords to enable the website to be developed effectively.
4.4 All content should be provided as a Microsoft word document or in a similar electronic format. All photographs and other graphics provided will need to be of a high quality print suitable for scanning or in high-resolution electronic format (e.g. .gif, .jpeg, .png or .tif.)
4.5 Although every reasonable attempt shall be made by MarketThing to return to the Client any images or printed material provided for use in creation of the Client’s website, such return cannot be guaranteed.
- Website Design
5.1 Websites are designed to work with the most popular current browsers and the Client acknowledges and agrees that MarketThing cannot guarantee or warrant correct functionality with browser software across every operating system, particularly older systems, unless specified at the outset.
5.2 MarketThing cannot accept responsibility for web pages which do not display correctly in versions of browsers released after the website has been completed.
5.3 MarketThing may quote for any additional work involved to ensure the website works correctly with updated browser software.
5.4 Whilst every endeavour will be made to ensure that the website and any scripts or programs are free of errors, MarketThing cannot accept responsibility for any losses incurred due to malfunction of the website or any part of it.
5.5 MarketThing will not be liable for any costs incurred, compensation or loss of earnings due to the unavailability of the site, its servers, software or any material provided by its agents.
5.6 In no event shall MarketThing be liable for any direct, indirect, consequential, special and exemplary damages, or any damages whatsoever, stemming from the use or performance of a Client website or from any information, products and services provided through Client sites, even if this website has been advised of the possibility of such damages.
5.7 In the absence of any negligence or other breach of duty by us, your use of our Client websites is entirely at your own risk.
5.8 If we are in breach of the arrangements under this agreement, we will not be responsible for any losses that you suffer as a result.
5.9 We do not have any liability of any sort (including liability for negligence) for the acts or omissions of providers of telecommunication services or for faults in or failures of their networks and equipment.
5.10 The website, graphics and any programming code remain the property of MarketThing until all outstanding accounts are paid in full.
5.11 Any scripts, cgi applications, php scripts, or software (unless specifically agreed) written by MarketThing remain the copyright of MarketThing and may only be commercially reproduced or resold with the permission of MarketThing.
- Database, Application and E-Commerce Development
6.1 MarketThing cannot take responsibility for any losses incurred by the use of any software created for the Client. Whilst every care has been taken to ensure products are problem free and accurate, the ultimate responsibility lies with the Client in ensuring that all software is functioning correctly before use.
6.2 Any scripts, applications or software (unless specifically agreed) written by MarketThing remain the copyright of MarketThing and may only be commercially reproduced or resold with the permission of MarketThing.
6.3 Where applications or sites are developed on servers not recommended by MarketThing, the Client is expected to provide or seek any information, additional software, support or co-operation pertaining to the server required in order for the application to be correctly developed. Where large applications are to be developed, it is the Clients responsibility to provide a suitable testing environment, which is identical to the final production environment.
6.4 The Client is expected to test fully any application or programming relating to a site developed by MarketThing before being made generally available for use. Where bugs, errors or other issues are found after the site is live, MarketThing will endeavour (but is not obliged to) to correct these issues to meet the standards of function outlined in the brief.
6.5 MarketThing cannot accept responsibility for any alterations caused by a third party occurring to the Client’s pages once installed. Such alterations include, but are not limited to additions, modifications or deletions.
- Website Credit
7.1 A link to MarketThing will appear in either small type or by a small graphic at the bottom of the Client’s website, unless otherwise agreed with the Client.
- Services Credit
8.1 The Client also agrees that the Services developed for the Client may be presented in MarketThing’s portfolio.
- Website Hosting
9.1 Whilst MarketThing recommends hosting companies to host websites, no guarantees can be made as to the availability or interruption of this service. MarketThing cannot accept liability for losses caused by the unavailability, malfunction or interruption of this service, or for loss of turnover, sales, revenue, profits or indirect, consequential or special loss.
9.2 MarketThing reserves the right to refuse to handle in any way, material which may be deemed offensive, illegal or in any way controversial, and also to terminate any web hosting service we provide for Clients should the necessity arise.
9.3 The Website Hosting service provided by MarketThing does not include website software updates. Obsolete website software may pose a risk to website hosting servers. In such cases MarketThing reserves the right to request the Client to update obsolete website software. Failure to do so may result in withdrawal of Website Hosting services. MarketThing may quote to update website software at the Client’s request.
- Server Access Requirements
10.1 If the Client’s website is to be installed on a third-party server, MarketThing must be granted temporary read/write access to the Client’s storage directories which must be accessible via FTP. Depending on the specific nature of the project, other resources might also need to be configured on the server.
- Search Engine Optimisation
11.1 Due to external factors, such as changes to the way search engines rank websites, MarketThing cannot offer any guarantees regarding the position we will achieve for websites.
11.2 MarketThing cannot accept liability for any change in rankings, or drop off in the position of the Client’s website due to changes in the algorithms of the search engines or the factors that they use to rank websites.
12.1 Charges for services to be provided by MarketThing are defined in the project quotation that the Client receives. Quotations are valid for a period of 30 days. MarketThing reserves the right to alter or decline to provide a quotation after expiry of the 30 days.
12.2 Unless agreed otherwise with the Client, all website design, internet marketing and marketing services require an advance payment of a minimum of 33% of the project quotation total before the work is supplied to the Client for review.
12.3 A second charge of 33% is required after the development stage, with the remaining balance of the project quotation total due upon completion of the work, prior to upload to the server or release of materials.
12.4 Payment for services is due by cheque or bank transfer. Bank details will be made available on invoices.
13.1 Invoices will be provided by MarketThing upon completion but before publishing the live website. Invoices are normally sent via email; however, the Client may choose to receive hard copy invoices.
13.2 Invoices should be paid in full, no later than 30 days from the date of the invoice unless by prior arrangement with MarketThing. MarketThing reserves the right to charge interest on overdue accounts at 1.2% per month.
13.3 If accounts are not settled or MarketThing have not been contacted regarding the delay, access to the related website, internet marketing and / or marketing service may be denied and web pages removed and / or we may then pass such cases to the Small Claims Court to pursue payment.
13.4 MarketThing is not responsible for any loss of data incurred due to the removal of the service. Removal of such material does not relieve the Client of the obligation to pay any outstanding charges assessed to the Client’s account.
13.5 Please note that invoices be sent from Mayer & Mayer Ltd.
- Additional Expenses
14.1 Client agrees to reimburse MarketThing for any additional expenses necessary for the completion of the work. Examples would be purchase of special fonts, stock photography etc. This will normally be included in the project quotation where the requirement is known in advance.
15.1 All MarketThing services may be used for lawful purposes only. You agree to indemnify and hold MarketThing harmless from any claims resulting from your use of our service that damages you or any other party.
16.1 The Client retains the copyright to data, files and graphic logos provided by the Client, and grants MarketThing the rights to publish and use such material.
16.2 The Client must obtain permission and rights to use any information or files that are copyrighted by a third party.
16.3 The Client is further responsible for granting MarketThing permission and rights for use of the same and agrees to indemnify and hold harmless MarketThing from any and all claims resulting from the Client’s negligence or inability to obtain proper copyright permissions.
16.4 A contract for Services from MarketThing shall be regarded as a guarantee by the Client to MarketThing that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested.
- Domain Names
17.1 As a Nominet Registrar we uphold the terms and conditions laid out by Nominet.
17.2 For domain names purchased by MarketThing on behalf of the Client, we will adhere to Nominet regulations and supply those regulations to the Client on signing the Contract with MarketThing.
17.3 MarketThing regularly reviews registration dates and will inform the Client of their expiry date at least 10 business days prior to the expiry date. In addition, MarketThing may make use of the automatic renewal service offered by Nominet.
17.4 If a Client has purchased their domain from a source other than MarketThing, payment and renewal of those domain names is the responsibility of the Client. The loss, cancellation or otherwise of the domain brought about by non or late payment is not the responsibility of MarketThing.
17.5 The Client should keep a record of the due dates for payment to ensure that payment is made in good time. Renewal dates must also be provided to MarketThing who will provide a reminder service if required.
- Key Terms of Domain Registration
18.1 If a Client notifies MarketThing that they no longer wish to retain a domain name, it will be allowed to expire and become available to members of the public who may wish to re-register it. This notification must be made in writing, including by email, to MarketThing.
18.2 MarketThing provides a domain renewal service to Clients at no additional cost over and above the actual renewal fee.
18.3 There is no charge for transferring a domain name from MarketThing to a new Registrar on behalf of a Client.
- Your Privacy
- Complaints Procedure
20.1 Anyone who experiences a problem with Services provided by MarketThing should raise the matter directly by sending an email to email@example.com.
20.2 MarketThing will acknowledge receipt within 2 working days and will investigate the matter, responding to the complainant in full within 5 working days of receipt of complaint.
20.3 If a satisfactory outcome is not reached, the complainant can escalate the matter. Full details of the complaint should be sent directly to the MD at Stephan.firstname.lastname@example.org.
- Report Abuse
21.1 Reports of inappropriate content, malware, phishing and spam should be emailed to MarketThing at email@example.com. Please include details of the URL/website address and evidence of the abuse. We will respond to all reports within 24 hours of receipt of the email.
22.1 These Terms and Conditions supersede all previous representations, understandings or agreements. The Client’s acceptance of project quotation or payment of an advance fee constitutes agreement to and acceptance of these Terms and Conditions. Payment online is an acceptance of our terms and conditions.
23.1 The Client shall indemnify MarketThing and keep them, indemnified from and against any and all damage, loss, costs, expenses (including legal costs and expenses) and liability which MarketThing may incur or suffer resulting from any act, neglect or default of The Client or its agents, employees or licensees, or from the infringement of the intellectual property rights of any third party or any successful claim for defamation or any other claim in contract or tort, provided that such liability was not incurred by MarketThing through any default in performing their obligations under this agreement.
23.2 MarketThing shall not be liable for: (i) any loss or damage suffered by The Client arising out of any act, omission, misrepresentation or error made by or on behalf of The Client or arising from any cause beyond MarketThing’s reasonable control; or (ii) any delay in or omission of any publication or transmission or any error, inaccuracy in any press release or other publication unless such delay, omission or error is due to its own proven default or neglect; or (iii) any consequential loss or damage, whether or not foreseeable.
23.3 MarketThing shall not be responsible for any act or omission outside their direct control and their entire liability in respect of any claim made by The Client or for any breach of this Agreement, whether or not arising out of negligence, shall be limited to the Fees paid for the Services under this agreement in respect of which the breach has arisen.
24.1 The failure or delay of the parties to enforce or to exercise, at any time or for any period of time, any term of or any right, power or privilege arising pursuant to this agreement does not constitute and shall not be construed as a waiver of such term or right and shall in no way affect any party’s right later to enforce or exercise it nor shall any single or partial exercise of any remedy, right, power or privilege preclude any further exercise of the same or the exercise of any other remedy, right, power or privilege.
25.1 In the event any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired and the Agreement shall not be void for this reason alone. Such invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision.
26.1 Any notice or written communication required or permitted to be served on or given to either party under this agreement shall be delivered by hand or sent by recorded delivery mail to the other party at its address set out above or to such other address which it has previously notified to the sending party and shall be deemed to have been given when actually received or, if sent by recorded delivery mail and returned marked “gone away” or to the like effect, on return of such recorded delivery mail.
- Notice of Termination
27.1 This agreement is for the Fixed Term Period and may only be terminated prior to the expiry of the Fixed Term Period in the event of a material breach by any of the parties, which cannot be remedied, or in the event that a remedial breach is not remedied within 14 days of notice being provided or by reason of any insolvency of any of the parties.
28.1 This agreement is personal to the parties and the parties may not assign, transfer, subcontract or otherwise part with this agreement or any right or obligation under it without the prior written consent of the others.
- Force Majeure
29.1 The parties shall not be liable to the others if its performance of its obligations under this agreement (other than an obligation to pay money) is prevented or hindered due to any circumstances outside its control.
30.1 Clause headings are purely for ease of reference and do not form part of or affect the interpretation of this agreement.
- Entire Agreement
31.1 This agreement contains all the terms agreed by the parties relating to the subject matter of this agreement and supersedes any prior agreements, understandings or arrangements between them, whether oral or in writing, and no representation undertaking or promise shall be taken to have been given or been implied from anything said or written in negotiations between the parties prior to this agreement except as set out in this agreement. In particular but without prejudice to the generality of the foregoing the parties acknowledge that they have not been induced to enter into this agreement by any representation or warranty other than those contained within.
32.1 No variation or amendment to this agreement shall be effective unless in writing signed by authorised representatives of the parties.
33.1 In the event of any conflict between the provisions of this agreement and of any other agreement referred to in this agreement, the provisions of this agreement shall prevail.
- Intellectual Property Rights
34.1 All copyright, branding, trade marks, logos get-up, design work, website content, print, files, including the Materials shall remain the property of the respective parties, namely MarketThing, until all payments are made in full by the Client to MarketThing in respect of the Fees at which point all beneficial and legal interest in the Intellectual Property Rights shall be assigned to the Client. MarketThing shall retain a non-exclusive licence to use the Intellectual Property Rights in relation to any ongoing marketing and promotional literature relating to their respective businesses.
34.2 In respect of all data and material provided by the Client, express permission is provided to MarketThing to use such material in respect of the Services, including use by their servants and agents.
34.3 MarketThing cannot accept responsibility for any alterations caused or made by a third party occurring after the Client’s website has been completed and goes live. Such alterations include, but are not limited to additions, modifications or deletions by the Client or a third party (whether with or without MarketThing’s knowledge).
- Governing Law
35.1 English Law shall govern this Agreement and any dispute arising shall be referred to the Courts of England and Wales which shall have exclusive jurisdiction.
35.2 The parties agree that they shall consider alternative dispute resolution in the event that any dispute arises, including mediation and expert determination, before any proceedings are issued.