The following terms refer to MWB Digital Ltd (“MWB”) and its relationship with its clients and potential clients.

1.1 Quotes & Prices

1.1.1 All quotes/estimates are valid from the date shown on Brief & Budget Guide, Scope and/or 7 days from the date of submission.
1.1.2 Brief & Budget Guide is based on the information provided by the Client, including but not limited to detail on quantities, structure, scope and functionality. Any Brief & Budget Guide may therefore be subject to change should the client’s requirements change at any time.
1.1.3 Unless otherwise stated, photography, stock images, delivery, copywriting and VAT will be charged extra.
1.1.4 If the contract or hourly price has not been fixed for the term of a contract, our hourly rate of £85 will apply.
1.1.5 MWB reserves the right to alter the hourly rate at any time as business needs dictate.
1.1.6 Quotes/estimates are based on MWB’s current costs of production and unless otherwise agreed are subject to amendment on or at any time after acceptance to meet any rise or fall in such costs.
1.1.7 Any estimates given by MWB as to the time of completion or performance of its services (whether completion of the whole or a part of those services) shall be estimates only and time shall not be of the essence.

1.2 Invoices & Payment

1.2.1 Payment must be made automatically via GoCardless.
1.2.2 Payment must be made in accordance to Payment Terms illustrated within the Contract unless otherwise agreed in writing in advance.
1.2.3 We understand and will exercise our statutory right to interest under the Late Payment Of Commercial Debts (Interest) Act 1998 amended by European Directive 2000/35/EC if we are not paid according to these terms.
1.2.4 All work remains copyrighted to MWB until settlement of relevant fee account.
1.2.5 All invoices are subject to UK VAT at the current rate, unless a valid exemption certificate is provided.
1.2.6 All payments must be in UK Pounds Sterling.
1.2.7 If MWB incurs any costs as a result of the Client’s neglect or default, MWB may charge those costs to the Client in addition to the contract price.
1.2.8 The Client shall pay for any preliminary work which is produced at his/her request, whether experimentally or otherwise. A minimum 50% rejection fee is applicable on all work executed by MWB should the Client cancel their contract.
1.2.9 When payment is overdue, MWB may suspend work, service and/or delivery without notice and without prejudice to any other legal remedy until due payment has been made. Any work started but incomplete may be suspended and payment therefore becomes immediately due and payable, notwithstanding anything expressed herein, and any monies in respect of. Furthermore, if the project resumes a new timeframe will be submitted in accordance to MWB’s availability.
1.2.10 MWB may require payment in advance, or a deposit of at least 50% of the quote/estimate total prior to instigating work on an order, particularly but not limited to the following situations: new clients; clients with a poor payment history; large, lengthy or complex projects. Where a deposit is required, the balance shall be due upon completion of the work, unless otherwise agreed in writing in advance.
1.2.11 If your payment is returned by the bank as unpaid for any reason, you will be liable for a charge of £50 for each occurrence.

1.3 Methods & Process

1.3.1 MWB reserves the right to sub-contract the fulfilment of an order or any part thereof.
1.3.2 MWB shall be indemnified by the Client in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent design or any other proprietary or personal rights contained in any material supplied by the Client. The indemnity shall extend to any amounts paid on a lawyer’s advice in settlement of any claim.
1.3.3 Origination and/or conceptual work and any copyright subsisting therein shall remain the property of MWB unless otherwise agreed in writing with the Client.
1.3.4 MWB may penalise Clients for lateness of clients requirements that withheld MWB to carry out works.
1.3.5 When required to expedite project delivery ahead of the time needed for the proper production of a given deadline, MWB shall not be liable for defects and/or payment of overtime wages, or other additional costs, to meet delivery time. Expediting a project will be paid by the Client at a cost agreed.
1.3.6 MWB shall not be required to use, print, upload or hold any matter which in its opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights of a third party.
1.3.7 It’s the Client’s responsibility to obey and agree to MWB’s process, if the Client does not obey and/or agree to the MWB’s process than MWB have the right to terminate the project and request for balance of the project up to the date of cancellation.
1.3.8 MWB may amend/update the process if required to reflect business changes or interests.
1.3.9 Any stated timescale is reliant upon the client providing all required information/copy/images within the time set out at project initiation, meeting project milestones, meeting payment terms, change of scope after works commerce and delay in approving Brief & Budget Guide from the date of submission
1.3.10 Once a Scope of works has been presented to the client the project cannot be terminated without full mutual acceptance by MWB.

1.4 Insolvency

1.4.1 If the Client ceases to pay his debts in the ordinary course of business or cannot pay his debts as they become due or is deemed to be unable to pay its debts or have a winding-up petition issued against it or being a person who commits an act of bankruptcy or has a bankruptcy petition issued against him, MWB without prejudice to other remedies shall:
1.4.2 Have the right not to proceed further with the contract or any other work for the Client and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the Client. Such charge to be an immediate debt due to him.
1.4.3 In respect of all unpaid debts due from the Client have a general lieu on all goods and property in its possession (whether worked on or not) and shall be entitled on the expiration of 14 days’ notice to dispose of such goods or property in such manner and at such price as it thinks fit and to apply the proceeds towards such debts.

1.5 Force Majeure

1.5.1 MWB shall be under no liability if it shall be unable to carry out any provision of the contract for any reason beyond its control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency the Client may by written notice to MWB elect ‘to terminate the contract and pay for work done and materials used’, but subject thereto shall otherwise accept delivery when available.

1.6 Information Provided by You

1.6.1 You warrant that the name, address and payment information provided when you place your order with MWB will be correct and you agree to notify MWB of any changes in the name, address and/or payment details.
1.6.2 You agree that MWB may disclose your name and address where any enquiries are made.
1.6.3 You warrant that you possess the legal right and ability to enter into this Agreement and to use MWB’s services in accordance with this Agreement.

1.7 Indemnity

1.7.1 You shall indemnify us and keep us indemnified and hold us harmless from all liabilities, actions, claims, proceedings, losses, expenses (including reasonable legal costs and expenses), costs and damages, howsoever suffered or incurred by us in consequences of your breach or non-observance of this Agreement, or arising out of claims based upon or relating to our work for you or any claim brought against us by a third party resulting from the provision of any Services to you and your use of them.
1.7.2 MWB will notify you promptly of any claim for which MWB seeks specific indemnification at the currently supplied address. MWB will afford you the opportunity to participate in the defence of such claim, provided that your participation will not be conducted in a manner prejudicial to MWB’s interests, as reasonably determined by MWB and/or its legal representatives.

1.8 Limitation of Liability

1.8.1 All conditions, terms, representations and warranties relating to the Services supplied under this Agreement, whether imposed by statute or operation of law or otherwise, that are not expressly stated in these terms and conditions including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded, are subject always to sub clause 1.8.2.
1.8.2 Nothing in these terms and conditions shall exclude our liability for death or personal injury resulting from our negligence.
1.8.3 In any event, no claim against MWB shall be brought unless you have notified MWB of the claim within one year of the issue arising.
1.8.4 In no event shall MWB be liable to you by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, for any loss of business, contracts, anticipated savings or profits or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by MWB’s negligence or the negligence of its servants or agents or otherwise) which arise out of or in connection with the provision of any goods or services by MWB.
1.8.5 MWB warrants that its services will be provided using reasonable care and skill. Where MWB supplies any goods supplied by a third party, MWB does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign the benefit of any warranty, guarantee or indemnity given by the supplier of the goods to MWB.

1.9 General Terms

1.9.1 These conditions and all other express terms of the contract shall be governed and constructed in accordance with the laws of England and you hereby submit to the non-exclusive jurisdiction of the English courts. 1.9.2 MWB shall not be liable or deemed to be in breach of contract by reason of any delay in performing, or failure to perform, any of its obligations if the delay or failure was due to any cause beyond its reasonable control.
1.9.3 All quotes/estimates, Briefs & Budget Guides, Scopes and other MWB documents are commercially confidential and may not be disclosed to third parties without prior written agreement.
1.9.4 These terms and conditions, together with any documents expressly referred to in them, contain the entire Agreement between MWB and the Client relating to the subject matter covered and supersede any previous agreements, arrangements, undertakings, proposals or contemporaneous communications, written or oral: between MWB and the Client in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of these terms and conditions. In agreeing to these terms and conditions, you confirm that you have not relied on any representation other than those expressly stated in these terms and conditions and you agree that you shall have no remedy in respect of any misrepresentation which has not been expressly made in this Agreement.
1.9.5 Any notice to be given by either party to the other may be sent by either email or post to the address of the other party as appearing in this Agreement or ancillary application forms or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved, be deemed to be received on the day it was sent, or if sent by post shall be deemed to be served two days following the date of posting.
1.9.6 Headings, numbering and summaries are included in this Agreement for convenience only and shall not affect the construction or interpretation of this Agreement.
1.9.7 You acknowledge that no joint venture, partnership, employment, or agency relationship exists between you and MWB as a result of your use of these services. You agree not to hold yourself out as a representative, agent or employee of MWB. You agree that MWB will not be liable by reason of any representation, act or omission to act by you.
1.9.8 MWB reserves the right to revise, alter, modify or amend these terms and conditions, and any of our other policies and agreements at any time and in any manner without prior notification. Notice of any revision, amendment, or modification will be posted in accordance with our Terms and Conditions.
1.9.9 If any of the provisions of this Agreement are judged to be illegal or unenforceable, the remainder shall continue in full force and the effect of the remainder of them will be not be deemed to be prejudiced.
1.9.10 This Agreement takes effect on the date on which you order our services. Acceptance of these terms is an absolute condition of the Client requesting work. An order constitutes acceptance of all our Terms and Conditions.
1.9.11 You shall not assign this Agreement or any benefits or interests arising under this Agreement without MWB’s prior written permission.

1.10 Service Level Agreements

1.10.1 The hours provided in Service Level Agreements (SLA) can be used in any way, other than for fixed costs and essential services – such as web hosting or advertising placement – or towards payment of debts or existing/quoted jobs.
1.10.2 Once an account handler at MWB has been given a job brief as part of the SLA, should the work take longer than 30 minutes, we will endeavour to provide a total estimate of how long the job will take for approval by the Client before any work is commenced.
1.10.3 For each job requested by the Client as part of the SLA, a minimum of 15 minutes will be deducted from the remaining SLA time allowance.
1.10.4 All hours worked as part of an SLA are recorded and can be forwarded to the Client on request.
1.10.5 Once a Client approaches the final two hours of their SLA allowance, MWB will endeavour to notify them automatically via email, providing the opportunity to purchase another SLA.
1.10.6 Any hours that have not been used within the initial 12 months after purchase will roll over to the following year, up to a maximum of 24 months. However, although MWB reserves the right to increase the hourly rate as business needs dictate, the hours in an SLA will be honoured at the original rate at which they were purchased for one year, after which time, any roll-over hours will be applied to subsequent years at the new hourly rate.

2.1 Proofing

2.1.1 When a development/design link is provided, it is the responsibility of the Client to test the functionality, read and check all copy, as well as approve the design and images used before approval is given.
2.1.2 MWB require written approval by either email or PM Software of proofs that MWB provide. Verbal approval will not be accepted.
2.1.3 After approval the Client shall have no claim against MWB for errors in the exemplar as approved by them.

3.1 Development

3.1.1 MWB can only develop websites to be as secure as reasonably possible at the time of delivery and can not offer indemnity against future threats.
3.1.2 MWB develops websites for compatibility for browsers that are still supported by their manufacturer: If further compatibility is required, MWB must be advised at the outset.
3.1.3 MWB will not take responsibility for any loss data and/or functionality and/or defects to the website after automatic or manual client changes have been made within the content management system. This includes WordPress updates, Plugin updates and/or any new Plugins installed. MWB will install the latest version of WordPress and supported plugins at the time of launch.
3.1.4 MWB by default not include form submission entries unless specified in scope. The client must provide sufficient indication to this within their privacy policy if required.
3.1.5 MWB can provide legal disclaimers and privacy policies; but it is the responsibility of the Client to confirm with their own legal advisers that these meet their individual requirements, as MWB accepts no responsibility for their accuracy, relevance or currency.

3.2 Ownership

3.2.1 The ownership of the web pages and copyright therein shall remain with MWB until payment in full has been received for all sums owing. Once payment has been received, ownership and copyright shall pass to the Client for page text and graphics specific to the Client.
3.2.2 Ownership of all code used in processing web pages shall remain with MWB and it is expressly agreed that the use of such code in processing the web pages does not confer any passing of title from MWB to the Client.

3.3 Content

3.3.1 The Client is responsible to supply content, if asked by MWB, within the timeframe that MWB propose.
3.3.2 The Client shall supply the content for web pages, if requested by MWB, in a Microsoft Word format and the client shall be entirely responsible for the grammar of the content.
3.3.3 MWB will use the approved content to populate the website using a content management system. If changes are required, it’s the client’s responsibility to change the content after content management system training has been provided by MWB. Content changes can be made by MWB but this occur additional costs.
3.3.4 All content provided by the client should be uploaded onto PM Software for ease of locating.

3.4 Images

3.4.1 All images uploaded to websites by the Client (via CMS, FTP or other) should be optimised (compressed file size). MWB can provide advice on the best image editing software packages, but accepts no responsibility for the performance or compatibility of third-party software, or the results they produce.
3.4.2 MWB have the right to charge the client accordingly for purchasing any stock imagery, iconography or illustrations and for sourcing of the imagery, iconography or illustrations.
3.4.3 All images provided by the Client should be of the correct format for websites, correct formats are as follows JPEG’s for imagery and SVG for iconography or illustrations. If requested to change the format MWB will charge accordingly.
3.4.4 All images provided by the client should be uploaded onto PM Software for ease of locating.

4.1 Website & Email Content & Use

4.1.1 We make no representation and give no warranty as to the accuracy or quality of information received by any person via the Server and we shall have no liability for any loss or damage to any data stored on the Server. You warrant the accuracy, truthfulness and reliability of any information (including, where applicable, statements of opinion or advice) which you place or allow to be placed on your web pages. You warrant that you are authorised to promote and/or provide any information which you promote and/or provide on your web pages (for example if you are providing financial information, that you hold any necessary authorisation under all relevant legislation including the Financial Services Acts).
4.1.2 You represent, undertake and warrant to us that you will use the website allocated to you only for lawful purposes. In particular, you represent, warrant and undertake to us that: (1) You will not use the Server in any manner which infringes any law or regulation or which infringes the rights of any third party, nor will you authorise or permit any other person to do so. (2) You will not host, post, publish, disseminate, link to or transmit: (2a) Any material or information which is unlawful, infringing, threatening, abusive, malicious, defamatory, obscene, indecent, blasphemous, profane or otherwise objectionable in any way. (2b) Any material containing a virus or other hostile computer program. (2c) Any material or information which constitutes, or encourages the commission of a criminal offence, or which threatens, harasses, stalks, abuses, disrupts or violates the legal rights (including rights of privacy and publicity) of others, or which infringes any patent, trade mark, design right, copyright or any other intellectual property right or similar rights of any person which may subsist under the laws of any jurisdiction. (3) You will not send bulk email, whether opt-in or otherwise, from our network. Nor will you promote a site hosted on our suppliers network using bulk email. (4) You will not employ programs which consume excessive system resources, including but not limited to processor cycles and memory. (5) You shall observe the procedures which we may from time to time prescribe and you shall make no use of the Server which is detrimental to other customers. (6) You shall procure that all mail is sent in accordance with applicable legislation (including data protection legislation) and in a secure manner. (7) In the case of an individual User, you warrant that you are at least 16 years of age and if the User is a company, you warrant that the Server will not be used by anyone under the age of 16 years. (8) You are entirely responsible for any civil or criminal liability that is incurred as a result of any use of your web pages. If you post or allow to be posted a defamatory or libellous message, it is you that will be deemed to have published it and you shall be liable for the consequences of it.
4.1.3 We and our suppliers reserve the right to remove any material which they deem inappropriate from your web site without notice (specifically, but not restricted to, Warez and illegal MP3 content).
4.1.4 If you advertise or offer to sell goods or services via your web pages, you undertake to provide goods in conformity with any description and warranties made. You agree to comply with all relevant legislation including Advertising and Broadcast regulations, Consumer Credit Acts and Trades Descriptions Acts. If you are advertising goods in the course of a trade or business this must clearly be so stated.

4.2 Charges

4.2.1 All charges payable by you for the Services shall be in accordance with the scale of charges and rates published from time to time by us and shall be due and payable in advance of their service provision without any set-off or other deduction. We reserve the right to change pricing at any time, although all pricing is guaranteed for the current subscription period.