The Magento Agency aims to provide a range of quality Servicesto all customers and we therefore ask you to agree to certain terms and conditions shown below . We would rather operate without the need for defined terms & amp; conditions but unfortunately we have no choice . If there is any term or condition that prevents you from dealing with us please contact us and we will look at it, and if reasonable, will confirm in writing it’ s exclusion as part of our agreement.
These are the only terms and conditions under which we are willing to provide Services to you. By requesting our Services it is deemed that you accept these terms and you agree to be bound by them.
We are: web2market Ltd trading as The Magento Agency Registered in England, No: 4113469. VAT Registration Number: 763592501 Data Protection Act Registration Number: Z8323328
Our address is: Riverside House 160 High Street Huntingdon Cambs PE29 3SG United Kingdom Our e-mail address is: [email protected]
You are: Anyone who pays us for our services.
The terms and conditions
Basis of contract a) Subject to the terms set out in this document and to your compliance with our Conditions of Acceptable Use we agree to provide to you some or all of the services described on our website (“the Services”). The prices as stated on our website or proposal or quote. We now refer to the prices of Services we sell to you as the “Price”. b) The information on our website is to be treated in law as an invitation to you to make an offer, and not itself an offer. Accordingly, there is no contract between us until we have accepted you as a client or customer by confirmation by letter or e-mail. c) We are free to refuse your order or to offer to supply you at a different price or under different conditions. d) This document forms the basis of the contract between us automatically upon our acceptance.
Identification of the Service You acknowledge that: a) You buy as a business and not as a consumer; b) You understand exactly what is included in the Services; c) You are satisfied that the Services are suitable and satisfactory for your requirements; d) In entering into this contract you have not relied on any representation or information from any source except the definition and explanation of the Price and the Services given on our website or proposal or quote.
Projects we undertake on your behalf a) For many clients we undertake ad hoc projects, for example a marketing campaign or the creation of a website. If a project is held up for more than 30 days, because you or your agents find you are unable, due to reasons outside of our control, to provide us with the necessary material or feedback, we reserve the right to invoice you for the work that has been carried out up to that point. In our experience project delays are very time consuming as it requires people to revisit topics, conversations and code and so we reserve the right to make reasonable additional charges to the final project bill should a project be delayed beyond 30 days because you or your agents are unable to provide the necessary information to allow us to proceed. b) Payment of a deposit invoice will constitute acceptance of our proposal and our terms and conditions.
Conditions of Acceptable Use a) You may only use our products or Services for lawful purposes. b) Unauthorised distribution or copying of material protected by copyright or trademark or copyrighted software, is prohibited.
Price increase a) The Price is as stated on our proposal or quote. b) We may increase our prices at any time and we will give prior notice of any increase.
Payment and value added tax a) You agree to pay the Price monthly or annually for the Services, together with value added tax at the then current rate. If you can satisfy us that you are resident in a country not liable to value added tax, then we shall not charge it to you. b) All payments by cheque, bankers draft or bank transfer must be made in pounds sterling. If you pay by cheque it is your responsibility to make sure cleared funds are in our account by the due date. c) All payments must be made within 30 days of the invoice date, unless otherwise agreed in writing or stated on the invoice. d) Whilst any payment due under the agreement remains outstanding, The Magento Agency shall be entitled at its sole and absolute discretion to withhold provision of any Services it would otherwise be obliged to provide under the agreement. Should services be withheld and then re-instated, we may need to apply a fee to cover the work resulting from this withdrawal and re-instatement.
Late payment surcharge a) Where payment for Services is overdue we reserve the right to exercise our statutory right to charge interest and compensation for debt recovery costs under the late payment legislation. We also reserve the right to suspend service. b) If any payment you are required to make is not honoured by your bank or building society we may charge you a reasonable fee to cover our time and administration costs, the current minimum charge is £45.00 + VAT. c) If your account is closed by us because you have not made a payment when due or because you have for any reason failed to give us notice of cancellation you now agree to pay us: all of the Price for Services to the end of the month of cancellation, whenever that is; the Price for one additional month to compensate us for your failure to give notice, unless otherwise specified on our proposal or quote, whichever is the greater; and you agree that these terms are reasonable.
Termination a) Where no termination date has been specified on our proposal or contract this agreement will terminate upon either of us giving the other one month’s notice in writing addressed by post to the last known land address or by email to the last known email address of the other of us. For this and all purposed in connection with this agreement, our addresses are as at the head of this document. b) If your cancellation is to be effective, you must give us full information to enable us to identify: who you are and that you have proper authority to cancel, and the Service you wish us to cancel. c) The agreement may also terminate when we terminate it, without notice, on account of your failure to comply with these terms or our Conditions of Acceptable Use. d) If the agreement is cancelled after work has commenced you will be liable for the full balance of previously agreed costs as stated on our website, proposal or quote.
Money refund You are not entitled to a refund of any fees paid to us: a) if you terminate this agreement earlier than the contracted date, or b) if we terminate this agreement because you have failed to comply with our Conditions of Acceptable Use.
Interruption to Services a) If it is necessary for us to interrupt the Services, we will give you reasonable notice where this is possible and when we judge the down time is such as to justify telling you. b) You acknowledge that the Services may also be interrupted for many reasons beyond our control. c) You agree that we are not liable to you for any loss, foreseeable or not, arising from any interruption to the Services.
Service Level Agreement ( SLA) a) Our web server is normally available 100% of the time however all complex systems suffer from failure on occasion. We therefore guarantee that our web server will be available at least 99% of the time. If, however, we fail to deliver this, we offer compensation at the following rates: If our web server is unavailable in a 30 day period for: 98% to 98.99% we offer 25% compensation (25% of your annual hosting fee divided by 12) 97% to 97.99% we offer 35% compensation (35% of your annual hosting fee divided by 12) 95% to 96.99% we offer 50% compensation (50% of your annual hosting fee divided by 12) 94.99% or below we offer 100% compensation (100% of your annual hosting fee divided by 12) b) In order to receive a credit, you must make a request for credit by email or fax to The Magento Agency. Each request in connection with this SLA must include the dates and times of the unavailability of your website and must be received by us within ten business days after your website was not available. c) The total amount credited to customers in a particular month under this SLA shall not exceed the total hosting fee paid by customer for such month, for the affected Services.
Technical support We will provide direct technical support for the Services that we provide between the hours of 9am-5pm Monday to Friday. In the event of an emergency i.e. your website is unavailable we will provide direct technical support 24 hours a day for seven days a week using the normal contact phone number.
Intellectual property ownership a) You agree that you own the copyright or reproduction rights for all artwork, photographs, trade names and other materials supplied to us. b) You must be the legal owner or have obtained the required legal permissions to use any material you supply to us. c) Any materials provided by you will remain your property.
d) Upon full payment, ownership rights of the website or software application will be transferred to yourselves. This excludes any elements where copyright exists, such as, but not limited to; stock photography, scripts & software, graphics, video, audio or multimedia. Copyright for these will remain with the respective owners.
e) We reserve the right to display images of the final product for use in our portfolio and advertising except where doing so would violate any client confidentiality agreement in place.
f) We reserve the right to reserve the right to provide a discrete link back to our web site from your own.
Bandwidth and Disk Usage: We provide a high level of bandwidth and disk availability. In rare cases, if we find you to be using server resources to such an extent that you may jeopardise server performance and resources for other clients we reserve the right to suspend your site immediately. This policy is only implemented in extreme circumstances and is intended to prevent the misuse of our servers. You may be offered an option whereby we continue to host the website for an additional fee.
Confidentiality a) We are both aware that in the course of business we will each have access to and be entrusted with information in respect of the business and operation of the other and their dealings, transactions and affairs, all of which information is or may be confidential. b) We and you hereby undertake for ourselves and every employee or sub-contractor whose Services we use that neither we nor they will divulge to any person whatever or otherwise make use of (and shall use their best endeavors to prevent the publication or disclosure of) any trade secret or confidential information. c) We both mutually undertake to the other to make all relevant employees agents and sub-contractors aware of the confidentiality of information and the provisions of this paragraph and to take all such steps as shall from time to time be necessary to ensure compliance by our employee’s agents and sub-contractors with these provisions.
System and Network Security a) You agree that you will not, and you will not allow any other person to, violate or attempt to violate any aspect of the security of our systems. b) You understand that any such violation is unlawful in many jurisdictions and that any contravention of law may result in criminal prosecution.
Bulk Email a) We provide for some customers email receipt and despatch services. In order to prevent our email server becoming blacklisted for the delivery of bulk email which may be misinterpreted as spam, we prohibit the use of our mail server(s) for the delivery of bulk email. This is a policy for the benefit of all customers.
No duty to monitor We are under no obligation to monitor or record the activity of any customer for any purpose, nor do we assume any responsibility through our Conditions of Acceptable Use or otherwise to monitor or police Internet-related activities.
Violation of our Conditions of Acceptable Use a) You agree at all times to comply with our Conditions of Acceptable Use (point 3). b) If in our absolute discretion we think you have violated our Conditions of Acceptable Use, we shall notify you of this by email. We may suspend service to you pending further investigation. c) If within 12 months of the first violation, you commit a second violation whether in a similar or different way then we may terminate part or all of the Services without notice. d) In any case we may suspend all the Services without notice if we reasonably believe the circumstances justify this to protect ourselves or others or to comply with any law. In making the decision to suspend we are not obliged to consider the cost or damage to you that may be caused by suspension of the Services to you. e) Money will not be refunded to you in respect of any period during which Services are suspended.
Your contact details You undertake to provide to us your current land address, email address, fax and telephone numbers as often as they are changed.
Limitation of liability a) We give no warranty in connection with the Services. b) We do not represent that the Services are suitable for your use. c) You have not relied on us as “experts” in any area, however, we will provide you with the best advice within our capacity. d) We accept no responsibility for any consequential loss resulting from the malfunction of software or systems provided by us. e) You agree that in any circumstances when we may become liable to you for a hosting failure, the limit of our liability is the amount you have paid us for hosting services in the immediately preceding 2 month period. f) (for the avoidance of doubt) we shall not be liable to you for loss of profits goodwill or any type of special indirect or consequential loss (including loss or damage suffered by you as a result of an action brought by a third party) even if such loss was reasonably foreseeable or we had been advised of the possibility of your incurring it. g) Where we write software applications (e.g. a website) we work to ensure that those applications are programmed securely. We are unable to predict or plan for all possible security exploits/insecurities that may at some time in the future occur on your application. Should your application be compromised/exploited we accept no liability for any resultant losses to data or sales. Where an application has been compromised we reserve the right to disable the application (e.g. stop the website) should it present a risk to our other clients or to the browsing public. If data has been lost/altered we will endeavour to recover your data should you wish us to do so and will charge you for the time taken to do this. Following an exploit, it is highly likely we will need to make changes to your application or its server environment to ensure that there is not a repeat of the exploit. If this is the case, we will notify you of that need and provide you with an estimate of the labour costs involved for which you will be liable.
You indemnify us You agree to indemnify us against all costs claims and expense arising directly or indirectly from: your failure to comply with the law of any country; the posting by you of any content on your website; a breach of the intellectual property rights of any person; the posting by any third party with or without your knowledge of any material on your website; any action taken or omitted by any third party in relation to your website;
any use of your website for a purpose forbidden by this agreement; and for the purpose of this paragraph you agree that the cost of our management and technical time is properly recoverable and can reasonably be valued at £65 per hour without further proof.
Force majeure a) Neither party shall be liable for any breach of its obligations resulting from causes beyond its reasonable control including strikes of its own employees. b) Each of the parties agrees to give notice immediately to the other upon becoming aware of an event of force majeure such notice to contain details of the circumstances giving rise to it. c) If a default due to force majeure continues for more than 6 weeks then the party not in default shall be entitled to terminate this agreement. Neither party shall have any liability to the other in respect of the termination of this agreement as a result of force majeure.
Successors to the agreement a) The benefit and obligations of this agreement shall be binding on any successor in title. b) Neither party shall be entitled to assign this agreement nor all or any of their rights and obligations hereunder without the prior written consent of the other.
Dispute Resolution In the event of a dispute arising out of or in connection with this Contract and which has not been resolved following discussions and negotiations between a person or persons appointed or authorised by the Customer and the Web Writers then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.
Waiver Failure by us to enforce at any time or for any period any one or more of the terms or conditions of this Contract shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Contract.
Jurisdiction These Terms and Conditions and any questions, disputes or other matters relating to them shall be governed by and determined in accordance with the laws of England.