Terms and conditions.

 

  1. Agreement

    1. This agreement (“the Agreement”) is between the customer (“the Customer”, ”you”) and Mantis Digital Limited (“MD”, “we”, “us”). The terms of trade set out below govern all of the supply of services from us to you.
    2. MD will provide you with the services (“Services”) and any deliverables (“Deliverables”) as set out in any scope of work or quote document or as otherwise agreed between you and MD.
    3. This Agreement sets out the complete and only terms and conditions that apply to every supply, between MD and the Customer irrespective of any other representations that may have been made by MD the Customer hereby agrees that there are no variations to these terms and no other agreement.
  2. Acceptance

    1. Any instructions received by MD from the Customer for the supply of services shall constitute acceptance by the customer of the terms and conditions contained herein.
  3. Variation

    1. This agreement may be amended by us from time to time.  Once accepted by you this Agreement will apply to all future work carried out by MD for you.
  4. Fees and Payment Terms

    1. Unless specified in writing to the contrary any indication of price for the provision of services by MD is by way of an estimate only and shall not be binding on MD.
    2. MD will send you an invoice upon the completion of the work or on termination of our services by you but may also during the course of completing the work send you interim invoices for all Services and Deliverables provided up to the date of invoice (“Account”).
      1. If a project is delayed for reasons out of MD’s control, MD reserves the right to invoice for the full value of the project 90 days from its inception, regardless of its state of completion.
    3. In the case of new website builds MD requires a deposit to be paid before work begins and the final invoice to be paid before the website is pushed live.
    4. The launch of a new website denotes deemed acceptance from the client that that project is complete and that any further work (remedial or otherwise) is out of scope and can be charged for henceforth.
    5. The Customer shall pay the Account no later than fourteen (14) days following the date of invoice.
    6. If the Customer does not pay the Account, then MD reserves the right to:
      1. suspend or restrict your use of any or all Services and/or Deliverables provided by MD;
      2. refer the Customer’s account to a debt collection agency and/or credit agency;
      3. charge you solicitor and own client costs on collection; and/or
      4. In cases of non-payment, interest shall be payable by the Customer on all amounts overdue at the rate of 20% per annum calculated on a daily basis on the outstanding balance of the debt from the day our account was first due until payment in full is made.
  5. Confidentiality

    1. MD will not without the prior written approval of the Customer, disclose any of the Customer’s confidential information, unless required to do so by law.
    2. MD shall on demand return to the Customer any documents supplied to MD in connection with this Agreement.
    3. This clause shall survive the termination of this Agreement.
  6. Cancellation

    1. MD shall, without any liability, and without any prejudice to any other right it has in law or equity, have the right by notice to suspend or cancel in whole or in part any contract for the supply of services and provision of said services to the customer if the customer fails to pay any money owing after the due date or the customer commits an act of bankruptcy as defined in section 19 of the Insolvency Act 1967.
    2. Any cancellation or suspension of this agreement shall not affect MD’s claim for money due at the time of cancellation or suspension or for damages for any breach of any terms of this contract or the customer’s obligations to MD under this contract.
    3. You may terminate this Agreement at any time.  If you terminate this Agreement you must pay us all outstanding Accounts including any invoices rendered at the completion of the Agreement.  MD reserves the right to retain all documentation and information held by us until payment is received of all outstanding Accounts.
  7. Intellectual Property

    1. All development and design work undertaken for the Customer is done for the benefit of the Customer and Customer retains all ownership and intellectual property rights on settlement of completion invoice.
    2. The Customer agrees not to modify, copy, transmit, display, perform, publish, license or create derivative works from any information or software accessed by their association with MD without the express permission of MD. Where copying or transmission is expressly permitted, you must not change or delete any author attribution or copyright notice.
    3. Unless you have been expressly authorized to do so in writing by the legal owner of the proprietary right, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos. You will indemnify MD completely for any liability arising howsoever from your infringement of a proprietary right.
  8. Liability of Mantis Digital Limited

    1. MD shall not be liable in contract, tort, negligence or otherwise arising out of or in connection with work performed for any economic losses (including, without limitation, any loss of profits, business, contracts, goodwill, revenue or anticipated savings) or any special, indirect or consequential losses or any destruction of data arising out of or in connection with the work done, including but not limited to any loss suffered by the customer through websites we build being hacked or damage caused by any posting made through social media.
    2. The customer agrees to indemnify MD in respect of any claim for loss or injury occasioned as a result of services rendered and shall further indemnify MD in relation to any claim for: defamation; copyright, name or trademark infringement; violation of any privacy legislation; breach of intellectual property rights; breach of the Fair Trading Act 1986.
    3. You acknowledge that any competitions or promotions that MD undertake on your behalf are at your own risk and you will obtain legal advice on such competitions or promotions, accordingly you indemnify MD from any penalties or other loss that MD suffer as a result of the obligations imposed under the Gambling Act 2003.
    4. The Customer agrees that the liability of MD under this Agreement shall at all times be limited to our fee except in circumstances where MD has committed a criminal action, acted dishonesty or does not act in good faith with the Customer.
  9. Miscellaneous

    1. Mantis Digital Limited shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control.
    2. Failure by Mantis Digital Limited to enforce any of the terms and conditions contained in this contract shall not be deemed to be a waiver of any of the rights or obligations Mantis Digital Limited has under this contract.
  10. Entire Agreement

    1. This Agreement constitutes the entire agreement between the parties and supersedes all prior representations, agreements, statements and understandings, whether verbal or in writing.
  11. Changes to Agreement

    1. You agree to be bound by any changes to these terms and conditions as may be updated on our website from time to time and that it is your responsibility to keep yourself informed of these changes.