MediaVision Interactive Limited reserve the right to amend these terms from time to time.
a) Any offer from MEDIAVISION INTERACTIVE LIMITED, which has its principal place of business at River Reach, 31-35 East Lane, Kingston-upon-Thames, KT1 1LF, (“MVI”) will be subject to the following terms and conditions (“Terms and Conditions”). Once the proposal (which accompanies these Terms and Conditions (the “Proposal”)) is accepted and signed by the person or entity to whom the Proposal is addressed (the “Client”), the Proposal and these Terms and Conditions will constitute a legally binding contract between the parties EXCEPT THAT if the Proposal is not signed by the Client and (with the consent of the Client) MVI starts to provide the Services, the Client shall be deemed to have agreed to the Proposal and these Terms and Conditions.
b) The Proposal and these Terms and Conditions together with any documents expressly referred to therein (the “Agreement”) contain the entire agreement between MVI and the Client relating to the subject matter covered, and supersede all prior agreements, arrangements and understandings, written or oral, between the parties relating to the subject matter hereof (save for any fraudulent misrepresentations made by any person). No oral explanation or oral information given by any party shall alter the interpretation of these Terms and Conditions.
c) The Client warrants that it has not been induced to enter into the contract by any prior oral representation (whether innocently or negligently made) except as specifically contained in these Terms and Conditions.
d) Unless the context otherwise requires, in these Terms and Conditions references to the singular include the plural and references to the masculine include the feminine and vice versa.
e) The headings contained in these Terms and Conditions are for convenience only and do not affect their interpretation.
1.1 The quotation contained in the Proposal, is valid for 30 (thirty) days commencing on the date of this document. Following the expiry period of thirty days, and before the Agreement is accepted and signed by the client, prices are subject to change upon prior notification to the Client. MVI reserves the right to change any part of the quotation if it contains errors or omissions prior to signature by the Client.
2.1 MVI agrees to provide and the Client agrees to accept the services described in the Proposal (the “Services”) in accordance with the Terms and Conditions. The Services include and is not limed to search engine optimization, promotional services and any social media promotional services. The supply of the Services will commence once the Client has paid the deposit in accordance with the provisions of Clause 3.
2.2 Should the Client wish to modify or amend the scope of the Services MVI will provide the Client with a written quote for the cost of the works which are outside the scope of the Services. Quotes for additional work are calculated using MVI’s current hourly rates. Where the Client has accepted the quote the work will be performed in accordance with these Terms and Conditions.
2.3 In order to enable MVI to deliver the Services and to perform its obligations under this Agreement, the Client agrees that it shall not engage or employ another person or entity to provide the same or similar services to the Services for the duration of the Services save where this Agreement has been terminated by either party in accordance with these Terms and Conditions.
2.4 Contained within the Proposal is an outline timetable which MVI shall use its reasonable skill and care to adhere to however the parties agree that apart from the payment obligations of the Client time is not of the essence of this Agreement. The Client agrees to review the designs, provide feedback and sign-off in a timely manner and in accordance with the timetable. MVI is not liable for any delays to the timetable which are outside of its reasonable control or which are as a result of delays on the part of the Client.
3.1 The price of the Services shall be as quoted in the Proposal. The Client will need to add VAT at the current rate to any quotation given by MVI if invoiced within the UK.
3.2 Any additional service fees that may fall due shall be agreed as the need arises.
3.3 Set-up work and any third party “media budget” will be invoiced in advance and needs to be paid in full for work to commence unless otherwise agreed.
3.4 Unless otherwise agreed, monthly promotional work will be invoiced as soon as promotional work can begin for that period.
3.5 Unless otherwise stated on the invoice, all invoices must be paid by bank transfer to MVI’s nominated bank account within 30 days of the date of the invoice. No settlement discount is allowed.
3.6 In the event of delayed or non-payment of an invoice MVI shall be entitled to suspend the provision of the Services until such time as payment is made in full.
3.7 The Client shall not be entitled to make any deduction from any amount due from it to MVI nor shall the Client be entitled to exercise any right of set‐off except that in the event that the Client has a bona fide dispute as to the amount of any invoice issued by MVI which it has informed MVI of in writing within seven days of the date of invoice, then the Client shall be entitled to withhold payment of the amount which it genuinely disputes only pending resolution of that dispute. Following resolution of such dispute, the Client shall pay to MVI within seven days the full amount which it agrees or is ordered to pay including, if applicable, interest calculated in accordance with clause 3.8.
3.8 MVI reserves the right to charge interest on overdue amounts at the statutory rate set out in Section 6 of the Late Payment of Commercial Debts (Interest) Act 1998 (as may be calculated using the calculator on the website: www.payontime.co.uk).
3.9 If MVI is not paid an invoice by the due date it may instruct a debt collection agency or law firm to collect any amounts owing to it (including any interest and/or late payment charges). In such circumstances the Client will be liable to pay an additional sum to MVI which will not exceed the reasonable costs that it may have to pay the debt collection agency or law firm, who will add the sum to the outstanding debt.
4.1 For the purpose of this Agreement, each party may receive or be given access to confidential information or material which relate to, inter alia, without limitation, past, present or future products; source codes, software; research; development; inventions; processes; techniques; designs or technical information and data; marketing plans; business plans; financial statements or pro formas.
4.2 Each party agrees:
4.2.1 That unless otherwise notified to the other party, all such information as listed above including, without limitation, that owned or used by any of the Client’s affiliated or associated companies or its clients should be considered confidential;
4.2.2 Not to disclose, distribute, discuss or provide such confidential information to anyone or any organization not associated with MVI or the Client; and
4.2.3 The above-mentioned obligations do not apply to any information that is:
126.96.36.199 publicly known;
188.8.131.52 legally obtained from a third party who is not obliged to maintain confidentiality; or
184.108.40.206 legally acquired prior to the date of acceptance and signature of this contract.
If the project involves any development work, MVI will begin implementation once the design has been signed off by the Client and all content has been received by MVI. Failure to submit data may result in project deadlines being pushed out. Any amendments to the design following submission and requested by the Client will be billed for on an agreed time and materials basis, and may impact interim project deliverables and the final project deadline. In the event that any content supplied by the Client, whether textual or graphical, contains errors, MVI shall inform the Client and, if requested to do so, shall correct such errors but the Client shall be held responsible therefore and time taken in correcting such errors shall be charged on an agreed time and materials basis.
Any amendments or additions to the functionality of the site and requested by the Client following sign-off will be billed for on an agreed time and materials basis, and may impact interim project deliverables and the final project deadline.
MVI will endeavour to make appropriate recommendations regarding the hosting of a site. However, MVI will not accept liability for any technical faults relating to the hosting solution. All ISPs, recommended by MVI, offer a 24/7 support service, which provides support to the Client site.
MVI will, if within its power use its reasonable endeavours to assist in rectifying any hosting issues that may arise however it shall not be held liable for any hosting failures.
Both parties are required to appoint a dedicated project manager/representative for the entire duration of the project. The Client is also required to nominate an accounts representative, who will be responsible for settling outstanding payments.
Unless otherwise agreed, the project will commence immediately upon clearance of the deposit, into MVI’s assigned bank account.
Structured change control procedures are in place and will be implemented in the event that the client requests changes and/or additions. These procedures also safeguard MVI in the event that the scope of the project is in any way altered from that originally agreed to and signed off.
Each project will be assigned an overall Account Director by MVI, who will be the Client’s main point of contact regarding the project and s/he will deal with the Client’s day-to-day queries.
MVI implements standardised project management methodology. At any stage, the Client can request a status report.
When each of the Services, or stage of project (if separately invoiced) is completed, the MVI account manager will inform the Client and the appointed account representatives. The Client will then have 14 days to assess the project work and add final feedback to the project team in order to complete the Services to the pre-specified standards and requirements. Change control procedures will be implemented during this phase of the Services should the Client require amendments and/or additions outside the original scope of work. This will enable the Services to be signed off to the Client’s reasonable satisfaction.
It is the responsibility of the Client to test the project work in order to determine if there are any changes it wishes to make. Only once confirmatory feedback has been issued by the Client or its development representative (to be sent within 14 working days of completion and delivery of the Services to the Client ,including each stage of the Services, if applicable), will the Services (including each stage of the Services, if applicable) be deemed finalised and the next stage of the Services will commence (if applicable).
10.1 MVI warrants that it has the necessary skills and expertise to enter into this Agreement, and that it has the experience to perform its obligation with due skill and care.
10.2 MVI makes no representation or warranty that using the Services will result in increased visitors, revenue or an increase in the page ranking of the Client’s website by the search engines. We do not accept any liability whatsoever for any failure of the Services to meet or generate any target response levels or page impressions.
10.3 MVI disclaims any and all liability to the Client for the supply of the Services it provides to the fullest extent permissible under applicable law. If MVI is found liable for any loss or damage to the Client such liability is limited to the amount the Client has paid to MVI in respect of the Services. MVI cannot accept any liability for any loss, damage or expense, including any direct or indirect loss such as loss of profits, to the Client howsoever arising. This limitation of liability does not apply to personal injury or death arising as a direct result of MVI’s negligence. In no circumstances will MVI accept liability for loss of or damage to data, special, incidental or indirect damages or for any economic consequential damages or lost profits, business, revenue, goodwill or anticipated savings and/or loss from claims of third parties.
10.4 MVI shall not be held liable for any failure or delay in performing the Services where such failure arises as a result of Force Majeure. For the purposes of this Agreement “Force Majeure” means any event which is beyond the reasonable control of NOTD whereby it is prevented from or delayed in the carrying on of its business including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, extreme weather conditions, flood, epidemic, lock‐outs, strikes or other labour disputes (whether or not relating to NOTD’s workforce or that of any sub-contractor), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials. For the avoidance of doubt, MVI shall not be held liable for the delays or failure in performance of web hosting providers or other telecommunication providers.
10.5 The Client agrees to promptly and fully to indemnify MVI and keep MVI indemnified and hold MVI harmless against any and all expenses, damages, liability, claims and losses of any kind (including reasonable legal fees and costs) incurred by MVI in connection with any claims actual or threatened, of any kind (including, without limitation, any claim of trademark or copyright infringement, libel, defamation, breach of confidentiality, breach of any statutory or regulatory duty, false or misleading advertising or sales practices) arising from any material provided by a Client or as a result of any breach or non-performance of any of the representations, warranties or other terms contained in these Terms and Conditions or implied by law and the indemnity may, without limitation, be claimed as a debt or liquidated demand.
10.6 MVI shall not be held liable for any misrepresentations other than fraudulent misrepresentations.
10.7 Nothing in these Terms and Conditions affects any statutory rights of consumers or limits the liability of MVI for death or personal injury caused by MVI which cannot be waived or limited by contract.
11.1 In this clause, “IPR” and “Intellectual Property Rights” shall mean patents, rights to inventions, copyright and related rights, topography rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights of a similar nature, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
11.2 All Client content provided by the Client to MVI for the Services and the copyright, design rights and trademarks contained within such Client content shall remain the property of the Client. MVI shall use such Client content under licence from the Client for the sole purpose of providing the Services.
11.3 The Client warrants that it has obtained all relevant permissions and rights for the use of the Client content that it has provided which belongs to or is otherwise created by a third party and the Client shall indemnify MVI in full against any cost, loss, damage or expense that it may incur as a result of any claim made by a third party for breach of its IPR contained within the Client content.
11.4 The IPR in any method of working developed by MVI when undertaking work for the Client shall belong to MVI absolutely and the Client shall not be able to claim any entitlement thereto. To the extent permitted by law, all Intellectual Property Rights in the underlying work product developed by MVI during the course of performing the Services shall belong to MVI and shall automatically transfer to the Client upon payment in full of all fees for the Services.
Neither party shall be liable to the other for any delay in performance caused by Force Majeure and the party in delay shall be entitled to a reasonable extension of time for performance which shall be no longer than the period of the Force Majeure.
13.1 This Agreement shall be effective as of the date MVI receives the Proposal duly signed on behalf of the Client (or if earlier as of the date when MVI starts to provide the Services with the consent of the Client) and this Agreement shall continue, and the Services shall be provided, for the period specified in the Proposal or until earlier terminated in accordance with this Agreement. If no period is specified in the Proposal, this Agreement shall continue, and the Services shall be provided, unless and until terminated in accordance with clauses 13.2 or 13.3.
13.2 For the first year of this Agreement, either party may terminate this Agreement by giving 2 months’ notice in writing to the other party. After the first year, either party may terminate this Agreement by giving 6 months’ notice in writing to the other party. In either case, the Services shall cease to be provided upon expiry of the notice period.
13.3 Notwithstanding clause 13.1, this Agreement and the Services may be terminated forthwith by written notice from either party to the other if:
13.3.1 the other party commits any material breach of any of the terms of this Agreement and, if capable of remedy, shall have failed to remedy such breach within 30 days after the receipt of a request in writing from the other party to do so;
13.3.2 the other becomes insolvent or bankrupt or is otherwise unable to pay its debts as they fall due; or
13.3.3 both parties mutually agree in writing to the immediate termination of the Agreement and the Services.
14.1 The Client shall pay MVI for all Services delivered and work performed up to the effective date of termination for any reason. MVI shall invoice the Client for all amounts due to it and the Client shall be liable to pay such invoice in accordance with clause 3.
14.2 Any portion of the amortised setup payment that is outstanding will be payable in full.
14.3 Upon termination, MVI shall promptly return any documentation or material (including any copies thereof) that have been provided to it by the Client and/or any associated or affiliated companies of the Client) to enable it to provide the Services and products hereunder.
15.1 MVI may assign, transfer or subcontract any part or parts of these Terms and Conditions or the Services that it provides without the requirement to obtain the consent of the Customer. The Client may not assign or transfer this Agreement to a third party without the prior written consent of MVI.
15.2 For the duration of the Services and for a period of one (1) year thereafter, the Client shall not solicit or attempt to solicit either directly or indirectly through a third party or otherwise any employee, agent, representative, sub-contractor or associate of MVI where such person was directly involved in the provision of the Services. “Solicit” in this context shall not include general solicitations such as advertisements in newspapers, trade publications or on the internet. In the event of a breach of this clause and as a measure of its damages, MVI shall be entitled to charge twenty five percent (25%) of the daily charge out rate which it would have been entitled to charge for the relevant person for a period of six (6) months following such breach.
15.3 MVI shall be entitled to reproduce samples of work undertaken for the Client in its portfolio or other marketing materials on its own website.
15.3a Calls made to and from MVI’s offices are recorded for internal use only. Calls are recorded to provide evidence of a business transaction and to ensure quality standards.
15.4 This Agreement shall constitute the entire agreement between the parties for the provision of the Services. No other terms, statements representations or promises whether expressed or implied shall form part of the Agreement. In the event of any conflict between these Terms and Conditions and any other document these Terms and Conditions shall prevail.
15.5 If any term or condition of these Terms and Conditions shall be deemed invalid, illegal or unenforceable, the parties hereby agree that such term or condition shall be deemed to be deleted and the remainder of these Terms and Conditions shall continue in force without such term or condition.
15.6 This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The parties hereto submit to the exclusive jurisdiction of the courts of England and Wales.
15.7 No delay or failure on the part of either party to enforce its rights or remedies under these Terms and Conditions shall constitute a waiver on its part of such rights or remedies unless such waiver is confirmed in writing.
15.8 Any notice or other information required or authorised by these Terms and Conditions to be given by either party to the other may be given by hand or sent by first class pre-paid post to the other party at the registered office address of that party and shall be deemed received on the day that the notice is handed over in person or, if posted, 48 hours after posting.
15.9 No provision of this Agreement shall be enforceable by any person who is not a party to it pursuant to the Contract (Rights of Third Parties) Act 1999.
15.10 No variation or alteration of this Agreement shall be valid unless approved in writing by the Client and MVI.