1 DEFINITION OF TERMS
Manx By Design ( Registered Manx Company 028474B ) having its principal place of business at Isle of Man
The Client – the entity which enters into a contract with Manx By Design
Domain Name – the root address ( URL – Uniform Resource Locator ) of a website, eg www.youraddress.com, all such names must be registered with the appropriate naming authority, who will charge an annual registration fee.
Website – a collection of web pages, images, files and associated code which forms an integrated presence.
Host – the company on whose data storage servers, the website files and their contents physically resides.
Search Engine – a website such as Google or Yahoo which contains a directory of other websites on the Internet enabling users to find websites by subject matter classification.
Link, Hyperlink – a ‘clickable’ link embedded on a web page which may take the form of a graphic or text.
Downtime – time when the website is not accessible via the Internet. This may be because of a technical failure of the Host or because work is being carried out on the site.
The Work – the subject matter of the contract between the Client and Manx By Design
2.1 Fees Payable
A non refundable deposit of between 25% and 50% (dependant upon service contract value) of the total fee payable under the contract is due immediately upon entering upon the contract. The remaining balance shall become due when the Work is completed to the reasonable satisfaction of the Client but subject to the terms of Clause 4.3 Approval of Work and Clause 4.4 Rejected Work hereof. Manx By Design reserves the right not to begin the Work until the said deposit has been paid in full. The fee quoted in the contract does not include the cost of domain registration, hosting set up fee or hosting unless otherwise stated.
2.2 Maintenance Fees
Website maintenance, ( including minor updates to the contents of pages within the structure of the existing pages of the site such as text or images, news or blog articles ) if requested and included in the contract, shall be on a month to month basis, with a set fee payable in each month or invoice cycle.
No minimum website maintenance term will apply, clients are free to withdraw from website maintenance at any time.
Other additional fees for works that fall outside of the regular maintenance contract will be assessed on an hourly basis at £25/£30 per hour or part thereof and quoted for prior to commencement of work.
All of our maintenance contracts are subject to “fair usage” if Manx By Design feels that a client is being excessive in there requests for repeated or large volumes of work that may impact services for other clients, Manx By Design reserves the right to charge for those works, or defer those works until such time as they do not impact other clients services.
Regular search engine re-submissions, other than the original submission included in the services contract fee, shall be included in the maintenance fee.
2.3 Overdue Renewal Fees
If payment of website hosting services and or domain name renewal, is not received by the invoice due date, Third party late payment fees of a minimum of 75 pounds per service may be applied. If such fees are applied website services will not be restored until both the original invoice and any additional late payment fees are paid in full. By removing the web site from the Internet, Manx By Design does not remove the Client’s obligation to pay any outstanding monies owing at the time of removal.
2.4 Late Payment Fees & Interest Charges
Manx By Design reserves the right to charge interest on any outstanding balance due. The interest rate to be applied in respect of late payments will be the European Central Bank (the “ECB”) main refinancing rate, plus 8%, unless otherwise agreed in writing. Manx By Design are entitled to charge a minimum of 40 pounds in relation to administration expenses incurred as a result of each late payment and will claim any reasonable recovery costs incurred if applicable
3.1 Third Parties
Manx By Design can take no responsibility for services provided by third parties through us or otherwise, including Email services and the Hosting of the Client’s Website, although Manx By Design will endeavour to ensure that Website downtime is kept to a minimum.
3.2 Maintenance and Correction of Errors
Manx By Design takes no responsibility for the functionality or maintenance (unless a maintenance contract is in place) of the Website after the Work has been completed. Errors (both technical and typographical) attributable to Manx By Design will be corrected free of charge, but Manx By Design reserves the right to charge a reasonable fee for correction of errors for which Manx By Design is not responsible, including, but not limited to malicious modification of the Website by a third party and typographical errors contained in materials provided to Manx By Design by the Client.
3.3 Extent of Work
Installation on the Internet is limited to the uploading of all necessary files to the Host, and testing of functionality. No registration of the Website with Search Engines will be undertaken unless otherwise agreed with the Client.
3.4 Consequential Loss
Under no circumstances will Manx By Design be responsible or liable for financial or other loss or damage caused by the failure or use or misuse of its software. The Client should ensure that data on their site is regularly backed up and that a contingency plan is in place to minimize possible losses as a result of software failure.
3.5 Status and Duration of Offers
Proposals and offers are valid for a period of one month from the date issued. Manx By Design is not bound to honour offers that have expired. Offers are not legally binding until an acceptable timetable for the work has been agreed by both parties. This timetable must be agreed within the month that the offer is valid. If an acceptable timetable has not been approved by both parties within one month of the offer being made, the offer is deemed to have expired.
3.6 Search Engine Listings
Manx By Design does not guarantee listings on Search Engines and the Client accepts that it is Search Engines, and not Manx By Design who determine whom they list and whom they will not. The Client further understands there is no guaranteed placement or rank on the Search Engines and that a new website may never even appear on Search Engines at all. Manx By Design does not control Search Engines algorithms and huge shifts can appear daily, weekly and even hourly.
3.7 Complimentary Email Services
Manx By Design does not guarantee and makes no warranty that the Free email services we offer to our clients via third party email servers will meet their ongoing requirements or will remain reliable, or that the functionality of those Free email servers will be uninterrupted and error free. Manx By Design does not guarantee that any defects will be corrected within any specific timescale, as such maintenance to those servers falls outside of Manx By Design control. Manx By Design does not guarantee the third party hosting companies that make these email servers available to our clients are free of viruses or anything else which may be harmful or destructive.
Under no circumstances will Manx By Design be responsible or liable for financial or any other loss or damage caused by the failure of third party equipment, or the owners of such equipment to maintain it.
Manx By Design will not in any way be responsible or liable for maintenance of third party software used by our clients on their own computers to access POP3 / IMAP email services. It is the Customer’s responsibility to update and maintain third party software as required.
3.8 Our Clients Content
Manx By Design, does not necessarily endorse, support, sanction, encourage, verify or agree with the content, comments, opinions or statements of our customers or partners. Information, products, and services offered, sold or placed online, belong to the respective companies or individuals who place them there via our services and are not representative of Manx By Design. The user understands that Manx By Design is not responsible for the content, quality or merchantability of any information, product or service offered by our clients and the user must assume full responsibility to evaluate independently the accuracy, completeness, quality and usefulness of any information or other content offered.
Manx By Design hereby expressly disclaims any and all warranties, express and implied, including but not limited to any warranties of accuracy, reliability, merchantability or fitness for a particular purpose by any vendor, customer, or associate offering information, products, and services through Manx By Design website, linked to Manx By Design website, or constructed by Manx By Design. Manx By Design is not responsible, and shall have no liability, with respect to any information, product or service offered by others using the services of Manx By Design. Manx By Design shall not be liable for any damages allegedly sustained arising out of use of the information, products and services supplied by our clients.
Manx By Design only liability in the event of errors shall be the correction or removal of the erroneous information after verification. Manx By Design will not tolerate any adult material or spamming and both infringements shall result in immediate termination and removal of the client’s site.
3.9 Our Clients Responsibilities
Manx By Design insists that all content supplied by our clients during the development and publication of their website complies with all local licencing regulations (if applicable). It is the responsibility of the client, not Manx By Design to ensure website content complies with any local licencing laws ( if applicable )
4 COMPLETION OF WORK AND PAYMENT
4.1 Completion of Work
Manx By Design warrants completing the Work in accordance with its Standard Terms and Conditions to the specifications previously agreed with the Client. Manx By Design will not charge more than the amount previously agreed unless the Client has varied the specifications of the Work since the agreement. Manx By Design will not undertake changes to the specifications of the Work which would increase the cost, without prior authorisation from the Client.
4.2 Supply of Materials
The Client is to supply all materials and information required for Manx By Design to complete the Work in accordance with the agreed specification. Such materials may include, but are not limited to, photographs, written-copy, logos and other printed materials. Where the Client’s failure to supply such materials leads to a delay in completion of the work, Manx By Design has the right to extend previously agreed deadlines for the completion of the Work by a reasonable amount. Where the Client’s failure to supply materials prevents progress on the Work for more than 21 days, Manx By Design has the right to invoice the Client for any part or parts of the Work already completed.
4.3 Approval of Work
On completion of the Work, the Client will be notified and have the opportunity to review it. The Client should notify Manx By Design in writing or email, of any unsatisfactory points within 7 days of receipt of such notification. Any of the Work which has not been reported in writing or email to Manx By Design as unsatisfactory within the 7 day review period will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected, and the contract will be deemed to have been completed and the 50% – 75% balancing payment under Clause 2.1 Fee Payable will become due. The Contract will remain in effect until all obligations have been completed in terms of this Clause.
4.4 Rejected Work
If the Client rejects the Work within the 7 day review period, or will not approve subsequent Work performed by Manx By Design to remedy any points reported by the Client as unsatisfactory, and Manx By Design considers that the Client is unreasonable in his repeated rejection of the Work, the contract will be deemed to have expired an Manx By Design can take any legal measures to recover both payment for the completed Work and reasonable expenses incurred in recovering payment.
Upon completion of work, Manx By Design will invoice the Client for the remaining balance of the payment in accordance with Clause 2.1 Fee Payable hereof, which, in the absence of agreement to the contrary, is to be paid by the Client within 7 days of the date that the invoice was issued.
4.6 Remedies for Overdue Payment
If payment has not been received by the due date, Manx By Design has the right to suspend ongoing work for Client, until such time that full payment of the outstanding balance has been received. If full payment has still not been received 7 days after the due date, Manx By Design has the right to replace, modify or remove the Website and revoke the Client’s licence of the Work until full payment has been received. By revoking the Client’s licence of the Work or removing the web site from the Internet, Manx By Design does not remove the Client’s obligation to pay any outstanding monies owing.
5 INTELLECTUAL PROPERTY
5.1 Offers and Proposals
Offers and proposals made by Manx By Design to potential clients should be treated as trade secrets and remain the property of Manx By Design Such offers and proposals or the information contained within them must not be passed to third parties or publicly disseminated without prior written authorization from Manx By Design This includes, but is not limited to, technical features, functionality, aspects of the design and pricing information.
5.2 Warranty by Client as to Ownership of Intellectual Property Rights
The Client will obtain all the necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trademarks or any other material it supplies to Manx By Design for inclusion in the Website. The conclusion of a contract between Manx By Design and the Client shall be regarded as a guarantee by the Client to Manx By Design that all such permissions and authorities have been obtained and that the inclusion of such material on the Website would not constitute a criminal offence or civil delict. By agreeing to these terms and conditions, the Client removes the legal responsibility of Manx By Design and indemnifies the same from any claims or legal actions however related to the content of the Client’s site.
5.3 Domain Name
Any Domain Name purchased or obtained on behalf of the Client by Manx By Design shall remain the property of Manx By Design. The Client agrees to indemnify Manx By Design including any incidental costs, against any claims that a Domain Name applied for, or obtained, violates the intellectual property rights of a third party. The Client warrants that the domain name sought is not a trademark of a third party. Domain names may be transferred directly to the clients own Domain registrant account upon request, subject to standard transfer costs.
Once Manx By Design has received full payment of all outstanding invoices and the Work has been approved by the Client in accordance with Clause 4.3 hereof, the Client will be granted a licence to use the Website and its contents.
5.5 Trade Secrets
Any code that is not freely accessible to third parties and not in the public domain, and to which Manx By Design or their suppliers owns the copyright, may not be copied, published, distributed or passed to any third parties in any form without prior written consent from Manx By Design Unless previously agreed otherwise in writing, no modifications may be made by the Client or any third party to code to which Manx By Design or their suppliers owns the copyright. Manx By Design acknowledges the intellectual property rights of the Client. Information passed in written form to Manx By Design and that the Client has indicated is confidential or a trade secret, will not be published or made available in any other way to third parties without the prior written consent of the Client.
6 RIGHTS AND RESPONSIBILITIES
6.1 Right to Terminate
Manx By Design reserves the right to refuse or break a contract without prior notice, if it is believed that the Client, their Website, or any material is illegal, immoral or otherwise unacceptable.
6.2 Manx By Design reserves the right to remove a clients website from its hosting servers if the client fails to pay the required hosting fees within 7 days of the invoice due date, as per section 2.3
6.3 Manx By Design reserves the right to not renew a client’s domain name if the client fails to pay the required domain renewal invoice within 7 days of the invoice due date, as per section 2.3
6.4 Events Beyond the Control of Manx By Design
Manx By Design will not be liable for breach of contract where that breach was due to software, hardware or electrical failure, natural events such as fire, flood, storm, earthquake or other events beyond the control of Manx By Design
6.5 Supply and Pricing of Services
Manx By Design reserves the right to use whoever it feels appropriate at the time, for third party software and services, and to alter its prices as necessary without prior notice and without affecting existing contractual pricing agreements.
This Agreement shall be governed by the laws of Ireland/UK/Isle of Man which shall claim venue and jurisdiction for any legal action or claim arising from the contract between Manx By Design and the Client. The said contract is void where prohibited by law.
7.2 Survival of Contract
Where one or more terms of the said contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable at law.
7.3 Change of Terms and Conditions
These terms & conditions may vary from time to time. The Client will be informed of applicable revisions as and when they are issued.
7.4 Acceptance of our Terms and Conditions
The placing of an order either verbally or via any other medium such as telephone, electronic or written communication expresses acceptance of our terms of business. The following conditions apply to and are deemed to be incorporated in all contracts for the supply of services and materials.
They specifically exclude any terms and conditions proffered by the client. No variation to these Terms and Conditions shall be binding unless agreed in Writing between the authorised representatives of the Customer and Manx By Design
The Terms and Conditions on this website shall prevail and supersede any previous terms and conditions, either written or electronic as supplied by Manx By Design at an earlier date.
Payment Device Return of Damaged Goods Policy can be found below:
The return of damaged or faulty goods.