Terms and Conditions

Introduction
These terms and conditions apply to clients (the Client) who commission M J Software Solutions (MJS) to provide services as set out below :

• Design and creation of a website for the Client
• Review of an existing website belonging to the Client
• Marketing, internet marketing strategy and consultancy
• Hosting and support for the Client’s website
• Integration of Website operation/information into the Client’s administrative systems
• Search engine services and internet marketing support
• Any other services agreed in writing, email or any other medium

 
The engagement is subject to the Order Form and any specific letter accompanying it signed by both the Client and M J Software Solutions, and to the terms and conditions of M J Software Solutions as set out in this document. The terms and conditions may be varied by the Order Form and the accompanying letter described above.

Website creation.

1. Upon receipt of confirmation of an order for a MJS website, and an initial fee being paid with the order, MJS undertake to do the following:

• If required, register (and pay for) a suitable website name which will be registered in the Client's name and for the Client's exclusive use .
• Design and create in timely fashion a website with an appropriate navigation system. Websites will be designed such that they are suitable for display at screen resolutions 800 by 600 and 1024 by 768 (or equivalent) in Internet Explorer, Netscape and Opera web browsers (latest two versions), and running on PCs running Microsoft Windows 95 or later.
• Incorporate into the website such text and pictures as are supplied in suitable form by the Client. It is the Client's responsibility to ensure that they have the necessary copyright to use any images which they supply for use on their website, and the Client indemnifies MJS against any action resulting from any failure on their part in this matter. NOTE. Where pictures are supplied by MJS for a website then the Client has non-exclusive use of these images which may not be used other than on the website.
• Provide, if required, a standard end-user enquiry form that will allow website users to contact the email address nominated by the Client to MJS.
• Provide an initial hosting service without charge so that the Client can view their draft site.

2. The MJS logo and associated MJS copyright notice must remain on the menu area of the designed site.

Website acceptance, ownership and cancellation

3. When MJS believe that they have completed a satisfactory design for the Client's website, the Client will be shown the design and asked to approve it. If the Client approves the site, or does so after subsequent agreed changes, then the website will be deemed to be accepted. The site will only be put fully live on the internet under the Client's website name when the Client’s acceptance has been received in writing and the final agreed design payment has been made. The date when the website is put fully live under the Client's website name is the 'go-live' date and thereafter risk of loss or damage of any kind to the website ,the software used ,the content or the documentation related to it shall pass to the client.
4. MJS reserves the right to cancel this contract at any time without explanation or compensation, returning all materials supplied and returning any fees paid (less expenses directly incurred in registration of a website name for the Client).
5. Ownership of the website remains with MJS until Client acceptance has been received. Thereafter MJS grants the Client non-exclusive use of design features and material not originally supplied by the Client. This use is limited to the single Internet site created by MJS under this contract, and comprises solely the htm and asp pages created, or their equivalents, and Macromedia Flash .swf files if relevant.

Website maintenance

6. Client MAINTAINING OWN WEBSITE. In this case the Client will be provided with logon details and password, using whichever software package they choose. No additional charges are made. Any page which has been amended directly by a Client becomes the Client's own responsibility including the provision of backups. MJS will, at their sole discretion, offer reasonable assistance in resolving issues that arise.
7. MJS  MAINTAINING WEBSITE - MINOR EDITS. MJS will, at no charge, make minor edits on request to an existing website created and hosted by MJS. A minor edit is one of the following:

• a change to or addition of a telephone/fax number, email address or postal address
• a correction of a spelling mistake or other 'typo'.
• a change to opening times or equivalent features.

8. MJS MAINTAINING WEBSITE - MAJOR EDITS. If the Client requests changes to an existing website which fall outside of the 'minor edits' defined above, MJS will be entitled to raise a pre-agreed charge on a per occasion basis (which covers all changes made at one time), to be paid in advance. MJS reserve the right to judge whether the scope of such a potential edit has been exceeded and actually contitutes a major site redesign.

Website hosting

9. Clients should note that MJS use several third party hosting services, and reserve the right to change the hosting service used at will so as to provide the most reliable and cost-effective service possible.
10. The annual hosting fee is designed to be suitable for typical small business use. It is not suitable for any site which makes heavy use of bandwidth through use of multimedia or otherwise, or which attracts a mass market audience. MJS therefore reserves the right to immediately withdraw from, or renegotiate hosting services with any Client whose use of bandwidth or storage space is deemed by MJS as inappropriate to the basic MJS hosting service.
11. MJS does not allow its hosting facilities to be used for illegal, immoral or distasteful websites. The Client agrees that any content introduced to the site may be inspected by MJS without hindrance and notes that hosting may be withdrawn without notice if such content is found.
12. Where MJS host a domain name, email services are provided as follows unless otherwise agreed:

• up to 5 POP email addresses;
• email forwarding as required.
• maximum email storage of 50Mbytes
• maximum individual email attachment size of approx 5MBytes

Other Multimedia Solutions

13. Where MJS are asked to create 'other multimedia solutions' (for example, CD delivered multimedia) then a bespoke price will be agreed, with an advance payment of 40% of the production cost due in advance, 40% on delivery of an agreed final version, and 20% two weeks thereafter.
14. The provisions made elsewhere in this document with regard to creation, maintenance, copyright, ownership and liabilities apply equally to 'other multimedia solutions', though interpreted so as to be relevant to the characteristics of 'other multimedia solutions'.

Software Development

15. Where MJS are commissioned to carry out a Software development project (the Software) then:-

• The client only has the right to use the Software and must not make the Software available for other parties to use .The client may not copy the Software in any circumstances except to make a reasonable number of back-up copies
• On payment in full of the agreed price, MJS grants to the client  a non-exclusive, perpetual, non-transferable right to use the Software.
• The client assumes full responsibility for the information and results obtained from the use of the Software and for the application of such information and results .MJS gives no warranties or representations ,either express or implied ,statutory or otherwise ,with regard to the Software. Without prejudice to the generality of the foregoing ,no implied warranties of quality, quality of service or fitness for a particular purpose are given by MJS .
• In no event shall MJS be liable to the client for:

• any direct damages or ;loss ( whether arising in contract ,tort ,by statute or otherwise) being loss which is reasonably foreseeable by the client and MJS at the time of entering into this agreement in excess of the total amount paid by the client to MJS.
• Any other form of loss or damage of whatsoever kind ( whether arising in contract ,tort ,by statute or otherwise ) including , but without limiting the generality of the foregoing ,indirect ,special, idiosyncratic or consequential damages or loss ,loss of anticipated profits ,loss of business opportunity or loss of contacts by the client or any third party or claims or demands against the client by any third party ,loss arising out of or in connection with any act or omission of MJS relating to this Agreement ,or any other economic loss in connection with or arising out of this Agreement.

Limitations of liability

16. Where Clients use a third party product or service (e.g. Macromedia Contribute for website editing or PayPal/Worldpay for e-commerce) then their relationship is exclusively with the supplier of that product. Though MJS may introduce these products and services, it is entirely up to the Client to inform themselves both as to benefits and risks and to correct usage.

17.  MJS may provide any service by means of third parties at its sole discretion. Where MJS contacts third parties for any reason in the normal course of bidding for, arranging, undertaking or fulfilling the Client’s work requirements, the Client accepts unconditionally that MJS will not be liable for any loss or damage incurred by the Client, whether direct or indirect (including, without limitation, loss of profit) and whether arising in contract, tort or otherwise.

18.  MJS will take  reasonable care to ensure freedom from errors of any work undertaken for the Client. The Client warrants they understand and accept that, as it is not possible to guarantee computer software products are absolutely error free, MJS does not warrant that a website or other software (or any part of it) is error free or that use of it will be uninterrupted and that MJS will not be liable for any loss or damage incurred by the Client, whether direct or indirect (including, without limitation, loss of profit) and whether arising in contract, tort or otherwise.

19. MJS will take reasonable care to ensure its assessments and recommendations are soundly based and aimed at completing the agreed tasks to a professional standard. Where the Client undertakes actions following recommendations from MJS the Client accepts that responsibility for any subsequent outcomes from this remains with the Client.

20. The Client may agree additional work at any stage with MJS. This may be subject to additional fees as agreed at the time. The terms and conditions as outlined here will apply to the additional work unless explicitly varied by agreement between the two parties.

21. Where MJS offers links to other sites, MJS does not accept any responsibility for the content of those sites, the owners of which do not necessarily have any link, commercial or otherwise, with MJS

22. If MJS or their agents suspends the hosting or other internet services for the purpose of maintenance, improvement or repair or if there is any failure of or fault in the provision of the internet services for any reason not in the immediate, direct control of MJS , MJS will not be liable for any loss or damage incurred by the Client, whether direct or indirect (including, without limitation, loss of profit) and whether arising in contract, tort or otherwise.

23 . MJS’s liability for any damages (including, without limitation, damages for loss of profits) arising in contract, tort or otherwise, resulting in any way from this agreement shall be limited, in aggregate over the entire period of the agreement, to the total amount paid by the Client to MJS.

24. Nothing in these terms and conditions is to be interpreted as an attempt to limit or exclude MJS’s legal liability for any personal injury resulting from MJS’s negligence or to affect the Client’s statutory rights

25. The Client agrees to indemnify MJS and will keep MJS fully indemnified against all loss, damage, costs, claims and expenses arising in any way from any service or product offered or provided to, via or concerning the Client’s web site and marketing and support programmes and/or any breach of the terms and conditions set out in this document or associated documents.

26. Each provision in this agreement limiting or excluding liability operates separately and the invalidity or unenforceability of any provision will not affect the validity or enforceability of any other provision.

27.  MJS reserves the right to alter these Terms and Conditions from time to time. By continuing to accept services from MJS after being notified by e-mail or otherwise of the altered Terms and Conditions the Client will be deemed to be bound by the altered Terms and Conditions.

28. The Contracts(Rights of Third Parties) Act 1999 shall not apply to this agreement and no person other than the parties to this agreement shall have any rights under it, nor shall it be enforceable under that Act by any person other than parties to it.

29. This agreement ,and any dispute ,controversy, proceedings or claim of whatever nature arising out of or in any way relating to this agreement or its formation, shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales for the purpose of hearing and determining any suit, action or proceedings or settling any disputes arising out of or in connection with this agreement and for the purpose of enforcement of any judgment against their respective assets.