CONTRACT TERMS

Information and personal data

To use our Services Mr Digital may ask Client to provide details or information. It is a condition of use that all the information Client gives is accurate and true and current. It is acknowledged and agreed that any information given to is regulated by Mr Digital’s Privacy Policy. Client also agree to all actions Mr Digital takes concerning Client information according to that Privacy Policy.

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1. Definitions and Interpretation

• 1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

• 1.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
  
  • 1.2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
  • 1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
  • 1.2.3 “these Terms and Conditions” is a reference to these Terms and Conditions as amended or supplemented at the relevant time;
  • 1.2.4 a Clause or paragraph is a reference to a Clause of these Terms and Conditions or to a Clause of the Agreement, as appropriate; and
  • 1.2.5 a "Party" or the "Parties" refer to the parties to the Agreement.
• 1.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
• 1.4 Words imparting the singular number shall include the plural and vice versa.
• 1.5 References to any gender shall include the other gender.
• 1.6 References to persons shall include corporations.

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2. Provision of the Services

• 2.1 With effect from the Commencement Date, the Service Provider shall, throughout the Term of the Agreement, provide the Services to the Client as detailed in Exhibit A of this Agreement or as otherwise provided via email.
• 2.2 The Service Provider shall provide the Services with reasonable skill and care, commensurate with prevailing standards in the marketing services sector in the United Kingdom. The Service Provider shall not be responsible for any delays outside its control.
• 2.3 All Clients will be assigned a dedicated Account Manager who will handle Client accounts and manage Client day-to-day communication.
• 2.4 The Service Provider shall act in accordance with all reasonable instructions given to it by the Client provided such instructions are compatible with the Specification. Any delays caused by access restriction shall be the responsibility of the Client.
• 2.5 The Service Provider may, in relation to certain specified matters related to the Services, act on the Client’s behalf. Such matters shall not be set out in the Agreement but shall be agreed between the Parties as they arise from time to time.
• 2.6 The Service Provider shall use all reasonable endeavours to accommodate any reasonable changes in the Services that may be requested by the Client, subject to the Client’s acceptance of any related reasonable changes to the Fees that may be due as a result of such changes. Furthermore, the Client can incur further costs if it changes its strategy after the Service Provider’s resource is scheduled.
• 2.7 The Client has fourteen (14) days to provide feedback on work delivered by or on behalf of the Service Provider before the specific project is deemed approved and completed; and the Client will incur additional charges for any further amendments made thereafter.
• 2.8 Furthermore, any feedback given at each round will not be provided to the Service Provider in a sporadic manner. Each specific project shall have a maximum of 5 rounds. Additional rounds of changes will be charged to the Client separately.
• 2.10 All turnaround times are based on the availability of the Service Provider’s resource and it is advised that the Client gives the Service Provider between 7-10 days notice to get work booked in.
• 2.11 If the project goes over the estimated hours by more than 10%, Service Provider reserves the right to charge an hourly rate for the additional hours or if the Client prefers, Service Provider may terminate the project.
• 2.12 It is acknowledged and agreed that there will be a maximum of two (2) hours project management time included within the agreed costs unless stated otherwise herein. Any additional project management time will be charged at our hourly rate.
• 2.13 The Client understands and agrees that the Service Provider may, without restriction, use works done for the Client for any marketing purposes.
• 2.14 Due to the nature of our business and projects Client should allow some flexibility when it comes to agreed targets or deadlines, Although, we will use our best efforts we will not be liable for any deadlines or targets missed or not met.
• 2.15 Marketing clients agreed package includes up to two (2) half-hour Client success meetings each month unless otherwise agreed in writing. These meetings must be booked in advance and set on a recurring basis. Any additional performance review meetings will be charged additionally at our standard hourly rate unless agreed otherwise in writing.
• 2.16 Client success meetings will be cancelled and the right to hold or attend that meeting will be lost and Client will have to wait until the next scheduled meeting if;
  
  a. Client does not show up to the meeting.
  b. Client is more than 10 minutes late.
  c. Client cancels the meeting with less than 24hrs notice.
  
  Furthermore, because of the time and resources it takes for us to arrange and attend success meetings, if Client repeatedly does any of the above they will lose their right to have such Video meetings totally and will only receive emailed and or video updates.
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• 2.17 Mr Digital is committed to taking appropriate measures to create and maintain a workplace that is respectful and free from inappropriate disrespectful behaviour. It is, therefore, acknowledged and agreed that the Client must treat all employees, staff, representatives, agents, individuals and team members with respect and use appropriate behaviour at all times. It is also agreed that;
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  b. Disrespectful behaviour is improper behaviour that is unwelcome and inappropriate in the workplace. It may happen once or continue over time. It can include: rude comments and swearing as well as spreading unfounded or misinformed rumours that damage people’s reputations; actions or unwelcome gestures that invade privacy or personal property; displays or distributions of printed or electronic material that offend.
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  c. bMr Digital may terminate this agreement if they find that Client or any of their employees, representatives or agents have used such Disrespectful Behaviour as described above.

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3. Fees, Payment and Records

• 3.1 The Client shall pay the Fees to the Service Provider in accordance with the provisions of these Terms and Conditions. The standard hourly rates are provided for in Exhibit B or otherwise will be provided for via email. For any Services related to specific project work, the Service Provider will provide the Client with a written quotation which contains the following payment terms unless stated otherwise at the time of contract:
  
  Every 50hrs work completed or equal payments at each contracted milestone, whichever is sooner. For example, 4 milestones will be split into 4 payments of 25% of the total project cost once each milestone is delivered, unless work to complete a milestone exceeds 50hrs, in which case those 50hrs will be invoiced at the agreed hourly rate.

• 3.2 Notwithstanding clause 3.1 above, Service Provider may require full payment of the fees as a retainer before any Services are provided. The Service Provider shall invoice the Client for Fees due in accordance with the provisions of these Terms and Conditions which are to be paid within 30 days from invoice unless payments are collected by Gocardless.com by direct debit in which case you shall be billed according to your chosen payment plan.
• 3.3 All payments required to be made pursuant to the Agreement by either Party shall be made within 30 Business Days of receipt by that Party of the relevant invoice.
• 3.4 All payments required to be made pursuant to the Agreement by either Party shall be made in British Pound in cleared funds to such bank in the United Kingdom as the receiving Party may from time to time nominate, without any set-off, withholding or deduction except such amount (if any) of tax as that Party is required to deduct or withhold by law.
• 3.5 Where any payment pursuant to the Agreement is required to be made on a day that is not a Business Day, it may be made on the next following Business Day.
• 3.6 Any sums which remain unpaid following the expiry of the period set out in sub-clause 3.3 of these Terms and Conditions shall incur interest on a daily basis at 6% above the base rate of HSBC Bank from time to time until payment is made in full of any such outstanding sums.
• 3.7 Each Party shall:
  • 3.7.1 keep, or procure that there are kept, such records and books of account as are necessary to enable the amount of any sums payable pursuant to these Terms and Conditions to be accurately calculated; and
  • 3.7.2 at the reasonable request and notice of the other Party, allow that Party or its agent to inspect those records and books of account and, to the extent that they relate to the calculation of those sums, to take copies of them.
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4. Liability, Indemnity and Insurance

• 4.1The Service Provider shall ensure that it has in place at all times suitable and valid insurance that shall include public liability insurance.
• 4.2The Service Provider shall not be liable for any loss or damage suffered by the Client that results from the Client’s failure to follow any instructions given by the Service Provider.
• 4.3Nothing in these Terms and Conditions nor in the Agreement shall limit or exclude either Party’s liability for death or personal injury.
• 4.4Client agrees to pay Mr Digital for any losses, damage, settlements, liabilities, costs, charges, assessments, and expenses, as well as third-party claims and causes of action, including, without limitation, lawyer’s fees, arising from any breach by you of any of these Terms and Conditions, or any use by you of the website or our Services. You will provide us with any help that we might ask for in connection with any such defence without any charge including, without limitation, giving us such information, documents, records, and reasonable access as we see necessary. You will not resolve any third-party claim or reject any defence without our previous written permission.
• 4.5Client acknowledges and agrees that Service Provider cannot be responsible for Client actions or omissions after the project or our work has been approved by Client. For example, but not limited to, we cannot be liable if Client reuses or reposts or exploits material found on social media sites because it is Client’s responsibility to get permission from the owner of that post or tweet or material. Furthermore, although, we may offer limited guidance on such matters, Mr Digital cannot give legal advice and recommend you seek independent legal advice concerning such issues and it is further agreed that Client is responsible for any actions, omissions or outcomes of any work they have approved or signed off.
• 4.6Neither Party shall be liable to the other or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of that Party’s obligations if the delay or failure is due to any cause beyond that Party’s reasonable control.

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4. Guarantee

• 5.1 The following clauses apply to Services provided by developers only. An example of this would be a new website build.
• 5.2 The Service Provider shall guarantee that the product of all Services provided will be free from any and all defects for a period that shall be defined in the Agreement, providing the Client does not make any changes to such Services or the Product thereafter.
• 5.3 If any defects in the product of the Services appear during the guarantee period of 30 days after approval (i.e. putting the site on the live server), the Service Provider shall rectify any and all such defects at no cost to the Client.

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6 Links to Other Sites

Links to other sites may be included on Our Site. Unless expressly stated, these sites are not under Our control. We neither assume nor accept responsibility or liability for the content of third party sites. The inclusion of a link to another site on Our Site is for information only and does not imply any endorsement of the sites themselves or of those in control of them.

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7 Access to Our Site

• Nothing on Our Site constitutes advice on which you should rely. It is provided for general information purposes only.
• Insofar as is permitted by law, We make no representation, warranty, or guarantee that Our Site will meet your requirements, that it will not infringe the rights of third parties, that it will be compatible with all software and hardware, or that it will be secure.
• We make reasonable efforts to ensure that the Content on Our Site is complete, accurate, and up-to-date. We do not, however, make any representations, warranties or guarantees (whether express or implied) that the Content is complete, accurate, or up-to-date.

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8 Our Liability

• To the fullest extent permissible by law, We accept no liability to any user for any loss or damage, whether foreseeable or otherwise, in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising out of or in connection with the use of (or inability to use) Our Site or the use of or reliance upon any Content included on Our Site.
• To the fullest extent permissible by law, We exclude all representations, warranties, and guarantees (whether express or implied) that may apply to Our Site or any Content included on Our Site.
• If you are a business user, We accept no liability for loss of profits, sales, business or revenue; loss of business opportunity, goodwill or reputation; loss of anticipated savings; business interruption; or for any indirect or consequential loss or damage.
• We exercise all reasonable skill and care to ensure that Our Site is free from viruses and other malware. We accept no liability for any loss or damage resulting from a virus or other malware, a distributed denial of service attack, or other harmful material or event that may adversely affect your hardware, software, data or other material that occurs as a result of your use of Our Site (including the downloading of any Content from it) or any other site referred to on Our Site.
• We neither assume nor accept responsibility or liability arising out of any disruption or non-availability of Our Site resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, natural events, acts of war, or legal restrictions and censorship.
• Nothing in these Terms and Conditions excludes or restricts Our liability for fraud or fraudulent misrepresentation, for death or personal injury resulting from negligence, or for any other forms of liability which cannot be excluded or restricted by law. For full details of consumers’ legal rights, including those relating to digital content, please contact your local Citizens’ Advice Bureau or Trading Standards Office.

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9 Viruses, Malware and Security

• We exercise all reasonable skill and care to ensure that Our Site is secure and free from viruses and other malware.
• You are responsible for protecting your hardware, software, data and other material from viruses, malware, and other internet security risks.
• You must not deliberately introduce viruses or other malware, or any other material which is malicious or technologically harmful either to or via Our Site.
• You must not attempt to gain unauthorised access to any part of Our Site, the server on which Our Site is stored, or any other server, computer, or database connected to Our Site.
• You must not attack Our Site by means of a denial of service attack, a distributed denial of service attack, or by any other means.
• By breaching the provisions of sub-Clauses 9.3 to 9.5 you may be committing a criminal offence under the Computer Misuse Act 1990. Any and all such breaches will be reported to the relevant law enforcement authorities and We will cooperate fully with those authorities by disclosing your identity to them. Your right to use Our Site will cease immediately in the event of such a breach.

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10 Acceptable Usage Policy

• You may only use Our Site in a manner that is lawful. Specifically:
  • you must ensure that you comply fully with any and all local, national or international laws and/or regulations;
  • you must not use Our Site in any way, or for any purpose, that is unlawful or fraudulent;
  • you must not use Our Site to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software, or data of any kind; and
  • you must not use Our Site in any way, or for any purpose, that is intended to harm any person or persons in any way.
• We reserve the right to suspend or terminate your access to Our Site if you materially breach the provisions of this Clause 10 or any of the other provisions of these Terms and Conditions. Specifically, We may take one or more of the following actions:
  • suspend, whether temporarily or permanently, your right to access Our Site;
  • issue you with a written warning;
  • take legal proceedings against you for reimbursement of any and all relevant costs on an indemnity basis resulting from your breach;
  • take further legal action against you as appropriate;
  • disclose such information to law enforcement authorities as required or as We deem reasonably necessary; and/or
  • any other actions which We deem reasonably appropriate (and lawful).
• We hereby exclude any and all liability arising out of any actions (including, but not limited to those set out above) that We may take in response to breaches of these Terms and Conditions.

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11 Privacy and Cookies

Use of Our Site is also governed by Our Cookie and Privacy Policies, available from https://www.mr-digital.co.uk/privacy-policy. These policies are incorporated into these Terms and Conditions by this reference.

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12 Changes to these Terms and Conditions

• We may alter these Terms and Conditions at any time. Any such changes will become binding on you upon your first use of Our Site after the changes have been implemented. You are therefore advised to check this page from time to time.
• In the event of any conflict between the current version of these Terms and Conditions and any previous version(s), the provisions current and in effect shall prevail unless it is expressly stated otherwise.

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13 Contacting Us

To contact Us, please email Us at ross@mr-digital.co.uk or using any of the methods provided on Our contact page at https://www.mr-digital.co.uk/contact-us .

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14 Communications from Us

• If We have your contact details, We may from time to time send you important notices by email. Such notices may relate to matters including, but not limited to, service changes and changes to these Terms and Conditions.
• We will never send you marketing emails of any kind without your express consent. If you do give such consent, you may opt out at any time. Any and all marketing emails sent by Us include an unsubscribe link. If you opt out of receiving emails from Us at any time, it may take up to 7 business days for Us to comply with your request. During that time, you may continue to receive emails from Us.
• For questions or complaints about communications from Us (including, but not limited to marketing emails), please contact Us at ross@mr-digital.co.uk or via https://www.mr-digital.co.uk/contact-us.

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15 Data Protection

• All personal information that We may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and your rights under the GDPR.
• For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of your rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Privacy and Cookies Policies https://www.mr-digital.co.uk/privacy-policy.

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16 Law and Jurisdiction

• These Terms and Conditions, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with the law of England & Wales.
• If you are a consumer, you will benefit from any mandatory provisions of the law in your country of residence. Nothing in Sub-Clause 16.1 above takes away or reduces your rights as a consumer to rely on those provisions.
• If you are a consumer, any dispute, controversy, proceedings or claim between you and Us relating to these Terms and Conditions, or the relationship between you and Us (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England, Wales, Scotland, or Northern Ireland, as determined by your residency.
• If you are a business, any disputes concerning these Terms and Conditions, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the non exclusive jurisdiction of the courts of England & Wales.