The following terms and conditions, and your acceptance thereof, are a condition of this website and Midju Ltd services.
In these terms (“Terms”) the following words and phrases will, unless the context otherwise requires, have the following meanings:
Associated Company means any subsidiary or holding company, or subsidiary of a holding company (as subsidiary and holding company are defined in the Companies Act 1985, as amended);
Confidential Information is the trade secrets or confidential or proprietary information of Midju or the Customer (as the case may be), but excluding any information:
a. which is publicly known or becomes publicly known other than by a breach of these Terms or any other duty of confidentiality;
b. which, when it was first disclosed to the other party, was already known by that party and that party was at the time of disclosure free to disclose; or
c. which, after being disclosed to the other party by Midju or the Customer (as the case may be), was disclosed to that party again by a third party at liberty to disclose it without restriction;
Content is all text, graphics, logos, photographs, images, moving images, sound, illustrations, and other materials featured, displayed or used or to be featured, displayed or used in or in relation to the Services provided by the Customer, Midju or third parties as the case may be;
Contract is the contract constituted by a Customer accepting a sow in accordance with clauses 1 and 2;
Customer is a person that accepts a sow;
Deliverable is an asset to be delivered as part of the Services other than content including a website, intranet or extranet to be developed by Midju for the Customer in accordance with a sow;
Deliverable Design is the graphical and visual design of a Deliverable as described in the relevant sow;
Midju Ltd, Midju, we, us is a Company, incorporated in England and Wales with registered number 06670494, whose registered office is 71-75 Shelton Street, London, WC2H 9JQ.
Midju Software is the source code and compiled code in a computer program developed by Midju and comprised in a Deliverable;
Intellectual Property Rights are any rights in or to any patent, copyright, database right, design right, utility model, trademark, brand name, service mark, trade name, business name, chip topography right, moral right, know-how or confidential information and any other rights in respect of any other industrial or intellectual property, whether registrable or not and wherever existing in the world and including all rights to apply for any of the foregoing rights;
SOW is a proposal, statement of work or quote for the provision of Services to the Customer by Midju;
Services are the services specified in the relevant sow, which may include strategic consultancy, digital creative services, including online media, PR, email marketing, viral marketing and seeding, the development of a Deliverable, website maintenance and hosting;
Start Date is the date that the relevant SOW is accepted by the Customer;
Third-Party Software is any computer program comprised in a Deliverable that is provided by a third party;
Web Pages are the web pages, if applicable, of a Deliverable containing the Content described in the SOW; and
Year is a period of 12 months from the Start Date and each anniversary of the Start Date.
In these Terms, unless the context requires a different interpretation:
a. the singular includes the plural and vice versa;
b. references to sub-clauses, clauses, schedules or appendices are to sub-clauses, clauses, schedules or appendices of this privacy policy;
c. References to a party mean Midju Ltd or the Customer as the case may be;
d. References to any statute, statutory provision or statutory instrument or order include:
i. References to that statute, statutory provision or statutory instrument or order as from time to time amended, extended, consolidated or re-enacted; and
ii. All rules, regulations, statutory instruments or orders made under them, as from time to time amended, extended, consolidated or re-enacted;
e. Words importing a gender will include all genders;
f. The Clause headings are for convenience of reference only and will not affect the construction or interpretation of these Terms;
g. References to any person include references to any human being, company, body, corporate, association, joint venture, partnership, trust and any legal entity capable of suing and being sued and references to the singular will include the plural;
h. “Including” will be understood to mean “including without limitation” and “includes” and “include” will be understood similarly; and
i. In the case of conflict or ambiguity between any of these Terms and any provision in a sow, the provisions in the sow will take precedence.
1. The acceptance in writing (including by email) of a sow by the Customer will constitute a binding contract between the Customer and Midju for the provision of the Services on these Terms.
2. The Contract will take effect from the Start Date and, subject to the completion of the development of any Deliverable included in the Services, will continue until either party serves not less than three months' written notice on the other expiring on any anniversary of the Start Date or, if later, the anniversary of any fixed period of website hosting specified in the sow subject always to early termination under clauses 48 to 56 inclusively.
3. Midju will provide the Services and any Deliverable to the Customer with reasonable care and skill and in accordance with the relevant sow.
4. Midju will use all reasonable efforts to adhere to the provisions of any timetable included in the sow.
5. The Customer will provide all such information, material, facilities and other assistance as Midju may reasonably request in order to assist Midju to provide the Services or otherwise perform its obligations under the sow.
6. Midju grants a non-exclusive, royalty-free licence to the Customer to use, subject to clause 7, the Midju Software.
7. Third-Party Software will be supplied in accordance with the relevant licensor’s standard terms.
8. The Customer may not assign the benefit or burden of the licence granted in clause 6.
9. Unless agreed otherwise in writing or by email, we will charge you for all work produced at our current standard rates. All rates and fees are exclusive of VAT, which will be charged in addition, at the prevailing rate. All travel expenses, if incurred, will be charged at the hourly rate of the corresponding job and the amount charged will be the travelling time to and from the customers' premises only.
10. The Customer will pay invoices within fourteen days of the date of the invoice. All such amounts are (unless otherwise stated) expressed exclusive of any applicable Value Added Tax (VAT) and all other taxes and duties, which will be paid by the Customer.
11. Where the Customer reasonably disputes any payment it will be entitled to withhold payment of the disputed amount pending resolution of the dispute but will pay the undisputed amount in accordance with these Terms.
12. The Customer agrees that all work produced by Midju is the property of Midju until paid for in full, at which time the Customer has a non-exclusive permanent licence to operate the work as provided. In the case of any programming (development) work the Customer understands that they do not have any rights to duplicate, resell or give away such work. Software created by Midju may not be used on other websites without specific written permission from Midju.
13. You will make punctual payment to us of all invoices and will indemnify us in full in respect of any third-party expenses suffered or incurred by us pursuant to your instructions.
14. Invoices will be paid by you (without any deduction by way of set-off or counterclaim or otherwise) fourteen days from date of invoice.
15. For any services where the contractor or supplier requires payment before work commences, our invoice covering the same shall be paid before work commences.
16. For services where the contractor or supplier has the right to withhold consent for work used, or other display before final payment, our invoice covering the same shall be paid within seven days from date of invoice and in any event in cleared funds before the planned date of publication, or other display.
17. On receipt of your approval for any production or artwork, we may issue invoices for stage payments of the estimated cost thereof and the invoices shall be payable within fourteen days from date of invoice.
18. Out of pocket expenses will be charged at cost. These include air and rail fares, hotels and sustenance. Car travel will be charged at AA rates. Normal office disbursements such as post, telephone and fax will not be charged.
19. Midju terms of engagement are strictly fourteen days payment from the date of invoice. Payment after fourteen days can only be accepted by special arrangement and we reserve the right to charge interest on overdue amounts, to be calculated at the rate of 4% per year above the base lending rate from time to time of Barclays Bank Plc. Interest will accrue from the due date until full and final payment is made.
20. Should the Customer fail to pay for any work/services supplied after fourteen days of invoicing, we reserve the right to either terminate the supplied services and to freeze any ongoing design/development work. Once an account becomes thirty days overdue our standard policy is to suspend all Services supplied to that Customer. We shall make best efforts to alert a Customer to any such overdue payments and service shutdown, typically via email, but it remains the Customers responsibility to ensure all accounts are fully paid up within our payment terms. In addition to full payment of all overdue invoices, an additional £50.00 (+ VAT) re-connection fee will be levied to re-establish any terminated services. Re-establishment can only be authorised once cleared payment has registered within our bank account. For immediate re-establishment, payment can be accepted by CHAPS or credit card.
21. Any changes to a project, once work has commenced, may result in changes to the estimated fees that have been quoted. In particular, where a job requires work beyond our normal business hours or turnaround time, additional fees may be incurred over and above our standard costs. The Customer also understands that services which are halted after a job has begun will be billed on the basis of what has been completed to date. Where work is performed by other parties as designated by the Customer, Midju cannot be held liable for their performance, although Midju shall make its best effort to work with these other parties.
22. All work performed by Midju is copyrighted by Midju. The Customer understands that they have rights only to online publication. Any other reproduction by means of printing and/or transferring to other media may be considered copyright infringement. Copyrights may be purchased outright by the Customer, as they are NOT included "by default" with any work or project. The Customer also understands that all works, expressly marked or not, are protected by copyright laws. Midju will take no responsibility for ensuring the material supplied by the Customer has been authorised for reproduction. The Customer further warrants that they either own or have properly licensed/obtained copyright(s) or copyright permission to any work which they have supplied for use/reproduction, and the Customer agrees to assume full legal and financial responsibility for any copyright suit or action which may take place regarding materials they have supplied.
23. Subject to a specific payment, Midju will assign all rights, title and interest (including all Intellectual Property Rights) in the Deliverable Design, the Web Pages and any Midju Content (but excluding Midju Software, third-party Software and any third-party Content) to the Customer with full title guarantee.
24. Midju will not use or re-create the look and feel of the Deliverable or anything substantially similar to it.
25. Midju will use all reasonable efforts to assign third-party Content to the Customer.
26. Midju acknowledges that all Intellectual Property Rights in the Customer Content and any modification to it belong and will belong to the Customer, and Midju will have no rights in or to the Customer Content other than the right to use it in accordance with these Terms.
27. The Customer acknowledges that all Intellectual Property Rights in the Midju Software and any modification to it belong and will belong to Midju, and the Customer will have no rights in or to the Midju Software other than the right to use it in accordance with these Terms.
28. The Customer acknowledges that all Intellectual Property Rights in the third-party Software and any modification to it belong and will belong to the relevant licensor, and the Customer will have no rights in or to the third-party Software other than the right to use it in accordance with these Terms.
29. The Customer will indemnify Midju against all costs, claims, demands and expenses (including legal fees) arising directly or indirectly out of any claim against Midju by any third-party arising in respect of:
a. Any Midju Content or Deliverable produced to a specification provided by the Customer; or
b. Any Customer Content in whatever format; or
c. Any breach by the Customer of these Terms.
30. Neither party may disclose to any other person the contents of a sow or use or disclose any of the Confidential Information of the other except:
a. When required to do so by law or any regulatory authority; and
b. To its (or any of its Associated Companies’) employees, contractors, directors, agents or advisers whose duties reasonably require such disclosure, on condition that the party making such disclosure ensures that each such person is informed of the obligations of confidentiality under these Terms and complies with those obligations as if they were bound by them.
31. The Customer will ensure that all Customer and third-party Content does not infringe any applicable laws, regulations or third-party rights and does not include material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third-party Intellectual Property Rights (Inappropriate Content).
32. The Customer acknowledges that Midju has no control over any Customer or third-party Content and does not monitor the Content. Midju reserves the right to remove Content from the relevant Deliverable and/or to suspend the operation of the Deliverable where it reasonably suspects such Content is Inappropriate Content.
33. The Customer will indemnify Midju against all damages, losses and expenses arising as a result of any action or claim that any of Customer or third-party Content constitutes Inappropriate Content.
34. Midju’s responsibility for typographical, pricing or other errors shall be strictly limited to correcting such errors if they are pointed out to us during timely proofreading and site testing. It is the Customer’s responsibility to proofread all work and to ensure that it is (a) satisfactory, (b) correct as to size, content etc, (c) suitable for intended use, and (d) within proper copyright and other restrictions before the website is opened to the public.
35. All work produced by Midju should be checked and signed off by the Customer as accepted. We take no responsibility for work that the customer does not check. If the work is checked and found to be incorrect we will do our utmost to rectify the mistake. When the Customer requests a
36. Except as expressly stated in clause 39:
a. Midju will have no liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, which fall within the following categories:
b. Special damage even though Midju was aware of the circumstances in which such special damage could arise;
c. Loss of profits, anticipated savings, business opportunity or goodwill;
d. Loss of data; and
e. Infringement of copyright provided Midju has made all reasonable efforts to avoid such infringement.
37. The total liability of Midju, whether in contract, tort or otherwise and whether in connection with a sow, these Terms or otherwise, will in no circumstances exceed a sum equal to the amounts payable to Midju under the sow in the twelve months immediately before the cause of action arose; and
38. The Customer acknowledges that no representations were made prior to entering into these Terms and agrees that, in entering into these Terms, it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in the sow. The Customer will have no remedy in respect of any representation (whether written or oral) made to it on which it relied in entering into these Terms and Midju will have no liability otherwise than pursuant to these Terms.
39. Midju will be liable for death or personal injury resulting from its negligence or that of its employees whilst acting in the course of their employment and the scope of their authority, for fraud and fraudulent misrepresentations and for any other loss or damage in respect of which liability cannot lawfully be excluded.
40. Notice periods: Midju will not be liable for any claim arising under these Terms unless the Customer gives Midju written notice of the claim within six months of becoming aware of the circumstances giving rise to the claim or, if earlier, six months from the time the Customer ought reasonably to have become aware of such circumstances.
41. General: The parties acknowledge that, having regard to all the circumstances, the provisions of this Clause are fair and reasonable.
42. Midju will not be held liable for any loss of business incurred due to the failure of any of its services or developments. This includes, but is not restricted to, loss of turnover, sales, revenue, profits or indirect consequential or special loss. By special arrangement, Midju can selectively offer a Service Level Agreement on its hosting services only. This is explicitly limited to reimburse the Customer for any website hosting charges paid to Midju for failed hosting services only, strictly on a pro-rata basis for the duration of the failure. No other claims will be entertained. Midju will not be held responsible for the fraudulent use, or any other misuse, of any material held on our computers or systems, in particular, any credit/debit card or any other financial/account information held thereon.
43. Midju warrants that the Midju Software comprised in each Deliverable will conform in all material respects to the sow for a period of 90 days from delivery or, if acceptance testing is required, the date of successful completion thereof (Warranty Period).
44. If, within the Warranty Period, the Customer notifies Midju in writing of any defect or fault in the Midju Software in consequence of which it fails to conform in all material respects to the sow, and such defect or fault does not result from the Customer, or anyone acting with the authority of the Customer, having amended the Midju Software or used it in breach of the sow or these Terms, for a purpose or in a context other than the purpose or context for which it was designed or in combination with any other software not provided by Midju, Midju will, at our option, do one of the following:
a. repair the Midju Software; or
b. replace the Midju Software, provided the Customer provides all information reasonably required by Midju to resolve the defect or fault, including sufficient information to enable Midju to re-create the defect or fault.
45. Midju does not warrant that the use of the Midju Software or any third-party Software will be uninterrupted or error-free.
46. Subject to clause 39, all other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into these Terms, whether by statute, common law or otherwise, are excluded, including, without limitation, the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
47. Each of the parties will use all reasonable commercial efforts to ensure that it does not introduce any virus or other element designed to disrupt the orderly operation of or impair the integrity of computer programs and systems into the other’s computer programs and/or systems.
48. Either party may terminate the Contract with thirty days notice by serving written notice on the other if:
49. The other commits any material breach of these Terms which, if capable of remedy, is not remedied within thirty days of notice from that party specifying the breach and requiring its remedy; or
50. The other party convenes a meeting of creditors;
51. A proposal is made in relation to the other party for a voluntary arrangement under Part 1 of the Insolvency Act 1986;
52. A proposal is made for any other composition, scheme or arrangement with (or assignment for the benefit of) the other party’s creditors;
53. The other party is unable to pay its debts within the meaning of section 123 Insolvency Act 1986;
54. A trustee, receiver, administrative receiver or similar officer is appointed in respect of all or any part of the assets of the other party; or
55. A meeting is convened for the purpose of considering a resolution or other steps are taken for the winding-up of the other party or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction).
56. The provisions of Clauses 6, 7, 8, 23 to 30 inclusively, 35 to 41 inclusively, 62, 63 and 74 will survive the termination of these Terms and continue in full force and effect.
57. To maintain our portfolio credentials, and the integrity of any applicable copyrights, Midju maintains the right to place a small logo on the Customer’s website which will link back to Midju’s website. Midju also maintains the right to reproduce the Customer’s website in our portfolio and in any marketing materials.
58. Domain name and website hosting contracts are charged out by Midju on a per annum basis. Should a Customer wish to transfer hosting of either a domain name or website to an alternative ISP at any time, Midju is happy to do so subject to the account being fully paid up to the date of the transfer, and a formal transfer request being lodged by an authorised Customer contact. Please note that Midju automatically renews all domain names as they expire, so should a Customer not wish to renew a domain name, and avoid a new annual hosting charge, then they must alert Midju to this fact before the expiry of the existing contract. The same also applies to website hosting.
59. All Midju emails contain proprietary information, some or all of which may be legally privileged. They are for the intended recipient only. If an addressing or transmission error has misdirected these emails, the sender should be notified immediately. If you are not the intended recipient you must not use, disclose, distribute, copy, print or rely on this email. The views expressed in any Midju email are those of the author and do not necessarily reflect the views of Midju.
60. Initial concerns should be reported to your usual account contact via phone or email, who will respond within 3 working days. If you wish to escalate the issue after this initial response please contact the office by telephone and ask to speak to a company director.
61. If you feel that Midju’s services have been used in an illegal, fraudulent or abusive manner please contact us with as much detail as possible relating to the nature of the abusive activity and any source IP addresses or domains
62. The Customer will not and will ensure that none of its Associated Companies will engage at any time during the term of the Contract and for a period of twenty-four months following its termination of any employee who was employed by Midju to provide the Services, whether as employee, consultant or independent contractor or in any other capacity without the prior written consent of Midju. If the Customer breaches this clause it will pay to Midju a sum by way of compensation equivalent to the then-current annual salary of the relevant employee or, if a higher amount, a sum equal to the charge out rate applicable to that employee for a six month period.
63. Midju reserves the right to adjust its charges to take account of any liabilities incurred by Midju as a result of a transfer to it of the Customer’s or any other agency’s employees under the Transfer of Undertakings (Protection of Employment) Regulations 2006.
64. Neither party may assign or sub-license its rights under these Terms without the prior written consent of the other except as provided in these Terms.
65. All notices from one party to another under these Terms will be in writing, signed by a duly authorised person, and sent to the company secretary at the address specified in these Terms (or such other address as may be notified in writing by the party from time to time).
66. A notice will be deemed to have been received if served by hand, immediately upon personal delivery or if served by first class post, within 48 hours of posting to an address in the UK or within 96 hours otherwise.
67. If any provision or part of these Terms is held to be invalid or unenforceable to any extent then it will be severed from the rest of these Terms so that it is ineffective to the extent that it is invalid or unenforceable and the remaining provisions or part of these Terms will remain in full force and effect.
68. The waiver by either party of any default or breach of these Terms will not constitute a waiver of any other or subsequent default or breach.
69. The Contract, the sow and these Terms constitute the entire agreement between the parties in connection with the subject matter of the sow, and supersede all prior oral and written agreements, understandings and correspondence.
70. Midju may amend these Terms from time and each sow will be subject to the Terms current at the time the relevant sow is accepted. A sow may be amended only by an agreement in writing signed by both Midju and the Customer.
71. Each party may state in its publicity and marketing materials that the other is a provider or customer (as the case may be) of information services of the type described in these Terms.
72. No cause of action will arise if the discharge of any duty is prevented or delayed, or accrual of any liability on the part of either party is occasioned, as the case may be, by any event beyond the control of that party including any of the following: act of God, governmental act, war, terrorism, fire, flood or other natural disaster, explosion or civil commotion, failure in information technology or telecommunications services, failure of a third-party (including failure to supply data) and industrial action.
73. Any person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce the Contract.
74. The Contract and these Terms will be governed by and interpreted in accordance with English Law and the parties agree to submit to the exclusive jurisdiction of the courts of England.