Terms and Conditions

These terms and conditions regulate the business relationship between you and us.
By buying from us, you agree to be bound by them. No person under the age of 18 years may purchase goods and services.

We are: Mersey Internet

Our address is: 4 Orchid Grove, Liverpool.

Our e-mail address is: info@merseyinternet.com

You are: Anyone who pays us for our services.

The Terms and Conditions

1 Basis of Contract

You warrant that you buy our services as a business and not as a consumer.

1.1 Subject to the terms set out in this document we agree to provide you with some or all of the products and services described on our Website (together referred to as “the Services”) at the prices we charge from time to time, such prices also being stated on our Website.
We now refer to the prices of the Services we sell to you as the “Price” and the contract between us as “the Contract”.

1.2 You acknowledge that we may charge you at hourly rates (the “Hourly Rates”) and you will pay us, for all work not included in the main contract.
The rates will vary between categories or work. The Hourly Rates will be those published from time to time on our website.

1.3 A conditional contract between us comes into existence when we receive payment from you into our bank account for a product or service described on our website, or at such later date as we agree the terms of our service.
The condition is our acceptance of the contract.

1.4 If within 7 days of our receipt of your payment, we do not notify you by e-mail or post that we have not accepted your contact, then the Contract becomes absolute.

2 Identification of the Services

You acknowledge that:

2.1 You understand exactly what is included in the Services;

2.2 You are satisfied that the Services are suitable and satisfactory for your requirements;

2.3 In entering into the Contract you have not relied on any representation or information from any source except the definition and explanation of the Price and the Services given on our Website.

3 Timing arrangements

3.1 Except where specified otherwise, time shall not be of the essence of this contract. Time periods specified are to be those within which we and you will use our best endeavours to comply.

3.2 Where you fail to act within a specified time period, we may interpret your silence as acceptance.

3.3 Any estimate of timing given to you by us either in these terms or by other means is based on our calculation of time to be spent by us alone and does not include any time spent by you.

4 Design approval procedure

4.1 All work requests will be agreed by a series of emails between Mersey Internet and the Client. The emails will describe what Mersey Internet is to deliver as part of the contract, the Costs associated with these deliverables and any dependencies.

4.2 If you terminate the contract:

4.2.1 the intellectual property rights in all work done by us remain our property and you may not use any part of our work.

4.2.2 All terms of this agreement relating to confidentiality continue to apply to both of us.

5 Contract procedure after design approval

5.4 If you require an amendment to the Deliverables to take account of any application function or performance criteria not previously specified then we will be entitled to make such revision to the costs, timetable and the completion date as we shall in the circumstances reasonably judge necessary.

6 Website writing and delivery

6.1 We will write the Website upon the basis of and in compliance with the agreed Deliverables.

6.2 You will complete arrangements in respect of such of the Excluded Matters as may be necessary to satisfy the requirements of the Contract.

7 Domain Name Registration

7.1 We accept no ongoing responsibility for re registering the name or for otherwise ensuring that it remains in force.
We cannot accept responsibility for any rights breaches caused by the registration

8 Text modifications

8.1 We will notify you when the Website is substantially complete as to the text on the pages (even if the dynamic features are not yet complete) and shall provide open access (uncontrolled by any password or qualification) to you to all of the pages including error message and other secondary pages

8.2 You will provide to us a comprehensive list of text, style and other modifications in respect of all the pages.

8.3 We will make the modifications requested.

9 Testing and acceptance

9.1 The testing shall take place either on a test site or a site published to the world.

9.2 We will test the Software as a website.

9.3 If any fault or “bug” is found we will undertake such further work as is necessary until the testing procedure is satisfied as to 100%.

9.4 When the test procedure is completed with 100% compliance, we will inform you and you may test the Website.

9.5 Within seven days, you will inform us of any deficiencies in the operation of the Website and in the absence of any such notification, you are deemed to have accepted the Website.

9.6 The Contract is complete after:

9.6.1 the testing procedure has demonstrated 100% efficiency

9.6.2 the Website is published on the server of the Website Host.

10 Hourly Rates

10.1 We will, during the currency of this agreement, maintain accurate and up-to-date records of the time spent by our staff upon the Contract, in respect of work charged by the hour. Time shall be recorded in 15 minute units rounding to the nearest unit. Time spent on work charged against a fixed price shall not be recorded.

10.2 Each invoice submitted to you for time charged at Hourly Rates shall contain a breakdown in respect of the time spent by our staff and the materials and equipment used and the amounts attributable to each.

10.3 We reserve the right to charge you interest in respect of the late payment of any sums due under this agreement (both before and after judgment) at the rate of 5 per cent above the base rate from time to time of the Bank of England from the due date until receipt of payment.

10.4 When you order work to be paid at Hourly Rates, we will provide an estimate of the cost of such work. You agree to pay us the estimated sum immediately. We do not have to continue with any work on the Contract until we have received the estimated sum into our bank account.

10.5 If we choose to give you credit, you agree to pay our invoice for work done within seven days.

11 Exclusions from contract

The Excluded Matters are:

Registration of necessary domain names.

Arrangement of merchant server banking facilities.

Contracting for web hosting services and the provision of appropriate firewalls.

Supply new or change existing Customer e-mail message system.

Purchase of any necessary computer hardware and software.

Search engine optimisation.

12 Confidentiality

12.1 We are both aware that in the course of the Contract we will each have access to and be entrusted with information in respect of the business and operation of the other and our dealings, transactions and affairs, all of which information is or may be confidential.

12.2 Both you and we hereby undertake for ourselves and every employee or sub-contractor whose services we may use both during and after completion of the Contract that we will not divulge to any person whatever or otherwise make use of (and shall use their best endeavours to prevent the publication or disclosure of) any trade secret or confidential information of the other of us.

12.3 For the purposes of your above undertaking, the information shall be deemed to include all information (written or oral) concerning the Detailed Specification.

12.4 Both we and you hereby undertake to the other to make all relevant employees, agents and sub-contractors aware of the confidentiality of information and the provisions of this paragraph and to take all such steps as shall from time to time be necessary to ensure compliance by its employees agents and sub-contractors with these provisions.

13 Third party software rights

Care is needed when dealing with third party software.
If we include items bought in, possibly downloaded from the Internet and subject to non-negotiable terms and conditions,
we will try to buy the item as an agent for you, or if this is not possible ask you , the Client to buy it directly.
It is often not possible to tell the seller that we are buying as an agent. Indeed, to do so may contravene their stated terms of trade.
Nevertheless, if the fact is recorded in this contract we believe as much will have been done as possible to achieve the best protection for both us and you.

If we incorporate or embed third party software products in the Website then such products will so far as possible be properly licensed to you or to us in accordance with the conditions of sale of the seller of them. We give no warranty in respect of any such products beyond the warranty given to us and subject to the seller’s conditions.

14 Intellectual property rights

Software code and graphic images owned by a third party are not affected by this agreement. During and after completion of the contract and unless otherwise specified in this agreement ownership of intellectual property shall be as follows:

14.1 Website concepts, code and designs and images introduced by us, belong to us.

14.2 Software code and components written by us prior to the date of this agreement and incorporated in the Website belong to us.

We now grant an exclusive license to you for all items listed above and owned by us, for use in connection with any website you might own or use for a period of 99 years. You may not assign this licence except by way of sale or transfer of the whole of the Website or such other website of you that contains the relevant item.

15 Intellectual property rights indemnity by Customer

15.1 You hereby agree to indemnify us against all claims and costs arising:

15.1.1 in connection with the content supplied by you, whether for breach of intellectual property rights, defamation or otherwise

15.1.2 out of your failure to comply with any law or statutory instrument.

16 Limitation of liability

16.1 The following provisions set out our entire liability (including any liability for the acts and omissions of our employees) to you in respect of:

16.1.1 any breach of its contractual obligations arising under this agreement; and

16.1.2 any representation statement or tortious act or omission including negligence arising under or in connection with this agreement.

16.2 Our liability is limited to a sum equal to the value of the Contract, including all work charged at the Hourly Rates.

16.3 We will not be liable to you in respect of any loss of profits, goodwill or any type of special indirect or consequential loss (including loss or damage suffered by you as a result of an action brought by a third party) even if such loss was reasonably foreseeable or we had been advised of the possibility of you incurring the same.

16.4 We will have no liability to you in respect of any event unless you have served notice of it on us within one year of the date you became aware of the circumstances giving rise to it or the date when you ought reasonably to have become so aware.

16.5 Nothing in this paragraph shall confer any right or remedy upon you to which you would not otherwise be legally entitled.

16.6 We will not be liable to you for loss arising from or in connection with any representations agreements statements or undertakings made prior to the date of this agreement.

17 Termination

This agreement may be terminated immediately by us if you fail to pay any sum due within 7 days of the date of submission of an invoice.

The website will be removed if payment is not made.

18 Force majeure

18.1 Neither party shall be liable for any breach of its obligations resulting from causes beyond its reasonable control including strikes of its own employees.

18.2 Each of the parties agrees to give notice immediately to the other upon becoming aware of an event of force majeure such notice to contain details of the circumstances giving rise to it.

18.3 If a default due to force majeure shall continue for more than 6 weeks then the party not in default shall be entitled to terminate this agreement. Neither party shall have any liability to the other in respect of the termination of this agreement as a result of force majeure.

19 Successors to the agreement

19.1 The benefit and obligations of this agreement shall be binding on any successor in title.

19.2 Neither party shall be entitled to assign this agreement nor all or any of their rights and obligations hereunder without the prior written consent of the other.

20 Notices

Any notice to be served on either of the parties by the other shall be sent by first class post or pre paid recorded delivery or by e-mail and shall be deemed to have been received by the addressee within 72 hours of posting or 24 hours if sent by e-mail to the correct address.

21 Headings

The headings in this document are for reference only.

22 Dispute Resolution

In the event of a dispute arising out of or in connection with this Contract and which has not been resolved following discussions and negotiations between a person or persons appointed or authorised by you and us then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.

23 Waiver

The failure by either party to enforce at any time or for any period any one or more of the terms or conditions of this Contract shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Contract.

24 Accreditation

Mersey Internet shall be entitled to place a hyperlink on each page of the website to indicate Mersey Internet was the author of the website. Mersey Internet retains the right to display the website in its Portfolio section of Mersey Internet’s websites.

25 Hosting

Whilst Mersey Internet recommends companies to host websites no guarantee is made as to availability of these hosting services

26 Jurisdiction

This Contract shall be interpreted according to the laws of England.

Copyright Andrew R Taylor and Net Lawman Ltd 2002-2005 (Amended by Mersey Internet 2015)

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