General Agreement Terms and Conditions ( “Service Agreement” )Our business is continually evolving and as such we reserve the right to change our Agreement Terms and Conditions when necessary. It is your responsibility to ensure that you are up to date with all of our terms and conditions.

ACCEPTANCE OF THESE TERMS AND CONDITIONS: By using any of the services and or software supplied by Media Modus you are confirming you have read, understand, agree to the terms and conditions in this document and that you agree to be bound by these Terms and Conditions (”Service Agreement”). If you agree to these Terms and Conditions on behalf of your employer, you represent that you have the authority to do so. These Terms and Conditions incorporate by reference the End User License Agreement, The Warranty Agreement, Website Contract, and the Media Modus Privacy Policy, which applies to all information that Media Modus Ltd collects from and about you in connection with the services consumed.

Content

1. Dedicated Servers
2. Uptime and Service Level
3. Account Security, Data Integrity & Data Backups
4. Graphic Design
5. Software Development & Warranty
6. Website Design & Development
7. Fees, Payment & Late Payment
8. Cancellation & Refunds
9. Rights & Recognition
10. Legal & Limitation of Liability
11. Fair Usage

1. Dedicated Servers

Media Modus where necessary and as part of our service may nominate and elect a third party provider to provide a dedicated server; Where this service is required your agreement will remain with Media Modus.

2. Uptime and Service Level

When sourcing providers we look for suppliers to have the highest level of uptime with multiple redundant connections to the internet, our suppliers internet connectivity should meet at the very least 99% up-time. Dedicated customes may review our SLA by clicking here.

For shared hosting accounts, there is no Service Level Agreement and we do not offer an uptime guarantee.

3. Account Security, Data Integrity & Data Backups

As standard Media Modus does not back up any of your data, it is entirely your responsibility to manage your own data and ensure its safety and integrity and to ensure you have sufficient disaster recovery plans and systems in place.

Where you have subscribed to a Media Modus “Data Backup” service, Media Modus will backup to the target device the data as mutually agreed on the “Data List” document you provided. The “Data Backup” service is tailored per client based upon the information supplied by you, as our suggestions are subjective it remains your responsibility to ensure the data backed up and the plans you have are correct and are sufficient enough for your needs.

Even backup devices fail, you might consider as part of your plan multiple redundant devices. **

Media Modus is not a security or data integrity company and therefore recommends that you consult an appropriate agency to ascertain the effectiveness of the systems you have in place.

You are responsible for the security of your accounts, you should ensure that access credentials are kept in a secure location inaccessible to third parties. Where an account is compromised we reserve the right to charge investigatory and or administration fees to cover our costs.

4. Graphic Design

We make no guarantee of copyright to customer. The customer assumes responsibility of obtaining Trademark or Copyright of any material created by Media Modus where Media Modus does not already have the Copyright. Media Modus assume no liability in the event that customer is unable to obtain Trademark or Copyright for any reason.

Original works created by Media Modus remain the copyright of Media Modus unless otherwise stated in writing by us. Where requested and always at our discretion Media Modus may hand over to you copyright for specific works.

5. Software Development & Warranty

Media Modus will always try to meet your software requirements as closely as possible and where technically feasible.

As is standard in the industry all software developed by Media Modus will remain our exclusive property. We do not pass or hand over the copyright implied or otherwise when delivering software solutions. To be clear, it is the solution you are being charged for not the source code contained within. The solution is delivered to you licensed for your use.

Title to the Software is not transferred to you. Ownership of all copies of the Software and of copies made by you is vested in Media Modus, subject to the rights of use granted to you in this agreement. As between you and Media Modus, documents, files, stylesheets, generated program code and schemas that are authored or created by you via your utilization of the Software, in accordance with its Documentation and the terms of this Software License Agreement, are your property.

In the course of our business we may include source codes for archival purposes. In this event no copyright is passed to you implied or otherwise, and remains our exclusive and intellectual property. In any event the following applies: you have no rights to view, display, analyse, reproduce, re-deploy, redistribute, modify, release, hire and/or sell it.

5.1 Warranty

Media Modus Ltd DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. Media Modus Ltd does not warrant that the Software, its use, operation or your ability to use the Software will be uninterrupted or error-free or that all Software errors will be corrected. Media Modus Ltd does not warrant that the Software or service will meet your requirements or that the operation of the Software will be uninterrupted or error free.

Media Modus Ltd is not responsible for any damages whatsoever, including loss of information, interruption of business, personal injury and/or any damage or consequential damage without limitation, incurred before, during or after the use of this product. Media Modus Ltd’s entire liability, without exception, in the case of Binary Compiled Win32 Executables is limited to the customers’ reimbursement of the purchase price of the software (maximum being the suggested retail price) in exchange for the return of the product, all copies, registration papers and manuals, and all materials that constitute a transfer of product from the customer back to Media Modus Ltd. In the case of Websites and Interpreted Code; due to the nature of the bespoke development and the close relationship between developer and customer the working or lack of including failure will not be subject to any reimbursement of any kind.

While we attempt to produce “bug” free software; due to the nature of the industry and the multitude of platforms our software may be executed on; our software is provided ‘as-is’.

You agree to be bound by these terms and conditions by installing and/or using our software.

6. Website Design & Development

Media Modus always endeavors to satisfy your website requirements.

Websites run on a platform ( the web server & operating system ) and are produced by writing lines of code that are either compiled and or interpreted ( the Software). All Websites including and/or ‘part of’ that we develop including but not limited to those parts that become part of a larger system where that system was not necessarily produced by us are subject to but not limited to clauses 5, 5.1 of this document.

7. Fees, Payment & Late Payment

7.1 For dedicated and value added services including but but limited to Dedicated Servers, Hosting, Site Review and Marketing all Fees are payable in advance and prior to provision. For some services where indicated you will be provided a fixed credit period. You will be notified of this period on your invoice.

7.2 All projects are undertaken subject to a 25% non-refundable deposit then a further payment of 65% at a milestone specified by us, with the remaining final balance 10% payable upon completion.

7.3 You may request an extended credit period; at our discretion of this may be granted.

7.4 Failure to meet payment dates may result in your account being frozen and/or your services being suspended without notice.

7.5 Payment by credit cards may incur up to 4.5% surcharge.

7.6 Where we or one of our subsidiaries has been provided by you a credit/debit card for payment for any of our services you authorise us to, where payment is late or not forthcoming for another service, take payment and charge said card to the value of any outstanding balance. We may at our sole discretion and subject to risk assessment choose to invoke clause 7.4

7.7 Under the “Late Payment of Commercial Debts (Interest) Act 1998,2002″ we are entitled to and will charge you interest on any late payments.

7.8 Late payments will incur a finance charge of 10% of the outstanding balance plus an initial £100 administration charge and additional fee for each business week the payment remains late.

7.9 All prices shown exclude VAT at the prevailing rate unless otherwise stated; VAT Registration Nş 917 8066 03.

8. Cancellation & Refunds

Where our work is Bespoke/Custom works usually undertaken to fit your needs and/or requirements there is no cancellation option. Should you no longer require us to continue with other project(s) that you have requested us to complete, you may opt to put a stop order on the project and pay any and all monies outstanding as determined by Media Modus.

For dedicated services you are required to provide at least one complete months notice of cancellation.

For downloadable software, a refund will only be considered where the software has not either been Installed or “Activated”. You should ensure that the software meets your requirements prior to purchase.

9. Rights & Recognition

All copyrights of third parties recognised.All rights reserved.

10. Legal & Limitation of Liability

You use software and/or employ services either developed or supplied by Media Modus at your own risk and you agree to indemnify and hold Media Modus its related companies and its suppliers, harmless from and against any claims or liabilities arising out of its use/employment; Including but not limited to the software or services failing to perform as you might expect or for damage and/or loss of data, software, hardware and/or money.

To the maximum extent permitted by applicable law, in no event shall Media Modus or its suppliers be liable for any Special, Incidental, Direct, Indirect or Consequential Damages whatsoever (Including, without limitation, Damages for Loss of Business Profits, Business Interruption, Damages for Loss of Business Information, or any other pecuniary loss) arising out of the use or inability to use the software and or services or the provision of or failure to provide support services, even if Media Modus has been advised of the possibility of such damage. In any case, Media Modus’s entire Liability under any provision of this agreement shall be limited to the amount actually paid by you for the software product or service.

This obligation will survive any termination of this Agreement.

You hereby agree and consent to venue in Lincolnshire, United Kingdom, in the event of any legal action regarding this Agreement.

11. Fair Usage

All of our services are provided subject to fair usage, for the avoidance of doubt, this means that should your usage adversely impact us or others then we may without notice suspend your account. For further clarification, this clause relates to but is in no way limited to Bandwidth Usage, Network Utilisation, Content Type and so forth.

* Downtime due to supplier’s hardware failure. Downtime does not include software malfunction or configuration error on the server.
** Media Modus endeavors to make backups of your data while maintaining its integrity. Where a backup(s) fails you agree to indemnify Media Modus against any legal action or compensation claims both now and in the future.

Last Updated: Feb 10, 2009