Terms and Conditions | MN2A IT Solutions

Terms & Conditions The following terms and conditions refer to MN2A LTD and its relationship with its clients and potential clients.

General Terms & Conditions of Business

1.1 Quotes & Prices
1.1.1. All quotes/estimates are valid for 30 days from the date of submission.
1.1.2. Quotes/estimates are based on the information provided by the Client, including but not limited to detail on quantities, structure, scope and functionality. Any quote/estimate may therefore be subject to change should the client’s requirements change at any time.
1.1.3. Quotes/estimates are based on the MN2A LTD’s current costs of production and unless otherwise agreed are subject to amendment on or at any time after acceptance to meet any rise or fall in such costs.
1.1.4. Any estimates given by MN2A LTD as to the time of completion or performance of its services (whether completion of the whole or a part of those services) shall be estimates only and time shall not be of the essence.
1.1.5. Any stated timescale is reliant upon the client providing all required information/copy/images within the time set out at project initiation.
1.2 Methods
1.2.1. MN2A LTD reserves the right to sub-contract the fulfilment of an order or any part thereof.
1.2.2. Any images supplied electronically will be incorporated into designs without charge provided that they are of suitable quality. All images need to be supplied as EPS illustrator vectors for logos and Photoshop tiffs (300dpi min) for pictures. Any logos that need to be re-drawn will be charged extra at our hourly rate. Images sourced from external image libraries may incur additional licence/royalty charges payable by the Client.
1.2.3. Should the Client supply text, artwork or images, MN2A LTD is not obliged to edit, check or guarantee the correctness thereof in any way whatsoever, and the end product shall be made at the entire risk of the Client.
1.2.4. MN2A LTD shall be indemnified by the Client in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent design or any other proprietary or personal rights contained in any material supplied by the Client. The indemnity shall extend to any amounts paid on a lawyer’s advice in settlement of any claim.
1.3 Invoices & Payment & Termination
1.3.1. Payment must be made no more than 30 days after date of invoice unless otherwise agreed in writing in advance.
1.3.3. All work remains copyrighted to MN2A LTD until settlement of relevant fee account.
1.3.4. If MN2A LTD incurs any costs as a result of the Client’s neglect or default, the Agency may charge those costs to the Client in addition to the contract price.
1.3.5. When payment is overdue, MN2A LTD may suspend work, service and/or delivery without notice and without prejudice to any other legal remedy until due payment has been made. Furthermore, any work started but incomplete may be suspended and payment therefore becomes immediately due and payable, notwithstanding anything expressed herein, and any monies in respect of.
1.3.6. MN2A LTD may require payment in advance, or a deposit of at least 50% of the quote/estimate total prior to instigating work on an order, particularly but not limited to the following situations: new clients; clients with a poor payment history; large, lengthy or complex projects. Where a deposit is required, the balance shall be due upon completion of the work, unless otherwise agreed in writing in advance.
1.3.7. If your payment is returned by the bank as unpaid for any reason, you will be liable for a charge of £50 for each occurrence.
1.3.8. Any cancellation/termination towards MN2A LTD must be provided by email in writing to [email protected] with 30 day’s notice and to be acknowledged by MN2A LTD. Any cancellation/termination is subject to payment of all fees/charges for the duration to minimum agreement period and by paying all debt including interest and costs.
1.3.9. Services rendered by MN2A LTD are strictly non-refundable. Cancellation and terminations are only applicable for future billings and/or where future services not delivered.
1.3.10 Proof of services delivered by MN2A LTD will be deemed, by on-site days of client, whatsapp/sms conversations, emails and time-stamps of production days.
1.4 Proofing
1.4.1. After approval the Client shall have no claim against the Agency for errors in the exemplar as approved by them.
1.5 Insolvency
1.5.1. If the Client ceases to pay his debts in the ordinary course of business or cannot pay his debts as they become due or is deemed to be unable to pay its debts or have a winding-up petition issued against it or being a person who commits an act of bankruptcy or has a bankruptcy petition issued against him, the Agency without prejudice to other remedies shall:
1.5.1.1. Have the right not to proceed further with the contract or any other work for the Client and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the Client. Such charge to be an immediate debt due to him.
1.5.1.2. In respect of all unpaid debts due from the Client have a general lieu on all goods and property in its possession (whether worked on or not) and shall be entitled on the expiration of 14 days’ notice to dispose of such goods or property in such manner and at such price as it thinks fit and to apply the proceeds towards such debts.
1.6 Force Majeure
1.6.1. MN2A LTD shall be under no liability if it shall be unable to carry out any provision of the contract for any reason beyond its control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency the Client may by written notice to the Agency elect ‘to terminate the contract and pay for work done and materials used’, but subject thereto shall otherwise accept delivery when available.
1.7 Information Provided by You
1.7.1. You warrant that the name, address and payment information provided when you place your order with MN2A LTD will be correct and you agree to notify the Agency of any changes in the name, address and/or payment details.
1.7.2. You agree that the MN2A LTD may disclose your name and address where any enquiries are made.
1.7.3. You warrant that you possess the legal right and ability to enter into this Agreement and to use MN2A LTD’s services in accordance with this Agreement.
1.8 Indemnity
1.8.1. You shall indemnify us and keep us indemnified and hold us harmless from all liabilities, actions, claims, proceedings, losses, expenses (including reasonable legal costs and expenses), costs and damages, howsoever suffered or incurred by us in consequences of your breach or non-observance of this Agreement, or arising out of claims based upon or relating to our work for you or any claim brought against us by a third party resulting from the provision of any Services to you and your use of them.
1.8.2. The Agency will notify you promptly of any claim for which the Agency seeks specific indemnification at the currently supplied address. The Agency will afford you the opportunity to participate in the defence of such claim, provided that your participation will not be conducted in a manner prejudicial to the Agency’s interests, as reasonably determined by the Agency and/or its legal representatives.
1.9 Limitation of Liability
1.9.1. All conditions, terms, representations and warranties relating to the Services supplied under this Agreement, whether imposed by statute or operation of law or otherwise, that are not expressly stated in these terms and conditions including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded, are subject always to sub clause 1.9.2.
1.9.2. Nothing in these terms and conditions shall exclude our liability for death or personal injury resulting from our negligence.
1.9.3. In any event, no claim against MN2A LTD shall be brought unless you have notified the Agency of the claim within one year of the issue arising.
1.9.4. In no event shall the MN2A LTD be liable to you by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, for any loss of business, contracts, anticipated savings or profits or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the MN2A LTD negligence or the negligence of its servants or agents or otherwise) which arise out of or in connection with the provision of any goods or services by the MN2A LTD.
1.9.5. MN2A LTD warrants that its services will be provided using reasonable care and skill. Where MN2A LTD supplies any goods supplied by a third party, the Agency does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign the benefit of any warranty, guarantee or indemnity given by the supplier of the goods to the Agency.
1.10 General Terms
1.10.1. These conditions and all other express terms of the contract shall be governed and constructed in accordance with the laws of England and you hereby submit to the non-exclusive jurisdiction of the English courts.
1.10.2. The Agency shall not be liable or deemed to be in breach of contract by reason of any delay in performing, or failure to perform, any of its obligations if the delay or failure was due to any cause beyond its reasonable control.
1.10.3. All quotes/estimates, briefs and other Client/Agency documents are commercially confidential and may not be disclosed to third parties without prior written agreement.
1.10.4. These terms and conditions, together with any documents expressly referred to in them, contain the entire Agreement between the Agency and the Client relating to the subject matter covered and supersede any previous agreements, arrangements, undertakings, proposals or contemporaneous communications, written or oral: between the Agency and the Client in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of these terms and conditions. In agreeing to these terms and conditions, you confirm that you have not relied on any representation other than those expressly stated in these terms and conditions and you agree that you shall have no remedy in respect of any misrepresentation which has not been expressly made in this Agreement.
1.10.5. Any notice to be given by either party to the other may be sent by either email or post to the address of the other party as appearing in this Agreement or ancillary application forms or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved, be deemed to be received on the day it was sent, or if sent by post shall be deemed to be served two days following the date of posting.
1.10.6. Headings, numbering and summaries are included in this Agreement for convenience only and shall not affect the construction or interpretation of this Agreement.
1.10.7. You acknowledge that no joint venture, partnership, employment, or agency relationship exists between you and the Agency as a result of your use of these services. You agree not to hold yourself out as a representative, agent or employee of the Agency. You agree that the Agency will not be liable by reason of any representation, act or omission to act by you.
1.10.8. The Agency reserves the right to revise, alter, modify or amend these terms and conditions, and any of our other policies and agreements at any time and in any manner without prior notification. Notice of any revision, amendment, or modification will be posted in accordance with
2 Service Level Agreements
2.11. The hours provided in Service Level Agreements (SLA) can be used in any way, other than for fixed costs and essential services – such as web hosting or advertising placement – or towards payment of debts or existing/quoted jobs.
2.1.2. Once an account handler at the Agency has been given a job brief as part of the SLA, should the work take longer than 30 minutes, we will endeavour to provide a total estimate of how long the job will take for approval by the Client before any work is commenced.
2.1.3. For each job requested by the Client as part of the SLA, a minimum of 15 minutes will be deducted from the remaining SLA time allowance.
2.1.4. All hours worked as part of an SLA are recorded and can be forwarded to the Client on request.
2.1.5. Once a Client approaches the final two hours of their SLA allowance, the Agency will endeavour to notify them automatically via email, providing the opportunity to purchase another SLA.
2.1.6. Any hours that have not been used within the initial 12 months after purchase will roll over to the following year, up to a maximum of 24 months. However, although the Agency reserves the right to increase the hourly rate as business needs dictate, the hours in an SLA will be honoured at the original rate at which they were purchased for one year, after which time, any roll-over hours will be applied to subsequent years at the new hourly rate.

Digital Media Terms & Conditions

3.1 Programming
3.1.1. The Agency ensures that websites are programmed to be as secure as reasonably possible at the time of delivery. However, the Agency cannot guarantee indemnity against future security threats or developments.
3.1.2. Once the Agency deems a project complete, any subsequent amendments or changes will be charged at the Agency’s standard hourly rate of £100/hour.
3.1.3. Websites are developed for compatibility with the current version of Microsoft Internet Explorer, but not necessarily with older versions or all browsers. If additional browser compatibility is required, the Client must notify the Agency at the project’s outset.

3.2 Ownership
3.2.1. Ownership of the website pages and associated copyrights will remain with the Agency until full payment of all outstanding fees is received. Upon full payment, ownership and copyright for page text and Client-specific graphics will transfer to the Client.
3.2.2. The Agency retains ownership of all code used in processing web pages. The use of such code does not confer any transfer of title or ownership rights to the Client.

3.3 Content
3.3.1. The Client is responsible for providing all website content in a clear, usable format (either physical or electronic) and assumes full responsibility for the content displayed on the web pages.
3.3.2. All images uploaded by the Client to the website (via CMS, FTP, or other methods) must be optimized for web use (compressed file size). The Agency can recommend suitable image editing software but is not responsible for the performance, compatibility, or results of third-party software.
3.3.3. When a test link is provided, the Client is responsible for thoroughly testing the functionality, reviewing all content and design, and approving images before providing final approval.
3.3.4. While the Agency can supply legal disclaimers and privacy policies, it is the Client’s responsibility to verify with their legal advisers that these meet specific legal requirements. The Agency accepts no liability for the accuracy, relevance, or currency of these documents.
3.3.5. The Agency collaborates with selected influencers and social media content creators. Partnerships and collaborations are managed through outbound invitations to the Client’s business. Visits and content creation at the Client’s premises are subject to the availability of influencers and content creators, which cannot be guaranteed.

Website Hosting and Email Terms & Conditions

Summary

The Agency provides website and database hosting services through third-party providers. These services are subject to the terms outlined below, as well as any additional policies or notices applicable to hosting services.

Key points include:

While the Agency and its suppliers strive to deliver the best possible service, 100% uptime cannot be guaranteed.

The Agency and its suppliers are not responsible for losses arising from service interruptions.

Services may be terminated if payments are not made on time or if services are misused.

Restoration of services, particularly those involving databases, may incur additional costs if the original setup has been removed.

Any work requested by the Client, including troubleshooting issues unrelated to the Agency or its suppliers, will be charged at £100 per hour. Clients should first confirm with their IT professional that issues are not due to their own systems before contacting the Agency.

The server management fee includes security patches, server health checks, uptime monitoring, and access to technical advice from the development team.

4.1 Website & Email Content and Use

4.1.1 Accuracy and Responsibility
The Agency does not warrant the accuracy, quality, or reliability of information received via the Server and accepts no liability for data loss. The Client is solely responsible for ensuring the accuracy, truthfulness, and legality of all content uploaded to their web pages.

4.1.2 Client Obligations
The Client warrants that the website will be used only for lawful purposes and agrees to the following:

4.1.2.1 The Server will not be used in any manner that infringes laws, regulations, or third-party rights.

4.1.2.2 The Client will not host, post, or transmit:

4.1.2.2.1 Material that is unlawful, offensive, or objectionable.

4.1.2.2.2 Content containing viruses or other malicious software.

4.1.2.2.3 Material that encourages illegal activity, infringes intellectual property, or violates others’ rights.

4.1.2.3 Bulk email (opt-in or otherwise) may not be sent from or promoted via the Server.

4.1.2.4 Programs consuming excessive system resources are prohibited.

4.1.2.5 Use of the Server must not adversely affect other customers.

4.1.2.6 All email communications must comply with applicable laws, including data protection legislation, and be conducted securely.

4.1.2.7 Users must be at least 16 years old. For company accounts, the Client must ensure compliance with this age requirement.

4.1.2.8 The Client is fully liable for any civil or criminal consequences resulting from the use of their web pages, including defamatory content.

4.1.3 Removal of Inappropriate Content
The Agency and its suppliers reserve the right to remove material deemed inappropriate (e.g., Warez or illegal MP3s) without prior notice.

4.1.4 Sale of Goods and Services
If the Client advertises or sells goods/services via their website, they must comply with relevant laws and regulations, such as Advertising Standards, Consumer Credit Acts, and Trade Descriptions Acts. Goods must meet the descriptions and warranties provided.

4.2 Charges

4.2.1 Pricing and Payment
Charges for services are based on published rates and are payable in advance. The Agency reserves the right to update pricing, though current rates are guaranteed for the duration of the subscription period.

4.2.2 Payment Schedule
Payments are due on a recurring basis (monthly, quarterly, or annually) from the service establishment date until written notice of termination is provided.

4.2.3 Additional Charges
Charges may apply for:

Annual website hosting.

Website or digital asset transfers.

Domain migration.

Social media account transfers.

Recovery of digital assets.

Late payment collection.

Content day cancellations.

4.3 Third-party providers Terms and Conditions

Cloudflare

Oracle Cloud

AWS