Moovin' On Up Terms and Conditions
Please note that the following terms are across all our services, if you are not sure and would like to discuss which terms apply to you and your purchased services then please contact us at:
customerservices@moovinonup.com
1. DEFINITIONS
In this document the following words shall have the following meanings:ISP shall mean Internet Service Provider
IPS shall mean Internet Protocol Service
DNS shall mean Domain Name Server
TLD shall mean Top Level Domain
FTP shall mean File Transfer Protocol
SEO shall mean Search Engine Optimisation
1.1 "Agreement" means these Terms and Conditions together with the terms of any applicable Service Specification;
1.2 "Client" means the organisation or person who purchases services from Moovin' On Up Ltd;
1.3 "Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.4 "Service Specification" means a statement of work, quotation or other similar document describing the services to be provided by Moovin' On Up Ltd;
1.5 "Moovin' On Up Ltd" means supplier; Moovin' On Up Ltd, 30 Bankhead Drive, Edinburgh
EH11 4EQ.
1.6 A person who is not a party to a Contract has no rights under the Contract (Rights of Third Parties) Act 1999 to enforce any Term of these Terms and Conditions.
2 GENERAL
2.1 These Terms and Conditions shall apply to all contracts for the supply of services by Moovin' On Up Ltd to the Client.
2.2 Before the commencement of the services Moovin' On Up Ltd shall submit to the Client a Service Specification which shall specify the services to be performed and the fees payable. The Client shall notify Moovin' On Up Ltd immediately if the Client does not agree with the contents of the Service Specification. All Service Specifications shall be subject to these Terms and Conditions.
2.3 Moovin' On Up Ltd shall use all reasonable endeavours to complete the services within estimated time frames.
3 FEES AND PAYMENT
3.1 The fees for the performance of the services are as set out in the Service Specification. Moovin' On Up Ltd shall invoice the Client for the services.
3.2 Invoiced amounts shall be due and payable within 30 days of receipt of invoice. Moovin' On Up Ltd shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 5% per annum above the base rate of the Bank of England. In the event that the Client’s procedures require that an invoice be submitted against a purchase order to payment, the Client shall be responsible for issuing such purchase order before the services are rendered.
4 CLIENT’S OBLIGATIONS
4.1 To enable Moovin' On Up Ltd to perform its obligations under this Agreement the Client shall:
4.1.a co-operate with Moovin' On Up Ltd;
4.1.b provide Moovin' On Up Ltd with any information reasonably required by Moovin' On Up Ltd;
4.1.c obtain all necessary permissions and consents which may be required before the commencement of the services; and
4.1.d comply with such other requirements as may be set out in the Service Specification or otherwise agreed between the parties.
4.2 The Client shall be liable to compensate Moovin' On Up Ltd for any expenses incurred by Moovin' On Up Ltd as a result of the Client’s failure to comply with Clause 4.1.
4.3 Without prejudice to any other rights to which Moovin' On Up Ltd may be entitled, in the event that the Client unlawfully terminates or cancels the services agreed to in the Service Specification, the Client shall be required to pay to Moovin' On Up Ltd as agreed damages, not as a penalty, the full amount of any third party costs to which Moovin' On Up Ltd has committed and in respect of cancellations on less than five working days’ written notice the full amount of the services contracted for as set out in the Service Specification, and the Client agrees this is a genuine pre-estimate of the Moovin' On Up Ltd’s losses in such a case. For the avoidance of doubt, the Client’s failure to comply with any obligations under Clause 4.1 shall be deemed to be a cancellation of the services and subject to the payment of the damages set out in this Clause.
4.4 In the event that the Client or any third party, not being a sub-contractor of the Moovin' On Up Ltd, shall omit or commit anything which prevents or delays Moovin' On Up Ltd from undertaking or complying with any of its obligations under this Agreement, then the Moovin' On Up Ltd shall notify the Client as soon as possible and:
4.4.a Moovin' On Up Ltd shall have no liability in respect of any delay to the completion of any project;
4.4.b if applicable, the timetable for the project will be modified accordingly;
4.4.c Moovin' On Up Ltd shall notify the Client at the same time if it intends to make any claim for additional costs.
5 ALTERATIONS TO THE SERVICE SPECIFICATION
5.1 The parties may at any time mutually agree upon and execute new Service Specifications. Any alterations in the scope of services to be provided under this Agreement shall be set out in the Service Specification, which shall reflect the changed services and fees and any other terms agreed between the parties.
5.2 The Client may at any time request alterations to the Service Specification by notice in writing to Moovin' On Up Ltd. On receipt of the request for alterations Moovin' On Up Ltd shall, within 5 working days or such other period as may be agreed between the parties, advise the Client by notice in writing of the effect of such alterations, if any, on the fees and any other terms already agreed between the parties.
5.3 Where Moovin' On Up Ltd gives written notice to the Client agreeing to perform any alterations on terms different to those already agreed between the parties, the Client shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise Moovin' On Up Ltd by notice in writing whether or not it wishes the alterations to proceed.
5.4 Where Moovin' On Up Ltd gives written notice to the Client agreeing to perform alterations on terms different to those already agreed between the parties, and the Client confirms in writing that it wishes the alterations to proceed on those terms, the Service Specification shall be amended to reflect such alterations and thereafter Moovin' On Up Ltd shall perform this Agreement upon the basis of such amended terms.
6 REGISTRATION OF DOMAIN NAME
6.1 The client agrees that all domain names carry a minimum of twenty-four months contractual bond on payment of fees, agreed by both parties.
6.2 The client agrees that all domain names are registered under the property of Moovin' On Up Ltd until all contractual fees have been paid in full. On full payment the ownership of the domains will become the property of the client.
6.3 The client acknowledges that the registration of the domain name will be dependent on the terms and conditions of various naming authorities/registration agents.
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6.4 The client agrees that Moovin' On Up Ltd are not held accountable for errors made on the part of the naming authorities/registration agents.
6.5 Moovin' On Up Ltd guarantee that should the naming authorities/registration agents alter, the clients will be notified immediately via Moovin' On Up Ltd’s website.
6.6 The client acknowledges that they cannot cancel any domain names once registered. On completion of payment, ownership of the domain names will be granted to the client.
6.7 The client understands that on completion of the contract, there is a pointing fee paid annually. If this fee, or any other fees are not received by Moovin' On Up Ltd, the client understands that they may have their service suspended until payment has been made in full.
6.8 In the event of the domain name becoming unavailable during the registration and authorisation period, Moovin' On Up Ltd will propose a new domain name for registration. The new domain name will not affect the present contractual agreements made and the client agrees that they are still subject to the same fees and charges.7 RENEWAL OF DOMAIN REGISTRATION
7.1 Moovin' On Up Ltd assures the client that the best endeavours will be made to renew all domain names automatically after the twenty-four month registration period; however the client acknowledges that Moovin' On Up Ltd will not be held accountable for the failure to do so.
7.2 The client agrees that prior to the renewal of any domain names, the annual renewal fee will be made payable to Moovin' On Up Ltd.
7.3a The client understands that they will be informed about the renewal date a minimum 30 days in advance by writing or by email.
7.3b The E-Commerce Service will renew domain names automatically unless requested not to by the client no later than 90 days before the renewal date.
7.4 The client agrees that neglect to pay any annual or outstanding fees will defer the registration/renewal of any domain names. This action will not yield any refunds.
7.5 The client agrees that they are to provide 30 days notice before the cancellation of any domain names. Neglect to provide this notice will result in the continuous process of the domain re-registration and consequent payment to take place.
7.6 The client understands that Moovin' On Up Ltd are not responsible for any materials lost due to clients neglect to pay renewal domain registration.
7.7 As stated in clause 6.8, should the domain become ineffective, Moovin' On Up Ltd shall provide and register a new domain name, with no refunds given.
7.8 Clients may transfer any domain names to a different Internet Service Provider (ISP) if they have provided at least 30 days notice before the next renewal payment and if their account has been settled. The client agrees that neglect to provide this notice will result in the payment of the renewal fee and a release fee.
8 TRANSFER OF A DOMAIN NAME
8.1 The client acknowledges that should they request Moovin' On Up Ltd to host an existing domain name, they are fully responsible for the transfer to the server on the day or after the start of any agreements made are responsible for any fees paid to other parties involved in connection to the transfer. In order to affect the transfer the client shall request his/her existing ISP or any other relevant third party:-
8.1a in the case of UK Top Level Domains (TLD’s) to modify the Internet Protocol Server (IPS) Tag as required by Moovin' On Up Ltd
8.1b in the case of international TLD’s to replace the name servers, admin, technical and billing contact with the relevant details received from Moovin' On Up Ltd.
8.2 Once the agreement has been cancelled or terminated, the client has the right to transfer any domain names to a third party server. The transfer is dependent on a transfer form being completed and all fees being paid in full in accordance to the Price List. All domain names cannot be permitted transfer if requested within 60 days of the renewal date.
8.3 The client acknowledges that Moovin' On Up Ltd will not be held accountable for any obstructions in the transfer of the domain name by any third parties and that all fees should be paid according to the agreement signed.
8.4 The client acknowledges that Moovin' On Up Ltd has the capability to hinder the release of any domain names, should the client be in breach of any agreements or payments, or if the contractual period has not yet expired.
8.5 The client agrees that they are fully responsible for the transfer of the website. Moovin' On Up Ltd will not be held accountable for the transfer of any existing sites hosted within the appropriate domain names.
8.6 The client acknowledges that there may be a release fee or full payment of contract when submitting transfer request form. This is sometimes demanded by an ISP and is not the responsibility of Moovin' On Up Ltd.
8.7 The client agrees that should an ISP deny the release of a domain name, Moovin' On Up Ltd are not held accountable and are not permitted to interfere with the ordeal. Should Moovin' On Up Ltd choose to intervene, the client understands that there will be a domain name handling fee. This fee is not refundable should the transfer still be unsuccessful.
8.8 The client agrees that services affected by the unsuccessful transfer will not be refunded. Should this occur, Moovin' On Up Ltd will offer a .co.uk domain name to replace the unsuccessful transfer of the previous domain name.
8.9 Domain name transfers, occurring within 2 months of the renewal date, will take longer than initial transfer requests.
8.10 All transferred domain names will be registered to Moovin' On Up Ltd until all agreed fees have been paid in full. The domain name may be transferred to the client, upon request, once all contractual fees and duties have been completed.
9. SERVICES
9.1 Moovin' On Up Ltd shall upon receiving payment as agreed between both the client and Moovin' On Up Ltd provide a service for the relevant packages stated below namely ecommerce, websites design, hosting and search engine optimisation are subject to the Client providing the relevant content in order to complete service specification. If the client fails to provide Moovin' On Up Ltd with any information for the completion of any of these services then Moovin' On Up Ltd hold the right to void all services with no refunds issued.
10 ECOMMERCE
10.1 The client understands that ecommerce is a prepaid service that requires specific information in order to run the program. Moovin' On Up use various freely available 3rd party platforms for all ecommerce development which are then modified to client specific needs.We do not charge clients for the cart but only for our modifications, site design and training / support.
10.2 The client acknowledges that full payment is required before the service can be provided.
10.3 Moovin' On Up Ltd requires all information requested from the E Commerce welcome pack. The neglect to provide all relevant information or data may result in additional charges.
10.4 In the case of retrieving information from an exsiting ecommerce solution or other website designed by a third party, Moovin' On Up Ltd are aware of the difficulties that clients may have sending websites via a web interface, so aid will be given voluntarily. However, the client must understand that a fee will be charged if the delivery of the final solution is required.
10.5 The client understands that Moovin' On Up Ltd aim to have websites set-up within a six week period dependant on the client providing all requested information as detailed in the welcome pack within a reasonable period of time.
10.6 The client acknowledges that they are notified about the location of their website and is informed about what information is required in order to make the site complete. The client understands that any changes to the site, for example, colour/images/etc, will not warrant any extra charges. However, any re-structuring will of the site will require extra work and extra charges.
10.7 The client is completely responsible for the legality of their website content in regards to trading standards and all information displayed on their website.
10.8a The client acknowledges that there are 18 merchant facilities to choose from once the site is up and running and will be advised by Moovin' On Up Ltd on the best option to suit their business:
10.8 b A fee may be required to some providers before their system is made available.
10.9 SSL System (secure socket layer) – Moovin' On Up Ltd will integrate this system.
10.10 The client understands that they are responsible for any modifications to the product information made by the client, using the management console.
10.11 There are monthly fees made payable to Moovin' On Up Ltd for such services as the maintaining of the website and renewing of the licence. The client understands that any extra work or upgrades will result in additional charges or annual renewal fees.
10.12 The client agrees to pay the monthly fee prior to the website going live on the internet. This fee is valid for a 12 month contractual period. Once this period has expired the client has the right to cancel any further services by providing 30 days written notice.
10.13 Moovin' On Up Ltd supplies a Customer Service Team that is readily available to offer aid to the client with regards to the E Commerce Service back office management control panel. The support will be provided through email and/or telephone.11 WEBSITE DESIGN AND HOSTING
11.1 The client understands that their website will be designed based on their choices and instructions completed in their welcome pack sent out after sign up.
11.2 Once the initial payments have been processed, information will be required to be provided by the client with regards to the design of the site, the client will be contacted by their account manager to confirm this process. Moovin' On Up Ltd will not be held accountable for any delay in the service as a result of insufficient information or neglect to provide information in the correct format.
11.3 The client understands that they have a maximum of 3 months to provide all website data for the initial launch. Neglect to provide this will result in a loss of any fees/deposits that the client has already paid and result in the service being suspended. Moovin' On Up Ltd's 6 week period of site creation commences once we have received all of this information.
11.4 A consultation with your appointed business manager will be arranged once all information has been provided and payment received. This consultation will be used to discuss the aesthetic aspects of the site and advice will be offered in order to maximise the website’s potential.
11.5 Moovin' On Up Ltd host all websites on either Coldfusion or NT web servers.
11.6 The client understands that website layouts or changes of material are not applicable once the website has been designed and hosted, however the client will be given the chance to alter minor aspects of the website should they be dissatisfied. Any major site redesigns will be charged accordingly.
11.7 The client agrees that both the hosting and maintenance fees involve a 12 month contractual period. Should the client wish to cancel this service, all fees will still be paid up until the12th month.
11.8 The client should provide 30 days written notice prior to the renewal of hosting services. Moovin' On Up Ltd reserve the right to renew the service without any notice and charge the client the new fees accordingly.
11.9 Moovin On Up are not responsible for the content placed on any sites that we provide ftp access or content management systems for. It is the responsibility of the client to ensure all content is appropriate.12 SEARCH ENGINE OPTIMISATION (OPTIMIZATION, SEO)
12.1 The client understands that this is a prepaid service which is non-refundable and will not begin until all fees have been paid.
12.2 The client acknowledges that Moovin' On Up do not offer any form of guaranteed results and all monies paid is for work done regardless of position achieved unless otherwise agreed and signed in a written contract.
12.3 The client agrees to assist in choosing the most marketable and profitable keyphrases but to respect Moovin' On Up's final decision.12.4 Moovin' On Up cannot offer the client any fixed volume of traffic to the website. The traffic level is affected by the popularity of that particular industry.
12.5 There are two choices for the optimisation techniques:
12.5a A main site engineer – this option will require FTP access to the clients website.
12.5b A Focus website (we recommend a minimum 5 pages), hosted under an independent domain name and connected to the clients main website. The client acknowledges that the focus website will use information from the main website and is used as a template only.
Any additional changes to the design and layout of the focus website will be charged accordingly, however the client done have input into the content of the website prior to publication on the internet. The client understands that it is their responsibility to provide all textual content for the focus site option.12.6 The client acknowledges that the optimization will begin once all key phrases have been established and template websites created.
The optimisation period will consist of the exact details as contained in the business proposal agreed between Moovin' On Up and the client.
The client may choose to either sign up to an ongoing retainer fee or continue the site optimisation themselves after the initial period.
12.7 On completion of the agreed work, the client will be invited to sign a maintenance plan. However, this is not mandatory. However should the client decline or neglect to sign within 14 days, Moovin On Up reserve the right to withdraw this option.
12.7a Moovin' On Up will not be held accountable for the drop in search engine listings as a result of the client declining to take advantage of the option mentioned in 12.7
12.8 The client agrees that the cancellation of this service will mean that all work shall be discontinued.
In the case of focus sites, Moovin' On Up reserve the right to remove any sites unless the hosting fees are paid in full, in advance.
12.9 Moovin' On Up will provide a minimum of 1 (search engine results postion) SERP per month and only when the client requests.
12.10 Moovin' On Up endeavour to make backup copies of the websites and all client data at regular intervals, however it is the responsibility of the client to make their own backup copies. Moovin' On Up will not be held accountable for the damage or loss of any client data or information.
12.11 The client agrees that there shall be no editing of the website whilst the program is still running, without full consultation with Moovin' On Up.
12.12 The client understands that neglect to follow instructions by Moovin' On Up with regards to this service, will result in the cancellation/suspension of the service completely. Should the client breach the contract in any way, they are liable to pay all fixed fees up until the end of the plan and all plans cancelled.
13 WARRANTY
13.1 Moovin' On Up Ltd warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.14 INDEMNIFICATION
The Client shall indemnify Moovin' On Up Ltd against all claims, costs and expenses which Moovin' On Up Ltd may incur and which arise, directly or indirectly, from the Client’s breach of any of its obligations under this Agreement, including any claims brought against Moovin' On Up Ltd alleging that any services provided by Moovin' On Up Ltd in accordance with the Service Specification infringes a patent, copyright or trade secret or other similar right of a third party.
15 LIMITATION OF LIABILITY
15.1 Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of Moovin' On Up Ltd to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the fees paid by the Client to which the claim relates.
15.2 In no event shall Moovin' On Up Ltd be liable to the Client for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever.
15.3 Nothing in these Terms and Conditions shall exclude or limit Moovin' On Up Ltd’s liability for death or personal injury resulting from Moovin' On Up Ltd’s negligence or that of its employees, agents or sub-contractors.
16 TERMINATION
Either party may terminate this Agreement forthwith by notice in writing to the other if:
17.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;
17.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;
17.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
17.4 the other party ceases to carry on its business or substantially the whole of its business; or
17.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
18 FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
19 DATA PROTECTION
All parties involved in the agreement will understand and follow the rules and regulations of the Data Protection Act 1998. This includes codes of practice and the confidentiality of personal information.20 INDEPENDENT CONTRACTORS
Moovin' On Up Ltd and the Client are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. Moovin' On Up Ltd may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Client and such engagement shall not relieve Moovin' On Up Ltd of its obligations under this Agreement.
21 ASSIGNMENT
The Client shall be entitled to assign its rights or obligations or delegate its duties under this agreement with the prior written consent of Moovin' On Up Ltd.
22 SEVERABILITY
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason in accordance with the law of United Kingdom and the parties hereby submit to the exclusive jurisdiction of the British courts., such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.23 WAIVER
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
24 NOTICES
Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Service Specification 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, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been served at the time by which the letter was served via recovered delivery.
25 ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.
26 NO THIRD PARTIES
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
27 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of United Kingdom and the parties hereby submit to the exclusive jurisdiction of the British courts.28 TERMS OF TELEPHONE SERVICE
28.1 Moovin' On Up Ltd Customer Relations department aim to provide the best service. If for some reason the client is unsuccessful in getting through to our Customer Relations department, you can either leave a message on the answer phone and we will get back to you as soon as possible or email us at support@moovinonup.com. If during the customer relations call the client is abusive, Moovin' On Up Ltd hold the right to remove the clients support privileges. Telephone calls and / or emails shall be responded to within a maximum of 24 hours except on weekends when it will be the next working day.29 SUSPENSION AND CANCELLATION OF SERVICES
29.1 Moovin' On Up Ltd hold the rights to cancel and suspend any services failure to the client not responding to any notices or providing the relevant content set out in the service specification. There has to be a level of commitment from the clients behalf in order for Moovin' On Up Ltd to provide a full service. If the client fails to provide the
relevant content to their package(s) after 6 months from sign
up date, Moovin' On Up Ltd reserve the right to suspend any
services the client has with Moovin' On Up Ltd. If the client
wishes to unsuspend their account they may be liable to pay
£99 + VAT.
