Terms of Business

1. Interpretation

In these Conditions the following definitions apply:

Ancillary Goods
means any ancillary goods that we need to supply to you in order to provide the Services, as set out in the Order;
Conditions
means the terms and conditions set out in this document;
Contract
means the legally-binding agreement between us and you for the supply by us of the Services, which incorporates these Conditions;
Intellectual Property Rights
means copyright, patents, rights in inventions, rights in confidential information, Know-how, trade secrets, trademarks, service marks, trade names, design rights, rights in get-up, database rights, rights in data, semi-conductor chip topography rights, mask works, utility models, domain names, rights in computer software and all similar rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing;
Order
means your order for the Services from us, as set out in your acceptance of our quotation for the supply of Services;
Privacy Policy
means our statement about the use of your customer information which can be found at our Privacy & Cookies page and our contact details for the purposes of the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as these may be amended or re-enacted from time to time);
Services
means the services (including any necessary Ancillary Goods set out in an Order;
Specification
means the description or specification of the Services set out in the Order;
Value Added Tax or VAT
means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Ancillary Goods;
We, Us or Our
means 3mil Ltd, registered in England company registration number 06444120 whose registered office is 26 Beulah Road, Wimbledon, London SW19 3SB.

2. Application of Conditions

2.1
Any estimate provided by us for the provision of Services prior to you submitting an Order:
2.1.1
is for information purposes only. It is not a binding offer by us to supply Services on the terms of the estimate and these Conditions; and
2.1.2
will be valid for 30 days only from the date of issue.
2.2
When you place an Order for the supply of Services from us, you make a binding offer to purchase those Services in accordance with these Conditions.
2.3
We reserve the right at all times to reject any Order, in whole or in part, at our sole discretion.
2.4
A Contract will be formed in respect of the supply of Services described in our acceptance of your Order, upon the earlier to occur of:
2.4.1
our written acceptance of your Order; or
2.4.2
the execution of a specific written agreement by both us and you.
2.5
We will not accept any variation to these Conditions, an Order or quotation from us unless the variation is expressly agreed by us and as confirmed by us by email.

3. Charges

3.1
The charges for the Services will be as set out in the Order or in default of such provision will be calculated in accordance with our standard scale of charges in force on the date of your Order as notified to you as follows.
3.1.1
Time based charges: we charge for our Services on a time basis. We charge for each hour we spend in providing our Services. The following is an example of how our charging structure works: If we complete performance of the Services within 50 minutes where the charging period is 30 minutes we will charge for 2 x 30 minute periods. If we go over into another 30-minute period by a few minutes, at our discretion, we may charge up to the last period completed.
3.1.2
(a) If we provide an estimate then we will charge you the amount stated in the estimate rather than a charge based on the time taken in performing the Services. We only provide estimates and do not give quotations or binding indications of how much we will charge. As we provide an estimate we may need to charge you a higher amount than stated in the estimate. This can occur for a number of reasons, in particular where:(i) what you require us to do changes, or the amount of work or Services you require us to provide increases or is different to what we and you agreed before we started performing the Services and as stated in the estimate; or

(ii) when we start performing the Services it becomes apparent that the amount of Services we will need to perform or the type of work that is involved is different to what we agreed before we started performing the Services and we could not reasonably foresee this before we started performing the Services.

(b) Where the amount of work involved is greater than that stated in an estimate (as set out in Condition 3.1.2(a) we will seek your approval to the extra amount that you will need to pay and will not continue performing the Services until agreement is reached.

3.2
The charges:
3.2.1
includes the price for the Ancillary Goods;
3.2.2
does not include other ancillary goods, including but not limited to photographs and images or services, which will be charged in addition;
3.2.3
does not include Value Added Tax.

4. Payment

4.1
For off-line Services we will invoice you for the Services, within 7 days after completion or in stages if staged invoicing is expressly agreed prior to the acceptance of the Order. You must pay all invoices in full, without deduction within 15 days of the date of invoice.
4.2
For online Services, we will invoice you as follows:
4.2.1
50% of the Order on commencement of the Services;
4.2.2
30% of the Order on completion of the design aspect of the Services;
4.2.3
20% on completion of the ServicesAn alternative payment schedule may be agreed by us at our sole discretion.
4.3
VAT will be charged by us and paid by you at the then applicable rate.
4.4
If we accept an Order for the supply of Services outside of the UK, you may be subject to other duties or taxes in addition to VAT. These duties or other taxes are outside our control and must be borne by you.

5. Delivery of Services

5.1
We will endeavour to deliver the Services on the dates specified in the Order. We will commence delivery of the Services to you as soon as reasonably practical and at least within 30 days of our acceptance of your Order (where no commencement date is stated on the Order), unless exceptional circumstances or events beyond our reasonable control prevent us doing so.
5.2
Where we have started performing the Services and you decide you wish to cancel the Contract you will only have to pay for any Services we have performed up to the date of cancellation and for any Materials which we have a legal obligation to pay for. If you have made payment[s] to us in excess of the amount of Services we have performed or Materials we have purchased, we will return the difference to you within 15 days of cancellation.
5.3
What is a reasonable period of time depends on the types of Services we will be performing and the length of time they will take to perform.
5.4
Our delivery of Services may be affected by certain situations or events that occur that are not within our reasonable control (some examples are given in condition 5.5 below). Where one of these occurs we will attempt to recommence performing the Services as soon as the situation which has stopped us performing the Services has been resolved. In such circumstances there may be a delay (sometimes a substantial delay) before we can start or continue performing the Services.
5.5
The following are examples of events or situations which are not within in our reasonable control:
5.5.1
where you make a change in the Services you wish us to perform (and this results in, for example, us having to do further work); or
5.5.2
where we have to wait for other providers of services (who have been engaged by you) to complete their work before we are able to perform the Services (or the relevant part of the Services dependent on the other provider if ordered at short notice); or
5.5.3
for some other unforeseen or unavoidable event or situation which is beyond our control.
5.6
If the delay in us recommencing performing the Services will be excessive then we will offer you the option of either:
5.6.1
continuing to wait until we are able to recommence performing the Services. If you are required to make any payments during this period (for example if we and you have agreed that you will pay us in staged amounts) then we will not require you to make any of the payments required until we are able to recommence performing the Services; or
5.6.2
allowing you to cancel the contract. If you choose this option then you will only have to pay for any Services we have performed up to the date of cancellation and for any materials for which we have a legal obligation to pay. If you have made payment[s] to us in excess of the amount of Services we have performed or materials we have purchased, we will return the difference to you within 15 days of cancellation.

6. Cancellation Rights

6.1
In addition to your rights to cancel the Contract set out at clause 5, you may cancel any Order at any time in writing to us up to the end of the seventh business day from the date of acceptance of your Order by us, unless the commencement date for the delivery of Services is before this cancellation period, in which case you may cancel the Order prior to the commencement date for the Services.

7. Warranty Services

7.1
We warrant that:
7.1.1
we will use all reasonable endeavours to commence the provision of Services by any commencement date set out in the Order;
7.1.2
we will use all reasonable endeavours to complete the performance of the whole or any part of the Services by the relevant completion date set out in the Order, if specified;
7.1.3
the Services will be provided with all reasonable skill and care; and
7.1.4
the Services will comply with their description set out in the Order.
7.2
We will, at our option when it is reasonable to do so, re-perform any of the Services not carried out in accordance with the Order, provided that:
7.2.1
you inform us promptly on discovery that some or all of the Services do not comply with condition 7.1.3 or condition 7.1.4; and
7.2.2
you give us a reasonable opportunity to examine the circumstances concerning the performance of the relevant Services.

8. Liability

8.1
Nothing in these Conditions is intended to exclude our liability where consumer protection legislation or contract law prevents us from doing so, including:
8.1.1
for death or personal injury caused by our negligence; or
8.1.2
for breach of the terms implied by section 12 of the Sale of Goods Act 1979 and by section 2 of the Supply of Goods and Services Act 1982;
8.1.3
for defective products under the Consumer Protection Act 1987; or
8.1.4
for fraud or fraudulent misrepresentation.

9. Termination

9.1
Either you or we may terminate the Contract at any time on written notice to the other if that other:
9.1.1
commits a material breach, or series of breaches resulting in a material breach, of the Contract and such breach is not remediable or is not remedied within 15 days of written notice to do so;
9.1.2
is subject to an exceptional event beyond its reasonable control notified to the other party promptly upon its occurrence that renders the party giving notice of the event unable to perform its obligations under the Contract for period of more than 45 days.
9.2
On termination of the Contract for any reason:
9.2.1
you will immediately pay all outstanding sums set out in our invoices and not disputed in good faith;
9.2.2
we will within 7 business days, invoice you for all Services delivered or provided but not yet invoiced and you will pay such invoice within a further 7 business days (unless the invoice is disputed in good faith);∙ the accrued rights and liabilities of you and us will not be affected; and
∙ any condition which expressly or by implication is to survive termination will do so.

10. Intellectual Property Rights and Ownership

10.1
You represent and warrant that any content, text, information, or graphics provided to us for inclusion in your website are owned by you, or that you have permission from the rightful owner to use those elements, and that you will indemnify us in the event of any actions, claims, proceedings, costs, damages, losses, liabilities, and expenses incurred by or awarded against us from the use of such elements provided by you. Each party is responsible for ensuring that content which they provide can be used legally.
10.2
Copyright to the finished assembled work of webpage’s and graphics produced by us, specifically for the Client, shall be vested with the Client upon full, valid final payment being received by us.
10.3
However, we retain the right of ownership to custom designed graphics created by us, source code, files, text, and any other programme specifically designed or purchased on behalf of you. Use of graphics or source code produced by us for any purpose other than the purpose of the web site being designed, is not permitted.
10.4
All work and assets remain our property until full payment is received, including payment for additional expenses and fees if applicable. All content provided by you, including textual and graphical content, will always remain your property, unless otherwise stated, however we receive ownership rights to store, backup, and archive such files. We reserve the right to permanently store a copy of the completed website as a record of achievement. This copy may be shown to other clients to demonstrate our work. Full-size screenshots of the website and its content may be shown on our website.
10.5
All unused designs, layouts, graphics, coding, other files, and ideas remain our property at all times. The Client has the right to view and temporarily store draft designs, completed designs, graphics, ideas and planning created by us; all of which must be returned, if requested, and then deleted if they were not included in the completed website development. The same applies if the agreement terminates or if the Client fails to pay fully. After we have received all payments due from you ownership of the completed assembled websites files (such as HTML, CSS, graphics, and content) will pass to you. Planning remains our property.

11. Website Design and Development

Where the Services completed require the creation of a website the following conditions shall apply:

11.1
Search Engine Optimisation (SEO)
11.1.1
The use of on-page SEO techniques to optimise your website includes, but is not limited to: creating unique, accurate page titles; use of the “description” Meta tag; use of the “copyright” Meta tag; use of the “keywords” Meta tag; alternate image text; efficient URL structure; and other practices deemed necessary or appropriate by us. No guarantees are given by us regarding the effectiveness of this service.
11.2
Content
11.2.1
All textual content (such as articles, products information, or other information) must be supplied by you.
11.2.2
Textual content must be provided in Microsoft Office formats (such as “.doc”, “.docx”, “.xls” etc.) or a PDF format.
11.2.3
We expect to receive from you all the graphic elements necessary to complete your website. This includes, but is not limited to: the company logo, ancillary images, photography and video.
11.2.4
We are responsible for creating the websites design and layout – we are not responsible for creating content. We may purchase additional content, photography or graphics on your behalf; however these costs will be counted as additional expenses which you must pay for.
11.3
Submission methods
11.3.1
Submission of content can be made: via email; on CD; on DVD; on a memory stick; via the Dropbox file sharing service; or by an agreed alternative method. You may only provide printed or hand-written content with our express prior agreement. Submission of printed or hand-written content will incur additional costs. We reserve the right to refuse poor-quality, printed or hand-written content.
11.4
Failure to provide content promptly
11.4.1
You must provide all content necessary for the websites completion within 20 days of purchase. Full payment for the project (the total price, plus fees and additional expenses) is immediately due, within 15 days, if you fail to provide all necessary content for the websites completion within 20 days of purchase. We may ask you, or offer you the option to provide, additional content after 20 days of purchase at our discretion.
11.5
Client amends
11.5.1
We encourage input from you during the design process, therefore you agree that there will be no design changes after the basic layout has been confirmed and accepted by you. If significant page modification is requested after a page has been built to your specifications, it will be counted as an additional page, which must be paid for. Examples of significant page modification at your request include: developing page structure to accommodate a substantial redesign; replacing more than 50% of the text to any given page; creating a new navigation structure or changing the designs graphics; or significantly reconfiguring your shopping cart with new product, shipping or other calculation if e-commerce was included. If significant modifications are requested by you, we reserve the right to refuse such changes, or to charge additional expenses, at our discretion. However, reasonable changes will be covered during development.
11.6
Site management and update services
11.6.1
On completion of the website or it going live whichever is the earlier, we will provide you with a free 30 day warranty to repair or fix any bug or website issue within working hours in the UK being Monday to Friday excluding bank holiday between 09.00 to 17.30. On the expiry of the 30 day period and except in the event that you have a service agreement with us, we accept no responsibility for the coding within your website, or any on-going maintenance of the website, bug fixing, software updates, security updates or content updates.
11.6.2
Our 30 day warranty only applies to code designed and built by us and excludes all third party software, plugins, scripts or modules.
11.7
Limited liability
11.7.1
You agree that any material submitted for publication will not contain anything leading to an abusive or unethical use of the web hosting service, or our services. Abusive and unethical materials include, but are not limited to: pornography, obscenity, nudity violations of privacy, computer viruses, harassment, any illegal activity, spamming, advocacy of an illegal activity, and any infringement of privacy. We reserve the right to determine what is and what is not inappropriate. You hereby agree to indemnify us and hold us harmless from any claim resulting from your publication of material or use of those materials.
11.8
Moving on
11.8.1
If you wish to move your website to another provider we will charge you a fee to prepare and package your data, design and content files for use by your new provider. The website, its content, design and database remain our property until full payment is received for the move to another provider.

12. Design Credits

12.1
You agree that we may place a byline (accreditation) and/or a link to our website on all printed and digital Services that we supply to you. You agree not to remove, hide or in any way discredit the said byline. You also agree that any website or printed material we create and/or produce for you may be included in our portfolio of work for demonstration purposes and/or use any designs it our own publicity material.

13. Security and Backups

13.1
You agree that we may place a byline (accreditation) and/or a link to our website on all printed and digital Services that we supply to you. You agree not to remove, hide or in any way discredit the said byline. You also agree that any website or printed material we create and/or produce for you may be included in our portfolio of work for demonstration purposes and/or use any designs it our own publicity material.
13.2
If you decide to choose a hosting site that does not support backups we can provide you with a quotation to install and configure a paid-for backup service.
13.3
We are not responsible for the general security and availability of your websites. We will work with you and your hosting provider to restore your website if this becomes necessary and any costs involved including our time in assisting you will be yours exclusively.

14. General

14.1
Time:Unless stated otherwise, time is not of the essence of any date or period specified in these Conditions.
14.2
Notices:Notices under this Agreement will be in writing or email and sent to the persons and addresses set out in the Order. They may be given, and will be deemed received:
14.2.1
by first-class post: two Business Days after posting;
14.2.2
by airmail: seven Business Days after posting;
14.2.3
by hand: on delivery;
14.2.4
by facsimile: on receipt of a successful transmission report from the correct number, and
14.2.5
by email: on receipt of a delivery or read receipt mail from the correct address.
14.3
Waiver:No delay, act or omission by either you or us in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
14.4
Rights of Third Parties:This Contract is not enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
14.5
Priority:The terms of these Conditions prevail over those of the Order or Schedule (if any).
14.6
Entire Agreement:The Contract constitutes the entire agreement between you and us in relation to its subject matter. No other terms apply.
14.7
Succession:This Contract will bind and benefit each of your or our successors and personal representatives.
14.8
Data Protection:We will use your customer information only in accordance with our Privacy Policy.
14.9
Governing law and jurisdiction
14.9.1
This Contract will be governed by the law of England and Wales.
14.9.2
Disputes will be submitted to the exclusive jurisdiction of the courts of England and Wales.