TERMS & 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: info@midwaysky.co.uk

1. DEFINITIONS

In this document the following words shall have the following meanings:

ISP shall mean Internet Service Provider

FTP shall mean File Transfer Protocol

SEO shall mean Search Engine Optimisation

1.1           “Agreement” means these Terms and Conditions together with any additional agreed terms;

1.2           “Client” means the organisation or person who purchases services from Midway Sky

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 Midway Sky;

1.5           “Midway Sky” means supplier; Midway Sky, 145-157, St. John Street, London, EC1V 4PW

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 Midway Sky to the Client. It is the responsibility of the client to check these terms and conditions periodically for any updates, although where possible and where applicable Midway Sky will strive to inform clients of any changes that will affect them.

2.2           Before the commencement of the services Midway Sky shall submit to the Client a Service Specification which shall specify the services to be performed and the fees payable. The Client shall notify Midway Sky 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           Midway Sky shall use all reasonable endeavors to complete the services within estimated time frames.

2.4           Clients must ensure that they have provided Midway Sky with a valid email address for correspondence and notify us of any changes in the status of this email address, and if this email address is no longer accepting email it is the responsibility of the client to inform Midway Sky immediately.

3. FEES AND PAYMENT

3.1           The fees for the performance of the services are as agreed in your application. Midway Sky shall invoice the Client for the services.

3.2           Invoiced amounts shall be due and payable within 14 days of receipt of invoice. Midway Sky 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 Midway Sky to perform its obligations under this Agreement the Client shall:

4.1.a        Co-operate with Midway Sky;

4.1.b        Provide any information reasonably required by Midway Sky;

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.

4.1.e        Deal with Midway Sky staff in reasonable, professional and non-abusive manner.

4.2           The Client shall be liable to compensate Midway Sky for any expenses incurred by Midway Sky as a result of the Client’s failure to comply with Clause 4.1.

4.3           Without prejudice to any other rights to which Midway Sky 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 Midway Sky as agreed damages, not as a penalty, the full amount of any third party costs to which Midway Sky 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 Midway Sky’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 Midway Sky, shall omit or commit anything which prevents or delays Midway Sky from undertaking or complying with any of its obligations under this Agreement, then Midway Sky shall notify the Client as soon as possible and:

4.4.a        Midway Sky 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        Midway Sky 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 Midway Sky. On receipt of the request for alterations Midway Sky 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 Midway Sky 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 Midway Sky by notice in writing whether or not it wishes the alterations to proceed.

5.4           Where Midway Sky 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 Midway Sky shall perform this Agreement upon the basis of such amended terms.

6. SERVICES

6.1           Midway Sky shall upon receiving payment as agreed between both the client and Midway Sky provide a service for the relevant packages stated below, namely; search engine optimization, social media management, website & CMS website design. Services are subject to the Client providing the relevant content in order to complete service specification. If the client fails to provide Midway Sky with any information for the completion of any of these services then Midway Sky hold the right to void all services with no refunds issued.

6.2           Midway Sky reserve the right to use client’s websites and SEO results as examples and / or case studies. This includes displaying images and screenshots of sites and / or logos across various promotional platforms such as PDF’s, blogs etc. If the client wants to opt out of this they can do so by contacting their account manager at any time.

6.3           The ongoing monthly service can be cancelled at any time, for any reason by the client or Midway Sky by providing 30 days written notice. Unless stated otherwise in the service specification

Payment for ongoing services is to be paid on the 1st of each month. If payment is not received your services will be suspended and you may incur a reconnection fee of £199 + VAT.

 7. REGISTRATION OF DOMAIN NAME

7.1           The client agrees that all domain names carry a minimum of twelve months contractual bond on payment of fees, agreed by both parties.

7.2           The client agrees that all domain names are registered under the property of Midway Sky until all contractual fees have been paid in full. On full payment the ownership of the domains will become the property of the client.

7.3           The client acknowledges that the registration of the domain name will be dependent on the terms and conditions of various naming authorities/registration agents –http://www.nic.uk/ref/terms.html

7.4           The client agrees that Midway Sky will not be held accountable for errors made on the part of the naming authorities/registration agents.

7.5           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.

7.6           The client understands that on completion of the contract, unless otherwise stated; a single, annual, hosting fee of £795 is paid. If this fee, or any other fees are not received by Midway Sky, the client understands that they may have their service suspended until payment has been made in full.

7.7           In the event of the domain name becoming unavailable during the registration and authorisation period, Midway Sky 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.

8. RENEWAL OF DOMAIN REGISTRATION

8.1           Midway Sky assures the client that the best endeavors will be made to renew all domain names automatically after the twelve-month registration period; however the client acknowledges that Midway Sky will not be held accountable for the failure to do so.

8.2           The client agrees that prior to the renewal of any domain names, the annual renewal fee will be made payable to Midway Sky.

8.3a         The client understands that they will be informed about the renewal date a minimum 30 days in advance by writing or by email.

8.3b         The E-Commerce and Website / CMS Service’s will renew domain names automatically unless requested not to by the client no later than 90 days before the renewal date.

8.4           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.

8.5           The client agrees that they are to provide 90 days notice before the cancellation of any domain names. Neglect to provide this notice will result in the continuous process of the domain reregistration and consequent payment to take place.

8.6           The client understands that Midway Sky are not responsible for any materials lost due to clients neglect to pay renewal domain registration.

8.7           As stated in clause 7.7, should the domain become ineffective, Midway Sky shall provide and register a new domain name, with no refunds given.

8.8           Clients may transfer any domain names to a different Internet Service Provider (ISP) if they have provided at least 90 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.

9. WEBSITES / CMS & DESIGN SERVICES PROVIDED BY MIDWAY SKY

9.1           The client understands that their website will be designed based on their choices and instructions completed in discussions with their account manager after sign up. The client understands that all website projects are a prepaid service that requires specific information in order to run the program. Midway Sky use various freely available 3rd party platforms for website development which are then modified to client specific needs. All websites are configured to the latest, stable versions of Internet Explorer, Firefox and Chrome.

9.2           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. Midway Sky 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. Failure by the client to provide such information within an acceptable time frame of 30 days will result in all final balances being due for payment.

9.3           The client understands that they have a maximum of 4 weeks to provide all relevant information requested by Midway Sky to begin building / creating their package. 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. Midway Sky standard 4-8 week period of site creation commences once we have received all of this information.

9.4           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 fulfill the website’s potential.

9.5           The client understands that website layouts or changes of material are not applicable once the website has been designed and / or 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.

9.6           Midway Sky 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. Unless otherwise agreed, the client is responsible for inputting their own content, through the back office system provided. Full training will be available for this.

9.7           On payment of the final balance all intellectual property rights, design and website files become the property of the client, unless otherwise agreed in additional terms and conditions agreed by both parties.

9.8           Any 3rd party software used such as forums or blogs that requires future upgrades will be charged accordingly as and when requested by the client.

9.9           Midway Sky reserve the right to have an accreditation placed on the footer of the website or at least the home page, unless otherwise agreed in additional terms and conditions agreed by

10. SEARCH ENGINE OPTIMISATION (OPTIMIZATION, SEO)

10.1         SEO Definitions: “SEO services” refers to all the actions or services provided by Midway Sky as detailed in the Service Specifications Form.

10.2         Terms including “social media exposure”, “writing product descriptions”, “press release submission”, “manually create Meta tags”, “XML sitemap creation”, “Google Places optimisation”, all refer to SEO service options which may or may not be included in your SEO services package.

10.3         “Fair use policy” refers to Midway Sky’s policy regarding the amount of time you may take advantage of our additional email and telephone support, which is defined by what level of SEO services you receive. These are as follows: Bronze package – up to 30 mins per month, Silver Package – up to 1 hours per month, Gold – up to 2 hours per month. Your SEO Consultant can tell you which package you fall into.

10.4         “Best practice” refers to the generally accepted informally-standardized, best techniques, methods or

processes that have proven to be effective at achieving a given task.

11. SEO

11.1         Your SEO services cannot begin until you have provided written approval via email that you are in agreement to the services that are detailed in you’re ‘Service Specification Form’.

11.2         Any additional SEO services you add to your existing services at a later date, will incur an additional charge.

11.3         Midway Sky do not hold you into a contract, but by agreeing to these terms and conditions you agree you will serve us with a minimum of 30 days’ notice (either in writing, or by a phone call which is then followed up by an email) if you wish to cancel your SEO services at any stage.

11.4         In the unlikely event that you choose to end your contract with Midway Sky it is solely your responsibility to remove any access you have granted Midway Sky to, for example, your ftp details, your back office, Google accounts or services or any other accounts.

11.5         Midway Sky will always recommend key phrases that have the potential to bring you the quickest return on your investment. If you pick key phrases that we do not recommend, we cannot guarantee any timescales or increase in traffic as a result.

11.6         Any SEO work you perform without our recommendations, including link building, changes to your website or anything else that negatively affects your rankings or your conversions will not be deemed the responsibility of Midway Sky.

11.7         Any failure on your part to stay in regular contact with us regarding changes to your site including confirmation and approval of  key phrases or content etc. that affects your SEO services negatively is not the responsibility of Midway Sky.

11.8         Midway Sky will not be held responsible for any illegal activities your website is involved in or promotes, e.g. selling counterfeit goods.

11.9         External influences that affect your site negatively through hosting services, domain registration or any others will not be held as the responsibility of Midway Sky.

11.10       Content created on your behalf by Midway Sky, once you have approved it, is no longer the responsibility of Midway Sky. You accept full responsibility for its accuracy, maintenance and legality.

11.11       Search engines change their algorithms regularly, which can result in fluctuations in your search ranking positions. Midway Sky will not be held responsible for these fluctuations, or if an algorithm update results in dramatic changes to the fortunes of your website and/or its rankings.

11.12       You agree to our ‘Fair Use Policy’ in regards to our ‘additional email and telephone support’.

11.13       See ‘Fair Use Policy’ in section 10.3

11.14       All Google Analytics usage is in line with Google Analytics terms of service.

11.15       All Google Webmasters usage is in line with Google account terms of service.

11.16       Midway Sky will not be held responsible for any loss of data you may experience from Google Analytics.

11.17       For “XML sitemap creation”, Midway Sky will create an automatically updating XML sitemap only if Midway Sky built the website. If we did not create the website, we will create a static XML sitemap and upload it to Google Webmaster Tools.

11.18       It is the clients responsibility to create a Google account and provide unrestricted access to it for Midway Sky to set up Google Analytics and Google Webmaster tools.

11.19       For “manually create Meta tags”, we will allocate time every month, taken from your SEO services as detailed in your SEO specification form.

11.20       For “press release submission”, you agree to approve each press release in advance before they are submitted. Failure to submit press releases as a result of clients not approving press releases in a timely manner is not the responsibility of Midway Sky.

11.21       For “social media exposure”, it is your responsibility to create social networking accounts for Facebook, Twitter, LinkedIn and any other social networks Midway Sky recommends and to provide access to these accounts for Midway Sky where ‘social media exposure’ is included in your SEO services.

11.22       For “writing product descriptions”, Midway Sky will allocate time every month, taken from your Service Specification form.

11.23       One off Consultations – Midway Sky will endeavor to provide you with the services agreed upon which is stated in the service specification part of this document. Consultations help provide information to Midway Sky Ltd for company Blue Print documentation. The consultation will provide high level understanding of Key SEO related technical elements before presenting the lower level bespoke SEO Blue Print.

12. HOSTING & MAINTENANCE

12.1         The active hosting period, starts on the Go-Live date, unless otherwise specified, and ends 12-months after. Hosting will automatically renew after this period, unless written confirmation of your request to cancel is received, no later than 30-days before the end of your 12-month active hosting period.

12.2         Maintenance refers to website & server-side monitoring, and core WP file updates. Changes to the site structure, content or client installed plugins, will be charged for accordingly.

13. WARRANTY

13.1         Midway Sky 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

14.1         The Client shall indemnify Midway Sky against all claims, costs and expenses which Midway Sky 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 Midway Sky alleging that any services provided by Midway Sky 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 Midway Sky 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 Midway Sky 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 Midway Sky’s liability for death or personal injury resulting from Midway Sky’s negligence or that of its employees, agents or subcontractors.

16. TERMINATION

Either party may terminate this Agreement forthwith by notice in writing to the other if:

16.1         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;

16.2         The other party commits a material breach of this Agreement which cannot be remedied under any circumstances;

16.3         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;

16.4         The other party ceases to carry on its business or substantially the whole of its business; or

16.5         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.

17. 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.

18. 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.

19. INDEPENDENT CONTRACTORS

Midway Sky 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. Midway Sky 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 Midway Sky of it’s obligations under this Agreement.

20. 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 Midway Sky.

21. SEVERABILITY

If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

22. WAIVER

Waiver of any provision herein shall not be deemed a waiver of any other provision herein, nor shall waiver of any breach of this Agreement be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.

23. 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.

 24. 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.

25. NO THIRD PARTIES

Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.

26. TERMS OF TELEPHONE SERVICE

26.1         Midway Sky 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 customer@midwaysky.co.uk. If during the customer relations call the client is abusive, Midway Sky 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.

27. SUSPENSION AND CANCELLATION OF SERVICES

27.1         Midway Sky hold the rights to cancel and suspend any services to the client if they are 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 Midway Sky to provide a full service. If the client fails to provide the relevant content to their package(s) after 4 weeks from sign up date, or neglects to maintain regular correspondence again up to 4 weeks, we reserve the right to suspend any services the client has with Midway Sky. If the client wishes to resume services on their account they may be liable to pay £199.

27.2         Any refunds due on cancellation of services as agreed with Midway Sky will be paid within 90 days of confirmation of cancellation.

INCORPORATION OF THIS SLA

This SLA forms part of the Contract between you and us. Expressions used in this SLA have the meanings used in our Standard T&Cs.  This SLA covers each of Midway Sky applications and the relevant section(s) apply to the Contract to the extent you have subscribed to the applicable Service (this will be recorded on the Service Form).

SERVICE LEVEL ONE

We will use all reasonable commercial efforts to install the Service by the Go-Live date recorded on the Service Form.  We quote Go-Live Dates based on information you provide to us when you sign the Service Form and on our experience of similar past implementations.  If this information turns out to be incomplete or inaccurate or if you request a change to the specification of a Service we may have to issue you with a revised Go-Live Date.

SERVICE LEVEL TWO – Service Availability

We will use all reasonable commercial efforts to provide the Service in accordance with this SLA but cannot guarantee that:

  • Service will be continuous throughout the Contract Period, since the quality and availability of the Services does rely in part upon services and infrastructure provided by third parties (over whom we have limited control).
  • We will always be able to meet our restoration target where the fault results from circumstances outside our reasonable control.
  • Recommended plugins are completely free of minor bugs and errors or will be completely compatible with your CMS (version) with which they interface, or the browser or other technology that you use to access Midway Sky application Services.

SERVICE LEVEL THREE – Service Restoration

We are committed to fixing faults as quickly as we reasonably can.  We rely on you to promptly report any faults to us to help us meet our Service Levels; please report faults by telephoning us on +44 (0) 3300 200 499 (or by e-mail to support@midwaysky.co.uk).  Details of fault reporting response and service restoration target times are shown in relation to each Service in the applicable table below.  Please note that restoration and fix times cannot always be guaranteed for the reasons described in Service Level 2 and are charged at our standard hourly rate @ £75.00.

We need you to give us the following information so that we can meet our obligations to investigate and resolve faults under this SLA:

  • Details of the Midway Sky application Service(s) that is/are faulty.
  • The Campaign(s) and Channel(s) that is/are faulty.
  • Detailed information about the fault.
  • How long the fault has been in existence and how long the Service has been affected.
  • Details of any local tests you have carried out to try to establish the source of the fault.

Midway Sky application Services

Service Period Period of Cover Hours of Cover (GMT) Ticket / Service Restoration Target
Peak Hours Monday to Friday 08:30 until 17.00 Fault Ticket 30mins

Restoration 24hrs

Off Peak Hours 17:00 until 08:30 Fault Ticket 120mins

Restoration 36hrs

Weekend Hours Saturday to Sunday 00:00 until 23:59 Fault Ticket 120mins

Restoration 48hrs

LIMITS ON OUR OBLIGATIONS IN THIS SLA

For the purposes of calculating whether we have restored Services in accordance with this SLA a period of unavailability will commence at the time a Fault is first reported to Midway Sky by your representative.  The period of unavailability ends when our systems log that restoration is complete. We will advise you promptly when we restore service or giving you any reason that may lead to restoration being delayed (e.g. problems with third party carriers or data providers).

We will not be in breach of this SLA if we cannot restore Services in accordance with the applicable target because:

  • You fail to report a fault.
  • You fail to give full details of the fault as requested in Service Level Three.
  • We modify the Services at your request and an unforeseen error results in a fault that we cannot trace within the target restoration times.
  • We have suspended provision of the Services in the circumstances allowed for in the Standard T&Cs.
  • The fault results from a failure in your systems or those provided to you directly by any other service provider and you fail to allow us such access as we reasonably require in order to trace the fault.