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These are the terms and conditions of business of MPSWORKS Ltd (Reg. No. 09012800) trading as HUB (“the Company”).
By clicking through these terms, or signing / agreeing / paying the Order (“Fee Estimate”) / Invoice to which they are attached, you are entering into an agreement (“the Contract”) with HUB to provide Services to you.
The Agreement sets forth the exclusive terms and conditions between the Parties and supersedes all previous proposals, agreements, negotiations, and other written or oral communications between the Parties with respect to the Services provided hereunder.
1. The Company, comprised of the aforesaid companies, is a full-service digital agency offering web design and development, brand experience design, enterprise infrastructure services, application development, content, technology, marketing and support services and shall sell these Services in accordance with Fees Estimates submitted to the Client subject to these Terms and Conditions (“the Contract”).
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2. No changes to the Contract shall be binding unless agreed by the Company in writing.
3. Only a Director of the Company is authorised to bind the Company in any way.
4. A Fee Estimate that has been accepted by the Client may only be cancelled by the Client in writing, and only on terms that the Client shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company for work completed to date.
4.1 A Fee Estimate may be issued as a digital document, an email or any form of digital messaging.
4.2 Upon verbal or written acceptance of the Fee Estimate, the Contract between HUB and the client becomes binding and subject to these Terms and Conditions of Business.
4.3 Additional written Contracts of Work may be issued to accompany these General Terms of Business.
5. The Company’s Fee Estimates are based on prevailing hourly rates and do not include travel, deliveries and out-of-pocket expenses, which will be charged as extra at net cost.
6. Any additional work not included in the Company’s Fees Estimates will be separately charged based on the prevailing hourly rates of the personnel required to complete the work. Any studio materials used by the Company will be charged as extra and subject to an administration fee of 20%.
7. Should any suppliers (developers, illustrators, copywriters, printers, copyright lawyers etc.) be engaged by the Company for and on behalf of the Client, the Company will, in addition to the costs incurred in respect of that engagement, charge an administrative fee of 20% as and by way of handling charges, unless the Client makes direct billing arrangements in advance with these suppliers.
8. All prices are exclusive of any applicable value added tax which the Client shall be additionally liable to pay, together with all taxes, duties and other government charges payable in respect of the Services.
9. Fees will be invoiced and payable in accordance with the Schedule set out in the Fee Estimate or, in the absence of a specified Schedule, 50% of the Estimated Fees will be invoiced in advance for immediate payment on receipt. All deposit invoices for Estimated Fees are non-refundable. Thereafter the Company will issue invoices monthly, or at the end of each stage of the Services, which are payable strictly within 30 days of the date of invoice. All recurring ‘retained’ or support services are payable 30 days in advance and are subject to a minimum cancellation or notice period of 30 days.
Managed hosting fees and cancellation are subject to the following provisions:
9.1 all shared hosting agreements whereby the Client has a website/s or application/s hosted on a shared web server will be subject to a minimum of 30 days cancellation, served in writing to [email protected]
9.2 all dedicated hosting agreements whereby the Client has a website/s or application/s hosted on a web server dedicated wholely to their usage, will be subject to a minimum of 90 days cancellation, served in writing to [email protected]
9.3 all shared and dedicated hosting agreements are provided in partnership with Amazon Web Services and WP Engine.
9.4 ‘unmetered’ bandwidth means that bandwidth on a shared or dedicated virtual hosting account is not measured. This does not preclude the use of spot checks on bandwidth usage at any time within the hosting agreement. Unmetered bandwidth is governed by our fair use policy as defined in point 9.5.
9.5. ‘fair usage’ governs our fair use policy. Fair usage implies that any single virtual host operating on HUB hosting infrastructure, unmetered or metered, will not use considerable amounts of ingress or egress bandwidth to such an extent that it limits or detracts from other users on the infrastructure in terms of transfer speeds, download volumes or other related metrics. Considerable amounts of bandwidth is defined as above and beyond 50Gb of transfer in any one calendar month.
10. If the Client fails to make payment by the due date, or a formal payment dispute is lodged, then the Company shall be entitled to:
10.1 cancel the Contract or suspend any further services to the Client, including managed hosting and support;
10.2 appropriate any payment made by the Client to such of the services as the Company may think fit;
10.3 charge the Client interest (both before and after judgment) on the amount unpaid at the rate of five percent per annum above the Base Lending rate from time to time until payment in full is made (a part of the month being treated as a full month for the purpose of calculating interest.
11. The Company shall not be liable to the Client or be in breach of the Contract by reason of any delay, or failure in performing any of the Company’s obligations in relation to the services, if this was due to any cause beyond the Company’s reasonable control.
12. The Company shall not be liable to the Client or be in breach of the Contract by reason of search engine ranking performance of related domains, specifically decline or otherwise, or failure in performing any of the Company’s obligations in relation to the services, if this was due to any cause beyond the Company’s reasonable control.
13. The ownership of and sole rights in the Copyright of Designs and developmental source code shall be vested in the Company; these will pass over to the Client once an agreement has been entered into between the Company and the Client, and only after all invoices issued for agreed services have been paid in full.
Copyright for other original art (e.g. illustration, photography) will remain that of the originating artist (MPSWORKS Ltd trading as HUB unless otherwise specified) unless buyout arrangements are made with the artist at the time of commission.
Quite often we will create content for our clients that we retain the copyright and licensing to. The client pays for the time required to create these images, and for sole distribution in the channel that they have requested to create the content for e.g. a nominated website, or for web usage overall.
If an additional distribution medium or channel is required e.g. print content, book, magazine, permission should be requested from us, and an additional fee may be required depending on the nature of the release.
14. The Company reserves the right to use any/all design work for its own promotional purposes.
15. The Contract shall be governed by the laws of England and the Client agrees to submit to the non-exclusive jurisdiction of the English Courts.
16. All web and application development carries with it a 12-month fault-fixing warranty where all faults deemed as such will be fixed at no charge to the Client. After the 12 month period, or following changes to the application by the Client or a 3rd party, the warranty will be deemed invalid. In the case where browser, framework or operating system cause a fault or change, the fault will not be considered a bug.