Terms and Conditions
1.1. In these Terms:
“Buyer”, “You” means the person, firm, or company named in the Order or whose order for the Services is accepted by MatDom Web Design Ltd (“MatDom”);
“Buyer Material” means any documents, designs, drawings, specifications, details, picture, or any other record of information in any form provided by the Buyer to MatDom in connection with the Services;
“Contract” means the contract for the sale and purchase of the Services;
“MatDom” means MatDom Web Design Ltd (registered number 11710884) whose registered office is at 5 Hawthorn Gardens, Whitley Bay, North Tyneside, NE26 3PQ;
“IPR” include but are not limited to copyrights, patents, utility models, trademarks, service marks, design rights (whether registered or unregistered), database rights, and proprietary information rights;
“Licence” means the licence to use the IPR granted pursuant to clause 5.2;
“Order” means MatDom's sale order to which these Terms are annexed;
“Services” means the services (or any part thereof) which MatDom is to supply in accordance with these Terms;
“Terms” means the standard terms of sale set out in this document and (unless the context otherwise requires) includes any special terms agreed in Writing between the Buyer and MatDom;
“Writing” and any similar expression, includes electronic mail, facsimile transmission, and comparable means of communication.
Basis of the Sale
2.1. MatDom shall sell and the Buyer shall purchase the Services, in accordance with the Order, subject to these Terms, which shall govern the Contract to the exclusion of any other terms subject to which any such order is made or purported to be made, by the Buyer. No terms or conditions endorsed upon, annexed to, or enclosed with any enquiry, purchase order, or other document submitted by the Buyer shall govern the Contract.
2.2. No variation or addition to any of the terms of a Contract and/or these Terms shall be binding unless agreed in Writing between the authorised representatives of the Buyer and MatDom. Such variations or additions shall only apply to the particular Contract concerned unless otherwise agreed in Writing.
2.3. MatDom's employees or agents are not authorised to make any representations concerning the Services unless confirmed by MatDom in Writing. In entering into the Contract, the Buyer acknowledges that it does not rely on any such representations which are not so confirmed, but nothing in these Terms affects the liability of either party for fraudulent misrepresentation.
2.4. Any advice or recommendation given by MatDom or its employees or agents to the Buyer or its employees or agents as to the application or use of the Services which is not confirmed in Writing by MatDom is followed or acted upon entirely at the Buyer's own risk, and accordingly MatDom shall not be liable for any such advice or recommendation which is not so confirmed.
2.5. Any typographical, clerical, or other error or omission in any sales literature, quotation, price list, acceptance of order, invoice, or other document or information issued by MatDom shall be subject to correction without any liability on the part of MatDom.
2.6. From time to time, MatDom may use third-party suppliers.
Orders and Specifications
3.1. No offer or quotation submitted by MatDom shall bind MatDom, and such offers or quotations shall serve only as invitations for the Buyer to place an order.
3.2. No order submitted by the Buyer shall be deemed to be accepted by MatDom unless and until confirmed in Writing by MatDom's authorised representative.
3.3. The Buyer warrants:
3.3.1. The accuracy and suitability of all Buyer Material, instruction, or advice submitted by the Buyer or by any third party on behalf of the Buyer in relation to the Services at any time;
3.3.2. That it shall at its own expense give MatDom any necessary Buyer Material within a sufficient time to enable MatDom to perform the Contract in accordance with its terms.
3.4. The Buyer shall indemnify MatDom against any loss, costs, damages, charges, and expenses incurred by MatDom as a result of the inaccuracy of the Buyer Material, instructions, or advice, or failure to supply the same within a sufficient time to enable MatDom to perform the Contract in accordance with its terms.
3.5. The quantity, quality, performance criteria, and/or any other description of Services and any specification for them shall be set out in the Order. Unless otherwise agreed in Writing by MatDom, all specifications and particulars of the Service submitted by MatDom are approximate only and statements in relation to the same, designs, illustrations, or other descriptive matter, whether contained in MatDom's website, catalogues, price lists, or otherwise, shall be regarded as descriptions only and not binding as to detail.
3.6. No order which has been accepted by MatDom may be cancelled or varied by the Buyer except with the agreement in Writing of MatDom and on terms that the Buyer shall indemnify MatDom 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 MatDom as a result of cancellation or variation.
4. Price of Services
4.1. The price of Services shall be as provided for in the Order. All prices quoted are valid for 30 days only, after which time they may be altered by MatDom without giving notice to the Buyer.
4.2. MatDom reserves the right, by giving Written notice to the Buyer at any time before delivery, to increase the price of the Services to reflect any increase in the cost to MatDom which is due to any factor beyond the control of MatDom, including but without limitation:
4.2.1. Significant increases in the costs of labour, materials, or other costs of design and/or manufacture;
4.2.2. Any change in delivery dates, designs, quantities, or specifications for Service requested by the Buyer;
4.2.3. Any delay caused by any instructions of the Buyer or failure of the Buyer to give MatDom adequate information or instructions;
4.2.4. Unexpected or unforeseen complications arising;
4.2.5. The inaccuracy of any Buyer Material, or any other cause attributable to the Buyer.
4.3. The price is exclusive of any applicable value-added tax, which the Buyer shall be additionally liable to pay to MatDom at the prevailing rate from time to time.
4.4. In the event that an Order cannot reasonably be executed by MatDom due to any factor beyond the control of MatDom and/or circumstances unknown to MatDom, MatDom shall be entitled to alter the order in such manner as to enable the execution thereof, and the Buyer shall be liable to MatDom for any additional costs or expenses incurred.
4.5. All payments for Services are non-refundable if the Service has been undertaken.
5. Licence and Intellectual Property Rights
5.1. The IPR in all designs, drawings, reports, specifications, and all other documents prepared by MatDom in any way relating to the Services shall remain vested in MatDom.
5.2. In consideration of the payment by the Buyer of the price in accordance with the provisions of clause 6 below, MatDom grants the Buyer a perpetual non-exclusive and non-transferable licence to use and reproduce the IPR in all designs, drawings, reports, and other documents prepared by MatDom in any way relating to the Services for any purpose whatsoever excluding imagery (see 5.7).
5.3. Subject to the provisions of clause 5.2, the Contract shall not operate to grant or transfer to the Buyer any IPR in the Services.
5.4. The Buyer warrants that any Buyer Material and its use by MatDom for the purposes of providing the Service will not infringe the IPR or other rights of any third party, and the Buyer shall indemnify MatDom against all losses, damages, legal fees, costs, expenses, or other claims arising from any such infringement.
5.5. Subject to the provisions of clause 5.4, in the event of any claim or action against MatDom on grounds that the Services infringe the IPR of any person, firm, or company, MatDom may if necessary replace or modify the Service concerned or cancel the Contract or part of the Contract without liability.
5.6. The Buyer shall promptly notify MatDom of any claim or action by a third party concerning infringement of IPR in relation to the Services. In the event of such claim or action, MatDom shall subject to the provisions of clause 5.4 be entitled to dispute such claim, defend such action, take legal action against that third party, or agree to an out-of-court settlement with that third party and shall be entitled to exercise such powers on behalf of the Buyer.
5.7. Should MatDom supply a digital copy of its design, the Buyer is not permitted to use imagery supplied within the file for any other use whatsoever other than within the file it is supplied unless agreed in writing and paid for accordingly. This constitutes a change of use and will be charged to the Buyer accordingly. For example, if a brochure, website, or any other design is supplied digitally, the imagery contained within that digital file must not be extracted and used for any other purpose unless that image has been supplied to MatDom by the Buyer.
5.8. All copyrights belong to MatDom until the Services have been paid for in full. Any attempt to use material created by MatDom without full payment is an infringement of this copyright.
6. Terms of Payment
6.1. Subject to any special terms agreed in Writing between the Buyer and MatDom, MatDom may invoice the Buyer for the price of the Services on an interim monthly basis or at any time after performance of the Services.
6.2. The Buyer shall pay the price of the Services (without any reduction, deduction, or setoff) in pounds sterling (GBP) 30 days following the date of MatDom's invoice unless otherwise agreed between MatDom and the Buyer. MatDom shall be entitled to recover the price, notwithstanding that delivery or performance may not have taken place and the property in the Services has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract and the Buyer shall in no event be entitled to suspend any obligation of payment to MatDom. Receipts for payment will be issued only upon request.
6.3. If at any time MatDom should have reasonable cause to doubt the Buyer's creditworthiness, MatDom may, either before or during its performance of the Contract, require the Buyer to make payment in advance of the whole or part of the price of the Services.
6.4. If the Buyer fails to make any payment on the due date then, without limiting any other right or remedy available to MatDom, MatDom may:
6.4.1. Cancel the contract or suspend any further performance of Services to the Buyer;
6.4.2. Appropriate any payment made by the Buyer to such of the Services or any sums payable as MatDom may think fit;
6.4.3. Charge the Buyer interest on the amount unpaid, at the standard rate;
6.4.4. Charge the Buyer for the reimbursement of all legal or debt collection costs incurred by MatDom in and out of Court, such reimbursement to be on a full indemnity basis.
6.5. All Hosting and Domain Services must be paid for in advance. The Buyer will be automatically charged again before the anniversary date of the Hosting and Domain contract term unless the Buyer has cancelled the Hosting and Domain Services in accordance with MatDom's cancellation procedure.
6.6. MatDom reserves the right to change the Prices and/or nature of its Hosting and Domain Services by giving the Buyer notice of those changes. The Buyer will be charged the new Price when the Service is automatically renewed at the end of the current term.
6.7. MatDom reserves the right to suspend Hosting and Domain Services until payment is received in full and all outstanding debt is cleared.
6.8. If the Buyer fails to pay all Prices due, MatDom reserves the right to interrupt, suspend, or cancel the Website, Hosting, and Domain Services without notice. Such interruption, suspension, or cancellation does not relieve the Buyer from paying all Prices which are overdue and payable to MatDom.
7. Delivery
7.1. The Buyer shall be responsible for ensuring that there will be no obstacle on its part that would prevent any agreed deadline from being met.
7.2. Any dates quoted for performance of Services are approximate only. MatDom shall not be liable for any delay in performance of the Services caused by factors beyond MatDom's control. Time for delivery shall not be of the essence unless previously agreed by MatDom in Writing.
7.3. If MatDom fails to perform the Services for any reason other than any cause beyond MatDom's reasonable control or the Buyer's fault, MatDom's liability shall be limited to the excess (if any) of the cost to the Buyer of similar Services to replace those not performed.
8. Website, Domain, and Hosting Services
8.1. All Domain renewal and Hosting Services are provided for a 12-month term, unless otherwise stated. The contract will automatically renew on its anniversary date and continue for successive further 12-month periods unless terminated in accordance with MatDom's Terms & Conditions, Clause 8.3.
8.2. All Domain renewal and Hosting Services require payment in advance. The Contract will automatically renew on its anniversary date and continue for successive further 12-month periods only if payment is made in advance of the anniversary date.
8.3. The Buyer must provide written notice of cancellation at least six weeks before the anniversary date of the Contract; otherwise, the Services will automatically renew for a further 12-month period, and the Buyer will be liable for the full contract cost.
8.4. If the Buyer chooses to terminate the Services after the six-week notice period, the Buyer will still be required to pay the Prices for the remaining period of the then-current term of the Contract and for the renewal period.
8.5. MatDom reserves the right to cancel and/or suspend Websites, Hosting, or Domain Services at any time without notice if the Buyer breaches our Terms of Business and/or fails to make payment by the anniversary date.
8.6. The Buyer agrees that any notices or communications required or permitted to be delivered under this Agreement by MatDom shall be deemed given according to the contact information the Buyer has provided to MatDom.
8.7. MatDom reserves the right to move the Buyer's data to a different server without notice.
8.8. To provide optimal performance, MatDom may perform routine maintenance on its servers. This often requires taking the servers offline, typically during off-peak hours. MatDom may require suspension of some Services for short periods to carry out maintenance or repair, and will notify the Buyer of such activities whenever possible.
8.9. It is the mailbox owner's responsibility to keep his/her password confidential and to change the password regularly. MatDom is not responsible for any data losses or security issues due to stolen passwords.
8.10. The Buyer is responsible for backing up their data. MatDom does not guarantee to replace lost data, including loss resulting from delays, non-deliveries, wrong deliveries, or any service interruptions.
8.11. MatDom makes no warranties or representations that any Service will be uninterrupted or error-free. The Buyer accepts all Services provided “as is” without warranty of any kind.
9. Warranties and Liability
9.1. Subject to the following provisions, MatDom warrants that the Services will correspond with their specification at the time of delivery and for a period of 12 months from delivery, and that the Services will be performed with reasonable skill and care.
9.2. The above warranty is given by MatDom subject to the following conditions:
9.2.1. MatDom shall be under no liability for any loss, damage, costs, expenses, or other claims arising from:
(a) Defects in the Services due to incomplete, inaccurate, or illegible Buyer Material;
(b) Defects arising from wilful damage, negligence, or misuse by the Buyer;
(c) Failure to pay the total price for the Services by the due date;
(d) Errors or omissions in Services where the Buyer has been given an opportunity to proofread;
(e) Defects in materials not manufactured by MatDom, for which the Buyer is only entitled to the benefit of any warranty given by the manufacturer.
9.3. The Buyer is solely responsible for determining the suitability of the Services for their purpose.
9.4. MatDom shall not be liable for any delay or failure to perform caused by factors beyond its reasonable control, including acts of God, war, civil disturbance, strikes, or other industrial actions.
9.5. Limitation of Liability: In the event that MatDom is liable for a breach of contract, its liability shall not exceed the amount recovered by MatDom from its insurers in connection with the breach. MatDom will not be liable for indirect, special, or consequential loss, or loss of profit.
9.6. All other warranties, whether implied by law or common practice, are excluded.
9.7. MatDom shall not be liable for any business interruption or loss of profit caused by the suspension of Website, Hosting, and Domain services due to payment issues.
9.8. MatDom shall not be liable for any interruption to Services arising from circumstances beyond its control, including failures in third-party services, network maintenance, or Buyer actions.
10. General
10.1. MatDom reserves the right to assign or subcontract any rights or obligations under the Contract. The Buyer may not assign its rights without the prior written consent of MatDom.
10.2. Any notice required or permitted to be given under these Terms shall be in Writing and addressed to the other party's registered office or principal place of business.
10.3. No waiver by MatDom of any breach of contract by the Buyer shall be considered a waiver of any subsequent breach.
10.4. If any provision of the Contract is held by a court to be invalid or unenforceable, the validity of the remaining provisions shall not be affected.
10.5. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Contract.
10.6. The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the exclusive jurisdiction of the English courts.
10.7. MatDom reserves the right to use any part of the services produced for its own promotional and marketing purposes.