www.mortonis.co.uk (the “Website”) is owned and operated by Morton Internet Solutions which is the trading style of Reid Business Consulting Ltd company no 10790818 regd address 1623 Warwick Rd, Knowle, Solihull, B93 9LS.
The terms “Morton Internet Solutions”, “Morton IS”, “MIS”, “we”, “our”, “us” when used in these terms and conditions (“Terms”) means Morton Internet Solutions. The terms “you”, “your” and “yours” when used in these Terms means you as a user of the Website.
1. USE OF THE WEBSITE
1.1 Please read the Terms carefully before using the Website. The Terms form the agreement between you and us and govern your use of the Website.
1.2 By using the Website and/or by registering with us or purchasing from us, you signify your agreement to be bound by the Terms. Please note that certain parts of the Website and some of the services provided by us (e.g. access to some archive material) (the “Registered Services”), will only be available to registered users (“Registered Users”) or to those who have made a purchase from us (“Subscribers”). Please note that all Terms shall apply to all users of the Website, except for clauses 6 and 7 which shall apply in addition to Registered Users only. If you do not agree to accept the Terms, you should not use the Website or register to use any of the services available through the Website.
1.3 We reserve the right to change these Terms at any time and you are advised to review the Terms regularly to ensure that you are aware of any changes. Your continued use of the Website after such changes are posted will be deemed agreement on your part to these Terms, as amended.
1.4 Morton Internet Solutions is concerned about the safety and privacy of all our users. Please remember that our Website is designed to appeal to a broad audience. Accordingly, it is your responsibility to determine whether any use of the Website and/or the Registered Services are appropriate for the intended audience.
2. INTELLECTUAL PROPERTY RIGHTS
2.1 Copyright and all intellectual property rights in the content of the Website are either owned by or are licensed to Morton Internet Solutions and are protected by such rights including, without limitation, by copyright and under trade mark laws. Except as specifically provided in Clause 2.3, no part of this Website may be copied, reproduced, republished, uploaded, posted, transmitted or distributed, in any form, and/or for any other purpose. Use of the Website content for any other purposes other than as allowed in these Terms and any modification, alteration or adaptation of the content is an infringement of intellectual property rights of Morton Internet Solutions and may infringe the rights of third parties.
2.2 No part of the Website may be reproduced on or stored in any other website or networked computer environment or included in any public or private electronic retrieval system or service without Morton Internet Solutions’s prior written permission.
2.3 Where indicated, materials on the Website may be printed in hard copy or a single copy downloaded to a single personal computer, classroom computers or computers in an [Information and Communications Technology] suite to display or run online resources on your interactive whiteboard or projector but in each case subject to the following conditions:
2.3.1 such copy is used only for non-commercial personal or non-commercial educational purposes (including use as teaching aides);
2.3.2 such copy may not be modified, altered or adapted in any way, for example, but without limitation, graphics may not be used separately from the corresponding text; and
2.3.3 you must keep intact all copyright and other proprietary notices on any copies made by you.
In order to request permission to reprint any material from the Website (outside of use in accordance with this Clause 2.3), please write to:
Mark Reid, c/o Reid Business Consulting Ltd
1623 Warwick Rd
2.4 In the event that you download software from the Website, the software (including any files, images incorporated in or generated by the software or any data accompanying the software) (together the “Software”) are licensed to you by Morton Internet Solutions solely for the purposes set out at Clause 2.3.1. You may not redistribute, sell, decompile, reverse-engineer or disassemble the Software and must comply with the conditions of use set out in these Terms or notified to you in connection with such Software or on any relevant part of this Website. Software downloaded from this Website is subject to UK export controls. No Software may be downloaded or otherwise exported or re-exported into any country to which the UK has embargoed goods. By downloading or using the Software, you represent and warrant that you are not located in, or under the control of, or a national resident of any country or on any such list.
2.5 The Morton Internet Solutions logo shown on the Website is owned by us, Morton Internet Solutions. No rights are granted to use any logos which appear on this Website other than as expressly set out in Clause 2.3 above. For the avoidance of doubt, you may not use any meta tags or any other hidden text utilising Morton Internet Solutions’s logo without our prior written permission.
2.6 Under no circumstances shall the use of this Website or the Software grant to any user any interest in the content of the Website, the Software or in any intellectual property rights of Morton Internet Solutions.
3. ACCESS TO THE WEBSITE
3.1 You are responsible for making all arrangements necessary for you to have access to our Website.
3.2 Access to the Website is permitted on a temporary basis. We reserve the right to terminate your access to the Website or any part of it or to withdraw any of our services at any time, without notice, for any reason (including without limitation any breach of these Terms). From time to time, we may restrict access to some parts of our Website, or to our entire Website and/or to users who have registered with us. For example the Registered Services are designed primarily for [individuals working within the educational sector]. Morton Internet Solutions may withhold or withdraw the Registered Services at any time including if, in Morton Internet Solutions’s reasonable opinion, [you as a user do not work in the educational sector] or in accordance with Clause 6.5.
3.3 While Morton Internet Solutions endeavours to ensure that the Website is normally available 24 hours a day, Morton Internet Solutions shall not be liable if for any reason the Website is unavailable at any time or for any period.
3.4 Upon termination of our licence for you to use the Website, you must destroy all materials obtained from Morton Internet Solutions and all copies thereof, whether in print or downloaded onto a computer.
4. USER CONTRIBUTIONS
4.2 By submitting any User Material, you:
4.2.1 warrant that such User Material is your own original work and that you have the right to make it available to us for all the purposes specified above and that you have the right to grant the licences set out in Clause 4.1; and
4.2.2 agree to waive any moral rights in your User Material.
4.3 Under no circumstances should you submit any User Material which is defamatory, abusive, obscene, inflammatory, of a racist, sexist or other discriminatory nature, in breach of confidence or privacy or which is otherwise unlawful or offensive, or which in our opinion could cause offence to any person or damage the reputation of Morton Internet Solutions. You must not use any abusive or aggressive language, swear, threaten, harass or abuse any other person, including other users.
4.4 Any User Material submitted to us is submitted on the basis that we may review and edit such User Material prior to publication however we shall not be obliged to do so. We reserve the right to remove any User Material or part thereof published on the Website at any time and for any reason at our absolute discretion without notification to you.
4.5 Morton Internet Solutions shall fully co-operate with any law enforcement authorities or court order requesting or directing Morton Internet Solutions to disclose the identity or locate anyone posting any material which is in breach of these Terms or is unlawful.
5. USER CONDUCT
5.1 You agree not to:
5.1.3 use or attempt to use another’s registered account or details without authorisation from Morton Internet Solutions;
5.1.4 create or use a false identity on the Website;
5.1.5 attempt to probe, scan or test the vulnerability of the Website or any Morton Internet Solutions system or network or breach or impair or circumvent any security or authentication measures protecting the Website;
5.1.6 use the Website in any unlawful manner or in any manner which could damage, impair, disable or overburden the Website or disobey any requirements, procedures, policies or regulations of networks connected to the Website;
5.1.7 violate any applicable national or international laws or regulations in connection with your use of the Website or related activities;
5.1.8 use the Website in any manner not permitted by these Terms; or
5.1.9 encourage or instruct any other person to do any of the foregoing.
5.2 If you become aware of misuse of the Website by any person or any breach of these Terms, please contact Morton Internet Solutions by writing to the registered office or by email to firstname.lastname@example.org.
6.1 The Registered Services are intended for users aged 16 years or over. Any registration by anyone under 16 years of age shall be unauthorised, unlicensed and in violation of these Terms. By registering for the Registered Services, you warrant that you are 16 years of age or older. Morton Internet Solutions reserves the right to terminate your registration without warning if it believes that you are under 16 years of age and have registered without parental permission. Any use or access to the Registered Services and/or Website by anyone under 16 years of age must be by permission of, and under the supervision of, a responsible parent, adult or guardian and that same responsible parent, adult or guardian must be a registered user of Morton Internet Solutions.
6.2 In consideration of your access to and use of the Registered Services, you agree to:
6.2.1 provide true, accurate, current and complete information about yourself;
6.2.2 maintain and promptly update your registration data to keep it true, accurate, current and complete;
6.2.3 keep any username or password issued to you strictly confidential and ensure that it cannot be used by anyone else to gain access to areas restricted to Registered Users;
6.2.4 be fully responsible for all use of your registration details and for any actions that take place using your registration;
6.2.5 immediately notify Morton Internet Solutions by e-mail at email@example.com if you have reason to believe that your email and any password have become known to anyone else, or are being used in an unauthorised manner.
6.3 If at any time your registration details change (e.g. if you move house or have a new email address) contact us at firstname.lastname@example.org.
6.4 If Morton Internet Solutions has reasonable grounds to suspect that any registration information is untrue, inaccurate, not current or incomplete, Morton Internet Solutions has the right to suspend or terminate your registration, access to and use of the Registered Services. Failure to comply with these Terms in full may result in us withdrawing permission to use the Website.
7 MISUSE OF THE WEBSITE
7.1 You must not, nor must you allow any other person, to alter, add to, delete, remove or tamper with this Website or any part of it or indirectly disrupt or interfere (or attempt to disrupt or interfere) with or alter this Website. You must not misuse our Website by knowingly introducing viruses, Trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Website, the server on which our Website is stored or any server, computer or database connected to our Website. You must not attack our Website including without limitation via a denial-of-service attack or a distributed denial-of service attack.
7.2 By breaching clause 8.1, you could commit a criminal offence under the Computer Misuse Act 1990. We may report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to access and use our Website will cease immediately.
7.3 We will not be liable for any loss or damage caused by a denial-of-service attack, distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Website or to your downloading any material posted on it, or accessing and/or using any website linked to the Website. We recommend that you take measures to protect the security of your computer including installing anti-virus software on to your computer.
8. INFORMATION ON THE WEBSITE
8.1 Any material posted on our Website is provided on an “as is” basis. It is not intended to amount to advice. We shall have no liability to you or anyone who may be informed of the contents of our Website in the event any party places reliance on any content or other materials on or available via our Website.
8.2 Whilst we reserve the right to change the content of the Website at any time (including amending or withdrawing the Registered Services), material on the Website may be out of date from time to time and we are under no obligation to update such material.
8.3 We make no representation that material on the Website is appropriate for or available for use outside the UK. If you access the Website from outside the UK, you are solely responsible for compliance with any applicable local law.
9.1 This Website contains links to other websites which we consider may be of interest or helpful to you. These links are provided for your convenience only and Morton Internet Solutions has no control over nor is in any way responsible for the content or availability of such websites. Morton Internet Solutions therefore does not endorse or make any representations about them, or any material found thereon, or any results that may be obtained from using them. If you decide to access any of the third party websites linked to the Website, you do so entirely at your own risk.
9.2 You may not link to this Website from any other website without our express written authorisation. Permission for such linking may be requested by sending your name, address, website URL and details of the nature of the website to email@example.com .
10.1 Morton Internet Solutions shall not be liable to you in respect of any goods or services that are advertised or promoted on the Website by any other suppliers and you should make your own inquiries to ensure that the goods and services offered by those suppliers are suitable for your purposes, are (as the case may be) of satisfactory quality or provided with reasonable skill and care and that you have read and agree to any terms of business under which those goods and services are supplied.
11. PROMOTION RULES
11.1 Each promotion is subject to additional terms and conditions which will be featured on the relevant sections on this Website. If the additional terms and conditions conflict in any way with the rules stated in this Clause 12, the additional terms and conditions shall prevail. By participating in any promotion, you are deemed to have read and understood the provisions of this Clause 12 and be bound by these rules, together with the specific directions or terms and conditions applicable to the relevant promotion and any terms and conditions of any relevant third party featured on the relevant sections on this Website.
11.2 Any person who is an employee of Morton Internet Solutions or a relative or member of an employee’s household or any company connected with the promotion or any of their associated companies are not eligible to participate.
11.3 Unless expressly stated for a particular promotion, promotions are restricted to residents of the UK aged 18 years or over. Proof of eligibility must be provided on request. Where a promotion states that participants may be under the age of 18, written consent from a parent or guardian is required for all participants under the age of 18.
11.4 All decisions of Morton Internet Solutions and/or the relevant judges will be final and binding and no correspondence will be entered into. Morton Internet Solutions reserves the right in its reasonable discretion to:
11.4.1 disqualify any entrant whose conduct is contrary to the spirit of the promotion or who Morton Internet Solutions considers has used improper means (including technical means) to enter and to declare any or all claims or entries based on such conduct as void;
11.4.2 declare void any claims or entries resulting from any publication errors on this Website or where there has been error(s) in any aspect of the preparation for or conduct of the promotion which materially affect the results of the promotion or the number of claimants or the value of claims;
11.4.3 add to or to waive any promotional rules on reasonable notice; and/or
11.4.4 cancel the promotion or any part of it at any stage in the event of circumstances beyond Morton Internet Solutions’s reasonable control.
11.5 All entries or answers must be received by Morton Internet Solutions by the closing date specified in the relevant promotion. Morton Internet Solutions shall take no responsibility for any entries that are illegible, misdirected, lost for technical or other reasons or received after the closing date. No applications will be accepted by agents, in bulk or from third parties.
11.6 Gifts, prizes and other promotional items may not be exchanged, transferred or re-sold and are subject to availability. No cash alternative will be offered. If for any reason an advertised gift, prize or promotional item is unavailable, Morton Internet Solutions reserves the right in its absolute discretion to substitute a similar gift, prize or promotional item of equivalent or greater value. Only one prize will be awarded per household.
11.7 Where applicable, winners will be selected in a random draw from all correct answers received and will be announced on Morton Internet Solutions website and/or notified within twenty-eight days after the winners have been ascertained. Names of winners are available from Morton Internet Solutions upon request up to one month after the closing date by sending an SAE to the address published on the relevant section of the Website.
11.8 Failure to claim a gift, prize or promotional item by the time or in the manner specified for that particular promotion will make any claim invalid.
11.9 Publicity may be given to promotion winners and winners’ names and images may be published on the Website or other advertising or publicity material published and distributed by or on behalf of Morton Internet Solutions. Winners must co-operate fully for publicity purposes if so required.
11.10 Entrants are liable for their costs to access telephone, mobile or computer networks.
11.11 Where gifts, prizes or promotional items are to be provided by a third party then the winner will be required to complete all appropriate or applicable booking or other formalities direct with such provider and comply with any third party terms and conditions. Morton Internet Solutions accepts no liability for any promotion by a third party and such third party is responsible for the fulfilment of its promotion.
11.12 For any gift, prize or promotional item involving holidays and/or travel, Morton Internet Solutions reserves the right to require written permission from the parent or guardian of any winner who is under the age of 16 and to require such winner to choose as a companion (where relevant) someone aged 18 or over.
12. LIMITATION OF LIABILITY AND DISCLAIMER
12.1 Morton Internet Solutions is providing the Website on an “as is” basis and to the fullest extent permissible by law makes no (and expressly excludes all) guarantees, representations (except for fraudulent misrepresentation) or warranties of any kind (express or implied) with respect to the Website and its contents or any websites to which it is linked including, without limitation, warranties as to quality and fitness for purpose.
12.2 Morton Internet Solutions does not represent or warrant that the information accessible via the Website is accurate, complete, reliable or current nor that the Website will meet particular requirements, or be available, accessible, uninterrupted, timely, secure or operate without error or that it will be free from viruses, worms, trojan horses or other harmful elements.
12.3 Except as specifically set out in these Terms, to the fullest extent permissible by law, neither Morton Internet Solutions nor any of its affiliates, directors, employees or other representatives will be liable (whether under contract, tort, statute or otherwise howsoever arising) for any of the following losses or damage (whether such losses were foreseeable or not):
12.3.1 losses suffered by third parties;
12.3.2 loss of data;
12.3.3 loss of profit;
12.3.4 loss of revenue;
12.3.5 loss of business or opportunity;
12.3.6 loss of goodwill; or
12.3.7 any indirect, consequential, special or exemplary damages arising from the use of the Website, inability to use the Website, the results of use of the Website, any Website linked to it or any material contained in the Website. The losses listed in this clause 13.3 are intended to be severable.
12.4 Without prejudice to the generality of clause 13.3, Morton Internet Solutions’s total liability to you shall not exceed the amount paid by you, if any, for services or goods supplied to you by Morton Internet Solutions or £100 whichever is the higher.
12.5 Nothing in these Terms shall exclude or limit Morton Internet Solutions’s liability for death or personal injury caused by its negligence or for fraud or fraudulent misrepresentation or for any liability which cannot be excluded or limited by law.
YOU AGREE TO ON DEMAND INDEMNIFY AND KEEP FULLY INDEMNIFIED Morton Internet Solutions AGAINST ALL CLAIMS, LIABILITIES, COSTS, DAMAGES OR LOSSES WE MAY SUFFER OR INCUR (INCLUDING WITHOUT LIMITATION ANY LEGAL FEES) ARISING OUT OF OR IN CONNECTION WITH ANY BREACH BY YOU OF YOUR OBLIGATIONS UNDER THESE TERMS.
13.1 These Terms and your use of the Website (including any services provided through it) shall be governed by and construed in accordance with the laws of England. By using the Website, you accept that any dispute under these Terms or arising out of the use of the Website shall be subject to the exclusive jurisdiction of the English courts to which you submit.
15. TERMS OF SALE
16.1 Morton Internet Solutions’s Terms of Sale are incorporated into and form part of these Terms. Contracts for the supply of goods and services formed on our Website are governed by the relevant Terms of Sale.
17.2 If for any reason any part of these Terms is deemed to be unenforceable, then that part of the Terms will be severed and this will not affect the validity or enforceability of the remaining terms.
17.3 Any waiver by Morton Internet Solutions of a breach of any provision of these Terms shall not be deemed to be a waiver of any subsequent breach of any provision.
17.4 A person who is not a party to these Terms has no rights under the Contract (Rights of Third Parties) Act 1999 to enforce any of these Terms, but this clause does not affect a right or remedy of a third party which exists or is available apart from that Act.
17.5 These Terms constitute the entire agreement between you and Morton Internet Solutions and govern your use of the Website and supersede any prior agreements between you and Morton Internet Solutions in relation to the Website. You may also be subject to additional terms and conditions that may apply when you participate in any promotions through the Website or use any affiliate services, third party content or third party software.
Morton Internet Solutions
Terms of Sale and Supply
The following Terms of Sale and Supply shall apply to each order for the supply of goods that we shall receive from you from time to time unless otherwise agreed in writing. Acceptance of Customers’ orders shall be subject to these terms and cannot be altered by customers’ terms of purchase.
1. No order submitted to Morton Internet Solutions shall be deemed to be accepted by Morton Internet Solutions unless and until confirmed in writing (either by invoice submitted with goods delivered, or otherwise) by Morton Internet Solutions or Morton Internet Solutions’s Authorised Agent.
2. No order which has been accepted by Morton Internet Solutions may be cancelled by the customer except with the prior written agreement of Morton Internet Solutions or its authorised representative.
3. By accepting delivery of the goods covered by this invoice the customer acknowledges receipt of and thereby agrees to be bound by these terms and conditions and further acknowledges that these terms and conditions comprise the only terms and conditions upon which the goods covered by this invoice are supplied and that they shall not be deemed to be altered or varied to any extent by any previous correspondence between Morton Internet Solutions and the customer or by the provision by the customer to Morton Internet Solutions of any other terms and conditions in respect of such goods.
SUPPLY AND RETURN
4. Risk of damage to or loss of the goods covered by this invoice shall pass to the customer at the time of delivery or, if the customer wrongfully fails to take delivery of the goods, the time when Morton Internet Solutions (or any other company on behalf of whom Morton Internet Solutions acts if printed resources belong to that company) has tendered delivery of the goods. Notwithstanding delivery and the passing of the risk in the goods or any other provision of these terms and conditions the property in the goods shall not pass to the customer until Morton Internet Solutions has received in cash or cleared funds, payment in full of the price of the goods.
5. Delivery of goods within the United Kingdom and Republic of Ireland shall be made freight free unless otherwise agreed in writing by Morton Internet Solutions or its authorised agent.
Goods are despatched to overseas customers at the customer’s expense and liability, unless otherwise agreed in writing, such charges as incurred by us being invoiced at the same time or separately to the invoice of the goods.
6. Any dates quoted for delivery of goods are approximate only and Morton Internet Solutions shall not be liable for any delay in delivery of goods howsoever caused.
7. Goods are not supplied and sold on a sale or return basis. Printed resources will not be accepted for return unless previously authorised in writing by the Publishers representative. Carriage and packing of printed resources returned is at the customer’s expense and liability. Morton Internet Solutions cannot accept any responsibility for unauthorised returns or for returns of printed resources not supplied by Morton Internet Solutions. Non authorised returns will be handled in accordance with Morton Internet Solutions’s returns authorisation procedure and on terms to be determined at the absolute discretion of Morton Internet Solutions.
CHARGING AND SELLING
8. Invoices and Credit Notes shall be raised as quickly as possible and despatched with or separately to the goods, etc in question. Printed resources despatched to customers, within the United Kingdom and Republic of Ireland before our Publication Date to achieve delivery by that date will be invoiced and debited to their account in the month of publication. Such titles must not be sold to the public before our publication date, or resold to another trader without imposing that same condition.
9. Our printed resources are sold subject to the condition that they shall not, by way of trade or otherwise, be lent, re-sold, hired out or otherwise circulated without our prior consent in any form of binding or cover, other than that in which it is published and without a similar condition including this condition being imposed on the subsequent purchase.
10. The price of goods shall be the published price as shown on the invoice less such discount as may have been agreed between Morton Internet Solutions or its authorised agent and the customer in writing as shown on the invoice. The price is inclusive of any applicable value added or other tax.
11. Our terms are strictly net. No settlement discounts or other deductions may be made against amounts due on our invoices or statement. Invoices will be raised at retail prices less discount unless otherwise agreed in writing. In the case of customers with agreed credit accounts payments for goods supplied must be received by Morton Internet Solutions on or before the due date unless otherwise agreed in writing between Morton Internet Solutions or its authorised agent and the customer, or as may be otherwise stated on an invoice. Time of payment shall be of the essence of the agreement. Orders from customers who do not have an agreed credit account will only be accepted against prepayment in full.
12. If the customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to Morton Internet Solutions, Morton Internet Solutions shall be entitled to charge the customer interest (both before and after any judgement) on the amount unpaid at the rate of 3% per annum above HSBC Bank Plc base rate from time to time, until payment in full is made.
13. Morton Internet Solutions reserves the right to withhold further supplies in the event of amounts payable being overdue, breach of any of the conditions of this agreement, or any other reason which at the discretion of the Company warrants such action.
QUERIES OR CLAIMS
14. Any claim for credit or replacement stock in respect of any delivery of goods shall only be considered if such a claim relates to shortage, damage, defect in quality or condition, failure to correspond with order or non-delivery and is received in writing at Morton Internet Solutions address shown on the invoice and marked for the attention of the Customer Services Supervisor, within 14 days of the date of the delivery of the goods to a customer in the United Kingdom or Republic of Ireland (or, in the case of claims of non-delivery, of the date of invoice) or within 28 days of the date of delivery of the goods to a customer outside the United Kingdom and Republic of Ireland (or, in the case of claims of non-delivery, of the date of invoice). If claims are not submitted within such time limits Morton Internet Solutions shall have no liability in respect of such claims and the customer shall be bound to pay the price as if the goods had been delivered in accordance with the agreement.
15. The agreement for the supply and sale of goods shall be governed by the laws of England.
16. Morton Internet Solutions shall not be liable to the customer or be deemed to be in breach of the agreement with the customer by reason of any delay in performing or any failure to perform any of its obligations in relation to the goods if the delay or failure was due to any cause beyond Morton Internet Solutions’s reasonable control. Save as expressly provided in these terms and conditions and except where the goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. Where the goods are sold under a consumer transaction the statutory rights of the customer are not affected by these conditions.
17. Except in respect of death or personal injury caused by Morton Internet Solutions’s negligence Morton Internet Solutions shall not be liable to the customer by reason of any representation or any implied warranty condition or other term or any duty at common law or under the express terms of the agreement for any consequential loss or damage (whether for loss of profit or otherwise) costs expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of Morton Internet Solutions its employees or agents or otherwise) which arise out of or in connection with the supply of the goods or their use or resale by the customer except as expressly provided in these terms and conditions.
18. The customer shall notify Morton Internet Solutions forthwith in writing upon the customer becoming aware of any claim for infringement of any patent copyright design trademark service mark or other industrial or intellectual property rights in or relating to the goods.
19. If:(a) the customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or (b) an encumbrancer takes possession or a receiver is appointed of any of the property or assets of the customer, or © if the customer ceases or threatens to cease to carry on business; or (d) Morton Internet Solutions reasonably apprehends that any of the events mentioned above is about to occur in relation to the customer and notifies the customer accordingly then without prejudice to any other right or remedy available to Morton Internet Solutions, Morton Internet Solutions shall be entitled to cancel the agreement for the sale of the goods or suspend any further deliveries under such agreement without incurring any liability to the customer and if the goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
20. If any provision of these terms and conditions is held by any competent authority, to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected thereby. No waiver by Morton Internet Solutions of any breach of the agreement by the customer shall be considered as a waiver of any subsequent breach of the same or any other provision. The headings shown in these terms and conditions are for convenience only shall not affect their interpretation. No variation to these terms and conditions shall be binding unless agreed in writing between the authorised representative of Morton Internet Solutions and the customer. Morton Internet Solutions unless confirmed by Morton Internet Solutions in writing. By entering into the agreement for the sale and purchase of the goods the customer acknowledges that it does not rely on and waives any claim for breach of any such representations which are not so confirmed.
You agree that the information that you have given us or give to us in the future is correct and is in no way misleading, offensive or against any Country’s Law. You will maintain secrecy of your pass words and will be solely responsible for any unauthorized access to your account by any person.
You hereby acknowledge and agree that Morton Internet Solutions may terminate its services or involvement with you, at any stage or at any time during the introductory and/or negotiation and/or facilitation process, by giving you written notice thereof, without EQ having to provide you with any specific explanation or reason, or without Morton Internet Solutions having any legal or financial obligation or liability towards you of whatsoever nature.
This Agreement may be terminated at any time if:
(a) your website contains any material which is illegal, pornographic, radically abusive or is likely to cause offence or to damage Morton Internet Solutions reputation; (b) you commit any material breach of this agreement; (c) you enter into liquidation whether compulsory or voluntary, as a receiver or administrator appointed, enter into any arrangement with your creditors or cease or threaten to cease to trade; (d) you stop paying Morton Internet Solutions.
However, we will give you seven days to meet any such obligation before terminating our Agreement.
SUSPENSION OF SERVICES
We reserve the right to suspend all or any of the services that we have given to you, including those that have been already paid for should any of these terms not be met.
CHARGES AND PAYMENTS
The price that we charge you for our services is stated in your contract. You will pay to us all the charges on their due dates. Payment will either be in advance or by invoice. We reserve the right to make that decision. You can and may request additional services at any time after your Agreement has started. If we agree to provide you with these services you will pay the additional services that they incur.
We will charge you for any administration costs and loss of work that have occurred for any payment not being met for whatever reason or that has not been honoured by your bank or any method of payment that has been made by you to us.
The charge for these defaults for non-payment and indeed any default of payment regardless of what it is or how it has been caused will be 100% of all outstanding order values. Should this debt have to be recovered in the Court additional charges including all legal and recovery costs will be charged to you. As a director or owner of your business you also give us your personal guarantee that all monies owed to us if your business is unable to meet them will be paid by you.
All services are rendered ensuring its quality. We generally take upfront and subsequent payments. If at any time in the service rendering process, you are not satisfied with the quality of work, you may bring it to our attention. We will investigate and decide about the refund. In general, we will not refund payments on time spent/services rendered, since Morton Internet Solutions’s charges are based on the hours of work spent on the project. If a customer contravenes Morton Internet Solutions terms of service, a refund will not be issued in the event of cancellation.
Refunds are only possible if we are unable to render the services to you. The refund will be based on the hours that you have paid for but not used. No refunds will be given for hours spent on research, development, design and administration.
You are not entitled to a refund of any of our services if you:
Decide to discontinue the use of our services
Find our charges to be higher compared to others and you can’t afford the services;
Choose the wrong specifications for the service;
Knew about the particular fault prior to purchase; and/or
Were responsible for causing the fault.
You represent to Morton Internet Solutions and unconditionally guarantee that any elements of text, graphics, photos, designs,
trademarks, or other artwork furnished to Morton Internet Solutions for inclusion in WebPages are owned by you, or that you have
permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend
Morton Internet Solutions and its subcontractors from any claim or suit arising from the use of such elements furnished by you.
Unless explicitly specified, it is assumed that:
Morton Internet Solutions will hold all copyright to the site it designs unless otherwise stated in writing;
It will remain the sole intellectual property of Morton Internet Solutions;
Morton Internet Solutions will own the intellectual property rights in any service given to you.
You will have no resell rights.
If you require copies of your site, you will be charged by the hour for any admin costs that are incurred including postage and packaging.
Morton Internet Solutions will not be responsible for any Copyright infringement or Domain name infringement against any law in any land brought on by your website.
MIS respects privacy of its clients. Morton Internet Solutions will not monitor, edit, or disclose any personal information about your accounts, including hosted content, without your prior consent, unless MIS has a good faith belief that such action is necessary to: (a) comply with legal process or other legal requirements of any relevant authority; (b) protect and defend the rights or property of MIS; (c) enforce the terms of a Task Order, this Agreement or these Terms and Conditions; or (d) protect the interests of users of MIS’s Hosting Services. You acknowledge and agree that your IP address is transmitted and recorded with each message sent from the Hosting Service.
CONFIDENTIALITY AND PROPRIETARY RIGHTS
In this Agreement, “Confidential Information” shall mean any and all technical or business information, including third party information, furnished in connection with this Agreement, in whatever tangible form or medium, or disclosed by you to MIS (including, but not limited to, product/service specifications, prototypes, computer files and programs, models, drawings, marketing plans, financial data and personnel statistics). Notwithstanding the termination, expiration or cancellation of this Agreement MIS agrees to treat such Confidential Information as confidential for a period of ONE year from the date of receipt of same unless otherwise agreed to in writing by you.
You will keep the details of the Agreement and any such information which you may learn about MIS, our business technology and our clientele, strictly confidential and agreed not to disclose it to any third party. Upon termination, cancellation or expiration of this Agreement for any reason or upon request of the disclosing party, all Confidential Information, together with any copies of same as may be authorized herein, shall be returned.
You agree that if MIS suffers any loss or there is a failure from your end to meet any of these obligations, you agree to pay us directly and immediately for any proven losses that may occur.
The obligations imposed in this Article shall not apply to any information that: (a) is known to the public (through no act or omission of MIS in violation of this Agreement); (b) is lawfully acquired by MIS from an independent source having no obligation to maintain the confidentiality of such information; (c) was known to MIS prior to its disclosure under this Agreement; (d) was independently developed by the MIS; or (e) is required to be disclosed by governmental or judicial order.
The requirements of use and confidentiality set forth herein shall survive the expiration, termination or cancellation of this Agreement.
LIMITATION OF LIABILITY
The entire risk as to the quality and performance of the WebPages and website is with you.
(a) MIS shall not be liable to you for any loss or damage [including but not limited to loss of data, loss of profits/sales, website downtime, loss of business or staff or management time incurred] caused or arising directly or indirectly out of MIS’s services provided under this Agreement [except to the extent to which it is unlawful to exclude such liability under English Law]. (b) Notwithstanding the generality of (i) above MIS expressly excludes liability for any indirect, special, consequential or incidental loss or damage which may
arise in respect of the services to be provided under this Agreement. (ii) In the event that any exclusion contained in this Agreement shall be held to be invalid for any reason and MIS becomes liable for loss or damage that may lawfully be limited, such liability shall be limited to the whole amount paid by you during the preceding Initial Period or Renewal Period, as the case may be. (iii) MIS does not exclude liability for death or personal injury to the extent only that the same arises as a result of the negligence of the MIS, its employees, agents or authorized representatives.
We will not be liable to make any payment to you including the return of deposits either in part or full for any delay or failure to meet any of our obligations under this or any other agreement made to you by either verbal, written or electronic means.
This includes [but is not limited to] any events that are beyond our control such as our computers, technology in general, telecommunication equipment including satellite and internet suppliers.
We are liable to you to cover the contract and services provided to you as long as none of the other points in this contract are broken by you.
You agree to use all Company services and facilities at your own risk and agree to defend, indemnify, save and hold MIS harmless from any and all demands, liabilities, losses, costs and claims, including reasonable Attorney’s fees asserted against MIS, its agents, its customers, officers and employees, that may arise or result from any services provided or performed or agreed to be performed or any product sold by you, your agent, employees or assigns. You agree to defend, indemnify and hold harmless MIS against liabilities arising out of: (a) any injury to person or property caused by any products sold or otherwise distributed in connection with MIS server; (b) any material supplied by you infringing or allegedly infringing on the proprietary rights of a third party; (c) copyright infringement; (d) any defective products sold to customers from MIS server and (e) claims arising from omission to inform or implement the updates needed for the site.
You agree that this indemnification extends to all aspects of the work completed by MIS, including but not limited to website content and choice of domain name.
MIS makes no warranties with regard to the site and its contents. The Company cannot guarantee the functionality or operations of their website or that it will be uninterrupted or error free, nor does it warrant that the contents are current, accurate or complete.
MIS is not responsible for any content published on your website that infringes any law, copyright or compliance. Customer is solely responsible for the security, confidentiality and integrity of all the content and messages received, transmitted through or stored on the web/server hosting service.
MIS will not be responsible for any damages or losses your business may suffer. MIS makes no warranties of any kind, express or implied for services we provide. MIS does not back up your data/website and while every attempt would be made in the unlikely event of any corruption or hardware failure. MIS disclaims any warranty or merchantability or fitness for a particular purpose. This includes loss of data resulting from delays, nondeliveries, wrong delivery, and any and all services interruptions caused by MIS and its employees. MIS reserves the right to revise its policies at any time.
MIS hands over files on request, once full payment has been made. However, the intellectual rights are the property of MIS Creative unless stated otherwise at the time of contract. On handover of files from Company to you, you shall assume entire responsibility in ensuring that all files are functioning correctly before use. While every effort is made to make sure files are error free, the Company cannot guarantee that the display or functionality of the web design or the website will be uninterrupted or error free. If, after handover of files, errors are found in code the Company has created and the standard development platform, domain name set-up and hosting set-up are the same as when work began, then the Company can correct these errors for you free of charge for a period of 3 months, after acceptance of the work. After the 3-month period, the Company reserves the right to quote separately for any work involved in correcting an error.
If, after handover of files, errors are found in code the Company has created and the standard development platform, or the domain name set-up or hosting set-up have been changed, the Company can correct errors and reserves the right to quote separately for any additional work needed as a result of changes to the browser software, domain name set-up or hosting set-up.
The Company may from time to time recommend to you that updates are needed to your site, including but not limited to new legislation compliance, software compatibility and web standards. The Company reserves the right to quote for any updates as separate work. You agree that the Company is not liable for any failure to inform or implement these updates to their site.
You agree that the Company is not liable for any failure to carry out services for reasons beyond its control, including but not limited to acts of God, telecommunication problems, software failure, hardware failure, third party interference, Government, emergency on a major scale or any social disturbance of extreme nature such as industrial strike, riot, terrorism and war or any act or omission of any third party services.
You agree that the Company is not liable for any bugs, performance issues or failure of third party software as they are open-source softwares distributed under the GPL (“GNU General Public License”) and are maintained and developed by a community of thousands of users and Companies. Any bugs, performance issues or failure with the software will be directed to the respective Development community.