MiSTORE LIMITED (Company number 05909219) Registered office address Victoria House, Vale Road, Portslade, Brighton, East Sussex England, BN41 1GG ('the Company') terms and conditions for Website development and hosting

By using our websites to place an order for services you confirm your agreement to our terms and conditions, including the Privacy Policy, as set out below:

1          Services

1.1        The Company agrees to provide to the Customer the Services more particularly described in Schedule 1 (‘the Services') on the terms described in these Terms and Conditions.

1.2        The Company agrees to place the website created by the Company for the Customer in accordance with these Terms and Conditions (“the Website”) on the computer server owned or operated by the Company and allow storage of information received by the Customer or from others on such server subject to these Terms and Conditions.

1.3        All Services under these Terms and Conditions shall be performed in accordance with the Company's standard procedures so long as such procedures do not conflict with these Terms and Conditions. Nothing under these Terms and Conditions shall affect the Customer's statutory rights in particular but without limitation those under the Consumer Credit Act 1974 or the Data Protection Act 1998.

2          Term

2.1        These Terms and Conditions shall be effective commencing on the date your order for Services is placed and thereafter from year to year subject to earlier termination as set out in this clause unless and until either party gives to the other not less than 30 days’ notice in writing.

2.2        Either party may terminate these Terms and Conditions without notice upon the other party's breach of any term, condition or obligation under these Terms and Conditions if such breach is not remedied (if remediable) (i) within 10 days from the date of written notice with regard of any monetary obligation, and (ii) within 30 days from the date of written notice with regard to any other breach.

3          Fees

3.1        The Customer agrees to pay to the Company the fees specified in Schedule 2 for the Services (‘the Fees').

3.2        The capacity of the Services will be subject to the fee level selected by the Customer.  The relevant fee levels and capacities are set out in Schedule 2.      

3.3        The Fees are due for payment as stated in Schedule 2.

3.4        If the Company is required by the Company to provide any additional services, the Company shall be entitled to charge an additional fee which shall be agreed between the Company and the Customer before the Company commences any additional services. 

4          Value Added Tax

4.1        All payments under these Terms and Conditions are inclusive of VAT, which shall be payable by the Customer at the rate and in the same manner for the time being prescribed by law against submission of a valid tax invoice.

5          Customer responsibilities

5.1        In addition to the obligations of the Customer as otherwise specified in these Terms and Conditions, the Customer shall be solely responsible for the following: 5.1.1     the accuracy and content of any information provided by the Customer to the Company;

5.1.2     any liability or loss (of any nature) incurred by the Customer or by any other person as a result of the use of the Website, including without limitation any losses of data or programs, breaches of security, viruses disabling or harmful devices that the Customer or any other person may experience as a result of use of the Website;

5.1.3     restricting use of the Website to the Customer’s employees and such other people as the Customer may authorise;

5.1.4     ensuring that the Website is used in a manner consistent with any and all applicable laws and regulations; and

5.1.5     ensuring that no material which is or may be offensive, illegal, material or in breach of any rights of any third party ever appears on the Website.

5.2        The Customer undertakes at all times to discharge fully all of its responsibilities as set out in Clause 5.1, and hereby agrees to indemnify the Company (and to keep it indemnified) from and against all claims, liabilities and costs incurred by the Company as a result of any breach of any failure by the Customer to discharge any of those responsibilities.

6          Ownership and Licences

6.1        In this Clause the following words and phrases shall have the meanings shown:

“Company Materials”         all materials, documentation, computer programs, inventions (whether or not patentable), designs, audio, video, artistic works and all works of authorship, including all worldwide rights therein under patent, copyright, trade secret or other property right, which are incorporated into the Website and are either (a) owned by the Company at the date of these Terms and Conditions or (b) created or developed by the Company while providing the Services at any time during the term of these Terms and Conditions;

“Customer Materials”         all materials, documentation, computer programs, inventions (whether or not patentable), designs, audio, video, artistic works and all works of authorship, including all worldwide rights therein under patent, copyright, trade secret or other property right, which are supplied by the Customer to the Company in connection with the provision of the Services and/or the Website.

6.2        The Customer acknowledges that the Company is the owner of the Company Materials, and that the Customer has no right to the Company Materials except under the licence granted in Clause 6.3.  Nothing in these Terms and Conditions shall restrict the Company in relation to its use of the Company Materials.

6.3        Subject to these Terms and Conditions and for the duration of these Terms and Conditions in accordance with Clause 2.1, the Company hereby grants to the Customer a non-exclusive licence of the Company Materials solely for the purposes of the use of the Website by the Customer and by other users as authorised by the Customer.

6.4        In relation to all Customer Materials supplied at any time by the Customer to the Company:

6.4.1     the Customer warrants that none of the Customer Materials breaches any right of any third party;

6.4.2     the Customer grants to the Company a royalty-free licence to include all or any of the Customer Materials in the Website.

7          Limited warranty

7.1        The Company warrants that for a period of 90 days from the date of first installation of the Website, the coding of the Website shall be reasonably HTML-compliant, provided that the sole and exclusive remedy for a breach of that warranty shall be that the Company shall replace the nonconforming coding to make the Website reasonably HTML-compliant. The Customer acknowledges that HTML is an industry standard that contains some ambiguous provisions and that does not completely address all issues associated with the coding of websites. The Customer also acknowledges that HTML is a standard that will be amended from time to time and that not all 'browsers' used by third parties to access the internet implement HTML in the same way. Variations in HTML coding associated with ambiguities or revisions to the HTML standard or variations among internet browsers shall not be the basis for a claim of breach of the Company's warranties under these Terms and Conditions.

7.2        The warranties in clause 7.1 are subject to the limitations of liability described below.

7.3        Except as provided in this clause 7, the Company does not make any express or implied warranties with respect to the Services or the Website, or any additional services or products provided under these Terms and Conditions, including but not restricted to the implied warranties of merchantability and fitness for a particular purpose.

8          Limitation of liability

8.1        In no event (death or personal injury excepted) will the Company be liable to the Customer for any indirect, incidental or consequential damages, or loss of profit arising out of the Services or the Website, or any additional services or products provided under these Terms and Conditions, even if the Company has been advised of the possibility of such damages.

8.2        The Company's liability to the Customer for actual damages for any cause whatsoever (death or personal injury excepted), will be strictly limited to 100% of the Fees paid in respect of the Services in the prior 12 months.

9          Limitations of service

9.1        The Company does not guarantee that the Customer or any third parties will be able to access the Website created by the Company at any particular time. Access to the Website is provided strictly on an 'as-is, as-available' basis.

9.2        The Customer acknowledges that the need for maintenance and error correction, as well as matters beyond the Company’s control, may result in down time and that the Company cannot control the timing or volume of attempts to access the Company's server.

10         Confidential Information

10.1      Each party shall use the same care and discretion, but in no event less than reasonable care and discretion, to prevent disclosure, publication or dissemination of the other party's Confidential Information (defined below) as it employs with similar information of its own; and shall not use, reproduce, distribute, disclose or otherwise disseminate the Confidential Information except in connection with the performance of its obligations under these Terms and Conditions. 10.2      As used in these Terms and Conditions the term 'Confidential Information' means any and all data and information relating to the business of the disclosing party:

(i)         of which the receiving party becomes aware as a consequence of or through these Terms and Conditions;

(ii)         which has value to the disclosing party and is not generally known by its competitors;

(iii)        which is treated by the disclosing party as confidential; and

(iv)        which has been reduced to tangible form and marked clearly and conspicuously with a legend identifying its confidential or proprietary nature,

provided, however, that Confidential Information does not include any data or information which is already know to the receiving party, or which

(1)        has become generally known to the public through no wrongful act of the receiving party;

(2)        has been rightfully received by the receiving party from a third party without restriction on disclosure and without, to the knowledge of the receiving party, a breach of an obligation of confidentiality running directly or indirectly to the other party;

(3)        has been disclosed pursuant to a requirement of a governmental agency or of law without similar restrictions or other protection against public disclosure, or is required to be disclosed by operation of law;

(4)        is independently developed by the receiving party without use, directly or indirectly, of the Confidential Information received from the other party; or

(5)        is furnished to a third party by the disclosing party under these Terms and Conditions without restrictions on the third party's right to disclose the information. Confidential Information may include, but is not limited to, information relating to the products, processes or financial affairs of the disclosing party.

11         Data transmission

11.1      The Company may collect, hold, control, use and transmit data obtained in the course of providing the Services. By signing this the Customer agrees to such data being so used and further agrees that it may be transmitted to others in accordance with the Company's registration under the Data Protection Act 1998.

12         Force majeure

12.1      Neither party shall have any liability under or be deemed to be in breach of these Terms and Conditions for any delays or failures in performance of these Terms and Conditions which result from circumstances beyond the reasonable control of that party.

12.2      If such circumstances continue for a continuous period of more than 6 months, either party may terminate these Terms and Conditions by written notice to the other party.

13         General

13.1      Nothing in these Terms and Conditions is intended to or shall operate to create a partnership or joint venture of any kind between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

13.2      In any action or proceeding to enforce rights under these Terms and Conditions, the prevailing party will be entitled to recover costs and attorneys fees.

13.3      All notices under these Terms and Conditions shall be in writing and shall be deemed given when personally delivered, when sent by confirmed fax, or 3 days after being sent by prepaid first class post to the address of the party to be notified as set out in these Terms and Conditions or such other address as such party last provided to the other by written notice.

13.4      Neither party shall have any right or ability to assign, transfer, or sub-license any obligations or benefit under these Terms and Conditions without the written consent of the other (and any such attempt shall be void), except that a party may assign and transfer these Terms and Conditions and its rights and obligations under these Terms and Conditions to any third party who succeeds to substantially all its business or assets.

13.5      If any part of these Terms and Conditions is illegal or unenforceable, such part(s) shall be excluded from these Terms and Conditions to the minimum extent required and the balance of these Terms and Conditions shall remain in full force and effect and enforceable.

13.6      These Terms and Conditions supersedes all prior agreements, arrangements and undertakings between the parties and constitutes the entire agreement between the parties relating to the subject matter of these Terms and Conditions and can only be modified or waived by a subsequent written agreement signed by both parties. However the obligations of the parties under any pre-existing non-disclosure agreement shall remain in full force and effect in so far as there is no conflict between the same. The parties confirm that they have not entered into these Terms and Conditions on the basis of any representation that is not expressly incorporated into these Terms and Conditions.

13.7      The parties confirm their intent not to confer any rights on any third parties by virtue of these Terms and Conditions and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms and Conditions.

13.8      These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales and the parties accept the non-exclusive jurisdiction of the English courts over any claim or matter arising under or in connection with these Terms and Conditions.

SCHEDULE 1

The Services

The A Services, the B services, the C services or the D Services (as defined below) as the case may be

The A Services means:

The supply of a basic HTML website equipped with a comprehensive content management system, with full website design and logo (if required) and a demo site in which to populate the website before going live that will incorporate the following functions:

• Administrator View
• Secure login, (3 attempts before security questions and  password resets)
• Creating andSending Custom Email
• Website Content
• Website Themes
• Website Content
• Website Menus
• Customer Testimonials
• Website News (RSS)
• Email Templates
• Managing Administrators
• Viewing Aministrator accounts
• Editing Administrator Accounts
• Adding Administrator Accounts
• Deleting Administrator Accounts
• Changing Site Settings
• Business Information Settings
• Meta Data
• Webmail
• Website Statistics
• Google Analytics
• hosting
• Free software updates
• Editable  from any internet access point 

The B Services means:

The supply of a basic HTML website equipped with a comprehensive content management system, with a template design and set-up and a demo site in which to populate the website before going live that will incorporate the following functions:

• Administrator View
• Secure login, (3 attempts before security questions and  password resets)
• Creating andSending Custom Email
• Website Content
• Website Themes
• Website Content
• Website Menus
• Customer Testimonials
• Website News (RSS)
• Email Templates
• Managing Administrators
• Viewing Aministrator accounts
• Editing Administrator Accounts
• Adding Administrator Accounts
• Deleting Administrator Accounts
• Changing Site Settings
• Business Information Settings
• Meta Data
• Webmail
• Website Statistics
• Google Analytics
• hosting
• Free software updates
• Editable  from any internet access point 

The C Services means:

A full website design and logo (if required) and a demo site in which to populate the website before going live.

The supply HTML Code to create an Ecommerce solution equipped with a comprehensive content management system that will incorporate the following functions:

• Customer View
• Viewing Products and Categories
• Adding Products to Shopping Basket
• Checkout
• Making Payment
• Confirmation Emails
• customer account login
• Viewing Order Information (details, invoice)
• Editing Orders
• Re-ordering
• Cancelling Orders
• Changing Contact Details
• Changing Password
• Ordering when Logged in as a Customer (choice of addresses)
• Currency Conversion
• Hot Products
• Administrator View
• Secure login, (3 attempts before security questions and  password resets)
• Creating Categories
• Creating sub Categories
• Hiding catergories and sub catergories
• Deleting catergories and sub catergories
• Changing catergories and sub catergories
• Creating products
• Hiding products
• Deleting products
• Changing products
• Creating unlimited Product Attributes(Colours, Sizes, Quantities)
• Froogle Export Files
• Viewing Orders
• Searching for Orders
• Changing Order Status
• Sending Chase Payment Email
• Creating andSending Custom Email
• Viewing Sales Graphs
• Switching Delivery Cost
• Viewing Order Comments
• Adding ‘in house’ comments to an Order
• Downloading Invoices for an Order
• Loging in as customer
• Accounts
• Fully searchable accounts information (stock, sales, COGs)
• Download Excel Spreadsheet, (COGs, carriage, transaction charges, income, refunds and summary information)
• Sales Graphs
• Website Content
• Website Themes
• Website Content
• Website Menus
• Customer Testimonials
• Website News (RSS)
• Email Templates
• Managing Administrators
• Viewing administrator accounts
• Editing Administrator Accounts
• Adding Administrator Accounts
• Deleting Administrator Accounts
• Changing Site Settings
• Business Information Settings
• Product Display Settings
• Stock Control Settings
• Payment Preferences
• Meta Data
• Delivery Preferences
• Webmail
• Website Statistics
• Google Analytics
• hosting
• Free software updates
• Editable  from any internet access point 

The D Services means:

A template design and set-up and a demo site in which to populate the website before going live.

The supply HTML Code to create an Ecommerce solution equipped with a comprehensive content management system that will incorporate the following functions:

• Customer View
• Viewing Products and Categories
• Adding Products to Shopping Basket
• Checkout
• Making Payment
• Confirmation Emails
• customer account login
• Viewing Order Information (details, invoice)
• Editing Orders
• Re-ordering
• Cancelling Orders
• Changing Contact Details
• Changing Password
• Ordering when Logged in as a Customer (choice of addresses)
• Currency Conversion
• Hot Products
• Administrator View
• Secure login, (3 attempts before security questions and  password resets)
• Creating Categories
• Creating sub Categories
• Hiding catergories and sub catergories
• Deleting catergories and sub catergories
• Changing catergories and sub catergories
• Creating products
• Hiding products
• Deleting products
• Changing products
• Creating unlimited Product Attributes(Colours, Sizes, Quantities)
• Froogle Export Files
• Viewing Orders
• Searching for Orders
• Changing Order Status
• Sending Chase Payment Email
• Creating andSending Custom Email
• Viewing Sales Graphs
• Switching Delivery Cost
• Viewing Order Comments
• Adding ‘in house’ comments to an Order
• Downloading Invoices for an Order
• Loging in as customer
• Accounts
• Fully searchable accounts information (stock, sales, COGs)
• Download Excel Spreadsheet, (COGs, carriage, transaction charges, income, refunds and summary information)
• Sales Graphs
• Website Content
• Website Themes
• Website Content
• Website Menus
• Customer Testimonials
• Website News (RSS)
• Email Templates
• Managing Administrators
• Viewing administrator accounts
• Editing Administrator Accounts
• Adding Administrator Accounts
• Deleting Administrator Accounts
• Changing Site Settings
• Business Information Settings
• Product Display Settings
• Stock Control Settings
• Payment Preferences
• Meta Data
• Delivery Preferences
• Webmail
• Website Statistics
• Google Analytics
• hosting
• Free software updates
• Editable  from any internet access point 

SCHEDULE 2

The Fees

A one off set-up fee of £299  for design and set-up for the A Services or the C services. Or a one off set-up fee of £49.99 for the B Services and the D services Plus one of the following:

£9.99 per month (for hosting only or for the management of A Services and B services)

• No minimum contract
• No hidden costs
• Unlimited email accounts
• Search engine friendly
• Free upgrades
• Free hosting
• Supports multi browsers
• Image galleries
• Upload videos
• Upload page banners
• Unlimited pages
• Manage your menus
• Site search
• Upload testimonials
• Upload news
• RSS Feeds
• Online help and tips

£19.99 per month (for the management of C Services or D services)

• No minimum contract
• No hidden costs
• Unlimited email accounts
• Search engine friendly
• Free upgrades
• Free hosting
• Supports multi browsers
• Image galleries
• Upload videos
• Upload page banners
• Unlimited pages
• Manage your menus
• Site search
• Upload testimonials
• Upload news
• RSS Feeds
• Online help and tips
• Unlimited products
• Multiple delivery options
• Multiple attributes
• Secure transactions
• Accept credit card payments
• Multi currency transactions
• Intuitive add to cart process
• Single page purchase process