Terms of Service
Last Revised: 2021-01-29 08:58:58
The definitions and rules of interpretation in this condition apply in these conditions. Client: the person, firm or company who purchases the Goods or Services from the Company:
22 Notting Hill Gate
London, W11 3JE
Any contract between the Company and the Client for the sale and purchase of the Goods or supply of the Services, incorporating these conditions. Deliverables: any materials required under the Contract to be produced by the Company and delivered to the Client in the course of providing the Services. Delivery Point: the place where delivery of the Goods or Deliverables or performance of the Services is to take place shall be agreed with the Client prior to any goods being delivered or services commencing.
Any goods and services agreed in the Contract to be supplied to the Client by the Company (including any part or parts of them). Intellectual Property Rights: all patents, rights to inventions, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Any services agreed in the Contract to be supplied to the Client by the Company.
Software: any software comprised in the Goods or otherwise provided by the Company to the Client and “Microvera Limited” means Software which is proprietary to the Company.
2- APPLICATION OF TERMS
2.1 The Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Client purports to apply under any purchase order, confirmation of order, specification or other document, even if such document is referred to in the Contract).
2.2 These conditions apply to all the Company’s sales and no variation to these conditions shall have any effect unless expressly agreed in writing and signed by an executive director of the Company. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract.
2.3 Each order or acceptance of a quotation for Goods or Services by the Client from the Company shall be deemed to be an offer by the Client to buy Goods or Services subject to these conditions. No order placed by the Client shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to the Client or commences performance of the Services. Such acknowledgment of order may (but is not required to) include the following information: the Goods or Services to be supplied by the Company; the price payable therefore; such payment terms as the Company may specify; the proposed delivery date or dates; and such warranties as the Company may offer in relation to the Goods or Services.
2.4 The Client shall ensure that the terms of its order, including the description, code numbers and other details relating to the Goods or Services, and any applicable specification, are complete and accurate.
2.5 Any quotation is given on the basis that no Contract shall come into existence until the Company issues an acknowledgement of order to the Client. Any quotation is valid for a period of 30 days only from its date, or such other period as may be specified in the quotation, unless withdrawn by the Company.
3.1 The quantity and description of the Goods, or the description and scope of the Services, shall be as set out in the Company’s quotation or acknowledgement of order.
3.2 All samples, drawings, descriptive matters, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures are for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and no sale of Goods shall be a sale by sample.
3.3 the Company has the sole right to assess market changes in market conditions and modify the services and products offered to customers accordingly & without bearing any responsibility towards the customer to change or modify the minimum quality of service applied on product or service from time to time according to the aforementioned changes.
4.1 The price of the sale of goods or services to the client shall be specified in the Company’s quotation or acknowledgement of order or agreed by the Company in writing on the date the order placed by the Client is received by the Company, provided that the Company reserves the right to vary such prices to reflect at the time of delivery.
4.2 Unless otherwise stated in writing by the Company all prices quoted shall be ex-works and shall be exclusive carriage costs, insurance costs, any work not specified in the contract or quotation undertaken for the Client and any other ancillary costs in respect of which the Company shall be entitled to make additional charges.
4.3 On no account may cancellation be accepted for any order placed by the Client with the Company. Orders may be modified after prior negotiation and agreement, and any modification must be agreed between the parties in writing. Notification of any request for modification must be made in writing no later than five working days after acceptance of the relevant Order.
5.1 Payments must be made promptly based on the agreed schedule as follows: 50% at the time of signing the agreement and before commencement of work, and the remaining 50% upon the final review of the project.
5.2 Acceptable Payment. Microvera ltd. accepts only direct online money transfer from bank.
5.3 Initial Payment & Refund Policy. The Client acknowledges that initial payment of the commencement deposit (as described elsewhere) shall be non-refundable and shall be in consideration of the initial administrative actions taken by Microvera ltd.
5.4 The Company may at its absolute discretion set a credit limit for the Client and may vary any such limit from time to time by notice to the Client. If the Client reaches or exceeds its credit limit, the Company may refuse to accept further orders, or make further deliveries of Goods which have been ordered, until the Client has made such payment to the Company as shall bring the Client’s credit within its credit limit.
5.5 Payment shall be made in the currency in which the goods are invoiced and time for payment shall be of the essence. No payment shall be deemed to have been received until the Company has received cleared funds.
5.6 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.
5.7 The Client shall make all payments due under the Contract in full without any deduction or set-off whether by way of counterclaim or otherwise, unless otherwise agreed in writing by the Company.
6- COMPLETION DATE
Microvera ltd. and the client must work together to complete the project in a timely manner. We agree to work expeditiously to complete the project no later than 45 days and minimum of 15 days after the client has submitted all necessary materials (see section. Contents and Materials). If the client does not supply Microvera ltd. with complete text and graphic content for this project within 60 days of the date this agreement was signed, the entire amount of the agreement becomes due and payable. If the client still has not submitted all the required contents within 60 days after signing this agreement, an additional continuation fee of 15% of the total agreement price can be assessed for each month until the project is published, or the client cancels the project in writing. All our services that we provide during the project of the client are clearly being mentioned in the contract with the client. We do not provide any services apart from the contract. If there is any kind of delay from client side after the commencement of the project, then Microvera ltd. will not be held responsible and will not be liable to complete the project on time.
7- MATERIAL & CONTENT
7.1 Microvera ltd. is not liable for misuse of images by the Client or any other person’s copying, altering or distributing the images to individuals or other organisations.
7.2 The Client hereby agrees that all media and content made available to the Developer for use in the project are either owned by the Client or used with full permission of the original authors. The Client agrees to hold harmless, protect and defend the Developer from any claim or suit that may arise as a result of using the supplied media and content.
7.3 Essential content including text and specific images is to be supplied by the Client prior to commencement of development. Delays in delivery of content will extend time taken to complete the development. If additional content is supplied or major changes requested following the sign off the mock up, additional charges will be at an hourly rate specified.
7.4 High resolution photos and other graphic images and videos are to be supplied by the Client.
8.1 The Delivery Point for goods or services shall be the Company’s place of business or if agreed the Client’s place of business.
8.2 If the Company agrees to arrange carriage or insurance on behalf of the Client, all administration charges and expenses in connection therewith shall be invoiced to the Client and paid within 3 days of the issue of an invoice for the same by the Company unless otherwise specified by the Company on the invoice.
8.3 Any dates specified by the Company for delivery of the Goods or Deliverables or performance of the Services are intended to be an estimate and time for delivery shall not be of the essence.
8.4 The Company may deliver the Goods or Deliverables, or perform the Services, by separate instalments as agreed with the Client. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract. Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Client to repudiate or cancel any other Contract or instalment.
9.1 Any liability of the Company for non-delivery of any Goods or Services shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
9.2 Ownership of Goods shall not pass to the Client until the Company has received in full (cleared funds) all sums due to it in respect of the Goods and Services all other sums which are or which become due to the Company from the Client on any account.
Where the Company is not the manufacturer or developer of any Goods or Software, the Company shall endeavour to transfer to the Client the benefit of any warranty or guarantee given to the Company but shall otherwise give no warranty in relation to such Goods or Software.
11- LIMITATION OF LIABILITY
Subject to condition 6, condition 7 and condition 8 the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and (b) the Company shall not be liable to the Client for loss of profit, loss of business, loss of given data, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
Without prejudice to any rights that have accrued under this Contract or any other rights or remedies, Microvera ltd. has the sole right to cancel any agreement before its validity expires, in the case of the customer breaching the conditions of use, if requested by official bodies & authorities, or for any benefit of the company, and in this case, Microvera ltd. will submit a written notice to the Client at least one month in advance. The Client can request cancellation of the deal at any time by submitting two months in advance notice to Microvera ltd, in addition to all the dues payments, withdrawing the claim to any advanced payments.
13.1 The Client shall not be entitled to assign the Contract or any part of it without the prior written consent of our company.
13.2 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
14- WEB DESIGN, GRAPHIC DESIGN, DOMAIN REGISTRATION &WEBS HOSTING
14.1 Microvera ltd. will only commence work on a Project after receipt of a non-refundable, 50% deposit of the quoted Project fee from the Client. Microvera ltd. will also require 50% payment upon overall approval of the design.
14.2 Microvera ltd. shall expect the Client to carry out sufficient research before proceeding with a design. This will include checking that the idea/business will operate legally. It is important that the design is not in any way illegal.
15- SHARED SYSTEM RESOUCES USAGE
15.1 In the event that the Client’s account is shared with any other clients within the system resources, such as data processing, memory, and network resources, all above shall share equal ownership of the rights based on the type of the paid subscription. By this, the Company will inform the Client to choose between either subscription upgrade, or reduce usage of thesystem resources to an acceptable limit.
15.2 Aquad Scripts programs of all kinds (GI/PHP/ASP Scripts) can be used by the shared website at service only, and in the event of the above harmfully influenced hardware or network performance, those programs will be terminated without any prior notice. Furthermore, it is not permitted to install chat software randomly on the hosting servers of Microvera Ltd, but it can be provided within the Company’s services with or without Java scripts.
15.3 Programs as (IRC bots), (eggdrop), (BitchX), (XiRcon) or any other program that may conflict with the Service Computers tasks, are not permitted. However, a special part of the control panel will be devoted to managing those activities in a well-organized method that will not inflict harm on the network or the services’ computers.
15.4 In shared hosting accounts, Traffic rate should be distributed in the given service on a timely basis that shall not exceed 20% per month. In the event of using the whole permitted traffic level, which is totally forbidden, the Client must notify the Company in order to take the needed arrangements.
16- THE NETWORK & SYSTEM SECUIRTY
16.1 Any trial to discover any information related to the security of any component of this network, programs, or computers, including, but not limited to: the attempt without any written permission to access, use, tap or search for any components or information, move or hide some of the network security data or the usage permissions, to interfere in the services of any user, computer, or network, contact the servicing computers with the intention to penetrate or spy on the connected networks directly or indirectly, try to skip the users’ identification programs, the network or services’ security, follow the security program of any network, or to target any other systems, will be considered a violation for this deal, and it will be treated as an attempt to penetrate the network security and its programs.
16.2 Spam must be of minimum use and shall be forbidden in the case of violation of common laws, the Company’s Network, or mail receivers.
All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first-class post or sent by email to the registered office or the trading address of the receiving party or to such other address or by such other means as shall be notified by the receiving party to the other.
18- CANCELLATION OF SUBSCRIPTIONS
A subscription can be cancelled at any time by the customer. Since the subscription period lasts for 12 months and is automatically prolonged 30 days before the end of each 12-month period, a cancellation must be received by Microvera.com 30 days before the 12-month subscription period, at the latest. The unused portion of any advance payment will not be refunded. If the cancellation is not sent to Microvera.com in time, the customer is obliged to pay the subscription fee for the following 12-month period. Cancellation is possible by contacting the Microvera.com Support via e-mail. When Microvera.com has received a cancellation, the customer will be notified by email regarding the cancellation from Microvera.com. If Microvera.com chooses to terminate specific subscription types or special services, Microvera.com may cancel a subscription with one month’s notice. The subscription must in no way be used to gain unauthorized access to systems connected to the Internet. If any such activities or criminal acts come to the notice of Microvera.com, regardless of the country the laws of which underlie the violation, the subscription will be immediately terminated and Microvera.com reserves the right to pass on all relevant information to the relevant authorities. Microvera.com also has the right to annul a subscription without notice with immediate effect and without compensation or reimbursement of any kind if the customer does not abide by these Terms and Conditions, if a party wastes or abuses resources available on the Internet, disrupts the functionality of the Internet, infringes netiquette valid at any given moment, e.g. by passing on information about other people’s private affairs or in other ways inconveniencing other users of the Internet. Data from homepages and mail systems will generally be deleted seven days after termination of a subscription.
19- UNPROFESSIONAL CONDUCT
Microvera ltd. reserves the right to refuse service to, or communication with, the client should the Client engage in unprofessional conduct with Microvera ltd. or its subcontractors. Unprofessional behaviours may include but are not limited to profanity, discrimination, harassment, threats of slander, libel or blackmail, direct solicitation of its employees, or unethical practice. If a Client engages in any of these or other unprofessional practices, Microvera ltd. will halt work immediately and resolve unfinished work per the Refund Policy.
Microvera ltd. will not tolerate any form of harassment against its employees from customers or third parties and we reserve the right to cancel a contract without refund in the event of unreasonable or inappropriate conduct. This includes threatening behaviour and abuse directed towards our employees thereafter any further communication must be via postal mail only.
20- FORCE MAJEURE
No party under this agreement shall be liable for any breach of any provision of this contract arising from an act of God, natural disaster, terrorism, war, or any other occurrence beyond the control of any party.
21- AGREEMENT TO THE POLICY
You should be aware that by submitting any kind of personal details to our website, you indicate your acceptance to the terms given above. In case of any queries or concerns you are always free to contact us for further assistance.