MMT Ltd

Standard Terms & Conditions for Websites, CD ROMs & New Media
Applications

The client is bound by the acceptance of the following terms and conditions. 

1. Introduction: 

This document sets out the terms and conditions that govern the Services and Works, and
should be read in conjunction with the Letter of Appointment, Project Specification and, if
appropriate, the Licence Agreement. All of these documents together form the Agreement
between MMT and the Client, and by using or continuing to use the services of MMT the
Client agrees to be bound by these terms and conditions, and if appropriate, by the Licence
Agreement. These terms and conditions may not be varied unless by written agreement
between the parties, and signed, in the case of MMT, by a director. These terms and
conditions and, where appropriate, the Licence Agreement, supersede all previous
agreements and understandings between the parties. MMT will provide the Client, on the
terms and conditions hereinafter specified, with the Services and/or Works set out in the
Project Specification or Proposal. 

This Agreement shall be deemed to have been made in England and shall be governed by
the laws of England and the parties hereto hereby submit to the non-exclusive jurisdiction of
the English Courts.

2. Definitions

MMT Ltd ("we", "us"): operates from the United Kingdom worldwide and is an internet and
new media service provider, and as such strives to offer the best of these services to the
client or customer. MMT Ltd has its registered office at Glaston Hall, Spring Lane, Glaston,
Oakham, Rutland LE15 9BZ. Registration number: 3681297. VAT number: 638 5654 05.
Client (“they”): The person, partnership, firm or corporate body together with any subsidiary
or associated company as defined by the Companies Act 1985 to whom MMT Ltd provide
Services and/or Works under the Agreement.
Services: All services provided by or on behalf of MMT Ltd in fulfilment of the Project
Specification or Proposal.
Design Elements: Design and certain design features (including but not limited to the layout,
fonts used, structures, organisation and backgrounds) used in the fulfilment of the Project
Specification or Proposal.
Letter of Appointment: A letter sent by MMT to the Client for the Client to sign confirming
that the Client has appointed MMT to provide the Services and/or the Works, or a Purchase
Order.
Licence Agreement: The agreement governing a Licence granted by MMT to the Client in
respect of MMT’s Rearview software.
Project Specification or Proposal: The document which details the Client’s requirements in
respect of the extent, scope, cost and timetable of the Services and/or Works. 
Agreement: The combination of the Letter of Appointment, these terms and conditions, the
Project Specification and, where appropriate, the Licence Agreement.
Charges: The fees and charges of MMT for the provision of Services and/or Works as set out
in the Project Specification.
Date of Agreement: The date the Letter of Appointment is signed by the Client or a Purchase
Order is received by MMT from the Client.
Date of Delivery: The date on which the Services and/or Works are made available to the
Client.
Date of Acceptance: The date on which the Client either confirms in writing to MMT that it
has undertaken the Acceptance Test and is satisfied that the Services and/or Works meet
with the Project Specification or, where the Client provides neither such written confirmation
nor other advice to suggest that the Services and/or Works fail to comply with the Project
Specification, 5 working days after the Date of Delivery.
Acceptance Testing: The process performed by the Client to determine whether the
Services and/or Works perform in accordance with the Project Specification, commencing
from the Date of Delivery.

3. Commencement, term, services, works, approvals and supply of data

Services and Works: MMT will provide the Client, on the terms and conditions hereinafter
specified, with the Services and/or Works set out in the Project Specification.
Commencement and Term: The Agreement shall commence from the date the Letter of
Appointment is signed by the Client, and shall subsist for the period specified in the Letter of
Agreement. 
Approvals: The Project Specification or Proposal sets out the timetable for the delivery of the
Services and/or Works, and specifies deadlines for the approval of key stages by the Client. If
the Client delays the approval of key stages of the Services and/or Works, the schedule and
workload may be affected. MMT reserves the right to increase the Charges for any such delay
or increase in workload.
Supply of data: The Project Specification or Proposal sets out the data formats and deadline
for the supply of data by the Client. If the Client supplies data late or in the wrong format, the
schedule and workload may be affected. MMT reserves the right to increase the Charges for
any such delay or increase in workload. 

4. Charges and Terms of Payment

The fees and charges of MMT for the provision of Services and/or Works will be as set out in
the Project Specification or Proposal. Invoices will be raised at various stages as agreed with
a % of the total cost payable at each stage. Where charges are payable on a monthly or
annual basis MMT reserves the right to vary the Charges each year on the anniversary of the
Date of Agreement. MMT reserves the right to restrict access to the Client’s website if any
monies remain unpaid for sixty days or more.
Charges are net of VAT (or such other sales tax as may be applicable), which shall be added
to MMT invoices and paid by the Client. In addition to the Charges, MMT reserves the right to
recover at cost any out-of-pocket expenses incurred in discharging its contractual obligations
under the Agreement provided such amounts have been agreed in writing by the Client.

5. Confidentiality

Each party undertakes to treat as confidential any information relating to the other party’s
respective business affairs, products and services, methods or techniques and its customers’
affairs as follows:

to keep confidential all information, written or oral, concerning the business and affairs of the
other party, its products and services and its customers that the receiving party shall have
obtained or received as a result of the discussions leading up to or on the entering into or
performance of the Agreement; not to disclose (except with the other party’s express written
consent) such information in whole or in part to any other person save those of its employees
involved in the implementation of the Services and/or Works and who have need to know the
same; and to use such information solely in connection with the implementation of the
Services and/or Works or for generic product research and not for its own benefit or the
benefit of any third party.

Both parties agree that the obligations of confidentiality heretofore described are binding in
perpetuity and as such survive the term of the Agreement.
The following information shall not be subject to the duty of confidentiality: information in the
public domain at the time of disclosure or which, after disclosure, enters into the public
domain through no fault of the receiving party; information already in the possession of or
already known to the receiving party at the time of disclosure by authorised and lawful means;
and information which is required to be disclosed by applicable law or regulation, in which
case the disclosing party shall promptly notify the other party (if permitted by law) of the need
to disclose.

6. Warranty

The Client will be relying on MMT’s skill expertise and experience in digital design and e-
commerce. MMT warrants that it will perform the works required to implement any relevant
software, and all other services pursuant to the Agreement including modifications to its
functionality to reflect requirements set forth in the Project Specification with reasonable skill
and care and in a proper and professional manner. Subject to compliance by the Client with
its obligations under the Agreement, MMT will use all reasonable endeavours to provide the
Services and/or Works within the period specified in the Project Specification. 

Subject to compliance by the Client in regard to the supply of data pursuant to condition 3,
MMT warrants that the Works will provide the facilities and functions as defined in the Project
Specification, and that all user manuals and guide documentation will, in conjunction with on-
site training, provide adequate instructions to enable the Client to make proper use of such
facilities and functions.

MMT warrants that it and/or any sub-contractor engaged by it to undertake any part of the
works provided for under this Agreement will comply with all relevant provisions of the Data
Protection Acts 1984 and 1998, and any statutory modification or re-enactment thereof or any
regulations and statutory instruments made pursuant thereto from time to time in force. 

The Client acknowledges that MMT has no responsibility to the Client beyond the activities
specified within the Agreement and that MMT bears no responsibility to the Client regarding:
the commercial transactions accommodated by the Works, and the manner in which the
Services and/or Works are employed.

MMT makes or includes no representations, terms, conditions, warranties or guarantees other
than those specifically contained in the Agreement and in no circumstances shall MMT be
liable (whether in contract or in tort save in respect of death or personal injury arising out of
the negligence of MMT, its servants or agents) for any indirect or consequential losses
(including without limitation loss of profit or of business opportunity) suffered by the Client
while using the Services and/or Works. Without prejudice to the provisions of this condition,
the maximum liability of MMT under or in connection with the Agreement in respect of any
claim or claims by the Client against MMT in any one year of the Agreement giving rise to a
liability of MMT hereunder whether for breach of the Agreement or breach of statutory duty
negligence or otherwise (but other than in respect of death or personal injury arising out of the
negligence of MMT, its servants or agents) shall not exceed the total sum payable by the
Client under condition 4.

7. Suppliers, controllers and sub-contractors

MMT Ltd makes every effort to select the best tier-one providers as our select partners in
issuing services to our clients. Where MMT Ltd itself is unable to directly produce tangible
goods or intangible tertiary services for direct supply to the consumer, we reserve the right to
source what we believe to be the most suitable subcontractor or supplier to produce or
provide these for us. However, whilst we will make every effort to ensure the supply rate or
quality of these products or services are to high industry standards, we cannot guarantee, and
will not be held responsible for, any loss of service or temporary degradation in service
quality. An accurate case study is the supply of our Internet bandwidth for our server hosting.
Our industry is prone to the risks of IT hardware failure and whilst we and our suppliers spend
sizeable funds on ensuring the risk of temporary loss of service is low, we cannot ever
guarantee 100% uptime on website hosting. As of 1st March, 2001 no company worldwide
offers '100% uptime' on server hosting, to the best of our knowledge.

In performance of the Agreement, MMT may sub-contract some services to third parties,
whose name and place of business will be notified if required, provided that before such sub-
contracting takes place, MMT shall procure that any such sub-contractor shall have agreed to
assign all of its intellectual property rights in the works it undertakes to the Client and to
maintain confidentiality in the form as set out in condition 5.

Once work is completed at various stages under contract, amendments will not necessarily be
carried-out free of charge. Charges will apply in the normal course of business for the number
of hours and/or normal separate costs that MMT Ltd would normally require for the services
carried out in adding or amending any data or work.

8. Acceptance Testing

The Client will undertake a programme of testing which it will devise and execute for its own
part to ensure that the Services and/or Works operate in accordance with the Project
Specification or Proposal. The Acceptance Testing period shall be for a maximum period of 7
days following the Date of Delivery, during which period: where the tests demonstrate that the
Services and/or Works are not capable of achieving the results indicated in the Project
Specification or Proposal, the Client will complete an error log detailing the fault and the
circumstances in which it arose. 

The Client shall undertake to channel all requests for advice and for diagnosis of faults in the
Services and/or Works through one designated member of its staff (and in the absence of that
individual through a nominated deputy), and shall use all reasonable endeavours to
aggregate requests for advice where the matters are not of an urgent nature.

Prior to placing requests to MMT for advice or the diagnosis of faults in the Services and/or
Works, the Client shall consult the error log to endeavour to determine whether the fault has
previously been encountered, and whether the resolution of the matter lies within the
capability and experience of the Client. 

The Client recognises that where MMT is requested to investigate reported faults which do
not arise as a result of errors within the Services and/or Works or a failure on the part of MMT
to perform the Services in accordance with reasonable levels of care and skill, requests for
support may at MMT’s discretion attract such charges as MMT shall consider fair and
reasonable in the circumstances.

MMT will use all reasonable efforts to respond to an error log in a reasonable timescale.

The Client shall be entitled to require MMT to remedy any faults, and have a further period in
which to test the Works after MMT has attempted to remedy the faults within a reasonable
period.

The Client acknowledges that any changes to the Works required subsequent to the Date of
Acceptance should be notified to MMT in writing and will be subject to the man day charges
as set out in the Project Specification.

Following the period of Acceptance Testing and save where the Client has notified MMT that
the Works do not meet with the Project Specification, the Client will within 5 working days of
the completion of the Acceptance Testing acknowledge in writing to MMT its acceptance of
the Works. 

Where the Client identifies errors in the Works which are as a result of a failure by MMT to
perform the Services in accordance with reasonable levels of care and skill subsequent to the
Date of Acceptance, MMT undertakes to correct such errors at no cost to the Client but
MMT shall in no circumstances be liable to the Client for indirect or consequential loss of any nature
whatsoever whether for loss or profit, loss of business or otherwise which might occur as a
consequence of such errors or generally. All reasonable efforts will be made to rectify faults
as soon as possible.

9. Computer virus, security and statutory responsibility

Both parties recognise that it is possible for software to be produced that could corrupt
software used in the Services and/or Works including the operating software. Such corruption
of software may remain dormant and will not necessarily be found during a period of
Acceptance Testing by the Client. Such corruption, which for the purposes of this clause shall
exclude bugs or other errors, shall be termed "a Virus" or "Viruses".

MMT warrants that it has used all reasonably feasible endeavours during the development
and modification of the Works to ensure that no Viruses are coded or introduced to the
system. Both parties undertake that, prior to sending any data files to the other party, a
vigorous check will be undertaken and they will use all reasonably feasible endeavours to
ensure that all such files are free from all known viruses. 

Both parties agree in the event that a Virus is found and is proven to be the responsibility of
the other party that the offending party will use at their own expense best endeavours to
assist the other party in reducing the effect of the Virus, and particularly in the event that a
Virus causes loss of operational efficiency and/or loss of data to assist the other party to the
same extent to mitigate such losses and to restore the other party to its original operating
efficiency.

When on the Client's premises, employees and sub-contractors of MMT shall observe the
Client's Health & Safety and Security Rules, and when access to the Client's systems is
required this shall be granted subject to MMT observing the Client's system security rules and
procedures and using such access for the purposes of giving effect to the Agreement and for
no other purpose.

The Client acknowledges its sole responsibility for ensuring that the Services and/or Works
should be employed in a manner that satisfies all local legal requests requirements or
regulations, including the rights of access of consumers in relation to the provisions of all
legislation and regulations pertaining to data protection.

 

10. Termination, force majeure and service of notice

Either party will be entitled to terminate the Agreement forthwith on written notice to the other
if the other party is guilty of any material breach of the Agreement which has not been
remedied to the reasonable satisfaction of the innocent party after the giving by that party of
not less than 30 days written notice to that effect. In the event of termination due to breach by
the Client, all payments previously made or invoiced or then due under the terms hereof but
not yet invoiced will be unaffected and remain payable.

Either party may summarily terminate the Agreement at any time if the other party has a
bankruptcy order or interim order made against it or becomes insolvent or suffers any
execution or distress or any form of diligence or seizure to be levied or effected on or against
the other party's premises or assets or being a company goes into liquidation or
administration or has a receiver appointed save for the purposes of any solvent
reorganisation, amalgamation or reconstruction.

A party shall not incur any liability to the other party for any loss or damage sustained by that
other party arising directly or indirectly from the failure of the first mentioned party to so
perform its rights and obligations under the Agreement to the extent to which this is directly
attributable to a cause beyond the reasonable control of the first mentioned party including
acts of public enemy, war, riots, civil disturbances, insurrections, accidents, fire, explosions,
earthquakes, floods, the elements, or any law, order or requirement of any national, local or
other competent authority passed or made after the date hereof.

Each party will give immediate notice to the other upon the occurrence of any disabling event
and will use all reasonable endeavours to minimise the duration of any such event.

Any notice, demand or communication which is required to be given under the Agreement
shall only be effective on receipt thereof, shall be in writing signed by the party giving the
same or any agent of such party and may be delivered to, sent by certified postage, by hand,
or by facsimile transmission in a legible format to the address or addresses which appear
herein as the address or addresses of the party or parties to be served or the last known
address of such party.

MMT acknowledges that it is of paramount importance to the Client that the security of the
Works are not compromised and particularly that confidential information regarding its
customer personal details and credit card details are kept secure. To that end MMT shall use
all reasonable endeavours to ensure that the Works shall be configured and operate in such a
way as this information shall be kept and remain secure and available only to the Client and
its authorised agents, but otherwise gives no warranty in this regard.

11. Intellectual Property & Copyright

MMT Ltd produces server-side scripting and programmatic source code ("software") for the
running of a number of services for our clients, for instance the operation of Web sites. All
source code by default is copyright MMT Ltd, and unless under the terms of a negotiated non-
disclosure agreement will not be viewable by clients. Source code and server-side scripting is
valuable far beyond the price of a contract and as such we must protect the investment of
time held within our programmatic products.

All software provided to the client by MMT Ltd is granted under licence, which the client
agrees to be bound by. The client does not own the software, rather a licence to use it in
accordance with the terms of the agreement itself. Unless negotiated separately, at which
point additional or amended terms may be discussed, the client does not own the rights to
duplicate the software in any form be it for backup or the de-compilation or segmentation of
any services provided by the software, or any other use of the software excepting those set-
out in the licence.

MMT declares and undertakes that (subject as hereinafter provided) all rights, title, interest
and goodwill (“the Rights”) in and to the Services and/or Works shall belong exclusively to the
Client.

To the extent that any of the Rights do not vest automatically in the Client as and when
created MMT irrevocably and with full title guarantee assigns the Rights to the Client (and
where appropriate by way of present assignment of future copyright) and all other rights and
interests in and any other protection recognised by law throughout the world in and to the
Services and/or Works for the full duration of such rights and all periods of renewal and
extension of them.

MMT irrevocably appoints the Client to be its attorney or agent in its name and on its behalf to
do all such acts and things and to sign all such deeds and documents as may be necessary in
order to give the Client the full benefit of the provisions of the Agreement and, in particular but
without limitation of this clause, MMT agrees that, with respect to any third party, a certificate
signed by any duly authorised officer of the Client that any act or thing or deed or document
falls within the authority hereby conferred shall be conclusive evidence that this is the case.

Until such time as the Rights are assigned to the Client pursuant to the terms of the
Agreement (or otherwise), the Rights that are created by MMT shall remain vested in MMT
and MMT hereby exclusively licences the Client to use such Rights as it requires for the
conduct of its business without charge. MMT shall not itself (save in connection with the
Agreement) or permit any third party to use such Rights during the subsistence of the
Agreement or thereafter.

All data that is accumulated directly or indirectly from the Services and/or Works, and/or and
any database derived therefrom (together, “the Data”) shall belong exclusively to the Client
and MMT shall not use it in any way without the prior written consent of the Client. MMT
assigns to the Client by way of future assignment all of its rights of whatever nature in the
Data.

MMT warrants that all personnel performing any services for MMT shall be either its
employees or its sub-contractors and that, under the contract of employment or of
engagement (as the case may be) of each, any Rights arising out of or relating to work done
by that person for MMT will vest or will be caused to vest in MMT and that employees and
sub-contractors will have no title right or interest whether legal or beneficial in any such rights.

MMT warrants and represents that MMT will be the sole beneficial owner of all of the Rights in
the Work conceived originated or made by the MMT’s personnel and sub-contractors during
the course of the provision of the Services and that MMT will be free to assign such rights to
the Client pursuant to the Agreement without any third party claims liens charges or
encumbrances of any kind.

The obligations of the parties under this clause shall survive the expiry or the termination of
the Agreement for whatever reason.

It is expressly agreed between the parties that the provisions set out in this condition shall not
apply or have any effect until payment for the Services has been made in full (and without
deduction or set-off) by the Client and that all Intellectual Property Rights in the work shall
remain vested in MMT without obligation to grant a licence or licences for the use thereof to
the Client until such payment has been made.

12. Indemnification and liabilities, transfer, and amendments or
additions

The client is responsible for the content of all material delivered through our services. The
client is responsible for all liabilities arising out of their use of their hosted website, including
contractual, tax, and regulatory liabilities. The client agrees to indemnify us for any costs,
expenses or liabilities we incur due to their use of the service or their website. We reserve the
right to remove any information we deem to be in breach of any of these terms and conditions
without warning and/or to make available such information when required to do so by law or
when requested to regulatory bodies or law enforcement organizations. In any event, we shall
not be liable for any loss of profits or consequential or economic loss of any kind. Our liability
will not exceed, in any circumstances, the amount paid by the client to us pursuant to this
agreement. 

The client may not assign, sub-contract, transfer or otherwise dispose of any of their rights or
obligations under these terms and conditions without our prior consent. 

The client understands that at any point we may alter by amendment or by appending to
these terms and conditions, without necessarily directly informing the relevant users or
customer base. The existence of these terms and the client’s bindings to them represent the
fact that it is the client’s responsibility to understand and keep abreast of what clauses are
stated here. If at any point the client feels they cannot abide by or do not agree with terms
stated here, if the client is an existing customer of MMT Ltd they should contact us
immediately by phone or by e-mail. If they are not yet a customer of MMT Ltd they are not
permitted to view the contents of this website. 

13. Announcements and general points

Unless otherwise specified in writing by the Client, MMT shall be permitted to make
announcements or statements regarding the fact that it is undertaking or has undertaken work
for the Client. Such announcements or statements might include images used in the provision
of the Services and/or Works.

Such announcements or statements might take the form of press releases, sections of the
MMT website, MMT printed literature and other marketing material. MMT will notify the Client
in advance of each such intended use of the Client’s name and images, giving sufficient
notice to allow time for written objections to be made by the Client. MMT shall take all
reasonable account of such objections.

The Client agrees to acknowledge MMT as the provider of the Services and/or creator of the
Works by the placing of the MMT logo in a position to be agreed in writing. Solely for the
purposes of giving effect to this condition and for no other purpose, each of MMT and the
Client hereby freely licence the other to use its respective trade mark(s) (whether registered
or not) or trading name(s).

The Agreement sets forth the entire understanding of the parties with respect to its subject
matter. Any previous agreements or understandings between the parties regarding its subject
matter are superseded by the Agreement.

All representations, warranties, terms and conditions of the Agreement shall be binding upon
and inure to the benefit of and be enforceable by the respective legal representatives,
successors, and assigns of the parties hereto. 

Neither party shall assign the Agreement without prior written consent of the other party,
which consent shall not be unreasonably withheld upon any change of control in or transfer of
the business and assets of the party wishing to assign.