Terms & Conditions

Plexa’s standard terms & conditions.

Last updated August 2022.

  1. Introduction

This page tells you about the terms on which you may use the website available at plexa.co.uk and mspbrandit.co.uk(“Websites”) or purchase our “services”. By using the Websites and our services, you accept the terms and agree to comply with them. If you don’t accept them, please don’t use the Websites or our services.

We’ll update these terms from time to time, so be sure to check back regularly as any updates will apply to your use of the Websites and our services. It’s important to us that you understand these terms, so please do ask if there is anything you’re unsure about!

  1. Who are we?

We are a managed service provider (MSP), that provides website development and branding services either under the Plexa or the MSP BrandIT name.  These terms apply whether you’re a client of Plexa or MSP BrandIT.

All services are provided by Plexa Ltd, a company registered in England and Wales under company number 12742110 whose registered office is at The Union Building, 51-59 Rose Lane, Norwich, Norfolk, NR1 1BY (“we” or “us”).

  1. SERVICES

 

  1. Onboarding

Before you decide to proceed with our services, we will take you through our onboarding process and you will receive our onboarding documents. These are to be read in conjunction with these terms and explains what you should expect when you work with us and will govern your relationship with us.

  1. Packages

We’ve developed a variety of website, design, branding, social media and content packages and these are as advertised on the Websites (collectively, “Packages”). All of our Packages require a minimum commitment from you of 12 months. This means you commit to paying us 12 months’ of fees and in exchange we commit to you for at least 12 months’ of services.

When you sign up to a Package, your “Fixed Term” of 12 months will start on the day you make your first payment and will automatically renew every month until you (or we) cancel your Package. All our payments are taken by a third party payment provider, currently GoCardless. You should check Go Cardless’s terms and conditions and privacy policy before making payment.

At the end of the Fixed Term, your Package will automatically renew for a further 12 months, and each 12 month period is known as “Renewal Term”.

At the end of the Fixed Term or at the end of any Renewal Term (collectively, “Term”), we reserve the right to increase your monthly fees based on our fair use policy, see below.

  1. Fair use policy and additional work

As will be confirmed to you in your onboarding document, some of our Packages operate a fair use policy. The reason is that all of our customers should be able to receive services when they need it. If your use of our services is continually excessive or unfair and means that we can’t provide our usual high level of standard to our other customers, we reserve the right to limit our provision of services to you and/or to upgrade your monthly fees, as stated in section 3A above. Don’t worry – we’ll give you advance notice of this so you can decide how you wish to proceed.

We’re flexible, so you can request any work to be done outside of your Package. If this is something you need, our standard hourly rate is £65. We’ll clock up the time spent and email you an invoice at the end of the month, taken via GoCardless. You will need to pay this in addition to your monthly fees.

  1. Payments and cancellation policy

Once you sign up to a Package, you commit to the Term and you can’t cancel part way through if you change your mind. This means that you commit to paying the monthly fee every month until the end of the Term, just as we commit to providing you with our services.

If any payments fall overdue, we reserve the right to:

  • Charge interest at a rate of 5% above the Bank of England base rate, commencing on the due date and continuing until fully paid, whether before or after judgment;
  • Suspend our services (without any liability to you); and
  • Refer the matter to debt collection and pursue you for our reasonable legal costs.

If you would like to stop your Package from automatically renewing to another Term, you must serve on us 30 days’ written notice of your intention to cancel before the end of the Term. Please see Section 5B for our notice requirements.

  1. Our responsibility

We will provide our services to you with reasonable care and skill expected of an MSP. We will endeavour to respond to critical requests within 48 hours and non-critical requests within 7 working days. As a general guideline, the below sets out what would be considered critical vs non-critical:

CriticalNon-critical

Website down/not working

Email not working

Security Issues

Website updates

Grammar / Spelling errors in branded material

General Enquiries

Caching Issues with website

Where we provide reseller services to you, we reserve the right to update these terms from time to time to reflect any changes within the reseller hosts’ terms and conditions.

We won’t be undertaking any SEO tasks as part of our service.

As we will be working closely with you, it is crucial that we have a strong relationship built on trust and mutual respect. In the most extreme of cases, we reserve the right to terminate your Package without liability to you if you become disruptive, abusive, repeatedly fail to meet deadlines, are difficult to work with or upon violation of these terms. If this happens, we will refund you the fees for any services not yet provided to you and will assign the intellectual property rights to any deliverables we have created on your behalf.

  1. Your responsibility

It’s your responsibility, when we request it, to provide us with any and all information, content, documentation, we need to perform our obligations under these terms. You’re also completely responsible for the content, accuracy, and completeness of the things you provide us. We reserve the right to reject any content that we consider obscene, pornographic, offensive, defamatory, threatening, incites violence, or which we suspect is in breach of another’s intellectual property rights.

You understand that it is down to you if you impact our ability to provide the services due to your delays and so we ask for your full and timely cooperation at all times. We won’t be chasing or reminding you, so the onus is on you to keep organised and efficient.

You warrant to us that you own or are the licensee of any content you provide us, including but not limited to text, photographs, images or fonts. You shall indemnify us against all damages, losses, and expenses arising out of any claims or proceedings brought by a third party for the infringement of its intellectual property rights by any part of the website or branding we create or supply you as part of your package.

  1. Intellectual property rights

As part of the Package, we will likely be creating something for you, whether it is a website, website copy, blog posts, social media posts, design services or branding. In these terms, anything we create for you may be referred to as “deliverables”.

For us to provide the services to you, you grant us a non-exclusive, non-transferable, non-sublicensable, royalty free licence to use the intellectual property rights in your content, branding, trademarks. Nothing in these terms transfers any intellectual property rights from you to us.

During the Fixed Term, we are the owner of the deliverables we create for you under your Package and we licence these to you. This is an exclusive, non-transferable, non-sublicensable, royalty free licence to use the deliverables for your own sole use, but you are not permitted to license, sell, rent, lease, transfer, assign, distribute, exploit or otherwise make the deliverables available to any third party, whether for commercial or personal purposes.

At the expiry of the Fixed Term, whether you continue to renewal, we automatically assign all intellectual property rights in the deliverables to you.

Please note, however, that the layout and design of the website we create for you exclusively relates to that website and you cannot reproduce, repurpose or sell that layout and design for use on another website without our consent.

  1. Disclaimers

We can’t guarantee that you will achieve your business goals having paid for a Package and we make no guarantees as to website traffic once we have created your website.

SEO isn’t an exact science and there’s certain things that we just can’t control or guarantee. Where we make your website SEO friendly under your Package, you understand that:

  • The times websites appear on search engine listings will vary and so we can’t guarantee that your website will appear immediately on the search engine or that its ranking will change immediately from the position it was before we undertook our services.
  • We can’t control search engines and so we can’t guarantee that the search engines won’t change their policies or functionality in a way that will have a negative effect on your website’s ranking following our services.
  • We can’t accept any responsibility for any negative effect on your website’s rankings resulting from yours or any third parties’ activities, such as changes to the website which we didn’t do.
  • We can’t accept any responsibility for any negative effect on your website’s rankings resulting from us replacing your existing website with a new one that we build for you.
  • We can’t guarantee after the completion of your website that it will appear in the top search results on the search engine.
  1. Liability

We are not liable to you for:

  • any damage to software or hardware
  • any damage to or loss of data, including where we provide reseller services
  • any loss of profit, anticipated profits, revenues, anticipated savings, goodwill, or business opportunity
  • any damage or losses caused by hacking of your website
  • any indirect or consequential loss or damage.

Nothing in these terms excludes any liability under the law that can’t be excluded, including death or personal injury caused by negligence.

Our liability under these terms is limited to twice the fees you pay for our services in the 12 months preceding a claim.

  1. WEBSITES

 

  1. Use of the Websites

You have permission for temporary use of the Websites, but we can withdraw or change our service at any time without telling you and without being legally responsible to you. Only use the Websites as allowed by law and these terms. If you don’t, we may suspend your usage, or stop it completely.

We frequently update the Websites and make changes to them, but we don’t have to do this. No material on the Websites is intended to contain advice, and you shouldn’t rely on them. We exclude all legal responsibility and costs for reliance placed on the Websites by anyone.

You are prohibited from posting or transmitting to or from the Websites any material:

(a)        that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience;

(b)        for which you have not obtained all necessary licences and/or approvals;

(c)        which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party in the UK or any other country in the world; or

(d)        which is harmful in a technical sense (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).

You may not misuse the Websites (including, without limitation, by hacking it). We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or locate anyone posting any material in breach of this section.

We do not make any warranty to you that the Websites will be uninterrupted or error-free and while we will use commercially reasonable endeavours to ensure the Websites are available 24/7, we cannot guarantee it and we are not liable for any downtime or where the Websites are unavailable to you.

  1. Our legal responsibility to you

We don’t guarantee the accuracy of material on the Websites, nor do we make any guarantees as to the timelines, performance, completeness or suitability of the information and materials found on the Websites for any particular purpose. As far as legally possible, we exclude legal responsibility for the following:

  • Any loss to you arising from use of the Websites; and
  • Loss of income, profit, business, data, contracts, goodwill, or savings.

We also exclude, as far as legally possible, all terms and warranties or promises implied by law or by statutes. We do not exclude legal responsibility for death or personal injury owing to our negligence, or legal responsibility for fraud or fraudulent misrepresentation, or for anything else where exclusion is not allowed by the law. We reserve the right at any time to modify or discontinue any of the products and services without notice at any time.

  1. Intellectual property rights

We are the owner or licensee of all intellectual property rights in the Websites (for example the copyright and any rights in the designs) and in any of the material posted on them. They are protected by copyright.

You acknowledge that you are prohibited from copying, disassembling, reverse decompiling or saving the same, in any manner or any form whatsoever, by any means whether electronic, manual, mechanical, digital, optical, photographic, or otherwise any of our intellectual property to pass of as your own for the purpose of redistribution, dealing or reselling of the products or services.

If you breach these terms, you lose your right to use the Websites, and must destroy or return any copies of our digital content or products you have made.

  1. Uploading to the Website s

Material that you upload will be regarded as non-confidential and not owned. This means that we can copy it, distribute it, and show it to other people for any purpose. You agree that if anyone else claims to own the material, or says that it breaches their rights, we can give them your identity.

We won’t be legally responsible to anybody for the accuracy of material that you upload to the Websites and we can remove it at any time.

This section does not apply to any personal data you input into the Websites, which will be handled in accordance with our privacy policy, available on our Websites.

  1. Computer offences

If you do anything which is a criminal offence under the Computer Misuse Act 1990, your right to use the Websites will end straightaway. We will report you to the relevant authorities and give them your identity. Examples of computer misuse include introducing viruses, worms, Trojans and other technologically harmful or damaging material.

You must not try to get access to the Websites or servers or any connected database or make any ‘attack’ on the Websites. We won’t be legally responsible to you for any damage from viruses or other harmful material that you pick up via the Websites.

  1. Links to and from the Websites

You are allowed to make a legal link to the Websites’ homepage from your website. We can end this permission at any time. You must not suggest any endorsement by us or association with us unless we agree in writing.

Links from the Websites to other websites are for information only. We don’t control them and don’t accept responsibility for other websites, or any materials found upon them or any loss you suffer from using them.

  1. GENERAL
  1. Privacy

All personal data that we may use will be collected, processed, and held in accordance with the provisions of the UK Data Protection Act 2018. For complete details of our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of your rights and how to exercise them, and personal data sharing (where applicable), please refer to our privacy policy, available on the Websites.

  1. Notices

If you need to serve a notice on us, it will be deemed sufficiently given if sent by email, and the time of delivery shall be the time of transmission. Please email us using the contact address at Section 5I (below) and we will serve any notice to the email you provide to us on signing up. This doesn’t apply to the service of legal proceedings. Please let us know of any of your contact details change so we can update our records.

  1. Force majeure

We will not be liable to you for our failure or delay in carrying out our obligations under these terms which are caused by an event beyond our reasonable control, which we could not have foreseen, or which was unavoidable. This includes acts of God, war, terrorism, civil unrest, explosions, mechanical breakdown, natural disasters, deliberate damage, epidemic, pandemic, government rules or guidance, or failures of suppliers or sub-contractors to do what they are supposed to.

  1. Assignment and variation of terms

We may transfer our rights and obligations under these terms to another organisation.

We change these terms from time to time and you must check them for changes because they are binding on you.

  1. No waiver

If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking your contract with us, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

  1. Third party rights

Unless it expressly states otherwise, these terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

  1. Entire agreement

These terms, our privacy policy and our onboarding documents, constitutes the entire agreement between you and us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between you and us, whether written or oral, relating to its subject matter.

  1. Governing law and jurisdiction

These terms and any non-contractual obligations arising hereunder, shall be governed by, and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.

  1. Contact Us

Please email us if you have any issues:

Plexa – hello@plexa.co.uk