Terms & Conditions
TERMS AND CONDITIONS
THIS IS US.
My Mustard is a limited company registered in England under company number 06954106 whose address is 87a High Street, The Old Town, Hemel Hempstead, Herts HP1 3AH.
DEFINITIONS. The following definitions are used in these Ts&Cs (and in the Proposal):
Confidential Information: means all information obtained by one party from the other as a result of the contract where it is:
clearly confidential; or
confirmed in writing as confidential within 7 days of its disclosure;
Consultants: means employees or sub-contractors engaged by us from time to time to provide the Services;
Third Party Supplier (TPS): means any or all of the following suppliers of internet services:
Google Ireland Limited;
LinkedIn Ireland U.C.;
Facebook Ireland Ltd;
SurveyMonkey Europe UC
The Rocket Science Group LLC d/b/a MailChimp
Eventbrite Operations (IE) Ltd
Xero (UK) Limited
Crazy Egg, Inc.
Creditserve Business Information Ltd
or any holding company, or subsidiary, of the TPS, or any associated company of such holding, or subsidiary, company;
TPS Terms: means the terms and conditions of the various TPS available at:
or as supplied to you by us (and any variation or update to such terms as shall be made available by the TPS, or supplied to you by us, from time to time).
THE PROPOSAL. We will provide you with a written notice setting out what we have agreed to do for you (Services), how much and how often you will pay us (Charges), and the minimum period during which we will provide you with the Services (Initial Term) (this written notice is called a Proposal). Your bespoke Proposal and these Terms and Conditions (Ts&Cs) form the basis of a binding contract between us.
THE CONTRACT. Once you let us know you accept the Proposal we will contact you to confirm the date on which we will start providing the Services. At that point in time the contract is formed and we will both be bound by these Ts&Cs and the Proposal. A Proposal is only open for acceptance for 30 days from its delivery. If you would like us to resubmit a fresh Proposal after that time then please get in touch.
OUR PROMISES. We will use reasonable endeavours to carry out the Services in accordance with the Proposal, and in a timely and professional manner, with reasonable skill and care. We do not provide any promises or warranties regarding the outcomes you may expect from the Services (even if you have told us about them).
THE TERM. We will carry out the Services during the Initial Term. After the end of the Initial Term we agree to continue to provide the Services and you agree to continue to pay the Charges (and each of us agrees to be bound by these Ts&Cs and the Proposal) until one of us gives the other at least 1 calendar months’ notice of termination (to end at midnight on the last day of the month following the month in which the termination notice is served – e.g. serve your notice on 19th June and the contract ends at midnight on the 31st July).
DELAY. You will provide us with all reasonable and necessary assistance, access and information that we may ask for to enable us to carry out the Services. If you (or anyone acting on your behalf) does not, or is slow in providing us with help, then we may not be able to carry out the Services, or they may be delayed. We will not be liable for such delay or failure, nor for any increased cost or other consequence of such delay or failure. We will not be liable if we are prevented from providing the Services due to matters beyond our reasonable control (e.g. failure of the Internet or interruption to the TPS services).
THE INFORMATION. You are responsible for the accuracy and completeness of all assistance and information you supply to us. If you supply us with information, documentation or data from others then you are also responsible for this material, as if it were your own. You will obtain all permissions necessary for us to use that information, documentation or data. You will indemnify us against any loss, damages, or claims made by other parties in respect of our use of such information or materials for the purposes of the contract.
By entering into an agreement with us you authorise us to act as your agent to agree and enter into TPS Terms on your behalf.
You confirm that you have read, understood and agree to the relevant TPS Terms.
You consent to be primarily liable to pay all of the TPS’s fees and charges.
You also agree to carry out all the obligations of “the customer” as set out in the relevant TPS Terms.
You will indemnify us against any loss from claims made by or on behalf of any TPS which result from your actions, or failure to act, in relation to the TPS Terms.
It is your responsibility to check on the most up to date version of the TPS Terms. We will let you know if and when we are notified of any changes.
You agree that you are entering into a separate direct contract with each TPS under the relevant TPS Terms and that any failure or delay by any TPS does not affect your responsibility to pay our Charges. We are not responsible for the performance or breach of any obligation of a TPS under their contractual terms.
You confirm that you have carried out your own research as to the suitability of each TPS for your requirements. We give no warranty nor do we make any representation as to the services provided by each TPS and we expressly exclude any liability for any action, or failure to act, by any TPS.
THE CHARGES. You will pay us the Charges as set out in the Proposal both during the Initial Term and for any period during which we supply the Services. Please note:
We may, once a year, vary our Charges but we will give you at least 30 days’ notice of any changes.
You will pay VAT, at the prevailing rate as specified on our monthly invoices, in addition to the Charges.
If it says so on the Proposal you will pay all of our reasonable travelling, subsistence and other notified expenses properly incurred in providing the Services.
If you do not pay us the Charges, in full (including any TPS charges), on time we can stop providing the Services (or at our choice suspend their provision) but you will still be obliged to pay all the Charges, including but not limited to those due for the entire Initial Term, or due for the notice period (as relevant). On termination payment will be due immediately.
If you do not pay any invoice within 7 days then (without prejudice to our other rights and remedies) we will be entitled to suspend our Services, or end our arrangement to supply you with Services, without notice.
We may also charge interest on any overdue amount at the rate and in the manner set out under the Late Payment of Commercial Debts Regulations 2013 (or any supervening legislation).
CONFIDENTIAL INFORMATION. We both agree not to disclose or communicate to any person (other than to those who need to know it to perform the Services) any Confidential Information belonging to the other which we become aware of in the course of providing (or receiving) the Services. This promise lasts both during and after the time that the Services are provided. This promise does not apply to Confidential Information which:
Comes into the public domain otherwise than through unauthorised disclosure;
Is already known to the party to whom it is disclosed prior to the start of the Services;
Is independently discovered or developed by the other party;
Is lawfully acquired from another party who owes no duty of confidence;
is required to be disclosed by a court of competent jurisdiction, or by a government or regulatory authority, or where there is a legal right, duty, or requirement to disclose it.
CONSULTANTS. We are entitled to engage Consultants to assist in the provision of Services. Other than that exception neither of us may assign, sub-contract or transfer any of its rights or obligations under these Ts&Cs without the consent in writing of the other; such consent not to be unreasonably withheld or delayed. We each confirm that we do not intended to give any rights to any others under the contract for Services, therefore the Contracts (Rights of Third Parties) Act 1999 shall not apply.
TERMINATION. In addition to our right to suspend or end our obligation to provide the Services to you, as written into these Ts&Cs, either of us may bring the contract to an end:
On written notice, if the other has a receiver or administrative receiver appointed, or passes a resolution for winding up, or a court makes an order for winding up or dissolution of the other party, or the other party becomes subject to an administration order, or enters a voluntary arrangement with its creditors, or ceases to or threatens to cease to carry on in business;
if the other party is in material breach of these Ts&Cs and (if the breach is capable of being brought to an end) has failed to bring that breach to an end within 7 days of a written notice being served.
AFTER TERMINATION. Termination will not affect any accrued right or liability of either party. Immediately on termination you will pay all Charges that are due (including those that fall due for the remainder of the Initial Term, or the period of notice, as the case may be). On termination, we will return any documents or other materials that we hold on your behalf.
Except in respect of injury to, or the death of, any person or any other liability that cannot be limited or excluded by law (for which no limit applies) our aggregate liability under each contract for all claims shall not exceed the total amount of all Charges paid to us in the 12 months preceding the date of the event that results in a claim;
We will have no liability to you unless you notify us of the claim within 1 year of the event leading to the claim occurring;
We will not, under any circumstances, be liable for: loss of profit, contracts, goodwill, data, revenue, opportunity; or any special, indirect or consequential loss; whether arising from negligence, breach of contract or howsoever;
You will indemnify and defend us and any Consultants from and against claims, losses, liabilities, expenses, damages and settlements (including legal fees and costs) incurred by us or our Consultants arising out of our provision of the Services in accordance with your instructions; to include, without limitation, any breach by you of the TPS Terms, or any claim from a third party arising from the alleged infringement of copyright, trademarks or designs.
NON-SOLICITATION. You agree that both during the period of time that we supply you with the Services and for 1 year after termination you will not, without our prior written consent, employ, contract independently, attempt to solicit or entice away any Consultant who at any time has been engaged in the provision of the Services.
USE OF MARKS. We may ask for your agreement to use your name and/or logo in our marketing or promotional materials.
NOTICES. Any notice or other communication required to be given under the contract shall be in writing and delivered to the other party personally or by first class post. Our address is the one at section 1 of these Ts&Cs and yours is that set out in the Proposal. We will each keep the other informed of any changes.
NOT PARTNERS. We agree that we are independent contractors and except as written in these Ts&Cs, or in the Proposal, nothing shall make the other an agent, or partner and neither shall hold itself out as such nor shall either have the right or power to bind the other to any obligations.
TERMS. These Ts&Cs and the Proposal make up the entire understanding between us in relation to the Services. Any variation to these Ts&Cs or the Proposal shall be in writing and signed by both of us. In the event of conflicting terms those in the Proposal shall take precedence.
THE LAW AND DISPUTES. The contract made between us shall be governed by and construed in accordance with the laws of England and we each agree to conduct any disputes in the courts of England and Wales.