Terms of Service

These Terms of Service ("Terms", "Terms of Service") govern your use of Midlands iT's website and services ("Services"). By accessing or using our Services, you agree to be bound by these Terms. If you do not agree with any part of these Terms, you must not use our Services.

1. Definitions

By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. You also represent that:

• You are at least 18 years of age or have the legal capacity to enter into contracts
• If acting on behalf of a business, you have the authority to bind that business to these Terms
• All information you provide to us is accurate and complete
• You will comply with all applicable laws and regulations

3.1 Services Offered

Midlands iT provides the following services to small businesses:

3.2 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time with reasonable notice. We will make efforts to inform you of significant changes that may affect your use of the Services.

4. Client Obligations

4.1 Acceptable Use

You agree to use our Services only for lawful purposes and in accordance with these Terms. You must not:

• Use the Services in any way that violates UK or international laws or regulations
• Engage in any fraudulent, illegal, or harmful activities
• Transmit any viruses, malware, or other malicious code
• Attempt to gain unauthorized access to our systems or networks
• Interfere with or disrupt the Services or servers
• Use the Services to harass, abuse, or harm others
• Infringe on intellectual property rights of others
• Collect or harvest personal data from other users without consent

4.2 Content Responsibility

You are responsible for all content you provide to us for use in your website or applications. You warrant that you have all necessary rights and permissions for the content and that it does not infringe on any third-party rights or violate any laws.

5. Payment Terms

5.1 Pricing

Service pricing will be agreed upon before work commences. Prices are quoted in British Pounds (GBP) and are inclusive of VAT where applicable. We reserve the right to modify our pricing with reasonable notice for new projects.

5.2 Payment Schedule

Unless otherwise agreed in writing:

• An initial deposit (typically 50%) is required before work begins
• The remaining balance is due upon project completion and approval
• For ongoing services, payment is due monthly in advance
• Invoices must be paid within 14 days of issue unless otherwise specified

5.3 Late Payment

Late payments may incur interest charges in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. We reserve the right to suspend Services for accounts with overdue balances.

5.4 Refunds

Refunds are considered on a case-by-case basis. Deposits are generally non-refundable once work has commenced. For ongoing services, refunds are prorated based on unused service time.

6. Intellectual Property Rights

6.1 Our Intellectual Property

All intellectual property rights in our Services, including but not limited to software, designs, code, frameworks, and documentation, remain the property of Midlands iT or our licensors unless explicitly transferred.

6.2 Client Content

You retain all rights to content you provide (text, images, logos, etc.). By providing content, you grant us a non-exclusive license to use, modify, and display it as necessary to provide the Services.

6.3 Deliverables

Upon full payment, you receive:

• A license to use the delivered website or application for your business
• Rights to your specific content and branding materials
• Access to modify content through provided management systems

We retain rights to underlying code, frameworks, and tools that may be reused for other projects.

7.1 Our Warranties

We warrant that:

• Services will be performed with reasonable skill and care
• We will make reasonable efforts to meet agreed deadlines
• Websites will be functional and mobile-responsive at time of delivery
• We will provide support as outlined in your service agreement

7.2 Disclaimer

8. Limitation of Liability

8.2 Exclusion of Consequential Damages

8.3 Exceptions

Nothing in these Terms shall limit or exclude our liability for:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Any liability that cannot be excluded or limited under UK law

9. Indemnification

You agree to indemnify, defend, and hold harmless Midlands iT, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to:

• Your breach of these Terms
• Your violation of any law or rights of a third party
• Content you provide that infringes intellectual property rights
• Your misuse of the Services

10. Termination

10.1 Termination by Client

You may terminate ongoing services by providing 30 days written notice. One-off projects may not be terminated once work has commenced without forfeiting the deposit.

10.2 Termination by Us

We may terminate or suspend Services immediately if:

• You breach these Terms
• Payment is overdue by more than 30 days
• You engage in illegal or harmful activities
• We are required to do so by law

10.3 Effect of Termination

Upon termination, you must pay all outstanding fees. We will provide you with copies of your content and reasonable assistance in migration, but we are not obligated to maintain Services after termination.

11. Data Protection and Privacy

We process personal data in accordance with UK GDPR and the Data Protection Act 2018. For detailed information about how we handle your personal data, please refer to our Privacy Policy.

Where we process personal data on your behalf (as a data processor), we will do so only in accordance with your lawful instructions and will implement appropriate security measures.

12. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information disclosed during the course of our business relationship, unless:

• The information is publicly available
• Disclosure is required by law
• The disclosing party gives written consent
• The information was independently developed

13. Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to acts of God, war, terrorism, riots, natural disasters, pandemics, government actions, or failures of third-party services.

14.1 Informal Resolution

In the event of any dispute, we encourage you to contact us first to seek an informal resolution. We will make reasonable efforts to resolve disputes amicably.

14.2 Mediation

If informal resolution fails, both parties agree to attempt mediation before pursuing litigation.

14.3 Governing Law

15. Changes to These Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by:

• Posting the updated Terms on our website with a new "Last updated" date
• Sending notice via WhatsApp or email for significant changes

Your continued use of Services after changes take effect constitutes acceptance of the modified Terms. If you do not agree with the changes, you must stop using the Services.

16. Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

17. Entire Agreement

These Terms, together with our Privacy Policy and any service-specific agreements, constitute the entire agreement between you and Midlands iT regarding the Services and supersede all prior agreements and understandings, whether written or oral.

18. Contact Information

If you have any questions about these Terms of Service, please contact us: