Legal

1. De􀃕nitions and Interpretation

The following expressions shall have the following meanings.

1.1 “myThunder” means MYTHUNDER Limited.

1.2 “Client” means any person who purchases Services and /or

Products from MYTHUNDER.

1.3 “Proposal” means the written proposal for the Products and/or

Services.

1.4 “Project” means the work speci􀃕ed in the Proposal once it has

been accepted by the Client

1.5 “Initial Stage” means the stage where the Project has been

completed but Client review is required to check for errors

1.6 “Fee” means the total sum due by the Client for the Products

and /or Services agreed in the Proposal

1.7 “Terms and Conditions” means the Terms and Conditions as set

our in this document and any subsequent Terms and Conditions

agreed in writing between MYTHUNDER and the Client.

1.8 “Agreement” means these Terms and Conditions read in

conjunction with the Proposal.

1.9 “Services” means any consultancy or other services (for example

SEO, website hosting and emailing) which MYTHUNDER is to

provide to the Client in accordance with these conditions.

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1.10 “Intellectual Property Rights” means any patent, trade mark,

service mark, registered design, copyright, design right, right to

extract or exploit information from a database, database rights,

knowhow, con􀃕dential information or process, any application for

any of the above, and any other intellectual property right

recognised in any part of the world whether or not presently

existing or applied for.

1.11 “Products” means the website, artwork, designs or other

products (including any instalment of any products) which

MYTHUNDER is to create and /or supply to the client in accordance

with these conditions.

1.12 “Deposit” means the payment of 50% of the Fee, or any other

percentage which may be speci􀃕cally agreed and set out in the

Proposal.

1.13 “Rolling Monthly Contract” means a 12 month agreement to

provide Services. This contract will automatically roll into a new 12

month agreement unless written notice is given to MYTHUNDER by

the Client by 4pm on the last working day of the 11th month.

2. General

2.1 These Terms and Conditions shall apply in this Agreement in the

supply of Services and/or Products by MYTHUNDER to the Client

and shall supersede any other documentation or communication

between the parties.

2.2 Any variation to these Terms and Conditions must be agreed in

writing by MYTHUNDER.

2.3 Nothing in these Terms and Conditions shall prejudice any

condition or warranty, expressed or implied, or any legal remedy to

which MYTHUNDER may be entitled in relation to the services by

virtue of any statute, law or regulation.

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2.4 Any advice or recommendation given by MYTHUNDER or its

employees or agents to a client as to the use of any products not

con􀃕rmed in writing by MYTHUNDER is acted upon at the Client’s

own risk and accordingly MYTHUNDER is not liable for any such

advice or recommendation not so con􀃕rmed.

2.5 Any error or omission in any sales literature, quotation, price

list, invoice or other document or information issued by

MYTHUNDER is subject to correction without liability to

MYTHUNDER.

2.6 The Services shall be carried out at the place of work of

MYTHUNDER or the Client or any other location that MYTHUNDER

deems appropriate.

2.7 MYTHUNDER shall provide technical support, if required by

phone or by e-mail during the hours of 9am -5pm Monday to

Friday. If an issue occurs outside these hours the client may e-mail

MYTHUNDER or leave a telephone message or leave a telephone

message on the o􀃞ce number (telephone number). MYTHUNDER

will endeavour to respond to the client by the start of the next

business day.

2.8 Dates given for the delivery of services are estimates only and

not guaranteed. Time for delivery shall not be of the essence of the

agreement and MYTHUNDER shall not be held liable for any loss,

costs, damages, charges or expenses caused directly or indirectly by

any delay in the delivery.

3. Proposal

3.1 MYTHUNDER will provide the Client with a written Proposal

describing the Products and Services that the Client has instructed

them to provide

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3.2 The Client is responsible to MYTHUNDER for ensuring accuracy

of any information referred to in the Proposal, and for giving

MYTHUNDER any necessary information relating to the Product

and/or Services within a su􀃞cient time to enable MYTHUNDER to

perform the contract in accordance with its Terms.

3.3 The quantity, quality, description and cost of the Products

and/or Services provided are set out in the Proposal. Any variation

to the Services or the Product must be agreed by MYTHUNDER in

writing.

3.4 Both parties may make any changes to the Proposal required to

conform with any applicable statutory or EU requirements or, in the

case of any products, which do not materially a􀃠ect their quality or

performance.

3.5 The Proposal will be valid for a period of 30 days of the date

speci􀃕ed in the Proposal.

4. The Project

4.1 The Proposal, once accepted by the Client will become a Project

and may not be cancelled by the Client except with MYTHUNDER’s

written agreement and on terms that the Client is to indemnify

MYTHUNDER against all loss (including loss of pro􀃕t), costs

(including the costs of all labour and materials used), damages,

charges and expenses incurred by MYTHUNDER as a result of

cancellation. Acceptance of the Proposal is deemed once the Client

has signed a copy of the Proposal and returned it to MYTHUNDER.

4.2 Once MYTHUNDER have completed the Initial Stage they will ask

the Client to test the product and /or Services for any errors. The

Client is required to check and report on errors to MYTHUNDER

within 60 days. MYTHUNDER will then rectify the errors. The Project

will then be completed.

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4.3 If the Client requires any amendments to the Project

MYTHUNDER reserves the right to charge for these amendments.

Price for amendments will be given 􀃕rst, and the Client will have the

option to refuse the amendments or agree to the amendments

prior to proceeding.

4.4 When translating designs to the Web MYTHUNDER may use

their best judgment to make minor cosmetic alterations without

notice in order to improve consistency of layout, accessibility or

maintainability of code. Such minor alterations will not necessarily

be included in the Proposal. However if the Client is unhappy with

these minor alterations they should notify MYTHUNDER of this at

the end of the Initial stage when they are reviewing the Project.

5. Hosting

5.1 All sites and work will be hosted by MYTHUNDER until such time

as all payments due and agreed within the Proposal are paid. After

that time it is between MYTHUNDER and the Client to agree

whether MYTHUNDER continues to host this site.

5.2 Where MYTHUNDER have agreed with the Client that

MYTHUNDER will provide the hosting;

5.2.1 The Client agrees that MYTHUNDER is not liable for any losses

caused by Bugs, performance issues or failure of their code.

MYTHUNDER will 􀃕x Bugs that a􀃠ect browsers with more than 3%

of internet usage at the time of the site’s launch if the site has been

hosted continually on MYTHUNDER servers since its launch.

5.2.2 the Client agrees that liability will not be attributed to

MYTHUNDER in the event of website down time or the inability to

operate the webpages or website;

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5.2.3 the Client agrees that MYTHUNDER or its agents will not be

liable if they fail to register such domain names as requested by the

Client. MYTHUNDER and its agents will use its reasonable

endeavours to ensure such registration.

5.3 Where the Client is hosting the site the Client agrees that they

are responsible for ensuring that their hosting environment is

compatible with the code provided by MYTHUNDER.

5.4 Additionally where the Client is hosting the site MYTHUNDER

agree to provide an archive containing the web directory of the site,

and where applicable a dump of the database, once 􀃕nal payment

has been received for the Project.

5.5 The fee payable to MYTHUNDER for hosting the website will be

payable by the Client to MYTHUNDER on a Rolling Annual Contract.

5.6 The Client can cancel the hosting at any time after the date of

this Agreement and after any contract commitment term has

expired by giving 30 days notice in writing. MYTHUNDER will own

still own all the ipo for the applications of hosting is not paid.

MYTHUNDER will not accept any responsibility for third-party delays

which may or may not cause a period of downtime for the website

whilst hosting is transferred. In such a circumstance, Intellectual

Property Rights will not be altered or a􀃠ected in any way.

5.7 In the event that payment is not received and the site is

suspended for a period of 60 days or more all 􀃕les will be deleted

and the site will be lost

6. Security and Bugs

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6.1 Where MYTHUNDER is working on any site, whether it is hosted

by MYTHUNDER or not, and the site is hacked or has a breach of

security the cost of repairing this will be the responsibility of the

Client. Any compromised sites will be taken down without prior

notice until they are secure.

6.2 The Client agrees that MYTHUNDER will undertake the repairs

required when a site has been hacked.

6.3 MYTHUNDER agree that they will investigate bugs without any

charge to the Client. However MYTHUNDER reserves the right to

charge for investigation time if the problem caused by the bug is:

Unreplicable

Due to the client’s local hardware/software

Due to third party browser extensions

Due to unsupported browsers

Intended functionality

7. Price and Payment

7.1 The Client shall pay MYTHUNDER the Deposit at the time that

the Proposal is agreed. The Proposal is agreed on the date that it is

signed by the Client. The Deposit is non refundable.

7.2 The Client shall pay MYTHUNDER a percentage of the Fee at the

end the Initial Stage. This percentage shall be set out in the

Proposal. If no speci􀃕c sum is agreed in the Proposal then this

percentage will be 40%. The balance due to MYTHUNDER shall be

paid when the Project is complete. The Project is complete when

the errors referred to in Clause 4.2 have been recti􀃕ed.

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7.3 Alternatively MYTHUNDER may agree, at their discretion, to

accept payment of part of the Fee by monthly instalments. The

Client shall pay MYTHUNDER the Deposit at the time that the

Proposal is agreed, and then make payment every month

thereafter of a sum agreed with MYTHUNDER, until the Fee is paid

in full. Payments shall start on 1st day of the month following the

month on which the Proposal is agreed. In the event that a Client

fails to pay any monthly instalment within 10 working days after it is

due, MYTHUNDER may suspend the site until payment is received.

MYTHUNDER may charge a fee of £35+VAT to reinstate the site. In

the event that any payment is not received and the site is

suspended for a period of 60 days or more all 􀃕les will be deleted

and the site will be lost.

7.4 MYTHUNDER may also accept payment of Products and/or

Services on a Rolling Monthly Contract. Payments due on Rolling

Monthly Contact will be due on the 1st day of each month.

7.5 The terms for payment of Hosting are set out in Clause 4 above

as well as within Clause 5 herein.

7.6 All recurring or account payments must be paid by Direct Debit

set up by the Client on the date that the Proposal is accepted. Any

client not paying by Direct Debit will pay an additional fee of £3 per

month per item.

7.7 Any discount provided on the Proposal is only valid if the

payment terms which are set out in these Terms and Conditions are

adhered to. If any payment is not paid by the date due under these

Terms and Conditions then the discount will be removed and the

full Fees due.

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7.8 All prices quoted are valid for 30 days only and after such other

time as speci􀃕ed in the Proposal or until earlier expectance by the

Client, after which time they may be altered by MYTHUNDER

without notice.

7.9 MYTHUNDER may, by giving notice to the client at any time

before delivery, increase the price of the products and/or services

to re􀃖ect any increase in the cost to MYTHUNDER due to:-

i. Any factor beyond the control of MYTHUNDER

ii. Any change in delivery dates or performance, quantities or

certi􀃕cation for the Products and/or Services requested by the

Client or

iii. Any delay caused by any instructions of the Client or failure

of the client to give MYTHUNDER adequate information of

instruction.

7.10 The Client is liable to reimburse MYTHUNDER any expenses

properly incurred.

7.11 The Client must settle all payments for Services and/or

Products within 10 working days of the date on which they are due

to be paid unless otherwise agreed in writing prior to the date on

which the Proposal is signed. Payments of monthly instalments or

Rolling Monthly Contract are due on the 1st of the month. Payment

of any other fees are due on the date stated on the invoice.

7.12 MYTHUNDER is entitled to vary the price to take account of

reasonable increase in hourly rate if applicable; and any variation

must be intimated to the Client in writing by MYTHUNDER

7.13 The Client will pay interest on all late payments at a rate of 8%

per annum above the base lending rate of the Bank of England.

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7.14 Any legal or Court costs arising through debt collection will be

payable by the Client. In the event that payment is not received

within the time requested within these Terms and Conditions legal

proceedings will be commenced by MYTHUNDER.

8. Client’s obligations

8.1 The Client agrees to co-operate with MYTHUNDER and shall

provide any support, information and facilities to MYTHUNDER as

they may require.

8.2 Where MYTHUNDER is working on sites that have not been built

or hosted by MYTHUNDER the Client agrees to provide valid access

credentials for any services that MYTHUNDER require prior to

commencement of the Project. These may include, but are not

limited to, 􀃕le server, database and the systems CMS. MYTHUNDER

may make an administrative charge if credentials are omitted or

incorrect.

8.3 The Client agrees that if they use a CMS that it must be up to

date. If MYTHUNDER need to update the CMS in order to complete

the Project they will charge a fee for this. Additionally if any

debugging issues occur as a result of the CMS update MYTHUNDER

will charge an additional fee for this debugging.

8.4 The Client is responsible for obtaining all necessary permits or

approval to enable MYTHUNDER to provide the Services and/or the

Products.

8.5 The Client warrants that the display of and distribution of virtual

images, of which they are responsible, via the internet for e-mail,

complies with all relevant legislation (including the Data Protection

Act 2018 & Property Mis-Descriptions Act 1981).

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8.6 The Client agrees to refrain from directly or indirectly recruiting

any person employed or engaged by MYTHUNDER for the purposes

of providing the services for a period of twelve months following

completion of the services. In the event that a Client does recruit

any person employed or engaged by MYTHUNDER, MYTHUNDER

reserve the right to invoice that Client for a sum that represents 3

months gross pay for that employee.

9. Intellectual Property Rights and Ownership

9.1 Title and copyright to the website graphics, general artwork,

commissioned artwork, illustrations, website design, programming,

copy site content, coding and other work created in the project shall

not pass to the client but shall remain the property of MYTHUNDER

and used on license by the Client unless negotiated and agreed in

writing.

9.2 Where the Client terminates the Project before completion, all

work done towards the Project remains in ownership of

MYTHUNDER.

9.3 Publication and/or release of any graphics design within the

Project may not take place before cleared funds have been received

by MYTHUNDER.

9.4 The Client may request in writing MYTHUNDER’s permission to

use Project material (for which MYTHUNDER holds the copyright) in

forms other than for which it was originally supplied. MYTHUNDER

may, in its absolute discretion grant this and may charge for the

provision of the same.

9.5 MYTHUNDER shall take all reasonable steps to ensure that they,

or others to whom work has been delegated, refrain from causing

damage to the Intellectual Property Rights belonging to the Client.

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9.6 The Client shall not distribute any Intellectual Property Rights

belonging to MYTHUNDER to any third party without written

consent to MYTHUNDER.

9.7 The Client warrants that any material belonging to the Client

and its use by MYTHUNDER for the purpose of providing Services

and/or Products will not infringe the copyright or other rights of any

third party and the Client shall indemnify MYTHUNDER against any

loss, damages, costs, expenses or other claim arising out of any

such infringement.

9.8 Should the Client supply material to MYTHUNDER believing it to

be copyright and royalty free, which subsequently emerges to have

copyright and royalty limitations, the Client agrees to permit

MYTHUNDER to remove and/or replace the 􀃕le at the Client’s

expense.

10. Web Design and Development

10.1 Web Design may be used on one resolving domain name only.

The Client is not permitted to use a design for more than one

website without prior written agreement from MYTHUNDER.

10.2 MYTHUNDER may from time to time recommend to the Client

that updates are needed to their website or work to comply with

but not limited to, the following:

New Legislation

Software releases and

Web standards

MYTHUNDER reserves the right to charge for these updates as

additional works.

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10.3 MYTHUNDER will quote for any work involved in changing the

website design or website code in order for it to work with updated

browser software, domain name or hosting changes. MYTHUNDER

will endeavour to ensure that the site will function correctly on

popular browsers in use at the time of release but does not provide

any guarantee that the site will function on all browser software.

11. Search Marketing

11.1 The Client agrees that MYTHUNDER is unable to guarantee

that the Client’s website will achieve a favourable position, or any

position, within a particular search engine and as such, shall not be

liable for failure to achieve a particular position.

11.2 The Client agrees that MYTHUNDER shall not be liable for any

website URL’s dropped or excluded by the search engine for any

reason.

11.3 The Client agrees that MYTHUNDER do not warrant or

represent that search engines reported will be accurate, correct,

timely, reliable or otherwise due to their reliability on Third Party

software.

12. Con􀃕dentiality

12.1 The Client is responsible for keeping the password and user

name that may be assigned on registration con􀃕dential. The Client

is responsible for all actions and activities that take place under the

Client account.

12.2 If the Client believes there has been unauthorised use of the

account or suspects that con􀃕dentiality has been compromised the

Client must contact MYTHUNDER immediately at

lawrence@mythunder.io).

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12.3 Each party shall comply with its obligations pursuant to the

Data Protection Act 2018.

12.4 MYTHUNDER has in place a Privacy Policy which can be found

by following this link https://www.mythunder.co.uk/privacy-policy

13. Termination

13.1 The Agreement shall continue until the Services and/or

Products have been provide or any subsequent date as mutually

agreed in writing by both parties or until terminated by either party

in accordance with these terms and conditions.

13.2 Where MYTHUNDER have agreed to provide a Rolling Monthly

Contract the Client is required to provide Notice of their intention to

terminate the agreement by the end of the 11th Month. If the Client

fails to provide notice by 4pm on the last working day of the 11th

month the contract will roll into a new 12 month period starting on

the day following the last day of the previous contract period.

13.3 The Client may request in writing that MYTHUNDER cancel a

Proposal. MYTHUNDER will only accept this request for termination

if the work has not yet commenced. If work has commenced on a

Proposal, MYTHUNDER will invoice the Client for the work carried

out to date.

13.4 MYTHUNDER reserves the right not to work with any Client

who has a site which it deems as unlawful or inappropriate,

contains a virus or hostile programme, constitutes harassment,

racism, violence, obscenity, harmful intent, spaming, contains adult

content, commits a criminal o􀃠ence, infringes privacy or copyright

or any other questionable media at its own discretion. MYTHUNDER

reserves the right without notice to cancel, reject, refuse sale or

work with a Client without reason for such rejection or refusal.

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13.5 MYTHUNDER reserves the right to cancel the Clients email

access; if MYTHUNDER receive excessive spam, complaints about

the Client, it is suspected the Client is being abusing the email

account to send spam, MYTHUNDER suspect the Client of using the

services of pornographic, o􀃠ensible, inappropriate material, invoice

payment is not made in accordance with these terms.

13.6 MYTHUNDER may terminate the Agreement if the Client has

failed to make any payment due within 4 weeks of the sum being

requested.

13.7 Either party may terminate the Agreement by notice in writing

to the other if:-

i. the other party commits a material breach of these terms and

conditions and, in the case of a breach capable of being

remedied fails to remedy it within a reasonable time of being

given notice by the other party to do so,

ii. or the other party commits a material breach of these terms

and conditions which can not be remedied under any

circumstances

iii. or the other party passes a resolution for winding up (other

than for the purpose of solvent amalgamation or

reconstruction) or a Court jurisdiction makes an Order to that

e􀃠ect

iv. or the other party ceases to carry on its business or

substantially the whole of its business

v. or the other parties declared insolvent, or convenes in

meeting of or makes or proposes to make any arrangement or

composition with its creditors or a liquidator, receiver,

administrative receiver, manager, trustee or similar o􀃞cer is

appointed over any of its asset

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13.8 In the event of termination the Client must make over to

MYTHUNDER any payment for work done and expenses incurred

up to the date of termination. In this situation MYTHUNDER is

entitled to payment for work done to that date. The invoice for such

work must be paid by the Client within 30 days of receipt failing

which MYTHUNDER shall be entitled to payment of the full price for

the proposals/brief forthwith.

13.9 Any rights to terminate the agreement shall be without

prejudice to any other accrued rights and liabilities of the parties

arising in any way out of the agreement as at the date of the

termination.

14 Warranty

14.1 No warranty is provided by MYTHUNDER in relation to the

performance of Third Parties engaged to perform part of the

project and MYTHUNDER shall not be liable for any failure, action,

omission or error on the part of the Third Party provider.

14.2 Both parties warrant their authority to enter into this

Agreement and have obtained all necessary approvals to do so.

15 Limitation of Liability

15.1 MYTHUNDER shall not be liable under any circumstances to

the Client or any third party for any indirect or consequential loss of

pro􀃕t, consequential or other economic loss su􀃠ered by the Client

howsoever caused, as a result of any negligence, breach of contract,

misrepresentation or otherwise.

15.2 Notwithstanding anything contained in the Terms and

Conditions, or in the Proposal, MYTHUNDER liability to the Client in

respect of the Project, in contract, tort (including negligence and

breach of statutory duty) or howsoever otherwise arising shall be

limited to the price for the Project speci􀃕ed in the Proposal.

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15.3 MYTHUNDER shall not be held not liable for any bugs,

performance issues or failure of their code

15.4 The Client agrees that liability will not be attributed to

MYTHUNDER in the event of website down time or the inability to

operate the webpages or website;

15.5 The Client agrees that MYTHUNDER or its agents will not be

liable if they fail to register such domain names as requested by the

Client. MYTHUNDER and its agents will use its reasonable

endeavours to ensure such registration.

16 Indemnity

16.1 The Client shall indemnify MYTHUNDER against all claims,

costs and expenses which MYTHUNDER may incur and which arise

directly or indirectly from the Clients breach of any of its obligations

under these Terms and Conditions.

16.2 The Client agrees that MYTHUNDER is not liable for any claims,

losses, costs incurred or damages due to any failure to carry out

services within a given delivery timescale.

16.3 The Client agrees that MYTHUNDER is not liable for absence of

service as a result of illness or holidays.

16.4 The Client agrees that MYTHUNDER shall not be liable for the

website content, hosting and choice of domain name.

16.5 The Client agrees that MYTHUNDER shall not be liable for any

infringement of copyright or propriety rights, mis information or

delivery of defective products or services.

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16.6 The Client is to indemnify MYTHUNDER for all loss, damages,

costs and expenses incurred by MYTHUNDER in connection with

any claim for infringement of any intellectual property rights of any

person.

17 Force Majeure

Neither party shall be liable for any delay or failure to perform any

of its obligations if the delay or failure results from events or

circumstances outside its reasonable control, including but not

limited to acts of God, strikes, lock outs, accidents, war, 􀃕re,

breakdown of plant or machinery or shortage or unavailability of

raw materials from a natural source of supply, and the party shall

be entitled to a reasonable extension of its obligations.

18 Assignment

The Client shall not be entitled to assign its rights or obligations or

delegate its duties under this Agreement without the prior written

consent of MYTHUNDER.

19 Relationship of Parties

Nothing in the Agreement shall be construed as establishing or

implying a partnership or joint venture between the parties or

suggest that either of the parties are agent for the other.

20 Third Party rights

Nothing in these Terms and Conditions intend to or confer any

rights on a third party.

21 Severance

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If any term or provision of these Terms and Conditions is held

invalid, illegal or unenforceable for any reason by any court of

competent jurisdiction such provision shall be severed and the

remainder of the provisions hereof shall continue in full force and

e􀃠ect as if these Terms and Conditions had been agreed with the

invalid, illegal or unenforceable provision eliminated.

22 Waiver

The failure by either party to enforce at any time or for any period

any one or more of the Terms and Conditions herein shall not be a

waiver of them or of the right at any time subsequently to enforce

all Terms and Conditions.

23 Notices

Any notice to be given by either party to the other may be served by

email, fax, personal service or by post to the address of the other

party given in the Proposal or such other address as such party may

from time to time have communicated to the other in writing, and if

sent by email shall unless the contrary is proved be deemed to be

received on the day it was sent, if sent by fax shall be deemed to be

served on receipt of an error free transmission report, if given by

letter shall be deemed to have been served at the time at which the

letter was delivered personally or if sent by post shall be deemed to

have been delivered in the ordinary course of post.

24 Entire Agreement

These Terms and Conditions supersede any previous agreements,

arrangements, documents or other undertakings either written or

oral.

25 Governing Law

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These Terms and Conditions shall be governed by and construed in

accordance with the law of England and the parties hereby submit

to the exclusive jurisdiction of the English courts.

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