These Terms and Conditions (“Terms”) form the agreement between MNA Digital, “the Agency”, “we”, “us”, or “our”), and the client (“you”, “your”) for the supply of marketing, design, and hosting services.

1. Definitions

In these Terms:

“Agreement” means these Terms together with any Proposal, Statement of Work, or written correspondence between the parties.

“Services” means the work to be performed by the Agency, including (but not limited to) digital marketing, website design, hosting, and related consultancy.

“Deliverables” means the specific items, materials, or outputs the Agency agrees to produce.

“Client Data” means any data or content provided by you or collected through your systems that we may host, process, or have access to.

“Third-Party Provider” means a third party supplying hosting, software, or other services used to deliver our work.

2. Formation of Contract

The Agreement is formed when you accept a proposal, quote, or statement of work from us, whether in writing or by confirming via email or payment of a deposit.
Any changes or additional work must be agreed in writing.

3. Scope of Services

We will carry out the Services with reasonable skill and care in accordance with the agreed proposal.

Any work not expressly included in the proposal will be treated as out of scope and may incur additional charges.

We may use subcontractors or third-party providers to deliver parts of the Services but remain responsible for their performance.

4. Fees and Payment

All fees are quoted in GBP (£) and exclude VAT unless stated otherwise.

A non-refundable deposit may be required before work begins.

Invoices are due within 14 days of issue unless otherwise stated.

We reserve the right to suspend or terminate services if payment is overdue.

Late payments may incur interest under the Late Payment of Commercial Debts (Interest) Act 1998.

5. Client Obligations

You agree to:

• Provide all necessary information, content, and access in a timely manner.

   

• Obtain all necessary rights and permissions for any materials you supply.

   

• Comply with data protection and marketing regulations (including GDPR and PECR).

   

• Ensure that your use of our services does not infringe the rights of any third party or break any law.

   

• For paid advertising campaigns (such as Google Ads, Meta, or similar platforms), where you pay media spend directly to the provider, ensure that payment methods remain active and adequately funded. Any disruption, suspension, or loss of performance resulting from payment issues with your advertising accounts remains your sole responsibility.

We shall not be responsible for delays or failures caused by your failure to fulfil these obligations.

6. Hosting and Technical Services

6.1 Provision of Hosting

We provide hosting services using reputable third-party infrastructure providers.
We shall use reasonable efforts to ensure uptime and security but do not guarantee uninterrupted availability.

6.2 Backups and Maintenance

Unless stated otherwise, we perform periodic backups and routine maintenance.
We are not liable for data loss or corruption unless caused by our negligence.

6.3 Suspension of Service

We may suspend hosting temporarily for maintenance, security, or non-payment. We will provide reasonable notice where possible.

6.4 Termination of Hosting

Upon termination, we will provide an export or backup of hosted data within 14 days if requested where applicable. After this period, all hosted data may be deleted.

7. Data Protection

7.1 Roles and Responsibilities

We comply with the UK GDPR and the Data Protection Act 2018.
When we determine the purpose and means of processing personal data, we act as a Data Controller.
When we process data on your behalf (e.g. website hosting, analytics), we act as a Data Processor.

7.2 Client’s Responsibilities

You are the Data Controller for personal data collected via your website or marketing campaigns.

You must ensure that appropriate privacy notices and lawful bases are in place.

7.3 Our Responsibilities as Processor

When acting as a Data Processor, we shall:

• Process personal data only on your documented instructions;

   

• Ensure confidentiality and appropriate technical and organisational measures;

   

• Assist you in complying with your data protection obligations (e.g. breach notifications, access requests);

   

• Delete or return personal data upon termination unless required to retain it by law or specifically requested by the client.

   

7.4 Sub-processors

We may engage trusted third-party providers (e.g. hosting, email, analytics). A list is available on request.

We ensure such providers offer appropriate safeguards and comply with GDPR standards.

8. Intellectual Property

You retain ownership of all materials and data you provide.

We retain ownership of any pre-existing materials, tools, templates, or code we use.

Upon full payment, we grant you a licence to use the final deliverables for their intended purpose.

You may not reuse or resell our proprietary materials without written consent.

9. Confidentiality

Each party agrees to keep all confidential information secret and not disclose it to any third party, except as required by law or as necessary for the performance of the Services.

10. Warranties and Disclaimers

We warrant that we will perform the Services with reasonable skill and care.
Except as expressly stated, all other warranties (express or implied) are excluded to the fullest extent permitted by law.

We do not guarantee specific outcomes such as search rankings, traffic, or sales performance.

11. Limitation of Liability

To the fullest extent permitted by law:

Our total liability for any claim arising from this Agreement shall not exceed the total fees paid by you for the relevant Services in the preceding three months.

We are not liable for indirect or consequential loss, including loss of profit, business, or data.

Nothing in this Agreement limits liability for negligence, fraud, or any other liability that cannot be excluded by law.

12. Indemnity

You agree to indemnify and hold us harmless against any claims, damages, or losses arising from:

Your misuse of the Services;

Breach of these Terms;

Infringement of intellectual property or data protection laws by content you provide.

13. Term and Termination

Either party may terminate this Agreement by giving 30 days’ written notice unless otherwise stated in your contract for a fixed term period.

We may terminate immediately if you fail to pay, breach these Terms, or become insolvent.

On termination:

All unpaid fees become due immediately;

Access to hosted services may be disabled;

We will return or delete Client Data upon request.

14. Force Majeure

We are not liable for delays or failures caused by events beyond our reasonable control, including natural disasters, war, strikes, or internet outages.

15. Governing Law and Jurisdiction

These Terms are governed by the laws of England and Wales.
Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.

16. Miscellaneous

• No waiver of any right shall be effective unless in writing.

   

• If any provision is found invalid, the remainder shall remain in force.

   

• This Agreement constitutes the entire understanding between the parties and supersedes all prior discussions.