Terms of Service

Last updated: December 2024

1. Introduction

These Terms of Service ("Terms") govern your use of the website and services provided by Midlands AI ("we", "our", or "us"). By accessing our website or engaging our services, you agree to be bound by these Terms.

Please read these Terms carefully before using our website or services. If you do not agree with any part of these Terms, you should not use our website or engage our services.

2. Definitions

  • "Client" refers to any individual or organisation that engages our services
  • "Services" refers to the strategy, communications, digital marketing, website design and development, and software development services we provide
  • "Deliverables" refers to any work product, materials, or outputs created as part of our services
  • "Website" refers to midlandsai.com and any associated subdomains
  • "Project" refers to any defined scope of work agreed between us and a Client

3. Services

3.1 Scope of Services

We provide strategy, communications, digital marketing, website design and development, and software development services. The specific scope, deliverables, timeline, and fees for each project will be set out in a separate proposal or statement of work agreed with the Client.

3.2 Project Agreements

Each project will be governed by a project proposal or statement of work that will specify the scope of work, deliverables, timeline, fees, and payment terms. In the event of any conflict between these Terms and a project agreement, the project agreement will prevail.

3.3 Client Responsibilities

The Client agrees to:

  • Provide timely access to information, materials, and resources required for the project
  • Provide timely feedback and approvals at agreed milestones
  • Ensure all materials provided to us do not infringe third-party rights
  • Designate a primary point of contact for project communications
  • Pay invoices in accordance with agreed payment terms

4. Fees and Payment

4.1 Fees

Project fees will be set out in the relevant proposal or statement of work. Unless otherwise stated, all fees are exclusive of VAT, which will be charged at the applicable rate.

4.2 Payment Terms

Unless otherwise agreed in writing, invoices are payable within 14 days of the invoice date. We reserve the right to charge interest on overdue amounts at the rate of 4% above the Bank of England base rate.

4.3 Deposits

For new projects, we typically require a deposit of 50% of the project fee before work commences. Deposit requirements will be specified in the project proposal.

4.4 Additional Work

Any work requested outside the agreed scope will be subject to additional fees. We will provide a quote for any additional work before proceeding, and the Client must provide written approval.

5. Intellectual Property

5.1 Client Materials

The Client retains all intellectual property rights in materials provided to us for use in a project. The Client grants us a non-exclusive licence to use such materials solely for the purpose of delivering the agreed services.

5.2 Deliverables

Upon full payment of all fees, the Client will own the intellectual property rights in bespoke deliverables created specifically for the project, except as set out below.

5.3 Pre-Existing Materials and Tools

We retain all rights in our pre-existing materials, tools, frameworks, code libraries, and methodologies used in delivering the services. Where such materials are incorporated into deliverables, we grant the Client a non-exclusive, perpetual licence to use them as part of the deliverables.

5.4 Third-Party Materials

Deliverables may incorporate third-party materials (such as stock images, fonts, or open-source software) which are subject to their own licence terms. The Client is responsible for complying with such licence terms.

5.5 Portfolio Rights

Unless otherwise agreed in writing, we reserve the right to display and reference the work in our portfolio, case studies, and marketing materials.

6. Confidentiality

We will treat all confidential information provided by the Client with appropriate care and will not disclose it to third parties except as required to deliver the services or as required by law. This obligation does not apply to information that is publicly available or independently developed.

7. Warranties and Liability

7.1 Our Warranties

We warrant that we will perform the services with reasonable skill and care. We do not warrant that the services will achieve any particular results, rankings, or outcomes.

7.2 Limitation of Liability

To the maximum extent permitted by law, our total liability under or in connection with a project shall not exceed the total fees paid by the Client for that project. We shall not be liable for any indirect, consequential, or incidental damages, including loss of profits, revenue, or data.

7.3 Exclusions

Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, fraud, or any other liability that cannot be excluded by law.

8. Website Use

8.1 Acceptable Use

When using our website, you agree not to:

  • Use the website for any unlawful purpose
  • Attempt to gain unauthorised access to any part of the website
  • Interfere with or disrupt the website's operation
  • Copy, reproduce, or distribute website content without permission
  • Use automated systems to access the website without our permission

8.2 Website Availability

We do not guarantee that the website will be available at all times or free from errors. We may suspend or withdraw the website at any time without notice.

8.3 Website Content

The content on our website is provided for general information purposes only. While we endeavour to keep the information accurate and up to date, we make no warranties about its completeness or accuracy.

9. Termination

9.1 Termination by Client

The Client may terminate a project at any time by giving written notice. The Client will be liable for all fees for work completed up to the date of termination, plus any non-cancellable third-party costs incurred on the Client's behalf.

9.2 Termination by Us

We may terminate a project if the Client fails to pay invoices when due, breaches these Terms, or fails to provide required materials or approvals within a reasonable time, materially affecting the project.

9.3 Effect of Termination

Upon termination, we will deliver all completed work and work in progress to the Client, subject to payment of all outstanding fees. Intellectual property rights in deliverables will only transfer upon full payment.

10. Force Majeure

Neither party shall be liable for any failure or delay in performing their obligations due to circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemic, strikes, or shortages of transportation, facilities, fuel, energy, labour, or materials.

11. General Provisions

11.1 Governing Law

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.

11.2 Entire Agreement

These Terms, together with any applicable project agreement, constitute the entire agreement between the parties and supersede all prior agreements and understandings.

11.3 Amendments

We may update these Terms from time to time. Changes will be posted on our website with an updated revision date. Continued use of the website or services after such changes constitutes acceptance of the updated Terms.

11.4 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

11.5 Waiver

No failure or delay by either party in exercising any right shall constitute a waiver of that right.

11.6 Assignment

The Client may not assign or transfer any rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to a successor or affiliate.

12. Contact Us

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

Midlands AI

Email: ben@midlandsai.com

Website: midlandsai.com