1. Definitions and Scope
- “Company”: Millen Digital Solutions.
- “Client”: The person or entity purchasing Services.
- “Services”: Technical solutions including web design, hosting, email, software development, and cybersecurity.
- “Subscription”: Any service that auto-renews (e.g., hosting, maintenance).
2. Provision of Services
The Company provides services as detailed in the Statement of Work (SOW). Any “lowest price” guarantees apply to the initial quote; subsequent changes in scope or additional requests may incur further fees.
3. Payment Terms and Invoicing
- Payment Window: All invoices must be paid in full within 30 days of the invoice being sent to the Client.
- Deemed Receipt: Invoices are deemed received 24 hours after being sent to the Client’s nominated email address. It is the Client’s responsibility to ensure their contact details are kept up to date and that the Company’s email address is whitelisted.
- Billing Cycles: For project-based work, the Company may invoice upon agreed milestones. For recurring services, invoices will be sent in advance of the service period.
- Late Payments: The Company reserves the right to suspend or terminate services if invoices remain unpaid beyond the 30-day term. The Company is not liable for data loss or business interruption caused by such suspensions.
4. Subscription Renewals (UK DMCCA 2026 Compliant)
For all auto-renewing services (including but not limited to web hosting and email hosting), the Company will provide the following transparency notices via the Client’s registered email:
- First Renewal Reminder: Sent 45 days prior to the renewal date.
- Final Renewal Reminder: Sent 14 days prior to the renewal date.
- Price Changes: Any price increases will be communicated in writing at least 30 days prior to the next billing cycle.
5. Limitation of Liability
- 5.1 Liability Cap: To the maximum extent permitted by law, the Company’s total liability for any claim is limited to the total fees paid by the Client to the Company for the specific service in the 12 months preceding the claim.
- 5.2 Exclusion of Losses: The Company shall not be liable for loss of profits, revenue, business opportunities, or for the loss, corruption, or hacking of data.
- 5.3 Cyber Incidents: The Company is not liable for breaches caused by weak Client passwords, phishing, or vulnerabilities in third-party software (e.g., WordPress, Microsoft 365, or third-party plugins).
6. Data Protection and Privacy
- Role: The Company acts as a Data Processor under the UK GDPR and the Data (Use and Access) Act 2024/25.
- Security: While we implement appropriate technical measures, the Client is responsible for ensuring their users enable Multi-Factor Authentication (MFA) and maintain secure credential hygiene.
7. Client Obligations
- Content & Assets: The Client must provide all necessary assets (logos, text, access) and warrants they own the rights to all provided materials.
- Cooperation: Delays caused by the Client’s failure to provide information or feedback may result in project timeline extensions and potential additional costs.
8. Intellectual Property
Upon final payment, the Client is granted ownership of the “Front-End” of the project. The Company retains ownership of any proprietary “Back-End” code, libraries, or tools used to facilitate the build or provide the service.
9. Termination
Either party may terminate the agreement with 30 days’ written notice. Upon termination, all outstanding invoices become due immediately.
10. Governing Law
These terms are governed by the laws of England and Wales.