Please read these terms and conditions carefully.

1. Definitions

1.1 These Terms and Conditions apply between Mysterious Ways Developments Ltd (hereafter referred to as Mysterious Ways) and the customer (or client) of Mysterious Ways Developments Ltd.

2. Programming and Website Development

2.1 Ownership of code:

2.1.1 Our standard agreement for selling our programming services is based upon our re-use of a standard library of programme code that we have developed. By re-using these components we can dramatically reduce the development time of a site for our customers, however as the code is not 100% created for the customer, it contains a mixture of new code and code that is copyrighted to Mysterious Ways. This is industry-standard practice, however many development companies are not clear about this in their terms and conditions, leading to later confusion.

2.1.1.1 When you purchase a website or other programming services from us under our standard agreement, Mysterious Ways retains copyright ownership of the source code files and database schemas used to create your website, but grants you a specific licence as listed below in order that you will not have any future problems in operating your website.

2.1.1.2 As part of the standard agreement, you are granted a licence that allows to use the code provided for the purposes stated in the original description (normally, this would be to operate one website). This licence is permanent, and irrevocable.

2.1.1.3 Should you decide you no longer wish to work with us, or host your websites on our servers, you are free to take the code and database that we have provided with this standard agreement and continue to use it at no extra charge, and to allow third party developers to host and/or maintain this code for you. This is only valid if you have paid all outstanding invoices to Mysterious Ways.

2.1.1.4 The copyright of any data entered into the database of your website belongs with you entirely, and we will never use any data that you have provided to us for any purpose except for the specific tasks of developing and supporting your business, and will hand over and delete all copies of the database from our systems at your request.

2.1.1.5 We will provide you a full copy of all code and data on request. The first such copy is free, and there will be a small administrative charge of £15+VAT per CD/DVD for further copies requested.

2.1.1.6 You (or any third-parties you provide this code to) are only allowed to use the code provided to set up and operate a single website, unless agreement has been made for the use of this code to cover more than one website. If you wish to use the code on more than one website, you must discuss this with Mysterious Ways.

2.1.1.7 Reverse Engineering - In the interests of ensuring you have long-term stability, we are specifically permitting you to reverse engineer the source-code for our web projects for the following specific purposes only:

• a) If Mysterious Ways ceases trading, OR if you decide you no longer wish to use Mysterious Ways to assist you with your website projects, you can reverse engineer the code to allow you or a chosen third-party to continue support and development of your site. This is only valid if you have paid all outstanding invoices to Mysterious Ways.
• b) For security audits of if you require third-party quality assurance of any code that we have developed.
• c) Integration with third-party developers who wish to have access to your system.

2.1.1.7 GENERAL RULES (and summary)

• a) You are not allowed to sell on, give away or otherwise distribute the source code without our express permission.
• b) You can cancel your agreement with Mysterious Ways at any time (one all outstanding invoices are paid), and you can continue to use any code we have provided without further charge.
• c) Any third-party developers you allow to access our code must agree to our terms and conditions for the use of the code, and be bound by the same rules that you are.
• d) If you wish to se the code for more than one website, you need to talk to us first (even if you are no longer working with us). However if we have ceased trading, you can use the code on other websites without such restriction.

2.2.1 Bespoke Programming

2.2.1.1 If you specifically request Bespoke Programming, we can deliver and develop code, from scratch, that is guaranteed 100% original, new code. Such code, when paid for in full, becomes your legal property, including all copyrights, and we have no rights whatsoever to work with this code again except with your express permission

2.2.1.2 Bespoke Programming has to be specifically requested at the time of quotation, costs can be between 200% to 1000% greater than our Standard Programming as we are unable to re-use our existing code library, and delivery times are of course longer.

3. Hosting

3.1 All hosting is provided in conjunction with leading third-party hosting and network connectivity. While we endeavour to provide a reliable hosting environment, issues beyond our control may prevent access to the website.

3.2 You must guarantee the servers will not be used for unsolicited emailing ('spam'). If you are planning to use email lists to send email through our servers then you must discuss and agree this with us first.

3.3 You must not host, or allow to be hosted, any content that is:

• a) Adult or Pornographic.
• b) Advocating extremist, racist or violent views.
• c) Violating copyrights, or facilitating in the violation of copyright by others.
• d) Libellous, or content that could be perceived as potentially libellous by others.

3.4 We reserve the right to halt access to your website immediately and without prior warning if we feel that any rule in section 3.3 has been violated, or if there is a technical reason that is causing a problem for our other clients, such as extreme over-use of bandwidth or malfunctioning script.

3.5 For minor hosting issues, such as minor transgressions of bandwidth or data storage capacity, we will discuss this with you before taking any action to prevent unnecessary disruption.

4. Domain Registration

4.1 All domains are registered in good faith on behalf of the client, with Client as legal owner and Mysterious Ways as technical contact

4.2 Domains can be transferred away from Mysterious Ways, however you must cover any costs of the transfer.

4.3 We will endeavour to remind you within 14 days of the due expiry date of your domain names, but we make no guarantee that we will be able to contact you to remind you of renewal, so it remains your responsibility to ensure that domain renewals are dealt with in time.

4.4 If a domain fails to renew, or is detagged, Mysterious Ways will not be liable for any costs or losses, consequential or otherwise due to the failure to renew the domain.

5. General

5.1 For all work commissioned we require an initial deposit of 50% (for projects up to £8,000). Projects over £8,000 deposit can be negotiated.

5.2 The balance of payment is due on completion of the project. Completion is defined as the date at which all agreed initial functionality (this does NOT include functionality requested after the initial deposit was received) has been delivered in a working state OR the date at which the customer wishes the project to be made live for use, whichever is the soonest.

5.3 Payment for all invoices is due within 7 days of date of invoice.

5.4 If, for any reason, you find yourself unwilling or unable to pay your bills, you must contact Mysterious Ways immediately to discuss your options. Failure to pay invoices on time may result in suspension of services if we feel you are being uncooperative in settling your bill. This option will, in general, be used as a last resort, however you accept full responsibility for any and all inconvenience and losses either direct or indirect due to the suspension of service.

5.5 We reserve the right to charge a £150+VAT fee for reconnection if your service is suspended due to late payment of bill, plus any additional third party extra costs (such as domain renewals, re-registration fees, server hosting setup fees, etc).

5.6 Mysterious Ways will not be liable for any extra costs or losses, consequential or otherwise, that occurr due to failures in the operation of your website, hosting, domain renewal or other area of business that we may conduct for you. We may, at our discretion, offer a refund of the hosting to cover the period affected by the problems, however this in no way is an admission of liability on our part and is simply a gesture of good faith.

5.7 Any work commissioned by you, including requests by telephone for changes or assistance will be charged at our standard rates unless the items requested are specifically covered by an existing contract. If you are requiring work to be done for free, or if you believe a specific request for work is covered by an existing contract or support arrangement, you must make this clear on when contacting us or it will be regarded as paid work and charged for accordingly.

5.8 We reserve the right to change and update these terms and conditions as and when we require to do so.

5.9 If any part of this contract is deemed invalid or not applicable then the remaining parts of this contract will remain valid.