Terms & Conditions

MOLIVE GROUP LTD trading as MTG Digital

Effective from: Friday 04 March 2022
Last updated: Monday 09 June 2025

These Terms and Conditions apply to all services provided by MOLIVE GROUP LTD trading as MTG Digital.

By accepting a proposal, paying an invoice, instructing work to begin, or continuing to engage MTG Digital in relation to a project, the Client agrees to these Terms and Conditions in full.

1. Definitions

1.1 Company means MOLIVE GROUP LTD trading as MTG Digital, being the contracting and billing entity unless expressly stated otherwise in writing.
1.2 Client means the person, company or organisation purchasing services from the Company.
1.3 Proposal means the written quotation, scope, plan, commercial terms, and any accompanying documents issued by the Company.
1.4 Services means all design, development, hosting, support, SEO, integrations, consultancy, and related digital services supplied by the Company.
1.5 Deliverables means any work product, including but not limited to website pages, source code, content structure, assets, designs, documentation, and configurations.
1.6 Business Day means Monday to Friday, excluding public holidays in England and Wales.

2. Contract Formation and Order of Precedence

2.1 A binding contract is formed when the Client accepts a Proposal in writing, signs a Proposal, pays an invoice, or instructs the Company to proceed with Services.
2.2 If there is any conflict between documents, the order of precedence is:
a) Signed Proposal and agreed written variations
b) These Terms and Conditions
c) Any other supporting document

3. Payment Terms

3.1 Unless otherwise agreed in writing, invoices are due immediately on receipt.
3.2 All prices are exclusive of VAT unless expressly stated otherwise.
3.3 The Company may pause work where any invoice remains unpaid.
3.4 Timeframes and delivery dates are automatically extended by any period of non payment or payment delay.
3.5 Late payments may incur statutory interest and recovery costs in accordance with applicable law.

4. Payment Structure for Projects Under £10,000

4.1 From 09 June 2025, any project with a total value under £10,000 must be paid in full in advance, unless otherwise agreed in writing by a director of the Company.
4.2 Where full payment has been made, this does not remove the Client’s obligations to provide timely input, approvals, and feedback needed to deliver the project.

5. Client Responsibilities

5.1 The Client must provide complete, accurate and usable content, assets, credentials, approvals and decisions required for delivery.
5.2 The Client must nominate a primary decision maker with authority to approve work.
5.3 The Client must provide consolidated feedback where requested.
5.4 The Client must respond within the timescales agreed in the Proposal, or where not specified, within 3 Business Days of a request for feedback or approval.
5.5 The Client is responsible for the legality, accuracy and licensing status of any materials supplied to the Company.

6. Delivery Timelines and Dependencies

6.1 Any timeline stated by the Company is an estimate and depends on timely Client input, feedback and approvals.
6.2 The Company is not responsible for delay caused by:
a) Late or incomplete Client content, assets or instructions
b) Delayed feedback or approvals
c) Changes to scope after commencement
d) Third party platform, API, plugin or hosting constraints
e) Delays in access credentials, security clearance, or compliance sign off
6.3 If the Client delays the project by more than 5 Business Days at any stage, the Company may re schedule delivery into the next available production slot.
6.4 If no Client response is received for 14 consecutive days, the Company may place the project on hold. Reactivation may require a restart fee, re planning, and revised timeline.
6.5 Any deadline discussed verbally is only binding if confirmed in writing by both parties, with dependencies clearly recorded.

7. Scope, Variations and Project Creep

7.1 Services are limited to the scope stated in the Proposal.
7.2 Any request outside scope is a variation and may affect price and timeline.
7.3 The Company will notify the Client of variation impact before proceeding where practical.
7.4 Typical examples of out of scope work include:
a) New page types or additional templates not listed in the Proposal
b) Significant design direction changes after approval
c) New integrations, advanced map features, API configuration, data migration, or bespoke tooling not originally agreed
d) Additional brand development work where brand assets were expected from the Client
e) Extensive image sourcing, replacement or creation not originally included
7.5 Where the Company carries out additional work without immediate charge as a goodwill measure, this does not waive the Company’s right to enforce scope boundaries, delivery extensions, or future charges.

8. Communication and Review Process

8.1 The Company will provide updates through agreed channels and at agreed intervals.
8.2 The Client must review and confirm feedback within agreed review windows.
8.3 Silence or non response after a reasonable review period may result in work progressing based on latest approved direction.
8.4 The Company may assign or reassign team members to ensure delivery.

9. Changes Requested During Build

9.1 Design or content changes requested after build has commenced may require rework and timeline extension.
9.2 Where repeated revision cycles occur beyond what is reasonably included, the Company may quote additional charges before continuing.

10. Acceptance

10.1 Deliverables are deemed accepted where the Client:
a) Confirms acceptance in writing
b) Uses the Deliverables in production, marketing, or public channels
c) Fails to raise any material defect within 5 Business Days of delivery or review request
10.2 Minor visual, copy or formatting points do not prevent overall acceptance and can be handled as snagging.

11. Refunds and Cancellation

11.1 Fees paid for reserved production time, completed work, partially completed work, and work in progress are non refundable unless the Company agrees otherwise in writing.
11.2 Where the Client cancels after commencement, the Company may retain all monies paid and invoice for any additional work completed but not yet billed.
11.3 The Client is not entitled to a full refund where delay or non completion has been materially impacted by Client side delay, missing input, late approvals, or scope expansion.
11.4 If either party terminates for material breach, the non breaching party retains all legal rights and remedies.

12. Suspension and Termination

12.1 The Company may suspend Services immediately where there is non payment, abusive conduct, unlawful use, or serious non cooperation.
12.2 Either party may terminate for material breach not remedied within 14 days of written notice.
12.3 On termination, all outstanding sums become immediately due.

13. Handover and Access

13.1 Subject to payment of all outstanding sums, the Company will provide a reasonable handover of completed Deliverables in line with the agreed scope.
13.2 Third party licence costs, premium plugins, platform subscriptions, or account based services are not included unless expressly stated.

14. Hosting, Support and Third Party Services

14.1 Hosting, maintenance and support services are governed by the specific package agreed with the Client.
14.2 Uptime, speed and availability may be affected by third party providers beyond the Company’s direct control.
14.3 The Company is not liable for third party outages, policy changes, API restrictions, or pricing changes.

15. Intellectual Property

15.1 The Company retains ownership of its pre existing materials, methods, frameworks and know how.
15.2 Upon full payment of all project fees, the Client receives the right to use final Deliverables for the intended business purpose.
15.3 Any third party assets remain subject to their own licence terms.

16. Confidentiality

16.1 Each party will keep confidential information secure and will not disclose it except where required by law or for delivery of Services.

17. Limitation of Liability

17.1 The Company’s total liability arising from Services shall not exceed the fees paid by the Client for the specific Services giving rise to the claim.
17.2 The Company is not liable for indirect or consequential loss, including loss of profit, revenue, opportunity, goodwill, or anticipated savings.
17.3 Nothing in these Terms limits liability that cannot be excluded by law.

18. Force Majeure

18.1 Neither party is liable for delay or failure caused by events outside reasonable control, including service outages, cyber incidents, acts of government, labour disputes, or extreme weather.

19. Complaints Procedure

19.1 Formal complaints must be sent in writing to hello@mtg-digital.com with full details of the issue, desired outcome, and supporting evidence.
19.2 The Company will acknowledge receipt and respond within a reasonable timeframe.

20. General

20.1 A failure to enforce any right is not a waiver of that right.
20.2 If any term is held invalid, the remaining terms remain in force.
20.3 These Terms are governed by the laws of England and Wales.
20.4 The courts of England and Wales shall have exclusive jurisdiction unless otherwise required by law.