Terms and conditions

Last updated: February 2019

This document together with the other documents expressly referred to in it constitute the terms and conditions on which we supply any of the services described on our website to you. Please read it carefully before placing your order. You should understand that by ordering any of our services you agree to be bound by these terms and conditions. We recommend that you should print a copy and retain for future reference.

Please note that our Services are designed for use in relation to the law of England and Wales only.

1. Definitions

1.1 “we” “our” and “us” means or refers to Mercia totalSOLUTION. Mercia totalSOLUTION is a trading name of Mercia Group Limited. Mercia Group Limited is a company registered in England & Wales with company number 1464141. Registered Office: Wilmington plc, 5th Floor, 10 Whitechapel High Street, London, E1 8QS. Our principal place of business: Grove Park, 2 Thorpe Way, Enderby, Leicester, LE19 1SU. Our VAT number is GB 899 3725 .
1.2 “you” and “your” means or refers to the company, firm or individual placing the order via our on line shop.
1.3 “Additional Services” means the add-on services or any of them ordered via our online shop as more particularly described in Part 2 of the Schedule.
1.4 “Customer” means your customer.
1.5 “Minimum Term” means a period of twelve (12) months from the date of your order or website redesign / makeover.
1.6 “Monthly Payment” means the price payable for the Support Services and any ongoing Additional Services.
1.7 “Schedule” means the schedule at the end of this document which gives details of the Services which we are to provide to you.
1.8 “Services” means the Support Services and Additional Services (if any).
1.9 “Support Services” means the services more particularly described in Part 1 of the Schedule.

2. Formation of contract

2.1 The completion and submission by you of our online order form shall constitute your acceptance of the Services and shall form a contract between us for the supply and purchase of those Services. These terms and conditions including the Schedule shall apply between us in respect of the Services we are to provide. Except to the extent that this agreement is varied by mutual consent in writing, it shall constitute the entire agreement between us and shall prevail over your own terms and conditions and any previous terms and conditions, agreement, representation, warranty undertaking or understanding.
2.2 You and we each agree and expressly represent to each other with the intention that the other shall be entitled to rely on the following representation and that you and we shall be estopped from denying it. You and we each represent to the other that in entering into this agreement neither you nor we and shall be entitled to rely on, and shall have no remedy at law, in equity or under the Misrepresentation Act 1967 in respect of any statement, representation or other understanding (whether oral or in writing) of any person whether a party to this agreement or not other than as expressly set out in or referred to in this agreement. Nothing in this clause shall preclude any liability for fraud.

3. Terms of Payment

3.1 The Monthly Payment shall be paid by you in advance on the first day of each month by direct debit. A signed direct debit form must be presented to us before we will make your website live. We will invoice you for a year’s Support Services on placing an order and on each annual anniversary of placing the order. There will be 12 direct debit payments, including VAT, for the year. If there is a termination during any year after the end of the Minimum Term, VAT will be refunded pro rata. Payment may alternatively be made by credit card - this must be done in full for a year when placing an order.
3.2 We reserve the right to vary the Monthly Payment by giving you two (2) months’ notice in writing to take effect at any time on or after the expiry of the Minimum Term.
3.3 The provision of any Additional Services shall be charged in accordance with our price list from time to time. Our price list is available on our site and a copy will be forwarded on request.
3.4 You will be invoiced for the provision of any Additional Services on receipt of your order. Payment for additional services will be as pr 3.1.
3.5 Where no sum is included in the Monthly Payment or any prices set out in our price list in respect of VAT, these shall be exclusive of VAT.
3.6 We shall be entitled to charge you interest on any overdue amounts at the annual rate of 2% over the base rate of Lloyds TSB plc from time to time accruing on a daily basis and compounded monthly or part of a month until payment is made and this rate shall apply both before and after the issue of any legal proceedings we may take against you to recover any unpaid amount. We may claim interest under the Late Payment of commercial Debts (Interest) Act.
3.7 YOUR ATTENTION IS SPECIFICALLY DIRECTED TO THIS CLAUSE
In the event that a payment is overdue then (provided that we have given notice of non-payment and five (5) working days have elapsed and payment has still not been made) we may then without further notice, and without prejudice to any other rights or remedies, suspend provision of the Services until such payment has been made. Suspension shall include the right for us to refuse access to your website. In the event of any such suspension, if you wish us to resume provision of the Services we shall be entitled to require payment in full of all Monthly Payments and any other amounts then outstanding in relation to the Services.
3.8 Time shall be of the essence for all payments due under this agreement.
3.9 You shall not be entitled to withhold from your payment of the Monthly Payment or your payment of any invoice any sums save if owed by us to you under this agreement. For the avoidance of doubt you may not withhold any monies due in respect of anything other than the Services or due to any other member of the Mercia Group of companies.
3.10 We reserve the right to withdraw any special offers at any time.

4. Supply of Services

4.1 We shall use our reasonable endeavours to supply the Services in accordance in all material respects with this agreement. We shall use our reasonable care and skill in delivering the Services to you.
4.2 Subject as provided in clause 7, we shall use our reasonable endeavours to meet the performance dates specified, but such dates shall be estimates only and time shall not be of the essence for our performance. You acknowledge that where our performance is dependent upon the supply of information and/or materials by you, we will not be liable for any delay resulting from your failure to supply such information and/or materials.

5. Security and Data Protection

5.1 You and we shall each comply with the data protection legislation in force from time to time to the extent that such legislation applies to your and our activities as contemplated by this Agreement.
5.2 We undertake that we will maintain reasonable security measures to protect the security and integrity of any data stored on our system.
5.3 You undertake to obtain any consents needed from data subjects for the processing in the provision of the Services of any personal data supplied by you or on your behalf in accordance with the data protection legislation in force from time to time.

6. Termination

6.1 You or we may terminate this agreement by giving the other 30 days’ notice in writing to expire at any time on or after the end of the Minimum Term. When a site redesign / makeover is undertaken the minimum term will recommence from the date the redesigned site is made live.
6.2 Either party may terminate this agreement immediately if the other party becomes unable to pay its debts or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation in such manner that the company resulting from such reconstruction or amalgamation if a different legal entity shall agree to be bound by and assume the obligations of the relevant party under this Agreement) or compounds with or convenes a meeting of its creditors or has a receiver or manager or an administrator appointed of its assets or ceases for any reason to carry on business or takes or suffers any similar action which in the opinion of the party giving notice means that the other may be unable to pay its debts.
6.3 We may terminate this Agreement by giving you notice in writing if you commit any material breach of your obligations under it and (where such breach is capable of remedy) fail to remedy such breach within 30 days of receipt of our notice specifying such breach.
6.4 Without prejudice to clause 9.3 or any other provision of this agreement concerning the time for payment, we may terminate this agreement for late payment by giving you notice in writing if you are late in making any payment by more than twenty (20) days or if any three (3) consecutive payments are not made by the due date or if any three payments in any period of [twelve (12) months are not made by the due date.

7. Effect of termination

7.1 Upon termination of this Agreement we shall:
- 7.1.1 immediately take down your website from our server;
- 7.1.2 make any of your data stored on the secure part of our server available for downloading by you for a period of 30 days;
7.2 Upon termination of this agreement you shall:
- 7.2.1 immediately pay to us the balance of any monies due to us up to and
  including the date of termination;
- 7.2.2 with effect from the date of termination immediately cease to use any of our materials, including (without limitation) information sheets, newsletters and technical or other website content.
7.3 Termination of this agreement shall be without prejudice to any accrued right of you or us.

8. Confidentiality

8.1 Neither you nor we shall without the prior written consent of the other disclose any information or data relating to the other or its commercial, financial, technical or other business activities or dealings, intellectual property rights, the Services we supply or any other secret or confidential information disclosed to one party by the other during the performance of the agreement (the “Confidential Information”) to any other third party unless such disclosure is reasonably necessary for the proper performance of the agreement between us or is required by law.
8.2 In each case where one party is required or authorised to disclose any Confidential Information you or we (as the case may be) shall before doing so obtain a written undertaking from the person to whom the disclosure is made to keep confidential the Confidential Information and to only use it for the purposes for which the disclosure is made.

9. Notices

9.1 Any notice under this agreement to be given by either party to the other shall be in writing and shall be delivered by hand (which includes courier) or sent by first class pre-paid post or special or recorded delivery to the other party.
9.2 Notices to us shall be addressed to us at Grove Park, 2 Thorpe Way, Enderby, Leicester, LE19 1SU. Notices to you shall be addressed to you at the address detailed in your online order. Or in either case such other address as may from time to time be notified in writing by one party to the other.
9.3 A correctly addressed notice delivered by hand shall be deemed to have been received when delivered (or, if delivery is not during business hours at 9.00am on the first business day following delivery) or if sent by first class pre-paid post or special or recorded delivery shall be deemed to have been given two days after the envelope containing the same was so posted (excluding Saturdays, Sundays and bank and public holidays).
9.4 Any notice under this agreement shall not be validly served if sent by email or facsimile transmission.

10. General

10.1 If any provision set out in this Agreement is held by any competent authority to be invalid, unenforceable or illegal the other provisions shall remain in force.
10.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect the to commercial intention of the parties.
10.3 No failure or delay in exercising any right or remedy under this agreement or in law shall be construed or operate as a waiver thereof nor shall any single or partial exercise of any right or remedy preclude the further exercise of such right or remedy. A waiver of a breach or default under this agreement does not constitute a waiver of any other breach or default and shall not affect the other terms of the agreement. A waiver of a right under this agreement is only valid if it is in writing and applies only to the party to which it is given and the circumstances for which it is given. The rights and remedies provided in this agreement are cumulative and are not exclusive of any rights or remedies provided by law.
10.4 Neither you nor we shall be liable to the other if prevented from or delayed in
performing our respective obligations under this agreement where the inability to
perform those obligations is due to a reason beyond the reasonable control of you or us (as the case may be).
10.5 This agreement is personal to you. You shall not without our written consent be entitled to delegate or assign any of the obligations or rights rising under this agreement to any third party whatsoever.
10.6 We may subcontract, delegate, transfer, charge or assign our rights and/or obligations under this agreement in whole or in part.
10.7 This agreement is made for the benefit of you and us and (where applicable) permitted successors and assigns and is not intended to benefit, or be enforceable by, any one else whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
10.8 The agreement between you and us shall be governed by and construed in all respects in accordance with the laws of England.

Schedule of Mercia totalSOLUTION Services

This Schedule is to be read in conjunction with and forms part of the Mercia totalSOLUTION terms and conditions. References in this Schedule to Mercia totalSOLUTION are as defined in clause 1.1 of the terms and conditions and references to the client are to you as defined in clause 1.2 of the terms and conditions.

Part 1 Support Services

Websites

Build

We will provide a choice of website designs. The design chosen by you will be tailored to include corporate logos, colours, fonts and branding.
If your design requirements cannot be achieved from one of the standard designs then we will advise you before commencement of work of any bespoke design fees. You will have the option to terminate at this point if you wish.
We will provide brochure text for home, about us and services. The chosen copy will be provided in Microsoft Word format for editing. You will edit the chosen document as required and return it via email to totaltechnical@mercia-group.co.uk. Additional content can be added as required. This text will be used as the website text.
Any imagery used within the site can be selected from our library of images. If you wish to use any imagery that is not within our library then you can supply your own licensed images and we will use those within the site.
A help section, disclaimer section, accessibility page, cookie policy and site map will be included in every site. These can be edited as required.
You will provide a copy of your logo in digital format or as a letterhead.
Upon receipt of the logo and edited website brochure text, we will build the website and make it available to you (within 7 working days) in an online development area for review . Any corrections and amendments will be emailed to totaltechnical@mercia-group.co.uk. The site will only be made live once you have given express instructions to do so.
The website will not be made live until payment has been received by cheque, or a signed DD mandate is in our possession.
The website must be hosted on our web servers.
Full instructions will be provided on how to amend domain name settings to direct the website traffic to the correct servers for hosting. This repointing can be achieved without affecting your internet connectivity or email. Registration of your domain will remain with the existing ISP and ownership of the domain with you.

Content

The following content is included:

At least 80 factsheets covering a range of accounting, tax and business topics.
At least 8 new relevant news items will be added each month.
A set of simple online calculators.
A set of standard HMRC and Companies House forms.
Historical market data, usually updated within 3 working days of the beginning of each month. Including interest rates, exchange rates, inflation rates, RPI and FTSE.
Budget and Autumn Statement reports (when and if announced) to be available the day after the Chancellor’s announcement.
A set of current tax rates and allowances.
A tax calendar, displaying the main tax deadlines and key dates.
A set of useful links.
Topical news items (“hot potatoes”) will be added to the website as deemed necessary by our editors.
Live news feeds from BBC and Reuters.
At least 3 factsheets (“freebies”) covering topical items will be available to use with the online registration form.

Functionality

News items added each month to the website will be emailed to all contacts subscribed to receive the monthly newswire in contactMANAGER (the website contact administration system). One email will be sent per month to each subscriber containing all of the month’s news stories. These emails will use an email template to provide branding to include your logo and contact details. All emails sent will be “from” an email address designated by you.
Website statistics will be available to you through a secure online administration area. These will show the number of visits, unique visitors, pages visited and search engine traffic.
An online registration system will allow users to register on your website to receive mailings, free resources (“freebies”) and access to password restricted areas. The registrant’s details will be automatically added to contactMANAGER, a welcome email is sent to the registrant and an email will be sent to you advising you of the online registration.
contactMANGER will allow you to add, bulk upload, edit and delete contacts. Contact groups can be created which allow the client to define groups for contacts and assign multiple groupings to a contact (eg partner / office / client type).
An unsubscribe system for all system emails sent which allows the recipient to click on a link to unsubscribe from future mailings. This will automatically unsubscribe the recipient in contactMANAGER and send an email to you advising you of the details.
Provision of eFORMS to create bespoke website forms.
Provision of Christmas eCARD service, to send a Christmas message to all contacts within contactMANAGER.
Site search.
Access to email templates (for eNEWS, registration and Budget) through a secure online login to allow you to edit these templates if you wish.

Ongoing Support

The technical content will be updated as soon as reasonably practicable by our editorial staff as necessary to keep the content up-to-date and in line with the relevant legislation.
Any updates you wish to make within the brochure sections of the site will be emailed to totaltechnical@mercia-group.co.uk. These updates will be actioned by us within 2 working days.
All support questions are to be emailed to totaltechnical@mercia-group.co.uk.
When a website is made live an email will be sent to you advising that the site is live.
Support will be given to you for bulk importing of contacts into contactMANAGER and emailing of a “welcome email” to each contact uploaded.

Search Engine Optimisation (SEO)

Our SEO service provides for up to 5 phrases to be optimised as part of your website monthly fee.
For this we will help chose suitable phrases, optimise your site for those phrases, report to you on the performance of those phrases and make adjustments as necessary to continue the optimisation of the chosen phrases.
We cannot promise to get you to the top of the first page in Google for every phrase chosen, but will use our expertise and best practice to maximise the chances of performance of the chosen phrases over the long-term.
We can make no guarantees as to how quickly the search engine rankings will improve as this is determined by the search engines, but we will use reasonable endeavours to achieve higher rankings as quickly as possible.
Further tranches of 5 phrases for optimisation can be bought for £60 per month plus VAT.

accSEND

Your website will have access to accSEND, a secure messaging tool for accountants. Your account includes 10GB of storage and 200 users.
Further space/contacts can be purchased from within the admin section of accSEND. The cost is £20 for an extra 10GB/200 users.
A digital signatures system can be enabled from the admin section of accSEND. The cost to use the digital signatures function is £20 per month.
By logging in to accSEND you and your clients agree to the specific terms and conditions of accSEND, which can be found within the app.

Biennial Makeover

You may have a free redesign / makeover of your website every 2 years (from the date of the initial contract).
The redesign will be based on the choice of website designs we have available at that point in time. The design chosen by you will be tailored to include corporate logos, colours, fonts, branding and content.
If your design requirements cannot be achieved from one of the standard designs then we will advise you before commencement of work of any bespoke design fees.
Upon completion of the redesign the minimum term will recommence, effective from the date that the redesigned site was made live.

Miscellaneous

You can upload a maximum of 1,000 contacts into contactMANAGER. Any further allocation required must be applied for to totaltechnical@mercia-group.co.uk. Additional allocations will be supplied at our discretion.
You will be able to use a domain(s) you currently own as the address for the website. If you do not own a domain then we will obtain one for you.

resourceCENTRE

We will provide a set of html resource content via our API, Wordpress widget or iframe.
The content will be linked into the CSS of your existing website to brand the pages to match your site.
This will be actioned within 7 working days of the availability of the your website/development website, following an order being made.
The content will not be provided to you until payment has been made by cheque or a signed DD mandate is in our possession.
The content pages will be added by you or your website provider.
The resourceCENTRE content will be hosted on the our servers.
The resource pages for resourceCENTRE will include the following:
- At least 90 factsheets covering a range of accounting, tax and business topics .
- At least 8 new relevant news items will be added each month.
- A set of simple online calculators.
- Budget and reports to be available the day after the Chancellor’s announcement.
- A set of current tax rates and allowances.
- A tax calendar, displaying the main tax deadlines and key dates.
The resourceCENTRE (with emails) package will also include the following systems:

At least 3 factsheets (“freebies”) covering topical items will be available to use with the online registration form.
News items added each month to the website will be emailed to all contacts subscribed to receive the monthly newswire in contactMANAGER (the website contact administration system). One email will be sent per month to each subscriber containing all of the month’s news stories. These emails will use an email template to provide branding to include your logo and contact details. All emails sent will be “from” an email address designated by you..
An online registration system will allow users to register on your website to receive mailings, free resources (“freebies”) and access to password restricted areas. The registrant’s details will be automatically added to contactMANAGER, a welcome email is sent to the registrant and an email will be sent to you advising you of the online registration.
contactMANGER will allow you to add, bulk upload, edit and delete contacts. Contact groups can be created which allow the client to define groups for contacts and assign multiple groupings to a contact (eg partner / office / client type).
An unsubscribe system for all system emails sent which allows the recipient to click on a link to unsubscribe from future mailings. This will automatically unsubscribe the recipient in contactMANAGER and send an email to you advising you of the details.
Access to email templates (for eNEWS, registration and Budget) through a secure online login to allow you to edit these templates if you wish.

The resourceCENTRE package provides a licence to use our content within your accountancy firm website. If you wish to use it also within your firm's App or blog then an extended licence is available.

Part 2 Additional Services

mailENGINE+

Provide an email marketing system which can be accessed by you through the secure online administration system.
You can create a contact list from contactMANAGER, create an email to send using your own content and then schedule the email to send.
You can send an unlimited number of emails from the system.
For the managed option you can email the content and instructions to totaltechnical@mercia-group.co.uk. We will set-up the mailer and send it out for you. This option allows for one mailshot to be sent per month.
The mailENGINE+ system will be hosted on the our servers.

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