Terms & Conditions

1. Who we are and who these terms cover

Midoriweb is a trading name of Midori Ventures Ltd, a company registered in England and Wales under company number 17403819. Our contact address is Avon House, Avonmore Road, Kensington, London, W14 8TS, United Kingdom. Contact us at support@midoriweb.io or through our contact page.

“We”, “us” and “our” mean Midori Ventures Ltd. “You” means the customer identified in the accepted order. Our services are principally designed for businesses, including companies and sole traders. If you act for an organisation, you confirm that you have authority to bind it. A consumer is an individual acting wholly or mainly outside their trade, business, craft or profession. Your actual circumstances determine your legal status; describing an order as business use does not remove consumer rights.

2. Orders, scope and contractual priority

An enquiry, support request, quotation or automatic receipt acknowledgement does not by itself mean that we have accepted work. A contract is formed when we expressly accept the order or issue the agreed order confirmation. Module orders are accepted when we confirm acceptance or make the purchased licence/download available, whichever happens first. Any payment collected for an order we decline will be returned.

The contract includes these terms and the applicable Module Licence Terms and Cancellations, Renewals & Refunds page supplied before agreement, together with the accepted quotation, statement of work, product description and order confirmation (“Order”). A specifically agreed written variation takes priority, followed by the Order; the module terms govern software licensing specifically, and these terms govern other matters. Mandatory rights always prevail. Customer purchase-order terms do not apply unless we expressly accept them in writing.

The Order should identify scope, deliverables, price or rates, dependencies, milestones, licence model and any service levels. Estimates are not fixed prices unless described as such. We will clarify material pricing errors before acceptance, rather than charge an unapproved correction. No change to an accepted price or scope is effective merely because we update this website.

3. Development, integrations and technical services

We provide the work expressly included in the Order using reasonable care and skill. Services may include website and ecommerce development, modules, integrations, automation, consultancy, performance work, security remediation, migrations, hosting-related assistance and maintenance. Hosting, monitoring, backups, content entry, training, accessibility audits, legal compliance advice and ongoing maintenance are included only where the Order says so.

Unless expressly guaranteed in the Order, delivery dates are estimates and depend on timely access, approvals and third-party cooperation. We will explain material delays and agree revised plans. A change in requirements, environment or third-party software may require a change request describing its price and timing effect; we will obtain approval before undertaking chargeable work outside the agreed scope.

We do not promise particular sales, search rankings, conversion rates, uninterrupted operation or that every pre-existing defect, attack or vulnerability can be eliminated. These limitations do not excuse failure to perform the agreed work with reasonable care and skill. Third-party charges and usage-based API costs require the customer's agreement where not already included.

4. Customer responsibilities and authorised access

You must provide accurate information, lawful instructions, appropriate licences, timely decisions and authorised access to the systems concerned. Nominate a contact entitled to approve scope, releases and additional spending. You remain responsible for your business decisions, content, product claims, customer communications and legal obligations unless an Order expressly allocates a particular task to us.

Before changes, maintain usable, tested backups and a recovery plan unless we have accepted that responsibility in writing. Tell us about business-critical systems, sensitive data, existing defects, changes by other suppliers and any unusually high foreseeable losses. We will discuss an appropriate scope, release plan and, where needed, different risk arrangements. Backup responsibilities do not exclude liability for our own failure to exercise reasonable care.

Use temporary, least-privilege accounts and the designated secure access facility. Do not send passwords, payment-card details or unnecessary personal data in ordinary tickets or email. Revoke access or rotate credentials when the work finishes. Expiry or deletion from our credential vault does not revoke access on your server. Unless we expressly agree otherwise, authorising work confirms you have the system owner's permission.

5. Testing, release and correction of defects

We will make agreed deliverables available for review against the agreed specification. Unless another period is stated in the Order, business customers should report material, reproducible departures from that specification within 10 working days, with reasonable supporting detail. We will investigate and correct defects attributable to our work within the agreed scope and a reasonable time. A new feature or a defect caused by an unrelated change is not automatically included correction work.

For business customers, written sign-off or deliberate production use following an opportunity to test constitutes acceptance of the deliverable concerned. Silence alone does not waive a claim or approve a materially incomplete deliverable. Acceptance does not remove rights relating to latent defects, agreed warranties or mandatory law. Production deployment requires the agreed release authorisation; emergency instructions may authorise a limited live intervention where staging is impractical, with risks explained where reasonably possible.

6. Support, retainers and emergency work

A support request is subject to our review of scope, access, capability and availability. We confirm acceptance and intended start time before requesting payment. Advertising an emergency service does not promise instant acceptance, a fixed response time or a guaranteed resolution unless the Order expressly provides one. Retainer coverage, included hours, response targets, rollover and exclusions are those expressly agreed; unused time does not roll over unless stated in the Order.

Working-hours emergency intake operates Monday to Friday, 08:00–17:00 Europe/London time, excluding England and Wales public holidays. Out-of-hours intake applies outside that window. New requests and initial acceptance must qualify for the selected service window. A request awaiting acceptance at the changeover is not automatically accepted or repriced: a different service requires fresh agreement.

The emergency initial charge shown and agreed before payment includes up to the stated initial engineering allowance. It is a charge for the agreed service and included time, not a fixed-price promise to resolve the problem. Once that initial service has commenced, using less than the included time does not reduce the initial charge for business customers. Consumer cancellation and other mandatory remedies remain unaffected.

Once accepted, the same case retains its agreed initial charge and extension rate even when work continues beyond the service window. Crossing 17:00, 08:00, a weekend or a holiday does not itself increase the rate or stop accepted work. This does not authorise unlimited time: work still pauses when the approved allowance or valid payment authorisation is exhausted, or where access, customer decisions or safety require it.

Additional time needs your express approval and confirmed payment authorisation before it is worked. Where an extension uses a card hold, capture is limited to actual recorded chargeable time within the approved maximum, using the billing increment disclosed before approval. Unused authorisation is released; bank processing times vary. Further extensions require fresh approval. Waiting while the work timer is paused is not engineering time. A new incident or a closed case requiring new work needs a new agreement.

7. Fees, invoices and non-payment

Prices, currency, billing increments, taxes, deposits and instalments are set out before agreement. VAT is charged only where applicable; any consumer total includes applicable unavoidable taxes and charges. Unless a different due date is agreed, business invoices are payable within 14 days. Deposits are payments on account, not automatically forfeitable penalties. Module access or commencement of work may be conditional on cleared payment.

Notify us promptly of a genuine invoice dispute, explaining the items concerned, and pay undisputed amounts by their due date. For qualifying overdue business debts, we may claim statutory interest and reasonable recovery compensation permitted by law. We will normally give written warning and a reasonable opportunity to pay before suspending affected work. Suspension must be proportionate and does not entitle us to destroy customer data or interfere with unrelated systems.

You may use any lawful refund, complaint or payment-dispute process. A disputed payment does not automatically prove fraud or remove statutory rights. We may provide relevant transaction and delivery evidence to the payment provider, using personal data lawfully.

8. Intellectual property in project work

You retain ownership of your existing content, data, trademarks and other materials. You grant us permission to use them only as necessary to deliver the services. We retain our pre-existing code, tools, libraries, templates, know-how, reusable components and general techniques. Third-party and open-source components remain subject to their own licences.

Unless the Order expressly agrees an assignment, copyright in our bespoke deliverables remains with us. Once all fees for the relevant deliverable are paid, you receive a perpetual, non-exclusive licence to use, host, copy for backup and maintain that deliverable for the business and purpose identified in the Order. You may engage replacement developers under confidentiality to maintain it for that purpose. This does not permit resale of our reusable components as standalone products, use for unrelated businesses or publication of proprietary source code.

Any agreed transfer of bespoke intellectual property takes effect only after payment and completion of the required written assignment; it excludes our background materials and third-party rights. Modules supplied separately remain governed by the Module Licence Terms, even if installed during a development project. We will not use confidential customer material in a portfolio without permission.

9. Confidentiality, personal data and subcontractors

Each party will protect the other's confidential information with reasonable care, use it only for the contract and disclose it only to people who need it and are bound by appropriate confidentiality duties. This does not cover information already lawfully known, independently developed or public without breach. Legally compelled disclosure is permitted, with notice where lawful. Confidentiality continues after the contract; trade secrets remain protected while confidential.

We may use suitably qualified subcontractors, remaining responsible for the services we agree to provide. Our Privacy information describes our own handling of account and business-contact data. If we process personal data on your behalf, the parties must put an appropriate data-processing agreement and processing instructions in place before that processing starts, covering the relevant processing, security, subprocessors, assistance, deletion and international transfers. These general terms are not a substitute for that agreement. Neither party may instruct unlawful processing.

10. Liability and allocation of business risk

Nothing in this contract excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, rights of title that cannot lawfully be restricted, or any other liability or remedy which cannot lawfully be excluded or limited. Nothing removes a person's mandatory data-protection rights.

For business customers only, subject to the preceding paragraph and any expressly agreed different limit, our total aggregate liability arising from the affected Order, whether in contract, negligence, other tort, breach of statutory duty or otherwise, is limited to the greater of £1,000 and the fees paid or payable under that Order during the 12 months before the event giving rise to the claim. For a one-off project or module purchase, the relevant amount is the total fee for that Order. Connected events are treated as one claim for this limit; different legal labels do not multiply it.

For business customers only, subject to the same mandatory exceptions, we are not liable for loss of profit, revenue, anticipated savings, business opportunity or goodwill, or indirect or consequential loss. Reasonable direct restoration costs for data lost through our breach are not excluded merely because the affected asset is data, but remain subject to the applicable lawful liability limit. Each party must take reasonable steps to reduce avoidable loss. These limits allocate risk in the agreed price; tell us before contracting if a higher negotiated limit is required.

For consumers, the business exclusions and cap do not apply. We are responsible for foreseeable loss and damage caused by our breach or failure to use reasonable care and skill, subject to applicable law. Statutory rights regarding satisfactory digital content, fitness for a disclosed purpose, description, services and available remedies are unaffected.

11. Third-party rights and customer materials

You must have the necessary rights in materials and instructions you supply. For business customers only, you will reimburse reasonable third-party damages and legal costs finally awarded or settled with your written consent to the extent directly caused by infringement in those materials or your unlawful instructions. This does not cover our modifications or use outside your instructions, our negligence or our breach. We must notify you promptly, let you reasonably participate in the defence, cooperate and mitigate loss; no admission or settlement binding you will be made without consent, not unreasonably withheld. There is no automatic or punitive charge.

12. Suspension, termination and events outside control

Either party may terminate an affected Order for a material breach not remedied within 14 days after written notice, where it can be remedied. Immediate proportionate suspension or termination may be justified for an irremediable material breach, unlawful activity, active security risk or deliberate infringement. We will explain the reason where lawful and give an opportunity to resolve it where reasonably safe. Ordinary cancellation is governed by the Order and the cancellation page.

On termination, lawful accrued charges remain due; we account for work properly performed and authorised unavoidable commitments, and refund unearned prepaid amounts where required by the contract or law. We will agree a reasonable handover of customer-owned materials. Licences already validly earned continue according to their terms unless lawfully terminated for their own breach. Subscription rights end as stated in the relevant licence. Customer records are retained or deleted according to legal duties and agreed data-processing terms.

A party is not responsible for delay caused by an event genuinely beyond its reasonable control to the extent it could not reasonably prevent or overcome it. It must notify the other party, mitigate the impact and resume when possible. Payment for work already provided remains due. If the interruption continues for 30 days, either party may end the affected undelivered services; unused prepayments are returned after accounting for properly delivered work and authorised unavoidable costs. Consumer rights remain unaffected.

13. Website use and general provisions

You must not misuse the site, attempt unauthorised access, upload malicious code, scrape protected content unlawfully or infringe intellectual property. Website text, branding, designs and proprietary software remain protected. Links to third-party services do not make us responsible for those services, except for obligations we expressly undertake. Our descriptions and contractual promises are not displaced by a general website disclaimer.

No delay in exercising a right waives it. If a provision is unenforceable, the rest continues so far as legally possible; no provision is rewritten to remove mandatory rights. Neither party may transfer contractual obligations without the other's consent, except that we may transfer to a genuine business successor if it can perform the contract and the transfer does not materially reduce your rights. A person not party to the contract has no right to enforce it under the Contracts (Rights of Third Parties) Act 1999, except where expressly stated.

New versions normally apply to new Orders only. Existing contracts change only by agreement or an expressly agreed lawful variation process. Changes to renewing subscriptions must be notified before renewal with a genuine opportunity to cancel. Save the version supplied with your Order.

14. Complaints and governing law

Send complaints to support@midoriweb.io, including the Order or case reference, the concern and the outcome sought. We will investigate and respond within a reasonable time. The parties should first try to resolve disputes through discussion and may agree mediation. This does not prevent urgent legal relief, a lawful payment dispute or access to a court.

For business contracts, the law of England and Wales applies and its courts have exclusive jurisdiction, subject to our ability to seek urgent protection of intellectual property or confidential information in a competent court. Consumers retain the protection of mandatory laws and any right to bring proceedings in their home jurisdiction. Nothing requires a consumer to use mandatory private arbitration or give up a statutory remedy.