Terms & Conditions

Merchant Square- Terms and Conditions of Business

The following terms and conditions apply to all relationships between you, the “Client”, and ourselves, Merchant Square,

1. Entire Agreement

These terms and conditions of business together with any proposal by Merchant Square comprise the entire agreement between the Parties (“the Agreement”) and supersedes all prior representations, warranties and agreements of whatsoever nature between the parties.

2. The Services

Merchant Squareshall carry out the Services (as described within with reasonable skill and care, but will have no liability whatsoever to the Client for any failure to do so.  Clansman Dynamics shall use reasonable endeavours to adhere to any programme agreed for the services but shall incur no liability for any failure to do so.

3. Changes

The Client may by giving written notice to Merchant Square, from time to time make changes to the Client’s requirements and information, issue additional instructions and require additional services or direct the omission of part of the Services without  invalidating this Agreement.  Before any such change, addition or omission is performed the value of any change , addition or omission , the value thereof to Merchant Square shall be determined by mutual agreement of the Parties.  In the event that the Parties do not agree the value of any such change , addition or omission as aforesaid in writing prior to the performance thereof they shall each use best endeavours to do so as soon as reasonably practicable thereafter.  In the absence of agreement, additional payment shall be in accordance with clause 3 payment above and the value of any omission shall be compute on the basis of the estimated cost to Merchant Square which would have been incurred had the Services not been omitted.  If subsequent to the commencement of any Services the cost to Merchant Square of performing any part of the Services is increased or decreased by reason of the coming into force of any law, statute, by-law, regulation or other measure having the force of law and for which no adequate provision is made, the amount of such increase or decrease shall be added or deducted as the case may be.

4. Legal rights in the project work

All copyright and other intellectual property rights in connection with our work and the Services on Client’s projects, belong to and vest in Merchant Square. Once the Services are complete and all sums due to Merchant Square been paid in full, the Client may use our design work, for the purpose intended under licence.

Should the Client supply Merchant Square with any work to incorporate into a design or in connection with the project or the Services, it is the responsibility of the Client to ensure that:

• the Client owns the copyright and all other rights in the work; or

• the Client has the necessary licence or other legal permission to use and reproduce the work;  and

• Merchant Square using the work will not in any way infringe any third party rights.

Any items, materials or work provided by the Client to Merchant Square shall be at the sole risk of the Client.

The Client may not alter or modify any of Merchant Square designs or other work without our prior written agreement in which case any changes must be made by us or under our supervision, at an hourly rate agreed between us which will be charged in accordance with condition [3] hereof.

The Client shall indemnify and hold harmless Merchant Square from and against all consequences of a failure in this respect.

5. Confidentiality

Both Parties agree to do everything reasonably possible to protect each other’s confidentiality.

6. Termination

Merchant Square is confident that you will wish to remain a Merchant Square customer or upgrade to one of our other products as your company requires. If however for any reason you wish to terminate your services with us, all we would ask is you submit your request by email to and allow us 10 working days to take down your site

7. Payment on Cancellation

In the event that the Client is in breach of their obligations hereunder or if  Merchant Square properly cancel provision of the Services in terms hereof, the Client shall pay to Merchant Square any fees and expenses or a reasonable proportion thereof in the event of Services which have been partially delivered resulting from Merchant Square  carrying out your instructions up to the date of cancellation.
Should  the Client cancel the Services, or place the provision of them on hold indefinitely, at any stage,  the total sum due by the Client to Merchant Square will become due for immediate payment.

8. Liability

Except for the express warranties set out in this Agreement, Merchant Square makes no other warranties or representations of any kind whatsoever, express or implied, including any warranties of merchantability/satisfactory quality or fitness for purpose relating to the services to be provided by Merchant Square under this Agreement and any such warranties are expressly excluded.  The Client’s sole and exclusive remedies for any and all claims it might have against Merchant Square arising out of any act, error or omission of Merchant Square are those expressly set forth in this Agreement and the Client waives any other remedies it might have whether at law, or in equity and whether based on contract or in tort. Any and all releases, limitations on liability, restrictions, exclusions and indemnities running in favour of Merchant Square in this Agreement shall include in the aggregate Merchant Square officers, directors, shareholders, employees, agents and representatives. Nothing in this Agreement excludes or restricts liability for death or personal injury resulting from negligence.

9. Third Party Rights

Nothing in this Agreement confers or purports to confer on any third party any benefit or any right to enforce any term of this Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.

10. Force Majeure   

Neither Party hereto shall be responsible hereunder (save for the payment of monies then due) for any delay, default or non-performance of this Agreement to the extent that such delay, default or non-performance shall be occasioned by Force Majeure.  Force Majeure is any event or circumstance beyond the reasonable control of the Party, including, but not limited to, acts of God, labour strikes, lockouts or other labour difficulties, civil commotion, criminal acts of third persons, acts or omissions of sovereign states, fire, unavoidable accidents, seriously adverse weather conditions, war (whether declared or undeclared) or terrorism.  The settlement of any strike shall be at the complete discretion of the Party whose employees are on strike.

11. Law

The laws of Scotland shall govern this Agreement and the courts of Scotland shall have exclusive jurisdiction except that any judgement award or order thereby obtained may be enforced  in any jurisdiction.

12. Domain
The domain address/es purchased on your behalf will be managed, and remain under the ownership of Merchant Square for the duration of your website services provision by us. Transfer of same to any third party is not a practical option and would render the provision of services unviable.

13. It is an integral part of the agreement between both parties that a small scale hyperlink to the Merchant Square website is included at the footer of each page

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