- “I” and related terms mean Peter Wright of 542 Chepstow Road, Newport NP19 9DA, trading as Netcentrics.co.uk, and any parties authorised to act on my behalf.
- “You” and related terms mean the client and any parties authorised, by mutual agreement, to act on their behalf.
- “In writing” means letter or email – not SMS, chat or other forms of hard-to-archive text.
- “Content” means non-structural components of a system e.g. illustrations rather than background images.
- A “platform” is a combination of hardware, operating systems, browsers and plugins.
- “For clarity”, “For example” or “e.g.” begin non-binding points or examples intended for guidance only.
- “Month” means one calendar month, ending on the 28th day of each month, unless otherwise stated.
- “Third-party assets” means products and services provided in association with other parties.
- “Consulting” means work or discussions not requiring site edits or document/other asset creation.
- “Project” means site builds, or other discrete blocks of work expected to last more than a day, excluding ongoing services.
- “Schedule” means the time booked for a project and any time-based milestones within that.
- “Scope” means the work and features specified for inclusion in a project.
- “Estimate” means any costed proposal for a Project, including fixed-price quotes should those be agreed.
- “Minor security updates” are those unlikely, in my sole opinion, to visibly affect your site.
2. General Conditions
- Normal business hours are 9am to 5pm, Monday to Friday, except Bank Holidays.
- Meetings are by appointment only, during normal business hours.
- Email (via [email protected]) is the preferred form of communication. I aim to respond to such emails within two working days from receipt, but cannot guarantee 24 – 7 support.
- You agree to keep me informed of your current contact details, or to accept all liability for failing to do so.
- All Proposals, Estimates and other documents are confidential unless otherwise agreed in writing.
- Unless otherwise stated in writing, any prices or schedules are non-binding Estimates, valid for 14 days from date of issue or until a start date previously agreed in writing, subject to my availability.
- You agree to check and/or test deliverables promptly on receipt or when feedback is requested, and that failing to report any concerns within 7 days of either event shall constitute acceptance of the work as-is.
- I may refuse work at my sole discretion, refunding any relevant prepayments made (less transaction fees). For clarity, I don’t build political, religious or adult sites, or those promoting abusive behaviours or fake news.
3. Rates & Payments
- Whilst Projects may be charged in instalments as described under “Projects”, all other work and support requires prepayment in full, either as an Ongoing Service (e.g. maintenance plans) or Credits. Billable hours include but are not limited to: support & consultation, research & design, coding, content creation & editing, testing & troubleshooting.
- All invoices are due on receipt unless a later due date is listed on the invoice. Invoices are issued in, and must be paid in, GB Pounds. I do not currently charge VAT. Invoices are issued by email, in PDF format. I accept cash, bank transfers (e.g. BACS, GoCardless), PayPal and most major credit cards – but not cheques or P.O.s.
- Rates for credits are listed at https://netcentrics.co.uk/rates/
- Each credit covers one hour of billable time, or other fixed-price services of the same price or less.
- Any leftover fractions of credits will be lost unless topped up to a full credit within one month.
- Credits are non-refundable, and expire unless used within 12 months of purchase.
- Any over-payments on your account will be converted to credits for future use.
- Late Payments
- Invoices are paid when funds clear in my account.
- Overdue invoices must be settled before any agreed work can continue.
- I am not liable for any consequence of delayed payments, including delays to projects.
- Late payment of third-party costs may lead to termination of associated services or licenses without warning, along with the irrevocable loss of any associated data – you accept all risks and liabilities associated with this including any costs incurred for reactivating and restoring them.
- After 30 days, overdue invoices incur 3% monthly interest plus a £40 admin fee.
- Any payments first apply to any finance costs, then third-party expenses, then the oldest remaining invoices.
- Invoices over 90 days overdue incur suspension of all services until all outstanding payments are settled. I may also seek legal remedy and/or cancel the contract without refund.
- You agree to pay any bank, legal, recovery or other fees relating to late, bounced or disputed payments.
- Any “Discovery” phase agreed shall constitute a separate project from solution implementation.
- No guarantee of price or availability for a project can be given without an agreed start date and a non-refundable booking fee of 10% of the initial estimate (minimum £75), which shall be deducted from the remaining project cost if it starts on time.
- Unless otherwise agreed in writing:
- Estimates include one optional round of design or content revision, being a single collated list of change requests that will either be actioned or discussed further (as not all change requests are advisable).
- Projects up to £1500 commence on prepayment in full. Otherwise, work begins on payment of 50% of the Estimate, with a further 40% due halfway through the project schedule (for projects over £2000) and the balance due by the end of that schedule.
- You agree to provide all necessary project content at publishable quality within two weeks of the project start date.
- Projects are paid in non-refundable instalments.
- The project shall be made live, and any final assets delivered, following settlement of any outstanding fees.
- Projects book time but progress requires your collaboration, so fees are payable on schedule even if progress is delayed.
- Unscheduled delays (beyond the two weeks allowed for content creation, if applicable) incur a £75 rescheduling fee per 7 days of such delay unless entirely due, in my sole opinion, to events entirely beyond your control (e.g. sudden, severe illness).
- Any work requested that, in my sole opinion, changes the agreed project scope will incur extra fees. Should such change requests seem likely to extend the project schedule, they will require a revised Estimate, schedule, and prepayment as for a full project.
- Unless explicitly listed, Project Estimates do not include third-party asset costs or expenses (e.g. premium templates, plugins or other licenses), or re-coding of any pre-built themes or plugins used (beyond standard customisations and configurations).
- Changes during development must be requested and agreed in writing and covered by prepayment, or deferred to a future Project phase. Such extra paid work will extend the project schedule accordingly.
- Should you cancel a booked project prior to its completion, you agree to pay a cancellation fee of 25% of the current Estimate, in addition to any outstanding invoices and project expenses already incurred.
- You agree to ensure all mission-critical features are specified in advance, or to bear the cost of adding them later.
- Projects over £1500 include 28 days of free support to a maximum of 8 hours, to deal with any issues you report that would, in my sole opinion, have fallen within the scope of the project.
- If a “fixed price quote” is agreed in writing:
- The stated price shall only apply to work within the written project scope
- The quote shall include up to three rounds of revision, as defined above
- Rescheduling fees shall only apply if delays exceed 30 days
- No further adjustments to these terms shall be assumed or implied.
5. Ongoing Services
- Ongoing Services are provided subject to fees being paid monthly in advance.
- Ongoing Service contracts renew at the end of each term unless cancelled at least 28 days in advance, as follows:
- Domains, SSL certificates and software license payments are on twelve-month recurring terms.
- Quarterly Digital Marketing Strategy Reviews are on three-month recurring terms.
- Unless otherwise stated in writing, other Ongoing Services are on an initial three-month minimum term, followed by monthly recurring terms.
- Cancelling an Ongoing Service incurs a fee equal to the amount required to cover to the end of the current term.
- Any refunds of Ongoing Services shall be limited to the last payment made for that service.
- Unless otherwise stated, any additional fees incurred by Ongoing Services remain billable. For clarity, these may include license renewals, advertising, “APIs” (third-party system access) and other fees — but will generally be discussed in advance. Some (e.g. advert costs) may vary constantly. Any regular fees will typically be added to a payment plan where feasible.
6. Third-Party Services
- You authorise me to act as your agent for any third-party assets required and agree to abide by their terms.
- You accept that the terms, specifications and costs of third-party assets may change without notice.
- Where services are provided through sites other than https://netcentrics.co.uk, any Terms listed on those sites shall supersede this Agreement for the purposes of those services only.
- Any domains you purchase through me will be registered to a name and address designated by you. For clarity, I normally retain administrative control for your convenience and protection.
- You agree to consult me before engaging competing services. For clarity, my advice and services are backed by decades of experience, so engaging others who undermine that is counterproductive.
7. Copyright & Intellectual Property
- You accept sole responsibility for ensuring that any asset use complies with its licensing, and all liability for any misuse.
- Any final logo designs that I provide shall be transferred with All Rights, although you agree that I may use such designs an example of my work unless a Non-Disclosure Agreement has been signed by both parties.
- Unless superseded by component licenses or an explicit rights transfer agreement, my contributions remain my Intellectual Property (IP), licensed to you for the duration of this contract and subject to full payment of all invoices, as follows:
- The License shall not limit or restrict any uses free from copyright under applicable laws.
- The License shall be a worldwide, royalty-free, non-transferable, non-exclusive license to use my contributions both within the work for which they were provided and for advertising across all media unless this would, in my sole opinion, be prejudicial to my reputation.
- The License does not include access to code, source files or other resources not provided by you, or the right to use my contributions in other works except as advertising assets.
- I reserve all rights relating to Attribution, Modification, Resale, or Duplication of my contributions, including the right to visible credit wherever my contributions are used (with a web link if applicable) and to promote them as examples of my work.
If you want to purchase IP rights for bespoke coding, design or other assets that I have created, I’m happy to discuss that, as outlined below. N.B. For clarity, many sites use licensed or open-source components, so I can’t offer you IP rights I don’t own.
- Where a transfer of rights is agreed, no rights shall transfer until payment is received in full for those rights.
- If you choose not to buy IP rights to bespoke work and another party makes a reasonable offer for it, I will first attempt to notify you. Should you offer at least 90% of the other party’s offer within 14 days of me sending such a notification, your offer will be preferred, although I am not obliged to accept either offer.
8. Privacy, Security & Legal Compliance
- You authorise me to collect, hold and process data on your behalf and to transmit it outside the European Economic Area when necessary to provide the services you require. For the purposes of your data, I am a Data Processor acting under your direction.
- Your data and that of your site visitors won’t be shared unless authorised by you or required by UK law.
- I collect data on you as a client (primarily contact data) in order to fulfil my contract with you, for legal compliance reasons (e.g. keeping accounts), and for legitimate interests such as ensuring I provide you with relevant, useful information. For this data, I act as the Data Controller.
- Any data you provide will be stored securely and used solely to complete my business with you.
- You accept sole responsibility for ensuring that your system and its users comply with all applicable laws and terms and agree to indemnify me against any consequence or costs of any breach of such rules.
- You agree not to send spam and accept all risks and liabilities arising from any such accusations against you, including any costs to me.
- I may suspend, refuse to provide, or cancel services or licenses immediately without refund or liability if in my sole view, they are being used illegally, promoting illegal or widely offensive behaviour, or may breach relevant terms.
- Full administrative, FTP, code and/or shell (server) access are not normally provided. If any these are provided, you accept all risk and liability associated with any faults or security breaches, including indemnifying me against any consequence or costs of any such breach.
- You accept all risk and liability associated with any security breach, including indemnifying me against any consequence or associated cost.
9. Acceptance & Guarantees
- Any payment you make to me shall constitute acceptance of these terms.
- Payments for any portion of work already completed shall confirm acceptance of that work as-is.
- All deliverables shall be deemed accepted as-is seven days after delivery unless you inform me otherwise in writing.
- You accept minor differences in appearance or behaviour across platforms as long as mission-critical features are usable on most platforms used by the intended audience.
- Payments for project deposits, third-party costs and work invoiced after acceptance are non-refundable. Other payments carry a 14-day money-back guarantee for items that do not meet their agreed written specification.
- Anti-Hacking Guarantee: Whilst 100% security is impossible, sites built by me on my “Pro Hosting Plus” service or higher include security update maintenance. Should any of these sites be hacked, I will provide up to 8 hours of free work to restore the site to a previous clean state, if possible. Using weak or shared passwords, or granting admin access to others, invalidates this guarantee. I cannot be held responsible, or provide free support, for aspects of security that I do not fully control.
- I cannot be held liable for issues beyond my reasonable control, including but not limited to outages, traffic variation, sales performance, or hacking.
- I cannot be held liable for issues not agreed in writing, or any actions taken without, or against, my advice.
- My liability for losses arising from any advice or service is limited to the price charged for that advice or service.
- No warranty is provided on third-party assets or services beyond that provided by their originators.
- I cannot be held liable for any special, incidental, consequential, punitive or exemplary damages, or any loss howsoever caused other than by demonstrable negligence on my part.
- Any advice on legal or non-web-related matters is provided without warranty – you accept all liability for any consequence of taking such advice. For clarity, you should check any relevant legalities with a qualified lawyer.
11. Cancellation and Complaints
- You accept that the ever-changing web can break live systems and that fixing such problems incurs further costs.
- Complaints should be resolved by simply talking to me – if no mutually acceptable solution can be found, either party may terminate this contract by settling any outstanding invoices and providing 28 days’ notice in writing.
- Should this contract be terminated for any reason except demonstrable negligence on my part, any outstanding expenses and fees for work already completed shall be payable immediately.
- Fees for third-party services, including payment processing and bank fees, are non-refundable.
- You accept sole responsibility for keeping copies of your content, understanding that some platforms do not allow transfer of content, code or other assets. Transferable assets that you have bought outright will be provided on cancellation.
- If you issue a chargeback on any sum paid to me without my prior written agreement, you accept liability for any fees, losses, administration costs or other expenses incurred in recouping sums contractually due to me.
- If a refund is issued, any purchased resources may be transferred to you in lieu of the price charged for them.
12. Modification, Jurisdiction & Severability
- I may modify these terms at any time by updating them at this URL (https://netcentrics.co.uk/terms/). Should any change prove unacceptable, you agree to notify me in writing before making any further payments — otherwise, any payment made to me shall constitute acceptance of the terms published at that location at the time of payment.
- This agreement is subject to the law of England and Wales; any legal dispute will be settled in the United Kingdom, under the jurisdiction of the Courts of England and Wales.
- If any provision of this Agreement is held to be invalid, illegal, or unenforceable, this shall not render void the remaining provisions – such an invalidated provision shall be amended only to the extent required for it to become valid, legal and enforceable.
- This Agreement constitutes the entire agreement of the parties relating to conditions of work, superseding all prior communications, understandings and agreements relating to these matters, whether oral or written.
The undersigned agree to all terms and conditions above:
For The Client:
Signature: ________________________________ Date: __________________
Signature: ________________________________ Date: __________________
Signature: ________________________________ Date: __________________