Mutual Agreement
1. Definitions
- “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.
- “Ad hoc”, “off-plan” or “Pay-As-You-Go” (“PAYG”) work means work with no regular payment plan in place for any ongoing service that specifically includes support at a lower rate.
- “Emergency” means your website (or email/payment processing, if I handle those) is down, i.e. not responding to any requests, or responding only with error messages.
- “Project” means either a website build (of any duration) or any other discrete block of work predicted to last at least fifteen hours, excluding ongoing services or groups of smaller tasks requested individually.
- “Support” means miscellaneous tasks and consultations not included in a project or ongoing service specification or other task for which minimum prices (aka “applicable fees”) have been specified on my site.
- “Deliverable” means any deliverable asset or resource agreed in writing, not tools, notes or other resources used in the work.
- “Go-live” means the point at which a deliverable is made available for its intended use (“live”) rather than just development or testing purposes.
- A “round of revision” comprises a single collated list of change requests.
- “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, or the initial question posed during support.
- “Scope Creep” means the extra questions, ideas and changes that often arise from an initial project plan or support request.
- “Estimate” means any costed proposal for a project.
- “IP rights” means Intellectual Property rights such as copyright.
- “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 is the preferred form of communication and work not agreed in writing cannot be guaranteed. For clarity, solutions often involve sharing detailed information for which verbal and short-form text communications are not reliable.
- Whilst I aim to respond to most emails within three working days from receipt, I cannot guarantee 24-7 support.
- You agree to keep me informed of your current contact details, or to accept all liability for any consequence of failing to do so.
- All 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 30 days from date of issue or until a start date previously agreed in writing, subject to my availability.
- I may refuse work at my sole discretion. For clarity, I don’t build political, religious or adult sites, or those promoting abusive/illegal behaviours or fake news.
- You agree not to share your login details on services I provide, nor to use passwords classed as weak or known to have been compromised. For clarity, these are among the main ways that systems get hacked.
3. Support & Rates
- All hours spent working on, discussing, researching or developing solutions — plus any expenses incurred or other applicable fees — are billable, not just those hours spent editing code. For clarity, I don't bill for discussions that don't involve business or tech topics.
- "Support" includes Scope Creep (see Definitions) and any experimental work you request, all of which is billable, even if subsequently discarded.
- Unless specifically agreed in writing, any estimates provided are not fixed quotes.
- Estimates are for guidance only and represent minimum prices and schedules. Unpredictable issues — including your feedback — can easily increase work and costs by 100% or more.
- No estimate (or fixed quote) can be guaranteed for more than 30 days.
- All support requires either an existing ongoing service contract or prepayment for an agreed number of Support Credits (see below) to cover an initial portion of the work.
- Unless otherwise agreed in writing, support work is normally invoiced on or around the 14th and 28th of each month, with all invoices due on receipt regardless of task completion. For clarity, this helps to limit runaway scope creep.
- Support is billed at my Base ("PAYG") Rate of £100 per hour or per 600 words of written response (excluding pleasantries or signatures), rounded up, except for:
- Billing queries & true emergency repairs (see "Definitions"): free for services I provide, unless due to hacking. Should such queries involve other forms of billable work, that work will still be billed.
- "On-Plan" Support for clients on support/hosting/SEO plans costing £75/month or more is billed at £20 per 15 minutes/150 written words, rounded down.
- Unscheduled Calls/Meetings and "Urgent" Work incur a £20/hour surcharge unless for emergency repairs as defined above. Please use my appointments system to schedule calls or meetings. "Urgent" work is work requested by a deadline on short notice. You are not required to set deadlines, but if you do, whether they count as "Urgent" shall be at my sole discretion.
- Overtime: If required to meet deadlines or timescales that you set, work outside the hours of 9 am-5 pm on Monday to Friday, or on weekends or Bank Holidays is charged at 1.5 times the rate otherwise applicable.
- Missing a scheduled meeting or call by over 20 minutes incurs a £20 fee unless it was cancelled at least 24 hours in advance.
- If, in my sole opinion, at least half of a call or meeting does not relate to any web, tech, marketing or business topics, I may halve the cost of the call at my sole discretion, or waive the cost if such topics have been avoided entirely.
- Where hosting or other ongoing services include a specified amount of free support, unused time does not accumulate.
- Support is normally limited to one or two site owners, but can be extended to other staff or assistants on request. Unless you specify precise and adequate scope and budget limits in advance, any work, expenses or other associated fees such assistants incur are billable as if you requested them yourself. You agree to manage them to keep such work within your budget limits.
- Support Credits
- Each Support Credit covers one hour of billable time, or other fixed-price services of the same price or less.
- Any leftover fractions of Support Credits will be lost unless topped up to a full Support Credit within one month.
- Support Credits are non-refundable, and expire unless used within six months of purchase.
- Any over-payments on your account will be converted to Support Credits for future use.
4. Payments
- 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.
- All invoices are due on receipt unless a later due date is listed on the invoice.
- Invoices are paid when funds clear in my bank account.
- Discounts and offers are not cumulative — if more than one might apply to any product or service, only the largest discount or offer shall apply.
- Outstanding payments must be settled before any agreed work continues, including transfer of ownership/IP rights or further deliverables.
- I am not liable for any consequence of delayed payments, including delays to projects.
- Any fees incurred by third-party resources must be paid before they become due to the third party. Late payment of such costs may lead to termination of associated services or licenses without warning, along with the loss of any associated data – you accept all risks and liabilities associated with this including any costs incurred for reactivating and restoring them, where possible.
- After 30 days, overdue invoices incur statutory late payment interest of 8% p.a. over the current Bank of England Base Rate, 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.
5. Projects
- No guarantee of price or availability can be given without an agreed start date and a non-refundable deposit of 10% of the initial estimate (minimum £300). Should you delay the agreed start date, that deposit is lost and prices and availability can no longer be guaranteed.
- Unless otherwise agreed in writing:
- Estimates include one optional round of design or content revision.
- Projects under £800 commence on prepayment in full. Otherwise, the sum due will be split across two to ten equal monthly payments of no less than £300 each, with work beginning on receipt of the first payment and the balance due before the project goes live or any assets or ownership rights are transferred.
- Projects shall be made live, final assets delivered, and ownership of deliverables transferred on settlement of the final balance or later if requested. For clarity, if you feel your project is ready, you may pay the final balance early to expedite its launch or choose to delay the launch until your regular payments have settled the balance.
- As Projects book my time for custom work that requires effective, ongoing collaboration from both parties, Project payments are non-refundable once work has started, and due on schedule even if progress is delayed.
- Each full £300 estimated covers no more than five hours of work and no more than one month of Project schedule (to a maximum of ten months). Any work required beyond any of these limits — or after the project has gone live — will be billed at my normal rates, plus any expenses or other applicable fees.
- Project payments delayed for more than 14 days may suspend further work on the project at my sole discretion until settled.
- You agree to provide all content, feedback and other resources promptly on request and accept full responsibility for any consequence of not doing so.
- Scope Creep: Any work requested that, in my sole opinion, changes the agreed project scope prior to going live will be billed as described in the “Support” section of this agreement.
- For projects or parts of projects that you have been given access to preview before they go live, any work requested after go-live will be billed as “Support“. For clarity, as websites are ongoing projects, they are never really “complete” — only complete enough to go live. So project payments only cover work up to that point and it is your responsibility to preview the project and request any changes before then.
- Should you cancel a booked project prior to its completion, you agree to pay a cancellation fee of 25% of the remaining balance, in addition to any outstanding invoices and project expenses already incurred or other applicable fees.
- You agree to ensure all mission-critical features are specified in advance, or to bear the cost of adding them later.
- If a “fixed price quote” is agreed in writing, the sum quoted shall include up to three rounds of revision. No further adjustments to these terms shall be assumed or implied.
6. Ongoing Services
- Ongoing services are provided subject to fees being paid in advance, either monthly (by default) or at some other interval agreed in writing.
- Ongoing service contracts renew at the end of each term unless cancelled at least 30 days in advance.
- Cancelling an ongoing service incurs a cancellation fee equal to the cost of the term remaining at the end of the notice period.
- Unless otherwise stated in writing, ongoing services renew automatically at the following terms:
- Every 12 months: domains, annual hosting plans, monthly hosting plans (in the first year after signup or upgrade), SSL certificates, software license payments and any other services paid annually or specifically described as annual services or renewing annually.
- Every 3 months: monthly hosting plans after the first year, and any services paid quarterly or specifically described as quarterly services or renewing quarterly.
- Monthly, after an initial three-month minimum term: all other ongoing services.
- Any refunds of ongoing services shall be limited to the last payment made for that service.
- Any plan upgrades reset the minimum term as if the new plan was being started from scratch.
- You agree to promptly pay any additional fees incurred by ongoing services. These may be regular (e.g. software licenses) or variable (e.g. advertising or resource usage costs). Any regular fees are normally added to a payment plan where feasible.
7. 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.
8. 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. 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.
9. 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.
10. 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.
- Failing to report any concerns with deliverables within 7 days of delivery, a request for feedback or go-live, constitutes acceptance of the work as-is, with any subsequent changes or corrections being billable.
- All deposits and payments for custom and/or collaborative work and associated expenses are non-refundable.
- Payments for any non-customised products carry a 14-day money-back guarantee if they lack features previously agreed in writing.
- Results that depend on your situation and actions are not guaranteed. For clarity, I sell help, not promises of success.
- Anti-Hacking Guarantee: Should any site on a plan that includes this guarantee be hacked, I will provide up to 8 hours of free work to help mitigate problems arising from this. 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, and cannot guarantee full data recovery beyond the limitations of available backups.
- Limitations
- I cannot be held liable for issues beyond my reasonable control, including but not limited to outages, traffic variation, sales performance, hacking or remote support for systems I don’t provide.
- 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 and some transferrable code may still require re-licensing by you and/or advanced hosting solutions.
- Transferable assets that you have bought outright will be provided on cancellation provided all invoices have been settled and ongoing services are paid to the end of their current term.
- 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
- Any payment made to me shall constitute acceptance of the terms published at https://netcentrics.co.uk/terms/ at the time of payment.
- I may modify these general terms at any time by updating them online at https://netcentrics.co.uk/terms/. I may also apply more specific terms or modifications to a given project by written agreement. Should any change prove unacceptable, you agree to notify me in writing before making any further payments.
- 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:
Company: ________________________________
Signature: ________________________________ Date: __________________
Signature: ________________________________ Date: __________________
For Netcentrics.co.uk:
Signature: ________________________________ Date: __________________