+44(0)1633 276003 [email protected]

Mutual Agreement

by | Jan 7, 2019

1. Definitions

  1. “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.
  2. “You” and related terms mean the client and any parties authorised, by mutual agreement, to act on their behalf.
  3. “In writing” means letter or email – not SMS, chat or other forms of hard-to-archive text.
  4. “Content” means non-struc­tural com­ponents of a system e.g. illus­tra­tions rather than back­ground images.
  5. A “platform” is a com­bin­ation of hardware, oper­ating systems, browsers and plugins.
  6. “For clarity”, “For example” or “e.g.” begin non-binding points or examples intended for guidance only.
  7. “Month” means one cal­endar month, ending on the 28th day of each month, unless oth­erwise stated.
  8. “Third-party assets” means products, ser­vices and licenses provided in asso­ci­ation with other parties e.g. domains, hosting, email, software, stock images and other media.
  9. “Con­sulting” means work not requiring site edits or document/other asset cre­ation.
  10. “Project” means a dis­crete block of work of at least 10 hours’ dur­ation.
  11. A “round of revision” means a single list of change requests and/or queries for dis­cussion and/or imple­ment­ation.
  12. “Minor security updates” are those unlikely, in my sole opinion, to visibly affect your site.

2. Communication & Hours Of Business

  1. Normal business hours are 9am to 5pm, Monday to Friday, except Bank Hol­idays.
  2. Meetings are by appointment only, during normal business hours.
  3. 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.
  4. You agree to provide content (text, non-struc­tural images and other media) and feedback promptly on request, informing me imme­di­ately of any delays likely to extend beyond two working days. Such delays will extend any schedules dis­cussed. For clarity, they also impact other work, so please help to plan around them.
  5. You agree to keep me informed of your current contact details, or to accept all liab­ility for failing to do so.
  6. All Pro­posals, Estimates and other doc­u­ments are con­fid­ential unless oth­erwise agreed in writing.

3. Rates & Payments

  1. I charge for my time and expertise, plus expenses. This includes but is not limited to: support & con­sultation, research & design, coding, content cre­ation & editing, testing & troubleshooting.
  2. 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.
  3. Any pay­ments will first be applied to finance costs, then third-party assets, then to the oldest remaining invoices.
  4. Credits
    1. Whilst Pro­jects are charged as dis­crete sums, out­lined below, all other work requires prepaid credits.
    2. Rates for credits, including dis­counted ongoing Care Plans, are listed at https://netcentrics.co.uk/rates/
    3. Each credit covers one hour of bil­lable time during normal business hours or 40 minutes (i.e. time-and-a-half) if you ask me to work outside those hours or a deadline has been agreed that would require this.
    4. Credits may be exchanged for other fixed-price ser­vices of the same price or less.
    5. Any leftover frac­tions of credits will be lost unless topped up to a full credit within one month.
    6. I will attempt to notify you in advance If work seems likely to exceed your credit balance, so that you can pur­chase more. If you are on a Care Plan, these “top up” credits will be at the effective rate for your current plan.
    7. Credits are non-refundable but do not expire unless the con­tract is ter­minated.
    8. Any over­pay­ments on your account will be con­verted to credits for future use.
  5. Late Pay­ments
    1. Invoices are deemed paid when funds clear in my account. I am not liable for any con­sequence of delayed pay­ments.
    2. 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.
    3. Overdue invoices must be settled before further work may be requested. After 30 days, such invoices incur 3% monthly interest plus a £40 admin fee.
    4. 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.
    5. You agree to pay any bank, legal or other fees relating to late, bounced or dis­puted pay­ments.

4. Projects

  1. Unless oth­erwise stated in writing, any prices or schedules are non-binding Estimates valid for 28 days from date of issue, subject to my avail­ab­ility, or until a project start date pre­vi­ously agreed in writing.
  2. Detailed Estimates are not provided for Pro­jects under 16 hours.
  3. An initial free con­sultation of up to 2 hours may be provided for new Pro­jects at my sole dis­cretion.
  4. A £100 non-refundable Booking Fee, paid before the Estimate expires, can extend its validity for a further 28 days.
  5. Resuming a project for which the Estimate has expired shall incur any booking fees that would have been required to extend it to that point.
  6. Pro­jects are paid in non-refundable install­ments:
    1. Pro­jects under £1000 com­mence on pre­payment in full. For pro­jects under £10,000, work com­mences on payment of 50% of the Estimate (less any Booking Fee already paid).
    2. For pro­jects between £2000 and £10,000, 40% of the estimate is due halfway through the agreed schedule.
    3. Pro­jects expected to exceed £10,000 begin with a detailed “dis­covery” stage at 20% of the initial rough estimate. This delivers a detailed written solution Pro­posal with a more precise revised Estimate for the remainder of the project, and a cus­tomised payment schedule. Con­tinu­ation of the project is then subject to your approval of the pro­posed solution, new Estimate and schedule.
    4. The project shall be made live, and any final assets or doc­u­ment­ation delivered, after set­tlement of the final balance.
  7. You agree to provide content, feedback and project install­ments within 7 days of them being requested, or by dates pre­vi­ously agreed by both parties in writing. Failure to do so shall suspend any ongoing work on the project and incur a £200 fee for each 7 full days of unscheduled delay, unless oth­erwise pre­vi­ously agreed in writing. This fee shall also apply should you request res­cheduling on less than 28 days’ notice for any reason between the date of issue of the first invoice for the project and set­tlement of the final balance.
  8. Unless expli­citly listed, Project Estimates do not include:
    1. Rounds of design or content revision, or re-coding of any pre-built themes used (beyond basic colour/logo/font cus­tom­isation). For clarity, I cannot predict what you may want to change, so I do not “pad” Estimates to allow for rounds of revision that you may not want. You only pay for changes if you ask for them. If you expect to want changes, please budget accord­ingly.
    2. Advanced image/media editing.
    3. Third-party asset costs or expenses (e.g. premium tem­plates, plugins or other licenses).
    4. Adding content that is to be editable by you, beyond an agreed number of pages or products.
  9. 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. No res­cheduling fee will be due for this unless the changes require me to wait 7 days or more before pro­gressing the project. For clarity, you will usually find it more cost-effective to collate all your current change requests into a list (aka a “round of revision”) before sub­mitting them.
  10. Unless oth­erwise agreed in writing, only the sig­nat­ories to this con­tract may authorise change requests.
  11. Changes requested during devel­opment are subject to my agreement. Project com­pletion and acceptance shall not depend on the imple­ment­ation of changes that have not been agreed.
  12. You agree to provide all content at pub­lishable quality, or to pay for any work needed to achieve that.
  13. You agree to check that all mission-critical fea­tures are spe­cified in advance, or to bear the cost of adding them later.
  14. Project com­pletion shall not depend on the pro­vision of content that is to be editable by you or other parties. Should this be delayed beyond the agreed schedule, the balance shall become due imme­di­ately.
  15. Pro­jects over £2000 include 28 days of free support from the final invoice date, to a maximum of 8 hours. This free support does not include adding extra pages of content or fea­tures beyond the ori­ginal scope.
  16. You agree to test all rel­evant systems and report any con­cerns before the agreed go-live date, and that failing to report any con­cerns within 7 days of that date shall con­stitute acceptance of the work as-is.

5. Ongoing Services

  1. Ongoing Ser­vices are provided subject to fees being paid monthly in advance.
  2. Ongoing Service con­tracts renew at the end of each term unless can­celled at least 28 days in advance, as follows:
    1. SSL cer­ti­ficates, domains and pay­ments related to software licenses (e.g. for plugins) are on twelve-month recurring terms.
    2. Unless oth­erwise stated in writing, other Ongoing Ser­vices are on an initial three-month minimum term, fol­lowed by monthly recurring terms.
  3. Can­celling an Ongoing Service incurs a fee equal to the amount required to cover to the end of the current term.
  4. Any refunds of Ongoing Ser­vices shall be limited to the last payment made for that service.
  5. 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. Email Services

  1. You agree not to send spam and accept all risks and liab­il­ities arising from any such accus­a­tions against you, including any costs to me. For clarity, sending spam may blacklist systems that also affect other busi­nesses.
  2. Subject to legal cla­ri­fic­ation, ‘spam’ broadly means mar­keting emails that do not meet the fol­lowing con­di­tions:
    1. Opt-In: Recip­ients must have requested such emails from you (or a third-party as in clause 7.3) in the last 12 months, or pre­vi­ously obtained (or enquired about) similar products or ser­vices from you;
    2. Opt-Out: Recip­ients must be given a free, simple and effective way to opt out of such emails at the time of opt-in and in every sub­sequent email of this type – including a valid ‘unsub­scribe’ address;
    3. Identity: The identity of the sender must be made clear to the recipient.
  3. If using email data col­lated by a third party, you agree to ensure that the third party has the sub­jects’ per­mission to share their details for the spe­cific uses you wish to make of them, or to accept all risk of not doing so.
  4. You accept that bulk emailing of large images or files may attract a penalty fee for overuse of resources. For clarity, please ask for advice on how to optimise your emails to min­imise bounces, com­plaints and overuse fees.

7. Third-Party Services

  1. You authorise me to act as your agent for any third-party assets required and agree to abide by their terms.
  2. You accept that the terms, spe­cific­a­tions and costs of third-party assets may change without notice.
  3. 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.
  4. 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.
  5. You agree to consult me before engaging com­peting ser­vices. For clarity, my advice and ser­vices are based on years of exper­ience. Com­prom­ising that won’t help you, and could undermine the apparent quality of my ser­vices.

8. Copyright & Intellectual Property

N.B. For clarity, many sites use licensed or open-source com­ponents, so I can’t offer you IP rights I don’t own. If I’ve done extensive bespoke coding or design and you want to own that IP, I’m happy to discuss that, as out­lined below.

  1. You accept sole respons­ib­ility for ensuring that any asset use com­plies with its licensing, and all liab­ility for any misuse.
  2. 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.
  3. Unless super­seded by com­ponent licenses or an explicit rights transfer agreement (as for logos), 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:
    1. The License shall not limit or restrict any uses free from copy­right under applicable laws.
    2. The License shall be a worldwide, royalty-free, 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.
    3. 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.
    4. 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.
  4. Where a transfer of rights is agreed, no rights shall transfer until payment is received in full for those rights.
  5. If you choose not to buy IP rights to bespoke work ini­tially done for you and another party makes a reas­onable offer to do so, 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

  1. 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.
  2. Any data you provide will be stored securely and used solely to com­plete my business with you.
  3. Your data and that of your site vis­itors won’t be shared unless authorised by you or required by UK law.
  4. 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 of any breach of such rules, including legal or other costs.
  5. Where a Data Con­troller or other registered officer is required by law, you agree to arrange this, under­standing that I do not fill such pos­i­tions by default. For the pur­poses of your data, I am a Data Pro­cessor acting under your dir­ection.
  6. I collect data on you (primarily contact data) as a client 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.
  7. 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.
  8. 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 of any such breach, including legal or other costs.
  9. Unless you engage me to monitor and maintain site security and follow my advice, you accept all risk and liab­ility asso­ciated with any security breach, including indem­ni­fying me against any con­sequence of any such breach, including legal or other costs. Oth­erwise, you agree to indemnify me against any con­sequence of any security breach, including legal or other costs, in excess of the sum paid to me for such ser­vices over the 6 months pre­ceding such a breach.
  10. You agree to keep any login details con­fid­ential and your own com­puters secure and malware-free, or to bear all risks or costs of any con­sequence of not doing so.

10. Acceptance & Guarantees

  1. Any payment you make to me shall con­stitute acceptance of these terms.
  2. Pay­ments for any portion of work already com­pleted shall confirm acceptance of that work as-is.
  3. All deliv­er­ables shall be deemed accepted as-is seven days after delivery unless you inform me oth­erwise in writing.
  4. 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.
  5. 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.
  6. Anti-Hacking Guar­antee: Whilst 100% security is impossible, sites built by me on my “Pro Hosting Plus” (£66 per month) service or higher will have been hardened against security exploits, and will be subject to regular mon­it­oring and security update main­tenance. Should any of these sites be hacked, I will provide up to 8 hours of free work to either restore the site to a pre­vious clean state, if pos­sible. I cannot be held responsible for aspects of security that I do not fully control.

11. Limitations

  1. I cannot be held liable for issues beyond my reas­onable control, including but not limited to system outages, traffic vari­ation, sales per­formance, hacking.
  2. I cannot be held liable for issues not agreed in writing, or any actions taken without, or against, my advice.
  3. My liab­ility for losses arising from any advice or service is limited to the price charged for that advice or service.
  4. No war­ranty is provided on third-party assets or ser­vices beyond that provided by their ori­gin­ators.
  5. 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.
  6. 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.
  7. You agree not to issue a chargeback on any sum paid to me without my prior written agreement and accept liab­ility for any fees, losses or other expenses incurred in recouping sums con­trac­tually due to me. For clarity — this clause is sadly necessary to limit fraud­ulent chargebacks.

12. Cancellation and Complaints

  1. You accept that the ever-changing web can break live systems and that fixing such problems incurs further costs.
  2. 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.
  3. Should a con­tract, Project or any other work be ter­minated for any reason except demon­strable neg­li­gence on my part, any out­standing expenses or work already com­pleted (beyond that covered by prepaid credits) will be payable imme­di­ately.
  4. Fees for third-party ser­vices, including payment pro­cessing and bank fees, are non-refundable.
  5. Some web plat­forms do not allow content, code or assets to be trans­ferred out. You accept sole respons­ib­ility for keeping copies of your content. Trans­ferable assets that you have bought out­right will be provided on can­cel­lation.
  6. If a refund is issued, any pur­chased resources may be trans­ferred to you in lieu of the price charged for them.

13. Modification, Jurisdiction & Severability

  1. 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.
  2. 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.
  3. 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.
  4. 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: __________________