+44(0)1633 276003 [email protected]

Mutual Agreement

by | Aug 22, 2018

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. “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.

3. Rates & Payments

  1. I charge for my time and expert­ise, plus expenses. Con­sult­ing (meet­ings, emails, phone calls etc.), travel, research, ana­lys­is, design, imple­ment­a­tion and test­ing are all bil­lable. How­ever, travel time under one hour per day and travel expenses under £10 a day will be waived.
  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 Adobe 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 pre-paid 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. 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 hourly rate for your cur­rent plan.
    5. If delays in arran­ging cred­its seem likely to jeop­ard­ize an agreed dead­line or under­mine your busi­ness (e.g. by leav­ing vis­ible errors on a busy site), I may, at my sole dis­cre­tion, con­tin­ue work and invoice you for cred­its to cov­er this, plus a 10% fee. You accept that I can­not be held liable for any con­sequence of my decision either way. For clar­ity, this is inten­ded to help me serve your best interests if we can­not avoid this con­tin­gency.
    6. Cred­its are non-refund­able but do not expire unless the con­tract is ter­min­ated.
    7. Any over­pay­ments on your account will be con­ver­ted to cred­its for future use.
  5. Late Pay­ments
    1. Invoices are 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.
    4. Invoices over 30 days over­due incur 3% monthly interest plus a £40 admin fee.
    5. 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.
    6. You agree to pay any bank, leg­al or oth­er fees relat­ing to late or bounced pay­ments, chargebacks or oth­er pay­ment dis­putes.

4. Projects

  1. Unless oth­er­wise stated in writ­ing, any prices or sched­ules are non-bind­ing Estim­ates, and val­id for 28 days from date of issue, sub­ject to my avail­ab­il­ity. Detailed Estim­ates are not provided for Pro­jects under 16 hours.
  2. An ini­tial free con­sulta­tion of up to 2 hours may be provided for new Pro­jects at my sole dis­cre­tion.
  3. All Pro­pos­als, Estim­ates and oth­er doc­u­ments are con­fid­en­tial unless oth­er­wise agreed in writ­ing.
  4. You agree to either provide all con­tent at pub­lish­able qual­ity, or to pay for any work needed to achieve that.
  5. You agree to check that all mis­sion-crit­ic­al fea­tures are spe­cified in advance, or to bear the cost of adding them later.
  6. Pro­jects are paid in non-refund­able instal­ments:
    1. A start date may be sched­uled on pay­ment of 25% of the pro­ject estim­ate as a non-refund­able Book­ing Fee.
    2. Work com­mences on pay­ment of 50% of the pro­ject estim­ate (less any Book­ing Fee already paid).
    3. For pro­jects of over £1000, 40% of the estim­ate is due halfway through the agreed timetable for work to con­tin­ue.
    4. The pro­ject shall be made live on set­tle­ment of the final bal­ance, or later if reques­ted.
  7. Changes reques­ted dur­ing devel­op­ment must be covered by pre-paid cred­its, or deferred to a future Pro­ject phase.
  8. Pro­jects over £1500 include 28 days of free sup­port from the final invoice date, to a max­im­um of 8 hours. This sup­port does not include adding extra con­tent or fea­tures bey­ond the ori­gin­al scope.
  9. 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.
  10. Unless expli­citly lis­ted, Pro­ject Estim­ates do not include:
    1. Revi­sions, re-cod­ing of pre-built themes (bey­ond basic cus­tom­isa­tions), or advanced image/media edit­ing.
    2. Third-party asset costs or expenses (e.g. premi­um tem­plates, plu­gins or oth­er licenses).
    3. Adding con­tent that is to be edit­able by you, bey­ond an agreed num­ber of pages or products.
    4. Ongo­ing main­ten­ance, sup­port and bug-fixes. You agree to test all rel­ev­ant sys­tems before go-live.
    5. Dir­ect sup­port for your busi­ness part­ners or cli­ents.
  11. A “round of revi­sion” means a single list of change requests and/or quer­ies for dis­cus­sion and/or imple­ment­a­tion, provided in writ­ing by you with­in sev­en days of such feed­back being reques­ted. Delay­ing feed­back (or a request to res­ched­ule) bey­ond this shall con­sti­tute accept­ance of the work as-is.
  12. Extra rounds of revi­sion may be reques­ted for an extra fee, due at the time of your request.

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 terms.
    2. Oth­er Ongo­ing Ser­vices are on an ini­tial six-month min­im­um term, fol­lowed by monthly 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. For clar­ity, this helps to avoid unne­ces­sary delays in Pro­ject sched­ules.
  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. As such, should any of these sites be hacked, I will do up to 8 hours of free work to either restore the site to a pre­vi­ous clean state, or oth­er­wise rem­edy the situ­ation as you prefer, unless evid­ence arises of lax secur­ity on your part, or on the part of your staff. In such cases, a nom­in­al fee (£100) will be pay­able to cov­er the first 8 hours of recov­ery work. I can­not be held respons­ible for aspects of secur­ity that I do not fully con­trol. Any work required bey­ond those 8 hours is bil­lable. For clar­ity, “lax secur­ity” may include using weak pass­words, shar­ing pass­words or fail­ing to keep oth­er rel­ev­ant sys­tems used for priv­ileged access to the site (e.g. your own com­puters) secure and vir­us-free. These ser­vices also include daily backups, so res­tor­a­tion can often be rap­id unless those have also been affected, or fre­quent changes to your site (e.g. through e-com­merce) make such a simple roll­back imprac­tic­al.

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 that should you do so, you will be liable for any fees, losses or oth­er expenses incurred in recoup­ing sums con­trac­tu­ally due to me, in addi­tion to those sums. For clar­ity — if a refund is due, I’ll just need to ensure that funds are in place; oth­er­wise, this clause is sadly neces­sary to lim­it unjus­ti­fied 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. Dur­ing this peri­od, any work required will require pay­ment in full up-front.
  3. Should a con­tract, Pro­ject or any oth­er work be ter­min­ated for any reas­on except demon­strable neg­li­gence on my part, any out­stand­ing expenses and work already com­pleted will be pay­able imme­di­ately at my cur­rent hourly rate.
  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: __________________