- “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, services and licenses provided in association with other parties e.g. domains, hosting, email, software, stock images and other media.
- “Consulting” means work not requiring site edits or document/other asset creation.
- “Project” means a discrete block of work of at least 10 hours’ duration.
- “Minor security updates” are those unlikely, in my sole opinion, to visibly affect your site.
2. Communication & Hours Of Business
- 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 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.
- You agree to keep me informed of your current contact details, or to accept all liability for failing to do so.
3. Rates & Payments
- 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.
- 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.
- Any payments will first be applied to finance costs, then third-party assets, then to the oldest remaining invoices.
- Whilst Projects are charged as discrete sums, outlined below, all other work requires pre-paid credits.
- Rates for credits, including discounted ongoing Care Plans, are listed at https://netcentrics.co.uk/rates/
- 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.
- 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.
- 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.
- Credits are non-refundable but do not expire unless the contract is terminated.
- Any overpayments on your account will be converted to credits for future use.
- Late Payments
- Invoices are paid when funds clear in my account. I am not liable for any consequence of delayed payments.
- 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.
- Overdue invoices must be settled before further work may be requested.
- Invoices over 30 days overdue incur 3% monthly interest plus a £40 admin fee.
- 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 or other fees relating to late or bounced payments, chargebacks or other payment disputes.
- 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.
- An initial free consultation of up to 2 hours may be provided for new Projects at my sole discretion.
- All Proposals, Estimates and other documents are confidential unless otherwise agreed in writing.
- You agree to either provide all content at publishable quality, or to pay for any work needed to achieve that.
- You agree to check that all mission-critical features are specified in advance, or to bear the cost of adding them later.
- Projects are paid in non-refundable instalments:
- A start date may be scheduled on payment of 25% of the project estimate as a non-refundable Booking Fee.
- Work commences on payment of 50% of the project estimate (less any Booking Fee already paid).
- For projects of over £1000, 40% of the estimate is due halfway through the agreed timetable for work to continue.
- The project shall be made live on settlement of the final balance, or later if requested.
- Changes requested during development must be covered by pre-paid credits, or deferred to a future Project phase.
- 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.
- 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.
- Unless explicitly listed, Project Estimates do not include:
- Revisions, re-coding of pre-built themes (beyond basic customisations), or advanced image/media editing.
- Third-party asset costs or expenses (e.g. premium templates, plugins or other licenses).
- Adding content that is to be editable by you, beyond an agreed number of pages or products.
- Ongoing maintenance, support and bug-fixes. You agree to test all relevant systems before go-live.
- Direct support for your business partners or clients.
- 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.
- Extra rounds of revision may be requested for an extra fee, due at the time of your request.
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:
- SSL certificates, domains and payments related to software licenses (e.g. for plugins) are on twelve-month terms.
- Other Ongoing Services are on an initial six-month minimum term, followed by monthly 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. Email Services
- 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.
- Subject to legal clarification, ‘spam’ broadly means marketing emails that do not meet the following conditions:
- 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;
- 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;
- Identity: The identity of the sender must be made clear to the recipient.
- 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.
- 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
- 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 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.
- 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 (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:
- The License shall not limit or restrict any uses free from copyright under applicable laws.
- 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.
- 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.
- 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 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
- 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.
- Any data you provide will be stored securely and used solely to complete my business with you.
- Your data and that of your site visitors won’t be shared unless authorised by you or required by UK law.
- 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.
- 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.
- 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.
- 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 of any such breach, including legal or other costs.
- 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.
- 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
- 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. For clarity, this helps to avoid unnecessary delays in Project schedules.
- 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” (£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.
- I cannot be held liable for issues beyond my reasonable control, including but not limited to system outages, traffic variation, sales performance, 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.
- 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
- 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. During this period, any work required will require payment in full up-front.
- 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.
- Fees for third-party services, including payment processing and bank fees, are non-refundable.
- 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.
- 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
- 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: __________________