+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. 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 hourly rate for your current plan.
    7. 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.
    8. Credits are non-refundable but do not expire unless the con­tract is ter­minated.
    9. 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: __________________