+44(0)1633 276003 [email protected]

Mutual Agreement

by | Mar 20, 2020

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 and ser­vices provided in asso­ci­ation with other parties.
  9. “Con­sulting” means work or dis­cus­sions not requiring site edits or document/other asset cre­ation.
  10. “Project” means site builds, or other dis­crete blocks of work expected to last more than a day.
  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. Any delays on your part will extend any schedules dis­cussed.
  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 by the hour 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. Whilst Pro­jects may be charged in instal­ments as described under “Pro­jects”, all other work and support requires pre­payment in full, either as an Ongoing Service (e.g. main­tenance plans) or Credits.
  3. 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.
  4. Any pay­ments first apply to any finance costs, then third-party expenses, then the oldest remaining invoices.
  5. Credits
    1. Rates for credits are listed at https://netcentrics.co.uk/rates/
    2. Each credit covers one hour of bil­lable time, or other fixed-price ser­vices of the same price or less.
    3. Any leftover frac­tions of credits will be lost unless topped up to a full credit within one month.
    4. Credits are non-refundable but do not expire unless the con­tract is ter­minated.
    5. Any over-pay­ments on your account will be con­verted to credits for future use.
  6. 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. After 30 days, overdue invoices 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, recovery or other fees relating to late, bounced or dis­puted pay­ments.

4. General Conditions of Work

  1. Unless oth­erwise stated in writing, any prices or schedules are non-binding Estimates, valid for 14 days from date of issue or until a start date pre­vi­ously agreed in writing, subject to my avail­ab­ility.
  2. You agree to provide all content at pub­lishable quality, or to pay for any work needed to achieve that.
  3. You agree to check and/or test deliv­er­ables promptly on receipt or when feedback is requested, and that failing to report any con­cerns within 7 days of either event shall con­stitute acceptance of the work as-is.
  4. I may refuse work at my sole dis­cretion, refunding any rel­evant pre­pay­ments made (less trans­action fees). For clarity, I don’t build political, reli­gious or adult sites, or those pro­moting abusive beha­viours or fake news.

5. Projects

  1. Any “Dis­covery” phase agreed shall con­stitute a sep­arate project from solution imple­ment­ation.
  2. Unless oth­erwise pre­vi­ously agreed in writing, pro­jects shall be assumed to last up to one week per £600 of the project estimate.
  3. Unless oth­erwise agreed in writing, pro­jects are paid in non-refundable install­ments:
    1. Pro­jects up to £1500 com­mence on pre­payment in full. Oth­erwise, work begins on payment of 50% of the Estimate.
    2. For pro­jects over £2000, 40% of the estimate shall be due halfway through the agreed project schedule.
    3. The balance shall be due by the end of the project schedule.
    4. The project shall be made live, and any final assets delivered, fol­lowing set­tlement of any remaining fees.
  4. Unless oth­erwise agreed in writing, Project Estimates include one optional round of design or content revision, being a single col­lated list of change requests that will either be actioned or dis­cussed further (as not all change requests are advisable).
  5. Unless expli­citly listed, Project Estimates do not include third-party asset costs or expenses (e.g. premium tem­plates, plugins or other licenses), or re-coding of any pre-built themes or plugins used (beyond standard cus­tom­isa­tions and con­fig­ur­a­tions).
  6. 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.
  7. Should you cancel a project for any reason after issuance of the first invoice, you agree to pay a fee of 25% of the balance that remains unpaid, in addition to any other out­standing fees or expenses.
  8. You agree to ensure all mission-critical fea­tures are spe­cified in advance, or to bear the cost of adding them later.

6. 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. The Flexible Pay­ments Option for Pro­jects is an Ongoing Service on a twelve-month non-recurring term.
    3. 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.

7. 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 noted below) 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.

8. 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 backed by decades of exper­ience, so engaging others who undermine that is coun­ter­pro­ductive.

9. Copyright & Intellectual Property

  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, 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-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.
    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. If you want to pur­chase IP rights for bespoke coding, design or other assets that I have created, I’m happy to discuss that, as out­lined below. N.B. For clarity, many sites use licensed or open-source com­ponents, so I can’t offer you IP rights I don’t own.

    1. Where a transfer of rights is agreed, no rights shall transfer until payment is received in full for those rights.
    2. 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.

10. 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. For the pur­poses of your data, I am a Data Pro­cessor acting under your dir­ection.
  2. Your data and that of your site vis­itors won’t be shared unless authorised by you or required by UK law.
  3. 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.
  4. Any data you provide will be stored securely and used solely to com­plete my business with you.
  5. 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.
  6. 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.
  7. 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.
  8. You accept all risk and liab­ility asso­ciated with any security breach, including indem­ni­fying me against any con­sequence or asso­ciated cost.

11. 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” service or higher include security update main­tenance. Should any of these sites be hacked, I will provide up to 8 hours of free work to 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.

12. Limitations

  1. I cannot be held liable for issues beyond my reas­onable control, including but not limited to outages, traffic vari­ation, sales per­formance, or 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 you accept liab­ility for any fees, losses or other expenses incurred in recouping sums con­trac­tually due to me.

13. 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 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.
  4. Fees for third-party ser­vices, including payment pro­cessing and bank fees, are non-refundable.
  5. You accept sole respons­ib­ility for keeping copies of your content, under­standing that some plat­forms do not allow transfer of content, code or other assets. 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.

14. 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: __________________