NCS TERMS AND CONDITIONS
Herts Web Design and Internet Marketing Consultants NCS T&Cs
As experienced web design and internet marketing consultants, we believe in dealing professionally and transparently with our local Herts, UK and international clients at all times.
We are happy to discuss our terms and conditions with you to ensure they remain entirely appropriate for your business with us.
These terms and conditions apply to clients (the Client) who commission Net Commerce Solutions Limited (NCS) to provide services as set out below and in accompanying schedules where relevant:
- Design and creation of a website for the Client
- Review of an existing website belonging to the Client
- Marketing, internet marketing strategy and consultancy
- Hosting and support for the Client’s website
- Integration of Website operation/information into the Client’s administrative systems
- Search engine services and internet marketing support
- Any other services agreed in writing, email or any other medium
The engagement is subject to the Order Form and any specific letter accompanying it signed by both the Client and an authorised employee of NCS, and to the terms and conditions of NCS as set out in this document. The terms and conditions may be varied by the Order Form and the accompanying letter described above.
1. Generally, for Any Service Commissioned by the Client:
1.1. NCS agrees to keep the business affairs and information of the Client confidential except where necessary for the execution of their services for the Client, authorised as part of the publication of the Client’s website or by legal requirements.
1.2. The Client undertakes to provide NCS with all information and assistance reasonably required for the completion of the agreed tasks, including overall business objectives and objectives for the Client’s website including costs, timescales and required functionality, plus any relevant legal requirements, pictures, photographs, logos, artwork, product and service information, personnel and business background information.
Information and images intended for inclusion in a website should normally be provided in digital format by email, floppy disk, existing internet files or CD-Rom. Any additional cost arising where the information has to be created or converted to digital format by NCS will be agreed with the Client beforehand. If digital information is supplied in a non-standard format, the client will be responsible for NCS’s reasonable costs of conversion to a usable format.
If the Client does not provide the above required content, information, text and images to NCS within normally a three month timescale from the order date, or a period otherwise mutually agreed with NCS, then NCS reserves the right to charge the Client for the time spent on the client’s project at up to a rate of £60 per hour plus a project cancellation charge of up to 50% of the remaining fees due under the orders then current. Even if the project continues, NCS reserves the right to renegotiate the fees agreed or due.
1.3. All intellectual property rights in materials provided by the Client for its website remains the Client’s property. Subject to this, all intellectual property rights in software, design work or any other materials provided to the Client pursuant to this agreement remain the property of NCS.
1.4. Where NCS provides services on an ongoing or continuous basis, NCS will provide the Client with one month’s notice of termination, or of any changes to relevant prices and conditions.
1.5. Notwithstanding clause 1.4, NCS may terminate the agreement with the Client at any time:
a. should the Client fail to make a due payment within 15 days of being notified that a due payment has not been made,
b. should the Client go into liquidation or have a receiver/administrative receiver appointed over any of its assets,
c. if the Client is in breach of any term of this agreement and the breach is incapable of remedy or, if the breach is remediable, it continues for a period of 15 days after written notice requiring the breach to be remedied has been given to the Client
d. if, in NCS’ s sole opinion, the Client is using NCS services in a way likely to damage or bring disrepute onto NCS and the Client does not immediately desist from this use on written notice from NCS to this effect.
In the event of any of the above terminations, NCS reserves the right to charge the Client for the time spent on the client’s project at up to a rate of £60 per hour plus a project cancellation charge of up to 50% of the remaining fees due under the orders then current.
1.6. The client may cancel the project at any time for any reason. In this event, NCS reserves the right to charge the Client for the time spent on the client’s project at up to a rate of £60 per hour plus a project cancellation charge of up to 50% of the remaining fees due under the orders then current.
1.7. Payment of NCS services will be within 7 days of invoice unless explicitly agreed otherwise in writing by NCS. NCS reserves the right to claim statutory interest at 8% above the Bank of England base rate at the date the debt becomes overdue in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
1.8. NCS may provide any service by means of third parties at its sole discretion. Where NCS contacts third parties for any reason in the normal course of bidding for, arranging, undertaking or fulfilling the Client’s work requirements, the Client accepts unconditionally that NCS will not be liable for any loss or damage incurred by the Client, whether direct or indirect (including, without limitation, loss of profit) and whether arising in contract, tort or otherwise.
1.9. NCS will take every reasonable care to ensure freedom from errors of any work undertaken for the Client. The Client warrants the understanding and acceptance that, as it is not possible to guarantee computer software products are absolutely error free, the Client accepts unconditionally that NCS do not warrant that a website or other software (or any part of it) is error free or that use of it will be uninterrupted and that NCS will not be liable for any loss or damage incurred by the Client, whether direct or indirect (including, without limitation, loss of profit) and whether arising in contract, tort or otherwise.
1.10. NCS will take reasonable care to ensure its assessments and recommendations are soundly based and aimed at completing the agreed tasks to a professional standard. Where the Client undertakes actions following recommendations from NCS the Client accepts that responsibility for any subsequent outcomes from this remains with the Client.
1.11. The Client may agree additional work at any stage with NCS. This may be subject to additional fees as agreed at the time. The terms and conditions as outlined here will apply to the additional work unless explicitly varied by agreement between the two parties.
1.12. Where NCS offers links to other sites, NCS does not accept any responsibility for the content of those sites, the owners of which do not necessarily have any link, commercial or otherwise, with NCS
1.13. If NCS suspends the hosting or other internet services for the purpose of maintenance, improvement or repair or if there is any failure of or fault in the provision of the internet services for any reason not in the immediate, direct control of NCS or its agents, NCS will not be liable for any loss or damage incurred by the Client, whether direct or indirect (including, without limitation, loss of profit) and whether arising in contract, tort or otherwise.
1.14. Subject to clauses 1.9 and 1.13, NCS’s liability for any damages (including, without limitation, damages for loss of profits) arising in contract, tort or otherwise, resulting in any way from this agreement shall be limited, in aggregate over the entire period of the agreement, to the total amount paid by the Client to NCS for the service(s) concerned.
1.15. Nothing in these terms and conditions is to be interpreted as an attempt to limit or exclude NCS’s legal liability for any personal injury resulting from NCS’s negligence or to affect the Client’s statutory rights.
1.16. The Client agrees to indemnify NCS and will keep NCS fully indemnified against all loss, damage, costs, claims and expenses arising in any way from any service or product offered or provided to, via or concerning the Client’s web site and marketing and support programmes and/or any breach of the terms and conditions set out in this document or associated documents.
1.17. Each provision in this agreement limiting or excluding liability operates separately and the invalidity or unenforceability of any provision will not affect the validity or enforceability of any other provision.
1.18. This agreement is governed by and construed in accordance with English law. NCS seeks to clarify carefully and fully in these Terms and Conditions the obligations of NCS and its clients for the provision of NCS services. These Terms and Conditions stand accordingly in lieu of the terms of the Sale of Goods Act 1979.
1.19. NCS reserve the right to alter these Terms and Conditions from time to time. By continuing to accept services from NCS after being notified by e-mail or otherwise of the altered Terms and Conditions the Client will be deemed to be bound by the altered Terms and Conditions.
1.20. All amendments to this agreement, as well as any other assurances or arrangements, must be made in writing. Any agreement made on behalf of NCS by its representatives or agents shall only be binding if agreed in writing by NCS.
1.21 Unless otherwise mutually agreed, any quote provided by NCS will be valid for a maximum of 3 months.
2. Design, Creation and Maintenance of a Website for the Client:
2.1. The Client commissions NCS to design and create a website to meet the agreed business needs of the Client and to submit the design and completed website for the Client’s approval.
2.2. The website design fee or any outstanding part of it will be due in full on completion of the website or agreed stages. The Client undertakes to pay NCS the agreed design fee promptly on approval of the completed website or agreed staged development and on the submission of the associated tax invoice. The Client agrees not to unreasonably withhold approval of the design, stage development or completed website.
2.3. The design of the website remains the property of NCS and NCS may use any aspect of the site design or coding for other clients. The client may adopt aspects of the design in other media including print with the permission of NCS which will not be unreasonably withheld.
2.4. The Client understands that NCS may use the published website as a reference site for future potential clients of NCS and will not unreasonably withhold permission for this.
2.5 NCS normally adds a brief attribution at the foot of web site pages, eg Design: NCS - this would not be pursued if the client had any objection.
2.6. The Client is not restricted to engaging NCS to undertake site maintenance and amendment. This may be undertaken by the Client or a third party engaged by the Client.
3. Review of an Existing Website Belonging to the Client:
3.1. The Client commissions NCS to review an existing website design or operational site with a view to specifying improvements aimed at meeting the agreed business needs of the Client. The Client also commissions NCS to submit quotes for work specified for the Client’s approval.
3.2. NCS will review the site design, test the live operational performance and analyse the performance data provided. NCS will normally present its conclusions via a meeting and /or written or emailed report. The report will focus primarily on those areas where, in the opinion of NCS, improvement in performance is both possible and desirable.
3.3. The agreed Review fee or any outstanding part of it will be due in full immediately on submission or presentation of the findings of the review and of the associated tax invoice.
4. Marketing Consultancy:
4.1. The Client commissions NCS to review and /or undertake agreed aspects of its marketing and/or internet marketing strategy and operation and to recommend changes as appropriate.
4.2. NCS will report verbally or in writing / email as agreed.
4.3. The agreed Marketing fee or any outstanding part of it will be due in full immediately on submission or presentation of the findings of the review and of the associated tax invoice.
5. Hosting, Domain, Email Services and Web Support:
5.1. The Client commissions NCS to provide any combination of hosting, domain, email services and web support.
5.2. The arrangement can be terminated by either party on one month’s notice in writing (including email). NCS at its discretion will renew domain, hosting, email and support services automatically with or without prior notice unless agreed otherwise. NCS reserves the right not to renew individual services unless agreed explicitly with the Client.
5.3. The Client agrees to pay the notified fees promptly on invoice by cheque, direct credit / debit or standing order as agreed mutually between the two parties.
5.4. NCS quoted hosting and other service fees apply to the initial or next 12 month period unless otherwise specified. Where it becomes necessary to increase these in subsequent years, NCS will normally provide at least one months notice of any proposed increase.
5.5. The Client agrees to take adequate measures to ensure their website or any system operated or provided by NCS is not used for transmission of computer viruses, any material that is obscene, defamatory, abusive, indecent, or illegal, nor used in a manner creating a violation or infringement of the rights of any person, firm, company or other entity.
5.6. NCS reserves the right to suspend the hosting and / or other services at its absolute discretion for the purpose of maintenance, improvement, repair or prevention of problems including those highlighted in 5.5.
5.7. Where NCS provides the Client with e-mail facilities, web hosting or other services which involve the provision of computer storage space, NCS reserves the right to impose limits on the storage space and bandwidth provided. Such limits may be by reference to the physical amount of space made available, the number of e-mail messages held, the size of any attachments sent or any other method NCS may specify. NCS reserves the right to vary these limits from time to time and will keep the Client informed by e-mail. NCS reserves the right to refuse to accept material and/or to delete material which exceeds the relevant limit.
5.8 NCS provides hosting primarily for clients also using its development and/or maintenance services. NCS reserves the right to restrict access to its servers to its own professional personnel to maintain server security.
6. Integration of Website Operation/Information into the Client’s Administrative Systems
6.1. The Client commissions NCS to review the work required and benefits from integration of agreed aspects of the client website information flow and to recommend a specified programme of integration.
6.2. The Integration fee or any outstanding part of it will be due in full on completion of the integration or agreed stages. The Client undertakes to pay NCS the agreed fee promptly on approval of the completed integration or agreed staged development and on the submission of the associated tax invoice. The Client agrees not to unreasonably withhold approval of the work undertaken or of the staged development.
7. Search Engine Services and Internet Marketing Support
7.1. The Client commissions NCS to undertake work on the client’s web site and marketing / promotion programme with a view to increasing its targeted visitor traffic, exposure to search engines and /or registration with search engines.
7.2. NCS will report verbally, in writing or email as agreed to recommend and agree the work to be undertaken.
7.3. The agreed fee or any outstanding part of it will be due in full immediately on the main submission to search engines or individual task agreed or earlier by agreement and on presentation of the associated tax invoice. All payments made by NCS to third parties in the normal course of its duties and within agreed budgets will be due when made or earlier by agreement.
7.4. Where a post registration report and resubmission of failed entries has been commissioned, this will normally be undertaken within 3 months of the main submission.
7.5 The Client authorises NCS to contact third parties in the Client’s name as its agent in the course of its accepted duties. The Client accepts that NCS may disclose information to these third parties or enter into commitments on behalf of the client in the normal course of these duties
7.6 NCS will take all reasonable care to ensure reports on promotion programmes are accurate, meaningful and reliable. However, we do not guarantee to identify all cases of pay per click or other fraud or problems howsoever caused. Responsibility for subsequent actions and outcomes remains with the client at all times.
8.0 Pay per Click Advertising Management
8.1 NCS undertakes to conduct pay per click advertising management generally to and within agreed budgets although the Client accepts that excess expenditure in any period may occur for example from traffic fluctuations or variations in management by the pay per click network provider. NCS accepts no liability for any problems resulting from changes to the advertising programme made by Client or Client staff without NCS knowledge and agreement.
8.2 Where, for any Client, we review their Google Adwords or other advertising account, but do not undertake continuing advertising management, after the review it is the Client's responsibility to reset their Account access profile to ensure that they retain sole access to the Account and that they satisfy themselves the Account remains in the order they wish with any changes made only as agreed.
8.3 Where payments are made to Google direct from client payment cards, clients are normally asked to enter the card details on Google themeselves for privacy reasons. Where Net Commerce Solutions are asked to enter the payment card details for the client, we keep no other record of the card and will never use it for other purposes. However, we cannot accept liability for any misuse by third parties.
Expenditure on behalf of the Client on pay per click programmes will normally be charged monthly in arrears but one month’s budget (or other amount as may be agreed) will be charged and held by NCS in advance for the monthly service and one quarter’s budget (or other amount as may be agreed) for the quarterly service.
NCS reserves the right to suspend any programme at any time with or without prior warning for lack of cleared funds if these are not provided in advance or owing to the existence of unpaid invoices from any NCS service.
9. Newsletter, News Reporting, Analysis, Information and Training Material
9.1 NCS will take all reasonable care in the accuracy and reliability of information and opinion in NetNews and other communications. However, responsibility for subsequent actions and outcomes remains with the reader at all times.
NCS Terms and Conditions 1.20 03/11/2010
Net Commerce Solutions
Herts Web Design and Internet Marketing Consultants T&Cs