1. DEFINITIONS AND INTERPRETATION
1.1. In this Agreement the terms have the following meanings:
1.2. “Agreement” means the written contract between NetCreater and the Client to which these conditions will apply.
1.3. “Client” means any person, company, partnership, organisation or body at whose request, NetCreater agrees to provide the products and/or services under these terms and conditions.
1.4. “Deposit” means a non-refundable payment of 25% of the Price.
1.5. “Notes” means the Client’s guidance of their expectations of the design of the web site. This is not a specification.
1.6. “Domain Name” means the name of the domain registered by the Client or the domain name registered by NetCreater for the Client.
1.7. “Maintenance” means to periodic maintenance/updating of the site in accordance with the Client’s instructions.
1.8. “Maintenance Payments” means the periodic payments which must be made by the Client for the Maintenance.
1.9. “NetCreater” means Net IT Solutions UK Ltd trading as NetCreater.
1.10. “Order Form” means the digital or printed document completed by the Client in order to enter the Agreement.
1.11. “Order” is the request by the Client for products and/or services in the order form/agreement.
1.12. “Package” means the level of web site design of 1-3 Pages, 4-10 Pages, 10+ Pages, E-commerce or Estate Agents details of which are published from time to time by NetCreater.
1.13. “Price” means the consideration for the Package and Management & Consultancy maintenance fee.
1.14. “Web Site” will mean the web site designed by NetCreater for the Client, whether or not the web site has been completed uploaded or approved by the Client
2. CONSIDERATION
2.1. In consideration of the Price being paid to NetCreater by the Client, NetCreater agrees to provide the Package selected by the Client by the Date of Completion.
3. DEPOSIT
3.1. On entering into this Agreement the Client will pay NetCreater the Deposit. This Deposit is non-refundable.
4. DESIGN
4.1. All Orders are received in good faith and are subject to receiving the Deposit. Upon receipt of the Deposit and a properly completed Order Form NetCreater, if it accepts the Order, will design the web site in accordance Package selected by the Client.
4.2. NetCreater will, if requested by the Client also register a Domain Name for the Client. Renewal of the registration of the Domain name will be the Client’s responsibility and NetCreater accepts no liability if the Client does not renew the registration of the Domain Name.
5. LOGO
5.1. The Client hereby irrevocably provides NetCreater a licence to use the Logo, whether provided by the Client or designed by NetCreater for and connection with the design uploads advertising and maintenance of the Web Site and any other ancillary or connected purpose.
6. DATE OF COMPLETION
6.1. On the Date of Completion NetCreater will notify the Client that the Web Site has been uploaded to a temporary location for approval by the Client. |
6.2. The Client will within 7 days of such notification provide in writing a list of minor amendments and adjustments required to the Web Site. If no such written list is provided within 7 days, then the Client agrees that NetCreater can deem the Web Site as approved.
6.3. NetCreater will make the necessary amendments and or adjustments as reasonably requested by the Client in accordance with clause 6.2 above.
6.4. NetCreater reserves the right to increase the Price at its sole discretion if it believes the amendments and adjustments are not reasonable or that they are outside the scope of the original Design Ideas.
6.5. Once the Web Site is approved by the Client, the Client will immediately pay the Price to NetCreater less the Deposit already paid.
6.6. NetCreater reserves the right of ownership on all work until the Price is received in full.
6.7. On Receipt of the Price, NetCreater will upload the approved Web Site to a location provided by the Client or arranged by NetCreater, as per the Client’s instructions.
7. MAINTENANCE
7.1. If the Client has selected the Maintenance option, subject to receiving the periodic Maintenance Payments in accordance with 7.2 below, NetCreater will maintain the Web Site for a minimum 12 month contract, including updating the existing pages of the Web Site in accordance with the Client’s instructions.
7.2. The first Maintenance Payment must be paid to NetCreater on the Date of Completion and then in advance on the same date of every month. Failure to pay the Maintenance Payment will, at the discretion of NetCreater, invalidate the Maintenance agreement.
8. LIMITATION OF LIABILITY
8.1. The Client agrees that they shall not hold NetCreater liable for any losses including, (but not limited to) loss of profits, projected profits, costs or claims caused by Web Site errors or omissions, or by the failure of certain material to appear on the Internet on any given date.
8.2. This includes loss of data resulting from delays and/or service interruptions and the malfunction of equipment.
8.3. NetCreater is not responsible for any external factors that may affect the Web Site of its performance.
9. TERMINATION
9.1. NetCreater reserves the right to terminate this Agreement for any Package, Web Site and or Maintenance upon giving the Client notice with immediate effect. No reason for this termination need be given.
9.2. The Client may give one month’s written notice to NetCreater to terminate any Maintenance agreement in accordance with 7.2.
9.3. The Client may give notice in writing at least 10 days prior to the Date of Completion to terminate this Agreement.
9.4. Upon termination the Client will not be liable for the Price but must pay NetCreater the balance of the Deposit, if an amount less than 25% of the Price was paid to NetCreater upon entering this Agreement. Failure to pay the balance of the Deposit immediately upon termination will render the Client liable for the full Price.
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9.5. NetCreater reserves the right to suspend or withdraw Maintenance and any other facilities, where Client’s have unsettled bills or overdue accounts or Maintenance Payments. NetCreater cannot be held liable for any loss of business resulting form the termination of any accounts.
10. GENERAL
10.1. NetCreater reserves the right to refuse to publish, design or sell material that NetCreater at its sole discretion considers to be illegal, immoral or improper.
10.2. NetCreater considers it to be the Client’s responsibility to ensure that pages and images published on the Web Site on the Client’s behalf are not libellous or defamatory and do not infringe copyright regulations or any other intellectual property rights.
10.3. NetCreater cannot be held responsible for libel defamation or breach of copyright or any other intellectual property right and the Client hereby agrees to fully indemnify NetCreater against any costs claims proceedings or any other action that may be taken against NetCreater.
10.4. NetCreater prices are liable to change without prior notice.
10.5. NetCreater reserves the right to use examples of websites we have designed for promotional purposes.
10.6. Reports, drafts and all other records or information provided by NetCreater are private and confidential between the Client and NetCreater and they may not be used or read upon by any other party without the prior consent of NetCreater.
10.7. Liability to any party for any reason is specifically excluded unless separately agreed in writing.
10.8. These Terms and Conditions (as amended from time to time) together with any document expressly referred in any conditions, contains the entire agreement between the parties and supersedes any previous agreements, arrangements, undertakings or proposals, written or verbal, between NetCreater and the Client. No verbal explanation or verbal information shall alter the interpretation of these Terms and Conditions. The Client confirms that that, in agreeing to these Terms and Conditions, it has not relied on any representation save insofar as the same has expressly been made a representation in these Terms and Conditions and agrees that it shall have no remedy in respect of any misrepresentation which has not become a term of these terms and conditions save that the agreement of each party contained in this.
10.9. The invalidity, illegality or unenforceability of any provision of these terms and conditions shall not affect or impact the continuation in force of the remainder of these Terms and Conditions.
10.10. Nothing in these terms and conditions shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting either party as the agent of the other party for any purpose whatsoever and neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose.
10.11. These terms and conditions shall be governed by and construed in accordance with English law and the parties hereby submit to the non-exclusive jurisdiction of the English courts in respect of any dispute or matter arising out of or connected with these terms and conditions. |
