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The Agreement consists of the Quotation for Works and these Terms and Conditions. Where applicable there may also be a License or User Agreement in the terms set out at clause 8 (or otherwise in writing) entered into by the Company and the Client who are also the “Party or Parties” to this Agreement.
1.1 In these Terms and Conditions the following definitions apply:
• ‘Company’ means Npwebservices Limited, Company Number 06885216 whose registered office is at 57a Broadway, Leigh-On-Sea, Essex, United Kingdom, SS9 1PE.
• ‘Client’ means the person or organisation to whom the Quotation for Works is addressed (and where there is more than one, they shall be jointly and severally liable)
• ‘Quotation for Works’ means the initial detailed requirements of the Client set out in a quotation delivered by the Company and accepted by the Client and includes Appendix A (excel spreadsheet breakdown of Work and Fees)
• ‘Term’ shall be the period of time that this Agreement shall be in place as detailed in the Quotation for Works.
• ‘Work/Works’ means the performance of the services and the delivery of the goods and or deliverables each as set out in the Quotation for Works.
• ‘Fees’ means the fees and expenses payable for the Work, as set out in the Quotation for Works.
1.2 The Quotation for Works will detail the Work proposed by the Company to be provided to the Client which will include one or more of the following options:
1.2.1 the supply of goods to the Client:
• Software or website design products including e commerce software or website development including any copy, images or video footage requested – for which the Client may be required to enter the required licence agreements with us or a third-party provider.
1.2.2 the supply of services to the Client:
• Professional Services: which may include design and development of websites, apps, software and systems delivered by the Company on a project basis, a retainer basis or a fixed price basis.
• Support services: which may include Systems Support and/or Technical Support. We also offer Email Support Services.
• Marketing and social media management services which may include SEO with monthly Fees. You will also be required to sign our Marketing Terms.
• Domain purchasing, certification, and/or hosting services with annual one-off subscription and/or monthly Fees.
2.1 The Company will: (i) use all reasonable care and skill in carrying out the Work and will; (ii) complete the Work in accordance with the Quotation for Works and any time schedules agreed in writing with the Client; and (iii) co-operate with Client in all matters relating to the Work.
2.2 In the event that the Company must enter the Client’s premises in order to provide the Work or a part of the Work, the Company will comply with all reasonable standards of safety and comply with the Client’s health and safety procedures from time to time in force at the Client’s premises and report to the Client any unsafe working conditions or practices.
3.1 Each Party represents and warrants that: (i) it has the full power and authority to enter into this Agreement and to perform its obligations hereunder; (ii) it has obtained all necessary licences, permissions, and clearances to grant the rights granted hereunder and for the performance of its obligations hereunder; and (iii) it will comply with all applicable laws, rules and regulations.
3.2 The Company warrants that if any software or code is provided in the Works, it is the legal and beneficial owner of any such software or that it has a licence to use and sublicence any third-party software component.
3.3 The Company represents and warrants that the Work and any software used in the Work shall not infringe the Intellectual Property or any other rights of any third party. In relation to images, the Company shall use reasonable endeavours to ensure that images provided by them are royalty free and or correctly paid for and licensed for use.
3.4 The Client represents and warrants that in respect of any images, copy or other material is supplies to the Company for use in any Works it is the legal and beneficial owner of any such software or that it has a licence to use and sublicence any third-party to so use it.
These obligations are subject to the condition that the indemnified Party: (i) gives the indemnifying Party prompt written notice of any claim or action for which indemnity is sought; (ii) gives the indemnifying Party control of the defence and settlement hereof (provided that any compromise or settlement of a claim or action shall require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed); and (iii) cooperates with the indemnifying Party (at the indemnifying Party’s expense) in such defence.
4.1 Except as expressly and specifically provided these terms and conditions, all warranties, conditions, and other terms implied by statute, common law or otherwise are, to the fullest extent permitted by law, excluded from this Agreement.
4.2 The Company shall not be liable for any consequential, special, incidental, or indirect damages arising from or related to this Agreement however caused and on any theory of liability (including negligence or strict liability), and irrespective of whether the Company has advised or been advised of the possibility of any such loss or damage.
4.3 Save for liability for breach arising out of clause 4, the total aggregate liability of the Company in contract, tort (including negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising out of or in connection with this Agreement shall be the amount of Fees actually paid by the Client in the preceding 12 month period to the notification of a potential claim for loss pursuant to this Agreement.
4.4 Nothing in this Agreement shall limit or exclude either Party’s liability for death or personal injury resulting from its negligence, fraud or fraudulent misrepresentation, or the deliberate default or wilful misconduct of that Party, its Representatives or Sub-Contractors or any matter which cannot be limited or excluded by law.
5.1 The Company accepts no liability whatsoever for the acts and omissions of any third parties (usually software providers) with whom the Client has signed any contract, terms, license, or user agreement to use third-party products, even if the Company introduced, sold or advised the Client to purchase such products and/or enter such licence arrangements. The Company does not guarantee the delivery of such products or services by third parties in any way. The Company’s obligation is limited to advising the Client of suitable third-party products and services that are fit for purpose, based on the Client’s instructions, and not in any way for the subsequent and continuing delivery of those products by third parties.
5.2 Internet related services can be an unreliable medium and may not always operate without faults. The Company cannot guarantee that the Client’s website or social media accounts will operate continuously or without interruptions and accept no liability for its unavailability. In no event will the Company be liable for any loss or damage (whether direct or indirect, including loss of profits or any consequential loss) resulting from or in any way connected with the online availability of your website or social media accounts, howsoever caused.
5.3 The Company are not liable for loss, damage or corruption to files or information stored on its servers or individual PCs relating to a client’s website.
5.4 The Company cannot guarantee the ‘life expectancy’ for your website (when part of the Works delivered by the Company) as this will depend on the rules and terms of the platform where it is built (ie; WordPress, PHP) and such rules, particularly around security requirements, change regularly. The Company will make reasonable efforts to inform the Client of any relevant changes notified to us from time to time by such third-party providers, but the Company cannot guarantee functionality which is dependent on such third parties for any fixed period of time. Upgrades/rebuilds or other Works required in these situations can be provided by the Company, but this will attract additional Fees.
6.1 The Client to carry out sufficient research before proceeding with Works that include the creation or development of any website. This due diligence will include checking that the website / business proposed will operate legally.
6.2 The Client is solely responsible for the website’s content including:
6.2.1 All images and textual content appearing on the Client’s website are the sole responsibility of the Client regarding usage and copyright, whether supplied by the Client or Npwebservices Ltd.
6.2.2 Should any legal issues or claims arise in regard to usage or breach of copyright the Client hereby gives a full indemnity to the Company for any costs, (including legal costs) claim, damages or other compensation, or procedures, in relation to breach of copyright or other intellectual property rights from any third party for the contents of the Client’s website(s).
6.2.3 The Company has no control of, or responsibility for, the content of any Client’s websites. In no way does the textual or image-based content of our client’s web sites constitute any endorsement, or approval by the Company of the Client, its website or the material contained within its website.
6.3 The Client undertakes to give timely feedback and instructions on any queries raised in the course of the Works by the Company (or its agents and subcontractors) and to deal promptly with requests for information or other materials when required.
6.4 The Client agrees to prompt sign off or feedback at any project stage, where such sign off or feedback is necessary to progress the Works.
6.5 The Client understands that the Company will not tolerate any verbal or physical abuse of its staff. In this event we will send the Client their website files via email and give 30 days’ notice for cancellation of hosting and associated services so that the Client may source an alternate web developer. We reserve the right to terminate marketing and any other Services with immediate effect.
7.1 The Term for each element of the Works under this Agreement shall be set out in the Quotation for Works.
7.2 The Company may terminate the Contract if payment is not made by the Client in accordance with this agreement.
7.3 Additionally, termination may be by either Party immediately on written notice (a) if the other Party breaches any of its obligations under this Agreement and such breach remains uncured for fourteen (14) days following receipt of written notice by the breaching Party of such breach; or (b) upon: (i) the filing of any voluntary petition by the other Party, or upon the filing of any involuntary petition against a Party that is not dismissed within thirty (30) days after filing; (ii) any appointment of a receiver for all or any portion of the other Party’s business or operations; (iii) any assignment of all or substantially all the assets of the other Party for the benefit of creditors; (iv) the other Party is adjudged bankrupt by a court with competent jurisdiction; (v) the other Party becomes insolvent; (vi) the other Party ceases all or substantially all of its operations; or (vi) reputational harm being caused to the other Party.
7.4 Upon termination of this Agreement for any reason the Company shall return or delete, according to the guidelines of the Client any Personal data of the Client and delete all duplicates, unless applicable legislation or reasonable business activity requires the retention of such Personal Data.
7.5 Termination of this Agreement shall not affect any rights, remedies, obligations, or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination.
7.6 Clauses which expressly or by implication have effect after termination shall continue in full force and effect.
7.7 Time is not of the essence of this contract in any respect save for the payment by the Client of the Company’s Fees.
8.1 Unless agreed otherwise in writing, and the Works include the creation of new websites or software or code (including for e-commerce or database), the Company will own all Intellectual Property developed or created as part of the Works until the Fees are paid in full by the Client. If payment is not made by the Client in full and or on time, any IPR in the Works remain the absolute property of the Company until full payment of all Fees.
8.2 Exceptions to clause 8.1 shall include
8.2.1 original specifications, plans or designs created by and owned by the Client prior to entering into this agreement.
8.2.2 any and all software or code developed by the Company for a particular purpose or use and which is specified in writing during the course of the Works which shall remain the absolute property of the Company even after full payment by the Client, when a licence agreement to use such software or code shall arise between the Company and the Client on the following (or otherwise agreed in writing) terms:
8.2.2.1 the IPR may be used solely by the Client for the particular purpose or use specified in writing during the Works.
8.2.2.2 if the IPR is to be used for any other purpose or by any other associated or connected person, business or company, this may ONLY be allowed with the prior written permission of the Company.
8.2.2.3 The licence is personal, irrevocable, non-transferable and non-sub-licensable.
8.2.2.4 So far as any goodwill is generated by the Client’s use of the IPR it shall accrue to the benefit of the Company.
8.2.3 All IPR in pre-existing names, logos, scripts, objects, routines, sub routines, programme utilities, file structures, coding and other materials owned by and/or used by the Company in the Work will remain our property.
8.2.4 All IPR owned by any third parties who allow its use through their own user agreements or licences or terms.
9.1 Subject to this clause and except to the extent that payment is required earlier, or in advance by the Quotation for Works, all invoices will become due as of the date specified in the invoice, or the date of issue (whichever is the later) If there is any delay in payment, the Company will at its option (and in each case without penalty or liability to the Client) be entitled to either (a) withhold starting or providing any remaining Work until all payments due have been made or, (b) give written notice to the Client terminating its contract to carry out the Work – in which case the Client will not be entitled to any refund of fees already paid. Interest at 2% above the then current Bank of England base lending rate will also be payable on any unpaid Fees from the date when the relevant invoice becomes due until the date of payment, together with all reasonable recovery costs incurred by the Company in attempting to recover the sums due.
FOR ANNUAL BILLING
9.2 The Fees shall be charged annually (either fully in advance, or by staged payments as agreed in writing) at the commencement of the Work and shall be paid as of the date specified in the invoice, or the date of issue (whichever is the later).
Renewals
9.2.1
i) Web Hosting
Npwebservices Ltd will notify the client in advance of web hosting renewal becoming due. Should the client fail to pay the corresponding invoice the website will cease to be available online and email service will no longer be active. Additionally historical emails may be lost. There is a re-publishing fee of £50+VAT to restore a website to the server that has been allowed to expire.
ii) Domain Names
Should a domain name invoice not be paid on time, the domain will initially become suspended, and the client runs the risk of a third party acquiring the domain after the suspension period. Npwebservices Ltd are not responsible in any event relating to loss of a domain name.
iii) Marketing Subscriptions
Should a marketing payment fail we will raise an invoice and request payment. If the account is not brought up to date by the end of the month Npwebservices Ltd reserve the right to cease marketing activity, (this includes Google adverts being paused). Upon the account being brought up to date, we will re-instate the adverts and marketing package.
iv) Account arrears
Should an account become overdue, where possible we may offer repayment terms to keep your services active. Failure to keep to agreed repayment terms or bring your account to date upon request will result in all services being suspended. We will only re-commence services once the entire account balance has been settled.
FOR MONTHLY BILLING
9.3 The Fees shall be charged at the start of each month and shall be paid as of the date specified in the invoice, or the date of issue (whichever is the later)
9.4 All Fees in our Quotation for Works are exclusive of VAT. VAT shall be payable and added to Fees where appropriate and at the prevailing rate from time to time
9.5 Any changes to the scope of works or variations to the Works must be agreed in writing, and all additional Works will be charged. Where additional Works fall outside of the scope of the existing standard annual or monthly fee, a quotation for these changes will be presented for approval prior to an invoice being presented.
9.6 If additional Works are provided to the Client, the Company may vary the rates or charges or Fees from those set out in the Quotation, in its absolute discretion.
9.7 At the end of the Term, Works shall be immediately terminated unless the Client renews the agreement.
10.1 Neither Party will be liable for any delay or failure to comply with any obligation to the other Party to the extent that this is due to matters beyond its reasonable control, including (but not limited to) acts of God, acts of governmental or any public telecommunications operator or Internet service provider , outbreak of hostilities, national emergency, riots, civil commotion, terrorism, fire, explosion, flood, epidemic, pandemic and (in the Company’s case) any delay or failure by the Client to give instructions, authority or information sought by the Company.
11.1 For the purposes of this Agreement a Party (or any of its Affiliates) that receives Confidential Information shall mean the Recipient Party and a Party (or any of its Affiliates) that is disclosing Confidential Information to the Recipient Party shall be the Disclosing Party;
11.2 The Recipient Party will always, both during the Term and thereafter, keep and hold all Confidential Information of the Disclosing Party in the strictest confidence, and will not use such Confidential Information for any purpose, other than as may be reasonably necessary for the performance of its duties pursuant to this Agreement, without the Disclosing Party’s prior written consent.
11.3 The Recipient Party agrees that it will not disclose to any third party or use any Confidential Information disclosed to it by or on behalf of the Disclosing Party except as expressly permitted in this Agreement, and that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the Disclosing Party in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance.
11.4 In the event of any unauthorised use or disclosure or loss of any Confidential Information of the Disclosing Party, the Recipient Party shall promptly, at its own expense: (i) notify the Disclosing Party in writing; (ii) take such action as may be necessary or reasonably requested by the Disclosing Party to minimise the violation or the damage resulting therefrom; and (iii) cooperate in all reasonable respects with the Disclosing Party to minimise the violation and any damage resulting therefrom.
11.5 Notwithstanding the foregoing, the Recipient Party may disclose Confidential Information of the Disclosing Party (i) to the extent required by a court of competent jurisdiction or other governmental authority or otherwise as required by law, rule or regulation, in each case as confirmed by the opinion of legal counsel, so long as the Recipient Party first provides the Disclosing Party with as much notice as reasonably practicable under the circumstances and cooperates with the Disclosing Party’s efforts to limit the extent of such disclosure, and (ii) on a “need-to-know” basis under an obligation of confidentiality to its Representatives and Affiliates.
11.6 The terms and conditions of this Agreement will be deemed to be the Confidential Information of each Party and will not be disclosed without the prior written consent of the other Party.
11.7 Upon termination of this Agreement, or as requested in writing from time to time by the Disclosing Party, the Receiving Party shall (i) return the Confidential Information of the Disclosing Party in its possession, custody or control, together with all copies thereof; or (ii) on direction by the Disclosing Party, destroy by shredding or incineration all documents and other material in the Receiving Party’s possession, custody or control which bear or incorporate any part of the Disclosing Party’s Confidential Information and certify in writing to the Disclosing Party that this has been done, and expunge all Confidential Information of the Disclosing Party from any computer, word processor or similar device into which it was loaded (to the extent technically practicable), and certify in writing to the Disclosing Party that this has been done.
12.1 No waiver of any of rights under any contract which these Terms and Conditions form part of will be binding unless that waiver is given in writing. Further, no waiver granted by either Party will prevent it exercising any other right(s) it has against the other Party.
13.1 Only this Agreement and the Quotation for Works will apply to the provision of the Work and may be amended only if in writing and signed by both Parties. To the extent permitted by English law, the Client waives any right it might have to rely on (i) any other terms and conditions mentioned on any purchase order issued by the Client, or which the Client might otherwise have sought to rely upon and (ii) any previous agreements and arrangements between the parties relating to the provision of the Work whether oral, in writing, or implied.
14.1 If any provision of this Agreement is legally incapable of being enforced, it will automatically be replaced by an alternative provision which achieves, so far as is practical, the objectives of the original provision, and all other parts of the agreement shall remain binding on the parties.
15.1 All notices, requests, directions or other communications hereunder shall be in writing (with a courtesy copy to be sent by email communication) and deemed to have been sufficiently served if (i) hand delivered, (ii) sent by commercial courier (iii) sent by registered post, to the address of the respective Party. Notices pursuant to this clause are effective and deemed to have been served, unless there is evidence of it having been received earlier, (i) if hand delivered, at the time of delivery to the correct addressee; (ii) if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or (iii). If sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting.
Each party recognises and accepts its obligations with regard to the control and the processing of personal data under the current data protection legislation and regulations. For more information on this, please see our Privacy Notice on our website: https://www.npwebservices.co.uk/privacy-policy/
The Company is registered with the ICO for data protection and GDPR purposes. For more information about our responsibilities and your rights, please see the ICO website:
17.1 The Parties are independent contractors, and nothing in this Agreement shall be construed as creating an agency, partnership, joint venture or any other form of legal association between the Parties. No Party shall have authority to act as agent for, or to bind, the other Party in any way.
18.1 This Agreement is governed by and shall be construed and interpreted according to the laws of England. Each Party irrevocably submits to the exclusive jurisdiction of the courts of England with respect to any proceedings which may be brought at any time relating to this Agreement (including non-contractual disputes or claims).
