terms and conditions

1. INTELLECTUAL PROPERTY:
1. Once paid for, it is NETWISE policy that all our clients own their content, data, logos, graphics, text copy, designs and styling completely. NETWISE makes no claim whatsoever over copyright or ownership of such client content.
2. The client must take ultimate responsibility for the legal ownership of all the site content. Any content that turns out to be illegal, libellous or in any way inappropriate is the sole responsibility of the client.
3. PHOTOGRAPHY: It is assumed that the copyright is either owned by the client, that the client has agreed with the copyright owner that they have freedom to use the photography in whatever way they instruct NETWISE or that the photography is acquired by NETWISE as "royalty free" software or that NETWISE pays a bureau to be able to use stock photography. All copyright and legal issues associated with photography on a client's website are the responsibility of the client.
2. GETTING A COPY OF YOUR WEBSITE:
1. We can create a complete dump of your website from our servers. For smaller sites this is then emailed to the client. For larger sites, we make up a CD/DVD. Creating a complete website dump and emailing to the client costs £55. There is a £45 surcharge for larger sites that need to fit on a CD/DVD and require posting. Additional CD/DVDs cost £15 each.
2. We provide website backups "as is" in a state that is/was working on our servers.
3. TRANSFERRING AWAY FROM NETWISE:
1. Where NETWISE manages the domain, we charge £50 to transfer the domain to a different Internet Service Provider. These charges are not NETWISE charges but are levied by domain name authorities, which we then pass on.
2. NETWISE does not accept responsibility for any downtime caused by Domain Migration.
3. EMAIL: On transfer, all email is purged from our systems and responsibility migrates to the new service provider. It is the responsibility of the new service provider to maintain continuity of email services. For customers with Google Apps accounts, these are unaffected by any migration from NETWISE and are bound by the relationship between Google and the client.
4. WEB: On transfer, all data and backups are purged from our systems and responsibility migrates to the new service provider. It is the responsibility of the new service provider to maintain continuity of web services. NETWISE does not setup the website on your new host nor are we responsible for software incompatibilities or website maintenance of any kind.
5. CONTENT MANAGEMENT: Content management is a feature of an NETWISE server and is not part of the website. On transfer, the website is essentially "frozen" until the new service provider is able to provide the client with a replacement Content Management System.
6. WEB STATISTICS: Depending on the type of web statistics used, these may transfer automatically with the site without interruption or they may be lost.
7. SEARCH ENGINE MARKETING: There is a possibility that, on migration, a website may take a downturn in search engine positioning. There are a variety of reasons for this, particularly when a website shares server space with a large number of other domains. NETWISE cannot be held responsible for any lowering of visibility that results from a transfer away. NETWISE websites with Content Management Systems use a proprietary technology, Dynstatic, to help optimise websites on search engines. This service is not available on third party servers.
8. PAYMENTS: When a client is transferring away from NETWISE, all outstanding payments and all transfer costs must be made in full PRIOR to the transfer out.
4. VAT: Charges are normally subject to VAT at the normal rate of 17.5%.
5. WEB SITE HOSTING AND EMAIL:
1. We make no representation and give no warranty as to the accuracy or quality of information received by any person via the Server and we shall have no liability for any loss or damage to any data stored on the Server.
2. You shall effect and maintain adequate insurance cover in respect of any loss or damage to data stored on the Server.
3. You represent, undertake and warrant to us that you will use the Web Site allocated to you only for lawful purposes. In particular, you represent, warrant and undertake to us that.
4. You will not use the Server in any manner which infringes any law or regulation or which infringes the rights of any third party, nor will you authorise or permit any other person to do so.
5. You will not post, link to or transmit:
6. any material which is unlawful, threatening, abusive, malicious, defamatory, obscene, blasphemous, profane or otherwise objectionable in any way.
7. any material containing a virus or other hostile computer program.
8. any material which constitutes, or encourages the commission of, a criminal offence or which infringes any patent, trade mark, design right, copyright or any other intellectual property right or similar rights of any person which may subsist under the laws of any jurisdiction.
9. You will not send bulk email whether opt-in or otherwise from our network. Nor will you promote a site hosted on our network using bulk email.
10. You will not employ programs, which consume excessive system resources, including but not limited to processor cycles and memory.
11. We reserve the right to remove any material, which we deem inappropriate from your web site without notice.
12. You shall keep secure any identification, password and other confidential information relating to your account and shall notify us immediately of any known or suspected unauthorised use of your account or breach of security, including loss, theft or unauthorised disclosure of your password or other security information.
13. You shall observe the procedures, which we may from time to time prescribe and shall make no use of the Server, which is detrimental to our other customers.
14. You shall procure that all mail is sent in accordance with applicable legislation (including data protection legislation) and in a secure manner.
15. Any access to other networks connected to NETWISE network must comply with the rules appropriate for those other networks.
16. While we will use every reasonable endeavour to ensure the integrity and security of the Server, we do not guarantee that the Server will be free from unauthorised users or hackers and we shall be under no liability for non-receipt or misrouting of email or for any other failure of email.
17. We shall use our reasonable endeavours to make available to you at all times the Server and the Services but we shall not, in any event, be liable for interruptions of Service or down-time of the Server.
18. The Services provided to you hereunder and your account with us cannot be transferred or used by anyone other than you. No more than one log-in session under any one account may be used at any time by you. If you have multiple accounts, you are limited to one login session per system account at any time; user programs may be run only during log-in sessions. If your account is found to have been transferred to another party, or shows other activity in breach of this sub clause, we shall have the right to cancel the account and terminate the Services and/or this Agreement immediately.
6. PAYMENT:
1. All charges payable by you for the Services shall be in accordance with the scale of charges and rates published from time to time by us on our web site or by our sales staff and for Domains & hosting shall be due and payable in advance of our service provision. We reserve the right to change pricing at any time although all pricing is guaranteed for the period of pre payment.
2. For Domains & Hosting Payment is due each anniversary month, quarter or year following the date the Services were established until closure notice is given.
3. All payments must be in UK Pounds Sterling, US Dollars or Euros.
4. If your cheque is returned by the bank as unpaid for any reason, you will be liable for a "returned cheque" charge of £50.00.
5. Without prejudice to our other rights and remedies under this Agreement, if any sum payable is not paid on or before the due date, we shall be entitled forthwith to suspend the provision of Services to you.
6. If an account goes unpaid for at least seven days, a £10.00 late payment fee will be applied.
7. If an account goes unpaid for at least ten days, the account and its associated services are suspended. A £20.00 charge will be applied upon account reactivation to cover administration costs.
8. Once an account has a suspended status, Access to files, databases and other content is explicitly denied. All files, databases and other content including the account itself is permanently deleted after ten days of account suspension.
9. Should access to files, databases and other content be required before they are deleted, account reactivation will be required.
10. Any deviation or alteration from the quote, proposal or previous correspondence involving extra cost will be executed upon written order and will become an extra charge.
11. Any additional items from the original proposal/specification/quote need to be communicated in writing (e.g. email, fax or letter).
12. For projects that take longer than four weeks to complete, we require interim payments for work completed and agreed by email or phone by the client, payment terms 7 days.
13. All hosting costs require payment before launch of the website.
14. All standing orders require to be setup before launch of the website.
15. Accounts which remain outstanding for 30 days after the date of invoice, will incur an extra charge of 4% above the bank base rate per month of the outstanding amount.
16. Publication and/or release of work done by NETWISE on behalf of the client, may not take place before cleared funds have been received.
7. TERMINATION
1. If you fail to pay any sums due to us as they fall due, we may suspend the Services and/or terminate this Agreement forthwith without notice to you.
2. If you break any of these terms and conditions we may suspend the Services and/or terminate this Agreement forthwith without notice to you.
3. If you are a company and you go into insolvent liquidation or suffer the appointment of an administrator or administrative receiver or enter into a voluntary arrangement with your creditors, we shall be entitled to suspend the Services and/or terminate this Agreement forthwith without notice to you.
4. No refunds will be made for Services suspended in accordance with 7.1, 7.2 and 7.3.
5. You may cancel the Services at any time except where an exception is made clear within the original contract.
6. Where payment has been made by credit or debit card, any refund will only be issued to the same credit or debit card.
7. On termination of this Agreement or suspension of the Services we shall be entitled immediately to block your Web Site and to remove all data located on it.
8. INDEMNITY
1. You shall indemnify us and keep us indemnified and hold us harmless from and against any breach by you of these terms of business and any claim brought against us by a third party resulting from the provision of Services by us to you and your use of the Services and the Server including, without limitation, all claims, actions, proceedings, losses, liabilities, damages, costs, expenses (including reasonable legal costs and expenses), howsoever suffered or incurred by us in consequences of your breach or non-observance of this Agreement.
9. LIMITATION OF LIABILITY
1. All conditions, terms, representations and warranties relating to the Services supplied under this Agreement, whether imposed by statute or operation of law or otherwise, that are not expressly stated in these terms and conditions including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded, subject always to subclause 10.2.
2. Nothing in these terms and conditions shall exclude our liability for death or personal injury resulting from our negligence.
3. Our total aggregate liability to you for any claim in contract, tort, negligence or otherwise arising out of or in connection with the provision of the Services shall be limited to the charges paid by you in respect of the Services which are the subject of any such claim.
4. In any event no claim shall be brought unless you have notified us of the claim within one year of it arising.
5. In no event shall we be liable to you for any loss of business, contracts, profits or anticipated savings or for any other indirect or consequential or economic loss whatsoever
10. DESIGN
1. All work is carried out by NETWISE on the understanding that the client has agreed to NETWISE’s terms and conditions.
2. Copyright is retained by NETWISE on all design work including words, pictures, ideas, visuals and illustrations unless specifically released in writing and after all costs have been settled.
3. If a choice of design is presented, only one solution is deemed to be given by NETWISE as fulfilling the contract. All other designs remain the property of NETWISE, unless agreed in writing that this arrangement has been changed.
11. PROJECT ACCEPTANCE
1. At the time of proposal, NETWISE will provide the customer with a written estimate or quotation.
2. A copy of the written estimate or quotation is to be signed and dated by the customer to indicate acceptance and should be returned to NETWISE. Alternatively, the client may send an official order in reply to the estimate or quotation which binds the client to accept NETWISE’s terms and conditions. No work on a project will commence until either document has been received by accept NETWISE.
12. DESIGN CHARGES
1. Charges for design services to be provided by NETWISE, will be set out in the written estimate or quotation that is provided to the customer. At the time of the customer's signed acceptance of this estimate or quotation, indicating acceptance of the Terms & Conditions, a non-refundable deposit of 40% of the quoted fee will become immediately due. Work on the project will not commence until NETWISE has received this amount.
2. Charges for any additional services over and above the estimated design, will become fully payable (100% of the quoted amount) at the time of estimate or quotation acceptance.
13. DEFAULT
1. An account shall be considered default if it remains unpaid for 30 days from the date of invoice, or following a returned cheque. NETWISE shall be considered entitled to remove NETWISE’s and/or the customer's material from any and all computer systems, until the amount due has been fully paid. This includes any and all unpaid monies due for services, including, but not limited to, hosting, domain registration, search engine submission, design and maintenance, sub-contractors, printers, photographers etc.
2. Removal of such materials does not relieve the customer of it's obligation to pay the due amount. Customers whose accounts become default agree to pay NETWISE reasonable legal expenses and third party collection agency fees in the enforcement of these Terms and Conditions.
14. ALTERATIONS
1. The customer agrees that changes required over and above the estimated work or required to be carried out after acceptance of the draft design will be liable to a separate charge.
2. The customer also agrees that NETWISE holds no responsibility for any amendments made by any third party, before or after a design is published.
15. DATA FORMATS
1. The client agrees to NETWISE definition of acceptable means of supplying data to the company.
2. Text is to be supplied to NETWISE España in electronic format as standard text (.txt), MS Word (.doc), or CD-ROM, or via e-mail.
3. Images which are supplied in an electronic format, are to be provided in a format as prescribed by NETWISE España via, CD-ROM, or e-mail. Images must be of a quality suitable for use without any subsequent image processing, and NETWISE will not be held responsible for any image quality which the client later deems to be unacceptable. NETWISE cannot be held responsible for the quality of any images which the client wishes to be scanned from printed materials.
4. Additional expenses may be incurred for any necessary action, including, but not limited to, photography and art direction, photography searches, media conversion, digital image processing, or data entry services.
16. DESIGN PROJECT DURATION
1. Any indication given by NETWISE of a design project's duration is to be considered by the customer to be an estimation. NETWISE cannot be held responsible for any project over-runs, whatever the cause. Estimated project duration should be deemed to be from the date that cleared funds are received by NETWISE for the initial payment or by date confirmed in writing by NETWISE.
17. RIGHTS OF ACCESS FOR WEBSITE CONSTRUCTION
1. The client agrees to allow NETWISE all necessary access to computer systems and other locations, as required, in order to complete a website project and until all due funds are cleared, including the necessary read/write permissions, usernames and passwords. The customer also agrees to allow NETWISE access to any computer systems, usernames and passwords required to remove data and/or sites for failure to comply with these Terms and Conditions.
2. The customer agrees to supply NETWISE with all necessary materials, electronic, or otherwise, required to create and complete the project, and to supply them in a timely manner.
18. DESIGN PROJECT COMPLETION
1. NETWISE considers the design project complete upon receipt of the customer's signed Approval form. Other services such as printing, website uploading, etc either contracted on the clients behalf constitute a separate project and can be treated as a separate charge.
19. WEBSITE DESIGN ONLY
1. Once web design is complete, NETWISE will provide the customer with the opportunity to review the resulting work. NETWISE will make one set of minor changes at no extra cost within 14 days of the start of the review period. Minor changes include small textual changes and small adjustments to placement of items on the page. It does not include changes to images, colour schemes or any navigation features. Any minor changes can be notified to NETWISE by e-mail or fax and confirmed by post.
2. NETWISE will consider that the client has accepted the original draft, if no notification of changes is received in writing from the customer, within 14 days of the start of the review period.
20. DESIGN CREDITS
1. The customer also agrees to allow NETWISE to place websites and other designs, along with a link to the client's site on NETWISE’s own website for demonstration purposes and to use any designs in its own publicity.
21. SEARCH ENGINE OPTIMIZATION
1. Not all websites have the same ability to be tuned for web promotion purposes. Extensive use of flash, frames or active content all have an effect on a website's ability to achieve a high ranking on search engines.
2. For web promotion work the contract must run for a minimum of 12 months. The customer agrees to pay for the web promotion for the minimum agreed term shown.
3. For web promotion contracts, the agreement will automatically continue after the minimum agreement term, at the current prevailing prices unless at least 28 days before the anniversary date either party serves written notice on the other that this agreement shall not be renewed.
4. If the client modifies the website without prior agreement with NETWISE then we cannot take responsibility for the performance of the rankings and the contract would become null a void.
5. Due to the infinite number of considerations that search engines use when determining a site's ranking, NETWISE cannot guarantee any particular placement. Acceptance by any search engine cannot be guaranteed and when a site is accepted, the time it takes to appear in search results varies from one search engine to another. Rankings will also vary as new sites are added.
22. REVISIONS
1. NETWISE reserves the right to revise, amend, or modify these Terms and Conditions, and any of our other policies and agreements at any time and in any manner. Notice of any revision, amendment, or modification will be posted in accordance with our Terms and Conditions.
23. RIGHTS OF REFUSAL
1. NETWISE will not include in its designs, any text, images or other data which it deems to be immoral, offensive, obscene or illegal. All advertising material must conform to all standards laid down by all relevant advertising standards authorities. NETWISE also reserves the right to refuse to include submitted material without giving reason. Any images and/or data that NETWISE does include in all good faith, and then finds out that it contravenes these Terms and Conditions, the customer is obliged to allow NETWISE to remove the contravention without hindrance, or penalty. NETWISE is to be held in no way responsible for any such data being included.
24. CANCELLATION
1. Cancellation of projects may be made initially by telephone contact, or e-mail, however, following this, NETWISE will need formal notification in writing to the company's postal address. The client will then be invoiced for all work completed over and above the non-refundable deposit that will have been made at the time of first ordering. The balance of monies due must be paid within 30 days. Please note: any cancellation which is not formally confirmed in writing and received by NETWISE within 14 days of such instruction being issued, will be liable for the full quoted cost of the project.
25. DISCLAIMER
1. NETWISE makes no warranties of any kind, express or implied, for any and all products and/or services that it supplies. NETWISE will not be held responsible for any and all damages resulting from products and/or services it supplies. NETWISE is not responsible for any loss, or consequential loss of data, or non-delivery of products or services, of whatever cause. While we take reasonable steps to investigate the materials we recommend, we accept no responsibility for the performance or quality of materials or any consequential loss arising from their failure. The customer agrees not to hold NETWISE responsible for any such loss or damage. Any claim against NETWISE shall be limited to the relevant fee(s) paid by the customer.
2. NETWISE reserves the right to use the services of sub-contractors, agents and suppliers and any work, content, services and usage is bound by their Terms and Conditions. NETWISE will not knowingly perform any actions to contravene these and the client also agrees to be so bound.
26. GENERAL
1. These Terms and Conditions supercede any previous Terms and Conditions distributed in any form. NETWISE reserves the right to change any rates and any of the Terms and Conditions at any time and without prior notice.
27. APPLICABLE LAW
1. This Agreement shall be governed by and construed in accordance with Spanish law and you hereby submit to the non-exclusive jurisdiction of the Spanish courts.
28. HEADINGS
1. Headings are included in this Agreement for convenience only and shall not affect the construction or interpretation of this Agreement.
29. ACCEPTANCE OF PROPOSAL, QUOTATION AND TERMS AND CONDITIONS
1. The placement of an order for design and/or any other services offered by NETWISE and validated by the customer's signature on the proposal or quote, constitutes acceptance of the proposal or quote and agreement to comply fully with all the Terms and Conditions and forms a Contract for Business between the signatory and NETWISE.