Terms & Conditions
1.0 Standard Terms & Conditions
The terms set out herein apply to the supply by Network Intellect Ltd of services to the Client and form part of the agreement between Network Intellect Ltd and the Client relating to such supply, unless overridden by agreement between Network Intellect Ltd and the Client. The client warrants that they are able to enter into this agreement and perform the obligations set out herein. Network Intellect Ltd cannot warrant that the hardware or software (Technology) utilised will be free from fault or error but shall use all reasonable endeavours to rectify any fault or errors as soon as possible following detection. The client acknowledges that Network Intellect Ltd reserves the right, from time to time, in Network Intellect’s sole discretion, to amend the Standard Terms & Conditions, and that these will be updated at https://networkintellect.com/terms-conditions/ and the client agrees to these terms.
1) Fee rates are as quoted in the Network Intellect Ltd Development & Design Fee Rate Schedule, as outlined below and as revised from time to time. Rates are applicable to grades as shown and are based on a normal working week. Rates quoted are for the United Kingdom only and exclude expenses and VAT.
2) Alterations to stages once they have been signed-off and finalised will be chargeable.
3) Invoices for fees and expenses are sent out monthly, in arrears, and/or on commencement and completion of the project, campaign, service and/or development, for settlement within the stated terms within the contract. Network Intellect Ltd may apply a finance charge on unpaid balances at an interest rate of 4.00% above the Bank of England base rate, from time to time on any outstanding invoiced sum not paid when due, in line with UK and EEC Legislation. See www.payontime.co.uk for details.
This charge will apply to the due balance for the number of days from the invoice pay date until payment in full is received.
All costs paid by Supplier on behalf of Customer for agreed projects, campaigns, services and/or development must be paid in full without exception and the Customer indemnifies the Supplier against any costs paid on their behalf for the agreed projects, services and/or development. All invoices rendered by the Supplier are payable within fourteen (14) days from the date of invoice, unless stated otherwise in the terms of the contract or invoice. The Customer agrees to pay the Supplier in full within this period. Any invoice queries need to be made in writing within fourteen (14) days from the date of invoice.
All Software licensing for Network Intellect Ltd products and services are paid for in instalments. Unless stated otherwise, 50% on acceptance of the order with the remaining instalments paid at agreed intervals to completion of the order; and monthly, quarterly and annually in advance where applicable. Maintenance and Support is billed separately. (Network Intellect Ltd reserve the right to change the payments terms from time to time)
4) Maintenance & Support is provided quarterly on a calendar quarter basis (i.e. January to March, April to June, July to September, October to December) with a defined level of hours per calendar quarter, with the minimum being six hours per calendar quarter. Payment is per calendar quarter, with quarterly payments to be invoiced and paid quarterly in advance by standing order on the 1st of the quarter. Maintenance & Support is for the specified hours of work only, with any additional hours required billed at the standard hourly rates outlined in the below Development & Design Fee Rate Schedule. Any unused hours at the end of the calendar quarter are non-transferable and will not be carried over.
Maintenance & Support provides the Client/Customer with the technical help required to maintain and the help/support to utilise the technical systems, software, websites etc.
Support is defined as being telephone or email consultation. Support is normally available between the hours of 09.00 and 17.30 GMT, Monday to Friday. Not including bank holidays or public holidays. Maintenance and Support is for the specified hours and is for general technical maintenance, updates and bug fixing issues preventing the technical system from functioning correctly. Additions may be required based on the specific technical system, website, server, code, security etc updates and will be itemised and billed on a time and materials basis. The maintenance and support does not include user training and feature development. Contact for support is to be via TEL: +44(0)844 543 0980 and by submitting a ticket via the online form located at https://networkintellect.com/helpdesk/. Network Intellect Ltd acknowledgement of support enquiries to be within 1-3 working days of receipt of contact. Work on the technical issues or support will normally begin within 5 working days, but normally before, dependent upon the schedule/priority/complexity. High priority issues will be resolved in a timely manner and as soon as feasible.
5) Network Intellect Ltd will arrange hosting environment based on the sites architecture/custom modules and only provide hosting with one of our preferred partners who will provide enterprise quality webhosting. Our recommended hosts all carry out planned upgrades to their servers, so hardware and web server software will be updated as appropriate.
Hosting Fees to be invoiced and paid yearly in advance, non refundable. The network is normally up 99% of the time during any 12-month period, excluding scheduled maintenance.
Scheduled maintenance is any scheduled interruption of services for the purpose of network upgrades, or replacement of any equipment in order to provide a better service. Website speed is dependent upon website size, bandwidth and database requirements etc, as such additional hosting fees may be applicable to maintain performance.
Network Intellect Ltd and/or the hosting partners cannot be held responsible for upstream problems outside of their network and areas where they have no direct influence, such as backbone provider failures, fibre-optic main line cuts, DNS or Registrar problems with domain names, routing problems between clients’ location and their data centres. The uptime is also not applicable if the service interruption was caused by any natural or unnatural events that the hosting partner cannot directly influence.
The 99% network uptime does not refer to problems stemming from, Server Hardware Breakdown; User error(s) or purposeful interruption(s) (e.g. server shut down); Failures due to software that is not explicitly supported. If a hardware crash provoked by the customer happens, the hosting partner has no responsibility for the resulting downtime.
6) Network Intellect Ltd assigns personnel on the basis of the Client’s requirements, as notified to Network Intellect Ltd. The personnel supplied by Network Intellect Ltd will use due care and skill in accordance with their levels of experience and qualification while carrying out their duties for the Client. The only warranties given by Network Intellect Ltd are those that are expressly stated in these Standard Terms. Any other warranties or conditions implied by law or otherwise are excluded to the extent permitted by law.
7) All campaign accounts, campaign builds, structures and formats (including creatives, ad-texts, titles, descriptions, ad-groups, keywords, bids etc) remain the sole property of Network Intellect Ltd.
8) Except in relation to any claim for death or personal injury arising from the negligence of Network Intellect Ltd, the liability of Network Intellect Ltd to the Client in connection with the supply of its services in any one year, shall be limited to the total fees payable by the Client to Network Intellect Ltd for the supply of such services during that year, reduced pro rata for periods of less than a year (and “year” means the year starting on the date when the services were made available to the Client, and subsequent years starting on anniversaries of that date).
9) The Client shall not be entitled to any compensation for any claim against Network Intellect Ltd (save for any claim for death or personal injury arising from the negligence of Network Intellect Ltd) unless the claim was made:
9.1) Within 7 days of the Client having become aware of the reason for the claim.
10) Neither the Client nor Network Intellect Ltd shall be liable to the other party for loss (whether direct or indirect) of profits, business or anticipated savings or for any indirect or consequential loss (including without limitation, loss of programs and data).
11) If any part or provision of these Standard Terms is prohibited or rendered invalid or unenforceable by any law or rule, such part or provision shall be of no further force, but this shall not affect the validity or enforceability of any other part or provision of these Standard Terms.
12) Neither party shall be liable for failing to fulfil its obligations to the other to this extent that this results from any cause beyond its reasonable control. The party affected shall notify the other party in writing of the circumstances as soon as reasonably possible after they have occurred and obtain receipt of such notification.
13) The Client shall not be granted FTP / SSH / Admin access to the webserver/website, to maintain security, data integrity and Network Intellect’s intellectual property.
14) Should the Client recruit a Network Intellect Ltd employee who has worked on behalf of Network Intellect Ltd for the Client within two years of the employee working for the Client, the Client will forthwith pay to Network Intellect Ltd twelve weeks’ fees as a recruitment charge at the rate being the full rate schedule (as outlined in the Development & Design Fee Rate Schedule) of the employee charged by Network Intellect Ltd to the Client for the said employee (‘recruit’ means hire or engage permanently, on direct or indirect contract, or on any basis whatsoever).
15) Copyright and other intellectual property rights in all work carried out on the Client’s behalf shall be the property of Network Intellect Ltd, including copyright and other intellectual property rights in both original and amended systems, programs and specifications.
16) If the Client identifies any information as confidential when disclosing it to the personnel supplied by Network Intellect Ltd, such personnel shall not, without the Client’s agreement, disclose such information to any person except to the extent necessary to enable the personnel to perform their services for the Client. Information which is publicly available or available from sources other than the Client or Network Intellect Ltd (except due to breach of this term) shall not be treated as confidential.
17) Termination. If not outlined in the agreement or those authorised on a case by case basis by specific Campaign/Project Orders and/or Agreements, either party may terminate the Agreement by giving a minimum of Three (3) Full Calendar Months written notice to the other party; after the specified and/or minimum initial period (the standard initial period is Twelve Calendar Months); and obtain receipt of such notification. In the event of termination notice, the Supplier will complete any work authorised up to the point of receipt of termination, but will not accept any further work. All monies unpaid and due by the Customer for the term duration; in accordance with the Agreement; will immediately become due and payable upon receipt.
18) Self Promotion. Network Intellect Ltd has the right to feature any work in its marketing and/or promotional material, i.e. website, brochure, press releases etc. without prior permission from the client; and to have a Network Intellect hyperlink in the footer of the home page with any website project.
19) Assignment. Network Intellect Ltd reserves the right to assign the rights and liabilities of Client Campaign/Project Orders and/or Agreements to Third Parties upon providing notice.
20) Acceptable Use Policy. In exceptional circumstances, Network Intellect Ltd may cancel or suspend the running of the Client’s website and/or service. Exceptional circumstances include, but are not limited to, the submission to Network Intellect Ltd of false or misleading information by the Client in an application for registration of a domain name; breach of this contract by the Client; situations where registration or the hosting/running of the website would, in Network Intellect Ltd’s opinion, put Network Intellect Ltd in breach of statutory or regulatory obligations or the terms of any court order; or where continued registration, hosting or operation of a particular domain name would conflict with Network Intellect Ltd’s policies on registration and use of domain names in the register of domain names which is in force at that time. The client indemnifies Network Intellect Ltd from any claims arising from the clients site content.
The Client understands that failure to supply true and correct data may result in Network Intellect Ltd cancelling or suspending the running of the website and/or service without notice. If the Client does not pay the fees for the ongoing running of the website and/or service (including but not limited to service fees, cms fees, license fees, web development fees, web hosting fees, domain registration fees, maintenance and support fees, site authentication fees, marketing services whether through Network Intellect Ltd or its associated companies) within the payment terms agreed and/or as specified on the company’s invoice, Network Intellect Ltd will be entitled to cancel or suspend the running of the website and/or service without further notice to the Client. If a website and/or service is taken offline for the non-payment of fees, it may be re-instated at a later date in the event of full payment of the invoice including any additional necessary costs associated with the collection of the outstanding amount.
1.1 Development & Design Fee Rate Schedule
Fee Rate Schedule – 2019/2020
The Client agrees to pay Network Intellect Ltd for supplementary work and reasonable out-of-pocket expenses for providing the services as outlined below, unless an alternative fee arrangement has been agreed by Network Intellect Ltd.
All time, including travel hours, spent on the project by professional, technical, and other personnel will be billed. (Travel time is billed at half-hourly fees, place to place.)
The following approximate ranges of hourly and daily rates for various personnel will come into effect from the 1st April 2019 and assume a 7.5 hours standard day. Standard working hours are from 09.00 – 17.30 GMT Monday to Friday and exclude public holidays.
Rate’s of Personnel:
|Director, e-Business Consultancy||
|Project Manager, Developer||
|Account Manager, Designer||
Hourly rates will be adjusted annually to reflect changes in the cost-of-living index as published. If overtime for personnel is required, the premium differential figured at time and one-half of their regular hourly rate is charged at direct cost to the project, campaign, service and/or development. Unless otherwise stated, any cost estimate presented in a proposal is for budgetary purposes only, and is not a fixed price. All prices are subject to VAT, currently @ 20.00%, to be adjusted at invoice in line with government directives.
a) Travel expenses necessary for the execution of the project, including rail, taxi, bus, air, rental vehicles, highway mileage in company or personal vehicles, which will be charged at 45 pence per mile.
The following expenses will be billed at direct cost:
b) Accommodations, all meals at cost.
c) Postage and shipping/courier services. (if applicable)
d) In-house printing and reproduction. (if applicable)