version 4.ba 1st July 2008
1 .The Net101 service is operated by Net101 - henceforth referred to as "Net101".

2 . These terms and conditions apply to the creation by Net101 of any website and associated hosting and maintenance services or creation of 'other multimedia solutions' (as defined below) for a client - henceforth referred to as the "Client".

3 . These terms and conditions are intended to form a binding contract between Net101 and the Client, which should be interpreted only under UK and French law. Nothing in the following clauses overrides any rights that the Client has in law, other than where it is agreed in law that this is allowable.

Website creation.
4 . Upon receipt of confirmation of an order for a Net101 website, and an initial fee being paid (75% of quoted price) with order, Net101 undertake to do the following:

* If required, register (and pay for) a suitable website name such as yourbusiness.co.uk - which will be registered in the Client's name and for the Client's exclusive use with Nominet (the UK registration authority) or such other authority as is relevant. Please note that this forms a contract between the Client and (for example) Nominet. Nominet's terms are given on www.nominet.org.uk

*Design and create in timely fashion a website with an appropriate navigation system. Websites will be designed such that they are suitable for display at screen resolutions 800 by 600 and 1024 by 768 (or equivalent) in Internet Explorer, Netscape, Firefox and Opera web browsers (latest two versions), and running on PCs running Microsoft Windows 98 or later.

* Incorporate into the website such text and pictures as are supplied in suitable form (electronic format) by the Client. It is the Client's responsibility to ensure that they have the necessary copyright to use any images which they supply for use on their website, and the Client indemnifies Net101 against any action resulting from any failure on their part in this matter. NOTE. Where pictures are supplied by Net101 for a website then the Client has non-exclusive use of these images which may not be used other than on the website.

* Provide, if required, a standard end-user enquiry form that will allow website users to contact the email address nominated by the Client to Net101.

* Provide an initial hosting service without charge so that the Client can view their draft site.

5 . The Net101 logo and associated Net101 copyright notice must remain on the menu area or the bottom right/left of the designed site.

Website acceptance, ownership and cancellation
6 . When Net101 believe that they have completed a satisfactory design for the Client's website, the Client will be shown the design and asked to approve it. If the Client approves the site, or does so after subsequent agreed changes, then the website will be deemed to be accepted. The site will only be put fully live on the internet under the Client's website name once Client acceptance has been received and the final agreed design payment (remaining 25% of agreed price) has been made. The date when the website is put fully live under the Client's website name is the 'go-live' date.

7 . Net101 reserve the right to cancel this contract at any time without explanation or compensation, returning all materials supplied and returning any fees paid (less expenses directly incurred in registration of a website name for the Client).

8 . Ownership of the website remains with Net101 until Client acceptance has been received. Thereafter Net101 grants the Client non-exclusive use of design features and material not originally supplied by the Client. This use is limited to the single Internet site created by Net101 under this contract, and comprises solely the htm and asp pages created, or their equivalents, and Macromedia Flash .swf files if relevant.

Website maintenance
9 . Client MAINTAINING OWN WEBSITE . In this case the Client will be provided with logon details and password, using whichever software package they choose. No additional charges are made. Any page which has been amended directly by a Client becomes the Client's own responsibility including the provision of backups. Net101 will, at their sole discretion, offer reasonable assistance in resolving issues that arise.

10 . Net101 MAINTAINING WEBSITE - MINOR EDITS . Net101 will, at no charge, make minor edits on request to an existing website created and hosted by Net101. A minor edit is one of the following: a change to or addition of a telephone/fax number, email address or postal address, a correction of a spelling mistake or other 'typo', a change to opening times or equivalent features, a change to prices (limited to 20 products, thereafter chargeable)

11 . Net101 MAINTAINING WEBSITE - MAJOR EDITS . If the Client requests changes to an existing website which fall outside of the 'minor edits' defined above, Net101 will be entitled to raise a pre-agreed charge (currently £26.31 per hour) on a per occasion basis (which covers all changes made at one time), to be paid in advance. Net101 reserve the right to judge whether the scope of such a potential edit has been exceeded and actually contitutes a major site redesign.

Website hosting
12 . Clients should note that Net101 use only one hosting service, and reserve the right to change the hosting service used at will so as to provide the most reliable and cost-effective service possible.

13 . The annual hosting fee is designed to be suitable for typical small business use. It is not suitable for any site which makes heavy use of bandwidth through use of multimedia or otherwise, or which attracts a mass market audience. Net101 therefore reserves the right to immediately withdraw from, or renegotiate hosting services with, any Client whose use of bandwidth or storage space is deemed by Net101 as inappropriate to the basic Net101 hosting service.

14 . Net101 does not allow its hosting facilities to be used for illegal, immoral or distasteful websites. The Client agrees that any content introduced to the site may be inspected by Net101 staff without hindrance and notes that hosting may be withdrawn without notice if such content is found.

15 . Where Net101 host a domain name, email services are provided as follows unless otherwise agreed:
*up to 5 POP email addresses;
*email forwarding as required.
*maximum email storage of 50Mbytes
*maximum individual email attachment size of approx 5MBytes

Other Multimedia Solutions
16 . Where Net101 are asked to create 'other multimedia solutions' (for example, CD delivered multimedia) then a bespoke price will be agreed, with an advance payment of 50% of the production cost due in advance, 40% on delivery of an agreed final version, and 10% two weeks thereafter.

17 . The provisions made elsewhere in this document with regard to creation, maintenance, copyright, ownership and liabilities apply equally to 'other multimedia solutions', though interpreted so as to be relevant to the characteristics of 'other multimedia solutions'.

Limitations of liability
18 . Where Clients use a third party product or service (e.g. Macromedia Contribute for website editing or PayPal/Worldpay for e-commerce) then their relationship is exclusively with the supplier of that product. Though Net101 may introduce these products and services, it is entirely up to the Client to inform themselves both as to benefits and risks and to correct usage.

19 . The Client should note that the internet is operated by many companies not under Net101 control, and that it is therefore not possible for Net101 to guarantee quality of service beyond using reasonable endeavours to solve Client issues.

20 . Net101 can in no circumstances be liable for any consequential loss on the part of the Client howsoever caused.

21 . The Net101 liability to compensate any Client for any failure on its part shall be limited to 1.5 times the fees paid to Net101 by the Client during the previous 12 months in connection with the relevant Net101 service provided.

22 . Net101 shall not be liable for any failure to register or renew any website name (domain name) as requested by the Client, or for any delay in so doing which results in the loss of the domain name. Clients are advised that registration is ultimately their responsibility and that they can check status of any domain name through www.nominet.org.uk or via www.joker.com as appropriate.

23 . Net101 shall not be liable for the loss or delay of any email directed to or from an email address supplied under the Net101 service. Clients are advised that it is their responsibility to perform regular checks that their Net101 email is fully operational.

24 . Net101 shall not be liable for breaks in service or availability of the Client's website, except insofar as it will extend the hosting period paid for proportionately to any such break in service.

25 . Net101 shall not be liable for the misuse of data of any kind associated with the website and obtained in a fraudulent or illicit manner by third parties.

26. Net101 shall at it's discretion charge a 'changeover' fee should the client decide to reissue control over the domain. The fee being approx one third of the estimated annual charges of site updates and maintenance.

27 These terms constitute the entire agreement between Net101 and the Client, notwithstanding any previous agreement be it written or oral or in any other form. Heading are indicative only, and should not be used to further define any clause. Any variation to these terms are valid only if agreed in writing and signed by a Director of Net101.

SEO Terms

Our standard terms and conditions regarding optimisation are detaild below.

By placing an order with Net101, you confirm that you are in agreement with and bound by the terms and conditions below.

Definitions:

The Client: The company or individual requesting the services of Net101.

Net101: Primary designer/site owner & employees or affiliates.

General

Net101 will carry out work only where an agreement is provided either by email, telephone, mail or fax. Net101 will carry out work only for clients who are 18 years of age or above. An 'order' is deemed to be a written or verbal contract between Net101and the client, this includes telephone and email agreements.

Website Design and Optimisation

The client has not employed the services of another search engine optimisation or promotion company to work on the web site at the same time or previously.

The client has not employed the services of a search engine submission company during the same period or previously.

The client has not created any duplicate sites, redirects or doorway pages. If duplicate sites have been previously published, the client must inform Net101 before work commences allowing appropriate recommendations to be carried out.

The client has not requested or exchanged links with link farms or undertaken any spamming techniques which may harm the web site's ranking with Google. No link exchanges must take place without prior consultation from Net101.

Net101 can not guarantee results, however will guarantee that we will perform Search Engine Optimisation (SEO) to the best of our ability, always working within the parameters and rules of the Search Engines. Unless otherwise agreed, Net101 will provide each client with search engine ranking reports on a monthly basis. Search engine ranking reports will be based on four major search engines; Google.com / Google.co.uk / Yahoo and MSN unless agreed by Net101. (Or the site is multilingual or hosted in Europe where we will provide search engine ranking reports on the appropriate search engine.)

Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms and other competitive factors, it is not possible to give a 100% guarantee for any specific result on any search engine, nor can we quantify the level of increased traffic or return on investment, as a result of the SEO campaign.

Both on-page and off-page SEO techniques will require FTP access to the website. Prior to embarking on the SEO campaign, it must be agreed that Net101 is granted access the site to implement changes, alternatively agreeable with the client that they will take responsibility for making the required changes/updates on request and within a reasonable timescale.

The client must inform Net101 prior to making any changes to the website, failure to do so will result in the SEO becoming invalid and the possibility of Net101 to re-start the SEO involving extra costs to the client.

If a client of Net101 decides to terminate the SEO services rendered by Net101 it is possible that Net101 will undertake a business the same or similar to the clients.

It is vital to the success of your SEO campaign that your website is hosted on a reliable server which should be UK based. Alternatively if your SEO strategy is targeting a European audience, it is preferable that your website is hosted on a server in the country of origin / interest.

Disclaimer:

As search engines change their ranking algorithms on a regular basis, no guarantee can be given as to how long a site will retain its ranking unless a maintenance contract is set up with Net101. Additionally, new sites and potentially competitor web sites are being optimised and submitted every day. The best way to ensure that you maintain your rankings, once achieved, is to arrange a maintenance contract with Net101.

Whilst every endeavor will be made to ensure that the website and any scripts or programs are free of errors, Net101 cannot accept responsibility for any losses incurred due to malfunction, the website or any part of it.

The website, graphics and any programming code remain the property of Net101 until all outstanding accounts are paid in full.

Any scripts, cgi applications, php scripts, or software (unless specifically agreed) written by Net101 remain the copyright of Net101 and may only be commercially reproduced or resold with the permission of Net101.

Net101 cannot take responsibility for any copyright infringements caused by materials submitted by the client. We reserve the right to refuse any material of a copyrighted nature unless adequate proof is given of permission to use such material.

Any additions to the brief will be carried out at the discretion of Net101 and where no charge is made by Net101 for such additions, Net101 accept no responsibility to ensure such additions are error free and reserve the right to charge an according amount for any correction to these or further additions.

The client agrees to make available as soon as is reasonably possible to Net101 all materials required to complete the site to the agreed standard and within the set deadline.

Net101 will not be liable for costs incurred, compensation or loss of earnings due to the failure to meet agreed deadlines.

Net101 will not be liable or become involved in any disputes between the site owner and their clients and cannot be held responsible for any wrongdoing on the part of a site owner.

Net101 will not be liable for any costs incurred, compensation or loss of earnings due to the work carried out on behalf of the client or any of the clients appointed agents.

Net101 will not be liable for any costs incurred, compensation or loss of earnings due to the unavailability of the site, its servers, software or any material provided by its agents.

Once a website has been designed and completed the final balance of payment is then due in accordance with our payment terms. There are no exceptions to this, i.e If the client decides they no longer want the site, as they have commissioned the work and paid a deposit they are still obliged to pay for the work that has been done. Non payment will result in legal action being taken if necessary.

Disclaimers and limitations on liability

1. Net101 shall not be responsible for URLs dropped or excluded by a search engine for any reason.

2. Net101 shall not be responsible for delays or failure of performance resulting from Internet Service Provider delivery problems or failure, or any communication or delivery problems associated with Client's receipt of the Account Service data. Net101 shall not be responsible for acts or causes beyond their control, including but not limited to: acts of God, strikes, lockouts, communications line or equipment failures, power failures, earthquakes, or other disasters.

3. Net101 do not represent or warrant that Customers' URLs will achieve a favourable position, or any position, within a particular search engine.

4. Net101 do not warrant or represent that the use or the results of the use of the materials available through the Net101 Services or from third parties will be correct, accurate, timely, reliable or otherwise.

5. You expressly agree that use of the Net101 Services provided hereunder is at your sole risk. These Services are provided on an "as is" and "as available" basis. Net101 expressly disclaim all warranties of any kind, express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose or non-infringement.

6. Notwithstanding the security precautions taken against disclosure of information, there are certain conditions that exist on the Internet generally which are outside Net101' control and could result in a breach of security. Accordingly, Net101 cannot guarantee that Your Account Service data information will be free from corruption or piracy. You hereby expressly waive any claim against Net101 arising out of the loss of data through corruption, piracy, breach of security or for any other reason that is not based on intentional or grossly negligent actions of Net101.

7. To the maximum extent allowed by law, Net101 and any of their parents, members, subsidiaries, affiliates, service providers, licensors, officers, directors or employees shall not be liable for any direct, indirect, special, incidental or consequential damages (no matter how they arose, including negligence), or for interrupted communications, lost data or lost profits, arising out of or in connection with the Services provided hereunder. Further, Net101 will not have any liability for any losses arising because the Net101 Services are not operational or accessible. This section does not limit liability for bodily injury of a person.

Database, Application and E-Commerce Development

Net101 cannot take responsibility for any losses incurred by the use of any software created for the client. Whilst every care has been taken to ensure products are problem free and accurate, the ultimate responsibility lies with the client in ensuring that all software is functioning correctly before use.

Any scripts, cgi applications or software (unless specifically agreed) written by Net101 remain the copyright of Net101and may only be commercially reproduced or resold with the permission of Net101.

Where applications or sites are developed on servers not recommended by Net101, the client is expected to provide or seek any information, additional software, support or co-operation pertaining to the server required in order for the application to be correctly developed. Where large applications are to be developed, it is the client's responsibility to provide a suitable testing environment, which is identical to the final production environment.

The client is expected to test fully any application or programming relating to a site developed by Net101 before being made generally available for use. Where "bugs", errors or other issues are found after the site is live, Net101 will endeavour (but is not obliged to) to correct these issues to meet the standards of function outlined in the brief

Compatibility

Net101 will endeavour to ensure that any developed/designed site or application will function correctly on the server it is initially installed in and that it will function correctly when viewed with the web browsing software Microsoft Internet Explorer Version 6 and to an acceptable level with Mozilla browsers. Net101 can offer no guarantees of correct function with all browser software.

Website Hosting

Whilst Net101 recommends hosting companies to host websites, no guarantees can be made as to the availability or interruption of this service by Net101 cannot accept liability for losses caused by the unavailability, malfunction or interruption of this service, or for loss of turnover, sales, revenue, profits or indirect, consequential or special loss.

Net101 reserve the right to refuse to handle in any way, material, which may be deemed offensive, illegal or in any way controversial, and also to terminate the free hosting service should the necessity arise.

Quotations/Devis

Any quote or 'Devi' offered to a customer is valid for 30 days, thereafter the Quote/Devi may be subject to revision and or change.

Payment of Accounts

A deposit is required from any new client before any work is carried out. It is the Net101 policy that any outstanding accounts for work carried out by Net101 or its affiliates are required to be paid in full, no later than 30 days from the date of the invoice unless by prior arrangement with Net101.

Once a deposit is paid and work completed you are obliged to pay the balance of payment in full. We will contact clients via email and telephone to remind them of such payments if they are not received when due.

If accounts are not settled or Net101 have not been contacted regarding the delay, access to the related website may be denied and web pages removed, we will then pass such cases to the Small Claims Court to pursue payment, non payment can result in county court judgements (ccj's) being added to the clients credit rating.

Following consistent non payment of an invoice our Solicitors will contact the client in question, with a view to taking the matter further and if need be to seek payment through legal procedures, and if necessary court summons.

Complaints Procedure

Anyone who experiences a problem with the web service provided by Net101 should raise the matter directly using our online contact form to do so, giving sufficient information to locate the material (such as an url) and clearly outlining the grounds for complaint.

END of version 4.ba