Terms and Conditions
In this document the following words shall have the following meanings:
1.1 "Agreement" means these Terms and Conditions together with the terms of any applicable Service Specification;
1.2 "Client" means the organisation or person who purchases services from Neoteric UK;
1.3 "Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.4 "Service Specification" means a statement of work, quotation or other similar document describing the services to be provided by Neoteric UK;
1.5 "Neoteric UK" means supplier; Neoteric UK Limited, Second Floor, Enterprise House, Salter Street, Preston, PR1 1NT. Registered in England Company No. 5131962.
1.6 A person who is not a party to a Contract has no rights under the Contract (Rights of Third Parties) Act 1999 to enforce any Term of these Terms and Conditions.
2.1 These Terms and Conditions shall apply to all contracts for the supply of services by Neoteric UK to the Client.
2.2 Before the commencement of the services Neoteric UK shall submit to the Client a Service Specification which shall specify the services to be performed and the fees payable. The Client shall notify Neoteric UK immediately if the Client does not agree with the contents of the Service Specification. All Service Specifications shall be subject to these Terms and Conditions.
2.3 Neoteric UK shall use all reasonable endeavours to complete the services within estimated time frames but time shall not be of the essence in the performance of any services.
3.1 The fees for the performance of the services are as set out in the Service Specification. Neoteric UK shall invoice the Client for the services.
3.2 Invoiced amounts shall be due and payable within 7 days of receipt of invoice. The Neoteric UK shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 5% per annum above the base rate of the Bank of England. In the event that the Client's procedures require that an invoice be submitted against a purchase order to payment, the Client shall be responsible for issuing such purchase order before the services are rendered.
3.3 Neoteric UK charges full fees upfront on projects, unless where it has been agreed at the time of purchase. Agreement on Split payments or in other words, payments in phases is only allowed on a signed document and not via verbal or email communication with a member of staff. Any changes to existing split payment agreements, must also be carried out on signed document and submitted to Neoteric UK accounts team for it to be effective.
3.4 Neoteric UK Ltd reserves the right to suspend / cancel your services if the account is not cleared within 7 working days of sign up. If you are a private Individual with more than 1 project, Neoteric UK reserves the right to suspend any / all services until the account is settled.
3.5 Neoteric UK VAT registration GB 844597779.
4.1 To enable Neoteric UK to perform its obligations under this Agreement the Client shall:
4.1.a co-operate with Neoteric UK;
4.1.b provide Neoteric UK with any information reasonably required by Neoteric UK;
4.1.c obtain all necessary permissions and consents which may be required before the commencement of the services; and
4.1.d comply with such other requirements as may be set out in the Service Specification or otherwise agreed between the parties.
4.2 The Client shall be liable to compensate Neoteric UK for any expenses incurred by Neoteric UK as a result of the Client's failure to comply with Clause 4.1.
4.3 Without prejudice to any other rights to which Neoteric UK may be entitled, in the event that the Client unlawfully terminates or cancels the services agreed to in the Service Specification, the Client shall be required to pay to Neoteric UK as agreed damages and not as a penalty the full amount of any third party costs to which Neoteric UK has committed and in respect of cancellations on less than five working days' written notice the full amount of the services contracted for as set out in the Service Specification, and the Client agrees this is a genuine pre-estimate of the Neoteric UK's losses in such a case. For the avoidance of doubt, the Client's failure to comply with any obligations under Clause 4.1 shall be deemed to be a cancellation of the services and subject to the payment of the damages set out in this Clause.
4.4 In the event that the Client or any third party, not being a sub-contractor of the Neoteric UK, shall omit or commit anything which prevents or delays Neoteric UK from undertaking or complying with any of its obligations under this Agreement, then the Neoteric UK shall notify the Client as soon as possible and:
4.4.a Neoteric UK shall have no liability in respect of any delay to the completion of any project;
4.4.b if applicable, the timetable for the project will be modified accordingly;
4.4.c Neoteric UK shall notify the Client at the same time if it intends to make any claim for additional costs.
5.1 The parties may at any time mutually agree upon and execute new Service Specifications. Any alterations in the scope of services to be provided under this Agreement shall be set out in the Service Specification, which shall reflect the changed services and fees and any other terms agreed between the parties.
5.2 The Client may at any time request alterations to the Service Specification by notice in writing to Neoteric UK. On receipt of the request for alterations Neoteric UK shall, within 5 working days or such other period as may be agreed between the parties, advise the Client by notice in writing of the effect of such alterations, if any, on the fees and any other terms already agreed between the parties.
5.3 Where Neoteric UK gives written notice to the Client agreeing to perform any alterations on terms different to those already agreed between the parties, the Client shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise Neoteric UK by notice in writing whether or not it wishes the alterations to proceed.
5.4 Where Neoteric UK gives written notice to the Client agreeing to perform alterations on terms different to those already agreed between the parties, and the Client confirms in writing that it wishes the alterations to proceed on those terms, the Service Specification shall be amended to reflect such alterations and thereafter Neoteric UK shall perform this Agreement upon the basis of such amended terms.
6.1 The client agrees that all domain names carry a minimum of twenty-four months contractual bond on payment of fees, agreed by both parties
6.2 The client agrees that all domain names are registered under the property of Neoteric UK until all contractual fees have been paid in full.
6.3 The client acknowledges that the registration of the domain name will be dependent on the terms and conditions of various naming authorities/registration agents. Neoteric UK use the following and can be found at the following URL's:-
6.3.a For .uk.co domains: http://www.netregistrar.net/html/terms.php
6.3.b For international TLD's (.org, .com, .net): http://www.opensrs.org/terms.php
6.3.c For UK TLD's (.co.uk): http://www.nic.uk/ref/terms.php
6.4 The client agrees that Neoteric UK are not held accountable for errors made on the part of the naming authorities/registration agents.
6.5 Neoteric UK guarantee that should the naming authorities/registration agents alter, the clients will be notified immediately via Neoteric UK's website: http://www.neo-esolutions.com/terms.php
6.6 The client acknowledges that s(he) cannot cancel any domain names once registered. On completion of payment, ownership of the domain names will be granted to the client.
6.7 The client understands that on completion of the contract, there is a pointing fee paid annually. If this fee, or any other fees are not received by Neoteric UK, the client understands that they have a 72 hour deadline before the deletion of the domain name.
6.8 Should the domain name become ineffective, the client agrees that Neoteric UK shall not be held responsible for the registration. However, in the event of the domain name becoming unavailable during the registration and authorisation period, Neoteric UK will propose a new domain name for registration. The new domain name will not affect the present contractual agreements made and the client agrees that s(he) is still subject to the same fees and charges.
6.9 The client understands that Neoteric UK has the right to cancel/suspend any domain names in the event of any legal issues or disputes.
7.1 Neoteric UK assures the client that the best effort will be made to renew all domain names automatically after the twenty-four month registration period, however the client acknowledges that Neoteric UK will not be held accountable for the failure to do so.
7.2 The client agrees that prior to the renewal of any domain names, the annual renewal fee will be made payable to Neoteric UK.
7.3 The client understands that s(he) will be informed about the renewal date.
7.4 The client agrees that neglect to pay any annual or outstanding fees will defer the registration/renewal of any domain names. This action will not yield any refunds.
7.5 The client agrees that they are to provide 30 days notice before the cancellation of any domain names. Neglect to provide this will result in the continuous renewal process of the domain registration and consequent payment.
7.6 The client understands that Neoteric UK are not responsible for any materials lost due to clients neglect to pay renewal domain registration.
7.7 As stated in clause 6.8, should the domain become ineffective, Neoteric UK shall provide and register a new domain name, with no refunds given.
7.8 Clients may transfer any domain names to a different ISP if they have provided at least a months notice before the next renewal payment and if their account has been settled. The client agrees that neglect to provide this notice will result in the payment of the renewal fee and release fee specified on Neoteric UK's price list.
8.1 The client acknowledges that should they request Neoteric UK to host an existing domain name, they are fully responsible for the transfer to the server on the day or after the start of any agreements made are responsible for any fees paid to other parties involved in connection to the transfer. In order to affect the transfer the client shall request his/her existing ISP or any other relevant third party:-
8.1a in the case of UK TLD's to modify the IPS Tag as required by Neoteric UK
8.1b in the case of international TLD's to replace the name servers, admin, technical and billing contact with the relevant details received from Neoteric UK.
8.2 Once the agreement has been cancelled or terminated, the client has the right to transfer any domain names to a third party server. The transfer is dependent on a transfer form being completed and all fees being paid in full in accordance to the Price List. All domain names cannot be permitted transfer if requested within 60 days of the renewal date of the domain names.
8.3 The client acknowledges that Neoteric UK will not be held accountable for any obstructions in the transfer and that all fees should be paid according to the agreement signed.
8.4 The client acknowledges that Neoteric UK has the capability to hinder the release of any domain names, should the client be in breach of any agreements or payments, or if the initial period has not yet expired.
8.5 The client agrees that they are fully responsible for the transfer of the website. Neoteric UK will not be held accountable for the transfer of any existing sites hosted within the appropriate domain names.
8.6 The client acknowledges that there may be a release fee or full payment of contract when submitting transfer request form. This is sometimes demanded by an ISP and is not the responsibility of Neoteric UK.
8.7 The client agrees that should an ISP deny the release of a domain name, Neoteric UK are not held accountable and are not permitted to interfere with the ordeal. Should Neoteric UK choose to intervene, the client understands that there will be a domain name handling fee listed in the Price List. This fee is not refundable should the transfer still be unsuccessful.
8.8 The client agrees that services affected by the unsuccessful transfer will not be refunded. Should this occur, Neoteric UK will offer a .co.uk domain name to replace the unsuccessful transfer of the previous domain name.
8.9 Domain name transfers, occurring within 2 months of the renewal date, will take longer than initial transfer requests.
8.10 All transferred domain names will be registered to Neoteric UK until all agreed fees have been paid in full. The domain name may be transferred by the client once all contractual fees and duties have been completed.
9.1 Neoteric UK shall upon receiving payment as agreed between both the client and Neoteric UK
9.1a provide a service for the relevant packages stated below:
- nTrade -Ecommerce
- nWeb - Bespoke,Static and Dynamic package
- nAffiliates –Marketing programme
- nMarketing - Neo Marketing (SEO package) and Managed Pay Per Click package
- nMall – Neoteric UK's shopping directory
- nReservations - Hotel Booking Engine
- mini - Site
The services listed above are subject to the Client providing the relevant content in order to complete service specification. If the client fails to provide Neoteric UK with any information for the completion of any of these services then Neoteric UK hold the right to void all services with no refunds issued.
10.1 Neoteric UK supply a Telephone and email based Customer Support that are readily available to offer aid to the client with regards to the Hosting, Support and maintenance service. The opening times are Monday to Friday, 9.00 – 17.00.
10.2 Maintenance does not include any design or feature changes, maintenance only covers bug/error fixing and daily backups. Neoteric UK will not fix any bugs or errors which where not done as a result of Neoteric UK. Restoration is a chargeable service if client requests them, please contact your sales manager for information with any charges. Maintenance services are part of hosting package and if for whatever reason hosting was cancelled and client moved the site to another company server, Neoteric UK will not be able to help client set up or maintain the website.
10.3 The client agrees that both the hosting and maintenance fees carry a 12 month contractual bond. Should the client wish to cancel this service, all fees will still be paid up until the 12th month. The monthly hosting will begin when the site goes live or after the 3rd month from date of sign up.
10.4 The client should provide 30 days written notice prior to the renewal of hosting services if wishing to cancel, if not received then Neoteric UK will automatically renew the service without any notice and charge the client the new fees accordingly.
10.5 nRetail terms and services replace all existing terms for the previous package named nTrade and all clients on the previous package have been upgraded free of charge.
10.6 The client acknowledges that full payment is required before the service can be provided and is non-refundable.
10.7 Neoteric UK requires all information requested from the nRetail welcome pack, which is sent out within 5 consecutive days from the date of clients sign up. The neglect to provide all relevant information or data could result in additional charges.
10.8 Neoteric UK are aware of the difficulties that clients may have sending websites via a web interface, so aid will be given voluntarily. However, the client must understand that a fee could be charged depending on the amount of work involved.
10.9 Once the set-up work has been completed by both parties, the client understands that all other information and images are to be provided. The client understands that once all information has been given, the design operation will begin.
10.10 The client understands that the first draft for nRetail websites can take upto six weeks. Some projects can take more time depending upon the requirements put forward by the client.10.11 The client acknowledges that s(he) is notified about the location of their website and is informed about what information is required in order to make the site complete. The client understands that any changes to the site, for example, colour/images/etc, will not warrant any extra charges. However, any re-structuring will of the site will require extra work and extra charges.
10.12 The client is completely responsible for the design format of their website. The client agrees that they are held accountable to any future changes to the site once it has been given a location or published.
10.13 The client acknowledges that there are three merchant facilities to choose from once the site is up and running:
10.13.a The PDQ machine via the Protx Clearing System – A fee is required be Protx before the system is made available.
10.13.b SSL System – Neoteric UK will integrate this system.
10.14 The client understands that s(he) are responsible for any modifications to the product information, using the management console.
10.15 As part of service we will create a links page on your website to facilitate link building. Neoteric UK hold the right to place links on this page without the clients consent, however if the client disapproves of any links they will need to email firstname.lastname@example.org with any removal requests. We will only remove it if its direct competition.
10.16 There are monthly fees made payable to Neoteric Uk for such services as the maintaining of the website and renewing of the licence. The client understands that any extra work or upgrades will result in additional charges or annual renewal fees.
10.17 The client agrees to pay the monthly fee prior to the website going live on the internet. This fee carries a 12 month contractual bond. Once this period is over the client has the ability to cancel any services by providing 30 days notice.
10.18 Neoteric UK supply a Telephone based Customer Support that are readily available to offer aid to the client with regards to the nRetail service. The opening times are Monday to Friday, 9.00 – 17.00.
10.19 The client understands that s(he) can be asked to pay for site visits or project briefings at Neoteric UK office in case the client needs to meet in person with any of Neoteric UK's personnel. Should a client intends to visit Neoteric UK offices, s(he) is required to set up an appointment before hand and pay any charges for time before hand.
11a.1 The client understands that their website will be designed based on their choices made on the application form.
11a.2 Once the application form has been received and the payments have been processed, information will be required by the client with regards to the design material. Neoteric UK will not be held accountable for any delay in the service as a result of insufficient information or neglect to provide information in the correct format.
11a.3 The client understands that s(he) has 3 months to provide all website data. Neglect to provide this will result in a loss of any fees/deposits that the client has already paid.
11a.4 A consultation with the design administrator will be arranged once all information has been provided and payment received. This consultation will be used to discuss the aesthetic aspects of the site and advice will be offered in order to maximise the website's potential.
11a.5 Neoteric UK host all websites on either Coldfusion or NT web servers. The client agrees that Neoteric UK are not held accountable for the inability to view sites because of limited hardware or internet access. Fees are not refundable if sites are not compatible for hosting on industry servers.
11a.6 The client understands that website layouts or changes of material are not applicable once the website has been designed and hosted, however the client will be given the chance to alter minor aspects of the website should they be dissatisfied.
11a.7 Once the client has approved the design it may take a period of up to 14 days to test the website and go live. Any further change requests during this period will extend the timescale. All requested changes must be submitted via fax, email or post.
11a.8 The client understands that Neoteric UK have full responsibility for the maintenance of the website. This may require a short suspension period in order for the work to be carried out. Access to the internet may be influenced by such factors as telecommunication links failing or the breakdown of transmissions. Neoteric UK have no control over these factors, so cannot held accountable for them. Furthermore, Neoteric UK will not carry out any maintenance work on 3rd party softwares like wordpress blog, forum softwares and neither will be responsible for any problems. Any work carried out on 3rd party systems will attract further costs.
11a.9 The client agrees that both the hosting and maintenance fees carry a 12 month contractual bond. Should the client wish to cancel this service, all fees will still be paid up until the 12th month. The monthly hosting will begin when the site goes live or after the 3rd month from date of sign up. Neoteric UK will not carry out any maintenance work on 3rd party softwares like wordpress blog, forum softwares and neither will be responsible for any problems. Any work carried out on 3rd party systems will attract further costs.
11a.10 The client should provide 30 days written notice prior to the renewal of hosting services if wishing to cancel, if not received then Neoteric UK will automatically renew the service without any notice and charge the client the new fees accordingly.
11b.1 The client understands that their website will be developed based on agreed specification. In an event where client has only signed a purchase order, Neoteric UK will work only on the design side of the project and development will only be started once project specification has been signed off.
11b.2 For any delays on project specification being signed off, Neoteric UK will not be held accountable for any delay in the service.
11b.3 Neoteric UK provides a bespoke design service and because it is a totally customized service, it is not possible to give out definite time line for projects. It is imperative for client to give necessary feedback for design service to yeild results and wherever client fails to provide feedback in necessary time periods, Neoteric UK reserves the right to suspend the projects.
11b.4 The client understands that s(he) has 3 months to provide all website data. Neglect to provide this will result in a loss of any fees/deposits that the client has already paid.
11b.5 Neoteric UK host all websites Linux based server. The client agrees that Neoteric UK are not held accountable for the inability to view sites because of limited hardware or internet access.
11b.6 The client understands that website layouts or changes of material are not applicable once the website has been designed and hosted, however the client will be given the chance to alter minor aspects of the website should they be dissatisfied before the website goes live.
11b.7 Once the client has approved the design it may take a period of up to 14 days to test the website and go live. Any further change requests during this period will extend the timescale. All requested changes must be submitted via fax, email or post.
11b.8 Neoteric UK reserves the right to invoice the client for any work that it has been instructed to do but not included in the agreed project specification.
11b.9 The client agrees that both the hosting and maintenance fees carry a 12 month contractual bond. Should the client wish to cancel this service, all fees will still be paid up until the 12th month. The monthly hosting will begin when the site goes live or after the 3rd month from date of sign up. Neoteric UK will not carry out any maintenance work on 3rd party softwares like wordpress blog, forum softwares and neither will be responsible for any problems. Any work carried out on 3rd party systems will attract further costs.
11b.10 The client should provide 30 days written notice prior to the renewal of hosting services if wishing to cancel, if not received then Neoteric UK will automatically renew the service without any notice and charge the client the new fees accordingly.
11b.11 Neoteric UK charges clients up front before any work on the project is commenced. Most often clients are asked to make payments in full but sometimes split payments are agreed at the start of the project in writing. Split payment agreements are only valid when in writing and signed by the client and submitted to Neoteric UK accounts department. No agreements will be accepted if done on phone or email.
11c.1 The client understands that their website delivery at times may include usage of 3rd party applications such as wordpress blog, phpbb forums, dating and social networking softwares. Neoteric UK will work with the applications in order to create the website as per agreed specifications, but will not be responsible for any problems arising out of 3rd party softwares.
11c.2 The client understands that Neoteric UK will not be responsible for any delays on project arising out of bugs / issues on 3rd party software.
11c.3 Neoteric UK will not be able to provide maintenance services on 3rd party softwares unless a seperate service for this effect has been purchased. Any problems on websites, blogs or any other 3rd party software will attract a further cost to investigate and fix.
12.1 The client understands that nMarketing is a prepaid service which is non-refundable and will not begin until all fees have been paid.
12.2 The client acknowledges that s(he) is responsible for supplying a number of key phrases that are to be utilized on the search engines. Neglect to provide all key phrases within 10 working days will result in Neoteric UK choosing and marketing alternative key phrases.
12.3 The client accepts that should the chosen key phrases be unprofitable, Neoteric UK have the right to choose and market alternative phrases with the clients input.
12.4 Neoteric UK will endeavour to accomplish first page rankings in accordance to the amount of key phrases given. For example if the client wishes to submit 20 key phrases, then Neoteric UK will ensure that at least a minimum of 20 first page listings are achieved. Please note this does not mean on every search engine but across the search engines.
12.5 The client acknowledges that should Neoteric UK not achieve clause 12.4, then the work will continue on the website at no further costs untill the minimum guarentee is met.
12.6 The client agrees that any free key phrases offered to them as part of sale will not be assured first page rankings.
12.7 Neoteric UK cannot offer the client any fixed number of traffic to the website. The traffic level is affected by the popularity of that particular industry.
12.8 There are two choices for the optimisation techniques:
12.8a A main site engineer – this option will require FTP access to the clients website.
12.8b A Focus website(minimum 3 pages), hosted under an independent domain name and connected to the clients main website. The client acknowledges that the focus website will use information from the main website and is used as a template only. Changes to the design and layout of the focus website are not permitted, however the client has input into the content of the website prior to publication on the internet. The client understands that bits of information may be taken from other similar websites in order to maximise the websites potential. Should the client be unhappy with the chosen information, alternative information should be provided by the client to the engineer to replace it.
12.9 The client acknowledges that the optimization will begin once all key phrases have been established and template websites created. Optimization will persist until first page listings have been achieved. It is at this stage that the clients are asked if they would like to sign up to the maintenance plan. This is not mandatory.
12.10 On completion of the program, the client is asked whether they would like to sign up to the maintenance plan. (Again this is not mandatory, however should he client decline or neglect to sign within 7 days, the service will be cancelled). Neoteric UK will not be held accountable for the drop in rankings as a result of low maintenance.
12.11 The client agrees that the cancellation of this service will initiate the removal of all websites designed by Neoteric UK. The client is reminded that all domain names are registered to the client and the responsibility of registry fees is held with them.12.12 As part of service we will create a links page on your website to facilitate reciprocal link building to improve your website search engine position
12.13 Should the client desire a monthly listings report, then it is the responsibility of the client to ask via e-mail. The address email@example.com.
12.14 Neoteric UK endeavour to make backup copies of the websites and all client data at regular intervals, however it is the responsibility of the client to make their own backup copies. Neoteric UK will not be held accountable for the damage or loss of any client data or information.
12.15 The client agrees that there shall be no editing of the website whilst the program is still running.
12.16 The client understands that neglect to follow instructions by Neoteric UK with regards to this service, will result in the cancellation/suspension of the service completely. Should the client breach the contract in any way, s(he) is liable to pay all fixed fees up until the end of the plan and all plans cancelled.
13.1 If the contract agreement is for 12 Months, 6 Months or 3 Months and the client breaks the agreement by failing to make payments, Neoteric UK hold the right to remove all existing links provided and suspend the account. Meaning any other services the client may have with Neoteric UK are suspended until payments are settled.
13.2 This is a non refundable service due to the amount of work carried out from the beginning and the securement of the clients position with their chosen keywords.
13.3 As part of the service we may need to create a links page on your website to facilitate reciprocal link building to improve your website search engine position.
13.4 Neoteric UK as an SEO company generally work with up to 3 companies using the same keyword's at any one paid monthly period. Under certain circumstances Neoteric UK may choose to work with more than 3 companies using the same keyword/s at any one paid monthly period. Should the client choose to stop/pause/discontinue their monthly link building campaign on their chosen keywords for that month, then Neoteric UK hold the right to offer the same keywords to another company. No refunds will be given on any paid upfront contracts of 12 Months, 6 Months, 3 Months or even 1 Month which are broken by the client choosing not to continue the service.
13.5 Neoteric UK can provide you with ON PAGE consultation explaining what work you can do on your website to help with the improvement of your rankings. Mainly we request the client to work on improving the overall amount of content on their website for their keyword's.
13.6 Neoteric UK cannot guarantee front page positions and cannot guarantee your top positions are secure with the search engines, as we have no control over the search engines, we can only guarantee the work will be carried out for that paid monthly period.
Minimum of 5 pages per mini-site with bespoke design. Client is to provide all content (page names, pictures, text, design look etc). IMPORTANTdo not copy text make sure it's unique otherwise the mini-site will not work. Neoteric UK will optimize up to 5 key phrases per mini-site and submit these to the major UK search engines. We cannot guarantee first page positions; the purpose of this service is to increase exposure on the search engines and link through to the main site. This service is non refundable after the 7 day cooling off period from sign up.
15.1 The nMall Service is a prepaid service and the program will not be initiated until the Client has made full and complete payment.
15.2 Neoteric UK will add the clients site and details to the nMall. The categories entered will be provided by the client and must be relevant to the actual products.
15.3 if the client changes details such as site address, categories, etc and wishes or needs these updated on the nMall. Then this is subject to the charges in Neoteric Uks price list.
15.4 the % fee payable to Neoteric UK will be no less than 2% and not greater than 10% as agreed with client and is dependant on industry and product type.
15.5 Neoteric UK will market the nMall as effectively as they can and guarantee it will be submitted to all the major search engines.
16.1 The nAffiliates Service is a prepaid service and the program will not be initiated until the Client has made full and complete payment.
16.2 Neoteric UK will provide the software solution and training on how to use the system. Customer services will also be available 9.00am to 5.30pm mon-fri.
16.3 Client is responsible for providing their own affiliates to the system and will be charged an admin fee for each new member added to system as set out in Neoteric Uks price list.
16.4 Neoteric UK may provide affiliates to clients request but only depending on availability and Neoteric UK are in no way liable if they are unable to attain new members on clients behalf. Any members provided by Neoteric UK will be charged to the client in accordance with Neoteric UKs price list.
17.1 The nDatabases Service is a prepaid service and the database will not be transferred until the Client has made full and complete payment.
17.2 The licensee shall at all times be an independent contractor. It shall have no authority to: act as agent in any way for Neoteric UK; represent Neoteric UK in any manner not expressly permitted by this agreement; pledge Neoteric UKs credit; contract any rights and liabilities on Neoteric UKs behalf; and it will not in any way hold itself out as having such authority.
17.3 client agrees to indemnify Neoteric UK in respect of all costs, claims, demands or expenses incurred or suffered by them as a result of any unauthorised copying, re-use, re-sale, disclosure or any other unauthorised use of the data while in your possession.
17.4 All intellectual property rights, including copyright, database rights or any such other rights relating to the data shall remain Neoteric UKs exclusive property.
17.5 Neoteric UK shall have no liability to the licensee or any third party, including customers, for any error or omission in compiling the data, unless caused directly by Neoteric UKs negligence or willful misconduct.
18.1 Neoteric UK warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.
18.2 Without prejudice to Clause 6.1, and except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the services to be provided by Neoteric UK.
The Client shall indemnify Neoteric UK against all claims, costs and expenses which Neoteric UK may incur and which arise, directly or indirectly, from the Client's breach of any of its obligations under this Agreement, including any claims brought against Neoteric UK alleging that any services provided by Neoteric UK in accordance with the Service Specification infringes a patent, copyright or trade secret or other similar right of a third party.
20.1 Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of Neoteric UK to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the fees paid by the Client to which the claim relates.
20.2 In no event shall Neoteric UK be liable to the Client for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or Neoteric UK had been made aware of the possibility of the Client incurring such a loss.
20.3 Nothing in these Terms and Conditions shall exclude or limit Neoteric UK's liability for death or personal injury resulting from Neoteric UK's negligence or that of its employees, agents or sub-contractors.
Either party may terminate this Agreement forthwith by notice in writing to the other if:
21.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;
21.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;
21.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
21.4 the other party ceases to carry on its business or substantially the whole of its business; or
21.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of Neoteric UK, and the Client shall do all that is reasonably necessary to ensure that such rights vest in Neoteric UK by the execution of appropriate instruments or the making of agreements with third parties.
Neoteric UK Ltd holds all and exclusive rights to the software, servers and any script used to provide the e-commerce service to all the clients. No client has rights to access, modify, re-produce or use it any form or manner without prior permission of Neoteric UK Ltd.
Neoteric UK Ltd, provides e-commerce service where by it allows clients to use software with custom design specifically designed for them. This service is provided on an yearly fee basis along with the SET UP which is charged initially to produce client specific design.
However, client holds full rights to their products, categories, images, customers, orders. All this information is easily extractable from the control panel available to manage e-commerce websites. Also provided is HTML version of design being used including all the images. If in any case, client is not happy with the service and decides to move on, upon client request, all the information can be put on a CD and sent via Royal mail.
If in any case, Neoteric UK Ltd is closing down or not in a position to supply the e-commerce service within the contractual period, Neoteric UK Ltd will provide a copy of software that is currently being used to run the website. Client can use the software with another hosting company but will not be allowed to modify or re-sell the software.
nRetail is a software built and provided as a service by Neoteric UK. Neoteric UK hold all intellectual rights to all websites hosted using the nRetail software. The nRetail software is to be hosted only on servers belonging to Neoteric UK.
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
All parties involved in the agreement will understand and follow the rules and regulations of the Data Protection Act 1998. This includes codes of practice and the confidentiality of personal information.
Neoteric UK and the Client are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. Neoteric UK may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Client and such engagement shall not relieve Neoteric UK of its obligations under this Agreement.
The Client shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of Neoteric UK.
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Service Specification or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
This Agreement shall be governed by and construed in accordance with the law of United Kingdom and the parties hereby submit to the exclusive jurisdiction of the British courts.
Neoteric UK Customer Relations department aim to provide the best service. If for some reason the client is unsuccessful in getting through to our Customer Relations department, you can either leave a message on the answer phone and we will get back to you as soon as possible or email us at firstname.lastname@example.org. If during the customer relations call the client is abusive, Neoteric UK hold the right to remove the clients support privileges.
34.1 Neoteric UK hold the rights to cancel and suspend any services failure to the client not responding to any notices or providing the relevant content set out in the service specification. There has to be a level of commitment from the clients behalf in order for Neoteric UK to provide a full service. If the client fails to provide the relevant content to their package(s) after 6 months from sign up date, Neoteric UK hold the right to suspend any services the client has with Neoteric UK. If the client wishes to unsuspend their account they will be liable to pay £99 + VAT.
34.2 Neoteric UK hold the rights to cancel / suspend if client fails to clear any due invoices. This includes cancellation of some / all services if client is a Priviate Individual.