(Last updated 13 April 2018)
GENERAL TERMS OF SERVICE
1. Nrv8ion designs, builds and hosts websites and provides online and telephone support.
2. The Client has the right to, title, and interest in a website containing intellectual property owned by the Client together with, but not limited to textual content, video and/or audio. Clients and Resellers acknowledge that any design created by Nrv8ion or its resellers using the Nrv8ion CMS templates remain the property of Nrv8ion and cannot be replicated elsewhere.
3. The Client warrants Nrv8ion to host its website unless otherwise advised in writing per the relevant notice periods.
4. Nrv8ion websites are built either in its own proprietary CMS platform or on an alternate open source CMS platform.
5. This agreement shall take full force and effect as and from the date of the Client’s purchase of the website and upon making payment the Client is deemed to have read and understood these terms.
6. Nrv8ion shall supply to the Client all services necessary to effectively host the Client’s website and make available for a fee to the Client the services of Nrv8ion to provide to the Client online support, telephone support for the ongoing administration and maintenance of the Client’s website hosted by Nrv8ion in circumstances where the Client requests such support.
7. This Agreement may change from time to time. In the event that this Agreement changes, Nrv8ion shall advise the Client in writing at least 30 days before the changes shall take effect. If the Client asserts that any changes to this Agreement show unfair bias against the interests of the Client in favour of Nrv8ion, the Client agrees to dispute the application of the changes in writing prior to the changes taking effect. In the event of a dispute the Client will either be provided with a written exemption from the specific changes within this Agreement that the Client asserts to be unfair, or if this is not possible the Client may at its option terminate this Agreement by giving 30 days’ notice to Nrv8ion whereupon Nrv8ion shall charge for services rendered up to the date of termination of this Agreement which is to be paid in full by the Client on or before the date of the termination of this Agreement. In the event Nrv8ion are required to advise the Client of such a change of the Terms of Service or Costings Agreement, the Client may at its option terminate this Agreement by giving 30 days’ notice to Nrv8ion whereupon Nrv8ion shall charge for services rendered up to the date of termination of this Agreement which is to be paid in full by the Client on or before the date of the termination of this Agreement.
8. Nrv8ion have a Fair Use policy, and the Client upon executing this Agreement is deemed to have read and understood the Fair Use policy of Nrv8ion and agreed to be bound by it.
9. The Fair Use policy of Nrv8ion may change from time to time. In the event this policy changes Nrv8ion shall advise the Client in writing within seven days of the change. In the event Nrv8ion are required to advise the Client of such a change of the Fair Use policy, the Client may at its option terminate this Agreement by giving 30 days’ notice to Nrv8ion whereupon Nrv8ion shall charge for services rendered up to the date of termination of this Agreement which is to be paid in full by the Client on or before the date of the termination of this Agreement.
10. Notwithstanding anything contained in the Fair Use policy of Nrv8ion as set out in Clause 6 of this Agreement, the Client warrants to Nrv8ion that it is the lawful owner of, or has permission from the lawful owner to publish all intellectual property published on its website that it has requested Nrv8ion to host. In the event that the Client, in allowing Nrv8ion to host its website breaches any applicable UK or EC legislation, Nrv8ion may terminate this Agreement without prejudice to the rights of Nrv8ion to seek one or all of compensatory damages indemnities relating to liability incurred as a result of the Client’s aforementioned breaches.
11. Nrv8ion may terminate the Agreement without notice to the Client in the event Nrv8ion becomes aware of any of the following:• Content on the Client’s website (including content generated by users of the Client’s website) that does not comply with the Fair Use policy of Nrv8ion as set out above• Notwithstanding the terms of Fair Use policy of Nrv8ion any matters that is either offensive and/or obscene, seditious, blasphemous, defamatory or inappropriate in the opinion of Nrv8ion• Repudiatory conduct as defined under Clauses 6.• Any outstanding invoices not paid to Nrv8ion within the specified payment terms under Clause 6.
12. The Client warrants to Nrv8ion that all email accounts and passwords will contain a strong password protocol which is defined as a password that is reasonably difficult to guess in a short period of time either through human guessing or the use of specialised software. A strong password should contain: at least 8 characters, contain both upper and lower case alphabetical characters, have at least one numerical character and at least one special character. A strong password should not: spell a word or series of words that can be found in a standard dictionary, spell a word with a number added to the beginning or the end, or be based on any personal information such as user ID, family name, birthday etc.
13. Should an email account be corrupted due to failures to adhere to this protocol and Nrv8ion’s own mail system is compromised, Nrv8ion reserves the right to immediately terminate the affected email domain and all associated accounts without providing backups, and charge to the client an hourly rate of £50 plus VAT for all technical works required to resolve issues arising from this.
14. The Client warrants to Nrv8ion that it shall not by its conduct frustrate Nrv8ion from hosting its website or withhold the necessary support to Nrv8ion for the effective hosting of the website. Nrv8ion shall not be liable for any interruption to the provision of the Client or the hosting services where an interruption is beyond the control of Nrv8ion including but not limited to force majeur.
15. Nrv8ion warrant to the Client that 99% of the time in any given month the Client’s website will work when accessed from a browser with unrestricted access to the internet. In this Service Level Agreement the expression availability shall have the meaning of availability to users of the internet unaffected by local or network limitation. Nrv8ion shall not be liable for any losses in circumstances where the Client’s site is offline at any point reflecting a monetary sum beyond the sum required paid for hosting in that given calendar month.
16. In the event Nrv8ion terminates this Agreement as a result of any breach by the Client and withdraws its hosting services, whereby the Client’s web page is no longer hosted on the internet:•Nrv8ion will not be liable for any loss or damage arising from the withdrawal of the hosting services from the Client.
17. Should any breach be resolved and the Client desirous of reactivation of services, Nrv8ion will charge a reactivation fee of no less than £199 plus VAT to cover Nrv8ion’s reasonable costs incurred as a result of the breach, to be paid in full before reactivation.
18. Should a site be deactivated for a period in excess of six months for any reason a new website would need to be purchased at a cost to be advised at such time in accordance with current applicable pricing structures.
19. Nrv8ion will advise the Client of any foreseeable interruption to the hosting service, and provide up-to-date network status and service availability information.
20. The Client agrees to advise Nrv8ion of any change of contact details. Nrv8ion will not be liable for any consequences of tax invoices or other notices or documentation being sent to incorrect addresses as a result of a failure of the Client to provide notice of a change of said details, including deactivation of websites due to non-payment of invoices.
21. In this Agreement Nrv8ion shall provide services to the Client for fees as advertised within the Nrv8ion website at https://www.nrv8ion.com
22. Nrv8ion charges all fees upfront, in advance. Any unpaid invoices will result in the suspension of all services as per Clauses 11 – 14 (above).
23. Nrv8ion reserves the right to increase ongoing fees related to the hosting and technical support of Client websites. Annual price increases may occur at any time in accordance with service package alterations and any changes in technology and the infrastructure required to maintain the Client’s website and/or email services.
24. Nrv8ion reserves the right to classify a project as abandoned should no contact be made by the Client for three months or more. All abandoned projects will be archived for a further period of three months only, at which point the project will be purged from our servers and a new website package will be quoted in accordance with the current pricing structure.
25. Any abandoned projects for which a deposit has been paid will not be refunded, and any work completed by Nrv8ion remains the property of Nrv8ion.
26. Any extra hours completed by Nrv8ion beyond the initial deposit received, will be invoiced to the Client upon the project being marked as abandoned. Should the Client fail to pay this invoice Nrv8ion reserve the right to engage its debt recovery agency to recoup monies owing on its behalf.
27. Should additional changes be requested outside the scope of the project brief or allocated project hours are reached, additional fees will apply. Nrv8ion warrants that an estimate will be provided for approval before any additional work is commenced.
SERVICE PROVISION AND COSTINGS
1. Nrv8ion shall provide up to a maximum of 50GB data transit, per calendar month. Any additional data transit required shall be supplied and charged at £10 per GB.
2. Nrv8ion shall provide an ongoing support allocation subject to any Maintenance Agreement with limits as defined under Clauses 6.1. Any support incidents raised beyond its terms will be charged at a rate of £30 per hour plus VAT. Nrv8ion reserves the right to waive additional charges for support at its discretion. The Client may not be charged for any support incidents determined by Nrv8ion to be attributable to a problem with the underlying software, unless this was specified by the Client, or an error on the part of Nrv8ion.
3. Nrv8ion reserves the right to decline the provision of technical support if a Client has unpaid hosting or development costs, or other outstanding amounts for which payment has not yet been received.
4. The Client warrants to Nrv8ion and agrees to pay Nrv8ion in full, in advance, at all times. No work will be commenced until payment has been received.
5. Should payment not be made by or on the due date of invoice, Nrv8ion reserve the right to suspend any and all services and at its discretion charge a reactivation fee of £199 plus VAT before reinstating these services.
1. In the event this Agreement is terminated by the Client, the Client agrees to pay to Nrv8ion an amount to be costed on the basis of all services provided by Nrv8ion that remain unbilled as at the date of termination. Any fees paid in advance for monthly hosting is non-refundable.
2. Provide to Nrv8ion 30 days written notification for any cancellation request, whereby the following calendar months’ hosting will also be charged as a final invoice. Notice must be provided by the account holder or a nominated representative (as identified by the Client) and clearly state the service to be cancelled, along with the date the cancellation is required to be actioned. If immediate cancellation is requested, Nrv8ion reserve the right to charge the Client one calendar month’ s hosting (in addition to any current amounts owing) before actioning the cancellation request. If the cancellation cannot be actioned due to non-payment, monthly fees will continue to incur and notice will need to be provided again once the account is up to date.
3. In the event the Client is a corporation, the directors of the Client agree to be parties to this Agreement and guarantee the performance of the Client and further agree to assume each and every liability and obligation of the Client pursuant to this Agreement in the event of and as and when the directors of the Client are called upon to do so for whatever reason. The obligations of the directors of the Client include but are not limited to the payment of any and all tax invoices rendered to the Client by Nrv8ion.
FAIR USE, REPUDIATORY CONDUCT AND DISPUTES
1. Dependant upon the ongoing care plan chosen, Nrv8ion generally applies fixed limits to the amount of support we give to our Clients per Nrv8ion’s proposal. The Client understands that any support required over and above the allocated support will be charged in arrears at the end of each month, at an hourly rate of £30 plus VAT.
2. The Client agrees to be bound by Nrv8ion’s Fair Use policy outlined in this section.
3. The Client agrees not to engage in excessive contact, which includes but is not limited to:
• Repeatedly asking for assistance with matters outside Nrv8ion’s control, responsibility, or remit, after Nrv8ion has advised the Client that this is the case, including but not limited to: basic computer assistance, assistance with emails on devices other than a desktop, business advice or other technical assistance not related to Nrv8ion’s services.
• Repeatedly and unreasonably asking for assistance with matters with which Nrv8ion has previously provided training. The Client agrees to endeavour to understand the training they are provided.
• Excessive phone calls or emails to the extent that it has a detrimental impact on our ability to service our other Clients.
• Demands for assistance with non-urgent matters outside of Nrv8ion’s support hours where urgency is determined at the sole discretion of Nrv8ion.
4. If Nrv8ion determines that the Client is engaging in excessive contact, it will provide written notice to the Client of this determination, and the Client agrees that Nrv8ion at its sole discretion may as a result undertake any or all of the following actions.
5. Apply a restriction on contact time permitted with the Client.
6. Invoice the Client for all or a portion of time spent on the phone, responding to emails and support tickets, and any other undertakings required to service the Client.
7. Suspend and/or terminate the Client’s provision of services, not before a third warning has been given.
8. Nrv8ion agrees that notices of excessive contact must be provided within 30 days of said excessive contact and the determination can only be made on the basis of activity within the 90 days preceding the date the notice is issued.
9. The Client agrees that any dispute it wishes to make to a notice of excessive contact must be provided in writing to Nrv8ion within 14 days of the issue of the notice.
10. The Client agrees not to engage in repudiatory conduct, which includes but is not limited to:
• Abusive behaviour towards staff, agents or partners of Nrv8ion, which includes threatening behaviour and/or speech.
• Defamation of staff or agents of Nrv8ion, or of Nrv8ion or related businesses.
11. The Client agrees that in instances of repudiatory conduct, Nrv8ion is entitled to immediately terminate this agreement without prejudice to its rights to seek one or all of compensation, damages, or indemnities relating to the conduct.
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