1 The Head Office of Online Products NW Limited Limited is located at – 78a Liverpool Old Road, Much Hoole,   Preston, PR4 4QA, United Kingdom. These terms and conditions apply to work done by Online Products NW Limited Limited.

2 The primary area of business for Online Products NW Limited is (but not limited to) providing design and development resources for Website Publishing, designing, development and software application development, mobile application development, IT Support services, Hosting services, Quality Analysis (QA) and Digital Media. Online Products NW Limited also specialises in providing highly focused E-marketing solutions such as Digital Marketing (SEO) Search Engine Optimisation, Pay Per Click (PPC), e-communication strategy, Data Analysis, Reporting and research.

3.1 Online Products NW Limited undertake projects on a time and materials basis.

3.2 All fees are estimated and exclusive of VAT or any other taxes as may be applicable,

3.3 Estimates are valid for 30 days from the date of issue.

3.4 Payment terms are based on prior weekly or monthly bookings which are allocations of the developer resources.

3.5 The client is allocated dedicated resource(s) along with the necessary functional support staff such as a Team Leader or Project Manager if requested (based on the service commissioned).

4 Quality of Service
You deserve to have your work carried out to the highest possible standard and in an understanding and timely manner and we will always try and exceed your expectations. We value quality very highly and look to pass that on to our clients at every opportunity.

5 Our values are our commitment to you

5.1 We will act with the utmost integrity, displaying integrity, professional dedication and courtesy at all times.

5.2 All correspondence such as emails and phone calls will be dealt with promptly

5.3 We will provide you with an alternative contact if the person you are looking for is unavailable.

5.4 We will give clear and concise information regarding your enquiry and the associated estimate and also about the project if you decide to place a booking.

6 How You Can Help

6.1 Please make sure you give us clear instructions to allow us to effectively provide an accurate estimate and work to the best of our abilities on the project.

6.2 Reply promptly to communications. The developer is on a dedicated basis, it is important he or she has tasks at all times to avoid delays (any delays may increase the time required to complete the project).

6.3 Please tell us if you are going to be away or unable to respond to requests for information.

6.4 If you are dissatisfied with the service being provided please tell us. We cannot resolve a problem we are unaware of.

6.5 Please regularly check your emails. We will be directing a good deal of your project communication this way

7 What we will not do

7.1 Work on a live server (unless specified). We will supply a sandbox server for development (Digital Marketing (SEO) work does take place on the live server)

7.2 Hold the only set of data; please give us test data or a copy of the live DB

7.3 We will not fill the developers’ day; you are requested to supply tasks at all times

7.4 Tolerate abuse of staff members

7.5 Contact end customers directly; projects are done in the strictest confidence

8 Basis of Charging Fees

8.1 Our “Dedicated” service is supplied on a “Time and materials” based and sold in daily, weekly or monthly blocks.

8.2 Our “Ad-hoc” or “Bucket” service is also “Time and Materials”; the service is sold in minimum 10, 20, 40 hours blocks but worked in 10 minute blocks

9 Acceptance of Services

9.1 At various intervals throughout a project you will be asked to view, test and sign off certain sections. As a project is a combination of these smaller sections we ask this is done in a timely manner; delay in this process can cause delay to the project as a whole and delay the overall timeframe.

9.2 Once Online Products NW Limited has fulfilled the obligated booking period purchased or the project has been completed the project shall be tested accordingly. If any failure to pass the test results from a defect which is caused by an act of omission of you, or by one of your sub-contractors or agents, the project will be deemed to have passed the test notwithstanding such non Online Products NW Limited defect. We may provide assistance reasonably requested by you in relation to supplying a suitable remedy of any non Online Products NW Limited defect by supplying additional services. These would be offered at the current fees and prices.

9.3 Back-up: it is the client’s responsibility to ensure they have a back-up of the work. We recommend taking back-ups of the work at all stages (we recommend an automated scheduled back-up, which can be set-up alongside any work by our server technicians). Live servers, all development work takes place “off-site” on a Sandbox environment provided by us(Digital Marketing (SEO) work does take place on the live server). On occasion, it may be requested that development takes places on live servers (time constraints, upon client request, licensing reasons for example). This is done so at your own risk. We do not take responsibility for any impact this may have to either the live site or your ability to work. We strongly recommend the use of a Sandbox server.

10 Our Invoices

10.1 Payment of the advance / first invoice is an acceptance of these terms and conditions.

10.2 The charges are calculated in accordance with  Online Products NW Limited standard rates (which can be amended on one month’s prior notice to you) as follows:
a) Weekly rates are calculated on the basis of a 8 hour day, working 5day week.
b) Daily rates are calculated on the basis of an eight (8) hour day.
c) Bucket rates are calculated on the basis of 10, 20, 40 hours being held against your project, all of which must be used within six (6) months of the time of booking.

10.3 All invoices must be paid in the currency in which they are issued.

10.4 Our invoices are issued before we start the work and need to be reconciled in order for the work to commence.

10.5 Your project may be put on hold temporarily whilst your payment on invoices is outstanding and in that event we reserve the right to remove project files from our servers.

10.6 Unless otherwise stated all prices are exclusive of VAT or any other taxes as may be applicable, which shall where applicable be charged by  Online Products NW Limited to you at the current rate.

11 Limitation of Liability

11.1 This sets out the entire financial liability of  Online Products NW Limited (including any liability for acts or omissions of its employees, agents or consultants) to you in respect of:
a) Any breach of these Terms & Conditions;
b) Any use made by you of the Service, the project or any part of them; and
c) Any representation, statement or action contrary to contract law or omission (including negligence) arising under or in connection with these Terms & Conditions.

11.2 Nothing in these Terms & Conditions limits or excludes the liability of  Online Products NW Limited for death or personal injury resulting from negligence, or for fraud or fraudulent misrepresentation by us.

11.3 Subject to paragraph 11(2) and 11(4)  Online Products NW Limited shall not be liable for:
d) Loss of Profits;
e) Loss of Business;
f) Depletion of goodwill and/or similar losses;
g) Loss of anticipated savings;
h) Loss or corruption of data or information, or;
i) Any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses

11.4 Online Products NW Limited total liability to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms & Conditions shall be limited to the total charges paid for the Services by you during the 12-month period immediately before the date on which the cause of action first arose, or if the cause of action arose during any period before 12 months had elapsed from the date of our first Invoice, during that shorter period.

12 Termination

12.1 Without prejudice to any other rights or remedies which Online Products NW Limited may have we reserve the right to terminate the project or services without liability to you if:

1) You fail to pay any amount due to us on the due date for payment, and remain in default not less than 7 days after being notified in writing to make such payment.

2) You commit a material breach of any of our other terms and conditions of business, where the breach is incapable of remedy, or (if the breach is capable of remedy) you fail to remedy the breach within 14 days after being notified in writing to do so.

3) You breach any of our terms and conditions of business in such a manner as to reasonably justify the opinion that your conduct is inconsistent with your having the intention or ability to give effect to the terms of the agreement between us.

4) You are made bankrupt, a winding-up order is made against you or you become subject to any insolvency procedure including administration, liquidation or a voluntary arrangement with your creditors pursuant to the Insolvency Act 1986 or other insolvency legislation

5) During development the project becomes unworkable or undeliverable, except where this arises from a fault on Online Products NW Limited part.

12.2 On termination of the project for any reason
1) You shall immediately pay to us all of Online Products NW Limited outstanding unpaid invoices and interest  (if any), in respect of services supplied but for which no invoice has been submitted, we may submit an invoice, which shall be payable immediately on receipt.

2) All licenses granted by Online Products NW Limited under the project shall terminate; and

3) The accrued rights of Online Products NW Limited and liabilities of you as at termination shall not be affected.

13 Warranty

13.1 The Customer must notify Online Products NW Limited in writing during the 30 day Warranty Period if the Customer identifies an error in the code / system / program written by Online Products NW Limited. Once it has been agreed Online Products NW Limited will correct any errors that we made in the construction of the code / system / program at no cost. Under no circumstances will a partial / full refund will be acknowledged. Online Products NW Limited reserves the right to define a bug / error. Online Products NW Limited will not be liable under the below clauses:

1) If the error is not notified to the Online Products NW Limited in writing during the Warranty Period;

2) If the error cannot be verified or reproduced by Online Products NW Limited.

3) If and to the extent that the error is caused by infringement by the Customer or involvement of developer / freelancer / company not related to Online Products NW Limited.

4) If the software / programs / scripts (but not limited to) was written or developed by a developer / freelancer / company who is not related to Online Products NW Limited or is in partially finished state.

5) Due to a change in configuration of server / hosting at customer end.

6) We make no warranties or representations that your code / system / program will be commercially profitable or succeed in any other intended purpose you may have for it. These involve many factors beyond our control.

7) Involvement of 3rd Party developer / freelancer / company during or after completion of work (in such cases  we will need to be notified prior to project commencement)

13.2 You will meet the cost of any time spent tracking bugs due to data content uploaded by customer or 3rd Party which subsequently causes problems or bugs.

14 Intellectual Property Rights

14.1 Subject to Clauses 15(4) and 15(5) below, each party reserves all its proprietary rights in its Confidential Infor mation and no rights or obligations, other than those expressly recited herein, are granted or to be implied. In particular, no license is hereby granted directly or indirectly under or in respect of any invention, discovery, patent, copyright or any other intellectual property right now or in the future held, made, obtained or licensable by the Disclosing Party. The property in all Confidential Information disclosed pursuant to an agreement / cont ract / project shall, subject to any right of any other owner, remain with the original owner / party.

14.2 Use of Intellectual Property: Each party acknowledges that the other party owns or licenses Intellectual Property related to its or its affiliates’ existing businesses and such Intellectual Property may be used and further developed in the course of this Agreement. Each party understands that the other party intends to continue to develop and commercially exploit its own Intellectual Property during and after the term of this Agreement.

14.3 Prior Intellectual Property Rights: All Intellectual Property rights owned by a party as of the Effective Date (“Prior IP”) shall remain the property of such party and no licenses or other rights with respect to such Intellec tual Property are granted to the other party except as expressly set forth in an agreement or a later agreement. Each party shall have the burden of proof concerning the Intellectual Property it claims as its Prior IP

14.4 Developed Intellectual Property for clients: All right, title and interest of every kind and nature, whether now known or unknown, in and to any Intellectual Property created, written, developed, furnished or produced by us during the term of the agreement / project, whether alone or jointly with others and whether or not during work hours, that are within the scope of the agreement or any applicable Statement of Work shall be the exclu sive property of the client (subject to the other conditions and specifically the payment of all the dues). As used herein, the term “Intellectual Property” shall include, without limitation, any inventions, technological innovations, discoveries, designs, formulae, know-how, processes, patents, trademarks, service marks, copyrights, computer software, ideas, creations, improvements to all such property, and all recorded material defining, de scribing or illustrating all such property, whether written or not and whether stored in plain or in code form.

14.5 Online Products NW Limited understands that it shall have no right, title or interest of any kind or nature in or to any item of Intellectual Property, or in or to any results and/or proceeds from any item of Intellectual Property created or developed for the client (once final payment has been received). Online Products NW Limited agrees to assist the client, at the client’s expense, to obtain patents, copyrights, trademarks, service marks and similar protections in all countries on any item of Intellectual Property, and agrees to execute any and all documents necessary to obtain such patents, copyrights trademarks, service marks and similar protections in all foreign countries in the name of client. Online Products NW Limited further agree to assist the client or its nominees in the performance of any lawful acts that the client, at its discretion deems necessary to secure proper patent, copyright, trademark, service mark and other protection for any item of Intellectual Property or Im provements thereon, and to vest in the client the entire interest therein all countries.

15 Procedures for Resolving any problems

We aim to give you a high quality and efficient service at all times. However if at any time you are unhappy with the service that you receive, including our invoices, please raise your concern in the first place to 
a Your project manager
b) If your concern is regarding invoices then please raise with our Accounts Team.

16 No derogatory comments
We work to a high standard and we value our business reputation. In the unlikely event that you are dissatisfied with any of our work, you should raise your concern as stated in Clause 15 above. It is a condition of our contract with you that you will not make any critical or derogatory comment about Online Products NW Limited to any third party, and you will not publish any such comment, whether on a website, via the Internet or other wise. Any breach of this clause may result in legal proceedings being issued against you.

17 The contract between Online Products NW Limited and the Customer shall be governed by and construed in accordance with the laws of England and Wales. Any dispute arising shall be subject to the exclusive jurisdiction of the courts of England and Wales.

18 These terms and conditions of business constitute the entire agreement between us, and extinguish all previous agreements, promises, warranties, representations and understandings between us, whether written or oral.

19 You must not do the following things either during your business relationship with us or within one year of the end of that relationship:

1) Commission work from our clients, or attempt to solicit work from our clients.

2) Engage any of our developers or other employees in a contract for services or a contract of employment (All our developers have a clause in their contracts prohibiting business relationships with our clients).

3) Commission work directly from any of our developers or other employees, or attempt to do so.