# Net Essence Ltd — Web Services Terms and Conditions
**Revision:** 1.2
**Date:** 15 April 2026
**Applies to:** Web design, web development, domain registration, and web hosting services provided by Net Essence Ltd.
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## 1. Definitions
In these Terms and Conditions the following definitions apply:
**”NEL”** means Net Essence Ltd, a company registered in England and Wales.
**”Client”** means the individual, company, or organisation named in the Quotation or Order Form and entering into an agreement with NEL.
**”Services”** means the web design, web development, domain registration, web hosting, or related digital services to be provided by NEL as described in the Quotation.
**”Quotation”** means the written estimate or proposal issued by NEL to the Client, setting out the scope, deliverables, timescales, and fees applicable to the Services.
**”Project”** means the specific body of work described in the Quotation.
**”Deliverables”** means the websites, pages, templates, graphics, code, and other outputs produced by NEL in the course of the Project.
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## 2. Basis of Agreement
These Terms and Conditions govern the provision of all web Services by NEL and, together with the Quotation, form the entire agreement between NEL and the Client. In the event of any conflict between these Terms and Conditions and the Quotation, the Quotation shall take precedence.
These Terms and Conditions apply to all web Services provided by NEL unless a separate written agreement has been executed by both parties. For Clients who also receive managed IT support or other services under a separate Service Agreement with NEL, these Web Services Terms apply specifically and in addition to that agreement in respect of web-related work.
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## 3. Client Obligations
The Client warrants that it has the authority to enter into this agreement on behalf of its organisation.
The Client agrees to:
– Provide NEL with all materials, content, information, and access required to carry out the Services, in the format and within the timescales reasonably requested by NEL.
– Review work in progress and provide clear, consolidated feedback within agreed timescales.
– Provide written sign-off at each milestone or stage as required by the Quotation.
– Adhere to the payment schedule set out in the Quotation.
NEL shall not be liable for any delay, additional cost, or failure to meet a deadline where that delay or failure is caused wholly or in part by the Client’s failure to comply with any of the above obligations.
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## 4. Design and Development
### 4.1 Design
NEL will produce designs for the visual appearance, layout, and user experience of the Project as described in the Quotation. Unless otherwise stated, the Quotation includes one primary design direction and up to two rounds of revision.
If the Client is not satisfied with the designs following the included revision rounds, NEL will invoice for all work completed to that point. The Client may then elect to terminate the engagement or commission further design work at the rates set out in the Quotation.
### 4.2 Development
NEL will develop the Project using current web standards and technologies appropriate to the brief. Development will be carried out to professional standards and the resulting code will be clean, maintainable, and suitable for its intended purpose.
### 4.3 Browser and Device Compatibility
NEL will test all Deliverables for visual and functional compatibility across current, actively supported versions of major web browsers, including Google Chrome, Mozilla Firefox, Apple Safari, and Microsoft Edge.
NEL does not test against legacy or unsupported browsers (including any version of Internet Explorer) unless explicitly agreed in writing and reflected in the Quotation. Additional fees will apply for legacy browser support.
NEL will develop and test all Deliverables to be responsive across common device sizes (desktop, tablet, and mobile) unless the Quotation specifies otherwise.
### 4.4 Accessibility
Where specified in the Quotation, NEL will develop Deliverables to meet a defined level of the Web Content Accessibility Guidelines (WCAG). Where accessibility compliance is not specified, NEL will apply reasonable accessibility best practice but makes no warranty as to compliance with any particular standard.
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## 5. Content and Materials
### 5.1 Client-Supplied Content
Unless the Quotation expressly includes copywriting or content creation, the Client is responsible for supplying all text, images, graphics, logos, videos, and other content required for the Project. NEL is not responsible for writing or inputting content that falls outside the agreed scope.
NEL will provide copywriting, content creation, or content input services at the rates set out in the Quotation, or where no rate is specified, at NEL’s standard rate at the time of request.
### 5.2 Photography and Media
Where the Client requires stock photography, illustrations, licensed fonts, or other third-party media, the cost of licensing those assets is the Client’s responsibility unless included in the Quotation. NEL can advise on suitable suppliers. Time spent sourcing and procuring media on the Client’s behalf will be charged at the rates set out in the Quotation.
### 5.3 Client Warranties
The Client warrants that all text, images, graphics, trademarks, data, and other materials it supplies to NEL are either owned by the Client or that the Client holds the necessary licences and permissions for their use in the manner required by the Project. The Client shall indemnify NEL against any claims, losses, damages, or costs arising from any breach of this warranty.
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## 6. Changes and Revisions
The fees set out in the Quotation are based on the scope of work described therein. Where the Client requests changes that fall outside that agreed scope — including additional pages, new functionality, revised design directions, or additional content types — NEL will carry out that work at the rates set out in the Quotation.
NEL may ask the Client to submit change requests in writing to ensure an accurate record of scope changes and their associated costs.
Where a change request materially affects the agreed timescale or cost, NEL will notify the Client before proceeding.
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## 7. Domain Names
Where NEL registers a domain name on the Client’s behalf, the following applies:
The domain name remains the property of the Client. NEL acts solely as the registration agent.
Domain names are subject to the terms and conditions of the relevant domain registry and accredited registrar. NEL accepts no liability for the loss of, refusal to register, or failure to renew a domain name.
The Client is responsible for ensuring renewal instructions and payment are received in good time. NEL will endeavour to notify the Client of upcoming renewals but accepts no liability for domain expiry arising from a failure to communicate renewal instructions or payment.
The Client may transfer the domain to another registrar at any time upon written request, subject to any lock periods imposed by the registry.
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## 8. Web Hosting
### 8.1 Hosting Provision
Where web hosting is included in or added to the Services, NEL will arrange hosting either through its own infrastructure or via a third-party hosting provider. Where third-party hosting is used, the service is subject to that provider’s terms and service levels, which NEL will make available to the Client upon request.
### 8.2 Hosting Responsibilities
NEL will use reasonable skill and care in the selection and management of hosting arrangements. However, NEL does not guarantee uninterrupted availability of hosted websites and shall not be liable for downtime, data loss, or service interruption caused by the hosting provider, infrastructure failure, or circumstances beyond NEL’s reasonable control.
### 8.3 Backups
Where hosting is managed by NEL, periodic backups of website data will be maintained as described in the Quotation or applicable service schedule. Backups are provided for restoration purposes only and do not constitute a primary data store. The Client is encouraged to maintain its own copies of all website content and data.
### 8.4 Out-of-Scope Hosting Support
Unless the Client has a separate managed support agreement with NEL covering web hosting and email services, support for hosting configuration, email accounts, DNS changes, and related infrastructure is charged at the rates set out in the Quotation or NEL’s current standard rate.
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## 9. Analytics and Third-Party Integrations
Where the Project includes integration with third-party services — including but not limited to analytics platforms, contact form processors, payment gateways, CRM systems, social media platforms, or marketing tools — those integrations are subject to the third party’s own terms of service. NEL accepts no liability for changes to third-party platforms that affect the functionality of integrations built as part of the Project.
Any ongoing costs associated with third-party tools or services are the Client’s responsibility unless expressly included in the Quotation.
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## 10. Intellectual Property and Copyright
### 10.1 Client-Owned Materials
Upon receipt of payment in full, the Client will own all bespoke visual design elements, graphics, and artwork created specifically for the Project by NEL. NEL will provide the Client with copies of all final output files. NEL is not required to retain source or working files and the Client should maintain safe copies of all final files provided.
The Client retains ownership of all text content, photographs, data, and other materials it supplied.
### 10.2 Code and Templates
The underlying HTML, CSS, JavaScript, and other code produced by NEL is licensed to the Client for use on the specific Project. Unless the Quotation expressly transfers ownership of the codebase, NEL retains intellectual property rights in the code and grants the Client a perpetual, non-exclusive licence for its use on the Project.
Open-source components or third-party libraries incorporated into the Deliverables remain subject to their respective licences.
### 10.3 NEL Portfolio Rights
NEL reserves the right to display Deliverables as part of its portfolio, case studies, and marketing materials, and to describe the nature of the work publicly. Where a Client requires confidentiality in respect of a Project, this must be agreed in writing prior to commencement and reflected in the Quotation.
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## 11. Data Protection and Privacy
Both parties shall comply with their respective obligations under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
Where NEL processes personal data on behalf of the Client in the course of delivering the Services, it does so as a data processor acting on the Client’s instructions. Where required by applicable law, the parties shall enter into a Data Processing Agreement.
NEL’s Privacy Policy, available at www.net-essence.com, describes how NEL collects and uses personal data in connection with its business activities.
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## 12. Payment
### 12.1 Fees and Invoicing
Fees are as set out in the Quotation. NEL will invoice the Client in accordance with the payment schedule set out therein. Where no payment schedule is specified, invoices are due within 14 days of the date of invoice.
### 12.2 Late Payment
NEL reserves the right to charge interest on overdue invoices at the rate permitted under the Late Payment of Commercial Debts (Interest) Act 1998, currently 8% per annum above the Bank of England base rate. NEL also reserves the right to suspend work or withhold delivery of Deliverables where invoices remain unpaid beyond their due date.
### 12.3 Expenses
Reasonable expenses incurred by NEL in connection with the Services (including domain registration fees, stock media licensing costs, and third-party software fees) will be charged to the Client at cost unless included in the Quotation.
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## 13. Warranties and Limitation of Liability
### 13.1 NEL’s Warranty
NEL warrants that the Services will be performed with reasonable skill and care by suitably qualified personnel.
### 13.2 No Guarantee of Error-Free Operation
NEL does not warrant that websites or web applications developed under these Terms will be entirely free of defects or that their operation will be uninterrupted. Where defects are identified within a reasonable period following delivery and are attributable to NEL’s work, NEL will use reasonable endeavours to correct them at no additional charge.
### 13.3 Limitation of Liability
To the fullest extent permitted by law, NEL’s aggregate liability to the Client — whether in contract, tort (including negligence), or otherwise — shall not exceed the total fees paid by the Client to NEL in the three months preceding the event giving rise to the claim.
NEL shall not be liable for any loss of revenue, loss of profit, loss of data, loss of contracts, or any indirect, special, or consequential loss arising out of or in connection with the Services, even where NEL has been advised of the possibility of such losses.
Nothing in these Terms limits NEL’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by law.
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## 14. Confidentiality
Each party agrees to keep confidential all information received from the other that is marked as confidential or that a reasonable person would consider to be of a confidential nature, and not to disclose such information to any third party without the prior written consent of the disclosing party, except as required by law.
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## 15. Termination
Either party may terminate the agreement on written notice if the other party is in material breach of its obligations and fails to remedy that breach within 14 days of written notice requiring it to do so.
On termination by the Client for reasons other than NEL’s breach, the Client shall pay for all work completed up to the date of termination. NEL will provide the Client with copies of all completed Deliverables upon receipt of payment in full for work completed.
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## 16. Assignment
This agreement is personal to the Client. The Client may not assign or transfer its rights or obligations under this agreement without the prior written consent of NEL. NEL may sub-contract elements of the Services to suitably qualified third parties, provided that NEL remains responsible for the quality of the Deliverables.
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## 17. Severability
If any provision of these Terms and Conditions is held to be unlawful, invalid, or unenforceable by a court of competent jurisdiction, that provision shall be severed and the remaining provisions shall continue in full force and effect.
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## 18. Governing Law and Jurisdiction
These Terms and Conditions and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the law of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.
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## 19. Changes to These Terms
NEL may update these Terms and Conditions from time to time. The current version will be published at www.net-essence.com/terms-conditions-web/. Where an existing Client agreement is in place, material changes will be notified to the Client in writing.
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Net Essence Ltd
Registered in England and Wales
Website: www.net-essence.com
Email: support AT net-essence.com
Telephone: 020 3137 3719
*These Terms and Conditions apply to web design, web development, domain registration, and web hosting services. For managed IT support and other services, please refer to NEL’s Standard Terms and Conditions.*