Terms & Conditions

Agreement means the Proposal, these Terms and Conditions and any other attached documents.

Services means all services and the work to be provided to Client by Net Ummah as described and otherwise further defined in the Proposal.

Final Deliverables means the final versions of Deliverables provided by Net Ummah and accepted by Client.

Deliverables means the services and work specified in the Proposal to be delivered by Net Ummah to Client.

Client Content means all materials, writing, images or other creative content provided by Client used in preparing or creating the Deliverables.

Third Party Materials means proprietary third-party materials which are incorporated into the Final Deliverables.

Designer Tools means all design tools developed and/or used by Net Ummah in performing the Services.

Net Ummah shall perform the services listed in the Proposal.

Net Ummah will obtain the necessary details and information from the prospective client to provide a detailed Proposal to the Client.

The Proposal will be generally broken down into the following parts:

OVERVIEW AND GOALS
SCOPE OF SERVICES
TIME FRAME
YOUR INVESTMENT
WHY CHOOSE NET UMMAH
NEXT STEP

This Proposal will be sent to the prospective Client typically via a PDF email.

The terms of this Proposal expires 14 days after being submitted to the prospective Client. If this expires, Net Ummah may modify the Proposal and resubmit it to Client.

Fees. The Client agrees to the Proposal by email acknowledgement and by way of deposit which is specified in the ‘YOUR INVESTMENT’ part of the Proposal. The Client agrees to pay Net Ummah all the fees and according to the conditions specified in the ‘YOUR INVESTMENT’ part of the Proposal.

Payment Schedule: Payment is due when Net Ummah completes a particular milestone within the work listed in the ‘SCOPE OF SERVICES’ part of the PROPOSAL, and Client accepts the Deliverables for that milestone. Payments may still be due even if milstones are not completed if the Client has delayed the process.

Invoices: All invoices are payable within 3 days of receipt. Any delay in payment might result in a delay in the next milestone being delivered on time. Invoices shall list any expenses and additional costs as separate items.

Expenses: Client will pay Net Ummah expenses, including but not limited to: (a) Incidental and out-of-pocket expenses at cost plus Net Ummah standard markup of 20%; (b) Mileage reimbursement, other than normal commuting, at normal price per mile; (c) Travel expenses, other than normal commuting, but including airfare and rental vehicles, with Client approval.

Collection Expenses: Client shall pay all collection or legal fees caused by late payments.

Withholding Delivery: Net Ummah may withhold delivery and transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full.

Withholding License: All grants of any license to use or transfer ownership of any intellectual property rights under this Agreement are conditioned on full payment, including all outstanding Additional Costs, Expenses, Fees, or any other charges.

Change Request: If Client wants to change the Scope of Work after acceptance of the Proposal, Client shall send Net Ummah a written Change Order describing the requested changes in detail. Within 5 days of receiving a Change Order, Net Ummah will respond with a statement proposing additional fees, changes to delivery dates, and any modification to the Terms and Conditions.

Major Change: If Client requests are at or near 50% percent of the time required to produce Deliverables, or the value of the Scope of Services, Net Ummah shall be entitled to submit a new and separate Proposal to Client for written approval. Net Ummah shall not begin work on the revised services until Net Ummah receives a acknowledgement on the revised Proposal from the Client and any additional fees that may have incurred as a result of the revisement.

Acceptance/Rejection: Client will have 3 days to respond in writing accepting or rejecting the new Proposal. If Client rejects the proposal, Net Ummah will not be obligated to perform any services beyond those in the original Proposal.

Net Ummah’s Delays: Net Ummah shall use all reasonable efforts to meet the milestones delivery schedule. Net Ummah may extend the due date for any Deliverable by giving written notice to Client. The total of all extensions shall not exceed 28 days.

Client Delays: Client shall use all reasonable efforts to provide needed information, materials and approvals. Any delay by Client will result in a day-for-day extension of the due date for all Deliverables. Any delay due to the Client might mean extra fees been applied to the Client.

General Delays: Any delay caused be conditions beyond the reasonable control of the parties shall not be considered a breach and will result in a day-for-day extension. Each party shall use reasonable efforts to notify the other party, in writing, of a delay. Conditions beyond the reasonable control of the parties include but are not limited to, natural disasters, acts of government after the date of agreement, power failure, fire, flood, acts of God, labour disputes, riots, acts of war, terrorism and epidemics.

Testing: Net Ummah will test and correct Deliverables using commercially reasonable efforts before providing Deliverables to Client.

Approval Periods: Client shall, within 3 business days after receiving each Deliverable, notify Net Ummah in writing of any failure to comply with the specification of the Proposal or of any other objections, corrections or changes required. Net Ummah shall, within 2 business days of receiving Clients notification, correct and submit a revised Deliverable to Client. Client shall, within 3 business days of receiving a revised Deliverable, either approve the corrected version or make further changes. If after 3 corrections by Net Ummah, Client finds the Deliverables are not acceptable, Client may terminate this agreement subject to the termination clauses of the agreement. If Client fails to provide approval or comments during any approval period, those Deliverables will be considered approved and accepted. All objections, corrections and changes shall be subject to the terms and conditions of this Agreement.

Client acknowledges that it is responsible for performing the following in a reasonable and timely manner: (a) Provide Client Content in a form suitable for use in the Deliverables without further preparation by Net Ummah, unless otherwise specified in the Proposal; (b) Proofread all Deliverables. Client will be charged for correcting errors after the acceptance of any Deliverable; (c) Make decisions regarding other parties.

Accreditation: Net Ummah shall be entitled to place accreditation, as a hyperlink or otherwise, in the form, size and location as incorporated by Net Ummah in the Deliverables on each page of the Final Deliverables.

Promotion: Net Ummah retains the right to reproduce, publish and display the Deliverables in Net Ummah’s portfolios and websites, in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses.

Promotional Approval: Either party, subject to the other’s reasonable approval, may describe its role in the Project on its website and in other promotional and marketing materials, and, if not expressly objected to, include a link to the other party’s website.

Client’s “Confidential Information” includes information that Net Ummah should reasonably believe to be confidential. Net Ummah’s “Confidential Information” includes the source code of any Net Ummah’s Tools. All material considered confidential by either party shall be designated as confidential. Confidential Information shall not be disclosed to third parties and shall only used as needed to perform this Agreement.

Confidential Information shall not include any information that is already known by the recipient, becomes publicly known through no fault of the recipient, or is received from a third party without a restriction on disclosure.

Independent Contractor: Net Ummah is an independent contractor. Net Ummah shall determine, in its sole discretion, the manner and means by which the Services are accomplished. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. Net Ummah and the work product or Deliverables prepared by Net Ummah shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Client are contractual in nature and are expressly defined by this Agreement.

Design Agents. Net Ummah shall be allowed to use third party’s as independent contractors in connection with the Services (“Design Agents”). Net Ummah shall remain fully responsible for Design Agents’ compliance with this Agreement.

No Exclusivity. This Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by Net Ummah, and Net Ummah shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Net Ummah.

By Client. Client represents and warrants to Net Ummah that: (a) To the best of Client’s knowledge, use of the Client Content does not infringe the rights of any third-party; (b) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials; (c) Client will obtain all necessary and appropriate rights and licenses to grant license to Net Ummah to use Third Party Materials.

By Net Ummah: Net Ummah represents and warranty to Client that: (a) Net Ummah will provide the Services identified in the Proposal in a professional and workmanlike manner; (b) Net Ummah shall secure all necessary rights, title, and interest in and to the Final Deliverables, including Net Ummah Tools, sufficient for Net Ummah to grant the intellectual property rights provided in this Agreement; (c) To the best of Net Ummah’s knowledge, the Deliverables will not violate the rights of any third parties; (d) If Client or third parties modify the Deliverables or use the Deliverables outside of the scope or purpose of this Agreement, all representations and warranties of Designer shall be void.

EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, NET UMMAH MAKES NO WARRANTIES WHATSOEVER. NET UMMAH EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE PROJECT.

By Client: Client shall indemnify Net Ummah from any and all damages, liabilities, costs, losses, expenses or solicitor fees arising out of any claim, demand, or action by a third-party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Net Ummah shall promptly notify Client in writing of any third-party claim or suit. Client shall have the right to fully control the defence and any settlement of such claim or suit.

By Net Ummah: In the case of a third party lawsuit or proceeding based on a claim that Deliverables breach the third party’s intellectual property rights, and it is determined that such infringement has occurred, Net Ummah may at its own expense, replace any infringing content with non-infringing content.

Limitation of Liability. THE SERVICES AND THE WORK PRODUCT OF NET UMMAH ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF NET UMMAH, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (“DESIGNER PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF NET UMMAH. IN NO EVENT SHALL NET UMMAH BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY NET UMMAH, EVEN IF NET UMMAH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Term: This agreement shall begin when both parties sign or agree in writing by way of confirmation and shall continue until all Services are complete and delivered, or until the Agreement is Terminated.

Termination for Cause: Either party may terminate this agreement at any time, on 14 days prior written notice if the other party breaches any of its material responsibilities or obligations under this Agreement and fails to cure that breach during that 14 day period.

Termination for Insolvency: Either party may terminate this agreement at any time, on written notice to the other party, if the other party ceases to conduct business in its normal course; makes an assignment for the benefit of creditors; is liquidated or otherwise dissolved; becomes insolvent; files a petition in bankruptcy; or a receiver, trustee, or custodian is appointed for it.

Termination by Mutual Agreement: This agreement my be terminated by the mutual agreement of the parties.

Termination for Convenience: Either party may terminate this agreement at any time and for any reason on 14 days prior written notice to the other party. If Client terminates the Agreement under this section, Net Ummah shall, at Clients reasonable discretion, complete any work assigned or scheduled during the notice period in accordance with the terms and conditions of this Agreement.

Termination Fees: In the event of termination, Client shall pay Net Ummah for the Services performed through the date of termination in the amount of a prorated portion of the fees due. Client shall pay all Expenses, Fees, and Additional Costs incurred through the date of termination.

Intellectual Property: If Client terminates and on full payment of compensation, Net Ummah grants Client right and title as provided by this Agreement with respect to those Deliverables provided and accepted by Client as of the date of termination.

Confidential Information: On expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and (b) all rights and obligations regarding Confidential Information shall survive.

Login/Password Details: Upon termination of the agreement or the cessation of works, Net Ummah will retain the login/passwords for the backend of clients website(s) for the duration of 2 months only. After which they will be erased permanently from our records. Any requests for these details before that time must be by made by email. Due to the sensitive nature of these details it will be incumbant for both parties to meet in a physical setting and sign an agreement to ensure that such details have been passed over to the client in a secure manner. Such an agreement will include that the client is now responsible for the website(s) and any problems that occur thenafter are the responsibility of the client.

License: Net Ummah grants to Client a non-exclusive, perpetual and worldwide license to use and display the Final Deliverables in accordance with this Agreement. The rights granted to Client are for use of the Final Deliverables in its original form only. Client may not change, create derivative works or extract portions of the Final Deliverables.

Liquidation for unlicensed use: Additional use of any Deliverables by Client outside the scope of the license granted above requires additional fees. Net Ummah shall be entitled to further compensation unless otherwise agreed in writing by both parties. In the event of non-payment, Net Ummah shall be entitled to pursue all remedies under law and equity.

Client Content: Client Content is the exclusive property of the Client. Client grants Net Ummah a non-exclusive, non-transferable license to use, reproduce, modify, display and publish the Client Content solely in connection with Net Ummah’s performance of the Services and limited promotional uses of the Deliverables as authorized in this Agreement.

Preliminary Works. Net Ummah retains all rights in and to all Preliminary Works. Client shall return all Preliminary Works to Net Ummah within thirty (30) days of completion of the Services.

Net Ummah’s Tools. All Net Ummah’s Tools are and shall remain the exclusive property of Net Ummah. Net Ummah grants Client a non-exclusive, non-transferable, perpetual, worldwide license to use the Designer Tools solely to the extent necessary with the Final Deliverables for the Project.

Original files. Original artwork and files remain the exclusive property of Net Ummah. The finished work only includes the Final Deliverable. All work done by Net Ummah prior to the Final Deliverable is the property of Net Ummah. A mutual agreement may be discussed between Net Ummah and the Client to transfer ownership of the original files and artwork to the Client. This in most cases will incur some costs. Typically original files range from £100 to £500. In some cases it can exceed this.

Warranty Period. During the first one month following expiration of this Agreement, Net Ummah shall provide up to 10 hours of Support Services at no additional cost to Client. Support Services means commercially reasonable technical support and assistance to maintain and update the Deliverables, including correcting any errors or Deficiencies. Requests for additional support will be billed on a time and materials basis at Designers standard rate.

Maintenance Period. After the Warranty Period expires and at Client’s option, Net Ummah will provide Support Services for the following months at Net Ummah’s rates specified.

No Enhancements: The services in the Warranty Period and the Maintenance Period do not include enhancements to the Project or other services outside the scope of the Proposal.

During the Maintenance Period, Client may request that Net Ummah develop enhancements to the Deliverables. Net Ummah shall exercise commercially reasonable efforts to prioritize Net Ummah’s resources to create such enhancements. Client understands Net Ummah may have preexisting obligations that may delay requested enhancements. Net Ummah shall provide any enhancements shall be provided on a time and materials basis at Net Ummah’s standard rate.

Alterations. Alteration of any Deliverable is prohibited without the express permission of Net Ummah. Net Ummah will be given the first opportunity to make the required alterations. Unauthorized alterations shall constitute additional use and will be billed accordingly.

Negotiation: Parties agree to attempt to resolve any dispute by negotiation between the parties.

Arbitration/Mediation: If parties are unable to resolve the dispute by negotiation, either party may start mediation and/or binding arbitration in a forum mutually agreed to by the parties.

Litigation: In all other circumstances, the parties specifically consent to the local courts located in the city of Manchester. The parties waive any jurisdictional or venue defenses available to them and further consent to service of process by mail.

Solicitor Fees: The prevailing party shall be entitled to recover its solicitors’ fees and costs in any dispute resolved by binding arbitration or litigation.

Modification/Waiver: Modifications to this Agreement must be in writing and signed by both parties. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.

Notices. All notices under this Agreement shall be given via a link provided in the Proposal PDF or/and email to the Client.

No Assignment. Rights or obligations under this Agreement shall not be transferred, assigned or encumbered without the prior written consent of the other party.

Governing Law. This Agreement shall be governed by the law of land.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Where possible the invalid or unenforceable provision shall be interpreted in such manner as to be effective and valid under applicable law.

Complete Agreement: This Agreement is the entire understanding of the parties and supersedes all prior understandings and documents relating to the subject matter of this Agreement.