Terms and Conditions

1. Scope of the Terms and Conditions (T&C)

1.1 These T&C contain the general conditions for web development, hosting, and content management services provided by NWSWEB LIMITED (hereinafter: "Service Provider").

1.2 The specific contracts between the Service Provider and the clients may contain clauses that partially or entirely contradict or override these T&C. In such cases, the provisions of the specific contract shall prevail; however, for any matters not regulated in the specific contracts, these T&C shall apply.

2. Content of the Services

2.1. Web Development

Custom design, development, and deployment of websites based on the client's specifications.

2.2. Web Hosting and Operations

2.2.1. Provision of a server running the website (hereinafter: "Website") in a hosting center with an appropriate internet connection, and the operation of the server, which includes:

• Procurement, installation, and security configuration of the server if necessary.
• Continuous updating of the software running on the server, especially tracking security updates.
• Regular backup of files, applications, and databases hosted on the server (once a day). The Service Provider retains backups for seven days.
• Restoration based on backups when necessary:
  • Free of charge, if the data loss occurred due to the Service Provider's fault or force majeure;
  • At the Client's request as an ad-hoc support service, at the agreed standard rate.
• Regular monitoring of server performance and capacities, and intervention in problematic cases.

2.2.2. The Service Provider ensures the placement of the Website on the provided server, performs the necessary system installation, configures the database, and ensures the continuous operation, monitoring, and Internet connection.

2.2.3. The core infrastructure of the Website is provided by the CEGWEB 2.0 software framework (hereinafter: "Framework"). The Service Provider typically grants the Client access to the user administration interface of the Framework for content management purposes.

2.3. Content Management

2.3.1. Content management includes the following services:

• Content handling: Placing content provided by the Client on the Website, modifying it, and deleting it upon request.
• Search Engine Optimization (SEO): Continuous review and technical modification of the Website's content to achieve optimal rankings on Google.
• Google Ads Management: Recommendations for ad budget allocation and campaign management.
• Facebook Page Management: Moderation of the connected Facebook page, boosting posts, and managing ads based on client agreement.
• Statistics & Analytics: Preparing regular reports for SEO, AdWords, and Facebook, interpreting them, and presenting them clearly to the Client.
• Online Marketing Analysis: Proposing complex solutions to optimize online presence.

3. Service Level Agreement (SLA)

3.1. The Service Provider undertakes the operation of the Website (Section 2.2) with an annual uptime availability of 99%.

3.2. If the Service Provider fails to provide the service level defined in point 3.1, they must pay the Client twice the proportionate amount of the hosting fee for the downtime period. The Client shall have no other claims against the Service Provider beyond this.

4. Rights and Obligations of the Parties

4.1. General Rights and Obligations

4.1.1. The Service Provider is entitled to reference the following information in its printed, electronic, and other media materials as a reference: the Client's name, the scope of services provided, the name of the Website, a recognizable image of the Website, and the fact and date of the contract. The Service Provider is entitled to place its logo in the footer of the Website with a link to its own website.

4.1.2. The Client undertakes to continuously and promptly provide the Service Provider with the data and information necessary to perform its duties.

4.2. Web Development Services

4.2.1. The Service Provider must complete the ordered Development by the deadline and hand over the completed Website to the Client for testing. The Client must accept the Website and pay the agreed consideration in full according to the payment schedule.

4.2.2. Before starting the Development, the Client must provide all necessary information. Based on this, the Service Provider prepares a detailed specification. Deadlines and fees may change if the Client requests new tasks or features after signing.

4.2.3. If the Client fails to respond to the Service Provider's written inquiries within 3 working days, the Service Provider may consider its proposed solution accepted.

4.2.4. The Client must provide a testing report within 10 working days of receiving the Website for testing. The Service Provider will perform warranty repairs within 10 working days. If no report is received within 10 days, the Development is deemed accepted.

4.3. Web Hosting Services

4.3.1. The Service Provider must provide admin access within 3 working days after the first installment of the hosting fee is paid.

4.3.2. The Service Provider assists with domain registration and email setup. Client-side email configuration on local devices is considered ad-hoc support.

4.3.3. The completed Website may be accessed by a third party for SEO or content management strictly via the Framework's admin interface. Any development requiring source code access can only be performed by the Service Provider.

4.3.4. The Website may only be operated on the server provided by the Service Provider. Upon termination, the Client may save the public HTML content, but the Framework itself cannot be exported or migrated.

4.3.5. The Service Provider reserves the right to modify the Framework's functionalities and determine whether such upgrades are free or subject to an optional fee.

5. Fees and Payment

5.1. Hosting and content management fees are payable in advance according to the agreed frequency. Ad-hoc support is billed in arrears.

5.2. Upon starting the hosting of a new Website, the Service Provider is entitled to issue the invoice for the development.

5.3. All invoices are issued with an 8-day payment term.

5.4. Fees are adjusted annually on February 1st based on the inflation rate for the services sector determined by the Central Statistics Office (CSO) of Ireland, but by a minimum of 2%.

5.5. The Service Provider's liability for direct or indirect damages is strictly capped at the annual hosting fee. Liability for lost data or lost profits is entirely excluded.

6. Late Payment

6.1. In the event of late payment, the Client must pay statutory default interest in accordance with the Irish Late Payment in Commercial Transactions Regulations. Interest becomes due upon settlement of the delayed invoice.

6.2. If the Client is in default, the Service Provider may suspend or restrict the services.

6.2.1. Restrictions will be lifted within 3 working days after the outstanding balance and interest are paid.

6.2.2. A reactivation fee applies, equal to five times the standard ad-hoc support rate.

7. Warranties

7.1.1. The Service Provider warrants to fix programming bugs free of charge for 365 days following the Website's deployment.

7.1.2. The warranty is void if unauthorized persons alter the source code or if the Client violates the usage terms.

7.1.4. A programming bug is defined as an issue causing the Website to malfunction, deviating from the Specification due to the Service Provider's fault (excluding inherited third-party system bugs).

8. Intellectual Property & Copyright (CRITICAL)

8.1. The Parties acknowledge and agree that the Framework (CEGWEB 2.0), the underlying source code, and the physical/cloud servers are the exclusive intellectual and physical property of iFocus Webfejlesztés Kft. (the Technology Partner). NWSWEB LIMITED only licenses the right to use the Framework to provide services to the Client.

8.2. No Ownership Rights: The Client does not acquire any intellectual property rights, licenses, or business secrets regarding the Framework, the source code, or the servers. Furthermore, NWSWEB LIMITED does not have direct access to, or ownership rights over, the underlying source code or the servers.

8.3. iFocus Webfejlesztés Kft. and NWSWEB LIMITED expressly reserve all rights not explicitly granted in the contract.

8.4. Any breach of the intellectual property provisions outlined in this Section will result in a contractual penalty payable by the Client, in addition to liability for any further damages caused.

9. Prohibition of Reverse Engineering

9.1. The Client is strictly prohibited from obtaining, attempting to obtain, modifying, reverse-engineering, decompiling, or translating any source code of the Framework or the Website. The Client may not authorize or encourage any third party to do so.

9.2. The Client undertakes not to bypass or circumvent any security or usage rules built into the server, the Framework, or the Website.

9.3. Any breach of this prohibition triggers immediate contractual penalties and liability for damages.

10. Cooperation and Confidentiality

10.1. Business information provided by the Client constitutes trade secrets; the Service Provider will use this solely to fulfill the contract.

10.2. The Client must treat the Framework and any backend technical details as strict trade secrets.

10.3. The Service Provider may use technical insights gained during the project to troubleshoot, improve the Framework, and develop original works.

11. Liability for Content

11.1. The Service Provider guarantees that content strictly produced by them does not infringe copyrights, mislead the public, or violate the law.

11.2. The Client bears full and exclusive liability for the content published on the Website and connected social media pages. This applies even if the content was uploaded by a third party, automated mechanics, or website visitors.

11.3. The Service Provider has the right to immediately and without warning remove any illegal or dangerous content, or suspend the Website until such content is removed.

12. GDPR Relationship

12.1. The Service Provider acts exclusively as a Data Processor. The Client acts as the Data Controller. The Service Provider will suspend work and notify the Client if an instruction would make them a Data Controller, thereby preventing data breaches.

12.2. The Service Provider provides tools in the admin interface to assist the Client with their GDPR compliance.

13. Force Majeure

13.1. Force Majeure includes server outages beyond the Service Provider's control, natural disasters, fires, acts of terrorism, war, or extreme infrastructural failures.

13.2. The Service Provider is not liable for downtime, data loss, or lost profits caused by Force Majeure events.

13.3. If a Force Majeure event delays performance for more than 1 month, either party may terminate the contract without further legal consequences.

14. Termination

14.1. Obligations regarding copyright (Section 8), reverse engineering (Section 9), and confidentiality (Section 10) remain in full effect even after the termination of the contract.

14.2. Reference rights (Section 4.1.1) also survive termination.

15. Changes to the T&C

15.1. These T&C are published on the Service Provider's website. Past versions will be archived.

15.2. The Service Provider will notify clients of any changes at least 10 working days before they take effect. By continuing to use the services, the Client accepts the new T&C.

15.3. If the changes are materially detrimental, the Client may terminate their contract. If no termination occurs, the new T&C is deemed accepted.

16. Miscellaneous Provisions

16.1. The Service Provider is entitled to use subcontractors and remains responsible for their performance as if it were their own.

16.2. Governing Law and Jurisdiction: Any disputes arising from this contract shall be governed by the laws of the Republic of Ireland. If direct negotiations fail, the Parties submit to the exclusive jurisdiction of the Irish courts.

16.3. No claim arising from the contract may be enforced legally more than 12 months after its basis was discovered or should have been discovered, and in no event later than 3 years after the basis of the claim arose.