TERMS AND CONDITIONS (T&C)

1. General Provisions

These Terms and Conditions (the "Agreement") govern the web development, hosting, search engine optimization (SEO), content management, and digital advertising services provided by NWSWEB LIMITED, a company registered in the Republic of Ireland (Company Registration Number: 807851, Tax Number: 4717950OH), hereinafter referred to as the "Service Provider", to the contracting client, hereinafter referred to as the "Client".

2. Intellectual Property & Framework Licensing

2.1. Framework Ownership: The Parties acknowledge and agree that the core infrastructure of the Website (the "CEGWEB 2.0 Framework"), the underlying source code, and the server infrastructure are the exclusive intellectual and physical property of the Service Provider's technology partner, iFocus Webfejlesztés Kft. NWSWEB LIMITED exclusively licenses the right to use this Framework to provide services to the Client.

2.2. No Transfer of Rights: The Client does not acquire any intellectual property rights, licenses, or business secrets regarding the Framework, the underlying source code, or the servers.

2.3. Strict Prohibition of Reverse Engineering: 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. Breach of this clause will result in an immediate liquidated damages payment of 25,000 (Twenty-Five Thousand Euros) payable by the Client to the Service Provider, without prejudice to the Service Providers right to claim further damages for intellectual property infringement.

3. Financial Terms & Third-Party Costs

3.1. Payment Terms: Monthly service fees are payable in advance according to the agreed billing cycle. All invoices are issued with an 8-day payment term. In the event of late payment, the Client shall be liable for statutory default interest in accordance with the Irish Late Payment in Commercial Transactions Regulations.

3.2. Advertising Budgets (Ad Spend): Service package fees cover management, execution, and consulting strictly. They do not include third-party advertising budgets (e.g., Google Ads, Meta Ads). The Client is solely responsible for funding all advertising accounts directly using their own payment methods. NWSWEB LIMITED does not finance or advance advertising budgets.

3.3. Annual Indexation: Service fees are subject to an annual adjustment on February 1st, based on the inflation rate for the services sector determined by the Central Statistics Office (CSO) of Ireland, with a guaranteed minimum increase of 2%.

3.4. Out-of-Scope Services & Ad-Hoc Requests: Any services, features, functionality, or consulting requested by the Client that fall outside the scope of the originally selected Service Package will be considered out-of-scope. Such requests will be subject to a separate written quotation (via email or formal addendum) and billed at the Service Provider's standard ad-hoc hourly rate or an agreed fixed fee. Upon the Client's written approval (including email confirmation), these additional services shall be incorporated into the project and will be fully governed by these Terms and Conditions.

4. Service Level Agreement (SLA) & Uptime

4.1. Uptime Guarantee: The Service Provider undertakes the operation of the Website with an annual uptime availability target of 99%.

4.2. SLA Penalty Cap: Should the Service Provider fail to provide the agreed service level, they must credit the Client twice the proportionate amount of the hosting fee for the verified downtime period. Under no circumstances shall the maximum penalty payable for downtime exceed 100% of the Client's current monthly service fee.

5. Limitation of Liability

5.1. Exclusion of Indirect Damages: To the maximum extent permitted by applicable Irish law, the Service Provider shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, or business interruption, regardless of the cause of action.

5.2. Cap on Direct Damages: In no event shall the Service Providers total aggregate liability arising out of or related to this Agreement (whether in contract, tort, or otherwise) exceed the total amount paid by the Client to the Service Provider under this Agreement during the three (3) months strictly preceding the event giving rise to the claim.

6. AI Services, Marketing & Third-Party Platforms Disclaimers

6.1. Artificial Intelligence (AI) Content: For service tiers including Generative AI SEO and content creation, all AI-generated content is provided strictly "as is". The Client bears the exclusive responsibility for fact-checking, legal review, and final approval of all AI content before publication. The Service Provider accepts no liability for factual inaccuracies, copyright infringements, or reputational damage arising from AI-generated outputs.

6.2. Search Engine & Platform Volatility: The Service Provider applies industry best practices for SEO and Ad Management but cannot guarantee specific search engine rankings, traffic volumes, or Return on Investment (ROI). The Service Provider is not liable for traffic fluctuations resulting from algorithmic updates by search engines (e.g., Google) or social media platforms (e.g., Meta), nor for the suspension or termination of advertising accounts by these third-party platforms.

7. Acceptable Use Policy (AUP) & Content Liability

7.1. Content Liability: The Client bears full and exclusive liability for all content published on their Website and connected social media channels, regardless of whether the content was uploaded by a third party, automated mechanics, or website visitors.

7.2. Acceptable Use: The Client shall not use the Website or server infrastructure for illegal activities, distributing malware, phishing, cryptocurrency mining, sending unsolicited communications (SPAM), or hosting resource-intensive scripts that compromise server integrity.

7.3. Right to Suspend: The Service Provider reserves the right to immediately suspend or terminate the Website without prior notice or compensation if the Client violates the AUP or hosts illegal or dangerous content.

8. Indemnification

The Client agrees to fully indemnify, defend, and hold harmless NWSWEB LIMITED, its directors, employees, and subcontractors against any claims, damages, liabilities, fines, or legal fees arising from:

• Content provided or approved by the Client that infringes upon third-party intellectual property or copyright laws.
• The Client's failure to comply with applicable data protection laws.
• Any products, services, or advice sold or provided by the Client through the Website.

9. GDPR & Data Processing Agreement (DPA)

9.1. Roles: For the purposes of the General Data Protection Regulation (GDPR), the Client acts exclusively as the Data Controller, and the Service Provider acts as the Data Processor.

9.2. Client Obligations: The Client is exclusively responsible for ensuring GDPR compliance on the front-end of the Website, including obtaining valid end-user consent for tracking technologies via a compliant Cookie Banner and maintaining a legally accurate Privacy Policy.

9.3. Data Breach Notification: In the event of a security breach affecting personal data processed on behalf of the Client, the Service Provider shall notify the Client without undue delay, and no later than 48 hours after becoming aware of the breach.

10. Termination & Offboarding

10.1. Notice Period: After the initial 12-month fixed term, either party may terminate the agreement with a 30-day written notice. The Service Provider may terminate the agreement with a 60-day written notice.

10.2. Data Retention Post-Termination: Upon termination of the contract, the Service Provider will retain the Client's public HTML content and database exports for a maximum of 30 days. After this period, all data will be permanently and irretrievably deleted. The proprietary CEGWEB 2.0 Framework, admin interface, and server configuration cannot be exported, migrated, or provided to the Client under any circumstances.

11. Governing Law & Jurisdiction

11.1. Governing Law: This Agreement and any disputes arising from it shall be governed by and construed in accordance with the laws of the Republic of Ireland.

11.2. Jurisdiction: If direct negotiations fail, the Parties submit to the exclusive jurisdiction of the Irish courts.

11.3. Time Limitation on Claims: No claim arising from this contract may be enforced legally more than 12 months after its basis was discovered or should have been discovered.