Terms and Conditions

It is not necessary for any Client to have signed an acceptance of these Terms and Conditions for them to apply. If a Client accepts a quote, makes a payment for our services, and/or sends a written or electronic instruction to commence work (including by email, messaging application, or project management platform), the Client will be deemed to have satisfied themselves as to the terms applying and to have accepted these Terms and Conditions in full.

Please read these Terms and Conditions carefully. Any purchase or use of our services, and any written or electronic authorization to proceed, implies that you have read and accepted our most recent updated Terms and Conditions at the time of the transaction or authorization to proceed.

These Terms and Conditions apply together with any project quotation, invoice, service order, or signed agreement. In the event of conflict, the terms of a signed agreement or signed service order shall prevail only to the extent of the specific conflict, and all other provisions of these Terms and Conditions shall remain in full force and effect.

Where an invoice, quotation, email, online form, payment request, service notice, or client registration form refers to these Terms and Conditions, the Client’s payment, continued use of the Services, written instruction, electronic instruction, or acceptance of service shall constitute acceptance of these Terms and Conditions, including any hosting-only limitations, third-party software exclusions, liability limitations, and service scope definitions stated herein, unless a signed agreement expressly provides otherwise.

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Service after those revisions become effective, the Client agrees to be bound by the revised terms. If you do not agree to the new terms, you must stop using the services.

For existing subscriptions, updated terms shall apply prospectively after notice is provided through the NetizenWorks website, email, invoice notice, client portal notice, or other reasonable written or electronic notice. Continued use of the Services, continued hosting, continued subscription, or payment after the effective date of the updated terms shall constitute acceptance of the updated terms, subject to applicable law and any signed agreement that expressly provides otherwise.

Charges for services to be provided by NetizenWorks are defined in the project quotation, invoice, email, or any other written communication sent to the Client. Quotations, invoices, rates, discounts, and special pricing arrangements are valid for a period of fifteen (15) calendar days unless otherwise expressly stated in writing. NetizenWorks reserves the right to alter, withdraw, or decline to honor any quotation, invoice, discount, special rate, or pricing arrangement after the expiry of such period or in the event of late or non-payment.

Any discounted rate, retained rate, promotional rate, or special pricing accommodation extended by NetizenWorks, including those stated to apply until a future date, is strictly conditional upon full and timely payment of each applicable invoice on or before its due date. If the Client fails to pay on time, such special pricing shall automatically cease, and NetizenWorks reserves the right to apply its current standard rates to the unpaid invoice and to all succeeding billing periods.

Unless agreed otherwise with the Client, all services require an initial payment as noted on the quotation (depending on which option is selected) before the work is supplied to the Client for review. Payment for services is due by bank transfer or PayPal. Payment details and other payment options will be made available on invoices and quotations or through emails.

A. Deferred Payment Arrangement; Authorization to Proceed by Electronic Communication
NetizenWorks may, at its sole discretion, commence work, reserve schedule slots, or perform preliminary services before receipt of the initial payment or down payment ("Deferred Payment Arrangement").

A Deferred Payment Arrangement is only valid if the Client sends a formal written or electronic authorization to proceed (including via email, messaging application, or project management platform) clearly instructing NetizenWorks to commence work. Such authorization shall be deemed valid and binding and shall constitute proof of engagement and authorization to bill for work performed.

Any commencement of work by NetizenWorks prior to payment shall not be construed as a waiver of the Client's payment obligations, nor a waiver of NetizenWorks' rights under this Agreement or applicable law.

If the Client fails to pay the agreed initial payment/down payment within thirty (30) calendar days from the date of engagement, NetizenWorks may immediately suspend work, reassign project schedules, delay delivery timelines, and/or impose applicable fees, surcharges, and recovery costs as permitted by this Agreement and applicable law.

Where project delay is caused by the Client's non-payment and/or failure to provide required content, feedback, approvals, or access, the Client remains liable for completed work, reserved production time, and applicable surcharges. Unless otherwise stated in writing, a delay of more than thirty (30) calendar days from the agreed payment date or from NetizenWorks' written demand may be treated as a material breach, without prejudice to NetizenWorks' right to pursue contractual and legal remedies.

Web Design & Development
Web design and development projects require extensive resources, consume our time, and incur internal expenses. Therefore once a payment or deposit is made, it is non-refundable. Payments for custom design projects (i.e. custom logo designs and branding projects, full website designs, individual page mockups, and smaller design components within a website, etc.) and custom development projects (i.e. WordPress CMS custom development, WordPress Plugin custom development, etc.) are made to us in increments as a courtesy to the client as well as discounted for those who agree to pay in full, but if a project gets canceled, delayed or postponed by the client, then all payments made will be retained by NetizenWorks and if applicable, an additional cost will be charged to the client for all work completed beyond what was already paid for shall be paid by the client. All projects that are completed as defined as the scope of the work are non-refundable.

Subscriptions - Hosting and Maintenance
The monthly payments paid to NetizenWorks are for subscriptions, which may include hosting, website maintenance, security, and updates only to the extent expressly stated in the applicable quotation, invoice, service order, plan description, or written agreement. All subscription payments whether present or past months are non-refundable. Subscriptions paid in advance, (e.g. one to two years in advance prepaid) are non-refundable. Web hosting accounts are set up from the date of your order and are allotted a limited amount of server resources depending on the plan you purchased. If the client opens a hosting account or starts a project but does not use it, payment will still be due. Subscription billing cycles continue until a cancellation notice is received in writing from the client. Unless otherwise provided, you agree that until and unless you notify NetizenWorks Web Design of your desire to cancel the subscription, you will be billed on an automatically recurring basis to prevent any disruption to your Services, using your credit card or other billing information with us.

NetizenWorks Web Design is not responsible for transferring websites to and from NetizenWorks's Web Design's web servers and reserves the right to charge for any web hosting transfer requests.

Payment Corrections
In the event that a payment is made in error, NetizenWorks does not issue refunds. Instead, the payment will be converted into a credit on the client's account. This credit can be applied towards any future services offered by NetizenWorks, such as web design, ongoing subscriptions, graphic design, virtual assistance, copywriting, and more.

Credit Terms:

Expiration: Credits are valid for 6 months from the date they are applied to the client's account. If the client has an active month-to-month subscription, the credit will automatically be used towards the next subscription payment due.
Transferability: Credits may be transferred to another NetizenWorks client's account. Clients wishing to transfer credits must provide a written request specifying the recipient's account details.

Support:
Any reference to “support” in relation to hosting services means ordinary hosting/customer support only, such as billing coordination, account coordination, access coordination, hosting availability checks, IP/credential coordination where available, and hosting-level resource upgrade coordination. It does not mean application-level support, software support, server administration, database work, or internal server troubleshooting unless expressly agreed in writing.

NetizenWorks does not guarantee the SEO performance of websites in terms of the Website's visits, impressions, and clicks on search engines and NetizenWorks does not guarantee generic and organic visits and impressions from other traffic sources.
NetizenWorks does not guarantee any inquiries to be received from the website. The receipt of inquiries is dependent on the website's visitors.
Advertising using social media and Google Ads to generate traffic is encouraged.

NetizenWorks will provide the Client with an opportunity to review the appearance and content of the website or work during the design phase to help aim it in the correct direction. To ensure efficient use of time and resources, communications and meetings regarding project reviews will primarily be conducted through online platforms (e.g., video calls, email, and project management tools). Clients are encouraged to utilize these digital communication tools to expedite project processes and maintain effective collaboration, taking advantage of benefits such as increased flexibility and quicker scheduling.

In-person meetings are limited and may incur additional charges, including but not limited to travel expenses. Clients requesting in-person meetings must provide at least 96 hours of advance notice. Such meetings will only be scheduled if deemed necessary by NetizenWorks and based on the availability of both parties.

At the completion of the project, such materials will be deemed to be accepted and approved unless the Client notifies NetizenWorks otherwise within ten (10) days of the date the work or project is made available to the Client.

NetizenWorks will install and publicly post or supply the Client's website by the date specified in the project proposal, or at date agreed with Client upon NetizenWorks receiving initial payment, or upon a valid Deferred Payment Arrangement and Authorization to Proceed under Clause 3A, unless a delay is specifically requested by the Client and agreed by NetizenWorks, or requested by NetizenWorks and agreed by the Client. In return, the Client agrees to delegate a single individual as a primary contact to aid NetizenWorks with progressing the project development in a satisfactory and expedient manner. During the project, NetizenWorks will require the Client to provide the necessary website content; text, images, movies, and sound files. Client agrees to submit all required revisions and have the website published 30 days after NetizenWorks' submission of the first draft to avoid Client's neglect of website development.

Clients are entitled to download an offline copy of their website only upon the successful turnover of the project and full payment of all outstanding balances. This ensures that all contractual obligations are met before the client gains full access to the website files.

When adding new text and/or content to a page the client is responsible for providing all text (in digital format) and images/photos.

NetizenWorks is committed to delivering web design projects on time and maintaining efficient workflows. To achieve this, we carefully schedule our work and, on occasion, may decline other offers or inquiries to ensure your project is completed as arranged. This underscores the importance of receiving all necessary information from you in advance.

In the event that progress on your website is hindered due to the unavailability of the required information within the agreed timeframe, it impacts not only the specific project but also our overall scheduling and efficiency.

Surcharges for Delays:

Initial Content Delay: If the initial required content is not provided within two weeks of project commencement, a surcharge of 15% per week will be applied to the project's total cost until the required information is received.
Response and Revision Delays: Following the submission of any drafts (first draft, second draft, etc.), a lack of responsiveness or progress in providing feedback or required modifications will incur a surcharge of 25% per week. This surcharge is activated by delays post any draft submission and accrues weekly until we receive the necessary feedback or revisions.
Project Closure: In cases where the absence of requested information or responses to drafts significantly obstructs project progress, we reserve the right to close the project. Consequently, the remaining balance becomes payable immediately.

Content Submission Guidelines: Please submit all text content in a Microsoft Word document, email, or similar format, with the document's pages reflecting the content of the relevant pages on your website.

Acceptance of Terms: By engaging NetizenWorks for your web design project, you acknowledge and agree to these terms, including the surcharge policy. Our aim is to ensure that project milestones are met efficiently through collaborative effort, and we value your cooperation and understanding in this regard.

Invoices will be provided by NetizenWorks for payment, typically sent via email and payable through PayPal or bank transfer. Invoices are due upon receipt unless a grace period is specified. The Client must send proof of payment, such as a screenshot of an online banking transaction or a photo/scan of deposit slips. Payments without proof will not be recognized, and the Client's account with NetizenWorks will be considered unpaid.

For check transactions, NetizenWorks does not offer a standard check pickup service. In exceptional cases where a physical pickup is requested and explicitly approved by NetizenWorks, a strict check pickup fee of PHP 2,000 per transaction will be applied due to the high logistical cost of this service. This fee is waived for initial one-time payments for website development and may be waived by NetizenWorks for other purposes. Clients are highly encouraged to opt for online bank transfers, direct bank deposits, or annual billing to completely avoid this fee. NetizenWorks will send official receipts via courier for bank transfers or check deposits.

Client acknowledges and agrees that quoted project and service pricing may include referral, partner, channel, or agency commissions and related commercial acquisition costs, and acceptance of any quote constitutes acceptance of this pricing structure.

Client agrees to reimburse NetizenWorks for any additional expenses necessary for the completion of the work as the Client instructs. Examples would be the purchase of special fonts, stock photography, etc.

NetizenWorks makes every effort to ensure websites are designed to be viewed by the majority of visitors. Websites are designed to work with the most popular current browsers (e.g. Firefox, Internet Explorer, Google Chrome, etc.). Client agrees that NetizenWorks cannot guarantee correct functionality with all browser software across different operating systems.

NetizenWorks cannot accept responsibility for web pages that do not display acceptably in new versions of browsers released after the website has been designed and handed over to the Client. As such, NetizenWorks reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software.

Accounts unpaid twenty-eight (28) days after the date of invoice will be considered in default. For subscriptions, NetizenWorks charges a month in advance for services rendered. The following actions will be taken in the event of default:

Late Payment Fees: A late payment fee of 5% will be charged on balances that remain unpaid 12 days after the due date. We may extend grace periods for varying cases. To accommodate clients with specific payment processing requirements, such as those involving bureaucratic approval or executive signatures, NetizenWorks may adjust the billing cycle and due dates. This adjustment can be made to advance the invoice issue date by a number of days to better align with the client's internal payment processes, thereby helping to ensure timely payments and avoid late fees.
Notice and Deactivation - If a website or a server remains unpaid for more than 28 days, the account's assets will be deactivated and inaccessible to the public. A reactivation fee of PHP 3,900 will apply to restore the site. (This fee can be waived if the client opts in for an annual subscription or more.) NetizenWorks retains the right to display a notice of website deactivation on the website, including the reasons for the deactivation, particularly in cases of extended non-payment (up to 60 days or more). In some cases, we may also leave it accessible to the public with disabled contact forms, hidden contact details, and advertisements with Google Ads.
Transparency - As a last resort, if the account is in default for up to 2 months or more and the Client remains non-responsive, we may display on the deactivated website that the account has outstanding invoices to encourage prompt settlement.
Reactivation Fee Waiver - If the client is currently on a month-to-month billing, the reactivation fee may be offered by NetizenWorks to be waived if the Client switches to annual billing or more, paying for a year's worth of subscription.
Data Removal - If the Client in default maintains any information or files on NetizenWorks's Servers and Webspace, NetizenWorks will, at its discretion, remove all such material from its web space. Although we will keep archives and records of client data for up to 6 months or more, NetizenWorks is not responsible for any loss of data incurred due to the removal of the service. Removal of such material does not relieve the Client of the obligation to pay any outstanding charges assessed to the Client's account.
Extended Hosting Option: If the client becomes unresponsive, NetizenWorks may continue to host the site and make it available to the public for up to 24 months as a business continuity measure. This option will be invoked following multiple documented attempts to contact the client and resolve the outstanding balance. Clients will have the option to opt out of this service to ensure data privacy. Continuing to host the site does not exempt the client from accruing hosting costs, which will be billed at a negotiated rate. This extended hosting will be subject to periodic reviews and can be discontinued if the client re-engages or the outstanding balance is settled. For avoidance of doubt, this Extended Hosting Option applies primarily to delinquent or non-responsive accounts in default and is separate from the Optional Public Continuity Mode after deactivation or unsubscription under Clause 14 A.
NetizenWorks needs timely payments to ensure our smooth business operations. We encourage you to settle your balances as soon as possible to avoid the reactivation fee and ensure continuous service without interruptions.

The Client fully understands and agrees that NetizenWorks will be the exclusive host and maintenance manager of the website that NetizenWorks is commissioned to be designed and developed by the Client for a minimum of 12 months. Additionally, our SEO (the "Search Engine Optimization") services may require the client's website to be hosted on our server for 6 months to help achieve the desired SEO performance.

A. Exclusivity and Non-Duplication During Engagement
While actively engaged with NetizenWorks for a website and related identity services, the Client shall not commission, publish, or maintain another website, landing page, or materially similar digital property with the same business identity, offerings, or purpose through another provider without NetizenWorks' prior written consent, even if a different domain name is used.

Any unauthorized duplicate website or parallel deployment for the same purpose constitutes a material breach of this Agreement. Upon written notice from NetizenWorks, the Client must, within five (5) business days, either (a) take down the duplicate property, or (b) regularize the setup under terms approved in writing by NetizenWorks.

If NetizenWorks permits parallel same-purpose properties, NetizenWorks may charge a Concurrent Website Management Fee to cover additional operational and brand-governance overhead. Failure to comply may result in suspension, discontinuance, or termination of Services, without prejudice to collection of unpaid balances and applicable fees.

Hosting, Server Infrastructure, and Hosting-Only Services
Hosting support is limited to hosting, billing, access, availability checks, and approved hosting-level actions. Hosting does not include application maintenance, software support, database administration, command-line work, server administration, dashboard repair, or internal server/application troubleshooting unless expressly agreed in writing.

After the minimum 12-month or 24-month period (depending on prescription) of the required website hosting exclusivity, termination of services by the Client may be requested through our termination form.

Formal Termination Request: To officially terminate their subscription, clients must submit a formal request through NetizenWorks's designated unsubscribe form. This form will require clients to verify their identity and confirm their intent to terminate the services. All hosting services will cease following the effective date of termination, and the client will be responsible for any outstanding balances due at that time. This process ensures that termination is handled in an orderly and verifiable manner, protecting both the client's interests and those of NetizenWorks.
The Client will be invoiced for work completed to the date of first notice of cancellation for payment in full within thirty (30) days. Upon Termination, NetizenWorks excludes itself, its Employees and/or agents, or 3rd-party associates from all and any liability from: Loss or damage caused by technical errors due to plugins and systems not updated, since they are no longer covered by the subscription whereas NetizenWorks no longer has access and responsibility with the website turned over to the Client. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, indemnity and limitations of liability. Upon termination, the Client agrees that NetizenWorks is no longer under obligation for support or development to the Client in relation to past rendered services. Upon termination, the client understands that NetizenWorks is not liable or responsible for ensuring that the developed website would work on other 3rd-party platforms, servers, or hosting companies. NetizenWorks offers services to assist or attempt to make the website function or operate on a non-NetizenWorks-operated platform or server at NetizenWorks' discretion or for a fee to be billed to the client.

A. Optional Public Continuity Mode After Deactivation or Unsubscription
If deactivation or unsubscription is requested by the Client, NetizenWorks may, at its sole discretion, keep the website publicly accessible in a limited functionality mode as a business continuity measure, at no hosting charge to the Client for such limited mode, unless otherwise agreed in writing.

Under limited functionality mode, NetizenWorks may disable or hide contact forms, inquiry forms, chat widgets, phone numbers, email addresses, call-to-action buttons, maps, and other lead generation or contact details. NetizenWorks may also display a notice that the website is in limited or archived mode.

The Client may opt out of this limited functionality mode in writing. Upon receipt of a valid opt-out request, NetizenWorks may fully deactivate public access within a reasonable period.

If the Client terminates the subscription and/or migrates to another provider or platform, and the website originally developed by NetizenWorks is no longer used as the Client's active official website, NetizenWorks reserves the right to keep an archived or dormant copy hidden but publicly accessible on an alternate domain or subdomain controlled by NetizenWorks solely for portfolio, design credit, and historical showcase purposes. Where reasonably practicable, NetizenWorks will include a clear notice that such archived or dormant website is not the Client's current official website.

If limited functionality mode remains active for more than twelve (12) months from deactivation or unsubscription, NetizenWorks may, with prior written notice to the Client's last known contact email, display third-party advertisements or monetization elements on the publicly accessible archived website, unless the Client previously opted out in writing.

For avoidance of doubt, this clause does not transfer ownership of the Client's website content to NetizenWorks, and NetizenWorks makes no guarantee on uptime, security, compatibility, or performance of any website kept in limited functionality mode after deactivation or unsubscription.

B. Right to Suspend, Refuse, or Discontinue Work
NetizenWorks reserves the right, at its sole discretion and subject to applicable law, to suspend, refuse, or discontinue work with any Client for legitimate business reasons, including but not limited to non-payment, abusive conduct, repeated delays, unlawful requests, security risks, unauthorized access attempts, or material breach of this Agreement.

Where reasonably practicable, NetizenWorks will provide written notice of suspension or discontinuance and, where applicable, an opportunity to cure the breach within a stated period. This right is without prejudice to NetizenWorks' right to collect unpaid balances, charge applicable fees, and pursue legal remedies.

C. Post-Termination Transfer and Performance Disclaimer
Where the Client terminates Services, migrates to a third-party provider, or requests a copy/turnover of the website, the Client acknowledges and agrees that NetizenWorks is no longer responsible or liable for post-transition outcomes, including but not limited to: (i) website performance (speed, responsiveness, mobile behavior, UX), (ii) SEO performance (rankings, visibility, traffic, leads, conversions), (iii) compatibility with third-party hosting/server environments, (iv) plugin operation, updates, and license continuity for third-party/premium plugins licensed under NetizenWorks accounts, (v) security posture, malware prevention, firewalling, login protection, and related hardening, (vi) CDN-based performance/security protections, and (vii) anti-spam protections for forms, comments, and inquiries.

The Client further acknowledges that NetizenWorks hosting and service environment may include proprietary configurations, tools, and integrations that are not transferred by default and may not be replicated by third-party providers. Any degradation, malfunction, downtime, traffic loss, security incident, spam increase, or related business impact occurring after transition shall be outside NetizenWorks scope of responsibility, unless otherwise expressly agreed in writing.

All NetizenWorks services may be used for lawful purposes only. You agree to indemnify and hold NetizenWorks harmless from any claims resulting from your use of our service that damages you or any other party.

The Client retains the copyright to data, files, and graphic logos provided by the Client, and grants NetizenWorks the rights to publish and use such material for the website. The Client must obtain permission and rights to use any information or files that are copyrighted by a third party. The Client is further responsible for granting NetizenWorks permission and rights for use of the same and agrees to indemnify and hold harmless NetizenWorks from any and all claims resulting from the Client's negligence or inability to obtain proper copyright permissions. A contract for website design and/or placement shall be regarded as a guarantee by the Client to NetizenWorks that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested.

Unless otherwise specified in the project quotation, this Agreement assumes that any text will be provided by the Client in electronic format (ASCII text files delivered via email, DropBox, our forms, or via e-mail or FTP) and that all photographs and other graphics will be provided in high-quality print suitable for quality display or electronically in .gif, .jpeg, .png or .tiff format.

A. Storage and Media Upload Policy
To maintain website performance, backup efficiency, and server stability, the Client agrees to comply with NetizenWorks' media and storage policies.

Image Files. Images uploaded to the website should be web-optimized and, where reasonably possible, provided in WebP format. Unless otherwise approved in writing due to design or technical requirements, individual image files should not exceed 512 KB each after compression.

Video Files. Direct storage or hosting of video files on NetizenWorks-managed server space is not allowed under standard hosting plans. Clients must use third-party video platforms (e.g., YouTube, Vimeo, or equivalent) for video delivery, unless the Client purchases a separate video hosting/storage service from NetizenWorks.

NetizenWorks reserves the right to request replacement, compression, conversion, removal, or offloading of files that exceed storage limits or negatively impact server performance, backups, or security.

The Client agrees that NetizenWorks is credited for the website hosting and, where applicable, for the design and development work performed by NetizenWorks, whether or not other parties also contributed to the website.
The client agrees that NetizenWorks may showcase the work performed for the Client on various platforms, including but not limited to:
Client's Website: A credit link, which may include a small graphic or text, will appear at the bottom of the Client's website. This link will direct to a URL chosen by NetizenWorks, which may include our website: https://netizenworks.com. If a graphic is used, it will be designed to fit with the overall site design.
Portfolio Page: The Client agrees that the website design and development project may be featured on the NetizenWorks portfolio page. This will include a description of the work performed and the results achieved.
Social Media: NetizenWorks may showcase the work and results on its social media profiles, including Facebook, LinkedIn, Instagram, Twitter, and others, providing exposure to the successful partnership.
Case Studies and Blog Posts: Detailed case studies and blog posts may be published on the NetizenWorks website and other online platforms, illustrating the process, strategies employed, and outcomes of the web design services provided.
Marketing Materials: NetizenWorks may include the Client's project in its marketing materials, including brochures, presentations, and other promotional content.
Hidden Web Page: A hidden web page may be included in the Client's website that credits NetizenWorks and explains the work commissioned by the Client.
Hosting: For websites not designed by NetizenWorks but hosted on our infrastructure, the footer credit will specify that NetizenWorks is the host rather than the designer of the website.
Execution of Edits: NetizenWorks may implement this footer credit without prior notice to the Client. However, should the Client request the removal of the footer credit, NetizenWorks will evaluate the request and may accommodate it based on the terms of the hosting agreement.
Unused Website Projects: In cases where the Client decides not to use or publish the website, NetizenWorks reserves the right to showcase the website in a domain we may acquire or a subdomain we currently own, for portfolio purposes. This is in the interest of NetizenWorks design credit and to showcase our work to potential clients. We will include a disclaimer on the showcased website stating that it is not the official website and provide redirect links to the true one if it exists. This policy also applies if the Client is no longer using the website we designed for them.
The Client also agrees that these credits may be used for promotional purposes by NetizenWorks. This visibility helps demonstrate the quality and effectiveness of our services, ultimately benefiting both parties.

NetizenWorks may request feedback from the Client regarding our services. Any provided feedback may be utilized on our website and in promotional materials. Furthermore, if the Client has established a Google account for our use during the web development phase, NetizenWorks retains the right to publish the client's provided feedback as a review of our services in the Client's Google account, under the Client's business name, contributing to our Google account business listing. This practice extends to other platforms, including but not limited to Facebook, LinkedIn, etc.

The Client agrees that NetizenWorks may use the text, full-names, images of people, and graphics materials provided by the Client and records of communication and correspondences, both verbal, written, and online for use as a testimonial or a review, solely for the services provided by NetizenWorks to the client. Such testimonials or reviews may appear, as agreed by the Client, on the NetizenWorks Site, or their social media platforms or any other online publication, or in print and non-print media: including, but not limited to, company profiles, promotional flyers/brochures, billboards, and Television/Radio/Film advertisements.

If the Client's website is to be installed on a third-party server, NetizenWorks must be granted temporary read/write access to the Client's storage directories, which must be accessible via FTP. Depending on the specific nature of the project, other resources might also need to be configured on the server.

In cases where the Client requests administrative access to the website, including the ability to edit plugins or other critical components, NetizenWorks requires the following:

Notarized Legal Document (Quitclaim) - The Client must provide a notarized legal document (quitclaim) that absolves NetizenWorks from any consequences arising from the granting of administrative access. This document must acknowledge that the Client understands the risks associated with granting such access and agrees to hold NetizenWorks harmless for any issues that may arise.
Settlement of Outstanding Balances and Fees - Before providing administrative access or a copy of the website, all outstanding balances, fees, and invoices related to the request must be settled in full.
Limited Access Policy - NetizenWorks reserves the right to provide only limited access to the website, even if administrative access is requested. Limited access may include access to specific areas or functionalities of the website deemed necessary for the Client's needs, while maintaining overall control and security of the website.
Failure to comply with these requirements may result in a delay or denial of the requested access. NetizenWorks prioritizes the security and integrity of the websites we manage and will take all necessary precautions to protect against unauthorized access or misuse.

The Client acknowledges that the transfer/quitclaim acknowledgment may contain a more detailed enumeration of the same post-termination risks, limitations, and liability exclusions stated in these Terms, including risks relating to hosting migration, plugin licenses, SEO, performance, security, CDN, anti-spam protection, and data responsibility.

Before release of any website copy, access package, or turnover credentials, the Client must execute NetizenWorks transfer/quitclaim acknowledgment confirming the post-termination limitations and liability exclusions stated in these Terms.

Where access is provided to NetizenWorks for a server, VPS, dashboard, application, database, or third-party system not developed and maintained by NetizenWorks, such access shall be treated as limited access for the specific approved purpose only. Access to root, SSH, control panel, dashboard, database, or administrative credentials shall not, by itself, make NetizenWorks responsible for the server contents, application behavior, database, source code, service configuration, security posture, backups, uptime of internal services, or technical maintenance of the system.

The Client acknowledges that granting or requesting access does not expand NetizenWorks’ scope unless a written scope of work expressly states the specific technical services to be performed.

NetizenWorks cannot accept responsibility for any alterations caused by a third party occurring to the Client's pages once installed. Such alterations include, but are not limited to additions, modifications, or deletions.

Due to the continuous increase in operational costs, the cost of third-party services availed by NetizenWorks to deliver the services availed by the Client, inflation, and the potential workload increase caused by the Client's organic growth in website traffic. NetizenWorks reserves the right and shall be entitled to increase the pricing of their packages and Subscription Fees at the start of each Renewal Period and upon 30 days prior notice to the Customer.

These Terms and Conditions supersede all previous representations, understandings, or agreements. The Client's signature on this document or payment by the Client to NetizenWorks constitutes agreement to and acceptance of these Terms and Conditions.

NetizenWorks hereby excludes itself, its Employees and or Agents from all and any liability from:

Loss or damage caused by any inaccuracy, omission, delay or error, whether the result of negligence or other cause in the production of the website;
Loss or damage to clients' artwork/photos, supplied for the site. Immaterial whether the loss or damage results from negligence or otherwise.
Loss or damage caused by 3rd-party software, plugins, or applications.
Loss or damage caused by 3rd-party personnel when granted access to the website.
Loss or damage caused by changing website access credentials to a weak password.
Loss or damage caused by technical flaws out of NetizenWorks' control including unforeseen system vulnerabilities of 3rd-party servers, software, and plugins.

For server hosting, VPS hosting, cloud server hosting, or hosting of third-party applications, NetizenWorks shall not be liable for any loss, damage, downtime, business interruption, data loss, corruption, application malfunction, failed login, dashboard error, service failure, resource exhaustion, memory spike, CPU spike, database issue, software defect, expired license, security vulnerability, or operational impact caused by:

1. Third-party software, vendor systems, or client-supplied applications
2. Application code, runtime settings, database behavior, or service configuration
3. Client, vendor, user, or third-party actions or omissions
4. Lack of manuals, runbooks, credentials, backups, warranty path, or handover documentation
5. Resource consumption, traffic spikes, software bugs, memory leaks, uncapped processes, or application demand
6. Commands, restarts, configuration changes, or technical actions authorized or instructed by the Client or its vendor
7. Failure of the Client or vendor to maintain the software, database, application, or internal server services
8. Matters outside NetizenWorks’ expressly agreed scope of work

NetizenWorks shall not be liable for consequential, indirect, special, exemplary, punitive, incidental, reputational, regulatory, operational, business interruption, lost profit, lost revenue, lost opportunity, lost data, or third-party claim damages to the fullest extent allowed by applicable law.

Any voluntary, limited, emergency, diagnostic, or accommodation assistance provided by NetizenWorks outside its stated scope shall not expand NetizenWorks’ obligations, waive these limitations, or create an ongoing duty to provide similar assistance in the future.

The entire liability of NetizenWorks to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen.

In the event any one or more of the provisions of this Agreement shall be held to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall be unimpaired and the Agreement shall not be void for this reason alone. Such invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal, and enforceable provision, which comes closest to the intention of the parties underlying the invalid. NetizenWorks reserves the right to refuse the continuation of subscription service to Client whenever it is deemed fit or when provisions of this Agreement have been breached.

This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.

Any dispute, claim, or controversy arising out of or relating to this Agreement, the Services, or the relationship between NetizenWorks and the Client shall be filed exclusively in the proper courts of Quezon City, Metro Manila, Philippines, to the exclusion of all other venues, except where a different venue is mandatorily required by applicable law, rules, or regulations.

The Client and NetizenWorks expressly agree to the foregoing venue as a material part of this Agreement.

NetizenWorks may collect, receive, access, store, use, process, and, where necessary for service delivery, share personal information and account-related information (including but not limited to names, email addresses, phone numbers, billing details, website credentials, hosting credentials, and project files) for legitimate business purposes related to the provision, administration, security, support, billing, maintenance, and improvement of the Services.

By engaging NetizenWorks, submitting forms, sending files or credentials, or otherwise providing personal information in connection with the Services, the Client represents that they are authorized to provide such information and consents, where consent is the applicable legal basis, to the processing of such information for the purposes stated in this Agreement, subject to applicable law.

NetizenWorks shall implement reasonable and appropriate organizational, physical, and technical measures to protect personal information against unauthorized access, disclosure, alteration, misuse, or destruction, taking into account the nature of the information and the risks involved.

NetizenWorks may retain records, communications, and project-related information for operational, legal, accounting, evidentiary, backup, and security purposes for a commercially reasonable period, unless a longer retention period is required or permitted by applicable law.

Where required by applicable law, NetizenWorks shall process personal information in accordance with the Philippine Data Privacy Act of 2012 (Republic Act No. 10173), its implementing rules and regulations, and issuances of the National Privacy Commission.

NetizenWorks shall not be liable for any delay, interruption, failure to perform, or non-performance of any obligation under this Agreement to the extent caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, floods, typhoons, earthquakes, fire, war, terrorism, civil unrest, labor disputes, pandemics, epidemics, governmental actions, power outages, internet or telecommunications failures, ISP or hosting provider outages, cyberattacks, system-wide software vulnerabilities, or failures of third-party platforms, services, or infrastructure.

If a force majeure event occurs, NetizenWorks shall use commercially reasonable efforts to mitigate the effects of the event and resume performance as soon as reasonably practicable. NetizenWorks may extend timelines, reschedule deliverables, suspend affected services, or modify implementation schedules as reasonably necessary due to the force majeure event.

Force majeure shall not automatically extinguish the Client's obligation to pay for services already rendered, completed work, reimbursable expenses incurred, or subscription periods already billed prior to the occurrence of the force majeure event, unless otherwise required by applicable law or expressly agreed in writing.

If the force majeure event continues for an extended period and materially prevents performance, either party may request in writing a good-faith discussion to reschedule, suspend, reduce scope, or terminate the affected services, without prejudice to accrued rights and obligations.

A. Hosting-Only Scope

Where NetizenWorks provides server hosting, VPS hosting, cloud server hosting, droplet hosting, infrastructure hosting, or similar hosting services for a server, dashboard, application, system, or platform not developed and maintained by NetizenWorks, the service is strictly limited to hosting unless a separate written agreement expressly provides otherwise.

Hosting-only services may include, as applicable:

Hosting account and billing coordination
Provision or coordination of the server IP address
Provision or coordination of root or administrative credentials available to NetizenWorks
Hosting-level availability checks
Hosting-level restart or power action only upon written authorization and risk acknowledgment
Hosting resource upgrade or downgrade processing upon written approval
Communication with the hosting infrastructure provider where necessary for infrastructure-level matters

Hosting-only services do not include management, repair, troubleshooting, optimization, or support of the software, application, database, dashboard, operating system configuration, source code, runtime environment, service configuration, login system, API, third-party integration, vendor platform, or any component running inside the server.

B. No Managed Server Administration Unless Expressly Agreed

NetizenWorks is not a managed server administrator, system administrator, database administrator, DevOps provider, application maintainer, software vendor, cybersecurity provider, or emergency technical support provider for any server or application unless expressly stated in a separate signed agreement, signed service order, or written scope of work accepted by NetizenWorks.

Unless expressly included in a written scope, NetizenWorks does not perform or accept responsibility for:

Linux or operating system administration
Systemd or service configuration
Java, JVM, PHP, Node.js, Python, or other runtime configuration
Application startup scripts
Application restarts or graceful shutdowns
Database administration, including MySQL, MariaDB, PostgreSQL, Redis, or similar services
Database backup, restore, repair, optimization, indexing, migration, or corruption recovery
Server log analysis
Firewall, SSH, cron, package, kernel, or OS-level configuration
Source-code debugging or deployment
API, CAPTCHA, login, dashboard, or business logic troubleshooting
Memory, CPU, disk, or process-level optimization
Security hardening, malware removal, incident response, penetration testing, or vulnerability remediation
Disaster recovery planning or execution
Vendor warranty claims or software support coordination unless separately engaged

Any limited assistance provided by NetizenWorks, including checking a graph, viewing server monitoring, logging in, running a read-only command, taking screenshots, or relaying information, shall not be considered acceptance of managed server administration, application maintenance, software support, or any expanded scope of responsibility.

C. Third-Party Software and Client-Supplied Applications

The Client acknowledges that servers may contain software, dashboards, databases, services, scripts, integrations, or applications supplied, developed, installed, configured, or maintained by the Client, a prior vendor, a software supplier, or another third party.

NetizenWorks is not responsible for any defect, malfunction, outage, data loss, corruption, incompatibility, performance issue, login issue, application crash, service failure, software bug, expired license, unsupported version, misconfiguration, security vulnerability, warranty claim, or support issue relating to third-party software, client-supplied applications, vendor systems, or any software component not developed and maintained by NetizenWorks.

The Client is responsible for coordinating directly with the applicable software developer, vendor, supplier, maintainer, or qualified technical representative for application-level or server-internal issues.

D. Technical Handover Materials

Where the Client or a third-party vendor expects NetizenWorks to perform any technical action beyond hosting-only support, the Client must provide complete and accurate technical handover materials before any such work may be considered, including, as applicable:

Application admin credentials
Server architecture notes
Deployment manual
Service restart procedure
Database backup and restore procedure
Vendor or source support path
Systemd service names
Runtime configuration notes, including Java/JVM heap settings where applicable
Disaster recovery plan
Warranty and support handover documents
Maintenance window requirements
Rollback procedure
Known dependencies and risks

NetizenWorks may decline to perform any requested action if the required handover materials are incomplete, unclear, unavailable, outdated, unsafe, or outside NetizenWorks’ scope or expertise.

E. Console Commands, Restarts, and Server Changes

NetizenWorks is not obligated to run server commands, restart services, stop databases, reboot servers, edit configuration files, change runtime settings, deploy code, or perform internal server actions unless expressly agreed in writing.

If NetizenWorks, at its discretion, agrees to perform a limited command-line action as an accommodation, the Client must first provide:

Written authorization from the authorized Client representative
Complete and deterministic commands to be executed
Clear next steps depending on expected command results
Confirmed maintenance window
Backup or snapshot confirmation, where applicable
Written risk acknowledgment that the action may cause downtime, data loss, corruption, service failure, or application malfunction
Written acknowledgment that NetizenWorks is acting only as instructed and does not assume responsibility for the application, server contents, data, or outcome of the command

NetizenWorks may refuse to execute any command or action that is unclear, incomplete, unsafe, outside scope, outside expertise, legally questionable, likely to cause damage, or not supported by proper backup and authorization.

F. Backups, Snapshots, and Disaster Recovery

Backups, snapshots, database dumps, file restoration, disaster recovery, rollback planning, and data recovery are not included in hosting-only services unless expressly stated in the Client’s subscribed plan, quotation, invoice, service order, or written agreement.

The Client is responsible for ensuring that critical applications, databases, business systems, and dashboards have appropriate backup, disaster recovery, and vendor support arrangements.

Where NetizenWorks provides backup or snapshot services, such services are provided on a reasonable-efforts basis only unless a separate written service-level agreement expressly provides otherwise. NetizenWorks does not guarantee that any backup, snapshot, or restoration process will be complete, current, uncorrupted, compatible, or successful unless expressly agreed in writing.

G. Resource Usage, Spikes, and Upgrades

The Client acknowledges that server resources such as CPU, memory, storage, bandwidth, and process capacity may be consumed by the Client’s applications, databases, traffic, scripts, services, software bugs, misconfigurations, or third-party integrations.

Resource spikes, high memory usage, high CPU usage, storage exhaustion, slow performance, failed logins, application errors, or dashboard malfunction caused by software behavior, internal server configuration, database load, uncapped processes, runtime settings, or application demand shall not be considered hosting failure by NetizenWorks.

If additional hosting resources are required, NetizenWorks may process a hosting-level resource upgrade upon written approval from the Client, subject to downtime, backup or snapshot confirmation, price adjustment, third-party provider availability, and any technical limitations. A resource upgrade does not guarantee that the Client’s application, software, database, dashboard, login system, or internal services will function correctly if the underlying issue is caused by software, configuration, code, database, or vendor-related factors.

H. Critical Systems and Operational Use

The Client is responsible for determining whether its hosted system is used for critical, operational, regulated, public utility, financial, medical, safety, government, cooperative, monitoring, or business-continuity purposes.

Unless NetizenWorks has expressly entered into a separate written service-level agreement for such use, NetizenWorks does not warrant that hosting-only services are suitable for critical operations, uninterrupted monitoring, public utility operations, emergency response, regulatory compliance, safety-critical use, or mission-critical business systems.

The Client shall be responsible for obtaining appropriate technical support, redundancy, failover, monitoring, incident response, disaster recovery, vendor maintenance, software warranty, and qualified system administration for any critical or operational system.

I. No Scope Expansion by Notice, Handover, or Third-Party Statement

No notice, handover letter, email, instruction, assumption, statement by a third-party vendor, or communication from any person other than NetizenWorks shall expand NetizenWorks’ scope of work or impose managed server administration, application maintenance, software support, database administration, warranty support, or technical responsibility on NetizenWorks unless accepted by NetizenWorks in a written agreement or written service order that specifically identifies the expanded scope.

Acknowledgment of a transition, billing change, hosting transfer, or client coordination shall not be interpreted as acceptance of software maintenance, application support, technical server administration, or responsibility for systems running inside the server.

J. Client and Vendor Responsibility

The Client remains responsible for all data, software, applications, dashboards, credentials, licenses, vendor relationships, warranties, manuals, internal users, access permissions, business processes, regulatory obligations, and operational use of any system hosted under a hosting-only arrangement.

Where software or an application was supplied, developed, or maintained by a third-party vendor, the Client shall coordinate directly with that vendor or supplier for inspection, repair, restart, optimization, reconfiguration, warranty support, or technical maintenance unless NetizenWorks separately agrees in writing to provide a specific paid service.

Legal Name of Company: NETIZENWORKS WEB DESIGN SERVICES
Company Registration: DTI BN No. 1902214 | BIR TIN No. 312-278-396
Place of Registration: QUEZON CITY, Metro Manila, Philippines
Contact Form: https://netizenworks.com/contact/