Thank you for choosing Digital Done.
These terms, which you should read carefully, set out the basis on which we will provide our services to you.
1.0 Definitions
The words and expressions used throughout this document are defined here:
“Commencement Date” – the date of the commencement of these Terms as detailed on the Order Form;
“Customer”, “you”, “client” – the party signing up with Digital Done for the delivery of online services, including (among other things) web design, hosting, digital marketing, and e-mail services;
“Digital Done”, “we”, “our”, “us” – Digital Done UK Limited, its agents and employees;
“Going-Live” – the process of publishing a new website live on the internet or activating programming code;
“Hosting Company” – the provider Digital Done will use to host the website on the internet;
“Order Form” – the pro forma signed by you and us confirming the particulars of our Services;
“Services” – the services provided by Digital Done and any work carried out (paid or unpaid) by Digital Done on behalf of the Customer;
“Statement of Work” – a statement of work agreed upon between us prior to commencement of our Services;
“Terms” – the terms of this document by which Digital Done and the Customer will be bound;
“Website/Application” – the website or mobile application, or other work product that Digital Done will create.
2.0 Agreement of Terms
Unless otherwise expressly agreed in writing by a Director of Digital Done (or someone appointed by the board), these Terms shall apply to all Customers. Unless expressly agreed in writing, No employees of Digital Done, other than its directors, have the authority to vary these Terms.
3.0 Communications & Updates
3.1. As we operate a “work from anywhere” policy, where our colleagues work from different locations, we will communicate with you and update you on the progress of your project through project management and collaboration tools that we (in our sole discretion) will select. We may also communicate with you from time to time by e-mail. We will not be obliged to communicate with you using any other method. We shall not be held liable for any losses you sustain as a result of any inability on your part to use the collaboration tools selected by Us.
3.2. We reserve the right to change the mode of communication due to business reasons, in which case we will provide you with reasonable notice.
3.3. We expect you to respond to all reasonable requests for information necessary for the effective progress needed for your project within seven (7) working days of a request unless expressly agreed by both parties beforehand.
3.4. In the event that (i). we do not hear from you or (ii). you do not respond in a satisfactory manner to our requests, as per clause 3.3 above, then the following will apply:
3.4.1. If we are able to complete the work on your project to a reasonably satisfactory standard without your further input, we will continue to undertake the work as per your original brief or instructions (which will include attempting to update you on progress and seek your comments and feedback at the agreed intervals); or,
3.4.2. if we consider that we are unable to complete the work to a satisfactory standard without your further input, we will follow the procedure set out below:
3.4.2.1. we will send you a written notice by signed-for post that we require further input from you. This notice will allow you up to an additional thirty (30) days in which to respond (the exact deadline to be decided at our absolute discretion);
3.4.2.2. should you not respond satisfactorily, or at all, to this notice, we will send you a further written notice by signed-for post, allowing you a further fifteen (15) days in which to respond;
3.4.2.3. should you not respond satisfactorily, or at all, to this second notice, we will send you a final written notice by signed-for post, allowing you a further seven (7) days in which to respond; and,
3.4.2.4. should you not respond satisfactorily, or at all, to our final notice, we will then have the right to terminate your agreement with us with immediate effect and to end the provision of our services to you, in which case the provisions of clause 20 below will apply as if you had terminated the agreement.
3.4.3. We reserve the right to vary the format of any monthly reports we send to you at our sole discretion and without notice.
3.4.3. We reserve the right to charge you our reasonable fees for any additional work we undertake according to the procedures in this clause 3.4 (including, among other things, the cost to us of sending you the relevant written notices).
4.0 Design and Development Process
4.1. We may, in some circumstances, negotiate and agree with you on a Statement of Work in addition to these terms.
4.2. We shall endeavour to deliver our work as efficiently as possible. As part of the design process for a new website or mobile application, or other development work, we will:
4.2.1. provide you with a draft mock-up of the look and feel of the Website/Application or other work products and invite your comments and feedback on this;
4.2.2. make updates to the initial mock-up with the guidance of your comments and feedback, and resubmit the work to you for your secondary review and feedback.
4.3. If we need to provide further design changes and additional design rounds, we reserve the right to charge additionally for our time in this process. We will only do this with your agreement prior to undertaking such work. This clause is intended to provide a reasonable and fair boundary around the time we will commit to the design stages of your website project.
5.0 Timescales and Payments
5.1. Unless otherwise expressly agreed with you, and subject to clause 5.2 below, our timescale for a new website or mobile application to Going-Live is 15 (15) weeks from the point at which you enter these Terms. This time frame is only an estimate and is not to be considered a definitive time frame.
5.2. Many factors can impact how long it will take to complete a website or mobile application, ready for “Going-Live”. We typically find that a lack of information from our Customers causes projects to take longer than both parties might like. As you are signing up with us; please consider the following:
5.2.1. Content
5.2.2 If we are writing it for you, great! But it is still a good idea to put thoughts to paper and get a clear image in your mind of what you’d like your website to say about you. We shall do the rest.
5.2.3. If independently writing your content, please provide a digital copy in a Word (.doc or .docx) format, spell-checked and grammar-checked to ensure you are happy for it to be used as is on your Website/Application. We are not responsible for grammar/spelling, etc. and other content issues we have not created ourselves.
5.3. We may (at our sole discretion) agree with you on a payment plan that allows you to pay for your website build, including some or all of the stages of design, development and delivery, over a period that we shall agree between us. In that event, you acknowledge that:
5.3.1. we will incur significant costs and expenses in delivering our website build service to you, which we will not usually recover unless you honour the payment plan agreed in full;
5.3.2. until all outstanding costs are settled, you will at all times remain liable to us for payment on demand of the costs and expenses incurred by us in procuring third-party products and services to build the website/application and deliver our service to you.
6.0. Marketing
6.1. To maintain our portfolio credentials and the integrity of any applicable copyrights, we place a “Website/Application Done.” (or something similarly-worded) ‘type’ linking back to our own site in the footer of all our websites, and by entering into these Terms, you agree that we can include such a statement and link in your Website/Application. You agree that you will not remove any such link on completion of the site.
6.2. We are also entitled to reproduce samples of your Website/Application in marketing and/or portfolio listings of previous work we have completed. We shall also update the footer of your Website/Application with the current year annually each January.
6.3. We may contact you from time to time about our services, our offers, your Website/Application updates, and replying to queries or requests you have raised. This shall be done using appropriate communication methods. We can use SMS texts, e-mail, phone, or printed materials. You always have the right to opt-out of any or all of the communication methods we use, and we will make this easy to do via each channel we operate.
6.4. We sometimes reproduce third-party logos and awards on our website relating to companies our directors or staff have previously worked with. These are not necessarily clients of Digital Done. Please contact us for further information should you require a reference from one of these clients.
7.0. Sending Material To Us
7.1. All graphics and images shared with Us require appropriate image names and, in some circumstances, appropriate sizing dimensions.
7.1.1. Helping Us understand the particular use and purpose of all assets is essential in the provision of all of our services.
7.1.2. All images should be delivered to us within the timescales agreed, and you understand that failure to do so may result in delays with your project and additional charges by Digital Done.
7.1.3 All images or graphics should be transferred to us by using Google Drive destination, created and managed by Digital Done or another suitable file transfer method that we will specify from time to time.
7.2. Should your images/graphics need significant work to resize/crop/ adjust, for web use, we reserve the right to charge additionally for this work where appropriate.
7.3. In the circumstance you do not have access to original imagery and graphics for use on your Website/Application, we allow for a small number of stock images to be purchased from iStock Images (or any other provider we select) as part of the design process. We reserve the right in our absolute discretion to charge additionally for stock image purchases, in which case we will notify you and seek your agreement prior to purchase.
8.0. Intellectual Property Rights
8.1. If you are sending us images/graphics/text/copy/video and any other media for use on your Website/Application, you warrant that you either own the copyright for this content or have obtained permission from the copyright holder and can therefore legally and reasonably use the content on your Website/Application.
8.2. By providing content to us for use on your Website/Application, you warrant that the content has either been produced by you or on your behalf and that you have rights to use the content on your website. Search engines can penalise a website by de-listing the Website/Application where duplicate content appears. Should this happen, we accept no liability or responsibility for the financial consequences of this to you, and you indemnify and hold Digital Done harmless in this respect.
8.3. We shall not be liable for any copyright infringement related to any content we have provided in good faith by you, your agents or representatives. You will hold harmless, protect and defend Digital Done, our agents and sub-contractors against any claims arising from content delivered to us by the Customer.
8.4. We own any photography and other images that have been sourced as part of the Website/Application design, unless you have been invoiced and paid for the images used on the Website/Application, OR you have provided original images for use on your Website/Application, OR you have decided to leave us and pay the appropriate leaving fee.
8.4. You own any logos we have designed for you, assuming all the costs associated with the development of the logo have been paid in full. Any logos we create for you within our regular monthly service plans are made for web use only. If you require a copy of the logo for print use, we reserve the right to charge a fee for this where we are required to redraw the logo in a higher resolution, print-ready format.
9.0. Limitations
9.1. You are solely liable and responsible for the content of your Website/Application. You agree to indemnify and hold harmless Digital Done from any financial liability, including (without limitation) losses, damages, costs, and fines, resulting from the content of the Website/Application or copy.
9.2. We shall not be liable to you, or to any third party, for any damages arising from the use or misuse of the Website/Application, nor the cessation of services where you fail to meet your obligations as documented in this agreement. You agree to indemnify and hold harmless Digital Done in this regard in respect of any financial liabilities, including (without limitation) losses, damages, costs, and fines, resulting for any reason from the use or misuse of your Website/Application.
9.3. We shall not be liable to you in the event that Google or any other search engine censures you. Regardless of whether the reason for said censure was as a result of work we have done.
9.4. In the event that, as part of our SEO (Search Engine Optimisation) work for you, a backlink is established with a third-party website, we are in no way to be deemed liable for the content of that third-party website, including any links or code that website may have.
9.5. From time to time, Google and other search engines may alter their algorithm/policies without notice. Such changes may adversely affect the performance of an SEO campaign. We are not to be held liable for any adverse performance resulting from Google or any other search engine altering their algorithm/policies.
9.6. Whilst we shall use all our best efforts to attain success for you, we do not make any guarantee that any SEO (Search Engine Optimisation) campaign run by us will generate sales or a return on investment. We are not to be held liable for any loss sustained by you as the result of an SEO (Search Engine Optimisation) campaign being unsuccessful.
9.7. We reserve the right to refuse an order (including, without limitation, any applicable specification and/or proof/design request) which we believe is or may be of an illegal or libellous nature, or maybe an infringement on the proprietary or other rights of a third party or is otherwise unsuitable for publication on the internet and/or any other medium.
10. Content Updates
10.1. All of our monthly service plans include many content updates, which we will be happy to carry out on your behalf to your Website/Application. The number of updates we will carry out for you depends on the monthly price plan you have signed up to.
10.2. The information quoted below is indicative only and is not an actual commitment between you and us. You should always contact us for up-to-date information on our pricing, as the following may be varied by us (without notice) at any time:
10.2.1. GBP 55 per month plan – 4 content updates per calendar month, within a thirty (30) day period.
10.2.2. GBP 65 per month plan – 6 content updates per calendar month, within a thirty (30) day period.
10.2.3. GBP 75 per month plan – 8 content updates per calendar month, within a thirty (30) day period.
10.3. We may also agree to bespoke monthly price plans with some Customers, depending on their requirements. We will document this clearly during sign-up if we have made such an agreement with you outside of the price plans detailed above. These changes will be described in the Order Form. In such circumstances, you agree to be bound by the terms of any such agreement and these terms and conditions.
10.3. We consider a content update to be an amendment to the content on an existing page of the Website/Application, such as (among other things but not limited to):
10.3.1. new images to be added/removed on the Website/Application;
10.3.2. existing images being amended on the Website/Application;
10.3.3. new products and/or product descriptions to be added or removed on the Website/Application;
10.3.4. existing products and/or product descriptions to be amended on the Website/Application;
10.3.5. adding/amending/removing blog posts on the Website/Application;
10.3.6. any other content update that is completed on an existing Website/Application page.
10.4. If we are required to add new pages or additional functionality to your Website/Application and/or update the Website/Application structure in order to improve performance etc;
10.4.1. we may consider this chargeable work and not include this within your monthly update allowance. If this is the case, we will contact you prior to any work being carried out and agree to an appropriate fee with you based on the work requested. For work of this ad-hoc nature, we will charge a per-hour fee based on our hourly rate of GBP 45 + vat per hour.
10.4.2. Permitted ad-hoc hours are provided at our discretion and will not exceed the agreed monthly hours stated in the service plan. If the required hours to complete the work within the Statement of Work exceeds the ad-hoc limit, we will communicate this to you before commencing any work. We reserve the right at our sole discretion to create additional accounts towards ad-hoc hours, which will be added to your Order Form, payable fourteen (14) days after the creation of the Order Form.
10.5. We will always discuss this with you and gain your express agreement to move forward before implementing this change. If you do not wish to upgrade your monthly price plan, we will be happy to remove the number of pages required from your website or application to bring its overall number of pages back in line with the website price plan you currently subscribed on.
Our base monthly price plans allow the following number of website or application pages, though this is only an indication, and you should always consult with us on our latest pricing, as we may vary these at any time:
10.5.1. GBP 50 per month plan – 5 pages;
10.5.2. GBP 70 per month plan – 15 pages;
10.5.3. GBP 90 per month plan – 25 pages.
10.6. It is not permitted to downgrade your monthly website service plan regardless of the number of pages your website or application contains over time. Due to the nature of our initial work, we invest time, energy and resources in building the website or application for you, commensurate with the price plan you sign up for when you become our Customer.
10.7. Site updates do not include creating new graphics or making structural changes to the website – for example, redesigning the home page layout. Such changes are chargeable and will be quoted separately.
10.8. If you provide content to us as part of a website or application update, it is your responsibility to ensure the content is error-free (i.e. free of grammar and spelling errors, and so on). We will not be held liable for any grammatical or otherwise errors in the content you have provided to us.
10.9. Where we provide content for you as part of our website/application service, we will take reasonable steps to ensure this content is unique, error-free and suitable for posting online. You will always have the final sign-off of the content we produce for you unless you agree that you’d like us to post content on your behalf (for example, as part of an ongoing Content Marketing strategy). If you were reviewing content after posting it and wish to make amendments to it, please get in touch with us, and we will be happy to alter the relevant items.
10.10. We submit websites to search engines as part of our website/application build process. However, we cannot guarantee inclusion or accept responsibility or liability if any search engine, online directory or search site submitted to chooses not to list a customer’s website.
10.11. Except for when we otherwise agree to different terms, all monthly plans for updates and content are provided for a minimum term of twelve (12) months, which shall be automatically renewable annually for further periods of twelve (12) months, unless you terminate our agreement under clause 20.2 below.
11.0 Additional Services
11.1. The creation or editing of additional documents for use on your website, such as PDF brochures. For example, it is not included in our regular monthly service plans, and we reserve the right to charge additionally for our time delivering this service where appropriate.
11.2. In addition to the services set out above, we also offer the following additional services:
11.2.1. Our monthly “Digital Done Right” packages support your business. Please see the relevant page on our website for more details. Except for when we otherwise agree to different terms, these packages are provided for a minimum term of either three (3), six (6) or twelve (12) months, which shall automatically renew 30 days prior to your contract ends. Upon renewal, the contracted plan will default to the twelve (12) month contract term. Unless you terminate our agreement in accordance with clauses 20.2 and 20.8 below. The provisions of clause 5.3 above shall also apply to this service; and,
11.2.2. WordPress site management, including assistance and support with technical fixes, help and advice, and other website management tasks. These services can be offered on an ad-hoc or retainer basis, and you should contact us for a quotation and terms.
12.0 Testing and Delivery
12.1. We build our websites using the open source WordPress and SquareSpace content management systems (CMS).
12.2. You are ultimately responsible for checking the content and appearance of the site before you permit us to make the site publicly available. This includes testing web forms to ensure enquiries are processed by the Website/Application and delivered to your selected e-mail address. We shall not be held liable for any losses you incur as a result of you failing to identify errors or test your site effectively prior to launch.
12.3. When you agree that the Website/Application can be made publicly available, you agree that the design and development of the Website/Application have satisfied all of your requirements, and any payment terms related to “Going-Live” shall then be triggered and invoiced in accordance with our agreed terms.
13.0 Hosting & Backups
13.1. We host all our Websites/Applications with 20i.com at their dedicated data centre, on a shared platform. This means your Website/Applications exist alongside other websites we host for other Customers. Dedicated server platforms are available upon request. This service would incur additional set-up and monthly charges.
13.2. We have selected a reputable award-winning website hosting partner, and we review this choice of partner(s) from time to time to ensure we deliver the best value and quality mix of website hosting for our Customers. We are under no obligation to notify our Customers of website hosting provider updates, unless that hosting provider change would result in us hosting Customer data outside of the EU.
13.3. Whilst we shall endeavour to ensure your website is live and protected 100% of the time, due to the open public nature of the web, this is not something we can guarantee. From time to time, hacking attempts can mean website servers go offline, or our hosting partner can experience technical difficulties resulting in a loss of service for our Customers. We will work hard to ensure we communicate any such issues to our Customers as and when they occur and work even harder to ensure service is restored promptly.
13.4. We shall not be responsible for any loss of business, loss of profits, any loss of digital data or any other damages related to website downtime/loss of website service or website security attacks or breaches.
13.5. We shall not be responsible for any loss of business, loss of profits or any other damages related to payment gateway outages where we provide e-commerce facilities for our Customers.
13.6. We backup all our websites weekly or daily within the justhost.com infrastructure.
13.7. All of our websites are hosted only on our servers and our platform. We do not allow websites we charge a monthly service fee to be hosted on servers not under our direct control. In this manner, we can ensure the quality of service is maintained, backups are carried out effectively, and our Customer’s websites remain protected and managed.
13.8. If we are contracted to build a website for you, and it will be hosted on a platform other than our own, we shall not be responsible for backups, maintenance, warranties, failures or any other issue with the website once we have delivered the completed website to you and the website has been placed live on the web.
13.9. We allow a three (3) week grace period from the point of “Going-Live” to deal with any issues you may have with your new website/applications when it is hosted on another platform. If the issues experienced are platform-related, we reserve the right to charge a fee to provide assistance and manage the issues where appropriate.
13.10. If we have not built a website for you and it is not hosted on our platform, but we are contracted to provide maintenance services in the form of content updates, we will perform those updates under our agreement. We will not, however, be responsible for backups, technical maintenance, software upgrades or any other “n” n-content update” type work. We shall also not be liable for hacking/security measures or any other items we would generally cover should the website be hosted on our platform.
13.11. Except for when we otherwise agree to different terms, hosting services are provided for a minimum term of twelve (12) months, which shall be automatically renewable annually for twelve (12) months unless you terminate our agreement in accordance with clause 20.2 below.
14.0 E-mail Services
14.1. We provide robust professional e-mail services using Google Applications Professional. Google Applications delivers a range of features and benefits that makes it the premier e-mail tool for use in business today. All our e-mail accounts can be set up to provide an e-mail to any device.
14.2. We charge GBP 60 + VAT per individual user e-mail account you require. This charge may be subject to variation from time to time, so please check pricing with us before arranging this service. We will then configure Google Applications to work with your domain so your e-mail address would be of the format – firstname.lastname@yourdomain.co.uk
14.3. Our fee in clause 14.2 above includes up to five (5) e-mail addresses per user account. Additional e-mail addresses for the same user account will be charged on a monthly retainer basis (our current fee being £30.00 per month per e-mail account, unless we set-up the account(s) via Google Apps for Business, in which case payments are made directly by you to Google at their current rate), which shall be for a minimum term of twelve (12) months (except for when otherwise agreed between us), automatically-renewable for further periods of twelve (12) months, unless you terminate our agreement in accordance with clause 20.2 below.
14.4. During the set-up process, we require your credit or debit card details to enter into Google’s invoicing system so that you are charged for Google’s services. Google will then bill your bank card directly for its ongoing monthly service fees, which are in addition to our fees.
While we shall always ensure that we keep payment details secure, we cannot be held liable for any losses incurred due to Google failing to keep such information safe and secure.
14.5. We do not charge a management fee for e-mail services on an ongoing basis, and we do not support e-mail via Google Apps on an ongoing basis. We will always aim to help where we can, but our responsibility stops when the e-mail address has been set up online and is working correctly for you.
14.6. We do not offer an e-mail set-up service for e-mail clients such as Outlook, Thunderbird and MacMail. Please check with us on the availability of our service for your application software prior to the set-up process.
14.7. Where Google Apps Professional is not the e-mail provider, you should not use our professional e-mail services to send unusually high volumes of e-mails or for campaigns based on bulk or unsolicited e-mail. If, in our reasonable judgement, you do so, we reserve the right to charge you an additional fee on an hourly basis to remediate any disruption caused to our systems or other websites hosted on our server. Our current rate is £50.00 plus VAT per hour.
15.0 Consultancy – Digital Marketing / Content Marketing / Search Engine Optimisation Services (SEO) / Pay-per-click Management (PPC)
15.1. We offer consultancy and retained services in Digital Marketing, Digital PR, Social Media, Content Marketing and Search Engine Optimisation. These services are provided on either a retainer basis, at an agreed monthly rate to be negotiated between us, or on an ad-hoc basis, at a fee to be agreed between us.
15.2. Our services in clause 15.1 above are subject to a minimum term of twelve (12) months, which (except for when we expressly agree with you otherwise in writing) shall be automatically renewable annually for further periods of twelve (12) months unless terminated in accordance with clause 20.2 below.
15.3. We shall use our experience in digital marketing to deliver your marketing objectives with reasonable care and skill, taking into account the service plan you have signed up for, market conditions, competitor analysis and overall marketing strategy timelines.
15.4. We shall act as a strategic consultant in respect of the management of online affairs for your Website/Application(s) as agreed and within the agreed remit of our work.
15.5. We assume we shall have access to manage and update the web analytics account(s) for your Website/Applications(s) and that you shall grant us administration rights to those management tools we need in order to carry out our duties on your behalf.
15.6. Due to the nature of online marketing, time shall not be of the essence in the performance of our Services and in carrying out our activities on your behalf.
15.7. We shall have the right to make any changes necessary to the Services we offer within our Online Marketing price plans from time to time to ensure optimum performance for the budget allocated. The search engine technology and priorities alter frequently, and we aim to ensure our work provides the best return for our Customer’s investment. With this in mind, we sometimes need to change the nature of our services within a specific price plan. We will always provide you with reasonable notice of this where applicable.
15.8. If you make changes to your website and this materially impacts our ability to achieve your online marketing objectives, we reserve the right to reverse what has been changed and may charge an additional fee for this work, depending on the remedial time requirement. The onus is on You to ascertain with us whether a specific alteration to your site will impact the online marketing work we do for you.
15.9. Digital Done is an online marketing agency and may rely on third parties to perform the services. Digital Done is not responsible for third parties’ performance.
15.10. In order for us to do our job and deliver upon your Online Marketing objectives, we need you to agree to the following:
15.10.1. You shall co-operate with us in all matters relating to providing our Online Marketing services, where we need your support. This shall include (among other things) sharing your login details and access codes with us, Google address verification and some additional information in order to move forward.
15.10.2. You shall provide us with information and materials we may need or request from time to time in order to reasonably carry out the delivery of services for you.
15.11. In the event you do not comply with clause 15.10 above, then the procedures set out in clauses 3.3 and 3.4 above will apply.
15.12. Except for when we otherwise agree to different terms, all monthly plans for SEO, PPC & Social Media are provided for a minimum term of twelve (12) months, which shall be automatically renewable annually to a new revised period of twelve (12) months, sixty (60) days prior to the end of your contract, unless you terminate our agreement.
16.0. Content Marketing
16.1. We will also write creative content for your website or application or post up content that you have written. Our fees will be chargeable hourly, at a rate we agree with you beforehand, but we can also offer fixed rates for ad-hoc tasks and projects.
16.2. Where we write the content for you, we will send you a draft for review and feedback prior to posting the content. It is your responsibility to check this content for accuracy. We will not be liable for errors in the content, whether orthographical, grammatical, syntactical or relating to the content or otherwise.
16.3. We assume 2-3 drafting rounds, which is usually sufficient for our Customers. If we need to provide further and additional drafts over and above this, then we reserve the right to charge additionally for our time for doing so. We will only ever do this with your agreement. This clause is designed to provide a reasonable and fair boundary regarding the time we will commit to drafting content.
16.4. Should you not respond to us as per clause 16.2 or clause 16.3 above, then the procedures set out in clauses 3.3 and 3.4 above will apply.
17.0 Payments
17.1. We accept recurring payments using our Xero Direct Debit management system. We reserve the right to charge an administration fee for recurring payments that are not processed in this manner. This fee is currently £20.00 + VAT per payment, though we reserve the right to vary this fee at any time.
17.2. One-off payments can be made by online bank transfer (ensuring you use the invoice number as a reference) or a one-off Direct Debit payment using our Xero Direct Debit management system.
17.3. Upon making payment of your initial payment to Digital Done Group Limited, you are accepting to be bound by our future payment terms.
17.4. Our invoices are issued only by e-mail and to the e-mail address you specify upon signing up with us. You are responsible for ensuring invoices are settled within our payment terms to enable us to continue service delivery.
17.5. Payments are due at the date they are invoiced and shall be made no later than fourteen (14) days from the invoice date and/or in accordance with the Direct Debit payment schedule agreed upon when you become our Customer.
17.6. We reserve the right to increase our monthly service fees by a sum which reflects reasonable increases in the costs we incur to deliver services to our Customers, in line with changes to the UK Retail Price index. We shall not increase costs any more than once in any twelve (12) month period, nor at all in the first year of your agreement with us. In any event, the increase in monthly service fees shall not exceed ten (10) per cent (10%). If we do this, we will notify our Customers by e-mail and contact you to update your Direct Debit mandate with us where appropriate.
17.7. For some projects involving a set-up fee, we will agree with you on the payment terms for that set-up fee. Our standard payment terms for website build projects are 75% upon sign-up and 25% upon Going-Live of the website project. If we agree to something different with you, this will be documented clearly on our agreement e-mail and also upon your first invoice. If your project does not involve the build of a website, but does involve a set-up fee, the set-up fee will depend on the complexity of the project.
17.8. Where appropriate, and at our absolute discretion, we offer instalment payment options that can be divided over a period of up to eighteen (18) months. The payment schedule is to be agreed upon between us before commencing work. This is also subject to payment by you of a minimum upfront instalment of a sum equal to thirty per cent (30%) of the agreed total fee for the project.
17.9. We offer pay-per-month websites at rates to be agreed between us. This includes some support hours per month (defined on a job-by-job basis), as well as hosting, CMS training, domain and e-mail set-up.
17.10. Where we are asked to undertake custom or bespoke development or digital work, we may agree to invoice you on an hourly, weekly or monthly hire basis, as appropriate. We will provide you with our best estimate on the timeframe required to complete the work. We cannot be held to this as delays can occur due to changes in your specification (such as if you ask for changes, new features, or similar, or there is a delay in you providing us with feedback). In this case, we will continue to periodically invoice you according to the agreed terms until the work is completed or you cancel the job under clause 20.0 below.
17.11. All amounts payable by you under these Terms are exclusive of charges in respect of Value Added Tax (‘VAT’) chargeable for the time being. Where any taxable supply for VAT purposes is made under these Terms by Digital Done to you, you shall, on receipt of a valid VAT invoice from us, pay us such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
17.12. You shall pay all amounts due under these Terms in full without any deduction or withholding except as required by law. You shall not be entitled to assert any credit, set-off or counterclaim against Digital Done to justify withholding payment of any such amount in whole or in part. We may, without limiting our other rights or remedies, set off any amount you owe us against any amount payable by us to you.
17.13. Acceptance: By agreeing with Digital Done to “Going-Live” with your website, you accept that the brief has been met and that all future changes must undergo a formal change control request from you and may incur additional charges, unless otherwise agreed between both parties.
17.14. We will support any issues with previously specified website functionality or design for up to fourteen (14) days after the website “Going-Live” date. After that time, all changes must undergo a formal change control request and may incur additional charges, OR those changes form part of a website service plan if that has been agreed as part of your contract with us.
17.15. When a website is live on the internet, we deem it the “Going-Live” phase to be completed, which means the final “Going-Live” payment of any agreed set-up fee is then due for invoicing and payment.
17.16. Failure to provide us with information does not permit you to delay or cease payment unless specifically agreed with us. Unless otherwise agreed, you will continue to be invoiced each month until the website is live and will receive no refunds for a delay in getting the website live where that delay is not within our control and is outside of what we consider fair and reasonable timescales for the delivery of the website.
18.0 Late Payments
18.1. Without limiting any other right or remedy of Digital Done, if you fail to make any payment due to us under these Terms by the due date for payment, we shall have the right to charge interest on the overdue amount at the rate of five (5) per cent (5%) per annum above the then-current Bank of England base lending rate accruing daily from the due date until the date of actual payment of the overdue amount, whether before or after judgement and compounding quarterly.
18.2. Without limiting any other right or remedy of Digital Done, if you fail to make any payment due to us under these Terms by the due date for payment, we shall have the right to suspend all services being provided by us until such payment has been made and cleared in full.
18.3. If you default on your payment agreement with us at any time, we will make every effort to inform you that you are behind with your payments. If we have contacted you and you have not rectified the situation within what we consider a reasonable period of our initial notification. We reserve the right to commence our debt recovery process, in which case we shall pursue you for:
18.3.1. all outstanding fees and costs (including those that accrue during debt recovery); and,
18.3.2. any other outgoings and expenses we have incurred in providing our service, where these exceed the fees and costs that would otherwise be recoverable from you.
18.4. Our debt recovery process involves several steps; some of the steps may not be relevant to you as they depend on the services we provide you.
18.4.1. “Just Hosting Plan” – if we host a website for you on our servers and you have failed to make a payment for the hosting service for two (2) consecutive months, we may issue you with a fourteen (14) day website suspension notice.
18.4.2. “Website/Application Service Plans” – if you have signed up for one of our website service plans where we build, deliver and maintain your website for a monthly fee and you have failed to make two (2) or more consecutive monthly payments, we may issue you with a website suspension notice.
18.4.3. “Just Building Plans” – if we have built a website for you for a one-off fee, and no further monthly charges are due, and you have failed to make a full or partial payment for the website, we retain ownership and copyright of the website work until all monies due as part of the project have been paid to us. Only at that point shall all copyright, ownership and rights to the designs/logos and content be passed to the Customer.
18.5. If we issue you with a website suspension notice, you will have fourteen (14) working days to rectify an adverse payment situation with us, or we will disable your website and remove it from public view on the web. We will only re-instate your website once payment has been made in full and has cleared to our bank account. We will also charge an administration fee to cover the cost of removing and then re-instating your website. This is currently £250 + VAT, though we reserve the right to vary this amount at any time.
18.6. Following our issuing of a website suspension notice, we will keep your website on our servers for thirty (30) days, after which time we reserve the right to delete the website from our servers. We shall not be liable for any claims for any losses, material or implied, of any kind in a situation where we have removed your website from the internet for reasons of non-payment of monies owed to us, and you agree to indemnify and hold harmless Digital Done in this regard.
19.0 Domains
19.1. If we buy a domain name on your behalf, then we own that domain until you have paid the cost of this domain name plus our administration charge. We charge for the cost of the domain name from a reputable online marketplace (currently 123REG) and a £20 + VAT administration fee to cover our costs in processing this order. However, we reserve the right to vary our fees at any time. You are free to purchase your domain(s) name. However, you then need to provide us with access to the DNS control panel when we need it in order to make your website live, OR you undertake to update your DNS control panel yourself using the IP address information that we will provide. We shall not be liable for any damages related to loss of website or e-mail services that result from incorrectly applied DNS updates undertaken by the Customer (or any third-party affiliates of the Customer).
19.2. If you ask us to purchase a domain on your behalf and request to be invoiced, you also agree to accept and be bound by subsequent invoices when the domain renewal is due. In order to ensure continuity of service, we will not notify you in advance of domain name renewal invoices being issued and make the assumption that you wish to have the domain name renewed unless we have been given notice in writing of your intention not to renew the domain name.
19.3. In all cases, where you have paid for a domain for a specific period, you own the domain title and are free to transfer it away from us at any time. We may, at our discretion, charge an administration fee for the domain transfer service (currently £50 + VAT), depending on the circumstances and work required to affect the transfer. This domain transfer fee shall not be unreasonable and shall cover our administration costs in carrying out this process.
19.4. If we renew domain(s) on your behalf and you subsequently fail to pay the domain renewal fee by the due date, we will take ownership of the domain(s).
19.5. If you have purchased your own domain name and we do not manage it for you within our 123REG platform, you are responsible for the renewal of the domain promptly to ensure your website service remains unaffected at renewal time.
20.0 Termination and Refunds
20.1. We reserve the right to terminate our agreement with you and our services at any time at reasonable notice, without explanation. Should we do so, we shall (at our discretion) discuss and seek your agreement to arrangements for a handover of services and, if the terms of our agreement allow, a refund to you of fees and expenses paid for products or services not yet delivered.
20.2. If you would like to terminate your agreement with us according to these Terms, you are required to give us a minimum of ninety (90) days’ notice in writing by either e-mail to hello@digitaldone.co.uk or by letter addressed to the Managing Director at our registered office address. A termination letter must be sent to us by signed-for post or special delivery, and you must be able to provide evidence of this on request. A termination e-mail should come from an e-mail address you have previously registered/used when contacting us. You must request and obtain an automated or non-automated receipt from us, and be able to produce this on request as confirmation of delivery. Where clause 5.1, 10.11, 11.2, 13.11, 14.3 or clause 15.2 above applies, the notice period shall be a minimum of ninety (90) days, to expire at the end of the current term.
20.3. Any invoices issued or due to be issued within the notice period shall still be valid and due for payment in the standard procedure. We will confirm the date upon which we will cease your services upon receipt of your written notice to us.
20.4. We do not offer refunds on services that have already been commenced (and for the avoidance of doubt, ‘commenced’ ‘hall include any initial planning sessions, campaign strategy meetings, conferences or telephone meetings and similar). If you have paid for an item in advance and then later wish to cancel the delivery of that service before it is delivered, and assuming we have not expended time-related to your work, we will consider an application for a refund fairly and reasonably. Where a refund is agreed upon, we will also endeavour to deliver a refund to you within a reasonable timeframe. Any refunds we may agree to pay will be less any costs or administration charges we may incur during the process (including, but not limited to, PayPal payment fees, direct debit processing fees and/or other bank charges).
20.5. If you need our help moving your website to another provider, we reserve the right to charge for our time facilitating this process (our current hourly rate is GBP 45 per hour + VAT). We shall not under any circumstances be obligated to move a website onto a hosting platform that we do not manage or control, and this service will be provided at our absolute discretion (unless we have agreed to do so as part of your project).
20.6. If you move your website to a hosting platform that we do not manage or control, even if we agreed to carry out the move and installation for you, we shall not be responsible for the management of that server, backups of the website, and any anti-hacking security services, nor shall we be able to assist with any hosting or performance-related issues for websites on platforms that we do not manage. All responsibility for managing and securing any customer data held on your website then passes to you and your new provider.
20.7. Where we provide e-commerce functionality for your website and provide a Digital Done SSL certificate upon which security of the data transfer between the website and our server is encrypted, and you wish to move your e-commerce store to another platform. You shall then be responsible for purchasing and installing an alternative SSL certificate to encrypt the data moving between your new servers and the Customer’s computer as they view the website.
20.8. Where you are a customer of our monthly website service plans, we will, then turn off the Website/Application for you on the agreed future date and (subject to payment by you of additional fees that may accrue under clauses 20.5 and 20.6 above).
21.0 Law and Jurisdiction
These Terms shall be subject to English law, and, subject to clause 22 below, the parties to these Terms submit to the exclusive jurisdiction of the courts of England & Wales.
22.0 Dispute Resolution
22.1. The parties shall attempt to resolve any disagreement, dispute or controversy arising out of or relating to this contract through informal negotiation between the principals of the parties who have authority to settle the same.
22.2. If the matter is not resolved by negotiation within thirty (30) days of receipt of a written invitation to negotiate, the parties will hold a dispute resolution meeting at an agreed location in a good faith effort to resolve the matter.
22.3. If the matter is still not resolved within a further thirty (30) days of the meeting in clause 22.2 above, then the parties will attempt to resolve the dispute in good faith through an agreed non-binding form of Alternative Dispute Resolution (ADR), or in default of agreement, through a non-binding ADR procedure as recommended to the parties by the President or the Vice President, for the time being, of the Chartered Institute of Arbitrators.
22.3. If a non-binding ADR procedure has not resolved the matter within sixty (60) days of the initiation of that procedure, or if any party will not participate in an ADR procedure. The dispute may be referred to arbitration by any party, the outcome of which shall be binding (save in the case of manifest error). The seat of the arbitration shall be England and Wales. The arbitration shall be governed by both the Arbitration Act 1996 and the Rules as agreed between the parties.
22.4. Should the parties be unable to agree on an arbitrator or arbitrators, or be unable to agree on the Rules for Arbitration, then clause 22.3 above shall not apply.
22.5. Nothing in this clause shall be construed as prohibiting:
22.5.1. a party or its affiliate from applying to a court for interim injunctive relief; and,
22.5.2. the use of litigation for the recovery of fees owed to us by you, which we may pursue without recourse to the dispute resolution procedure in this clause 22.
23.0 Changes to Terms
These Terms are regularly reviewed and, for that reason, may be updated from time to time. In the event of any changes, Customers will be notified by e-mail to the e-mail address provided when you sign-up with us. We will deem notification by e-mail delivered at the point we send an e-mail to your registered e-mail address, and irrespective of whether the e-mail is received, you will be deemed to have been served notice of the changes to these Terms contained therein.
24.0 No Waiver
No failure or delay by any party in exercising its rights under these Terms shall be deemed to be a waiver of any of those rights.
25.0 Severability
If any provision of these Terms is deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms. However, the parties agree that this shall not affect the validity of the other Terms, and the other Terms shall not be considered void or invalid as a result.
26.0 Force Majeure
Neither party is liable to the other for failure to perform their obligations if the failure is due to unforeseen circumstances beyond reasonable control. Some examples of unforeseen circumstances (but not an exhaustive list) are war, riot, explosion, abnormal weather, an act of God, fire, flood, strikes, lock-out, government action or regulation (the UK or otherwise) or accidents. In such circumstances, we shall be entitled to suspend or cancel the service without prejudice to any rights accrued to us prior to termination.
27.0 Estimated Delivery Times
Any timescale indicated by us for the delivery of all or any of the goods and/or performance of all or any of the services is an estimate only and shall be treated as such, and time shall not be of the essence. We shall not be liable for any failure to meet any such estimate, nor any loss, of whatever nature, resulting directly or indirectly from such failure.
28.0 Sub-contracting
28.1. In our absolute discretion, we may use agents and sub-contractors under our reasonable supervision for any or all work from time to time or in the project.
28.2. We operate a “remote-first” working policy, which means staff and contractors are free to work from any location in the world, which means work is constantly being done within a 24-hour period, depending on the time difference from BST — British Summer Time. You acknowledge and agree that our staff and we may work in this way when carrying out work for you.
29.0 Data Protection
29.1. All our website data is hosted within the EU or the USA.
29.2. The hosting services we use may hold Customer personal data outside of the EU, and therefore, this data is not subject to only EU data protection laws and regulations.
29.3. If you want to see a copy of the data we hold about you at any time, please request the Data Controller at our registered business address in writing. We reserve the right to charge an administration fee, which shall not exceed GBP 20.
30.0 Security Considerations
30.1. To help protect against hacking attacks, we use multiple levels of authentication to access our websites to perform edits and content updates. We are happy to provide you with access to your website, so you can edit it within the Content Management System (CMS), where appropriate.
30.2. If we give you passwords and security login details to gain access to your Website/Application, it is your responsibility to ensure these login credentials are kept secure and secret. If you feel these details have been compromised at any point, please let us know immediately by calling our support team or e-mailing us (hello@digitaldone.co.uk).
30.3. You should ensure that you maintain secure passwords for the systems we provide to you. We reserve the right to charge for website reinstatement from backups should a successful hacking attempt on your Website/Application be traced back to the use of either an insecure password and/or ineffective website security procedures on the part of the Customer.
30.4. To ensure secure passwords are used to access your Website/Application, we recommend you use “Random Password Generator” “http://www.random.org/passwords/), set to a minimum of 10 characters.
30.5. Under no circumstances should you give your website login passwords to a third party. Doing so breaches our Terms.
30.6. If you need to enable access to your Website/Application to a third party (such as an SEO contractor or another member of your team), please request an additional user to be set up on your Website/Application by contacting hello@digitaldone.co.uk and outlining your request, the details of the third party and why you would like to enable access for them.
30.7. If you or a third party have caused damage to your website by applying an update or change and we subsequently need to repair the website, we reserve the right to charge you for this work.
30.8. We will at all times maintain the confidentiality of your source materials, technical and marketing plans, and all other sensitive information, whether they are sent to us by you or a third party on your behalf.
You may request details of personal information which we hold about you under the Data Protection Act 1998. A small fee will be payable. If you would like a copy of the information held on you please contact – hello@digitaldone.co.uk
If you believe that any information we are holding on you is incorrect or incomplete, please email us as soon as possible at the above email address. We will promptly correct any information found to be incorrect.
