Digital Technology Labs Limited
Terms and Conditions
V.2.0 Published 13 November 2018 [15:18]
The following terms and conditions apply to all web development and maintenance services, web/email hosting (via a third-party provider) and online marketing services provided and/or facilitated by Digital Technology Labs Limited to the Client. Please ensure you have read the below Terms & Conditions before proceeding with the quote supplied by Digital Technology Labs Limited.
The specific conditions relating to particular assignments or services will be covered in a separate letter of engagement.
This agreement is between:
- Digital Technology Labs Limited, 130 Old Street, London, EC1V 9BD, (“us” or “we”), and
It is not necessary for you to have signed an acceptance of these terms and conditions for them to apply. If you accept a quote then the Client will be deemed to have satisfied themselves as to the terms applying and have accepted these terms and conditions in full.
Please read these terms and conditions carefully. Any purchase or use of our services implies that you have read and accepted our terms and conditions.
2.1 Charges for Services
Charges for services to be provided by us are defined in the quotation that the Client receives via e-mail. Quotations are valid for a period of 30 days from the date of the quote. We reserve the right to alter or decline to provide a quotation after expiry of the 30 days.
2.2 Amendments to Unapproved Quotations
We reserve the right to amend or withdraw a quotation within the above time period (which hasn’t been approved by the Client) in the circumstances that the scope has significant changes or new information that was not previously disclosed. This will then prompt a new quote and quotation period (i.e. 30 days).
2.3 Amendments to Approved Quotations
If a quote has been approved by the client and new information that changes the scope, we reserve the right to raise a change request at an additional fee to the Client.
2.4 Right to Refuse Service
We reserve the right to withdraw an unapproved quote at any time within the specified period for any reason.
2.5 Right to Transfer Services
We reserve the right to transfer project delivery or services provided to an approved third party in order to ensure that the contract requirements are met.
Unless agreed otherwise with the Client, all website build/design services require an advance payment of 50% of the project quotation total before the work is supplied to the Client for review. The balance of the project quotation (i.e. 50%) is required upon completion of the work, prior to upload to the server or release of materials.
Charges for ongoing/re-occurring services or materials (i.e. hosting, website maintenance, SEO, digital marketing) are required a month in advance.
3. Fees & Payment Terms
3.1 Payment Terms
Invoices will be sent by us via email. Invoices are due within 14 days of the date of the invoice. Accounts that remain unpaid thirty (30) days after the date of the invoice may be subject to suspension of the website in question.
Payment for services is due by bank transfer or standing order (for monthly re-occurring services). Bank details will be made available on invoices. Please note that Digital Technology Labs Limited is VAT registered and VAT will be applied to all invoices.
If you do not accept that an invoiced fee is fair and reasonable you must notify us within 14 days of receipt, failing which you will be deemed to have accepted that payment is due.
Our fees may depend not only upon the time spent on your work but also on the level of skill and responsibility, and the importance and value of the services and advice that we provide.
If we provide you with an estimate of our fees for any specific work, then the estimate will not be contractually binding unless we explicitly state that that will be the case.
Where requested, we may indicate a fixed fee for the provision of specific services or an indicative range of fees for a particular assignment. If it becomes apparent to us, due to unforeseen circumstances, that a fee quote is inadequate, we reserve the right to notify you of a revised figure or range and to seek your agreement thereto.
3.3 Late Payments
Accounts unpaid thirty (30) days after the date of invoice will be considered in default. If the Client in default maintains any information or files on Digital Technology Labs web space, We will, at our discretion, remove all such material from its web space. We are 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.
We will exercise our statutory right to claim interest (at 8% over the Bank of England base rate) and compensation for debt recovery costs under the ‘Late Payment of Commercial Debts (Interest) Act 1998’ if we are not paid according to our agreed credit terms. We also reserve the right to suspend our services or to cease to act for you on giving written notice if payment of any fees is unduly delayed. We intend to exercise these rights only where it is fair and reasonable to do so.
4. Additional Expenses
You agree to reimburse us for any additional expenses necessary for the completion of the work. Examples would be purchase of WordPress plugins, Google Ad Words budgets, special fonts, stock photography etc.
5. Refund Policy
5.1 Prior to work commencing
You will be eligible for a complete refund of your 50% deposit if no work has been commenced by us on your project from when we receive payment of your deposit, to when we receive notice in writing that you are cancelling your project and request a refund.
5.2 Once work has commenced
Once we have commenced work on your project no refund is available on the 50% deposit paid for your project. Work may include, but is not limited to; contact between yourself and an Account Manager and/or website developer from Digital Technology Labs Limited, the commencement of wireframes/prototypes by Digital Technology Labs us for your project and other work undertaken by us in relation to your project.
5.3 Following site sign-off/completion and prior to launch
Following the final review of your website on the agreed date, we will supply you with your website on a temporary domain name. At this stage, your website will contain the content you have supplied to us up to the point of design approval, should we not have received content from you, dummy content (typically Latin which is common placeholder text on websites during building) will be entered onto your website. If you have not provided content to us prior to site delivery, this is not cause for delay on the final payment of 50% of the project quote owing. The final website charge of 50% is taken 5 business days after we have sent the details of the temporary domain name. If you elect to withdraw from your website project at this point, no refund will be made available to you. The final payment can only be delayed if there are material defects in the site we provide to you, to what we have promised during the proposal, of what you have provided to us to be included in the website, wireframe and/or website design stages. Should such a defect occur, we have the right to take the final payment of 50% once the defect has been rectified.
6. Client Review
We will provide you with an opportunity to review the appearance and content of the website during the design phase and once the overall website development is completed. At the completion of the project, such materials will be deemed to be accepted and approved unless you notify us otherwise within ten (10) working days of the date the materials are made available to you. It is critical that the design is reviewed thoroughly and approved in writing. Once you have approved the design and after the build, if you then request significant changes due to neglecting to appropriately review the design at the design sign-off stage then we reserve the right to charge additional fees to apply the requested changes at the rate that was quoted.
7. Turnaround Time and Content Control
We will install and publicly post or supply your website by the date specified in the project proposal, or at date agreed with you upon us receiving initial payment, unless a delay is:
- Specifically requested by the you and agreed by us
- Specifically agreed by us and agreed by the you
In return, the you agree to delegate a single individual as a primary contact to aid us with progressing the commission in a satisfactory and expedient manner.
During the project, we will require you to provide website content; text, images, movies and sound files by the agreed date/s, unless otherwise agreed with us.
8. Failure to provide required website content/images etc in a timely manner
For us to remain efficient we must ensure that work we have programmed is carried out at the scheduled time.
On any occasion where progress cannot be made with your website due to a delay in receiving the required information in the agreed time frame, and we are delayed as result, we reserve the right to charge for additional work caused by the delay at the quoted rate. Any such delays will result in an amendment to the project delivery time, we cannot be held responsible for this delay. If your project involves Search Engine Optimisation we need the text content for your site in advance so that the SEO can be planned and completed efficiently.
If you agree to provide us with the required information and subsequently fail to do so within a reasonable period of project commencement, and repeated requests by us are not responded to in a timely manner, we reserve the right to close the project and payment will be subject to our refund policy.
NOTE: Text content should be delivered as a Microsoft Word, email (or similar) document with the pages in the supplied document representing the content of the relevant pages on your website. These pages should have the same titles as the agreed website pages. Contact us if you need clarification on this.
9. Web Browsers
We make every effort to ensure websites are designed to be viewed by the majority of visitors. Websites are designed to work with the most popular, modern and current browsers (e.g. Firefox, Safari, Google Chrome, etc.). We cannot accept responsibility for web pages which do not display acceptably in new versions of browsers released after the website has been designed and handed over to the Client. As such, we reserve the right to quote for any work involved in changing the website design or website code for it to work with updated browser software.
10. Copyright & Intellectual Property
You retain the copyright to data, files and graphic logos you provide and grant us the rights to publish and use such material. You must obtain permission and rights to use any information or files that are copyrighted by a third party. You are further responsible for granting us permission and rights for use of the same and agree to indemnify and hold harmless Digital Technology Labs Limited from any and all claims resulting from your negligence or inability to obtain proper copyright permissions. A contract for website design and/or placement shall be regarded as a guarantee by you to us that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested.
10.2 Intellectual Property
Any intellectual property generated or created by us will be owned by us and we will grant a perpetual licence for you to use this intellectual property for the lifetime of your website.
11. Design Credit
A link to our website will appear in either small type or by a small graphic at the bottom of the Client’s website. If a graphic is used, it will be designed to fit in with the overall site design. The Client also agrees that the website developed for the Client may be presented in our portfolio.
This will be adhered to unless explicitly agreed prior to commencement of services where we would expect a non-disclosure agreement to be in place, if you need this level of confidentiality.
12. Hosting & Access Requirements
Any launch activities will incur a launch fee which will be outlined in the quote provided. However, if you are not using our hosting, other fees may be incurred. Please see the following sections.
12.1 Using Your Own Hosting
If your website is to be built on a third-party server, we must be granted temporary read/write access to the your storage directories which must be accessible via FTP and WordPress access for the life of the project. Depending on the specific nature of the project, other resources might also need to be configured on the server.
12.2 Using Our Hosting
If you chose to be hosted by us we will have all the sufficient hosting access we require. You will intermittently be given (read only) access during the build. Post launch, you will be given full access. Please note, if you make any breaking changes to the site this is your responsibility and if you would like us to rectify the breakage, we will charge time and materials. Please refer to our ‘Ongoing Monthly Service’ for details of training and support provided within this service.
12.3 Changing Hosting from Our Hosting to Your Hosting
Changing hosting from our hosting to your hosting, mid project or after the build is complete will involve additional work for us, depending on the complexity and set-up of the hosting that you provide. The additional effort will be charged at a time and materials basis, specified in your quotation.
13. Post-Placement Alterations
We cannot accept responsibility for any alterations caused by a third party occurring to the Client’s website once installed. Such alterations include, but are not limited to additions, modifications or deletions. If the rectification is within our capability, then we will undertake this on a time and materials basis as specified in your quote.
14. Website Testing Phase
Just prior to a website launch, we will undertake a period of testing. As part of this testing phase, we use a website quality testing tool called nibbler.silktide when building new sites. For those attributes we can control (e.g. page titles, mobile responsiveness etc) we will ensure the grade is as high as possible. If the client wants us to work to an alternative scoring or testing tool, we should be explicitly told before commencement of the project. We reserve the right to adapt the quote if this requires additional work from us and we will notify you prior to us commencing the work.
During the testing phase we would strongly recommend that you also undertake your own testing. This is essential and even more critical for e-commerce sites, payments systems, contact forms and advanced functionality.
15. Warranty Period
For any website build/launch projects we will provide you with a 7 (working) day period, whereby any bugs/defects or minor edits (i.e. small text edits) will be fixed on the website as part of the original quote provided to the client. This is limited to a maximum of up to 5 hours of work over this 7 day period, any work above this 5 hours will be charged at our hourly rate specified in your quote.
If any bugs/defects are found after this warranty period we are not liable to fix these as part of the original scope of the quote. Therefore, any bugs/defects or edits to the site highlighted by you following this warranty period, that you would like us to fix and we have capacity to schedule the work, will be charged at an hourly rate specified in the quote provided.
16. Monthly Services Packages Provided by Digital Technology Labs Limited
We will honour the components of your chosen monthly service package (which includes SEO, Content Management, Digital Marketing & Social Media Management), providing an agreement to a minimum 3 months contract is served and monthly payments are received. In the event that payment is not received on time, we regret that further work will be halted until this is rectified.
NOTE: Payments for ongoing, monthly support services are invoiced one month in advance. If the you request work that goes above the agreed time allowance, we will alert you and discuss/agree how many additional hours are required in that month and will charge the agreed hourly rate.
17.1 Termination by Client
Termination or cancellation of services or projects by the you must be requested via email to firstname.lastname@example.org and will be effective on receipt of such notice. You will need to cancel the services no later than 14 days after you approved the quote/services. Project cancellation is subject to terms under ‘Refund Policy’ earlier in the document.
17.2 Termination by Digital Technology Labs Limited
Termination or cancellation of services or projects by us can be done without notice and with immediate effect under the following circumstances:
- Violence and threats – making threats of physical, psychological, financial, or any other harm to us.
- Bullying and harassment – behaving abusively towards us
- Emotional blackmail – attempting to force us to undertake work against our will.
- Contacting staff outside of work hours or through non-work channels
- Inappropriate Requests:
- Please refer to our ‘Inappropriate Request Policy’
- Repeated requests outside the scope of our specific services or projects (e.g. we do not provide IT Support outside the scope of your specific agreement) Inappropriate requests:
We will notify the you via email to terminate services. Project cancellation is subject to terms under ‘Refund Policy’ earlier in the document.
We owe you no duties beyond the date of termination and will not undertake any further work.
All our services may be used for lawful purposes only. You agree to indemnify and hold us harmless from any claims resulting from your use of our service that damages you or any other party.
These Terms and Conditions supersede all previous representations, understandings or agreements. Your initial payment of 50% of the project quotation in advance constitutes agreement to and acceptance of these terms and conditions. Payment online is an acceptance of our terms and conditions.
Payments of your monthly service is also considered acceptance of these terms and conditions.
20. Applicable Law
This schedule of services and our standard terms and conditions of business are governed by, and should be construed in accordance with, the law and practice of England. Each party agrees that the Courts of England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this engagement letter and any matter arising from it. Each party irrevocably waives any right to object to any action being brought in those Courts, to claim that the action has been brought in an inappropriate forum, or to claim that those courts do not have jurisdiction.
We will provide our services with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses directly caused by our negligence or wilful default.
Digital Technology Labs Limited hereby excludes itself, its employees and or agents from all and any liability from:
- Loss or damage caused by any inaccuracy;
- Loss or damage caused by omission;
- Loss or damage caused by delay or error, whether the result of negligence or other cause in the production of the web site, or monthly services;
- Loss or damage to clients’ artwork/photos, supplied for the site. Immaterial whether the loss or damage results from negligence or otherwise.
In addition, Digital Technology Labs Limited hereby excludes itself, its Employees and or Agents from all and any liability from the following:
Exclusion of liability for loss caused by others
We will not be liable if such losses, penalties, interest or additional tax liabilities are caused by the acts or omissions of any other person or due to the provision to us of incomplete, misleading or false information, or if they are caused by a failure to act on our advice or a failure to provide us with relevant information.
In particular, where we refer you to another firm whom you engage with directly, we accept no responsibility in relation to their work and will not be liable for any loss caused by them.
Exclusion of liability in relation to circumstances beyond our control
We will not be liable to you for any delay or failure to perform our obligations under this engagement letter if the delay or failure is caused by circumstances outside our reasonable control.
Exclusion of liability relating to non-disclosure or misrepresentation
We will not be responsible or liable for any loss, damage or expense incurred or sustained if information material to the service we are providing is withheld or concealed from us or misrepresented to us.
This exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures that we have agreed to perform with reasonable care and skill) have been evident to us without further enquiry beyond that which it would have been reasonable for us to have carried out in the circumstances.
Indemnity for unauthorised disclosure
You agree to indemnify us and our agents in respect of any claim (including any claim for negligence) arising out of any unauthorised disclosure by you or by any person for whom you are responsible of our advice and opinions, whether in writing or otherwise. This indemnity will extend to the cost of defending any such claim, including payment at our usual rates for the time that we spend in defending it.
Limitation of aggregate liability
Where the engagement letter specifies an aggregate limit of liability, then that sum shall be the maximum aggregate liability of this company, its directors, agents and employees to all persons to whom the engagement letter is addressed and also any other person that we have agreed with you may rely on our work. By signing the engagement letter you agree that you have given proper consideration to this limit and accept that it is reasonable in all the circumstances. If you do not wish to accept it you should contact us to discuss it before signing the engagement letter.
You have agreed that you will not bring any claim of a kind that is included within the subject of the limit against any of our directors or employees; on a personal basis.
The entire liability of Digital Technology Labs Limited to the you 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.
If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of the Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Agreement are declared to be severable.
If you have a complaint about us or would like to provide any feedback, we want to hear about it and we will do our best to put it right. If you have a complaint, this should be sent to us in writing within 30 days of when the complaint/issue occurred.
Our Customer Complaints Procedure has the following goals:
- To deal with complaints fairly, efficiently and effectively
- To ensure that all complaints are handled in a consistent manner throughout
- To increase customer satisfaction
- To use complaints constructively in the planning and improvement of all services.
You can view our full Complaints Policy.
We aim to provide a high quality of service at all times. If you would like to discuss with us how our service could be improved or if you are dissatisfied with the service that you are receiving please make a complaint/provide feedback by emailing email@example.com and we will aim to acknowledge your email within 3 working days
24. Data Protection
We shall take all reasonable steps not to disclose your personal information except where we are required to and as set out in our privacy notice. Unless we are authorised by you to disclose information on your behalf this undertaking will apply during and after this engagement.
We may, on occasions, subcontract work on your affairs to other web developers. The subcontractors will be bound by our client confidentiality and security terms.
Information related to projects we are undertaking on your behalf may be shared as case studies via social media, unless we are told otherwise by you.
26. Electronic and other Communication
As instructed, we will communicate with you and with any third parties you instruct us to as set out in our covering letter and privacy notice via email or by other electronic means. The recipient is responsible for virus-checking emails and any attachments.
With electronic communication there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. We use standard virus-scanning software built in to MAC OS to reduce the risk of viruses and similar damaging items being transmitted through emails or electronic storage devices. However, electronic communication is not totally secure and we cannot be held responsible for damage or loss caused by viruses, nor for communications that are corrupted or altered after despatch. Nor can we accept any liability for problems or accidental errors relating to this means of communication, especially in relation to commercially sensitive material. These are risks you must accept in return for greater efficiency and lower costs. If you do not wish to accept these risks, please let us know and we will communicate by hard copy.
Any communication by us with you sent through the post is deemed to arrive at your postal address two working days after the day that the document was sent.
You are required to keep us up to date with accurate contact details at all times. This is important to ensure that communications are sent to the appropriate contact/s.
In the event of any conflict between these terms of business and the engagement letter or appendices, the relevant provision in the engagement letter or schedules will take precedence.
28. Internal disputes
If we become aware of a dispute between the parties who own or are in some way involved in the ownership and management of your business, it should be noted that our client is the business and we would not provide information or services to one party without the express knowledge and permission of all parties. Unless otherwise agreed by all parties we will continue to supply information to the nominated contact.
29. Reliance on Advice
We will endeavour to record all advice in writing. Advice given orally is not intended to be relied upon unless confirmed in writing. Therefore, if we provide oral advice (for example, during the course of a meeting or a telephone conversation) and you wish to be able to rely on that advice, you must ask for the advice to be confirmed by us in writing. However, bear in mind that advice is only valid at the date it is given.
The services we undertake to perform for you will be carried out on a timescale to be determined between us on an ongoing basis.
The timing of our work will in any event be dependent on the prompt supply of all information and documentation as and when required by us.
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