Terms of business agreement
The following Terms and Conditions apply to website development services provided by Doddle Agency Limited (the Supplier) to the Customer.
Last updated: 30th August 2022.
It is not necessary for any Customer to have signed an acceptance of these Terms and Conditions for them to apply. If a Customer accepts a quote, then the Customer 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.
- Mutual Cooperation:
We agree to use our best efforts to fulfil and exceed your expectation on the deliverables listed in our proposals. You agree to aid us in doing so by making available to us needed information pertaining to your project and to cooperate with us in expediting the work.
- Charges for Services Performed:
Functionality or feature requests above and beyond those listed in our proposals and/or the functionality specs may be considered out-of-scope, and an amendment to the budget will be recommended. Projects that go dormant for longer than 45 days will incur fee to resume work at the discretion of the Supplier.
- Terms of Payment:
Invoicing Schedule - We are sure you understand how important it is as a small business that you pay the invoices that we send you promptly. We are also sure you will want to maintain a positive working relationship and keep the project moving forward, so you agree to stick tight to the following payment schedule. The Supplier will invoice the Customer for thirty-three per cent (33%) of the initial fees at point of contract agreement. Followed by two further monthly payments of thirty-three-point five percent (33.5%) on the 1st of each month. Invoices are due on the 28th of each month as outlined in the following 'Client Agreement to Pay' section.
- The Customer will supply the Supplier with all necessary purchase order numbers and other internal information required for invoice processing before the close of the month of work (if applicable).
- Ad-hoc support beyond the agreed provision is chargeable at the Supplier's standard time-based rate.
- The Customer agrees to pay the Supplier's monthly invoices no later than the 28th of each month. Invoices will be issued on the 1st of each month. In the event payment is not made within fifteen days after the 28th, the Supplier will charge a late payment fee of eight percent (8%) per month on any overdue and unpaid balance not in dispute, to cover the manpower, interest, and other costs the Supplier pays for carrying overdue invoices from the Customer. In addition, the Supplier reserves the right to stop work, or providing services until overdue balances are settled.
- Collection Costs:
In the event that we incur legal fees, costs and disbursements in an effort to collect our invoices, in addition to interest on the unpaid balance, you agree to reimburse us for these expenses.
- Customer Review:
The Supplier will provide the Customer with an opportunity to review work once the overall website development is completed. At the completion of the project, such materials will be deemed to be accepted and approved unless the Customer notifies the Supplier otherwise within a responsible time frame of the date the materials are made available to the Customer.
- Turnaround Time and Content Control:
The Supplier will install and publicly post or supply the Customer's website by the date specified in the project proposal, or at date agreed with Customer upon the Supplier, unless a delay is specifically requested by the Customer and agreed by the Supplier. In return, the Customer agrees to delegate a single individual as a primary contact to aid the Supplier with progressing the commission in a satisfactory and expedient manner. During the project, the Supplier will require the Customer to provide website content; text, images, movies and sound files etc. to populate the website.
- Failure to provide required website content:
The Supplier is a small business, to remain efficient we must ensure that work we have programmed is carried out at the scheduled time. On occasions we may have to reject offers for other work and enquiries to ensure that your work is completed at the time arranged. Therefore, we ask that you provide all the required information at least one (1) week prior to the agreed completion date. On any occasion where progress cannot be made with your website because we have not been given the required information in the agreed time frame, and we are delayed as result, we reserve the right to impose a surcharge of up to twenty five percent (25%). If your project involves Search Engine Optimisation, we need the text content for your site agreed 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 before the agreed time, one (1) week prior to the project completion date we reserve the right to close the project and the balance remaining becomes payable immediately. Simply put, all the above condition says is do not give us the go ahead to start until you are ready to do so. If you are commissioning a CMS website you will be provided with a content management system so that you are able to keep your content up to date yourself.
- Web Browsers:
The supplier 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, Microsoft Edge, Google Chrome, etc.). The Customer agrees that the Supplier cannot guarantee correct functionality with all browser software across different operating systems. The Supplier cannot accept responsibility for web pages which do not display acceptably in obsolete version or new versions of browsers released after the website have been designed and handed over to the Customer. As such, the Supplier 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.
The Customer retains the copyright to data, files and graphic logos provided by the Customer, and grants the Supplier the rights to publish and use such material. The Customer must obtain permission and rights to use any information or files that are copyrighted by a third party. The Customer is further responsible for granting the Supplier permission and rights for use of the same and agrees to indemnify and hold harmless the Supplier from any and all claims resulting from the Customer'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 Customer to the Supplier that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested.
- Standard Media Delivery:
Unless otherwise specified in the project quotation, this agreement assumes that any text will be provided by the Customer in electronic format (text files delivered on USB drive or via e-mail or FTP) and that all photographs and other graphics will be provided in .gif, .jpeg, .png or .tiff format. Although every reasonable attempt shall be made by the Supplier to return to the Customer any images or printed material provided for use in creation of the Customer's website, such return cannot be guaranteed.
- Design Credit:
A link to the Supplier will appear in either small type or by a small graphic at the bottom of the Customer's website. If a graphic is used, it will be designed to fit in with the overall site design. The Customer also agrees that the website developed for the Customer may be presented in the Supplier's portfolio.
- Access Requirements:
If the Customer's website is to be installed on a third-party server, the Supplier must be granted temporary read/write access to the Customer'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.
- Post-Placement Alterations:
The Supplier cannot accept responsibility for any alterations caused by a third party occurring to the Customer's pages once installed. Such alterations include, but are not limited to additions, modifications, or deletions.
- Domain Names:
The Supplier can purchase domain names on behalf of the Customer. Payment and renewal of those domain names is the responsibility of the Supplier. The loss, cancellation or otherwise of the domain brought about by non or late payment by the Customer is not the responsibility of the Supplier. The Customer should keep a record of the due dates for payment to ensure that payment is received in good time.
- Cancellation of Plans:
You have the right to modify, reject, cancel or stop any and all plans or work in process. However, you agree to reimburse us for all costs and expenses we incurred prior to your change in instructions, and which relate to non-cancellable commitments, and to defend, indemnify and hold us harmless for any liability relating to such action. We agree to use our best efforts to minimise such costs and expenses.
- Responsibilities of the Supplier and the Customer:
- The Suppliers Responsibility for Releases – We shall obtain releases, licenses, permits or other authorisation to use testimonials, copyrighted materials, photographs, artwork or any other property or rights belonging to third parties obtained by us for use in performing services for you (If applicable).
- The Customers Responsibility for Releases – You guarantee that all elements of text, images, or other artwork you provide are either owned by your good selves, or that you have permission to use them. Then when your final payment has cleared, copyright will be automatically assigned as follows:
- You'll own the visual elements that we create for this project. We'll give you source files and finished files and you should keep them somewhere safe as we're not required to keep a copy. You own all elements of text, images and data you provided, unless someone else owns them.
- We'll own the unique combination of these elements that constitutes a complete design and we'll license that to you, exclusively and in perpetuity for this project only, unless we agree otherwise. We can provide a separate estimate for that.
- Customer Responsibility for Accuracy – You shall be responsible for the accuracy, completeness and propriety of information concerning your products and services which you furnish to us verbally or in writing in connection with the performance of this Agreement.
The Supplier acknowledges its responsibility, both during and after the term of its appointment, to use all reasonable efforts to preserve the confidentiality of any proprietary or confidential information or data developed by the Supplier on behalf of the Customer or disclosed by the Customer to the Supplier.
- Term and Termination:
- Period of Agreement and Notice of Termination – This Agreement shall become effective as of date of receipt and shall continue until terminated by either party upon not less than 60 days' notice in writing given by either party to the other.
- Termination for Cause – Either party to this Agreement may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations and the default is not cured within thirty (30) days of the receipt of notice of said default, or if the default is not reasonably curable within said period, unless the defaulting party commences cure within said period and diligently proceeds to cure the default. In addition, either party may immediately terminate this Agreement by giving written notice to the other party if the other party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction, if the other party makes an assignment for the benefit of creditors, if a trustee, or similar agent is appointed with respect to any property or business of the other party, or in the case of the Customer, if the Customer materially breaches its obligations to make payment pursuant to this Agreement.
- Payment for Non-Cancellable Materials – Any non-cancellable materials, services, etc., we have properly committed ourselves to purchase for your account, (either specifically or as part of a plan such as modules, photography and/or external services) shall be paid for by you, in accordance with the provisions of this Agreement. We agree to use our best efforts to minimise such liabilities immediately upon written notification from you. We will provide written proof, upon request of the Customer, that any such materials and services, are non-cancellable.
- Materials Unpaid For – If upon termination there exist any materials furnished by us or any services performed by us for which you have not paid us in full, until such time as you have paid us in full you agree not to use any such materials, in whole or in part, or the product of such services.
- Transfer of Materials – Upon termination of this agreement, provided that there is no outstanding indebtedness then owing by the Customer to the Supplier, the Supplier shall transfer, assign and make available to the Customer all property and materials in its possession or control belonging to the Customer. The Customer agrees to pay for all costs associated with the transfer of materials.
- General Provisions:
These Terms and Conditions supersede all previous representations, understandings, or agreements. The Customer's acceptance via email, text or payment of an advance fee constitutes agreement to and acceptance of these Terms and Conditions. Payment online is an acceptance of our Terms and Conditions.
- Governing Law:
This Agreement shall be governed and construed in accordance with the laws of the United Kingdom.
- Representations and Warranties:
The parties each individually represent and warrant that each has full power and authority to enter into this Agreement and to perform all their obligations hereunder without violating the legal or equitable rights of any third party.
- Entire Agreement:
Except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole and entire Agreement and understanding between the parties hereto as to the subject matter hereof, and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter.
If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.
All the Supplier services may be used for lawful purposes only. You agree to indemnify and hold the Supplier harmless from any claims resulting from your use of our service that damages you or any other party.
The Supplier 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;
- Loss or damage to Customers' artwork/photos, supplied for the site. Immaterial whether the loss or damage results from negligence or otherwise;
- The entire liability of the Supplier to the Customer 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.