Standard Business Terms and Conditions

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.

  1. Acceptance:

    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.

  2. 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.

  3. 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.

  4. 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.
    • Client Agreement to Pay

    The Customer agrees to pay our monthly invoice 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 three
    percent (3%) 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.

  5. 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.

  6. 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.

  7. 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.

  8. 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.

  9. 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.

  10. Copyright:

    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.

  11. 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.

  12. 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.

  13. 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.

  14. 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.

  15. 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.

  16. 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.

  17. 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.

  18. Confidentiality:

    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.

  19. 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.
  20. 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.

  21. Governing Law:

    This Agreement shall be governed and construed in accordance with
    the laws of the United Kingdom.

  22. 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.

  23. 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.

  24. Severability:

    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.

  25. Indemnity:

    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.

  26. Liability:

    • 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.