Terms & Conditions
1. Definitions & Interpretation
1.1 Within this agreement, the following definitions apply:
Additional Services: Refers to the provision of Additional Services outside the scope of the initial instruction (Initial Services).
Client Content: Represents all information, data, and materials provided by the Client to We Do Digital for inclusion in the Deliverables, including but not limited to text, images, registered logos, business names, and trademarks.
Deliverables: Encompasses the final outcomes of the Services rendered by We Do Digital to the Client, in any form, including (where relevant) code, documentation, design elements, and/or websites, excluding any Client Content.
Error: Denotes any substantial deviation of the Deliverables from the agreed Scope of Work.
IPR: Includes all intellectual property rights, whether registered or unregistered, covering copyrights, patents, design rights, database rights, trademarks, trade names, domain names, rights in software, goodwill, and confidential information, as well as any associated applications, renewals, or extensions worldwide.
Fees: Any applicable fees agreed between the Client and We Do Digital.
Marks: Covers all brands, names, trademarks, service marks, logos, and domain names.
Scope Creep: Describes any work on the Services that surpasses the estimated time frames or assumptions detailed in the Scope of Work.
We Do Digital: The service provider as referenced in this Agreement.
Project Services: Services provided to the Client as defined in the Scope of Work.
Retained Services: Ongoing services such as hosting, digital marketing, support, and maintenance, where applicable.
Scope of Work: A document prepared by We Do Digital that details the Services and Deliverables to be provided. The initial Scope of Work supersedes any previous proposals provided to the Client.
Services: Includes both Project Services and Retained Services, where applicable.
Third Party ISP(s): External internet service providers engaged by We Do Digital for Hosting Services.
1.2 Section headings are included for ease of reference only and do not affect interpretation.
1.3 Terms referring to the singular include the plural, and vice versa. Gender-specific words apply to all genders, and references to a “person” encompass individuals, partnerships, corporate entities, and unincorporated associations.
1.4 References to any party include successors, lawful assigns, and personal representatives.
1.5 The terms “including,” “in particular,” and similar expressions do not limit the scope of preceding words.
2. Services
2.1 Subject to payment of the Fees and provision of Client Content, We Do Digital agrees to deliver the Services and Deliverables in accordance with this Agreement.
2.2 Prior to the commencement of Initial Services, the Client must remit a non-refundable deposit. Services will not begin until the Client has provided written acceptance of the Scope of Work, signed this Agreement, and made any required deposit payments.
2.3 The Client acknowledges that We Do Digital schedules time and resources for the Services based on estimated timelines in the Scope of Work. Failure to promptly supply required information or responses may result in rescheduling, leading to potential delays and cost adjustments.
2.4 Any dates or times given for Service completion are estimates, and time is not of the essence. We Do Digital is not liable for losses due to delays.
2.5 Requests for Additional Services during the course of delivery may extend estimated completion times.
3. Variation To Scope Of Work, Services & Terms
3.1 This Agreement takes precedence over any conflicting Client terms or conditions.
3.2 We Do Digital reserves the right to modify these terms at its discretion, notifying the Client where necessary.
3.3 If the Client seeks to amend the Scope of Work after approval, We Do Digital will assess feasibility and potential cost implications. Any adjustments require written Client approval before proceeding.
3.4 Should a requested modification be deemed unworkable, We Do Digital retains the right to decline the change.
3.5 Additional Services requested beyond the agreed Scope of Work will require a new agreement or amendment and may be subject to additional charges.
3.6 Any errors or typographical mistakes in this Agreement or associated documents may be corrected without liability.
3.7 Except as explicitly stated, modifications to this Agreement require mutual written agreement from both parties.
4. Error Rectification
4.1 The Client must report any discrepancies in the Deliverables, and We Do Digital will make reasonable efforts to correct them.
4.2 Should the requested changes fall outside the initial Scope of Work, Clause 3.3 will apply.
4.3 If an identified Error cannot be resolved, We Do Digital may offer a proportional refund based on work completed, with no further obligations.
4.4 If an Error arises due to the Client’s actions, We Do Digital may assist in resolving it at an additional fee.
5. Client Responsibilities
5.1 The Client commits to:
5.1.1 Settling all Fees as specified in this Agreement in a timely manner.
5.1.2 Collaborating with We Do Digital and providing necessary information for efficient service delivery.
5.1.3 Understanding that unless explicitly agreed, this Agreement does not include the provision of equipment, hosting, or telecommunications, which remain the Client’s responsibility.
5.1.4 Engaging with We Do Digital in a professional and constructive manner.
5.1.5 Safeguarding any credentials provided by We Do Digital and ensuring their confidentiality.
5.1.6 Avoiding any attempts to tamper with the Deliverables or bypass security measures implemented by We Do Digital.
5.1.7 Ensuring that the Deliverables are used in line with this Agreement, applicable laws, and granted licenses.
5. Client Responsibilities (continued)
5.2 The Client acknowledges that delays or inaccuracies in providing information or approvals may impact project timelines and costs.
5.3 If the Client’s failure to respond or provide required materials causes delays, We Do Digital may:
5.3.1 Suspend work and charge for any completed tasks and associated costs.
5.3.2 Adjust timelines and Fees accordingly.
6. Client Content
6.1 The Client is responsible for ensuring that all Client Content provided to We Do Digital complies with applicable laws and does not infringe on third-party rights.
6.2 We Do Digital reserves the right to reject or remove any Client Content that is deemed inappropriate, unlawful, or otherwise in violation of this Agreement.
6.3 The Client grants We Do Digital a non-exclusive, royalty-free license to use, modify, and reproduce Client Content as necessary for the fulfilment of Services.
7. Fees
7.1 Fees for the Services are outlined in the agreement between We Do Digital and the Client. Any additional work beyond the agreed Scope of Work will be subject to extra charges.
7.2 Quoted Fees are based on estimates and may be subject to adjustments if project requirements change or additional work is requested.
7.3 We Do Digital reserves the right to revise Fees for ongoing Retained Services, with advance written notice provided to the Client.
8. Payment Terms
8.1 Invoices will be issued according to the agreed payment schedule. Payment must be made in full by the due date specified on the invoice.
8.2 All Fees are exclusive of VAT and applicable taxes unless otherwise stated.
8.3 Failure to make timely payments may result in suspension of Services until payment is received.
8.4 Late payments may incur interest charges at a rate specified in the invoice or as permitted by law.
9. Warranties
9.1 Each party represents that they have the legal authority to enter into this Agreement and that compliance with its terms will not breach any other agreements they are bound by.
9.2 We Do Digital warrants that Services will be provided with reasonable skill and care but does not guarantee that Deliverables will be error-free or meet every Client requirement unless explicitly agreed in writing.
9.3 The Client warrants that any materials, assets, or instructions they provide will not infringe upon third-party rights or applicable laws.
9.4 Except as expressly stated in this Agreement, all warranties, conditions, or terms not explicitly outlined are excluded to the fullest extent permitted by law.
10. Intellectual Property Rights
10.1 All intellectual property rights in the Deliverables, including but not limited to software, designs, text, graphics, and documentation, shall remain the property of We Do Digital unless otherwise agreed in writing.
10.2 Upon full payment of Fees, We Do Digital grants the Client a non-exclusive, non-transferable license to use the Deliverables strictly for the purposes set out in this Agreement.
10.3 The Client must not copy, distribute, modify, reverse engineer, or create derivative works from the Deliverables unless explicitly permitted by We Do Digital.
10.4 The Client is responsible for ensuring they have all necessary rights and permissions for any content, trademarks, or third-party materials provided to We Do Digital for use within the Deliverables.
11. Support & Maintenance
11.1 Support and maintenance services are not included unless explicitly specified in writing.
11.2 Where agreed, We Do Digital will provide support for the Deliverables within the defined scope and response times.
11.3 Any support beyond the agreed scope, including fixing issues arising from Client modifications, will be charged at We Do Digital’s standard hourly rates.
11.4 We Do Digital is not responsible for resolving issues caused by third-party software, hosting environments, or system updates unless specifically covered under a maintenance agreement.
12. Data Migration
12.1 If We Do Digital agrees to assist with data migration, all reasonable efforts will be made to transfer the data accurately, but no guarantee is made regarding completeness or integrity.
12.2 The Client is solely responsible for ensuring they have appropriate backups of all data before migration begins.
12.3 We Do Digital accepts no liability for loss, corruption, or errors in data arising from the migration process unless due to negligence.
12.4 Any additional work beyond the agreed migration scope will be chargeable at We Do Digital’s standard rates.
13. Hosting Services
13.1 Where Hosting Services are provided, We Do Digital will use reasonable efforts to maintain uptime, but no guarantee of uninterrupted service is given.
13.2 The Client acknowledges that hosting reliability depends on third-party infrastructure and that We Do Digital is not responsible for downtime, service failures, or security breaches originating from external providers.
13.3 The Client must ensure that all content hosted complies with applicable laws and does not contain harmful, illegal, or offensive material.
13.4 We Do Digital reserves the right to suspend or terminate Hosting Services if the Client fails to make payments or violates usage policies.
13.5 Hosting Services can be terminated by either party with 30 days’ prior written notice unless otherwise agreed.
14. Limitation Of Liability
14.1 We Do Digital’s liability to the Client, whether in contract, tort, or otherwise, shall be limited to the total Fees paid for the Services under this Agreement.
14.2 Under no circumstances shall We Do Digital be liable for indirect, consequential, or special damages, including but not limited to loss of revenue, profits, business opportunities, or anticipated savings.
14.3 We Do Digital is not responsible for any losses resulting from third-party service failures, including hosting providers, domain registrars, or third-party software.
14.4 Nothing in this Agreement limits liability for fraud, death, personal injury, or any other matter where liability cannot be lawfully excluded.
14.5 Any and all claims which the Client may wish to bring arising out of or relating to this Agreement or the relationship with We Do Digital pursuant to this Agreement will be barred unless an action is commenced within one (1) year from the date on which the act or event giving rise to the claim occurred, or one (1) year from the date on which the Client knew or should have known, in the exercise of reasonable diligence, of the facts giving rise to such claims, whichever occurs later.
15. Termination
15.1 Either party may terminate this Agreement by providing the other party with 30 days’ written notice.
15.2 We Do Digital reserves the right to terminate the Agreement with immediate effect if:
15.2.1 The Client breaches any material term of this Agreement and fails to remedy it within 14 days of notice.
15.2.2 The Client becomes insolvent, ceases trading, or enters liquidation.
15.3 Upon termination, the Client must pay all outstanding Fees for Services rendered up to the termination date.
15.4 Any licenses granted under this Agreement shall terminate immediately upon termination unless otherwise agreed in writing.
16. Confidentiality
16.1 Each party shall treat all confidential information disclosed by the other as strictly confidential and use it only for the purposes of fulfilling their obligations under this Agreement.
16.2 Confidentiality obligations shall not apply to information that:
16.2.1 Is already publicly available.
16.2.2 Is lawfully obtained from a third party without obligations of confidentiality.
16.3 The obligations in this clause shall survive termination of this Agreement for a period of five (5) years.
17. Force Majeure
17.1 Neither party shall be liable for failure to perform obligations due to circumstances beyond their reasonable control, including natural disasters, war, government restrictions, labor disputes, or internet service failures.
17.2 If a Force Majeure event continues for more than 60 days, either party may terminate this Agreement upon written notice.
18. Publicity
18.1 Unless otherwise agreed, We Do Digital may reference the Client as a client and showcase completed work in marketing materials.
18.2 The Client may request in writing that specific project details be excluded from promotional use.
19. Subcontracting
19.1 We Do Digital may subcontract certain tasks but remains responsible for the overall quality and delivery of Services.
19.2 The Client agrees not to directly engage or solicit services from any subcontractors engaged by We Do Digital for a period of twelve (12) months after the termination of this Agreement.
20. General Provisions
20.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior understandings, whether written or oral.
20.2 Any amendments or modifications to this Agreement must be in writing and signed by both parties.
20.3 The failure of either party to enforce any provision of this Agreement shall not be considered a waiver of that provision or any other rights under this Agreement.
20.4 If any provision of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect.
20.5 Nothing in this Agreement shall create any partnership, joint venture, or agency relationship between the parties.
20.6 Neither party may assign or transfer their rights or obligations under this Agreement without the prior written consent of the other party.
20.7 This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
20.8 The parties agree that any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.
20.9 Any notices required under this Agreement must be in writing and sent to the recipient’s last known address or email. Notices by email shall be deemed received on the same business day if sent before 5:30 PM; otherwise, they shall be deemed received on the next business day.