Terms of Service

Definitions

‘Agency’ – Agitate Digital Limited. Registered Office: Certus Professional Services, Bayside Business Centre, Unit 1 Sovereign Business Park, Willis Way, Poole, Dorset, United Kingdom, BH15 3TB. Referred to as ‘Agency’, ‘Agitate’, ‘Agitate Digital’.

‘Client’ – X

1. Appointment

The Client agrees to appoint the Agency for services outlined in additional SLA.

Without prejudice to the above, this agreement may be terminated immediately by either party giving written notice to the other if the other commits a material breach of this agreement, which if the breach is capable of remedy, is not remedied within 14 days of being requested to do so in writing, or in the event of the other party going into liquidation or having a receiver or administrator appointed.

2. Agency Services

The Agency will provide the Client with a comprehensive service in areas outlined in the SLA, inclusive of the day-to-day running and forward planning of the account, and communications through email and telephone.

Internal Communication

The Client’s verbal, signed or emailed approval of copy, layouts, creative and artwork will be sufficient authority for the Agency to purchase the agreed materials and prepare proofs, and the Client’s signed or emailed approval of proofs will be sufficient authority for the Agency to release such materials.

The Client’s signed or emailed approval of schedules and estimates will be sufficient authority for the Agency to make reservations and contracts for photography, copywriting and any other items.

In the event of the Client requesting in writing any cancellation or amendment to work in progress, the Agency will take reasonable steps to comply, provided that the Agency can do so within its contractual obligations to suppliers. In the event that this is not possible, the Client agrees that it will reimburse the Agency for any charges or expenses to which the Agency is committed and to also pay the Agency’s fees for such work in progress.

2.1 Agency Service Level

The Agency aims to be available for contact for standard project communication between the hours of 9am and 5:30pm. The Agency will aim to be contactable outside the working day, via email or mobile phone, for urgent communications.

2.2 Briefings / Scope

The briefings and scope of the work to be undertaken (as per clause 2) is confirmed within the proposal or subsequent scope document or clearly stated email communications. Signing this SLA confirms that this is understood and that changes outside of this will be charged additionally based on the Agency’s hourly rate.

Where additional work surpasses 1 day’s billable time, these changes would be agreed in writing with the Client before work commences.

2.3 Meetings

Subject to prior notice, the Agency will be available for meetings where Agitate Digital’s presence is required.

2.4 Deadlines

Any project completion deadlines will be agreed in advance with the Client. In all circumstances, the Agency will aim to deliver work of the required standard on or before the time agreed. The Client understands though that due to the unpredictable nature of development, issues and blockers may present themselves during the project that cause the deadline to be moved.

The Agency will, in all cases, communicate these changes in advance to the Client. Where an immediate turnaround is required by the Client, Agitate Digital will always aim but cannot guarantee to meet the requirements of the Client.

2.5 Quality of Service

Agitate Digital undertakes that all services will be performed in a professional manner, consistent with industry standards reasonably applicable to such services. If the Client considers that a breach of this undertaking has occurred, and notifies the Agency in writing, then Agitate Digital will be required to urgently redress the situation, making the utmost efforts to make good any deficient work to bring it in line with the expected requirements.

2.6 Agency Account Personnel

Agency Director – Curtis Williams

2.7 Key Personnel Changes

Any additional Account Management team members will in no way result in any deficiency in service from the Agency to the Client. Any departing key personnel will be replaced by a candidate of reasonable experience and training, as agreed by the Client.

2.8 Agency Performance

The Client may choose to set the Agency specific targets upon which the Client will judge performance. Any target, and the metrics by which the target is measurable, should be agreed between the Agency and the Client before the commencement of a monitored service or activity.

3. Project Management

3.1 Approval of Work

On completion of the design work, the Client will be notified and have the opportunity to review it (reference clause 3.3). The Client should notify the Agency, in writing, of any unsatisfactory points within 5 working days of receipt of such notification. Any work which has not been reported in writing to the Agency as unsatisfactory within the review period will be deemed to have been approved. If an extension of this 5-day window is required, this is acceptable up to 21 days with a written request.

Standard projects will undergo a process commencing with planning and design. Development will not commence until the design stage is completed and approved by the Client. Once designs have been approved, or deemed approved, work cannot subsequently be rejected, and the contract will be deemed to have been completed.

3.2 Rejected Work

If the Client rejects the work within the review period, or will not approve subsequent work performed by the Agency to remedy any points reported by the Client as unsatisfactory, and the Agency considers that the Client is unreasonable in their repeated rejection of the work, the contract will be deemed to have expired and the Agency can take any legal measures to recover both payment for the completed work and reasonable expenses incurred in recovering payment.

3.3 Changes

As per clause 2.2, the scope of the project is outlined in the proposal and agreed communications outside of this SLA. Additional requests and changes after the project has commenced are therefore not included and will be charged as extra.

Likewise, once designs have been approved, or deemed approved, they are final moving into the development stage. Further changes requested during development or after development during testing or client review stages are considered as changes to the scope of work and are also billable as extra.

Changes are possible and acceptable at any stage of the project, but costing will be reviewed and the Agency reserves the right to enforce additional charges for this.

3.4 Design Process

Project design files will be provided via a prototyping platform (Figma) for review and feedback.

3.5 Project Testing

Any development work will go through a phase of quality assurance with the Agency. This phase will ensure that the development and responsiveness of the website is, to a reasonable degree, in line with the approved designs.

The website will be tested on the top four current browsers: Chrome, Firefox, MS Edge and Safari. Internet Explorer is a discontinued product from Microsoft that is no longer supported and is therefore not supported for the development of any project or tested against unless otherwise stated. The Agency does not guarantee that the completed project will be 100% perfect on all available display sizes and resolutions due to the ever-increasing number of devices and screen possibilities. However, the Agency will develop the website to be responsive, reviewing and testing all reasonable resolution sizes at the time of development including mobile devices, tablets and desktop machines.

The Agency will resolve any issues reported in relation to responsive development free of charge for a period of 6 months after the completion of the project, unless they relate to a new device size or resolution not on the mainstream market at the time of this contract.

3.6 Search Engine Listings

Agitate Digital does not guarantee listings on Search Engines and the Client accepts that it is Search Engines, and not Agitate Digital, who determine whom they list and whom they will not.

The Client further understands there is no guaranteed placement or ranking on Search Engines and that a new website may never even appear on Search Engines at all. Agitate Digital does not control Search Engines’ algorithms, and significant shifts can appear daily, weekly and even hourly. Any Search Engine Optimisation (SEO) within the project will be as per the proposal and agreed scope and not more.

The Client understands that search engine optimisation is an ongoing marketing endeavour that sits outside a single project quote.

3.7 Website Loading Speed (Page Speed)

With all website projects, the Agency will take all measures reasonable within the project quote as outlined within the technical scope to ensure the website loads within a reasonable speed for the end user. A 3-second loading speed is what will be aimed for with all pages. The Agency is unable to guarantee that long-term, the website will maintain the performance achieved at the end of development, due to factors outside of the Agency’s control such as the host, the traffic, content changes and the end user’s technical situation.

3.8 Maintenance

Clients can opt into a maintenance service with Agitate. The maintenance services include:

• Monthly Maintenance: Allocation of up to a set and agreed number of hours per month for technical support and website maintenance. These hours are scheduled (unless otherwise stated) on a specific day each month to maintain consistency and efficiency in service delivery.
• Bug Fixes and Additional Tasks: Addressing and resolving unexpected technical issues that may arise, as well as handling occasional additional tasks.

Under the maintenance services, the Client can expect:

• Regular updates to the WordPress site, including core, theme, and plugin updates, to ensure the highest levels of security, performance, and compatibility.
• Prompt and effective resolution of any bugs or issues that may emerge, with significant concerns potentially requiring a separate statement of work.

Exclusions – The maintenance service does not include:

• Overhaul of existing website design or architecture.
• Development of new features or significant functionality changes, unless specified in a separate statement of work.
• Content creation, updating, or management, unless specifically agreed upon.

Maintenance agreements are time-bound and the specifics of what is included should be referred to within the additional quote or statement of work.

4. Fees

The Agency’s fees for projects are outlined in the accompanying proposal and are based on the Agency’s hourly rate.

The Agency’s fees for ongoing and ‘one-off’ or ‘ad-hoc’ support will be based on tracked time and billed monthly at the agreed hourly rate + VAT.

Travel relating to sales or projects where face-to-face meetings are required may be charged additionally at a rate of 50 pence per mile.

5. Period

Any contract will run from a date to be confirmed outside of this SLA. This will allow for contract and performance adjustments. Each party will need to give a minimum of 1 month’s notice if the contract is to be terminated prematurely.

6. Terms of Payment

The Client agrees to pay the amounts due on the dates specified in the original order, month end following month of invoice date, unless otherwise specified. Quoted project work is staged to be 50% up front for each project and then 50% on final completion, unless otherwise specified.

In the event that the Client does not pay the Agency in accordance with the terms agreed on the order, or in accordance with the usual terms offered to the Client, the Agency will issue one final demand for payment. Non-payment of the final demand within 7 days may result in the Agency taking legal action against the Client for recovery of all outstanding sums due.

7. VAT

All invoices are subject to VAT at 20%.

8. Copyright, Intellectual Property Rights & Design Rights

Where the Agency conceives, creates and/or designs new and/or original artistic design(s) for the Client, copyright, intellectual property rights, unregistered design rights and, if applicable, registered design rights, will pass to the Client upon payment. Any work created for the Client which is not paid for, or any intellectual property rights in such work, will belong to the Agency.

Where the Agency is required by the Client to modify an existing artistic design, the Client warrants that it owns the copyright, intellectual property rights, unregistered design rights and, if applicable, registered design rights to the material and therefore has the right to provide the Agency with the material.

In the event that it subsequently transpires that the provision of such material is in breach of copyright, intellectual property rights, or unregistered and/or registered design rights, the Client accepts full responsibility for any such infringement. The Agency does not accept any responsibility for any such infringement by the Client. By accepting these terms the Client agrees to taking sole responsibility for ensuring that it is not in breach of copyright, intellectual property rights and/or design rights.

In the event of non-payment, the Agency retains copyright, intellectual property rights and design rights to all artistic designs it creates for the Client, whether such designs are wholly original or the result of modification of existing designs provided by the Client, without payment.

9. Legal Liability and Other Claims

Except as expressly stated in this clause, the Agency shall have no liability to the Client for any loss or damage whatsoever arising from or in connection with the provision of the Services, or for any claim made against the Client by any third party.

• The Agency will provide its services with reasonable care and skill. Its liability to the Client is limited to losses, damages, costs and expenses caused by its negligence or wilful default.
• The Agency will not be liable where such losses, penalties, surcharges, interest or additional tax liabilities are due to the acts or omissions of any other person, or due to the provision of incomplete, misleading or false information, or if they are due to a failure to act on the Agency’s advice or a failure to provide relevant information.
• The Agency will not be liable for any delay or failure to perform its obligations if the delay or failure is caused by circumstances outside its reasonable control.

Without prejudice to the generality of this clause, the Agency shall have no liability for any losses or damages which may be suffered by the Client, whether direct or indirect, immediate or consequential, in the following categories:

• Any indirect or consequential loss arising under or in relation to the contract, even though the Agency was aware of the circumstances in which such loss could arise.
• Loss of profits; loss of anticipated savings; loss of business opportunity or goodwill.
• Loss of data.
• Fraudulent clicks on any of the Client’s advertising managed by the Agency.

To the extent such liability is not excluded, the Agency’s total liability (whether in contract, tort (including negligence) or otherwise) under or in connection with the contract, or based on any claim for indemnity or contribution, will not in any event exceed the total sum invoiced for the Services.

Other limitations of liability:

• The Agency shall not be liable for downtimes, interference in the form of hacking, viruses, disruptions, interruptions, faulty third-party software, search engines or websites on which a service is dependent, or other deliveries from a third party. The Agency shall use its reasonable efforts to assist in remedial efforts if so requested by the Client.
• The Agency will take reasonable steps to verify that research or other information it provides to the Client is complete and accurate, but it is expressly understood that no warranties are given by the Agency to the Client regarding the accuracy of any such information.
• The Agency shall not be liable for any changes made without notice by the Client or a third party employed by the Client to domain names, websites, links, technical setup etc. that affect the Services delivered by the Agency.
• The Agency shall use all reasonable endeavours to deliver services relating to search engine optimisation and Google Analytics in accordance with the applicable guidelines. However, the Agency shall not be liable for delayed or non-conforming performance due to changes made to standard terms, assessment algorithms, search criteria, viewing policies, prices and campaign offers, or other matters beyond the Agency’s control. In addition, the Agency shall not be liable for the discontinuation of search engines.
• The Agency shall not be liable for services relating to search engine optimisation, link building, advertisements, banners or sponsorships leading to a minimum number of views, position or frequency in searches, or for ensuring that such services lead to a certain volume of traffic, number of clicks, registrations, purchases or the like.
• The Agency shall not be responsible for URLs dropped or excluded by a search engine for any reason.
• If the Client does not implement some or all of the Agency’s recommendations, the Agency shall not bear any liability for any lack of success experienced by the Client in relation to the Services.

Limitation of Third-Party Rights

The advice and information provided to the Client as part of the Agency’s service is for the Client’s sole use and not for any third party to whom the Client may communicate it, unless the Agency has expressly agreed in writing that a specified third party may rely on the work. The Agency accepts no responsibility to third parties, including any group company to whom this agreement is not addressed, for any advice, information or material produced as part of work for the Client that the Client makes available to them. A party to this agreement is the only person who has the right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

10. Data Protection

Each Party agrees to comply, and shall procure that its directors, employees, agents, consultants and subcontractors comply, in all respects with the Data Protection Act 1998 (“DPA”), any regulations issued pursuant to the DPA, and any guidance issued by the Information Commissioner or any other regulatory body.

Each Party shall indemnify the other party against all losses, costs, claims, demands, damages, proceedings, expenses and liabilities to which the other party may become liable as a result of a failure to comply with the DPA, GDPR, any regulations issued pursuant to these, and any guidance issued by the Information Commissioner or any other regulatory body in respect of personal data.

11. Termination

Subject to clause 1 above, the Agency’s appointment may be terminated by either party giving not less than one month’s notice in writing to the other. It is agreed that during the notice period, the Client will pay or reimburse (as the case may be) the Agency its normal charges under this Agreement.