Terms

LAST UPDATED: JAN 26, 2023

Introduction

We’ll always do our best to fulfil your needs and meet your expectations, but it’s important to have things set out in an agreement so that we both know what’s what, who should do what and when, and what will happen if something goes wrong.

You won’t find any complicated legal terms or long passages of unreadable text in this contract. We’ve no desire to trick you into signing up for something you might regret later. We do want what’s best for both parties, so in short;

You, the person or entity signing up for an account (“You or Your”), are engaging us, Elite Digital Ltd (“We, Us or Our”) for website design, development, maintenance or management services for the fees outlined on our website or in previous correspondence.

Of course it’s a little more complicated, but we’ll get to that.

What both parties agree to

You: You have the authority to enter into this agreement on behalf of yourself, your company or your organization. You’ll give us the assets and information we need to carry out work on your behalf. You’ll do this when we ask and provide the formats we ask for. You’ll review our work, provide feedback and approval in a timely manner too. You also agree to stick to the payment terms outlined later in this agreement.

Us: We have the experience and ability to deliver everything we agree to take on for you and we’ll do it all in a professional and timely manner. We’ll endeavour to meet every deadline that’s set and on top of that we’ll maintain the confidentiality of everything you give us.

By entering this agreement, you agree to the provisions outlined here in their entirity.

Team Scope

The purpose of Team, a service by us, is to provide access to a team of skilled designers and developers to fulfill your project requirements. Our team are available to work on WordPress websites and related technology. You are welcome to request any website design or development task, but while this scope is broad, we reserve the right to decline any task at our discretion, or recommend alternate arrangements.

We may at times agree to take on work that falls outside this scope on a case by case basis, but that is at our discretion and you acknowledge that as our core competency is WordPress, we may not be as efficient as other reasonably skilled practitioners in other areas. This does not affect the fee structure subject to this agreement, which applies under all circumstances unless we have agreed otherwise in writing.

Workflow

We shall make available to you various means of submitting new tasks for us to carry out for you. This is typically a project board, where you can interact directly with our team and monitor progress. However, we shall, determine the manner in which new tasks are to be submitted and reserve the right to make changes to this process at our discretion, at any time.

We shall determine the order and manner in which your tasks are carried out, unless we agree otherwise. You may add as many tasks as you wish, but please be advised that this is no guarantee that all tasks will be carried out simultaneously. While we will always try to assist you with deadlines or pressures from third parties that you may be facing, we make no guarantees that work shall be undertaken or completed within a specific timescale or by any given date or time. We will always endeavour to allocate sufficient resources to meet the demand of your development needs but just as any other organisation, our resources are finite and may be subject to change at any time.

You’ll have plenty of opportunities to review our work and provide feedback. We’ll share frequent updates and links to work in progress design or development work via the project board we create for you. We’ll have regular contact through your project board, but we can also discuss your projects by phone, email, Slack, or Zoom.

If - at any stage - you change your mind about our deliverables or aren’t happy with our work, you’ll pay us in full for the time we’ve spent working with you.

Design & Development Environments

When we undertake work for you, we will work in an environment created by us unless you provide an environment under your control, or instruct us to work on a live site. Wherever possible, we will create backups of any existing website files and databases before modifying or creating new content.

However, any responsibility for retaining pre-existing website content, in whatever form or format, ultimately rests with you, and so you should always make sure that you have any required backups before instructing us.

Similarly, once we have handed off any completed deliverables to you, in any manner as we see fit, we are no longer responsible for keeping any copies of same.

Licensed software

For any work you ask us to do that requires the use of any licensed software, such as WordPress themes or plugins, you must hold appropriate licenses for their use. We may require you to provide copies of software files and their license keys before we are able to carry out your task or project.

Graphics & Photography

Where required, you will supply graphic files in an editable, vector digital format including Adobe Illustrator (Ai) or EPS. Likewise, you will provide high resolution digital photographs. If your project requires stock images, any time we spend selecting them will count towards your billable hours and we will require you to purchase and provide those to us for use in your project.

Testing

You understand that browser testing no longer means attempting to make a website look the same in browsers of different capabilities or on devices with different size screens. You agree it does mean ensuring someone’s experience of a design should be appropriate to the capabilities of their browser or device.

We will test our work only in current versions of major desktop browsers including those made by Apple (Safari), Google (Chrome), Microsoft (Edge), and Mozilla Firefox. We won’t test in older versions unless agreed separately. If you need an enhanced design for an older browser or specific device, we will review that on a case by case basis and you understand that any additional work carried out to meet those requirements will be charged at the prevailing rate of your Team plan. We will test your design using the latest versions of:

  • iOS: Safari on iPhone and iPad
  • Android: Google Chrome

We won’t test specific Android devices, or other mobile browsers unless specifically requested.

QA & Revisions

All work carried out is subject to an internal review process. It is normal that during our checks, we highlight areas that require further work in order to meet the agreed brief. Afterall, this is the purpose of the checks. When further work is required, this does not mean that work done to that point was defective in any way.

We treat design and development work as iterative, meaning we expect revisions will be required in order to produce deliverables that both you and we are truly happy with. Therefore, all QA work and subsequent revisions count towards project time that is charged to your account.

SEO

You understand we don’t guarantee improvements to search engine rankings, but that unless you ask otherwise, the websites we develop on your behalf will be accessible to search engines. We are happy to configure SEO plugins on your websites upon your instruction.

Care Scope

Care, a service we provide, provides maintenance and associated services for websites and software they are reliant on.

If you subscribe to a Care plan and a website that you instruct us to manage is built upon, or relies upon third party software in order to maintain its look and functionality, we will perform checks on updates made available by the tool provider, and apply them to the managed website on your behalf.

Examples of third party software include WordPress, themes, and plugins that provide extended functionality or perform other tasks.

We will typically schedule updates to take place on a monthly basis. At all times unless otherwise agreed, the frequency, time and manner of the updates shall be solely at our discretion.

It is important to note that just because updates may be available, it does not mean that they should be applied immediately. Often, new releases contain unforeseen bugs and it is beneficial to delay applying the update until such time as it becomes clear that the update is stable or any bugs are addressed by the tool provider. We shall monitor the nature of updates that are available and apply them at our discretion. This may mean that there are occasions where a managed website is not utilising the latest version of third party software.

If you require updates to paid third party software that you or your client has licensed, then we may require you to provide us with the necessary update files for testing and applying to the managed website.

Occasionally, updates cause unforeseen conflicts with other software in operation on the managed website. Just to be clear, the scope of Care does not extend to fixing bugs or issues arising from incompatibility of installed software on the managed websites. Where appropriate to do so, we will advise you of any recommended additional steps, which may include using alternate software or informing a software provider of issues that we have discovered with their products.

It is important to understand that updates are often routine, but due to the nature of software interoperability, the course of action that we take will be dependent on various factors and at all times it is at our discretion how we carry out updates and handle any problems arising from them.

Where additional work is required to correct issues arising from maintenance work on a managed site, then we will carry this out under your Team plan and will be charged for at the prevailing fee structure. We will seek approval for this work from you first, unless you have pre-authorised us to carry out work of this nature in writing in advance.

Liabilities & Severability

We carry out work in accordance with good industry practice and at the standard expected from qualified people with relevant experience. That said, we can’t guarantee our work will be free from errors. We won’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them.

Your liability to us will be limited only to our fees agreed to under this agreement. You won’t be liable to us or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if we’ve advised you of them.

Finally, if any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
Phew.

IPR

You guarantee that any content you provide for any project or task is original, or that you have the rights to use it. You also guarantee you have licences to use images which are owned by photographers or have been purchased from stock libraries. The same goes for any design work you provide to us. You agree to protect us from any claim by owners of copyrighted material. When our work requires licensed fonts or images from stock libraries, we’ll ask you to purchase them so you’ll be licensed to use them.

We guarantee our work is original. When you’ve paid us in full - and if this agreement hasn’t been breached or terminated - we’ll assign intellectual property rights to you as follows:

You’ll own the graphic files we produce during your project. We’ll give you permission to use these files for any purpose.

We’ll own the unique combination of elements which constitute a complete design file. We’ll license it to you, exclusively and in perpetuity, for the specific task or project we have undertaken only.

Just to be clear, if we build or work on a website for you using solely design work or content provided by you, and we are not required to create any original design work, then the resulting deliverables are solely owned by you.

Displaying Work

We love to show off, so we reserve the right to display any aspect of our work as long as doing so doesn’t breach any confidentiality agreement. This may include sketches, work-in-progress designs and the finished project on our website, portfolio or any other media format as we see fit, for the purpose of marketing our services and instilling confidence into prospective clients.

Payment

Money shouldn’t come between friends, and as we want to stay friends, we require a payment method to be added when you create an account with us. You must keep a valid payment method on account at all times while using our services.

Your payment method will be charged differently depending on the service(s) you hire us for.

When you create an account, you will automatically be signed up for our Team service, which provides access to our team for design and development services. You will be charged monthly in arrears for all work done under this service, at the rate agreed either during the account creation process, or otherwise agreed in writing. You may change your plan at any time in your account dashboard, which you will have access to once your account is created.

When you sign up for our Care service, your payment method will be charged monthly in advance, for the amount displayed in your account dashboard or otherwise agreed in writing. Care fees are variable based on the required services and volume of each service that make up the plan.

For any of our services that are charged on a monthly or otherwise fixed regular basis (eg. annually), payment is required on the day of the completion of each cycle. For example, if your Team plan was started on Feb 1, then your payments will be due on the first of each subsequent month. We will attempt to charge your payment method on account whenever fees fall due. If the payment attempt is unsuccessful, we will continue to attempt to collect the payment until it is succesfully obtained. We also reserve the right to halt any and all services until such time as your account is brought back into good standing.

We also provide services on a one-off basis that must be paid for in full before the work is carried out. The amount charged will be displayed at the point of ordering the service or otherwise agreed in writing.

All fees charged are in USD. If your currency is different, you agree your payments will be the same value.

You agree to pay all charges associated with international transfers of funds. We reserve the right to charge interest on all overdue debts at the rate of 8% per month or part of a month.

More Legal Stuff & Applicable Law

Just like a parking ticket, you cannot transfer this agreement to anyone else without our permission.

We both agree to adhere to laws and regulations in relation to our activities under this agreement and not to cause the other to breach any relevant laws or regulations.

This agreement stays in place and need not be renewed. If we change the contents of this agreement, those changes will become effective the moment we publish them on our website. Although its language is simple, the intentions are serious and this agreement is legally binding under the exclusive jurisdiction of English and Welsh courts.