Website Design and SEO Services

Terms of business

1.Parties

a. These Terms supplement the agreement made between the parties that is set out in a Booking.

b. We will start work when you accept our Booking. You can accept by letting us know that you accept, or by asking us to start work.

c. Definitions applying in these Terms are set out in Clause 14 below headed "Definitions and Law".


2. Services

a. The services to be provided are set out in the Booking. They can be amended by mutual agreement by email or by issuing a revised Booking.

b. The fee is set out in the Booking. Unless otherwise specified, office out-of-pocket expenses (including stationery, telephone charges for phone-based work, postage, USBs, DVDs, CDs, paper and consumables) will be charged as an additional charge.

c. Quality standards that are unique to the project are set out in the Booking.

d. Unless otherwise specified in the Booking, the work is entirely undertaken at our premises. When asked to travel to other premises, travel time and travel expenses will also be separately chargeable.


3. Basis of Agreement

a. Our Services are provided on a ‘business-to-business’ basis. If you are using us for something personal (that is, as a consumer rather than related to your business), please let us know by email without delay. Any special cancellation rights you may have as a consumer will not override your obligation to pay for work that we have done in accordance with a Booking.

b. Authority: The person named in the Booking will be our main contact and has the authority to agree payments and tell us what work to do. We will not order any goods or services on your behalf unless it is authorised by that person.

c. The primary provider of Services will be identified in the Booking.

d. Associates: We may use associates to provide continuity of cover or the appropriate skills mix for your Booking. We will tell you by email who we intend to use. You will have the right to accept or reject associates before they do any work for you. Where our associates need access to your system, we will ask you to provide individual log-ins so you can track and secure their use. We contract with our associates in writing to provide appropriate levels of security and confidentiality in line with our service to you. Where they access personal data about living individuals we will share your data processing instructions.

e. Time-based Bookings only: If you want us to share time records with you, this must be specified in the Booking so that we can make sure we keep them and send them as required.

f. Insurance: If we carry professional indemnity insurance, we set out the amount we are insured for in the Booking form. If that field is blank that means we are not currently insured. If you wish us to take out insurance or additional insurance, we are happy to do so if you agree to pay the additional cost. Normally this is an annual cost, and it may not be possible to refund the charge if you do not use us for the exact year that our insurance runs. You can ask us for a copy of our current certificates of cover and policy terms.


4. Timing and Provision of Service

a. We will use our reasonable endeavours to deliver Services according to the timetable described in the Booking. You should ensure that you provide us in good time with information and/or resources specified so that we can meet deadlines. If you do not, we reserve the right to reschedule Services.

b. If the Booking provides for staged fees or deposits, late payment will result in a late start on the work which may lead to us rescheduling Services.

c. Proof reading and sign off: You are responsible for the accuracy and proofreading of content for your project – typically we will be cutting and pasting content supplied by you. The number of revision stages included in any project will be set out in the project specification (see Booking), and where further revision rounds are required because of changes or extensions made by you to the project, further revision stages will be separately chargeable at the additional work hourly rate specified in the Booking.

d. Availability: Our normal working hours are displayed on our web site, and/or set out in the Booking. Availability outside these hours cannot be guaranteed without agreement in advance, and work outside those availability hours will be subject to additional work surcharges. We are not available over the weekend or on Bank and Public Holidays unless expressly agreed.

e. We have some software and equipment we use at no additional charge to you. But where we need license fees or usage fees to provide support for you, we will charge you the cost of any licenses you have authorised us to purchase. We will normally provide all equipment needed to perform the Services. We will set out in the Booking (or Booking amendments) what they are and whether they are chargeable to you.

f. EU Data Law compliance: We are not EU Data Law compliance specialists. We will offer our advice as website technicians on ways we think may work, but we are not offering legal advice on compliance and you should seek your own advice to satisfy yourself that your security measures and website design are adequate.


5. Fees, Payments & Expenses

a. Fees are chargeable in accordance with the Booking. Where applicable VAT will be charged at the appropriate rate. Additional expenses are charged as described in the Booking.

b. Normal hours of work and availability are set out in the Booking form. For work required by you outside these hours, a charge of 150% of the additional work hourly rate set out in the Booking Form may be applied for that work.

c. For urgent additional work given by you for completion at less than 24 hours’ notice, an urgent work rate may be charged 150% of the additional work hourly rate set out in the Booking Form.

d. Out of hours and urgent work rates may both be charged for the same work if it is required by you both urgently and out of normal hours, the resulting rate being 225% of the additional work hourly rate set out in the Booking Form.

e. Where the Booking is for a fixed fee retainer or project, additional work outside the scope of the original Booking will be charged at the additional work hourly rate specified in the Booking (subject to c. and d. above where applicable).

f. Deposits are due for payment before work commences. The non-payment of a deposit may delay starting the work even if you have accepted the terms and asked us to start. “Payment” means when cleared funds appear in our bank account.

g. Payment is due as set out on the Booking or if not specified there within seven calendar days from the date on the invoice. If you do not pay by the due date, we may reschedule further work until payment is made. Additional charges may be levied for PayPal, credit card payments, specific payment methods – see Booking.

h. We reserve the right to charge interest on overdue amounts at the rate set out in the Booking, or where the Booking does not specify at the rate of 2.22% per month (equivalent to unauthorised overdraft rate from the bank). Subsequent payments will be applied to interest and finance charges first, and then applied to fees/costs outstanding.

i. Any time and expenses incurred in responding to your requests to audit data for EU Data Law compliance or complying with an external legal body’s legal requirements to disclose information or submit to audit may result in charges at our additional work hourly rate.

j. Upon termination of a Booking or this Agreement, further time-based charges may be incurred in handing over or returning data or responding to enquiries. This would be charged at our additional work hourly rate.

k. If you specify that we should securely store data for you in our software or systems for longer than six weeks after the termination of a Booking, we reserve the right to charge for this storage and securing at the rate of €500 a year or such other amount as specified in the Booking.

l. This is a business to business arrangement where no worker’s rights to statutory holiday apply between us and you. Our workers’ holiday is our responsibility. We shall keep records of our workers’ leave for inspection by Revenue (Irish Tax & Customs) or any other enforcing body.

m. We shall deduct and pay over to Revenue any tax and national insurance that may be required under any tax obligation imposed on us. If you are involved in a dispute with Revenue over who should be paying such tax, we will produce available paperwork and records to help you reduce or resist the demand.


6. Ownership of Work / Copyright Assignment


a. The Rights in work done under this Agreement will be ours. Upon payment of our fees and charges we will assign to you the Rights in any work specifically created by us under the Booking. We agree to sign any further documents needed to complete the transfer of those Rights to you. This will not include the Rights to any templates or structures or methodologies, including trade secrets or know-how, that we used or developed to deliver Services.

b. Materials which we provide to you remain our absolute property at all times unless and until assigned to you. You only have the right to use software that we share on your site under our commercial licence once you have paid our fees.

c. You promise not to breach any third-party copyright rights in sending us material to work on. In particular, all wording, photos, images, video and audio content must either be your own copyright work, or free-to-use, or you must have purchased a license for the use to which the content will be put. Custom fonts must either be free to use or have a licence purchased by you. You promise not to use any confidential or restricted information that belongs to someone else in sending us work. You will indemnify us against all costs, expenses and damages if a claim is made against us that our use of Materials provided by you breaches any third-party Rights.

d. We will use Materials that we have the rights to use. This may include third party material. You must ensure that our Rights and those of our third-party suppliers are respected.

e. We will not access, use, copy, distribute, publish or adapt any part of any information, data or documents created uniquely for you (once paid for), or material or copy provided to us by you for our own or any other person’s benefit or purposes, except that (i) we can refer to the output of your project in our portfolio and in our publicity material, and (ii) we shall not be prevented from using trade secrets or know-how that we develop during your project in other work that we do, and you acknowledge and agree that we may use the same design and coding processes on other projects.


7. Policies & Procedures

a. Resolving problems: If there is anything about your project that is not going as you want, or if you have any query or complaint, speak to us straight away. Once you have signed off work as complete, the work is complete and further changes will be charged separately.

b. Health and Safety: When working at our own premises, we are responsible for our own health and safety.

c. Working at your premises: We may from time to time work at your premises and be covered by your Health and Safety policy.

d. Any further specific requirements must be specified in the Booking.


8. Confidential Information

a. Your information and our confidentiality: You may need to share Confidential Information with us. It may be business information or information about individuals (which is also covered in Clause 9 below). We will only use Confidential Information that you send us to perform the Services set out in the Booking or if we are required to disclose it by law. We may keep some Confidential Information to keep a record of what we did for you. We will keep information in line with our Data Retention Policy (a copy of which can be found with our Data Privacy Policy).

b. Documents and information: We will need to agree with you a safe and secure system of you sending us your confidential documents and information (and us returning them to you). We do not agree to be liable for data that is not securely transmitted to us.

c. Passwords: Any passwords you give us are for our exclusive use. We will report any password changes required by site security and make sure you have up to date access. We will not share this access with any individual (including our associates). You will provide additional passwords and access if additional team members are authorised to use your systems.

d. Log-ins: Where you wish us to access systems that contain information that identifies living individuals, you should provide us (at your own expense) with a unique log in to your existing software platforms and systems.

e. We will not set up any social media or email account or fan/group/web/ forum pages using our name or our brand name(s), or for people to respond to unless your Booking specifically says so.

f. Note that we may make and keep temporary backups to ensure continuity of service.


9. Data Protection & GDPR

a. We will process your own personal data in line with our Data Privacy Policy.

b. While processing personal data in the provision of Services, we will be acting as ‘data processor’ for you, and you are the ‘data controller’.

c. We will process personal 3rd Party Data on your behalf only in response to your written instructions (which may be in the Booking, Data Processing Form, or in separate email) except where we are required by law to do so.

d. We are subject to a duty of confidence (see Clause 8a, and Clause 3d (in relation to our associates)).

e. We will take appropriate measures to ensure the security of our processing of your 3rd Party Data.

f. We will assist you in allowing 3rd parties to exercise any of their GDPR rights (including subject access). This will result in additional time-related charges (see clause 5e).

g. We will apply the security measures you set out in the Data Processing Form for protecting and securing your data. We will offer our advice as website technicians on ways we think will work, but we are not offering legal advice on compliance and you should seek your own advice to satisfy yourself that your security measures are adequate.

h. We will email you if we become aware of a Personal Data Breach. We will assist you in your investigations in establishing how this occurred. We will assist you, as you may reasonably require, in meeting your GDPR obligations in relation to the security of processing, the notification of Personal Data Breaches and data protection impact assessments. This will result in additional time-related charges (see clause 5e).

i. On written request by you, we will delete or return all 3rd party personal data supplied by you or assembled by us in the course of delivering Services to you. This will result in additional time-related charges (see clause 5e).

j. Unless the Data Processing Form specifies otherwise, we will delete all 3rd Party Data from systems within our control within six weeks of the end of the Booking without returning copies to you; we will not remove data from systems you have given us access or log-ins to, since those systems will remain under your control and we would expect you to be removing our access to them after the end of a Booking.

k. If you wish us to store 3rd Party Data beyond the termination of the Booking and the six-week run on, you must specify this in the Data Processing Form. This will result in additional related charges (see clause 5k).

l. You may audit and inspect how we handle your 3rd Party Data. We will provide you with whatever information you need to ensure that the data processing obligations under GDPR Article 28 are being met; this will result in additional time-related charges (see clause 5e).

m. We will tell you promptly if we believe you are asking us to do something infringing EU Data Law or GDPR. We are not legal experts and it is up to you to take appropriate legal advice on how to comply with EU Data law.

n. If you have instructed us to do something we believe is not within the law, we reserve the right to take advice from the Data Protection Commission (DPC) help line and to act in accordance with their indications or advice.

o. If you direct us to perform work that is counter to DPC indications or advice, we may seek a deposit from you against the likelihood of fines or other action being taken against us. We may specify such sum as we think is appropriate.

p. It is your responsibility at all times to specify suitably secure platforms and processes and to share data with us in a secure way.


10. Restriction & Limitation

a. Whilst working with us, you may be working with our associates and employees who support us. They are all under contractual terms that prohibit them from working directly for our clients for a period after they work for you. If you want one of our team to work directly for you, we would consider releasing them from their contractual obligations for a suitable fee representing the all-in cost of locating, recruiting and training a substitute and our loss of profit during this period.

b. Force majeure: We will not be liable for failure to provide services where it is not reasonably practicable to do so due to circumstances beyond our control.

c. Indemnity: You will indemnify us against any fines, costs, expenses, losses or other harm that comes to us from following any unlawful instruction or instruction to act in an unlawful way that was given by you.

d. Limitation of liability: We have quoted you a fee based on the level of insurance cover we carry as set out in the Booking and liability limitation terms set out below. If you want us to obtain additional insurance cover, we will requote.

e. There shall be no personal liability of any of our principals, directors, partners, employees, agents or sub-contractors arising in any way out of the performance or non-performance of services or relating to the supply of products.

f. We shall have no liability for any indirect or consequential losses or expenses suffered by you, however caused, including but not limited to loss of anticipated profits, goodwill, reputation, business receipts or contracts, or losses or expenses resulting from third party claims.

g. Our aggregate financial liability to you shall in no circumstances exceed the fees paid for the services which gives rise to such liability.

h. Nothing in these Terms shall be interpreted as excluding or restricting any legal liability on us or others where liability cannot legally be excluded or restricted.


11. Support

a. We offer one month of email support on completion of a Booking.

b. Support refers to a reasonable level of email queries regarding the completed design and development of your website.

c. We will respond to your query within 24 hours where possible. However if on occasion this is not possible, we will not be held liable.

d. You can purchase additional support with us on an hourly rate. Costs are outlined in the Booking or view our Services page for more details.

e. If we have built a Squarespace site for you, your hosting includes 24/7 support. Please visit www.squarespace.com for more details


12. SEO (Search Engine Optimisation)

a. For the purpose of SEO services, we will need access to your website to analyse your content and structure. We will need unlimited access to your Google Analytics data and any other relevant analytics accounts.

b. We may also request to access your Google Console to administer your website and submit sitemaps to Google for crawling. Details are included in the Booking.

c. All SEO reports are confidential. You must acknowledge that SEO is a time consuming process and it may take anything from 4 months to 6 months to see results depending on changes made and the competition within your industry.

d. We have no control over the policies of search engines with respect to the methods by which they display results and data. We cannot guarantee ranking and or consistency of results due to algorithms out of our control. Your website may be excluded from a directory or search engine at any time at the sole discretion of the search engine or directory.

e. We do not participate in any questionable SEO practices such as link farming, keyword stuffing, hidden text etc. If you choose to follow such practices, we assume no liability for this. More information can be found here: https://brightskydigital.com/news-notes/


13. Termination

a. Termination of this agreement shall not affect rights and obligations already accrued prior to termination, and shall not undermine the continued enforceability of the confidentiality and intellectual property obligations set out in these Terms.

b. Any work done after termination of a Booking or this agreement will be charged at the additional work hourly rate. This will include responding to emails, returning information, finding information, or any other action taken as a result of an email or telephone call from you or the workgroup normally assigned to give instructions to us. If you wish to avoid this, please remove us from all email groups and email correspondence and make no further requests for action or information.

c. Termination of this agreement will not invalidate such charges and invoices should be paid in accordance with the terms of this Agreement.


14. Definitions & Law

a. In these Terms, the following words or phrases have the meaning set out in this clause.

Booking" an agreement that we will supply Services on specified occasions and/or with a specified outcome as set out in a Booking Form or in a formal proposal.

“Clause” a numbered clause of this Agreement.

“Confidential Information” all information:

- that we discover because of or through our connection with you; and

- which is about or relating to you or your business (including financial information, products, services, service levels, customer satisfaction, proposed services and products, pricing, and margins) or your people (including your directors or partners, investors, staff, suppliers, customers, clients, prospects and contractors).

However, "Confidential Information" does not include information that is openly published by you, or information that is publicly available without breach of our confidentiality obligation.

“Data Processing Form” the Form completed by you setting out the framework of the processing of personal and other data required by the Booking.

“EU Data Law”, “GDPR” means the EU General Data Protection Regulation 2016/679 (as amended and replaced from time to time) (“GDPR”) and the e-Privacy Directive 2002/58/EC (as amended by Directive 2009/136/EC, and as amended and replaced from time to time), and all English legislation implementing, varying or applying those provisions (including the Privacy and Electronic Communications (EC Directive) Regulations 2003 and the Data Protection Act 2018, as amended or varied).

“including” the word "including" shall not imply any limitation on the generality of the concept or thing of which examples are being given.

"Materials" means written, audio and visual materials used or produced in the course of or to support delivery of or included in the product of Services, including fonts, videos, calculations, specifications, reports, designs, drawings, flow charts, plans, notes and reference material.

“Personal Data” information about identifiable living individuals.

“Personal Data Breach” breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, access to, or other unauthorised processing of Personal Data.

“Processing” when applied to personal data, the term ‘processing’ means any operation applied to the data, including collecting, organising, storing, altering, retrieving, using, sharing and deleting it or any part of it.

“Project Agreement” the agreement comprised in a Booking and these Terms.

“Rights” includes:

- intellectual property rights including (but not limited to) copyrights, patents, registered designs, design rights, trademarks, service marks, and

- the right to apply for or register any such protection, and

- all rights relating to trade secrets and other unpublished information.

"Services" the work to be supplied or the outcomes to be achieved by us, as set out in a Booking.

“3rd Party Data” personal data about an individual other than you.

“You” refers to the person, firm or organisation for whom Services will be performed by us.

“We” and “us” refers to the person, firm or organisation agreeing to provide Services.

b. No waiver: If we or you delay or fail to enforce any term of a Booking or these Terms on any occasion, that will not affect or limit our or your ability to enforce that term on any other occasion or at any time.

c. Severability: If any provision of a Booking or these Terms is unenforceable, it shall be struck from the Project Agreement to the minimum extent necessary to make the Project Agreement enforceable and this shall not affect the enforceability of the other provisions of the Project Agreement.

d. Law and jurisdiction: All Project Agreements are governed by Irish law and subject to the exclusive jurisdiction of the Irish courts.