Standard terms & conditions of business.
Door4’s terms and conditions of business, covering all topics including delivery and acceptance, insurance, fees and payments, and data protection.
SECTION 1 – DOOR4 GENERAL TERMS
You, the client (“Client”, “you”, “your”), have engaged us, Door4 (“Door4”, “we”, “us”, “our”) to provide a range of digital services as a digital agency to you.
We agree that the Services shall be supplied in accordance with these Standard Terms and Conditions of Business (“T&C’s”). These are the main legal terms that will govern the relationship between both parties. The project specifics and deliverables, along with the commercial terms of the engagement, shall be set out in one or more Statement of Work (“SOW”). These T&C’s are incorporated into the SOW by reference and together, constitute the entire agreement (the “Agreement”).
Where the context permits or requires the following terms shall be interpreted as follows:
an SOW for Services supplied by us;
the specific deliverables as set out in the SOW;
all content materials, data, scripts, images and information in any form created or generated by you and supplied by you to us or on your behalf;
such information as either party may from time to time provide to the other party (in whatever form including orally, written, in electronic, tape, disk, physical or visual form) relating to the Agreement and the Deliverables, and all know-how, trade secrets, tactical, scientific, statistical, financial, commercial or technical information of any kind disclosed by either party to the other whether in existence prior to the parties entering into the Agreement or which subsequently comes into existence, including any copies, reproductions, duplicates or notes in any form whatsoever;
any event that is not reasonably insurable including but not limited to any act of government, war, industrial dispute, strikes (of its own or other employees), breakdown of machinery or equipment, accident, fire, inability to obtain supplies and raw materials, or by any other cause beyond the parties’ control;
intellectual property rights including copyright, design rights, trade mark rights, database rights, moral rights, patents, service marks, applications for any of the foregoing, trade or business names, topography rights, know-how, secret formulae and processes, lists of suppliers and customers and other proprietary knowledge and information, internet domain names, rights protecting goodwill and reputation, rights in confidential information and all other rights of a like nature worldwide (registered or not); and
the digital Services; inclusive of Search Engine Optimisation, Paid Digital Media, Conversion Optimisation, website design, develop and support; under the Agreement and includes the Deliverables.
We shall supply the Services in accordance with the terms of the Agreement.
You shall fully co-operate and act in good faith towards us at all times and shall provide us with prompt feedback where requested.
We shall not be liable for any delay in the performance of the Services caused by you as a result of a failure to supply prompt feedback or approvals.
You shall be solely responsible for ensuring that all information, advice and recommendations given to us either directly or indirectly by you or by your employees, freelancers or agents are accurate, correct and suitable and acceptance of or use by us of such information, advice or recommendations shall in no way limit your responsibility hereunder, unless we specifically agree in writing to accept responsibility.
We shall assign personnel whom we consider appropriate to perform the Services and we may at any time at our discretion, assign, re-assign, or substitute personnel or appoint sub-contractors to carry out all or any of our obligations under the Agreement.
DELIVERY AND ACCEPTANCE
Delivery of the Deliverables shall be in accordance with the SOW and we shall use all commercially reasonable efforts to deliver the Deliverables by and on a timely basis. All dates and/or times specified in an SOW for performance of the Services or delivery of the Deliverables are given in good faith but are not guaranteed by us.
You shall inspect the Deliverables and shall notify us immediately if there is a material defect or non-conformity against the agreed specification as set out in the SOW and we shall remedy, correct and re-deliver the Deliverables to you as soon as reasonably practicable.
In the event you do not notify us of any defect within five (5) days then you shall be deemed to have accepted the Deliverables.
You shall not unreasonably withhold, delay, or condition acceptance of the Deliverables at any time.
You shall be deemed to have accepted the Deliverables where the Deliverables are used in a commercial or public environment.
FEES AND PAYMENT
In consideration of the provision of the Services by us, unless otherwise agreed in a SOW, you shall pay the fees set out in the SOW as follows:
Ongoing retained services invoiced on the 1st of the month, within thirty (30) days from the date of invoice.
Paid media will be invoiced in arrears for the month prior’s activity.
For the avoidance of doubt, Digital Services confirmation may include commencement of a project or service on the basis of your instruction by email.
We shall have the right to amend any SOW in the event that additional costs are incurred, or likely to be incurred, by reason of:
material changes by you or any third party in your requirements for the Services or Deliverables;
any Client Materials supplied to us for use in connection with the Agreement which, in our reasonable opinion are in any way defective, in an unsuitable quality or format or a different format to that which we are expecting to receive;
any information supplied by you or any third party in connection with the Agreement and the Services being inaccurate or incomplete, or failing to give us a full and accurate indication of the work involved and/or time and resources required; or
exceptional circumstances outside of our control, including changes in third party costs and currency fluctuations.
You shall pay the fees due under the Agreement without deduction or set-off together with any VAT invoiced and payable thereon. You shall pay any withholding tax or other similar taxes applicable for the Services or otherwise required by law to be deducted from any payment by you to us pursuant to the Agreement.
In the event payment is delayed, we may charge you interest on any overdue payment at the rate of 4% over base rate of the Bank of England from time to time.
Without prejudice to any of our other rights under the Agreement or otherwise, we may suspend performance of the provision of the Deliverables and our obligations under the Agreement where you are overdue in paying the fees or other costs set out in the Agreement and we have provided written notice to you of such overdue fees and you have not remedied such non-payment within 7 days of receipt of such notice. We shall not be liable for any delay caused to the Services as a result of such suspension.
Deliverables and Client Materials
Save for and except in respect of clauses 6.2 to 6.3 below or otherwise agreed in an SOW, all IPRs in and to the Deliverables shall pass to you only upon you paying to us all fees due under the Agreement and receipt of cleared funds by us. Only to the extent required to enable you to receive the benefit of the Deliverables, the parties may agree on terms for the licence of Door 4 IPRs (or any part of it) incorporated into the Deliverables.
All IPRs in the Client Materials shall belong to you and you hereby grant to us a perpetual, non-exclusive, transferable, sub-licensable, royalty-free licence to use your Client Materials to the extent necessary for us and/or our suppliers to provide the Services and the Deliverables.
You acknowledge and agree that we (or our third party licensors) shall retain ownership of all rights, including IPRs, in and to our proprietary software, development tools and utilities (in source code and object code), libraries, engines, subroutines and technology that predate the Agreement or are of general applicability in digital and interactive production and any modification, adaptation or improvement of the foregoing, including as described in the SOW (together “Door 4 IPRs”), and we shall not at any time be required to deliver to you any Door 4 IPRs whatsoever as part of the Deliverables.
You agree that if in the course of performing the Services we discover or devise any techniques or know-how, all rights to such techniques and know-how shall belong to and vest in us and shall be deemed to be Door 4 IPRs for the purposes of the Agreement.
You agree that we may use third party IPRs in and as part of the Deliverables. Such third party IPRs will remain vested in the third party proprietor and to the extent you are granted the right and ability to make use of the same, you may use it only on the licence terms applicable to such third party materials. You further acknowledge that we give no other warranties or undertakings in relation to the third party materials.
All information or materials provided to one party by the other party (or by a third party on their behalf) and all information that a party and those working for it or on its behalf may hear, see, or derive in connection with the Services hereunder, which are not the subject of general public knowledge, shall be deemed to be Confidential Information. Each party shall not, during or after this engagement, disclose or use any such Confidential Information without first obtaining the other party’s written authorisation. Each party shall, at the other party’s request, require those engaged by a party to sign agreements, in which such persons agree not to use or disclose the Confidential Information.
Exclusions. This Agreement imposes no obligations with respect to information which: (a) was in either party’s possession before receipt; (b) is or becomes a matter of public knowledge through no fault of either party; (c) was rightfully disclosed to either party by a third party without restriction on disclosure; or (d) is developed by either party without use of the Confidential Information as can be shown by documentary evidence. Either party may make disclosures to the extent required by law or court order provided either party makes commercially reasonable efforts to provide the other party with notice of such disclosure as promptly as possible and uses diligent efforts to limit such disclosure and obtain confidential treatment or a protective order and has allowed the other party to participate in the proceeding.
Without prejudice to any other rights or claims, each party may fully or partially cancel this Agreement by a written notice, in case of:
Material breach. In the event that the other party materially breaches any term (including non-payment of any sum due) and fails to remedy the same within 28 days of receiving written notice of the same. In addition the event that you fail to make any payment due hereunder by the due date therefore we shall be entitled to suspend the provision of all or part of the Deliverables until such time as such payment is received in full;
Permanent failure to comply. Compliance with an enforceable obligation under the Agreement by the other party becomes permanently impossible;
Bankruptcy. The other party is declared bankrupt or has been granted suspension of payment, whether or not temporary; or
Termination for legal cause. Either party may immediately suspend performance if an applicable law or an applicable government or court order prohibits such performance.
Notwithstanding clause 8.1 and without prejudice to any other rights or remedies available to you, you may give us written notice of cancellation of this Agreement (and any Services to be provided in respect of an SOW thereunder), provided that where such notice is received by us:
For Retained Services:
(a) With 30 days written notice, after the minimum term outlined in the SOW
For project agreements:
(a) less than 7 days before Services start date, 50% of the project fees shall be payable;
(b) after project commencement but before first development cycle, 75% of project fees shall be payable;
(c) after development has begun then 100% of project fees shall be payable.
We may terminate this Agreement in an event of Force Majeure, as per clause 10.
LIABILITY AND INDEMNITY
We warrant to you that we shall:
perform the Services in a professional and workmanlike manner and using no less than reasonable care and skill; and
deliver the Deliverables in accordance with the SOW in all material respects.
Except as expressly stated, we give no warranty or representation and all warranties, whether express or implied, are excluded to the fullest extent permitted by law.
Nothing in this Agreement shall exclude or in any way limit either party’s liability for fraud, or for death or personal injury caused by its negligence, or any other liability to the extent such liability cannot be excluded or limited as a matter of law.
Subject to clause 9.3 and without prejudice to any other provision of these the Agreement, you agree that:
the Agreement states the full extent of our obligations and liabilities in respect of the Deliverables and performance of the Services;
under no circumstances shall we be liable for any indirect, special or consequential loss or damage whatsoever, or for any loss of business profits, business interruption, depletion of goodwill, loss of use or corruption of data or software, whether on a direct or indirect basis; and
our entire liability for any direct loss suffered by you under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to the actual sums paid by you under the relevant SOW in which the loss was suffered.
You shall indemnify and hold us harmless from and against all claims or proceedings and all loss and damage of any kind, costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by, us as a result of or in connection with:
any defamatory or libellous matter or any infringement or alleged infringement of a third party’s IPRs or other rights arising out of the supply or use of the Client Materials in relation to the Deliverables and/or in the course of carrying out the Services; and
any breach by you, including your officers, employees, freelancers and agents of any of the terms in this Agreement.
Clause 9.5 above shall apply whether you, or your officers, employees, freelancers or agents, have been negligent or otherwise.
Any recommendations or suggestions by us relating to the use of the Deliverables are given in good faith but it is for you to satisfy yourself of the suitability of the Deliverables for their own particular purpose. We shall not be responsible for ensuring that the Deliverables comply with any legal or regulatory requirements relating to content in any territory where services are being exploited.
Neither party shall be liable to the other for any failure, delay or interruption in the performance of any term under the Agreement due to causes beyond the control of that party that make performance of the Agreement either illegal, impossible or commercially impracticable, such as, but not limited to, acts of God, war, government regulation, disaster or other casualty, strikes or threat of strikes, acts and/or threats of terrorism, curtailment of transportation services or other events beyond the control of either party.
You shall take out, maintain and keep effective at all times such insurance policies with reputable insurers as are sufficient to protect yourself against any and all risks as is necessary or usual for loss or liability which you may incur or suffer arising out of the Agreement.
You acknowledge that it is not possible for us to obtain insurance against any lost costs of production arising from loss or damage to Client Materials or any other materials of any kind supplied by you to us (whether in our possession or otherwise) and it is your responsibility to ensure that you have appropriate back-up copies of all Client Materials and you shall insure all Client Materials to their full value against all risks. You agree that we shall be under no liability whatsoever in respect of any loss or damage to or destruction of the Client Materials and for the avoidance of doubt, this includes the costs of any re-shoots requested as a result of loss or damage to Client Materials.
We may publicise, advertise and market the Deliverables on our website(s), in pitches to third parties, on social media site(s), blog(s) or in any other manner, as we may decide in our sole discretion, without your prior written consent.
It is not intended that we process any personal data as part of the Services. However, if the Services do comprise the request to process any personal data then the parties will enter into a separate Data Processing Agreement.
No variation of the Agreement (including any of the Services or Deliverables to be provided hereunder) shall be valid unless it is in writing and signed by, or on behalf of, a representative of the parties. No employee, freelancer or agent of ours has the power to vary this Agreement orally or in writing, or to make any statement or representation about the Services offered, their fitness for any purpose or any other matter.
In the event of any conflict between the T&C’s and the SOW, then the terms in the SOW shall apply.
Any notice or other communication required to be given under this Agreement or otherwise in writing may be sent by first class pre-paid post to Door 4, Burnley Wharf, Manchester Road, Burnley, BB11 1JG for the attention of the Sean Dwyer. Any notice sent by first class post shall be deemed received two working days after the date of posting.
A waiver of any right or remedy under the Agreement is effective only if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Agreement or by law shall constitute a waiver of that (or any other) right or remedy.
No partnership or joint venture is intended or created by the Agreement and neither party shall have authority to act as agent for, to bind, the other party.
If any provision of the Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Agreement, and the validity and enforceability of the other provisions of the Agreement shall not be affected.
A person who is not a party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.
The Agreement or any dispute relating to its subject matter shall be governed by and construed exclusively in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the Courts of England and Wales.
SECTION 2 – DOOR4 MEDIA BUYING TERMS
In these Terms and Conditions, the following terms shall have the following meanings:
“Media Space” shall mean the media space you are buying in which the Client Material may be displayed, whereby we manage the spend on your behalf;
Where you have engaged us for Media Buying Services (“Media Buying”) in addition to the Standard Terms and Conditions of Business, the following terms and conditions in this Section 2 shall apply.
Subject to the provisions of these terms and conditions, we shall provide the Media Buying Services in accordance with each relevant SOW, alongside a media forecast or shape plan.
PERFORMANCE AND DELIVERY
For the Media Buying Services, you shall deliver to us a completed Media Buying budget and we shall supply you with a Media Buying SOW for your approval of the Media Buying spend. Once the Media Buying spend has been approved, we shall have the authority to purchase the specific Media Space without your prior written consent, unless otherwise agreed in the applicable SOW, subject to us acting in good faith and in your best interests and subject to the Media Buying budget in the applicable SOW.
Notwithstanding any other provision of these terms and conditions, it shall remain your sole responsibility to ensure that the details in the SOW are delivered to us in sufficient time to meet schedules.
Subject to excluding where we are supplying Deliverables for incorporation in respect of the Media Buying, you shall be solely responsible for the content of the Client Materials supplied to us in respect of the Media Buying and you warrant and undertake that to us that no such Client Material shall contain any viruses, worms, logic bombs, time locks, time bombs, Trojan horses and/or bugs, infringe any copyright or other third party rights of any kind, be defamatory or otherwise transgress any laws of any country of the world.
You shall be solely responsible for ensuring that the Client Materials do not infringe any third party rights and you agree that we shall be in no way responsible for clearance of any third party material for which the relevant media is being bought.
You shall be solely responsible for ensuring that the Client Materials comply with all applicable laws, regulations and codes for the time being in force in the relevant jurisdiction, including but not limited to Advertising Standards Authority and the CAP code.
Charges are set out in the SOW and may be subject to adjustment in accordance with the general Terms and Conditions of Business. Where no charges are set out in the SOW the standard position is a flat fee of £1,500 and for any spend over £10,000 we charge 15% of the total Media Space spend.
LIMITATION OF LIABILITY
Use of the Media Space and the procedures and systems in place to provide the services and the results of such are provided on an “as is” basis to the fullest extent possible under law. We disclaim all warranties express or implied, including implied warranties of satisfactory quality and fitness for a particular purpose, in relation to the purchase of the Media Space.
We shall in no way be liable for any act or omission of the Media Space owner.
SECTION 3 – DOOR4 STANDARD RETAINER TERMS
Where you have engaged us for Retained Services (“Retainer”), in addition to the Standard Terms and Conditions of Business, the following terms and conditions shall apply.
Subject to the provisions of these terms and conditions, we shall provide the Retained Services in accordance with each applicable SOW.
The following definitions apply to this Section:
Development, Web Development: means when we add new functionality to your Website for you, such as installation or configuration of plugins and themes, HTML, CSS, theme modifications, performance/speed optimization (beyond Plan), or audits of configuration (settings, plugins, themes). Whether a particular service constitutes Web Development will be determined in our sole discretion.
Small Changes: Minor modifications to your Website, such as adding or changing content (text, images, videos, etc.), changing colours via CSS, or installation or basic configuration of a plugin. Modifying or creating any code is generally considered Web Development, beyond the scope of Small Changes. Whether a particular service constitutes Small Changes will be determined in our sole discretion.
Technical Support, Tech Support: Outside of the Support Services: when you request help with your Website, because something about your Website breaks and the cause is not the Service, or you need help to accomplish a task with your Website, or you have a question about your Website.
Website. This is the Website you have engaged us to provide Support Services for.
We will provide the Retained Services for the term set out in the applicable Retainer SOW (“Retainer Term”) and at the end of the Retainer Term unless otherwise agreed, the Retained Services will continue on a month-to-month basis and will be subject to any relevant price increases that may apply. You acknowledge the certain Retainer packages shall have a minimum contract term as set out in the applicable SOW.
We will use the provider, features and hosting capacity requirement as specified in the SOW for the Retained Services.
For the avoidance of doubt, any time spent on the above shall be deducted from the quota of time provided in the relevant retainer and/or retainer package as set out in the applicable SOW.
You acknowledge that the Retainer Fees are calculated based upon the specific Retained package set out in the applicable Retainer SOW.
In addition to any Retained Fees you shall also pay any expenses as set out in the applicable Retainer SOW. We shall not incur any expenses without your prior written consent.
Unless otherwise agreed in an applicable Retainer SOW, Retainer Fees shall be due within 30 days from the date of invoice. All Retainer Fees are excluding VAT at the prevailing rate. We will adjust your monthly Retainer cost each year according to the RPI rate of inflation. For the avoidance of doubt, this rate is announced in February and your bill will be adjusted by this amount in April on thirty (30) days written notice.
Unless otherwise stated, our standard hourly rate is £100.00 with a minimum of one (1) hour and any additional time incurred above your procured time is charges at £120.00 per hour with a minimum of one (1) hour.
All Retained services shall be provided in accordance with the Risks, Assumptions and Dependencies as set out in the applicable Support SOW.
TIME, RESOURCE & SCHEDULING
In the event you do not use all hours in the Retainer SOW, each full hour that is not used shall roll over to the following month and shall be added to the next month’s Retainer until the additional time has been used or if it has not been used within three (3) months, it shall expire. For the avoidance of doubt, the maximum available resource at any one time shall never exceed three (3) times the monthly rate and/or Resource Half Day as per the applicable package as set out in the SOW.
You acknowledge that the switching of resources from month-to-month is reliant on you providing enough notice of the desire to switch resources, as standard, 60 days in advance, and the availability of the desired resource within Door4 at the desired time. Whether a particular resource is available at a certain time will be determined at our sole discretion.
We shall schedule the Retained Services, based on the Chosen Resource in the applicable Retainer SOW, for the entirety of the Retainer Term within the agreed week of the month as per the applicable Retainer SOW.
Where possible, should some or all of the Retainer Time not be used within the agreed week of a month, we will use best endeavours to move that time back, within the same month, and available for use. We make no guarantee that the time will be available outside of the agreed week of a month.
LIMITATION OF LIABILITY
We make no guarantee for any Services for any website older than two (2) years.
We do not warrant that the functionality of your Website will be uninterrupted, free from any errors, free from loss, corruption, viruses, bugs, interference, malware or any other security breaches and we shall not be liable for any losses in relation to the aforementioned.