1.1. A Service Level Agreement (“SLA”) is like a warranty. It outlines what is covered should any errors or bugs get spotted within a design project. The Designer will address such issues under the response times listed in clause 8.9.

1.2. The following Service Provider(s) and Client(s) will be used as the basis of the Service Level Agreement and represent the primary stakeholders associated with this Service Level Agreement:

Service Provider: designdough ltd. (“the Designer”)
Client: __________ (“Client”)

1.3. A “Project” can be a brand, website and related services, graphic, or any other design that can include: print material, signage, web graphics, copywriting, photography and strategy provided by the Designer to the Client.

1.4. “Frustrates” is a term used to describe where one party to a contract acts in a way so as to make it unrealistic for the other party to carry out their part of the contract. This can include, but isn’t exclusive to, not replying to calls or emails in a timely manner (see clause 20.5) unless previously agreed with the Designer.

1.5. The word “contract” as it appears in these terms and conditions shall mean the contract between the Designer and the Client, which will be based on the terms and conditions contained within this Service Level Agreement (SLA).

2.1. The terms and conditions contained in this SLA apply to all Clients unless agreed in writing to the contrary. No other contract terms and conditions shall apply unless specifically agreed in writing between the Designer and the Client. In the event of any ambiguity between these terms and conditions, and any terms agreed in writing between the Designer and the Client, then these terms and conditions will apply.

2.2. This SLA will accompany all estimates and quotes through provision of a web link via the Designer’s chosen accounting software. By accepting an estimate or quote, the Client is also accepting the terms and conditions contained in this SLA.

2.3. the Designer reserves the right to make any changes to these terms and conditions from time to time.

2.4. This contract is governed by the law of England and Wales, and is subject to the exclusive jurisdiction of the courts of England and Wales.

3.1. the Designer will provide the Client with initial estimates for projects on request. These estimates will be as accurate as possible and will be based on a package of initial concepts and a stated number of rounds. However the final project sum may vary from the initial estimate. An estimate as opposed to a quote is useful when the actual project sum cannot be reasonably or accurately ascertained at the onset.

3.2. Work carried out over and above this estimate, including a change in the documented specification will be subject to extra charges that will be confirmed with the Client via email prior to the commencement of the extra works. Costs will be invoiced on a per-round basis or on total completion of a project.

3.3. the Designer will provide estimates via email to Client, which will include a hyperlink to this SLA. Acceptance by a Client of an estimate by the Designer is subject to acceptance of the terms and conditions in this SLA, unless specifically agreed in writing between the Client and the Designer to the contrary.

3.4. All quotes, estimates, briefs and other documents shared between the Designer and Client are commercially confidential and may not be disclosed to third parties without prior written agreement.

3.5. Wherever possible the Designer will provide the Client with a fixed price quotation and detailed specification for a project. Fixed pricing applies to offers that are currently available via promotional means and/or a figure previously agreed between the Client and the Designer.

3.6. Items added to the specification that accompanies a fixed price quotation AFTER the Client has accepted it may incur extra charges. Wherever possible the Client will be notified of these extra charges via email before commencement of the works.

3.7. Quotations are valid for 14 days from the date stated on the quotation.

3.8. Any advance payments are due immediately, with the remainder due on completion of work and receipt of final invoice.

3.9. the Designer’s costs exclude VAT and any outside costs incurred i.e. printing/hosting, etc. unless specified otherwise.

4.1. The Client agrees to provide written approval of the proposal by means of email or letter before any work is commenced as a statement of agreement between the Client and the Designer concerning the work outlined within said proposal.
3.2. Work carried out over and above this estimate, including a change in the documented specification will be subject to extra charges that will be confirmed with the Client via email prior to the commencement of the extra works. Costs will be invoiced on a per-round basis or on total completion of a project.

3.3. the Designer will provide estimates via email to Client, which will include a hyperlink to this SLA. Acceptance by a Client of an estimate by the Designer is subject to acceptance of the terms and conditions in this SLA, unless specifically agreed in writing between the Client and the Designer to the contrary.

3.4. All quotes, estimates, briefs and other documents shared between the Designer and Client are commercially confidential and may not be disclosed to third parties without prior written agreement.

3.5. Wherever possible the Designer will provide the Client with a fixed price quotation and detailed specification for a project. Fixed pricing applies to offers that are currently available via promotional means and/or a figure previously agreed between the Client and the Designer.

3.6. Items added to the specification that accompanies a fixed price quotation AFTER the Client has accepted it may incur extra charges. Wherever possible the Client will be notified of these extra charges via email before commencement of the works.

3.7. Quotations are valid for 14 days from the date stated on the quotation.

3.8. Any advance payments are due immediately, with the remainder due on completion of work and receipt of final invoice.

3.9. the Designer’s costs exclude VAT and any outside costs incurred i.e. printing/hosting, etc. unless specified otherwise

5.1. the Designer, if required, may act as the Client’s agent and directly or through an intermediary ask another contractor and/or supplier (‘Third Party/ies’) to carry out aspects of the project (i.e. Printing/hosting etc.)

5.2. the Designer shall pay the charges of these Third Parties on the Client’s agreement, and then recharge them to the Client.

5.3. the Designer will take all reasonable care in selecting and instructing a Third Party. However, the Designer will have no control over the activities of Third Party and therefore accept no responsibility for the services provided to the client by that Third Party contractor or for any errors or omissions in its work or products.

6.1 The value of work omitted from the final deliverables that had been included in a fixed price quotation specification will be deducted from the final project sum.

6.2 Work that is in addition to that detailed in a fixed price quotation specification will be valued and added to the final project sum.

7.1. For all graphic design services that include print materials and web graphics, an estimate is calculated and then submitted to the Client.

7.2. If changes are needed to a project after the outstanding invoice has been paid then the extra charges will be confirmed with the Client, and the Client will be further invoiced for the work carried out.

7.3. After the initial brand meeting, an estimate will be issued to the Client detailing the Designer’s understanding of the Client’s position, the design direction (as discussed) and the estimated costs through provision of a specification.

7.4. If the Client requests extensive changes and modifications that are outside of the original approved specification, then these will incur extra costs. The Client will be notified of these extra charges via email before commencement of the extra works.

8.1. All websites are designed on a bespoke basis for the Client unless use of a template is indicated in the original specification.

8.2. If there are extensive changes and updates that exceed the original specification and estimate then these will be seen as additional costs and will be quoted accordingly. Items added to the website specification AFTER the Client signed it off may incur extra charges, but the Client will be notified of these extra charges via email before commencement of the works.

8.3. Please note that, as with the nature of web development, the scope of work often increases as the project progresses. With this in mind, the initial specification and estimate are subject to change and so the Designer encourages all Clients to include a contingency to their web project budget in order to cover any unforeseen works and their associated costs. the Designer will inform and discuss any change in specification or cost with the Client via email, prior to commencement of the extra works.

8.4. the Designer reserves the right to charge a daily rate for the inputting of text into a website.

8.5. the Designer will offer to Clients third party services such as those offered by Google to enhance the performance of their websites. the Designer may include in quotations the setup and maintenance of such third party services. the Designer will not be liable to the Client for any interruption, non-performance, or cancellation of the provision by third parties of any such services.

8.6 Period of Support
8.6.1. designdough will agree with the Client the period of the support agreement (WSLA). Normally this will be a 12 month recurring arrangement. The cost and subsequent invoice will be raised for the full period, unless otherwise agreed, and be payable in advance of the period.

8.7 Support Availability: Monitored 9:00AM to 5:00PM Monday – Friday

8.7.1 Emails received outside of office hours will be collected, however no action can be guaranteed until the next working day. Support Availability is bound by the terms stated in clauses (8.9 – 8.9.1.5).

8.8 Logging Support Tickets
8.8.1 Clients with an WSLA, will be able to log errors on their website or request updates to content that is not within their control. All requests should be emailed to support@designdough.co.uk. Requests logged outside either of these routes will not be subject to the response times set out below. If designdough feel a request is outside what is covered by the support agreement, they will let the Client know and discuss the request as additional development and propose a solution and cost. Work on such a request would not be undertaken until agreement with the Client on the additional cost and approach.

8.8.2 PLEASE NOTE THAT DESIGNDOUGH SCHEDULE ALL SUPPORT REQUESTS FOR EITHER MONDAY OR FRIDAY 9AM-5PM UNLESS THE SUPPORT REQUEST IS DEEMED ‘URGENT’ OR ‘HIGH’. ALL OTHER SUPPORT REQUESTS WILL BE DEALT WITH ON EITHER A MONDAY OR A FRIDAY WITHIN THE TERMS SET OUT BELOW IN CLAUSES 8.9 – 8.9.1.5.

8.8.3 It is important to note that there are numerous reasons why a website could break, become unresponsive or cease to work correctly and that whilst designdough will endeavour to fix or repair the problem there may be third party issue at play. As such designdough cannot be held responsible for all problems. however designdough will always treat the supplier/client relationship with respect and work hard to locate, fix or offer advice on how to repair third party issues, errors or bugs.

8.9 Response Times
8.9.1 designdough will classify and triage all requests as one of the following and as such will aim to resolve each within the given times:

8.9.1.1 Urgent: an error which has caused the Website to be offline. E.g, the website is down/unresponsive or there is a clear security floor within the site. Response within 1 hour. Aim to resolve within 1 working day.

8.9.1.2 High: An error that is causing the site to load incorrectly, slowly. The site is not working correctly, for instance payment gateways or forms are unresponsive. Response within 1 hour. Aim to resolve within 2 working days.

8.9.1.3 Normal: an error that inhibits typical user experience. E.g Content is overlapping incorrectly, image links are broken, text alignment, third party plugin bugs. Response within 2 hours. Aim to resolve within 4 working days.

8.9.1.4 Low: An error deemed to be of low priority. Response within 2 hours. Aim to resolve within 5 working days.

8.9.1.5 designdough understands that client priorities will differ from client to client and as such there may be support requests that may be deemed urgent by one and high by another. Designdough will work with the client and agree on the priority wherever possible.

8.10 Support on work not covered with an WSLA
8.10.1 Where support requests are received from Clients on work that is not subject to an WSLA, designdough has no responsibility to respond and fix the error reported. However, designdough will always aim to respond to the Client with a resolution route and cost associated with this. All requests outside a support agreement are treated with low priority until agreement on any cost to look at the issue. Requests from Clients with an WSLA will always supersede requests from clients without WSLAs.

8.11 Invalidation of an WSLA
8.11.1 Should a Client have or gain access to their website code files and make changes themselves or edit settings in their content management system that are only available to super administration rights, this will be classed as frustrating the progress of a project contract (see clause 17.5) and the WSLA will become invalid. Any subsequent work to rectify any issues caused and to bring the website back to state it was before would be chargeable.

9.1. The working files (including but not exclusive to .ind, .ai, .muse, .aaf, .aep, .aet and .psd formats) and source code of the Project remains the intellectual property of the Designer and may not be copied or used by any other party without the consent of the Designer.

9.2. All scripts, CSS and included files used within Client websites remains the intellectual property of the Designer and may not be copied and used by any other party without the consent of the Designer.

9.3. The stored procedures, functions and triggers programmed in to SQL Databases remain the intellectual property of the Designer and may not be copied and used by any other party without the consent of the Designer.

9.4. By supplying text, images and other data to the Designer for inclusion in the Client’s brochure or other medium, the Client declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the Client, or rightful copyright or trademark owner.

9.5. Any artwork, images, or text supplied and/or designed by the Designer on behalf of the Client, will remain the property of the Designer and/or it’s suppliers, in which full copyright will be passed to the client upon receipt of full payment.

9.6. By supplying images, text, or any other data to the Designer, the Client grants the Designer permission to use this material freely in the pursuit of the design and to utilise the designs in the Designer’s portfolio unless agreed otherwise.

9.7. Should the Designer, or the Client supply an image, text, audio clip or any other file for use in a website, multimedia presentation, print item, exhibition, advertisement or any other medium believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, the Client will agree to allow the Designer to remove and/or replace the file.

9.8. The Client agrees to fully indemnify and hold the Designer free from harm in any and all claims resulting from the Client in not having obtained all the required copyright, and/or any other necessary permissions.

9.9. the Designer reserves the right to use any work we produce for the purpose of self-promotion.

10.1. the Designer will charge hourly for services that are not included in any previous quotation. The amount charged will be based on the Designer’s standard hourly rate, unless a different hourly rate has otherwise been agreed in writing.

10.2. the Designer will review and may increase their standard hourly rate on an annual basis.

10.3. There will be a minimum charge of 15 minutes.

11.1. The Client will always receive a digital proof of works in order to sign off a Project. Digital proofs, samples, sketches, photographs, links or any other digital representation, whether partial or total, of the finished article in whatever form may be submitted to the Client for approval.

11.2. Colour print proofing is available but will incur an extra charge. All colour print proofs are available on printer’s film and therefore do not represent the final print quality or stock. the Designer will not be held responsible for discrepancies in the print process, inks, colours or stocks once a printer’s proof has been signed off.

11.3. Once happy to sign off works ready for production, Clients are to approve all files, artworks and designs via replying in the affirmative to the sign-off email sent by the Designer, having thoroughly checked that the files attached need no further amendments.

11.4. It is vitally important that the Client proofreads and checks all files, artworks and designs thoroughly before sending approval. the Designer will not be held responsible for any errors present in a file that has been signed off by the Client.

11.5. After approval, should the Client require any amendments to the approved file, artwork or design, this may incur extra charges.

11.6. Should an approved file, artwork or design already have gone in to production at the time that the Client requires an amendment, the Client is liable to pay the full cost of the production as quoted, plus the same quoted amount again in order to put the amended file, artwork or design into production again.

11.7. the Designer will deliver all products by email and/or post or courier, unless otherwise stated.

11.8. Any extra costs incurred upon request of an alternative method of delivery, must be met by the Client.

12.1. This service includes teaching the Client to monitor and update the content management system (WordPress) themselves.

12.2. This tutorial is on a 1:1 or 1:2 between the Designer and the Client.

12.3. Tutorials are set to be completed within an 8 hour time frame and are charged at a standard hourly rate.

12.4. Should the service exceed this time an additional charge will be applied.

12.5. The tutorial service includes 1 hour of phone support once the tutorial is complete. Any additional phone support or services the standard hourly rate will be applied.

13.1. Your hosting includes limited disk space and bandwidth as specified in your original quote in accordance with our hosting services.

13.2. All MySQL Server databases used for Client websites are regularly backed up by us through a Third Party, and in the unlikely event of hard drive or other technical failure with the dedicated web server will be restored and re-connected to Client website(s).

13.3. With regard to any images or download files uploaded to a Client’s website by the Client, it is the responsibility of the Client to retain a copy of these. In the unlikely event of hard drive failure or other technical failure with the dedicated web server it will be the responsibility of the Client to re-upload these files.

13.4. In the event that a Client wishes to move their website and MySQL Server Database to another web server supported by another party, then the Designer will cooperate fully, subject to all outstanding amounts being paid up in full, in advance, along with a negotiated fee where applicable to purchase the intellectual copyright of the source code etc.

13.5. In the event that the Client requires assistance with remedying a situation with their website that is not a technical fault caused by the Designer or the hosting provider, the time expended by the Designer will be charged to the Client in accordance with a standard hourly rate which will be pre-agreed with the Client.

13.6. the Designer will invoice for hosting on either a monthly or annual basis, depending on the overall length of the contract with the Client involved.

14. 1. the Designer can set-up Client email accounts with the email service provided by the hosting company. This is included in the price of the website cost. To access your email on various devices forwarders can be set up to connect other accounts. This is included in the set-up costs.

14.2. the Designer is excluded from any liability to the Client for any interruption or termination in the email service.

14.3. the Designer will troubleshoot any problems reported by the Client with their email. If the problem is due to an omission by the Designer then no charge will be made to the Client. If the problem is not due to an omission by the Designer then the Client will be charged in accordance with hourly rate charges.

15.1. the Designer includes basic SEO services when designing websites to perform well with search engines and will liaise with Clients and copywriters in trying to achieve high rankings for the appropriate keyword phrases.

15.2. the Designer accepts no responsibility or liability to the Client for the actual rankings achieved or how such rankings may vary over time.

16.1. Under the terms of the agreement, payment will be made in two parts (a & b) unless stated otherwise at estimate/quote stage, as referred to in clause (16.3):

a. 50% of the estimate/quotation total balance in order to commence work
b. The final balance will be settled in full within 14 days of completion and sign off of a design project. Failure to do so will result in an additional £75 administration fee.

16.2. the Designer standard payment terms are 14 days from the date of invoice.

16.3. the Designer will specify within estimates or quotes how a project will be invoiced. Large projects may be split in to a number of monthly interim invoices plus a final invoice on completion but this must be pre-agreed by the Designer.

16.4. Payment can be made to the Designer via cheque or BACS payment.

16.5. In special circumstances, where the Designer and the Client have agreed credit terms other than those stated in clause (13.1), all invoices are due for payment 14 days from the date stated on the express terms.

16.6. the Designer reserves the right to refer any outstanding invoices that have not been settled within 14 days to the debt recovery department of Thornbury Collections Ltd. It is their policy to pursue any outstanding invoices through the civil courts. This course of action will incur significant court costs to the Client and many potentially will be subject to the Late Payment of Debt Act at the rate of 10% above the current Bank of England base rate.

16.7. Under the express terms of the agreement, until full payment has been received all design work is the intellectual property of the Designer. It is subject to copyright and the client could face a number of penalties if continued to use it without the express written permission of the Designer is sought and received.

17.1. the Designer will take all reasonable steps to ensure that the specification quoted for the Client functions as intended.

17.2. In the event that the Client reports that some part of the specification is not functioning correctly then the Designer will investigate this and take corrective action, which will be at no expense to the Client.

17.3. In the event that the Client reports an issue that is related to a matter that falls outside of the project specification then the Designer will investigate this and email the Client a report and, if appropriate, a price to carry out the extra work involved to resolve the issue. Work can only commence once the Client has approved the report, along with any extra costs incurred.

17.4. Please note that support availability runs from Monday to Friday 9am – 5pm and does not include bank holidays.

17.5. Should a Client have or gain access to their website code files and make changes themselves or edit settings in their content management system that are only available to super administration rights, this will be classed as frustrating the progress of a project contract (see clause 1.4.) and the SLA will become invalid. Any subsequent work to rectify any issues caused and to bring the website back to state it was before would be chargeable.

18.1. the Designer does not have any liability to the Client for any delays in completing a project.

18.2. the Designer accepts no responsibility to the Client for the performance of a website, database or any other entity/service developed/setup for the Client.

19.1.the Designer will use information about the Client to provide services and products to the Client, for credit control and market research purposes.

20.1. In the event that the Client does not pay the outstanding invoice within 28 days of the due date, i.e. within 42 days of the date of the invoice, then the Designer has the right to suspend all further works for the Client until such time as payment is made in full.

20.2. In the event that the Client does not pay a hosting subscription invoice after the first year within 28 days of the due date, i.e. 42 days after the invoice date, then the Designer reserves the right to turn off any hosting services until such time as the invoice is paid in full.

20.3. In the event that the Client becomes insolvent or goes in to liquidation the Designer will terminate the contract with the Client and invoice for the full value of project works carried out to that date, plus will suspend any email or hosting services.

20.4. In the event that a Client “frustrates” the progress of a project contract with the Designer, then the Designer will be entitled to give 14 days written notice to the Client of the contract being terminated. If the Client does not satisfactorily remedy the cause(s) of the frustration, within the 14-day notice period, then the Designer will have the right to terminate the contract. The Designer will invoice the Client for the full value of works carried out to-date.

20.5. In the event that the Designer has tried to contact the Client (by any means) more than twice over the course of 32 days without success, this can be seen as the Client frustrating the progress of the Project and therefore, the Designer reserves the right to terminate the contract and invoice the client, or seek to put the contract on hold until a specified date that will be sent to the Client. If the client still hasn’t made contact by the specified date, the Designer will terminate the contract and invoice the Client 80% of the total project cost. Failure to pay this within 14 days will result in the Client being referred to the debt recovery department of Thornbury Collections Ltd and copyright will remain with the Designer.

21.1 Either party has the right to terminate the Contract in writing at any time, with due observance of a reasonable notice period.

21.2 Either party is entitled to terminate the Contract, in writing with immediate effect, without notice of default or judicial intervention being required, if:

(a) the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 21 days after receipt of notice in writing of the breach;

(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;

(e) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

(f) the other party (being an individual) is the subject of a bankruptcy petition or order;

(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);

(h) a floating charge holder over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(j)the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

21.3 Without limiting our other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to you if you fail to pay any amount due under this Contract on the due date for payment.

21.4 Without limiting our other rights or remedies, we shall have the right to suspend the supply of Services under the Contract or any other contract between you and us if:

(a) you fail to pay any amount due under this Contract on the due date for payment; or

21.5 On termination of the Contract for any reason:

(a) you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt;

(b) the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

(c) clauses which expressly or by implication have effect after termination shall continue in full force and effect.

22.1 For the purposes of this Contract, Force Majeure Event means an event beyond our reasonable control, including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, failure of an internet connection, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

22.2 We shall not be liable to you as a result of any delay or failure to perform our obligations under this Contract as a result of a Force Majeure Event.

22.3 If a Force Majeure Event prevents us from providing any of the Services for more than twelve weeks, we shall, without limiting our other rights or remedies, have the right to terminate this Contract immediately by giving you written notice.