1. Definitions
“We”, “Us”, “Our” refers to DigitalHQ.
“Client”, “You”, “Your” refers to the party engaging our services.
“Services” refers to the software development, chatbot implementation, technical consultancy, or any related work as described in the Technical Design Document.
“TDD” means the Technical Design Document outlining project scope, milestones, technologies, features, and other specifications.
“Deliverables” means the final software product(s) and related materials described in the TDD.
2. Scope of Work
2.1 All Services will be defined in the TDD, which shall be reviewed and signed off by both parties prior to commencement.
2.2 Any work or features not explicitly mentioned in the TDD are outside the agreed scope and may incur additional charges.
2.3 Changes to the scope must be agreed in writing and may impact delivery timelines and cost.
3. Payment Terms
3.1 A 50% non-refundable deposit is payable upon agreement of the TDD and prior to commencement of any development work.
3.2 The remaining 50% is due upon completion of the Deliverables as defined in the TDD.
3.3 No final source code or production-ready assets will be released until the final payment has been received in full.
3.4 All fees are quoted exclusive of VAT (where applicable) and shall be payable in GBP unless otherwise stated.
4. Client Obligations
4.1 You agree to provide timely access to all required information, assets, personnel, and approvals as necessary for the completion of the Services.
4.2 You shall ensure that any materials supplied to us do not infringe third-party intellectual property rights.
4.3 Delays caused by your failure to provide such materials or feedback may result in extended delivery timelines.
5. Delivery and Timelines
5.1 Estimated milestones and deadlines are provided in good faith and are not contractually binding unless explicitly stated as such.
5.2 We will not be held liable for delays caused by third parties, unforeseen technical challenges, or circumstances beyond our control.
5.3 Partial deliveries or staged releases may be provided, as outlined in the TDD.
6. Revisions and Amendments
6.1 Unless otherwise agreed, the project includes two rounds of revisions following delivery of each milestone.
6.2 Additional revisions or amendments beyond those included may be subject to further charges at our standard hourly or day rate.
6.3 Significant scope changes will require a written Change Request and may affect cost and deadlines.
7. Cancellation and Termination
7.1 You may cancel the project at any time by providing written notice.
7.2 The initial 50% deposit is non-refundable, regardless of cancellation reason or stage of development.
7.3 If work completed at the time of cancellation exceeds 50% of the total project scope, we reserve the right to invoice for the additional work on a pro-rata basis.
7.4 We reserve the right to suspend or terminate the project in the event of non-payment or breach of these terms.
8. Intellectual Property
8.1 Upon receipt of full payment, ownership of the Deliverables (excluding third-party components or libraries) transfers to you.
8.2 We retain ownership of:
- Any tools, templates, frameworks, or reusable code not bespoke to your project;
- The right to showcase the project (non-confidential components) in our portfolio unless otherwise agreed.
9. Confidentiality
9.1 Both parties agree to treat all proprietary or confidential information shared during the project as strictly confidential.
9.2 Neither party shall disclose any such information to third parties without prior written consent unless required by law.
10. Third-Party Services
10.1 We may integrate third-party platforms (e.g. Chatbase, APIs, libraries) as part of the Deliverables.
10.2 You are responsible for any applicable licences, subscriptions, or usage fees related to such services unless explicitly included in the TDD.
10.3 We are not liable for any faults, downtime, or changes in functionality caused by third-party platforms.
11. Warranty and Support
11.1 We offer a 14-day bug fix period from final delivery, during which time we will address any defects directly caused by our code.
11.2 This warranty excludes:
- Issues arising from third-party services;
- Client modifications;
- Misuse or use outside the defined scope.
11.3 Ongoing support or maintenance must be agreed in a separate contract.
12. Limitation of Liability
12.1 To the fullest extent permitted by law, we shall not be liable for:
- Any indirect, incidental, or consequential loss or damage;
- Loss of profits, revenue, or business opportunities;
- Downtime or service disruption post-delivery.
12.2 Our total liability shall not exceed the amount paid by you under the contract for the specific Deliverables in dispute.
13. Data Protection
13.1 Each party agrees to comply with applicable data protection legislation, including the UK GDPR and Data Protection Act 2018.
13.2 We will not access, use, or disclose client data except as required to perform our services or as required by law.
14. Governing Law and Jurisdiction
14.1 These Terms are governed by the laws of England and Wales.
14.2 Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.
15. Entire Agreement
15.1 These Terms, along with the approved TDD and any signed agreements, constitute the entire agreement between the parties.
15.2 No other statements, representations or warranties shall be binding unless made in writing and signed by both parties.