Terms of business

These terms of business apply to every project and every ongoing service we provide. They are separate from the terms of use that cover browsing this website. Read them alongside your quotation: together the two documents are the contract.

1. Definitions

1.1. In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Business Day” means any day other than a Saturday, Sunday or public holiday in England, when banks in London are open for their full range of normal business;

“Care Plan” means the monthly service covering domain, hosting, software updates, security monitoring, backups, one mailbox and the included annual content change, as described in the Quotation;

“Client” means the company, firm, partnership or sole practitioner engaging the Developer to perform the Services;

“Contract” means these Terms and Conditions as amended from time to time, together with the Quotation;

“Developer”, “we” or “us” means WDL Digital Ltd trading as Double Entry Digital, a company registered in England and Wales under company registration number 12944648, whose registered office is at 124 City Road, London, England, EC1V 2NX;

“Fee(s)” means the total fees payable to the Developer for the Services as set out in the Quotation, together with any fees arising from a change to the Services;

“Final Instalment” means the remaining fifty per cent of the total Fees for the website design and development Services, payable on completion;

“First Instalment” means the non-refundable deposit of fifty per cent of the total Fees for the website design and development Services, payable on commencement;

“Quotation” means the written quotation issued to the Client setting out the Services required, the package selected and the Fees;

“Retainer Services” means the SEO and AI visibility services provided on a rolling monthly basis where set out in the Quotation;

“Services” means the services in respect of the Website including graphic design, HTML, CSS, JavaScript, structured data, content management systems and other related computer programming languages as set out in the Quotation, together with the Care Plan and any Retainer Services;

“Terms and Conditions” means these terms and conditions as amended from time to time in accordance with clause 15.6;

“UK Data Protection Legislation” means the Data Protection Act 2018 and the UK General Data Protection Regulation as defined in section 3(10), as supplemented by section 205(4), of that Act, as amended from time to time;

“Website” means the Client's website to be developed by the Developer under the Contract.

1.2. These Terms and Conditions are business-to-business. The Client confirms it is entering into the Contract in the course of a business, and the statutory rights that apply to consumers under the Consumer Rights Act 2015 do not apply.

2. Acceptance of the Services

2.1. These Terms and Conditions are to be read with, and form part of, the Quotation and set out the provisions under which the Developer will provide the Services.

2.2. Quotations are valid for thirty days from the date of issue and constitute an offer by the Developer to provide the Services on these Terms and Conditions.

2.3. By accepting the Quotation the Client acknowledges that the Developer will issue an invoice for the First Instalment, and these Terms and Conditions are then deemed accepted.

2.4. No contract exists between the Client and the Developer until the Developer issues an invoice for the First Instalment. The First Instalment must be paid before the Services commence. The Client acknowledges that the First Instalment is non-refundable in all circumstances, because design work begins on receipt.

2.5. Any service not included in the Quotation does not form part of the Contract. It is the Client's responsibility to check that the Quotation and any invoice are accurate, and to keep a copy for its records. The Developer may withdraw from the Contract at any time before payment of the First Instalment by giving written notice.

2.6. These Terms and Conditions apply to the exclusion of any other terms the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3. Scope of the Services

3.1. The Developer shall provide the Services in accordance with the package requested by the Client and set out in the Quotation.

3.2. The Client may at any time request additional services outside the original Quotation. On receiving the Client's specification, the Developer will issue an additional Quotation.

3.3. The Developer will use commercially reasonable efforts to complete the Services in a timely manner in line with the Quotation. Any dates given are estimates and time is not of the essence. Published build timescales assume the Client supplies content and feedback within the periods set out in clauses 3.6 and 7.3.

3.4. The Developer is responsible for the quality of the Services and shall ensure all work is performed with reasonable care and skill. Where the Quotation includes a functional specification and testing criteria, meeting those criteria is the sole test of completion.

3.5. The Client agrees that the Developer's standard development platform is an acceptable platform for building the Website, and that acceptance testing will take place only on that platform. Requests relating to hardware or software outside the standard development platform are additional services.

3.6. The Client agrees to provide information and content requested by the Developer within seven Business Days. If it is not provided within that period, the Developer may complete the Website using placeholder structures for the Client to populate, at which point the Services are treated as complete and all Fees fall due.

3.7. Adding site content is the Client's responsibility unless the Quotation says otherwise. Where the Quotation includes content population by the Developer:

3.7.1. the Client must provide the information and content in accordance with clause 3.6;

3.7.2. once content has been added, further alterations are subject to clause 7.5;

3.7.3. notwithstanding clause 3.4, proofreading the content and checking it for factual accuracy is the sole responsibility of the Client; and

3.7.4. content must not be taken from other websites, and it is not the Developer's responsibility to check whether supplied content has been taken from other sources.

3.8. Where the Client is a regulated accountancy practice, responsibility for compliance with the ICAEW Code of Ethics, the ACCA Rulebook, the CIMA or CIPFA codes, the CAP Code or any other applicable professional or advertising rules rests with the Client as the regulated party. The Developer will raise anything it notices, but it does not give regulatory advice and the final sign-off on claims, credentials and comparative statements is the Client's.

4. Permission and copyright

4.1. Copyright in the completed web designs, images, pages, code and source files created by the Developer for the Website assigns to the Client on payment of the Final Instalment and any other outstanding Fees. Until then, ownership of all materials produced remains with the Developer.

4.2. On that assignment the Developer waives its moral rights in the materials under Chapter IV of the Copyright, Designs and Patents Act 1988.

4.3. Clause 4.1 does not transfer ownership of any third-party or open-source component, framework, typeface, stock asset or plugin, or of the Developer's own pre-existing tools and libraries. Those are licensed to the Client for use in the Website on a perpetual, non-exclusive basis, subject to the licence terms of the relevant owner.

4.4. The Client confirms that all media and content it supplies is either owned by it or used with the full permission of the original author, and agrees to indemnify the Developer against any claim and all costs arising from the use of supplied media and content.

4.5. The Developer may include a small development credit and link in the footer of the Website. If the Client asks in writing for the credit to be removed, the Developer will remove it at no charge.

4.6. The Developer may include work done for the Client in a portfolio, case study or example, unless the Client asks in writing that it does not.

4.7. The Client agrees to abide by the terms of any third-party software or media included in the Services. The Developer's use of third-party services is subject to that provider's terms, which the Developer will identify before completion, and it is the Client's responsibility to review them.

5. Material

5.1. The Developer reserves the right to refuse to handle any information, material or content provided by the Client that it considers:

5.1.1. unlawful, or that the Developer deems inappropriate;

5.1.2. to contain a virus or hostile program;

5.1.3. to constitute harassment, racism, violence, obscenity, harmful intent or spamming; or

5.1.4. to constitute a criminal offence, or to infringe privacy or copyright.

5.2. The Developer will not publish a testimonial, review, statistic, client name or credential on the Client's Website unless the Client confirms in writing that it is genuine and can be substantiated. Publishing fake or unsubstantiated reviews is a banned practice under the Digital Markets, Competition and Consumers Act 2024 and the Developer will not do it.

6. Domain names and hosting

6.1. The Developer may, but is not obliged to, arrange domain name registration and hosting through a third-party provider.

6.2. Registration of a domain name is not an endorsement of the right to use that name. The Client is responsible for ensuring it has due title to the domain. The Developer has no liability in respect of domain name registration, and the Client indemnifies the Developer against any claim or cost arising from it.

6.3. Where the Developer registers a domain on the Client's behalf under the Care Plan, it does so as the Client's agent and the Client is the beneficial owner. On request at any time, or on termination for any reason, the Developer will transfer the domain to the Client or to a registrar of the Client's choosing, at no charge, once any outstanding Fees are paid.

6.4. The Client agrees to take legal responsibility for its use of third-party domain and hosting services and to supply truthful registration details.

6.5. The Client agrees that information submitted for the registration of a domain name may be made available publicly through the Nominet WHOIS system, and that a non-trading registrant may ask the registrar to withhold its contact details.

6.6. Where domain registration and hosting are included in the Care Plan, they are covered by the monthly Care Plan fee for as long as the Care Plan continues. If the Care Plan ends, responsibility for renewal costs passes to the Client.

6.7. Support relating to domain, hosting and email services provided by a third party is ultimately governed by that third party's terms.

6.8. Any domain or hosting service or cost not included in the Care Plan, including additional domain registrations, transfer charges, hosting upgrades, additional disk space or bandwidth, is payable by the Client.

6.9. The Client agrees to keep its contact details, including its email address, up to date with the Developer. Failure to do so may mean renewal notices are not received.

6.10. Failure to pay for domain or hosting services may result in the domain becoming available to another party and the website and email services becoming unavailable. The Developer will give the Client written notice before any service lapses for non-payment.

6.11. The Client agrees to provide any access details the Developer needs in order to deploy the Website.

6.12. The Client agrees to be responsible for its use of the domain, hosting and email services and indemnifies the Developer against any claim resulting from the Client's publication of material.

7. Projects

7.1. The Client accepts that a built page may not exactly match a static design, because of the difference between design software and browser rendering. The Developer will use reasonable endeavours to match the design as closely as possible. Where a template, theme or third-party plugin is used, some amendments may not be possible, and where they are possible further charges may apply.

7.2. During a project it is the Client's responsibility to communicate requested information promptly.

7.3. On completion of the agreed design, the Client has twenty Business Days to review and approve the Website. If no dispute is raised within that period, the Services and the Website are deemed complete and satisfactory.

7.4. The Final Instalment is due on completion of the Website. The Developer may withhold assignment of intellectual property under clause 4.1 until the Final Instalment is paid in full.

7.5. Every build package includes two rounds of alterations to the Website based on the design agreed in the Quotation. Alterations must be requested in writing within the period in clause 7.3.

7.6. Alterations requested after the period in clause 7.3, or beyond the two rounds included under clause 7.5, will be quoted separately. Subsequent alterations are charged at the Developer's hourly rate and the Developer may ask for payment in advance.

7.7. Requests for design or content changes to completed pages, for new pages, or for functionality other than that specified in the Quotation, may be quoted separately.

7.8. Where on-page optimisation is included, the Developer will optimise the pages that form part of the project. This can include title tags, meta descriptions, headings, image alternative text, internal linking and structured data.

7.9. The Developer will use reasonable endeavours to build pages that search engines and AI systems can access, understand and cite. The Developer does not guarantee any ranking, position, citation, traffic level, enquiry volume or revenue outcome, because those depend on third-party systems outside its control.

7.10. If an error arises during development that prevents the design or code matching the specification, the Developer may apply the most suitable alternative solution. Once the Website is live, or is ready to go live and only requires the Client to add content, the project is complete and clauses 7.5 to 7.7 govern further changes.

7.11. The Developer will apply reasonable skill and care in providing the Services at all times.

7.12. On request, after the Final Instalment and any outstanding Fees are paid, the Developer will provide the Client with a copy of the Website files and any database. An administration fee may apply unless the Quotation says otherwise.

7.13. On completion the Developer will deploy the Website to the live address specified by the Client.

7.14. If the Client, or a third party of its choosing, edits the Website code after completion, the Developer must be notified. The Client assumes responsibility for any issue arising from those edits, and repair work will be chargeable.

7.15. Third-party subscriptions or licences for software used on the Website may be payable by the Client.

7.16. The Developer may use subcontractors for all or part of a project. The Developer remains responsible to the Client for work performed by its subcontractors.

7.17. Where the Care Plan is in place the Developer takes regular backups. Where it is not, the Client is responsible for its own backups and for those taken by its hosting provider.

7.18. Communication between the parties will be by email, WhatsApp or other written electronic means. Neither party is required to attend a call or a meeting, and the Developer's published process does not include one.

8. Accessibility and web standards

8.1. The Developer builds and tests to WCAG 2.2 Level AA as a target at the time of sale, other than for third-party components, embedded content and any content the Client supplies or later adds. If the Client requires conformance to be formally audited or certified, or if updated guidelines are introduced after the Website is delivered, the Developer may quote separately for the additional work.

8.2. The Developer builds to the W3C HTML and CSS standards current at the time of sale. If updated standards are introduced afterwards, the Developer may quote separately for any additional work.

8.3. Sites are built to work on current versions of the major browsers, being Google Chrome, Apple Safari, Microsoft Edge and Mozilla Firefox, on desktop and mobile. The Developer cannot guarantee correct functionality on every browser, browser version, operating system or assistive technology.

8.4. After handover, later browser updates, or changes to the domain or hosting configuration, may affect the display or functionality of the Website. The Developer may quote for work required to address this, unless the Care Plan is in place, in which case routine compatibility fixes are covered.

9. Payment terms

9.1. The First Instalment is payable on acceptance of the Quotation. It is non-refundable, and the Developer will not begin work until it is received.

9.2. Fees quoted are fixed for the Services described in the Quotation. The Developer will not increase the Fees for those Services once the Quotation is accepted.

9.3. Fees may be exclusive of VAT, and the Client acknowledges that VAT may be payable in addition where applicable.

9.4. Payment for website design and development is staged: the First Instalment on acceptance of the Quotation, and the Final Instalment on completion, unless the Quotation says otherwise. Invoices are payable in full within seven days of the invoice date. No further work commences until each staged payment is received.

9.5. The Care Plan and any Retainer Services run on a rolling monthly basis. There is no minimum term. Either party may terminate on thirty days' written notice, taking effect at the end of the notice period. No exit fee, cancellation charge or balance for an unexpired term is payable. Fees for these services are invoiced monthly in advance and are payable within seven days of the invoice date. Fees already paid for the current month are not refunded on termination, and the service runs to the end of that month.

9.6. The Developer may change the Fees for the Care Plan or Retainer Services no more than once in any twelve-month period, by giving at least thirty days' written notice. If the Client does not accept the change it may terminate under clause 9.5 before the new Fees take effect, and the existing Fees apply until termination.

9.7. The Client shall pay all amounts due in full without set-off, counterclaim, deduction or withholding, except where required by law. The Developer may set off any amount owed to it by the Client against any amount payable to the Client.

9.8. The Developer may decline further work while invoices are outstanding, and may suspend the Care Plan or Retainer Services if an invoice remains unpaid thirty days after its due date, having first given the Client fourteen days' written notice. The Developer will not delete the Client's Website or data during a suspension.

9.9. Interest on overdue sums accrues daily at eight per cent above the Bank of England base rate from time to time, together with the fixed sum compensation and reasonable recovery costs provided for under the Late Payment of Commercial Debts (Interest) Act 1998.

10. Liability and warranty

10.1. Other than as set out in clause 3.4 and clause 7.11, the Developer provides the Website on an “as is” basis and gives no warranty that it will be uninterrupted or error-free, or that its content is current, accurate or complete.

10.2. Where the Website uses open-source or third-party software, including any content management system, that software is maintained by its own developers and community. Unless the Care Plan is in place, keeping that software updated is not the Developer's responsibility, and the Developer is not liable for faults, bugs, vulnerabilities or malware arising from software it does not maintain.

10.3. If the Client chooses not to use hosting arranged by the Developer, the Client is responsible for ensuring the Website is functional and secure on its own hosting, and the Developer is not responsible for issues arising from that environment.

10.4. Except where the Care Plan is in place, backing up the Client's data is the Client's responsibility.

10.5. Where the Developer replaces an existing website built by someone else, the Client is responsible for taking suitable backups before the new Website goes live.

10.6. The Developer will use reasonable endeavours to deliver within any indicated timescale but is not liable for claims, losses or costs arising from a failure to do so.

10.7. The Developer is not liable for a failure to perform caused by events beyond its reasonable control, including telecommunications failure, software or hardware failure, third-party interference, act of government, pandemic, industrial action, terrorism or war.

10.8. The Developer is not liable for indirect or consequential loss, including loss of business, profit, revenue, contract, data, goodwill or anticipated savings.

10.9. On handover the Client should satisfy itself that all files function correctly before use.

10.10. After completion, the Developer may quote separately for correcting an error, subject to clause 3.4.

10.11. The Client is responsible for compliance with laws and taxes affecting its own online trading, and indemnifies the Developer against any claim, penalty, tax or tariff arising from the Client's e-commerce activity.

10.12. If the Client enters liquidation or cannot pay its debts as they fall due, the Developer may cancel any project and invoice for work completed.

10.13. The Developer may from time to time recommend updates to the Website, including for new legislation, software compatibility or web standards, and may quote for that work separately.

10.14. Nothing in the Contract limits or excludes the Developer's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited.

10.15. Subject to clause 10.14, the Developer's total liability under the Contract, whether in contract, tort including negligence, breach of statutory duty or otherwise, is limited to the total sum paid by the Client under the Contract in the twelve months preceding the event giving rise to the claim.

11. Indemnity

11.1. The Client agrees to indemnify the Developer against all demands, liabilities, costs, losses and claims, including reasonable legal fees, arising directly or indirectly from goods or services sold by the Client through the Website, or from content the Client supplies or publishes.

11.2. This extends to all aspects of the Services, including Website content and choice of domain name.

11.3. It also extends to claims for infringement of proprietary rights or copyright, misinformation, and defective products or services supplied by the Client.

12. Confidentiality

12.1. Each party agrees not to disclose confidential information belonging to the other, whether during or after the term of the Contract, except where disclosure is required by law or by a regulator. This clause does not prevent the Developer from naming the Client and showing the Website in a portfolio, subject to clause 4.6.

13. Privacy

13.1. The Developer processes information provided by the Client in accordance with the UK Data Protection Legislation and its privacy policy. That information is used to identify the Client in communications and to contact it about the Services.

14. Data protection

14.1. In providing the Services the Developer will maintain appropriate technical and organisational measures to protect against loss, misuse, destruction and alteration of data provided by the Client or held on the Client's Website.

14.2. The Client accepts that data published online may be collected and used by third parties, and that while the Developer takes reasonable precautions it cannot guarantee the security of information published during the Services.

14.3. Where the Developer acts as a controller it will comply with the UK Data Protection Legislation and obtain any necessary consents.

14.4. Where the Developer processes personal data on the Client's behalf it acts as a processor and the Client as controller. In that capacity the Developer will: act only on the Client's documented instructions; ensure that personnel with access are under a duty of confidence; apply appropriate security measures; not engage a sub-processor without informing the Client and imposing equivalent obligations; assist the Client with data subject requests and with security, breach notification and impact assessment obligations, at the Client's cost where the assistance is material; notify the Client without undue delay on becoming aware of a personal data breach; and on termination delete or return the personal data at the Client's election, save where retention is required by law.

14.5. The Client confirms it has data protection policies in place that comply with the UK Data Protection Legislation, that it is the controller of personal data collected through its Website, and that it has a lawful basis for the processing it instructs.

14.6. Where the Website uses analytics, advertising or other non-essential cookies or similar technologies, the Client is responsible as controller for obtaining valid consent under the Privacy and Electronic Communications Regulations 2003. The Developer will implement a consent mechanism where the Quotation includes one.

15. General

15.1. The Developer may terminate the Contract by written notice if the Client is in material breach of these Terms and Conditions and, where the breach is capable of remedy, has not remedied it within fourteen days of written notice. No refund of the First Instalment is given in that situation.

15.2. If any term is held void or unenforceable, the remaining terms continue in force.

15.3. The Contract is governed by the law of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

15.4. A person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

15.5. By accepting a Quotation, or by paying an invoice for the Services, the Client confirms that it has read, understood and accepted these Terms and Conditions and agrees to be bound by them.

15.6. The Developer may change these Terms and Conditions. The version in force for your project is the version current on the date of your Quotation, and a copy is issued with it. A change does not apply to work already quoted or in progress. For the Care Plan and Retainer Services, the Developer will give at least thirty days' written notice of a change, and the Client may terminate under clause 9.5 if it does not accept it.

16. Behaviour

16.1. The Developer operates a zero-tolerance policy on abusive and threatening behaviour.

16.2. Threats, threatening behaviour or acts of violence against anyone working for or with the Developer, in person, by telephone, by email, by messaging or on social media, will end the Contract immediately and will be reported to the authorities where appropriate.

16.3. Where the Contract ends under this clause, any outstanding invoices remain payable in full.

Contact

Questions about these terms: hello@doubleentrydigital.com, or WhatsApp +44 7305 719264.

Double Entry Digital is a trading name of WDL Digital Ltd, a company registered in England and Wales, company number 12944648, registered office 124 City Road, London, England, EC1V 2NX.