Terms & Conditions.
Hello, I’m Laura, the Founder of Ocean Digital and I’m really looking forward to working with you and delivering a friendly, professional and positive service which exceeds your expectations.
To ensure our working relationship starts on the right foot I’d like to provide you with some information so that you can clearly understand what our services involve, how they will be delivered, what we expect from you, and what will happen in the event something goes wrong (which we hope it won’t), and that’s what we hope to do within this document.
These Terms and Conditions set out the arrangement between us. They do not contain any complicated legal terms or jargon as we do not wish to trick or confuse you, we simply want to ensure we start our relationship in the right way so that we are both clear what is expected of us as we work together moving forward.
1. Introduction
1.1. These Terms and Conditions together with the privacy notice (which can be found at www.oceandigital.studio ) (“Terms”) confirm the basis on which, Ocean Digitial Limited (“we”, “our”, “us”) agree to supply any of our Services to you, the purchaser of the Services (“You”), and you will be deemed to accept them when you place your order to purchase our Services.
1.2. Our Services include graphic and web design, web development and maintenance services (“Services”) as further detailed in our proposal (“Proposal”) which we will provide for your consideration before you place your order.
2. Your Purchase of our Services
2.1. Your order and purchase of any of our Services is a contractual offer that we may, at our sole discretion, accept.
2.2. Your order is accepted, and a legally binding agreement formed, once we send your confirmation email.
2.3. If we are unable to fulfil your order, we’ll notify you by email and provide a full refund of any monies paid to us.
3. The Services
3.1. Delivery of the Services will begin on the date set out in your confirmation email, unless we agree in writing otherwise and will continue until the Services have been delivered or our arrangement is terminated in accordance with these Terms, whichever occurs first.
3.2. We agree to deliver the Services with reasonable care and skill consistent with best practices and standards applicable in our professional marketplace and to comply with all relevant regulations, guidance, standards and codes of conduct that apply or are relevant to the provision of the Services.
We agree to comply with all reasonable instructions you provide to us so long as they align with the scope of the Services as set out in the Proposal and we will deliver the Services in accordance with the timescales set out in the Proposal, or as otherwise agreed between us, save that there shall be no right to terminate or seek damages where there is a delay or any change to the timescales due to a reason beyond our control.
3.3. If the Services include hosting services these will be provided through our trusted third-party hosting provider. The cost of any hosting services will be as set out in the Proposal.
3.4. If the Services include a maintenance package on a retainer basis then any time not used in one month will be lost. Time will not be carried over to the following month under any circumstances.
3.5. If you require further contact, support or additional services over and above the hours agreed in the Proposal or the Services as set out in the Proposal, then such support and/or services will be charged at the standard hourly rate as stated in the Proposal.
4. Cooperation, approvals and authority
4.1. You agree to co-operate with us and provide us with such information as we may request to enable us to properly and effectively deliver the Services. We shall not be liable for any delay caused by your failure to provide us with any information we may request.
4.2. If you provide us with any information, images, branding, copy, documentation, specifications, data or other materials (“Materials”) you agree and warrant that you have the legal right to use and share them with us for the purposes as intended by this Agreement and that they do not infringe any third parties’ rights or any laws or regulations . We reserve the right to refuse to use any Materials which we consider breach any third party rights or which we consider are offensive, defamatory or intended to cause harm or distress to others.
4.3. When providing us with Materials you agree that you will remain responsible for the accuracy of any spelling or grammar.
4.4. You accept that it is your responsibility to regularly monitor your website and any associated pages and you acknowledge that we have no control over content posted by visitors or users of your website or page.
4.5. You accept and understand that you are solely responsible for making decisions and taking appropriate action as a result of any matters reviewed or discussed during the delivery of the Services and that we shall not be liable for your failure to make decisions, put into action any plans, techniques or regimes, or for any results whether direct or indirect arising out of the delivery of the Services.
4.6. Once delivery of the Services has concluded you will be asked to review the Services and confirm your approval in writing. Upon receipt of your approval, and subject to full payment of the Fee and any associated expenses, your website will become your responsibility unless a maintenance plan has been agreed.
5. Fees and Charges
5.1. The fee applicable for our Services (“the Fee”) along with payment terms and payment methods, will be as as set out in the Proposal. If a deposit is payable then the details will be included in the Proposal and any deposit will be non-refundable unless we fail to deliver the Services by reason of our own fault or failure.
Time for payment shall be of the essence and shall be made without deduction or withholding, except as is required by law and we must receive cleared payment of the Fee before delivery of the Services can begin.
5.2. Where we agree to accept payment by instalments, you agree to provide payment in accordance with the payment terms set out in the Proposal.
5.3. We reserve the right to vary our Fees upon 30 days’ notice in writing.
5.4. Any website, sales pages or other deliverables provided as part of the Services will only go live or be released to you once full payment of the Fee and any expenses has been provided.
5.5. All Fees will be non-refundable
5.6. In light of our clear refund policy, no chargeback or threatened chargeback claims from your debit or credit card provider will be accepted by us. Should you have any concerns with the Services then you agree to raise your concerns with us in accordance with these Terms. In the event you choose to pursue a chargeback claim without first contacting us, then you accept that such action shall constitute a breach of these Terms and you shall indemnify us for the repayment of any charges, costs or fees imposed on us by your debit or credit provider or our merchant service provider as a result of your actions, along with the our reasonable costs for dealing with the matter calculated at a rate of £100 per hour.
6. Expenses and other Charges
6.1. The Fee does not include:
6.1.1. stock photography, graphic elements or fonts which are required to be used as part of the Services;
6.1.2. software licences;
6.1.3. domain name fees;
6.1.4. any hosting fees.
Where any of the above are required then an additional fee will be payable and you shall be responsibility for providing payment in respect of those additional elements.
7. Late Payment
7.1. Where any payment due to us is more than 7 days overdue, then we shall be entitled to any or all of the following:
7.1.1. to suspend delivery of the Services until payment has been made in respect of the outstanding amount;
7.1.2. to apply a fixed sum charge in the sum of £50;
7.1.3. to apply interest to any outstanding Fees or charges at a rate of 5% per annum over the Bank of England base rate on a daily basis until payment is received in full;
7.2. In the event payment is beyond 30 days overdue then we shall be entitled to terminate this Agreement and instruct a collection agent or solicitor to seek recovery of the Fee along with interest and any accrued costs incurred in taking such action.
8. Cancellation and Termination
8.1. We shall be entitled to withdraw or cancel a Proposal if it has not been accepted by you within 14 days from the date of the Proposal.
8.2. Where you wish to change the date for delivery of the Services you must provide us with a written request to amend the date at least 7 working days prior to the agreed start date.
8.3. Where a request to amend the start date for delivery of the Services is received less than 7 working days before the agreed start date then the decision to reschedule will be at our discretion and we reserve the right to charge a rescheduling fee of 50% of the Fee.
8.4. Where a reschedule request is accepted, the rescheduled start date must take place within 4 weeks of the original date, otherwise we reserve the right to cancel your order, no refunds will be payable.
8.5. Where you wish to cancel delivery of the Services you must provide us with a written notice of your intention to cancel. In accordance with our payment terms, despite cancellation, no refunds will apply.
8.6. Where you wish to cancel ongoing maintenance services then you must provide us with one month’s prior written notice of your intention to cancel. Your notice of cancellation will be subject to any minimum service period set out in the Proposal.
8.7. We reserve our rights to terminate our agreement and your access to the Services, with immediate effect, if:
8.7.1. you commit a material breach of, or fail to comply with, your obligations under these Terms; or
8.7.2. you fail to provide payment of the Fee or any expenses as and when they become due; or
8.7.3. you are unable or are unlikely to become unable to pay your debts as and when they fall due, you enter a company voluntary arrangement, administration, liquidation or any other similar insolvency process or have a winding up petition presented against you or is wound up (in the case of a company) or is the subject of an individual voluntary arrangement or a bankruptcy order (in the case of an individual).
8.7.4. you act or behaves in a way which we reasonably consider may have a detrimental effect on our business or reputation; or
8.7.5. we reasonably believe that you are acting contrary to any applicable law or in a way which may cause damage to our business and/or reputation or bring our business into disrepute.
8.8. Upon termination of the arrangement for any reason:
8.8.1. Any sum owing to us shall become immediately due and payable ;
8.8.2. in respect of any Fees or Expenses which remain unpaid, we shall have a general lien on all of your goods and property held in our possession (whether worked on or not) and shall be entitled upon the expiry of 14 days’ notice to dispose of such goods or property in a manner and at a price we consider fit and apply the proceeds to the outstanding Fee and/or Expenses; and
8.8.3. You shall cease to use, either directly or indirectly any Confidential Information, and shall immediately return to us any documents in your possession or control which contain a record of any Confidential information.
8.8.4. All clauses which either expressly or by their nature relate to the period after the delivery of the Services or expiry or termination of the same shall remain in full force and effect;
8.9. We shall be under no duty or obligation to retain any documents, materials, resources, information or data relating to the Services following termination. It shall be your responsibility to obtain adequate copies of any documents or materials you may require.
9. Contact between us
9.1. The Services will be delivered by Ocean Digital Studio Limited a company registered in England and Wales under registration number 10675906, whose registered office is at Lytchett House, 13 Freeland Park, Wareham Road, Poole, Dorset, England, BH16 6FA
9.2. Throughout delivery of the Services we shall be available to you by:
9.2.1. pre-scheduled zoom call between 9am and 4pm GMT Monday – Tuesday; and
9.2.2. email between 9am – 4pm GMT Monday – Thursday
9.3. All contact is subject to a weekly maximum of 30 minutes. Any contact required outside of the hours set out in the proposal or the 30 minute weekly limit will incur an additional fee. For website maintenance plans, contact will be made by email only and if zoom calls or other communication forms are needed this time will form part of the hourly time purchased as part of the plan. If no hourly time has been purchased as part of the plan, non-email contact will be billed at the hourly rate as set out in the proposal.
9.4. All telephone/video calls need to be booked in advance using our scheduling link.
9.5. We shall endeavor to respond to all messages within 48 hours of receipt.
9.6. You agree and acknowledge that we shall communicate with you by email without encryption, or such other method as is agreed between us in writing, and that we shall not be liable for any loss or damage arising from the copying, mis-direction or interception of any of our communications.
9.7. Where reference in these Terms is made to the provision of a notice then any such notice shall be validly served if sent by email to the address of the other party as set out in these Terms or the Proposal and shall be deemed served, upon receipt of a valid delivery notification, if prior to 5pm UK time, or at 9am the following business day.
10. Complaints
10.1. In the event you have any concerns as to the delivery of the Services you agree to notify us of such concerns by email as soon as possible and allow us a reasonable time to investigate and resolve your concerns before taking any further action. For the purposes of this clause further action includes stopping payment or making any chargeback or similar claim.
11. Confidentiality
11.1. Protection of confidentiality is very important to us. When you disclose Confidential Information to us, we agree not to communicate, disclose, make available to others, or use it for our own purposes without your consent.
11.2. Where we disclose Confidential Information to you, you agree that the Confidential Information belongs solely and exclusively to us, and that you will not share it or use it in any manner other than in discussions as part of your use of the Services;
11.3. In these Terms, Confidential Information means ideas, know-how, business practices, customer/client details, concepts and techniques, plans, trade secrets, and other confidential and/or proprietary information (“Confidential Information”). It excludes any information that was already known to us before you provided it, or where it was already in the public domain, created by us, or provided to us separately by someone else without any breach of these Terms.
12. Intellectual Property
12.1. For the purposes of this Agreement, Intellectual Property Rights shall mean all worldwide intellectual property rights whether registered or unregistered, registrable or non-registrable, including any application or right of application for such rights and shall include copyright and related rights, database rights, confidential information, trade secrets, know how, trade names, business names, trademarks, passing off rights, patents and rights in designs.
12.2. You agree and accept that all materials, information, data, code, text, sound, video, copy, graphics, images and other content which we may provide to you in connection with the delivery of the Services (“Content”) will at all times remain our confidential and proprietary Intellectual Property and you agree not to modify, change or amend any Content without our express consent.
12.3. To the extent that it is required, we shall grant to you a personal, limited, non-transferable, non-exclusive, revocable licence to access and use our Content solely in connection with the Services as intended by this Agreement. We reserve the right to revoke any licence granted, at any time upon written notice and any licence granted will automatically terminate upon termination of this Agreement, for whatever reason.
12.4. Where we creates any new content, with or without the use of the Materials, (“New Content”) we shall retain legal title to and the Intellectual Property Rights in all such New Content until all payments due to us by you have been paid in full.
12.5. Where any materials or content we provide to you contain intellectual property belonging to a third party, use of that material will be subject to that third party’s terms and you shall be responsible for seeking consent to use it. We shall not be liable to you in respect of your use or attempted use of any material or content that contains material belonging to a third party.
12.6. The provisions of this Clause shall continue in force in accordance with their terms notwithstanding the termination of the arrangement for any reason.
13. Data Protection
13.1. In this clause, “Data Protection Legislation” means all applicable legislation in force from time to time in the United Kingdom including, but not limited to, the UK GDPR and the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended.
13.2. Any Personal Data you provide to us will be maintained, stored, accessed and processed in accordance with recognised data protection laws and legislation including the GDPR. We shall only process your Personal Data to the extent reasonably required to enable proper delivery of the Services, and shall retain it only for as long as reasonably necessary to allow completion and delivery of the Services and to comply with any legal or regulatory requirements. For full details of how we process, use, collect and store your Personal Data please refer to our privacy notice which can be found at www.oceandigital.studio.
13.3. We agree not to disclose any personal data to any third party other than our employees, contractors, agents or advisors, to the extent necessary for the performance of the Services.
13.4. Our obligations under this clause 13, along with the obligations in clauses 11 and 12 shall not apply where it’s necessary for us to disclose in connection with legal proceedings, prospective legal proceedings (whether or not in relation to these Terms) , to allow us to obtain legal advice, where we have been directed to do so by a court or other body of equivalent jurisdiction.
14. Reviews and Testimonials
14.1. Where you provide us with a testimonial, review or similar (“Review”) then in doing so you consent for us to exhibit, copy, publish, distribute, use on our website or any of our pages, our social media sites or in our advertising and marketing campaigns or email communications, your Review or part of your Review, as we reasonably require to lawfully promote our business. You can amend your consent at any time by emailing us.
14.2. You agree that following delivery of our Services we shall be entitled to add our details, including a link to our website or other associated information page, to your website as follows:
14.2.1. ‘Website designed by Ocean Digital Studio Ltd’; or
14.2.2. ‘Website Services provided by Ocean Digital Studio Ltd’; or
14.2.3. ‘Site Credit’
14.3. You agree to leave our details in place on your website for a minimum of 12 months from the date when the delivery of our Services is completed.
14.4. You agree that during the term of this Agreement and at any time thereafter, that we shall be entitled to publicly identify our working relationship and to use any of your business names, logos, trade marks or any Materials, content or other information arising during the term of this Agreement or received or created by us during provision of the Services as required by us for the purposes of marketing and promotion our business and services. Such purposes shall include use on our website and social media channels. We agree that we shall not use any information which you expressly state is confidential or which you otherwise expressly ask us not to use or share.
14.5. The provisions of this Clause shall continue in force in accordance with their terms notwithstanding the termination of the arrangement for any reason.
15. Liability
15.1. Your purchase of the Services and your compliance with these Terms does not constitute or imply any business relationship other than as set out within this Agreement.
15.2. We shall not be liable (whether caused by us, our agents, employees or otherwise) to you for:
15.2.1. any indirect, consequential or special damages, losses or costs;
15.2.2. any loss of profits, business, data, reputation or goodwill or any such anticipated losses;
15.2.3. any failure to deliver the Services where we are prevented due to a reason beyond our reasonable control; or
15.2.4. any losses arising from your choice of Service requested or your use of the Services once delivered.
15.3. We do not warrant or guarantee that your access and use of our Services will be:
15.3.1. accessible via your particular hardware or software;
15.3.2. free from interruptions or errors;
15.3.3. free from defects;
15.3.4. suitable for your particular personal situation or circumstances.
15.4. Nothing in this Clause 15, or in any other provisions of this Agreement shall limit our liability for fraud or fraudulent misrepresentation, for deliberate or wilful misconduct, or for death or personal injury;
15.5. In the event damages are incurred by you as a result of our default or breach of these Terms and Conditions, our entire liability is limited to the amount of the relevant Fee paid by you at the time loss is sustained. You agree and acknowledge that this clause is fair and reasonable given the nature of this arrangement and the provision of the Services.
15.6. You agree to indemnify and hold us harmless for any action taken against us due to your violation or disregard of:
15.6.1. any of these Terms;
15.6.2. your use in any way in any of our Services.
15.7. Whilst we have made every effort to accurately represent the Services. Any testimonials and/or examples of results experienced are not intended to represent or guarantee that anyone will achieve the same or similar results and you accept and acknowledge that we are not able to guarantee or warrant the outcome of the Services.
15.8. It shall be your responsibility to review and check the accuracy of any deliverables provided as part of the Services. Where you notify us of any errors within 14 days, we agree to rectify such errors without further charge. For the purposes of this clause errors shall mean minor copy errors, incorrect links or incorrect sizing of print ready files.
15.9. We will not be responsible for any fixes, plugin conflicts, maintenance requirements or other issues arising following your website launch or handover (whichever is sooner).
15.10. We shall not be liable for any errors, bugs, defects or other issues that arise within or are connected to any third-party software or third-party suppliers, providers or hosts and we accept no no liability for any loss or damage resulting from a virus or other malicious software or any other event occurring that causes damage to your hardware, software, or any of your data.
15.11. We shall use our best endeavours to ensure that any website we create is compatible with the following browsers:
15.11.1. Chrome;
15.11.2. Firefox;
15.11.3. Safari
We shall not be responsible for how the website and any pages appear in any of the browsers.
15.12. We shall not be liable for any loss or damage suffered by you that arises from:
15.12.1. your failure to follow any instructions that we provide; or
15.12.2. any failure to deliver the Services where we are prevented due to a reason behind our reasonable control;
or
15.12.3. any losses arising from your choice of Services requested or your use of the Services once delivered.
15.13. During the term of this Agreement, and at any time thereafter, you agree to take no action which is intended, or would reasonably be expected, to harm us, our agents, employees, contractors, or clients, or our or their reputation or which would reasonably be expected to lead to unwanted or unfavourable publicity to us, our agents, employees, contractors, or clients.
15.14. In the event a dispute arises in connection with the provision of the Services which is incapable of being resolved by mutual consent then we both agree to submit the matter for mediation by an independent mediator. In the event a resolution is still not possible following mediation then legal action can be commenced.
15.15. We both agree that we have adequate Insurance cover to meet any liabilities that may arise in connection with these Terms and Conditions.
16. Assignment and Sub-Contracting
16.1. We reserve the right to assign, mortgage, charge or sub-license or otherwise delegate any of our rights arising out of, or in connection with this Agreement, or sub-contract or otherwise delegate any of our obligations to any third party or agent.
16.2. We shall be permitted to use our employees, agents or other qualified consultants to deliver the Services.
17. General
17.1. The failure of either one of us to actively enforce any provision of this Agreement shall not prevent that party from subsequently seeking to enforce any term or obligation of this Agreement and any such failure shall not constitute a waiver, diminution or limitation of any right.
17.2. In the event any provision of this Agreement is deemed to be invalid, or unenforceable for any reason then that provision shall be struck out and the remaining provisions shall remain valid and enforceable.
17.3. This Agreement along with the Proposal, represents the entire agreement between us and supersedes all other negotiations, drafts, correspondence and discussions prior to execution.
17.4. Every effort will be made to deliver the Services in accordance with these Terms and Conditions but we shall not be liable for any delay or failure in provision of the Services should we be prevented or delayed due to any act, event, omission or accident beyond our reasonable control (“Events”), including but not limited to any of the following: an act of god (which shall include but not be limited to fire, flood, earthquake, windstorm or other natural disaster), extreme adverse weather conditions, disease, epidemic or pandemic, strike, industrial action, lock out, lockdown, war or threat or preparation for war, civil war, civil commotion, riot, armed conflict, imposition of sanctions, embargo, terrorist attack, nuclear, chemical or biological contamination or sonic boom, explosion, delays in transit, malicious or accidental damage, collapse of building structures or failure of plant or machinery, loss at sea, any act or omission of a telecommunications officer or third party supplier of services, or any other circumstances beyond our control. Should an Event occur then time of delivery of the Services shall be extended until a reasonable time after the Event preventing or interfering with the delivery and access to the Services, and under no circumstances will we be liable for any loss or damage suffered by you as a result thereof.
17.5. Where an Event arises, we shall email you to confirm the nature and extent of the Event and any steps we are taking to mitigate its impact and effect.
17.6. Should the Event continue for longer than 6 months then either one of us shall be entitled to terminate by providing 14 days’ notice. Termination in these circumstances shall be without prejudice to the rights of either party in respect of any breach of these Terms and Conditions occurring prior to termination. Any refunds will be considered at our discretion.
17.7. This Agreement shall be governed by and in accordance with the Laws of England and Wales and the parties agree to the exclusive jurisdiction of the Courts of England and Wales and the laws from time to time in force.
17.8. You agree that no other representations have been made by us to induce you into purchasing the Services and no modification to these Terms shall be effective unless in writing and signed by both parties.
17.9. Save as provided for in clause 15.13 the Contracts (Rights of Third Parties) Act 1999 shall not apply.