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Terms of Engagement

Below we have outlined our terms of engagement and terms and conditions in detail. Should you have a question, please contact our team directly via email info@risebydigital.com.

Policy and terms

Our Other Services

Rise By Digital is a trading name of Rise By Digital Limited – company no: 15320423, which is a business registered in England & Wales. Below you’ll find out terms & conditions which applies to all services and products provided by us to you as a client.

 

Please Note: Additional conditions apply for supply of websites and hosting, these will be provided with your agreement.

1. Charges

Sure, here are the improved versions of the statements:

a) We reserve the right to periodically review and adjust fees in alignment with changes in service provision.

b) Details of your package and any optional charges will be provided to you separately as The Schedule of Works. These charges are reviewed periodically, and any changes will be communicated to you in writing at least 28 days prior to implementation.

c) Website development hours cover support between 9:00 am and 5:30 pm, Monday to Friday. Due to the unsocial hours, any work completed outside our normal operating hours will be billed at a rate of 1.3 hours for every hour worked.

2. standard terms of payment

Certainly. Here are the revised statements without the asterisks:

 

a) Rise By Digital invoices must be paid immediately upon receipt unless subject to credit terms as specified in your offer, and you will fully indemnify Rise By Digital for any third-party expenses incurred by Rise By Digital pursuant to your instructions. By making your payment today, you authorise Rise By Digital to obtain payment information and deduct future payments from your account in line with your agreement with Rise By Digital.

 

By submitting your payment information today through our website, you authorise Rise By Digital to obtain payment information via our secure payment processor, GoCardless, and to deduct future payments from your account in line with your current agreement with Rise By Digital.

 

Payments will be deducted from your account on the anniversary date of your account, in line with your agreement with Rise By Digital. Payments are processed through a secure merchant payment provider, and Rise By Digital is also PCI compliant, which allows us to obtain sensitive payment information from our clients. Payments submitted through risebydigital.com are secure and protected through SSL (secure socket layer) protection, ensuring that your payment details are never disclosed to third parties during the submission and delivery process.

 

b) Invoices must be paid by you (without any deduction) by way of set-off or counterclaim or otherwise as follows:

c)
Service initiation (setup) – immediately payable upon receipt of the invoice.

 

d) On-going service management fees – immediately payable upon receipt of the invoice, or up to 14 days from the date of the invoice if credit terms are made available.

 

e) For any services where a contractor or supplier requires payment before work commences, our invoice covering the same shall be paid in full 10 working days before work commences.

 

f) For software development projects, we will issue invoices for stage payments of the total project cost, and the payments to be made will be referred to as The Payment Schedule. The initial Project Mobilisation invoice is subject to immediate payment. Subsequent stage payments shall be payable up to 14 days from the date of the invoice.

 

g) Exceptional out-of-pocket expenses will be charged at cost. These include air and rail fares, hotels, and living expenses. Car travel will be charged at AA rates (but agreed with you beforehand). Normal office disbursements such as post, telephone, and fax will not be charged.

 

h) You will remain wholly responsible for paying all advertising costs (Google AdWords, etc.) directly to suppliers.

 

i) You may be charged for other third-party costs, e.g., call tracking, reporting, etc. A deposit equivalent to one month’s fees is required to cover the cost of all other third-party charges. You will be invoiced for the actual amount at the end of each month, and this must be paid immediately. No credit terms are available for third-party fees, and a handling charge will normally be applied.

 

j) Graphic design costs are charged prior to each piece of work (or amendments) being completed. You will be provided with an estimate of the number of hours and costs in advance, which you must agree to in writing (by email) before the work can commence. Once you have paid for the design (in full), the IP will be transferred to you.

 

k) It is the policy of the company that all payments under the amount of £50.00 should be taken via Direct Debit using our secure payment provider, GoCardless.

 

l) Missed and failed hosting-related payments should be resolved as quickly as possible. When payments are missed or fail to process successfully, we will carry out the following actions prior to the suspension of any hosting services:

 

1. Send an email notifying the client of the issue and ways they can resolve it.
2. After 3 days, send a second email notification.
3. The following day, make a call to reinforce the previous emails.
4. After 5 days, send a third email notifying them of the payment issue and a possible account suspension.
5. After 7 days, temporarily suspend the services and notify the client via email.
6. After 15 days, remove the website from our server and notify the client of the £79.00 reactivation fee, which applies.

 

m) The initiation of a web design or development project requires a signed or electronically submitted sign-up form, payment of half of the initial web design/development fees (or payment in full if the entire project is £500 or less), plus the client logo or any other element that is required to be used in the design.

 

n) If a billing error is noticed, the client should immediately contact Rise By Digital. Refunds of overpayments will be made for up to a maximum of three months, so clients are urged to check billing statements regularly. Refunds for more than three months will not be processed. Additionally, Rise By Digital reserves the right to bill clients for accidental undercharges for a maximum period of up to three months.

3. credit insurance

We reserve the right to take out insurance against perceived credit risks, and all our clients must be acceptable to our insurers. If our insurers revise or withdraw the normal insurance cover in respect of you, we may revise our payment terms and require payment in advance.

4. overdue accounts

a) If payment of invoices is not made when due, we reserve the right to charge late payment fees on overdue amounts. These fees are calculated at the following banded rates and will accrue daily from the due date until payment is made:

 

For invoices up to £1,000 ex VAT – £3.30 per day
For invoices from £1,001 up to £2,500 ex VAT – £6.85 per day
For invoices from £2,501 up to £5,000 ex VAT – £13.70 per day
For invoices from £5,001 up to £10,000 ex VAT – £27.40 per day
For invoices above £10,000 ex VAT – 5% per day

 

b) If payment of invoices is not made when due, we reserve the right to terminate or suspend performance of the services provided under this contract at our absolute discretion. This includes suspension and locking of all supplier accounts within our control until full payment is made and an ongoing payment plan is agreed. If the payment plan is not adhered to, we reserve the right to terminate your account(s) and/or the hosting of your website. We will also undertake legal proceedings to recover any outstanding debts.

 

c) We reserve the right to retain all work, materials, account login details, intellectual property, and any other items in our possession relating to any matter until all invoices are paid in full.

 

d) Any queries in respect of an invoice must be raised within 7 days of the date of the invoice. After this date, it will be deemed that the invoice has been accepted by you.

 

e) If the balance on a completed project has not been paid within ten business days, a 10% penalty will be added. For example, if the remaining balance on a completed project is £1,000 and that balance has not been paid within ten business days, the new balance on the completed project will automatically be increased to £1,100. Balances that are not paid within 30 days will be reported to a credit referencing agency. Balances that are not paid within 60 days will be passed on to a debt collection agency and additional collection fees will apply.

 

f) After 30 days of non-payment, we reserve the right to appoint a debt collection agency in order to recover any money owed to us. In addition, any fees related to the collection of overdue invoices will be passed on to you and added to any outstanding amount owed.

 

g) After 60 days of non-payment, we reserve the right to add an additional £50.00 (excluding VAT) for each month the amount has been overdue.

5. changes and/or cancellation of agreed projects

In the event of change or cancellation, we reserve the right to charge you for all costs of complying with your request, which may include our expenses, production costs, cancellation fees, and our fees in respect of such plans, schedules, and any work-in-progress. If the cancellation was not due to any fault on the part of Rise By Digital (for example, if you changed your mind), we also reserve the right to charge you for our time in preparation of audits, proposals, invoices, and meetings that were incurred prior to the cancellation date.

6. intellectual property (including copyright) and use of logos/client details in marketing materials or case studies

a) Existing PPC accounts will be linked to our MCC (My Client Centre) and will remain your property. However, any new campaigns or restructuring of the account will remain our property until the end of the contract and full payment is received. At that point, you can take back ownership of the account and either run it in-house or opt for us to continue managing it.

 

b) New PPC accounts will be set up in our MCC (My Client Centre) and will remain the property of Rise By Digital. At the end of the project, you can either end the contract or opt for us to continue managing the account. Subsequently, ownership of the account will be transferred to you if you provide us with one month’s notice and clear the transfer fee outlined in our terms.

 

c) The intellectual property rights (including, where appropriate, copyright and design rights) in all works created or commissioned by us and used under this agreement shall be vested in us until full payment is made. The IP will then pass to you in full, except where identified in the following sub-clauses.

 

d) Any Content Management System (CMS) software developed by us remains the property of Rise By Digital, but you are granted unlimited and unrestricted lifetime use of the system.

 

e) Where software development, CMS configuration, and customisation are undertaken and all other such work carried out under this contract, ownership will be transferred to you upon receipt of full payment for the work done. This includes, but is not limited to, designs, images, and content.

 

f) All third-party software systems and utilities, including any Open Source products such as Magento or WordPress, used to provide your solution remain the property of their respective owners and creators. As such, they are subject to their own licensing and intellectual property terms and conditions, with which you must fully agree.

 

g) We reserve the right to use your logo in our marketing material, PR, website, or portfolio unless we have agreed on a mutual NDA. For any websites that we build, we will include a link back to our site indicating that we have designed or developed the site. We will request separate permission to include your results in our case studies and will provide a copy of the text or results for you to approve prior to publishing. If preferred, we are happy to present case study results anonymously. Where relevant, we will provide an online link back to your site to help you benefit from our site’s authority for SEO purposes.

7. performance guarantees

a) Please note that we cannot guarantee any improvement in the performance of your PPC (or other paid advertising) campaigns due to many variables, including your website’s ability to convert and competitor activity, which may affect the Cost Per Click and/or the performance of your campaign. We cannot accept responsibility for any variation in the performance of your website due to seasonality, competitor activity, design and usability, and other marketing conditions outside our control.

 

b) While we cannot guarantee any specific improvement in rankings or traffic from organic search, we use techniques that are in line with industry best practices as approved and/or advised by Google.

 

c) It must be understood that we have no control over future algorithm or policy changes by Google or other search engines. However, we undertake various checks and use techniques to minimize the risk of a future penalty. It is essential that you inform us of any link-building or digital advertising activities that you undertake independently, as these may carry risks of a manual penalty if the source of the link is from a site known for spammy techniques or accepting payments for links.

 

d) The performance of an SEO project relies on you (or your developer) implementing any technical recommendations and/or uploading new optimized content in a timely manner (typically within 2-4 weeks). Any delay in carrying out these tasks may seriously impact the effectiveness of the project and could even result in drops in rankings, for example, if duplicate content or spammy links are not removed. Delays may also hold up later phases of the project. If you or your developer cause delays in the progress of a project, you will continue to receive monthly invoices according to the agreed schedule. However, if required, the days will be banked and used at a later stage of the project, i.e., once all the necessary changes have been made.

 

e) For PR and/or social media projects, the timing and placement of your content on third-party and media sites cannot be guaranteed. Therefore, the performance of the project will be judged against the agreed plan of activities to create and place content, as well as our knowledge of the journalists and influencers in each sector. We will provide estimates of the likely hit rate from the planned activities and then report on the actual amount of content placed and the engagement with the published content (with regard to audience reach, social shares, click-throughs, traffic to your site, links generated, etc.). If applicable, we will also determine the commercial value and ROI of the coverage, as compared to buying the equivalent media space through advertising.

 

f) Our Social Media Management services may include:

– Social media review, analysis, and strategy development

– Social media campaigns, blogs, content creation, client engagement, and/or profile management for Facebook, Twitter, LinkedIn, or other social media platforms

– Social media analytics

– Social media policy

The following applies to social media management

  • As part of our social media management services, you agree to provide unrestricted access to your social media accounts, or grant us permission to set up accounts on your behalf. Rise By Digital will not be held responsible for any repercussions resulting from negative feedback provided on social media by third parties.

  • If a client fails to approve scheduled posts in a timely manner or effectively communicate post requirements to our team members via our project management system (Buffer), Rise By Digital will not be held responsible for any lack of social media posts or PR.

  • To provide effective social media management to our clients, we use industry-leading and secure post scheduling and engagement systems. Consequently, we log into these systems using your social media login details, in accordance with our privacy policy.

  • As service provisions change, we reserve the right to amend our social media packages and costs. However, if you are signed into a long-term agreement with us, we will honor this until the renewal date of your services. In line with these terms and conditions, we will provide you with at least 30 days’ advance notice of any changes relating to costs.

  • We use a secure project management platform, specifically Buffer, which allows us to submit social media posts to clients for approval prior to publishing. It is the client’s responsibility to approve posts for publishing within a reasonable amount of time for our team to schedule them live (at least 24 hours in advance). If a client fails to approve a social media post without providing feedback or revision suggestions, this will count towards the monthly quota for social media posts.

  • If a social media post is scheduled for the following day, it must be approved by 4:30 pm the previous day. We cannot be held liable for social media posts that are not scheduled on time if we have not received the required approval from assigned third parties or allocated representatives.

  • As part of our social media management service, we provide access to our social media post management platform. The client is responsible for the overall approval of social media posts to ensure they are published on time according to our agreed schedule. Therefore, we cannot be held liable for any impact on performance should a client fail to approve social media posts or accurately review them.

  • Our social media management services are based on predefined social media packages, which vary in relation to social media post counts, analytical reporting, and additional extras. Should a client exceed these predefined limits, we reserve the right to charge £7.50 per additional social media post, which will be invoiced in the following month.

8. Legal liability

a) You are responsible for checking any material submitted by us for your approval concerning any product or service delivered. You shall approve such material or notify us if any part of it is false, misleading, or contrary to any applicable UK or EU law or regulation. If no approval or notification is given by you within the required time limit (or, in the absence of a time limit, within a reasonable time) following the submission of such material, it will be deemed to have been approved by you.

 

b) We shall not be liable for any delay, omission, or error in the publication or transmission of any advertisement in the absence of any serious default or neglect on our part.

 

c) You shall indemnify us for all costs, damages, or other charges incurred as a result of any legal action or threatened legal action brought against us arising from the publication of any promotion or advertising campaign prepared for you by us, once approved or deemed approved by you before publication.

 

d) We shall not be liable for any costs, loss, or damage arising from our failure to fulfill our obligations when such failure results from circumstances beyond our control, such as inclement weather, industrial action, or power failure, among others. We advise you to take out appropriate insurance cover as necessary.

 

e) We shall not be liable for any (i) loss of profit (whether direct or indirect); (ii) loss of business; (iii) depletion of goodwill and/or similar losses; (iv) loss of contract; (v) loss or corruption of data or information; or (vi) special, indirect, consequential or pure economic loss, costs, damages, charges, or expenses.

 

f) Our entire liability in contract, tort (including negligence and breach of statutory duty), misrepresentation, restitution, or otherwise arising in connection with this contract shall not exceed the associated fees and/or charges received by us under this contract.

9. duration and termination

a) This project or engagement will run for the full duration agreed upon at the outset, as specified in our Order Confirmation document. Between signing the order confirmation and prior to starting work on the project, either party may terminate the contract for any reason upon one month’s notice, except where this duration has been modified and mutually agreed upon (see clause 5 above).

 

b) If you request to terminate this contract prior to its full contracted duration, the full contract cost, including all setup costs, contracted monthly fees, and the notice period, will become payable immediately. In this circumstance, all pre-agreed discounts will be forfeited.

 

c) We may terminate this contract forthwith with written notice in any of the following circumstances:

 

i) You make any voluntary arrangement with or convene a meeting or make or propose to make any arrangement or composition with your creditors, or become subject to an administration order, or (being an individual or firm) become bankrupt, or (being a company) go into liquidation or pass a resolution for winding up, or a court makes an order to that effect;

 

ii) A receiver, administrator, administrative receiver, manager, trustee, or similar officer is appointed over any of your assets;

 

iii) You cease or threaten to cease to carry on business;

 

iv) You are in material breach of any of the terms of this client contract, and, in the case of a breach capable of remedy, you fail to remedy such breach within 10 days of written notice from us requiring the remedy of such breach.

 

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

 

e) Without prejudice to any other rights we may have, we shall, upon termination, be entitled to turn off and take down any website that we may be hosting for you as part of the services we supply to you.

 

f) Ownership of all supplier accounts, including PPC and Hosting, will remain our property until the project, service, or engagement is terminated and all monies owed are paid in full.

 

g) Should you wish to transfer your services to another provider, such as hosting, domains, or your website, we reserve the right to charge the following:

 

  • Websites or web-based applications designed and developed by us are subject to a transfer fee of £249 per website (which also allows you to remove our credits from the footer).

  • Mobile applications designed and developed by us are subject to a transfer fee of £500 per mobile platform (i.e., iOS or Android) (which also allows you to remove our credits from the app).

  • Domain names that have been registered under us are subject to a transfer fee of £79 per domain name (plus any administration costs for transferring the domain to your new provider).

10. data protection

a) You shall ensure that any mailing list, database, or other personal data supplied to us by you complies with all legislation in force from time to time, including without limitation the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003. You shall ensure that such mailing list, database, or other personal data includes only data that may be used (in accordance with all relevant legislation) for the purpose for which it has been supplied.

 

b) You shall indemnify us in full against any claim that the passing to us or our use of any mailing list, database, or other personal data supplied by you, in accordance with clause (a) above, is in breach of any legislation in force from time to time.

11. confidentiality

a) Both parties shall keep in strict confidence all ideas and concepts proposed in connection with our engagement or project, together with all technical or commercial know-how, specifications, processes, or initiatives of a confidential nature disclosed by either party. This also includes any other confidential information concerning either party’s business or services.

 

b) Nothing in this agreement shall affect either party’s right to use any general marketing or advertising intelligence gained during the course of the engagement or project as they see fit.

12. non solicitation

You agree that you will not, either on your own account or in association with any other person, firm, company, or organization, and whether directly or indirectly, solicit or entice away or attempt to solicit or entice away any of our employees who have worked on any project or service delivery for you in the previous 24 months.

13. choice of law and jurisdiction

a) The construction and performance of this agreement shall be governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales to resolve any disputes between them.

14. general

a) Force Majeure: If a party is obstructed in performing any of its obligations by an event outside its reasonable control, then performance to the extent obstructed is suspended for the duration of the obstruction. If performance has been suspended for more than 7 days, either party may terminate the Contract by immediate written notice without prejudice.

 

b) Waiver: Failure to enforce any of these terms does not constitute a waiver of a party’s rights and does not prejudice its rights to take action in respect of the same or any later breach.

 

c) Severability: Any part of a Term that is wholly or partially void, invalid, or unenforceable shall be severed from the remainder, which remains enforceable.

 

d) Notices: Any notice to be given by either party to the other shall be in writing, may be sent by recorded delivery, and shall be deemed served 2 days after posting.

15. Paid CAMPAIGN(s)

Rise By Digital provides expert paid media management services across various paid media platforms. As part of our management service, we craft paid media campaigns to ensure you gain conversions. According to our agreement and terms of engagement, if you wish to transfer paid media campaigns created by Rise By Digital to yourself or a third-party provider, your account will be subject to a transfer fee equivalent to six months of your paid media management fees.

16. WEBSITE MIGRATION FEES

If a customer wishes to migrate their website away from our servers, the following fees will apply:

  • External Website Migration: £495.00
  • eCommerce Migration/Backup: £1,695.00

Please note that the above fees are subject to VAT.

17. Handover processes & Documents

As per our service agreement, handover documents or processes are not included within our general scope of services. Therefore, we reserve the right to charge a fee for handover document creation or processes that fall outside this scope. Our hourly rate for handover processes and document creation is £67.50 (subject to VAT).

 

If you request a handover document or process, we will calculate the required time to complete the handover or process and charge you accordingly, in line with our terms and conditions. This fee will be subject to VAT.

18. Website design and development

Website design projects are carried out by our team of website developers based at our Leicestershire office. Consequently, our scheduled projects are carefully planned. A reasonable amount of time and resources will be allocated to the client’s project to ensure it is completed to a high standard, in accordance with the agreed website design specification.

 

Projects can be delayed if the client does not provide timely feedback or required elements, such as feedback on a design mockup, requested sitemaps, text for web content, and photos for either the design or content.

 

Therefore, if Rise By Digital is awaiting content or other information, the client will be notified. If the client does not respond to these requests within ten business days, Rise By Digital will request the remaining 50% of the total project fee. This will place the project on hold until the client is ready to proceed. 

19. design credits

a) Rise By Digital reserve the right to include credits within both websites and mobile applications designed and developed by ourselves;

 

b) This credit: shall be in the following form – “Designed by Rise By Digital”; shall be included in the website footer only; and shall include a hyperlink to the website of the Designer.

 

c)  The Customer must: not without the prior written consent of the Designer alter, edit or remove the credit from the Website; and ensure that no other person authorised by the Customer to change the Website alters, edits or removes the credit from the website.

 

d) In rare cases where a client removes our design credits from work designed and developed by ourselves or instructs/authorises a third – party to remove our credits, without prior permission from ourselves, a discreditation fee will be charged to the client directly, which will be calculated at 50% of the total project cost in addition to any administration or debt collection costs incurred.

20. Refunds

a) Rise By Digital reserves the right to include credits within both websites and mobile applications designed and developed by us.

 

b) This credit shall be in the following form – “Designed by Rise By Digital”, shall be included in the website footer only, and shall include a hyperlink to the website of the Designer.

 

c) The Customer must not, without the prior written consent of the Designer, alter, edit, or remove the credit from the Website. Additionally, the Customer must ensure that no other person authorized by the Customer to change the Website alters, edits, or removes the credit from the website.

 

d) In rare cases where a client removes our design credits from work designed and developed by us, or instructs/authorizes a third party to remove our credits without prior permission, a discreditation fee will be charged to the client directly. This fee will be calculated at 50% of the total project cost, in addition to any administration or debt collection costs incurred.

21. TERMINATION PAYMENTS

If you terminate your service(s) prior to your agreement renewal date, we reserve the right to charge any outstanding service fees for the remaining duration of the agreement.

22. Website design and development

Website design projects are carried out by our team of website developers at our Leicestershire-based office. Consequently, our scheduled projects are carefully planned.

 

Therefore, a reasonable amount of time and resources will be allocated to the client’s project to ensure it is completed to a high standard, in accordance with the agreed website design specification.

 

Projects can be delayed if the client does not provide timely feedback or required elements, such as feedback on a design mockup, requested sitemaps, text for web content, and photos for either the design or content.

 

If Rise By Digital is awaiting content or other information, the client will be notified. If the client does not respond to these requests within ten business days, Rise By Digital will request the remaining 50% of the total project fee. This will place the project on hold until the client is ready to proceed.

 

Last amended: 15/05/2024