TERMS AND CONDITIONS OF SERVICE
These Terms and Conditions (“Agreement”) govern the provision of all services by Design Ally (“we”, “us”, “our”, or “the Company”) to you, the client (“you”, “your”, or “the Client”). By engaging Design Ally’s services, you agree to be bound by this Agreement. Please read it carefully before proceeding.
Last Updated: April 2025
1. Interpretation & Definitions
In this Agreement, the following terms shall have the meanings set out below:
- “Services” means web design and development, branding, SEO, social media management, app development, e-commerce solutions, and any other digital services provided by Design Ally.
- “Deliverables” means the tangible outputs produced under a Project, including designs, websites, branding assets, reports, or code.
- “Project” means a specific agreed scope of work as set out in a Proposal or Statement of Work.
- “Proposal” means the written quotation, brief, or statement of work agreed between the parties prior to commencement.
- “Intellectual Property” or “IP” means all copyrights, trademarks, design rights, patents, trade secrets, and any other proprietary rights.
- “Confidential Information” means all non-public information disclosed by either party in connection with this Agreement.
- “Working Days” means Monday to Friday, excluding UK public holidays.
2. Our Services
2.1 Scope of Services
Design Ally provides the following categories of services: Web Design & Development (including UI/UX, responsive design, and CMS), Branding (logos, brand guidelines, illustrations, brochures), E-Commerce Development (including Magento), SEO Services (audits, technical SEO, link building, content strategy), Social Media Management (content creation, scheduling, analytics), Custom Web Development (bespoke codebase, APIs, automation, AI integration), and App Development.
2.2 Proposal & Scope
All services will be delivered in accordance with a written Proposal or Statement of Work agreed prior to commencement. Any request for work outside the agreed scope will be treated as a change request and may be subject to additional fees. We will not commence additional work without your written approval.
2.3 Revisions
Each Project includes a defined number of revision rounds as specified in the Proposal. A “revision” means minor adjustments to an approved design concept. A revision does not include changes to the fundamental scope, direction, or structure of the Project. Additional revisions beyond those included will be charged at our standard hourly rate.
3. Fees, Payment & Invoicing
3.1 Fees
Our fees are as set out in the Proposal. Where no fixed fee is agreed, work will be charged at our prevailing hourly rate. Fees are exclusive of VAT, which will be added at the applicable rate.
3.2 Payment Schedule
Unless otherwise agreed in the Proposal, payment terms are as follows:
- 50% deposit payable before work commences.
- 50% balance payable upon front-end completion.
- For ongoing retainer services, invoices are issued monthly in advance.
3.3 Invoicing & Due Dates
Invoices are due within 14 days of the invoice date unless otherwise agreed. Payment must be made by bank transfer to the details provided on the invoice.
3.4 Late Payment
If payment is not received by the due date, we reserve the right to: (a) charge interest on overdue amounts at 8% above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998; (b) suspend work on all active Projects until the outstanding balance is settled; and (c) withhold delivery of Deliverables and transfer of IP.
4. Intellectual Property Rights
4.1 Ownership During the Project
All Deliverables and work created during the course of a Project remain the exclusive property of Design Ally until full and final payment has been received.
4.2 Transfer of Rights
Upon receipt of full payment, and subject to clause 4.3, Design Ally assigns to you all copyright and ownership rights in the Deliverables created specifically for your Project. This assignment is worldwide and perpetual.
4.3 Retained Rights
Design Ally retains the right to: (a) display the Deliverables in its portfolio, website, and promotional materials; (b) use the work for award entries, case studies, and business development purposes.
4.4 Third-Party Assets
Certain Deliverables may incorporate third-party assets such as stock photography, fonts, or software libraries. Such assets are subject to their own licence terms, which we will make you aware of. Design Ally does not warrant that third-party licences permit all intended uses, and you are responsible for obtaining any extended licences required.
4.5 Client-Supplied Materials
You warrant that any materials, content, or assets you provide to Design Ally are owned by you or that you have the necessary rights and licences to use them, and that their use by Design Ally in delivering the Services will not infringe the rights of any third party.
5. Client Responsibilities
You agree to:
- Provide a clear and complete brief at the outset of the Project.
- Supply all required content, copy, images, brand assets, and access credentials in a timely manner.
- Designate a single authorised point of contact for approvals and communications.
- Respond to requests for feedback, approvals, or information within 5 Working Days.
- Provide written approval (email confirmation acceptable) before Design Ally proceeds to the next Project stage.
- Notify Design Ally promptly of any changes to your requirements or circumstances that may affect the Project.
Where delays are caused by your failure to fulfil the above responsibilities, project timelines will be extended accordingly and additional costs may apply. Design Ally accepts no liability for delays attributable to the Client.
6. Timelines & Delivery
6.1 Estimated Timelines
Any timelines set out in the Proposal are estimates only, provided in good faith. Timelines are dependent on timely receipt of content, feedback, and approvals from you.
6.2 Delays by Client
If the Project is delayed due to your failure to provide required materials or approvals within 5 Working Days, Design Ally reserves the right to: (a) re-schedule the Project and adjust delivery dates; and (b) charge a re-scheduling fee.
6.3 Force Majeure
Neither party shall be liable for delays caused by circumstances beyond their reasonable control, including acts of God, natural disasters, pandemics, government restrictions, or failure of third-party services. In such circumstances, the affected party will notify the other as soon as reasonably practicable.
7. Confidentiality
Both parties agree to keep confidential all non-public information received from the other party in connection with this Agreement. Neither party will disclose Confidential Information to any third party without prior written consent, except: (a) as required by law or regulation; (b) to professional advisers bound by a duty of confidentiality; or (c) in respect of information that has entered the public domain otherwise than through the receiving party’s breach. These obligations survive termination of this Agreement for a period of 3 years.
8. Warranties & Representations
8.1 By Design Ally
We warrant that: (a) the Services will be performed with reasonable skill and care; (b) the Deliverables, to the best of our knowledge, will be original and will not infringe the IP rights of any third party (subject to clause 4.4 regarding third-party assets); and (c) we have the right and authority to enter into this Agreement.
8.2 By the Client
You warrant that: (a) you have the authority to enter into this Agreement; (b) all materials and information supplied to Design Ally are accurate, complete, and lawfully obtained; and (c) your use of the Deliverables will comply with all applicable laws.
8.3 No Other Warranties
Save as expressly set out above, all warranties, conditions, or representations, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
9. Limitation of Liability
To the fullest extent permitted by applicable law:
- Design Ally’s total aggregate liability to you under or in connection with this Agreement shall not exceed the total fees paid by you to Design Ally in respect of the specific Project giving rise to the claim.
- Design Ally shall not be liable for any indirect, consequential, special, or incidental loss, including but not limited to loss of profits, revenue, business, goodwill, or data, howsoever arising.
- Design Ally shall not be liable for any failure or delay caused by third-party services, platforms, or tools (including but not limited to hosting providers, Google, Meta, Adobe, or Magento).
Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law under the Unfair Contract Terms Act 1977 or the Consumer Rights Act 2015.
10. Termination
10.1 Termination for Convenience
Either party may terminate this Agreement by giving 30 days’ written notice to the other. Upon termination, you shall pay Design Ally for all work completed up to the termination date, including any third-party costs already incurred.
10.2 Termination for Cause
Either party may terminate this Agreement with immediate effect upon written notice if the other party: (a) commits a material breach of this Agreement that is not remedied within 14 days of written notice; (b) becomes insolvent, enters into administration, or ceases to trade; or (c) commits any act of fraud or dishonesty.
10.3 Effect of Termination
Upon termination: (a) all outstanding invoices become immediately due and payable; (b) Design Ally will retain all Deliverables and IP until all outstanding amounts are paid in full; (c) each party will return or destroy the other’s Confidential Information; and (d) clauses relating to IP, confidentiality, liability, and governing law survive termination.
11. Data Protection
Both parties agree to comply with all applicable data protection laws, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Where Design Ally processes personal data on your behalf as a data processor, a separate Data Processing Agreement may be required. Design Ally’s Privacy Policy, available at designally.co.uk, governs how we collect and use personal data in our own right as a data controller.
12. SEO & Digital Marketing Services
Where Services include SEO, PPC, or social media management, you acknowledge that: (a) results cannot be guaranteed, as search engine and platform algorithms are outside Design Ally’s control; (b) any projections or forecasts provided are estimates only; (c) you authorise Design Ally to access relevant accounts (e.g., Google Analytics, Google Search Console, Meta Business) as necessary to deliver the Services; and (d) any advertising spend managed on your behalf is your responsibility and must be funded separately unless otherwise agreed.
13. Dispute Resolution
In the event of a dispute, the parties agree to: (a) first attempt to resolve the matter through good faith negotiation; (b) if unresolved after 30 days, refer the matter to mediation before commencing any legal proceedings. This clause does not prevent either party from seeking urgent injunctive or equitable relief from a court where necessary.
14. General Provisions
14.1 Governing Law & Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.
14.2 Entire Agreement
This Agreement, together with any Proposal or Statement of Work, constitutes the entire agreement between the parties and supersedes all prior discussions, representations, and arrangements.
14.3 Amendments
No amendment to this Agreement shall be valid unless made in writing and signed by both parties. Design Ally reserves the right to update these Terms and Conditions from time to time, and will notify existing clients of material changes.
14.4 Severability
If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid and enforceable. The remaining provisions shall continue in full force and effect.
14.5 Waiver
Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that party’s right to enforce such provision or any other provision in the future.
14.6 Third Party Rights
This Agreement does not confer any rights on any third party pursuant to the Contracts (Rights of Third Parties) Act 1999.
14.7 Notices
All formal notices under this Agreement must be in writing and delivered by email (with read receipt) or by recorded post to the parties’ registered addresses. Notices to Design Ally should be sent to info@designally.com or to 27 Old Gloucester Street, London, England, WC1N 3AX.
Design Ally Ltd | Company No. 16011766 | 27 Old Gloucester Street, London, WC1N 3AX
info@designally.com | +44 208 123 3482 | designally.co.uk