Terms & Conditions

These terms and conditions shall govern the contract between (1) Dot Plus Ltd trading name as PulseWeb (“The Supplier”) and (2) [ADD NAME] (“the Customer”). The Supplier may agree on modifications to these terms but such modifications must be approved in writing by a director of The Supplier and cannot be inferred from the course of behavior. Where any of these provisions conflict with any special terms that are expressly agreed in writing with a Client in relation to a particular piece of work (usually included as part of a schedule)then the special terms shall take precedence.


1. SCOPE OF THE PROJECT

  1. Supplier is an independent design business whose work includes website design services and hosting services (“the Service”). Where appropriate The Supplier may provide such advice in accordance with a written proposal or specification.
  2. These terms and conditions are to be read together with any proposal or specification provided by The Supplier to the Client.
  3. The Supplier will provide the Service to the Client using reasonable skill and care unless the Supplier is prevented by circumstances beyond its reasonable control.
  4. All Client orders must be in writing and either incorporate/ detail all of the work to be undertaken by The Supplier, the charges for the work, and the agreed time schedule or refer to the appropriate proposal or specification, as per the schedule.
  5. The Hosting Services shall include domain, annual renewal, SSL certificate, hosting technical support, and modifications to the existing content. (f) A binding contract for the provision of the Service, incorporating these terms and conditions, is made when the Client confirms in writing or by way of a purchase order its acceptance of the proposal submitted by The Supplier (which may include a detailed specification of the service). Where any changes are agreed to any aspect of the proposal or specification then The Supplier will confirm these changes and where appropriate issue a revised proposal or specification incorporating the agreed changes.
  6. Subject to the provisions of Clause 11 the Client shall be expected to carry out an appropriate examination of the Service supplied by The Supplier as soon as is reasonably practicable following delivery and in any event within 7days of delivery. In the absence of any complaint, the Client shall be deemed to have accepted the quality of the Service.
  7. The Supplier will only accept and act upon instructions communicated to it by or on behalf of the Client and The Supplier is not obliged to seek verification of such instructions.
  8. During the course of the Service, The Supplier and/or the Client may suggest modifications including delivery estimates and scope/specification of the work. Any such modifications must always be agreed upon in writing and may incur additional fees and expenses.
  9. The Supplier reserve the right to make modifications to the Service which are necessary to comply with any applicable law.
  10. The Supplier is not required to keep records of its work following completion of a project unless agreed as part of the Service.
  11. All original preparatory and development materials including but not limited to sketches, scamps, notes, mockups, prototypes, etc, as well as any source material, both digital and physical, produced by The Supplier as part of the Service remains the property of The Supplier unless expressly agreed in writing to the contrary and shall be promptly returned undamaged and unmarked at the end of the project under which they were created or upon The Supplier’s request.
  12. Any and all services are provided to the Customer only and not to any third party that the Customer contracts with independent of the agreement between The Supplier and the Customer. The Supplier will not be liable to any third party in respect of any work and the Customer shall indemnify The Supplier against all costs, claims, and liabilities arising from any such third party claim.


2. CUSTOMER’S OBLIGATIONS

  1. The Customer shall be solely responsible for providing The Supplier with all necessary information concerning its goods/services (including the scope of use required, rules of use, any relevant restrictions, any relevant statutory and regulatory controls and, if applicable, industry code so practice), the market and generally. The Supplier shall not be responsible for any shortcomings in such information. The Customer accepts that its knowledge and experience in its industry sector and of its goods/ services is vital in this regard.
  2. The Customer shall be responsible for procuring all necessary permissions, licenses, and consents which may be required for the provision of the Service unless The Supplier has expressly agreed in writing to be responsible.
  3. It is the responsibility of the Customer to monitor the content of their website, social media, and any other marketing/communication accounts/channels at all times.
  4. It is the responsibility of the Customer to keep details safe and take appropriate steps to protect their website, email, etc from external attacks.
  5. The Supplier shall not be responsible for any loss of data and hacking of the website. The Supplier recommends that the Customer uses antivirus and install regular updates to avoid any intrusion.
  6. The Customer warrants that it either owns or holds the necessary licenses in respect of materials supplied by it to The Supplier in connection with the provision of the Service and shall indemnify The Supplier against all costs, claims, liabilities, and losses if this is not the case. The Customer is responsible for ensuring that all materials supplied by or on its behalf to The Supplier for use in connection with the Service do not infringe any law or regulation. The Customer is responsible for informing The Supplier of any changes which might affect the Service.
  7. The Customer shall be responsible for signing off work in writing when requested in accordance with any agreed time schedule and generally in a timely manner. If The Supplier is required to amend/redo work that has previously been signed off then an additional charge will usually be incurred.
  8. The Customer must supply The Supplier with all required materials in accordance with agreed work schedules and the Customer recognizes that failure to do so is likely to result in delay and/or additional charges.
  9. Failure of the Customer to meet any of its obligations is likely to affect the ability of The Supplier to meet deadlines and lead times and in such circumstances Supplier has the right to require that an appropriate adjustment is made.


3. PRE-SERVICE MATERIAL

  1. All intellectual property rights in and title to any material created by The Supplier and shown to the Customer prior to the start of the Service (the “Pitch”) remains with The Supplier.
  2. All ideas and concept of the Supplier which are disclosed to the Customer as part of a Pitch are confidential and shall remain the property of The Supplier and unless the same shall come into the public domain (other than by reason of a breach of a duty of confidentiality due to The Supplier) the Customer shall not use any such ideas or concepts itself or disclose them to a third party without written permission from The Supplier.


4. DELIVERY

  1. The Supplier will use its reasonable endeavors to meet Customer timescales however the delivery times of the Service stated by the Supplier are reasonable estimates and The Supplier shall not be responsible for any delay that is not directly attributable to the fault of the Supplier or due to circumstances beyond The Supplier’s reasonable control. Time shall not be of the essence unless expressly agreed in writing.
  2. In the event that The Supplier is unable to perform any of it so obligations in respect of the Service then if such delay or failure results from events, circumstances, or causes beyond its reasonable control then the following shall apply:
  3. The Supplier will be entitled to a reasonable extension of time for performing such obligations; and
  4. either party may cancel the contract by giving the other party 14days’written notice if the delay continues for a period of 12 weeks or more; this clause does not affect The Supplier’s right for payment for work carried out up to the date of suspension/cancellation.

5. CONTRACT PRICES / HOSTING FEES

  1. The project fee is provided in the Order form and relates to the Services chosen.
  2. Any agreed additional work or modifications to the Service outside of the agreed scope of work will be charged as an additional fee. The project quote is independent of individual prices.
  3. The fees, expenses, VAT, and local taxes shall constitute the contract price (‘Contract Price’).
  4. Any estimate given of any part of the Contract Price is based upon information available to The Supplier at the time and the estimated number of hours to perform the Service and unless otherwise specified shall remain valid for 30 business days, all errors and omissions excepted. All estimates must be treated as an estimate only and not as a fixed price for the Service unless expressly stated in the proposal or specification. The Supplier reserves the right to withdraw or amend an estimate at any time prior to the formation of contractual relations.
  5. Save as agreed on a case by case basis (to include the payments in advance) The Supplier will usually invoice the Contract Price to the Customer on a date/dates specified within the Schedule and unless a fixed fee has been agreed then the fee charged will be based upon the actual number of hours spent performing the Service and in accordance with the hourly rates set out in the Schedule. Unless a payment plan has been agreed or an extended payment period has been agreed all invoices are to be paid within 15 days of the date of the invoice. The Supplier is entitled to charge statutory interest on any late payment.
  6. Hosting fees shall be charged monthly in advance by direct debit into the Customer nominated account.
  7. Any queries the Customer has on an invoice must be brought to The Supplier’s attention within 7 days of receipt.
  8. Any work that could not reasonably have been anticipated and taken into account when preparing a fee estimate, may result in additional charges.
  9. The Supplier shall be titled to make an additional charge should it become necessary to work outside business hours to meet any agreed time frame although wherever it is practicable to do so The Supplier will notify the Customer before such work is undertaken.
  10. The Supplier requires the Customer to pay the full Contract Price for the Work prior to the commencement of any work by bank transfer.
  11. For larger orders, the Supplier may, in its sole discretions, agree that the Customer pays 50% of the Contract Price before the commencement of work.
  12. The remainder of the 50% shall be paid on completion of the Services. For those on a subscription basis, the payments shall be made as agreed and any failure to make any payment may result in the termination of your subscription at our absolute discretion.​


6. INTELLECTUAL PROPERTY

  1. On completion of the Service and upon payment of the Contract Price in full, the Suppliers shall grant the Customer an exclusive, irrevocable license to use the copyright and design rights belonging to The Supplier in the final front-end work ('the work') for so long as the Customer hosts the website with the Supplier. The Client's Website is designed, published, and hosted on Pulse's proprietary platform and cannot be transferred or moved. The initial design cost is for the consultation, design, and publication of the site, and the hosting costs are charged annually to have the website available on the internet. All content and images on the website, regardless of their origin, are licensed to Pulse and only accessible on Pulse’s platform for the duration of the hosting agreement and its renewals
  2. In consideration of the unique challenges and risks inherent in the healthcare sector, including the need to uphold the highest standards of technical and legal compliance, the client is expressly prohibited from accessing or modifying any part of the website, including its backend. This prohibition extends to the use of any intellectual property related to the website. Accessing the backend can compromise the security and integrity of the website, potentially exposing it to unvetted content and creating liability issues. Furthermore, given that our proprietary tools and systems are critical to our business model and the services we offer to other clients, any unauthorized access or modification could significantly undermine these assets and our ability to serve our clientele effectively
  3. The Service does not include any interest in publicly available, royalty-free, free issue or opensource work or features incorporated into either the Work or the Back End Work
  4. SCOPE OF USE The Customer shall not be entitled to use the Work or Back End Work outside the hosting service of the Supplier.
  5. LICENCES The Service does not include, and the customer must obtain, all relevant licenses for the operation of proprietary software required for the maintenance, running, and operability of a website or otherwise in relation to the Service and/or any media upon which any materials delivered by The Supplier as part of the Service are stored
  6. IMAGES If we have used images as part of the Services we have done so under a limited sole use license and as such you are not entitled to copy or use these images for any other purposes. Should you use these images in breach of this clause, you shall keep us fully indemnified for all losses, costs, and expenses relating to any claim against us from the licensor of these images.
  7. FONTS The Supplier may use licensed fonts in the provision of the Service. Any such use is personal to The Supplier and it may be necessary for the Customer to obtain at its own cost a license for the enjoyment and use of the Work. The Supplier is not liable for any failure of the Customer to hold the necessary license. The Supplier may use open source fonts in the provision of the Service. The Supplier will not grant any license or give any warranty in respect of such fonts.
  8. RESERVATION OF TECHNICAL AND ARTISTIC CONCEPTS The Supplier will not infringe the rights of the Customer in the Work but reserves exclusive ownership of and the right to use all other designs, concepts, ideas, or intellectual property developed during the course of the Service.
  9. ORIGINALITY The Supplier warrants that its own design work is original and that it will not knowingly or negligently infringe the rights or intellectual property of a third party but (unless expressly agreed to the contrary in writing) it is the Customer’s sole responsibility, to make all appropriate search so inquiries in this regard at the appropriate time. Beyond the scope of this warranty, The Supplier shall have no liability to the Customer in respect of any infringement or alleged infringement of intellectual property of any third party or passing off. The Supplier gives no warranty as to whether the Work meets any criteria for the registration of intellectual property rights and shall have no liability to the Customer in respect of any failure to register.
  10. MORAL RIGHTS The Supplier hereby reserves and asserts all moral rights in the Work and the Back End Work created during the Service.
  11. FURTHER ASSURANCE The Supplier will, at the cost of the Customer, execute such documents and do such things as are reasonably necessary to give effect to this clause.


7. CANCELLATION OF CONTRACT

  1. The Customer may cancel the Work upon at least30 day’s written notice and upon cancellation shall pay to The Supplier all fees due for work is undertaken by The Supplier up until the date of cancellation (or when the cancellation is by the Customer, up to the end of the stage of work during which the agreement was canceled).
  2. Any materials relating to any design solutions presented by The Supplier prior to cancellation shall be returned forthwith.
  3. The Supplier shall be entitled to cancel the contract immediately if any part of the Contract Price(for any work being undertaken for the Customer) is outstanding (but not formally disputed) 15days after the due date or if the Customer shall go into liquidation, receivership (or if proceedings are issued in relation thereto) or equivalent or if it shall enter into an agreement with its creditors. In such circumstances, no rights or interest in work produced by The Supplier will pass to the Customer.
  4. The Supplier reserve the right to immediately cancel the Contract if in its reasonable opinion the continuing involvement with the Customer or the Service might be inappropriate in the circumstances(such as where the relationship has, in The Supplier’s opinion, broken down)or is or might be damaging to the goodwill and reputation of The Supplier, or where the nature of the project has materially changed or where the Customer undergoes a change of control. In such circumstances, The Supplier will be entitled to be paid for all of its work up until the date of cancellation and subject to payment in full, the Customer shall be entitled to select and will receive the intellectual property rights in accordance with these terms in one of the design solutions that have been presented to the Customer prior to cancellation.
  5. The Customer may cancel any Hosting Services by providing 30 days' written notice.


8. DUTY OF CONFIDENTIALITY

  1. Each party will use its best endeavors to preserve the confidential information of the other and will comply with the other’s reasonable requirements in this regard. The Customer recognizes that the Supplier’s methods of working and pricing structures are proprietary and are not generally in the public domain.
  2. Each party shall comply with the obligations under the Data Protection Act 1998 relating to the use and storage of personal information.
  3. The Supplier relies upon the Customer to inform it if any information or material supplied to The Supplier in connection with the provision of the Service is particularly confidential and where appropriate, all such materials supplied to The Supplier should be marked accordingly.​​​​​


9. LIMITATION OF LIABILITY

  1. None of the following provisions in this clause shall exclude or limit the liability of The Supplier for fraud or fraudulent misrepresentation or for the death or personal injury caused by the negligence of the Supplier or its agents.
  2. To the extent permitted by law the liability of The Supplier under the contract or in tort shall not exceed the greater of the sums paid by the Customer under the contract or such sum as shall be recoverable (as distinct from the amount of cover) by The Supplier in respect of any claim under any insurance policy effected by the Supplier from time to time.
  3. The Supplier shall not be liable for any indirect or consequential loss, loss of sales, loss of profit, loss of production, loss of opportunity, loss or damage to goodwill, loss of reputation, any packaging or distribution cost, or as a result of changes to the work by the Customer or a third party.
  4. Where an error is found in any delivered work (of whatever nature), which is the responsibility of The Supplier then to the extent permitted by law, The Supplier’s liability shall be limited to correcting or replacing the work its discretion
  5. The Supplier shall not be responsible for any errors that appear in artwork, copy, or proofs that have been signed off by or on behalf of the Customer.
  6. The Supplier reserves the right to delete any data on their servers after two months of a subscription expiring if it is not renewed.
  7. The Supplier does not guarantee any specific social media, SEO, or marketing outcomes.
  8. The Supplier shall not be liable for any domain name becoming unavailable or being purchased by someone else in case of expiry.
  9. The Supplier shall not be responsible for any dissatisfaction attributable to the provision of incorrect information supplied by the Customer its agents and suppliers or any changes made by the Customer and/or its agents or suppliers which affect the Service delivered by The Supplier and The Supplier should not be expected to question any such information or change that is provided to it.​


10. PUBLICITY AND EXAMPLES

  1. Once the Service has been made available to the public or has been disclosed to third parties in an on-confidential environment, then the Supplier shall have areas on the able right of publicity in respect of the work(and its use by the customer) created during the Service and the Customer will provide the Supplier with at least six samples of any printed work derived from the Service for the promotion of its business.
  2. The Supplier shall have the right to identify itself in areas on able manner as the provider of the Service to the Customer.
  3. The Customer shall give reasonable attribution to The Supplier as the creator of the work arising from the Service.
  4. The Supplier reserves the right (where it considers it appropriate) to require any reference or attribution to be removed from work provided as part of the Service.
  5. The Supplier shall not be liable for any third party conduct or performance and the Supplier reserves the right to change any third party provider as they deem fit.
  6. Nothing in this clause hall compromises the moral rights of the Supplier in respect of the work created by it as part of the Service.


11. RESTRICTIONS

  1. The Customer agrees that whilst the Supplier is providing services to it and for a period of twelve months thereafter it shall not:
  • approach (directly or indirectly) any of the employees, consultants, or freelancers of The Supplier regarding the possibility of them providing services directly to the Customer independently of The Supplier.
  • contract directly with any subcontractor or supplier of the Supplier in a manner that might disrupt the relationship of The Supplier with that subcontractor or supplier. ​


12. SUBCONTRACTING

  1. The Supplier shall be entitled to subcontract any or part of the Services under this Contract.
  2. Client is not allowed to contact Company employees or contractors separately to solicit personal contact information, separate services, or other contracts outside of this Agreement. Such attempts will be deemed as a breach of Company business, trade secrets, and intellectual property, and a violation of any non-competition or non-disclosure and privacy rights of Company within this Agreement. As such, Client agrees to not hire Companies contractors, employees, or service providers outside of this Agreement for the term of the Agreement and for a period of [three (3)] months after Services are completed or terminated."


13. GENERAL

  1. Nothing in these terms is intended to or shall be deemed to, establish any partnership or joint venture between any of the parties, appoint any party the agent to fan another party, nor authorize any party to make or enter into any commitments for or on behalf of any other party.
  2. Neither party shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances, or causes beyond its reasonable control. In such circumstances, the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.
  3. The contract with the Customer constitutes the tire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.
  4. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently) that is not set out in writing as part of the contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
  5. No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
  6. If any provision or part-provision of this agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
  7. If any provision or part-provision of this agreement is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to amend such provisions that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.


14. LEGAL

  1. This agreement shall be subject to English law and under the exclusive jurisdiction of the English Courts
  2. To the extent permitted by law these terms shall govern the agreement between the Supplier and the Customer and all other terms implied by law are excluded.
  3. No one is other than a party to this agreement shall have any right to enforce any of its terms.
  4. The Customer shall not, without the prior written consent of The Supplier assign, transfer, or subcontract any of its rights or obligations under these terms.
  5. In the event of a dispute, a senior representative from The Supplier and the Customer shall meet to see if it can be resolved and the parties shall consider (but shall not be obliged) to agree to submit to mediation or other alternative dispute resolution otherwise all disputes shall be resolved through the Courts.


15. COMMUNICATION POLICY

Having a structured way to communicate ensures all our clients get great service and great outcomes in a timely way, You can help us to help you by noting the following

  1. How I work - We tend to work long periods of uninterrupted time, usually in the morning from 9-3pm. I will then check my emails and messages after that and within 24 hours (unless urgent).
  2. How best to communicate with us - Preferred contact is by email and I’ll respond within 24 hours during business hours, this creates a thread that we can easily follow compared to messaging. I take meetings on Tuesdays and Thursdays. I find 15-30 mins is more than sufficient to cover most topics. If you have a genuine emergency, you have my phone number and can call me any time
  3. How we work - We have a very well-defined process for projects. We review each request as it comes in and the work is scheduled once we have all the details (and payment where relevant) The key to getting timely delivery of a request is giving plenty of notice. Emails allow everyone involved to monitor progress and track deliverables. Genuine emergencies you can call my direct number
  4. How this benefits our clients - My clients get the best results when I’m able to focus deeply on solving their problems. I want to make sure that when I’m working on your work none of my other clients can jump in and interrupt that. My team gets the best results when they can focus and so can.


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