Terms

Who these terms are with

Digital Unlocked is a UK software studio, based in the United Kingdom, at 66 Paul Street, London, EC2A 4NA. In these terms, "we" and "us" mean Digital Unlocked, and "you" means the person or business using this site or engaging us for work.

Part A covers using this website. Part B covers work we do for clients, and applies alongside the proposal we send you for a specific project.

Part A: Using this website

You are welcome to read this site and to get in touch through it. Please do not attempt to interfere with it, probe it for weaknesses without asking, or use the contact form to send bulk or unsolicited messages.

The design, text, code and branding on this site belong to us. You may link to it freely. Please do not copy it wholesale or present it as your own.

We keep this site accurate but we do not promise it will always be available, or that everything on it is current. Nothing here is a binding offer or professional advice. A quote becomes binding only when we send you a written proposal and you accept it.

Where we link to other sites, we do not control them and are not responsible for what they contain.

Part B: Terms of business for projects

These apply to the work we do for clients, including website design and build, mobile and web applications, and SaaS products. They apply to businesses. If you are a consumer, your statutory rights are not affected by anything below.

Where a written proposal, statement of work or signed agreement says something different from these terms, that document takes priority for that project.

Proposals and what is included

We will send you a written proposal setting out what we will build, what it costs, and the milestones we will work to. Proposals are valid for 30 days unless we say otherwise.

A project starts when you accept the proposal in writing and the deposit has cleared. Anything not described in the proposal is not included, which is not us being difficult: it is what keeps the price you were quoted the price you pay.

Fees and payment

Project fees are paid in three stages:

• 50% deposit, invoiced on acceptance of the proposal and payable before work begins.
• Milestone payments for the remaining balance, invoiced as each milestone set out in the proposal is reached.
• Final balance, payable in full before the work goes live or is handed over, whichever happens first.

Invoices are due within 14 days of the invoice date. Work may be paused on any project with an overdue invoice, and a launch will not proceed while a balance is outstanding.

We are not currently registered for VAT, so no VAT is added to our invoices. If that changes we will add VAT to invoices issued after the date we register, and we will tell you before it affects you.

Third party costs such as domains, hosting, licences and paid services are either bought in your name or recharged to you at cost, and are separate from our fees.

On late payment we may charge statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998. We would much rather talk to you than invoke it, so if cash flow is tight, tell us early.

Changes to scope

Projects change, and that is normal. If you ask for something outside the agreed scope, we will tell you what it does to the price and the timeline before we start it, and we will only proceed once you have agreed in writing.

Small adjustments made as we go are part of building something properly and we do not invoice for every one of them. Substantial additions are a change of scope.

What we need from you

Projects stall on missing input far more often than on missing code. To keep to the agreed dates we need:

• content, assets and brand materials at the times set out in the proposal
• access to any systems, accounts or domains the work depends on
• a single named person who can give feedback and make decisions
• feedback at each milestone within 10 working days

You confirm that anything you give us, including text, images and logos, is yours to use or properly licensed. We rely on that, and we are not liable for a third party claim arising from material you supplied.

Timescales

Dates in a proposal are estimates made in good faith, based on the scope as agreed and on receiving what we need from you on time. They are not guarantees, and they move if scope grows or input is late. If a deadline is genuinely fixed, tell us before you accept the proposal so we can plan around it.

Who owns the work

When the final balance has been paid in full, ownership of the deliverables we created specifically for you transfers to you. Until then, all rights remain ours.

We keep ownership of anything that existed before your project or that we use across clients: our own components, frameworks, internal tooling, development methods and general know-how. Where those are part of what we deliver, you get a perpetual, non exclusive licence to use them as part of your project, which is everything you need to own and run it.

Open source and third party components stay under their own licences, which we will comply with and which pass to you unchanged.

We may show completed work in our portfolio and describe our involvement publicly. If your project is confidential, tell us and we will not.

Third party services

Most projects rely on services we do not run, such as hosting, domain registration, payment processing, email delivery and analytics. Wherever practical we set these up in your name, so you hold the account and the billing.

Your use of those services is governed by their terms, not ours. We are not responsible for their outages, price changes or decisions, although we will help you deal with them.

Launch, acceptance and fixes

We will ask you to review each milestone. If we do not hear back within 10 working days we will take it as accepted and carry on, because an unanswered milestone stops everything behind it.

For 30 days after launch we will fix defects in what we built at no charge. A defect means something does not work the way we agreed it would. New features, changes of mind, and problems caused by someone else editing the work are not defects, and we will quote for those separately.

Support after launch

Beyond the 30 day period above, ongoing support, hosting management, updates and changes are a separate arrangement. We are happy to put one in place, and we will tell you what it costs before it starts. Without one, we are not responsible for maintaining, monitoring or backing up the work after handover.

Cancelling or pausing

Either of us may end a project in writing. If you cancel, the deposit is not refundable once work has started, and any work completed beyond the deposit is invoiced up to the date of cancellation. You will receive whatever has been completed and paid for.

If a project goes quiet on your side for more than 30 days we may treat it as paused, invoice the work done to date, and ask for a fresh timeline before we pick it back up.

Confidentiality

We will keep your business information, plans and credentials confidential, and use them only to do your work. This does not apply to information already public, or which we are required to disclose by law. The same obligation applies to anything of ours you learn, including our pricing and methods.

Data protection

Where we handle personal data on your behalf as part of a project, you are the controller and we are the processor. We will act on your instructions, keep it secure, and put a written data processing agreement in place where you need one.

How we handle your own information as a client is described in our Privacy Policy.

Liability

We will carry out our work with reasonable skill and care. Software is never guaranteed to be free of defects, and we do not promise that it will be uninterrupted or error free.

Our total liability in connection with a project is limited to the total fees you have paid us for that project. We are not liable for loss of profit, revenue, business, goodwill, anticipated savings, or for data loss, or for any indirect or consequential loss.

You are responsible for keeping your own backups of your data and content unless we have specifically agreed in writing to do that for you.

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.

General

Neither of us is liable for failing to meet an obligation because of something genuinely outside our control, such as a major supplier outage, though we will tell you promptly and work around it where we can.

You may not transfer a contract with us to someone else without our written agreement. If any part of these terms turns out to be unenforceable, the rest still applies. A delay in enforcing a term is not a waiver of it.

The proposal and these terms are the whole agreement between us on a project, and replace anything discussed beforehand. Nobody other than you and us has rights under them.

These terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

Questions about any of this are welcome at [email protected] before you sign anything.