Terms and Conditions

1. Who we are, and who these terms are for

We are Digital Copper Ltd, a company registered in Scotland (number SC886095), based in Dumfries, Dumfries & Galloway. In these terms, "we", "us" and "our" mean Digital Copper Ltd. "You" and "your" mean the business we are working for.

These terms apply to every piece of work we do for you — websites, branding, hosting, support, search and anything else set out in your proposal. They sit alongside your proposal. If the two ever disagree, the proposal wins on anything specific to your project, and these terms cover everything else.

These terms are written for business customers. If you are buying as a consumer rather than for a business, some of the rights below work differently and we will set them out separately before you sign.

2. How the agreement starts

When you accept a proposal from us — in writing, by email, by signing it, or by paying the deposit — you are agreeing to these terms, and the agreement between us starts on that date.

We will always confirm the scope in writing before we begin. If it isn't written down, it isn't in the project.

3. What we do

We design, build and look after websites, and we handle the work that keeps them earning: branding, content, structure, search visibility, tracking, hosting and ongoing support. The exact list for your project is in your proposal.

Everything outside that list is extra work. We will never do extra work and surprise you with an invoice. If something new comes up, we will tell you what it involves and what it costs, and we will wait for your written go-ahead before starting.

4. What we need from you

We can only move as fast as the information we're given. To keep your project on track, you agree to:

• •Give us the content, images, logins and access we need, in a usable form
• •Give feedback and approvals within the timescales we agree
• •Point us at one person who can make decisions and sign things off
• •Make sure everything you send us is legal, accurate, and yours to use
• •Tell us straight away if something looks wrong, broken or insecure

If we are waiting on you, the timeline moves. We will always tell you when that happens rather than let a deadline quietly slip.

5. Content and material you give us

You keep ownership of everything you send us — your words, photographs, videos, logos and data.

You confirm that you own that material or have permission to use it, and that using it on your website will not infringe anyone else's rights. If a claim is made against us because of something you supplied, you agree to cover the reasonable costs of dealing with it.

We will not publish anything unlawful, misleading, or that we believe would damage your business or ours.

6. Timelines

The dates in your proposal are honest estimates based on the scope we agreed and the assumption that content, feedback and payments arrive on time.

A timeline can move if the scope changes, if approvals or content are late, if a payment is overdue, or if something outside our control gets in the way. Where we cause a delay, we will tell you and we will fix it.

We do not accept liability for losses caused by a project running late, unless we have separately agreed a fixed launch date in writing.

7. Approvals, revisions and changes

Your proposal sets out how many rounds of revisions are included. That is normally plenty — the rounds are there so we can get it right, not to ration your feedback.

Once you approve a design, a page or a stage in writing, we build on it. Going back and changing something already approved counts as new work, charged at our current hourly rate, which we will confirm in writing before we start.

Bigger changes of direction — new sections, new functionality, a different structure — need a revised proposal and a revised price. We will tell you before we do the work, not after.

8. Fees and payment

Build work. Unless your proposal says otherwise, we ask for 50% before we start and the balance before your site goes live. Larger projects are staged against agreed milestones, set out in the proposal.

Monthly management and hosting. Billed monthly in advance. The first payment is due on the day your site goes live, or on the date agreed in your proposal, whichever comes first.

All prices are agreed with you in writing before any work begins. We are not VAT registered, so there is no VAT to add — the price we agree is the price you pay. Third-party costs are not included unless your proposal says they are. If our VAT position ever changes, we will tell you well before it affects an invoice.

Invoices are due within 14 days of the invoice date, by bank transfer or any other method named on the invoice.

Annual review. We may review monthly fees once a year and will give you at least 30 days' written notice of any change. If you would rather not continue at the new fee, you can cancel with 30 days' notice under section 15.

9. Late payment

Invoices are due within 14 days. If an invoice is not paid in full by its due date, a late payment charge of 10% of the outstanding invoice amount is added on the first day it is late, and becomes payable immediately.

Where the sums due under the Late Payment of Commercial Debts (Interest) Act 1998 — statutory interest and fixed recovery compensation — would come to more than that 10% charge, we may claim under the Act instead. We will claim one or the other, never both.

If an invoice is more than 30 days overdue we may, after giving you 7 days' written notice:

• •Pause all work on your project
• •Suspend ongoing management, support and hosting
• •Take the website offline until the account is settled
• •Hold back the transfer of any work, files or accounts not yet paid for
• •Recover our reasonable costs of collecting the debt

We would always rather have a conversation than send a reminder. If a payment is going to be late, tell us early and we will do what we reasonably can to help.

10. Who owns what

Your website. Once the build invoice is paid in full, you own the finished website: the design, the custom code we wrote for you, the content we produced for you, and every deliverable made specifically for your project. It is yours to keep, move or hand to someone else.

Before payment. Until you have paid in full, everything we have made remains ours. Nothing transfers on a partly-paid project.

Your domain and accounts. Your domain name, analytics, and any third-party accounts set up in your name are yours from day one, whoever administers them.

Our tools. We keep ownership of the things we bring to every project — our design system, component library, development frameworks, internal tooling, processes and know-how. You get a permanent, non-exclusive licence to use them as part of your website, but not to resell them, license them on, or use them as the basis of work for anyone else.

Concepts not chosen. Designs, routes and drafts you did not select stay with us.

11. Third-party services and licences

Websites rely on other people's services — domain registrars, hosting platforms, fonts, plugins, stock imagery, payment processors, email and analytics tools.

Where those services carry their own terms, fees or licences, they are yours to accept and yours to pay for, unless your proposal says we cover them. We will always tell you when a project needs one.

We are not responsible for a third-party service failing, changing its terms, raising its prices or shutting down. If that happens we will tell you promptly and recommend the best alternative.

12. Hosting, support and service levels

Where we host your site, it sits on secure, monitored infrastructure. We handle the server, the security patching, the SSL certificate and the backups.

Where you have fully managed support, we handle updates, design changes, new pages, monitoring, tracking and reporting. Requests come to us by email and we get on with them, so nobody on your team has to learn a page builder.

Unless your proposal sets out something different, our standard service levels are:

• •Routine changes — completed within 3 working days
• •Urgent issues (site down, checkout broken, form failing) — acknowledged within 2 hours during working hours, and worked on until fixed
• •A monthly note — what changed, what we fixed, what the numbers say, and what we would do next

Working hours are 9am to 5pm, Monday to Friday, excluding Scottish public holidays.

We aim for continuous availability and we monitor for problems around the clock, but we do not guarantee 100% uptime. We are not liable for downtime caused by things outside our control — network outages, platform failures, denial-of-service attacks, or changes you or another supplier make to the site.

If you host elsewhere, hosting, backups, security and technical support are yours to manage, and our support obligations do not apply to problems caused by that environment.

13. What we can honestly promise

We will do the work carefully, to a professional standard, using reasonable skill and care. That is the promise, and we stand behind it.

We cannot promise, and do not warrant:

• •A specific position in Google, or a specific volume of traffic
• •That an AI engine will name you in an answer. Nobody can promise that. What we can promise is that the foundations are built correctly, once, by the same team
• •A specific level of enquiries, sales or revenue
• •That your site will never be attacked or compromised
• •Uninterrupted availability
• •Identical rendering in every browser, on every device, including versions no longer supported by their makers

Search engines, AI engines and social platforms change their systems without notice. When they do, we will tell you what changed and what we recommend.

Everything we build is provided on the basis set out in these terms. All other warranties, conditions and terms implied by statute or common law are excluded, so far as the law allows.

14. Limits on our liability

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

Subject to that:

• •Our total liability to you, for everything arising out of our work, is capped at the total fees you have paid us in the 12 months before the claim
• •We are not liable for loss of profit, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, or any indirect or consequential loss
• •We are not liable for loss of data, except where it was caused by our negligence and could not be restored from the backups we hold

We recommend you keep your own insurance appropriate to your business. We hold professional indemnity cover and will confirm the details on request.

15. Term, notice and cancellation

Build projects. If you cancel a build after work has started, you pay for everything completed up to that point, and any deposit already paid is non-refundable. We will invoice for work in progress and hand over anything you have paid for in full.

Monthly management and hosting. These run for the minimum term set out in your proposal — normally 12 months from launch — and then continue monthly until either of us gives 30 days' written notice.

Cancelling inside the minimum term means the remaining months of that term become payable, unless we agree otherwise in writing. The current month's fee is not refundable once the month has begun.

If we cancel. We may end the agreement on 30 days' written notice, or immediately if you fail to pay, if you ask us to do something unlawful, or if the working relationship has broken down. If we end it for our own convenience, we will refund any fees paid in advance for work not yet done.

Dormant projects. If a project stalls on your side for more than 90 days with no contact, we may close it, invoice for the work completed, and treat any restart as a new project.

16. Leaving us

If you decide to go elsewhere, we will not make it difficult. It is your business and your website.

Once your account is settled in full, we will hand over your website files, your code, your content, your domain control and your analytics access within 30 working days of your notice ending. There is no exit fee.

We will do a reasonable amount of work to help your new provider pick things up. If that turns into a substantial project in its own right, we will agree a fee for the extra time before we start it.

We keep backups for 30 days after the handover, then delete them.

17. Your data and your customers' data

We handle personal data in line with UK GDPR and the Data Protection Act 2018. Our privacy policy explains what we collect about you and why.

Where we process personal data belonging to your customers — through your forms, your analytics or your CRM — we act as a processor and you act as the controller. We will only process that data on your instructions, keep it secure, and help you respond to any request or breach. Where the law requires a separate data processing agreement, we will put one in place.

You are responsible for making sure your website has an accurate privacy policy, a lawful basis for the data you collect, and cookie consent where it is needed. We will build the mechanics; the wording and the legal position are yours to confirm, and we recommend you take your own advice on it.

18. Confidentiality

Both of us will keep the other's confidential information private — commercial plans, financial information, traffic and performance data, unreleased products, pricing, and anything else clearly not for public view.

This does not cover information that is already public, that either of us already knew, or that we are required to disclose by law.

This obligation continues after the work ends.

19. Showing the work

We may show your completed project in our portfolio, on our website, in proposals and on social media, including screenshots, headline results and a short description of what we did.

If you would rather we didn't, tell us in writing and we will keep it private. No hard feelings, and it will not affect anything else.

We will never publish figures, documents or information you have marked confidential without asking you first.

20. Our people

Both of us agree not to directly employ or engage the other's staff or contractors involved in this work, while the agreement is running and for 6 months afterwards, without written agreement.

We may use trusted subcontractors and specialists for parts of a project. When we do, the work is still ours to stand behind and you still deal only with us.

21. Things outside our control

Neither of us is responsible for failing to meet an obligation because of something genuinely beyond our reasonable control — including power or network failure, platform or hosting provider outage, cyber attack, fire, flood, serious illness, industrial action, or government restriction.

If that happens, we will tell you quickly, keep you informed, and pick the work back up as soon as we reasonably can. If it goes on for more than 60 days, either of us may end the agreement in writing without penalty, with fees due for work already completed.

22. If something goes wrong between us

Talk to us first. Most problems are a misunderstanding and a phone call fixes them faster than anything else.

If we cannot sort it out between us within 30 days, we will both consider mediation before either of us starts legal proceedings.

23. General

Changes to these terms. We may update these terms from time to time. The version that applies to your project is the one in force when you accepted your proposal. If we change them in a way that materially affects an ongoing agreement, we will give you 30 days' written notice.

Whole agreement. Your proposal and these terms are the whole agreement between us and replace anything said or written beforehand.

Assignment. You may not transfer this agreement to someone else without our written agreement. We may transfer it to a company that takes over our business.

Severance. If any part of these terms turns out to be unenforceable, the rest stays in force.

No third-party rights. Nobody other than you and us has rights under this agreement.

Notices. Written notice means email to the addresses we normally use, or a letter to a registered office. Email is fine for everything in these terms.

Governing law. These terms are governed by Scots law, and the Scottish courts have exclusive jurisdiction.