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DLR Media Limited · Version dated 27 October 2026
Contents
1.1 Definitions. In the Contract:
Acceptable Use Policy: the Supplier's acceptable use policy published at dlrmedia.co.uk/acceptable-use-policy, as updated from time to time.
Business Day: a day other than a Saturday, Sunday or public holiday in Scotland, when banks in Edinburgh are open for business.
Charges: the sums payable by the Customer for the Services, as set out in the Contract Details.
Conditions: these terms and conditions set out in Clause 1 to Clause 12 (inclusive).
Contract: the contract between the Customer and the Supplier for the supply of the Services, made up of the Contract Details, the Conditions, the Schedule, the Data Processing Agreement and the Acceptable Use Policy.
Contract Details: the Heads of Terms, order form or proposal signed or accepted by both parties, which sets out the Services, Charges and Initial Term and whether the Customer is a Project-Based Customer or a Retainer-Based Customer for each Service.
Customer: the business named in the Contract Details as the Customer.
Customer Materials: all materials, equipment and tools, drawings, specifications and data in any form, whether owned by the Customer or a third party, which are supplied by the Customer to the Supplier in connection with the Services.
Data Processing Agreement: the Supplier's data processing agreement published at dlrmedia.co.uk/data-processing-agreement, as updated from time to time under its own terms.
Data Protection Legislation: the UK Data Protection Legislation and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data, including the privacy of electronic communications.
Deliverables: all documents, products and materials developed by the Supplier or its agents, subcontractors and personnel as part of or in relation to the Services in any form, including computer programs, websites, content, data, reports and specifications (including drafts).
Extended Term: each additional month in which the Supplier provides the Services under Clause 2.3.
Hosting Services: website hosting provided under Part 5 of the Schedule, either Platform Hosting (Part 5A) or Traditional Hosting (Part 5B).
Initial Term: (a) for a Project-Based Customer, the period until the Services have been completed; or (b) for a Retainer-Based Customer, the initial period set out in the Contract Details.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Platform Provider: a third-party platform or infrastructure provider used to deliver the Services, as described in Part 8 of the Schedule.
Project-Based Customer: a Customer receiving Services of a one-off or project-based nature, as set out in the Contract Details, for those Services.
Retainer-Based Customer: a Customer receiving Services on an ongoing basis or for a specified period, as set out in the Contract Details, for those Services.
Schedule: the schedule to these Conditions (Parts 1 to 11).
Services: the services, including any Deliverables, to be provided by the Supplier under the Contract as set out in the Contract Details.
Services Start Date: the day on which the Supplier is to start providing the Services, as set out in the Contract Details.
Supplier: DLR Media Limited, registered in Scotland under company number SC600110, whose registered address is Affinity House, Harrison Road, Dundee, DD2 3SN.
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK, including the UK GDPR (as defined in section 3(10) of the Data Protection Act 2018); the Data Protection Act 2018; the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426); and the Data (Use and Access) Act 2025, each as amended.
Website: a website or web application designed, built, hosted or managed by the Supplier for the Customer.
Weekday: Monday to Friday, excluding public holidays in Scotland.
1.2 Interpretation. Clause and Schedule headings do not affect the interpretation of the Contract. A person includes a natural person, corporate or unincorporated body. Words in the singular include the plural and in the plural include the singular. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time, and includes subordinate legislation made under it. Words following "including", "include", "in particular", "for example" or any similar expression are illustrative and do not limit the words before them. A reference to writing or written includes email. Any obligation on a party not to do something includes an obligation not to allow that thing to be done. A reference to the Contract or any other document is to it as varied from time to time in line with its terms.
1.3 Order of priority. If there is a conflict between the documents that make up the Contract, they apply in this order: (a) any special terms in the Contract Details; (b) the rest of the Contract Details; (c) the relevant Part of the Schedule; (d) these Conditions; and (e) the Data Processing Agreement, except that the Data Processing Agreement takes priority on the processing of personal data.
1.4 Business customers only. The Supplier contracts only with businesses. By entering into the Contract, the Customer confirms that it is acting for the purposes of its trade, business, craft or profession.
2.1 The Contract starts on the Services Start Date and continues for the Initial Term.
2.2 For a Project-Based Customer, unless the Contract is ended earlier under these Conditions or the Schedule, the Contract ends automatically when the Services have been completed.
2.3 For a Retainer-Based Customer, unless the Contract is ended earlier under these Conditions or the Schedule, the Contract automatically continues for one month (an Extended Term) at the end of the Initial Term and at the end of each Extended Term.
3.1 The Supplier will supply the Services with reasonable skill and care and in line with the Contract in all material respects.
3.2 The Supplier will use reasonable endeavours to meet any dates set out in the Contract Details, but those dates are estimates only and time is not of the essence of the Contract.
3.3 The Supplier is not liable for delayed or non-conforming performance caused by changes to the standard terms, algorithms, policies, prices or features of search engines, advertising platforms, social media platforms or Platform Providers, by the suspension or non-approval of accounts, or by other matters beyond the Supplier's reasonable control.
3.4 The Supplier does not guarantee that the Services will produce a particular volume of traffic, clicks, registrations, leads, purchases, rankings, placements in AI answers, PR coverage or any related measure, except as expressly set out in Part 9 (DLR Growth Guarantee) where that Part applies.
3.5 The Supplier is not responsible for website addresses that are dropped or excluded by a search engine for any reason.
4.1 The Customer shall:
4.2 If the Supplier's performance is prevented or delayed by any act or omission of the Customer or its agents, subcontractors or employees, the Supplier is allowed an extension of time equal to the delay, and the Charges remain payable as set out in the Contract Details.
4.3 The Customer is responsible for making sure that the Customer Materials, and any materials the Customer approves, do not break any law, regulation or marketing rule (including the CAP Code) or infringe any third-party rights. The Supplier may refuse to use or may remove any material it reasonably believes is unlawful or infringing.
5.1 During the Contract and for 12 months after it ends, the Customer shall not, without the Supplier's prior written consent, solicit, employ or engage (directly or through another business) any person who was an employee, consultant or subcontractor of the Supplier involved in providing the Services in the 12 months before the Contract ended.
6.1 Either party may propose changes to the scope or delivery of the Services, but no change takes effect until it has been agreed in writing by both parties, including any change to the Charges or timetable.
6.2 The parties shall make reasonable efforts to agree changes proposed under Clause 6.1.
7.1 Unless the parties agree otherwise in writing, and subject to Clause 7.2:
7.2 Ownership of websites is set out in Part 3, paragraph 11 and Part 10, paragraph 3 of the Schedule. Where those paragraphs transfer ownership of a website to the Customer, they take priority over Clause 7.1(a).
7.3 Nothing in the Contract transfers ownership of any platform, framework, template library, tool, know-how or system the Supplier uses to create the Deliverables, including those of any Platform Provider.
7.4 The Customer and its licensors retain ownership of all Intellectual Property Rights in the Customer Materials. The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials for the term of the Contract to provide the Services.
7.5 The Supplier warrants, as far as it is aware, that the receipt and use of the Services and the Deliverables by the Customer shall not infringe the rights, including any Intellectual Property Rights, of any third party. Where Deliverables are generated with the help of artificial intelligence, Part 8, paragraph 2 also applies.
7.6 The Customer warrants that the use of the Customer Materials by the Supplier, its agents, subcontractors or consultants to provide the Services shall not infringe the rights, including any Intellectual Property Rights, of any third party.
7.7 The Customer retains ownership of its social media, advertising, analytics and domain accounts.
8.1 The Customer shall pay the Charges set out in the Contract Details.
8.2 The Supplier may wait until any deposit stated in the Contract Details has been paid before starting work.
8.3 The Charges exclude travel, accommodation and subsistence, advertising spend, and the cost of materials, software, subscriptions or services bought from third parties for the Services. These are payable by the Customer only where they are stated in the Contract Details or approved by the Customer in advance.
8.4 The Supplier may increase the Charges for Retainer-Based Customers once a year, with effect from each anniversary of the Services Start Date, by no more than the percentage increase in the Consumer Prices Index published by the Office for National Statistics in the preceding 12 months. The Supplier will give at least 30 days' written notice of any increase.
8.5 The Customer shall pay each invoice within 7 days of receipt, to the bank account nominated by the Supplier. Monthly Charges are collected by Direct Debit through GoCardless, which the Customer shall set up before the Services Start Date and keep in place.
8.6 If the Customer wishes to dispute an invoice, it must tell the Supplier in writing, with reasons, within 7 days of receiving it. The Customer shall pay any undisputed part on time. An invoice not disputed within that period is treated as accepted.
8.7 If the Customer fails to pay any sum by its due date, then, without affecting any other right or remedy of the Supplier:
8.8 All sums are exclusive of VAT, which is added at the current rate, and shall be paid in full without any set-off, counterclaim, deduction or withholding, other than any deduction or withholding of tax required by law.
9.1 Both parties will comply with all applicable requirements of the Data Protection Legislation.
9.2 Where the Supplier processes personal data on the Customer's behalf, the Customer is the controller and the Supplier is the processor, and the Data Processing Agreement forms part of the Contract. It sets out the Supplier's obligations as processor, including confidentiality, security, assistance, breach notification, international transfers and the return or deletion of personal data.
9.3 The Customer shall make sure it has all the notices and consents needed for the lawful transfer of personal data to the Supplier for the duration and purposes of the Contract, and for its own website, marketing and use of cookies and tracking.
9.4 The Customer authorises the Supplier to use the sub-processors listed in Appendix 3 of the Data Processing Agreement, including Platform Providers such as Base44. The Supplier will email the Customer within 2 Business Days of being told of a new or replacement sub-processor that processes the Customer's personal data. The Customer may object on reasonable data protection grounds within 5 days of that email. If the objection cannot be resolved, the Customer may end the affected Services without early termination charges, which is its sole remedy.
9.5 Personal data may be stored or processed outside the UK, including in the United States, only with a safeguard recognised under UK law, as described in the Data Processing Agreement.
9.6 Without affecting the Supplier's obligations as processor under this Clause 9 and the Data Processing Agreement, the Customer acknowledges that where third-party platforms are used to provide the Services, the Customer remains responsible for its own use of those platforms complying with data protection and privacy law.
9.7 The Supplier will notify the Customer of a personal data breach affecting the Customer's personal data without undue delay, and within the time set out in the Data Processing Agreement, including where the Supplier is told of the breach by a Platform Provider.
10.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or breach of the terms implied by section 11B of the Supply of Goods and Services Act 1982.
10.2 Subject to Clause 10.1, the Supplier's total liability to the Customer shall not exceed the amount of Charges paid or payable by the Customer to the Supplier in the 12 months preceding the event giving rise to liability.
10.3 The following types of loss are wholly excluded:
10.4 The Supplier shall not be liable for downtimes, interference in the form of hacking, virus, disruptions, interruptions, faulty third-party software, search engines or websites on which the Services are dependent or other deliveries from a third party.
10.5 The Supplier shall not be liable for any changes made without notice by the Customer or a third party to Customer domain names, websites, links, technical setup or other relevant infrastructure which affect the Services.
10.6 The Supplier shall not be liable for any loss arising from the use of third-party platforms, hosting providers or AI-generated outputs utilised in the provision of the Services.
11.1 A Retainer-Based Customer may end the Contract by giving at least 28 days' written notice before the end of the Initial Term or the current Extended Term.
11.2 A Customer may end the Contract before the end of the Initial Term or the current Extended Term at any time, subject to Clause 11.3.
11.3 If the Customer ends the Contract early under Clause 11.2:
11.4 Either party may end the Contract immediately by written notice if the other party commits a material breach which cannot be remedied, or which it fails to remedy within 30 days of being asked to in writing.
11.5 The Supplier may end the Contract immediately by written notice if the Customer fails to pay any amount within 30 days of its due date, becomes insolvent, or has a change of control.
11.6 The Supplier may end the Contract for any reason by giving the Customer 30 days' written notice. If it does, no early termination Charges apply under Clause 11.3, the Customer pays only for the Services provided up to the end of the notice period, and the Supplier will hand over any website and data under Part 5D.
11.7 On termination, the Customer shall immediately pay all outstanding invoices and interest. The Supplier will return any unused Customer Materials on request, remove its own access to the Customer's accounts on request, and handle websites and data under Part 5D and the Data Processing Agreement.
11.8 Clauses that by their nature should continue after termination, including Clauses 5, 7, 8, 9, 10, 11.3, 11.7 and 12, Part 5D and Part 10, paragraph 4, continue in force.
12.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for 2 months, the party not affected may end the Contract by giving 30 days' written notice to the affected party.
12.2 Subcontracting. The Supplier may subcontract any of its obligations without the Customer's consent, and remains responsible for the acts and omissions of its subcontractors as if they were its own.
12.3 Confidentiality. During the Contract and for 5 years after it ends, neither party shall disclose any confidential information about the other party's business, affairs, customers, clients or suppliers, except to its employees, advisers and subcontractors who need to know it for the Contract, or where required by law or a regulator.
12.4 Publicity. The Supplier may name the Customer, show its logo and describe the work in general terms on its website, in proposals and in other marketing. The Supplier will only publish results, figures or quotes about the Customer with the Customer's prior written approval. The Customer may withdraw permission for future use at any time by emailing the Supplier.
12.5 Notices. Notices under the Contract must be in writing and sent by email to the contact email address in the Contract Details (for the Customer) or to sales@dlrmedia.co.uk (for the Supplier), or to any other address a party gives by notice. An email notice is treated as received at the time it is sent, or at 9am on the next Business Day if it is sent outside 9am to 5:30pm on a Business Day.
12.6 Electronic signature and counterparts. The Contract Details may be signed electronically, including through an e-signature service, and in any number of counterparts, each of which is an original and which together form one document, in line with the Legal Writings (Counterparts and Delivery) (Scotland) Act 2015.
12.7 Entire agreement. The Contract is the entire agreement between the parties and supersedes all previous agreements, promises, assurances, warranties, representations and understandings between them relating to its subject matter. Sales materials and proposals form part of the Contract only where the Contract Details say so.
12.8 Variation. Except under Clause 12.9, no variation of the Contract is effective unless it is in writing and agreed by both parties, which may be by email or e-signature.
12.9 Updates to these Conditions and the Schedule. The Supplier may update these Conditions and the Schedule by giving at least 30 days' written notice, where the update is needed because of a change in law or regulatory guidance, a change in a Platform Provider's terms or pricing, or for security reasons. Any other update applies to the Contract from the start of the next Extended Term after 30 days' written notice. If an update materially disadvantages the Customer, the Customer may end the affected Services without early termination Charges by giving written notice before the update takes effect. The current version is always published at dlrmedia.co.uk/terms-and-conditions.
12.10 Waiver. A waiver of any right or remedy is only effective if given in writing and does not waive any later right or remedy.
12.11 Severance. If any provision of the Contract is or becomes invalid, illegal or unenforceable, it is treated as modified to the minimum extent necessary to make it valid, legal and enforceable, and the rest of the Contract is not affected.
12.12 Assignation. The Customer shall not assign, transfer, charge, subcontract, delegate, declare a trust over or deal in any other way with its rights or obligations under the Contract without the Supplier's written consent. The Supplier may assign, novate or transfer its rights and obligations to any group company or to any purchaser of all or part of its business.
12.13 No partnership or agency. Nothing in the Contract creates a partnership or joint venture, makes either party the agent of the other, or authorises either party to make commitments for the other.
12.14 Third party rights. Unless it expressly says otherwise, the Contract does not give rise to any rights under the Contract (Third Party Rights) (Scotland) Act 2017.
12.15 International customers. Where the Customer is based outside the United Kingdom: (a) all prices and invoices are in pounds sterling (GBP) unless agreed otherwise in writing; (b) where the Customer is a business, the Supplier's services will usually be outside the scope of UK VAT, and the Customer is responsible for any VAT, GST, sales tax or similar tax due in its own country, including under any reverse charge procedure, and shall provide its business tax registration details on request; (c) the Customer shall pay any bank or currency conversion charges so that the Supplier receives the full amount invoiced; and (d) the Customer is responsible for making sure its own products, services, marketing content and use of personal data comply with the laws of the countries in which it operates or targets customers.
12.16 Disputes. If a dispute arises, either party may refer it by written notice to a director of each party, who shall meet (in person or by video call) within 14 days to try to resolve it in good faith. This does not stop either party from seeking urgent court relief or from recovering unpaid invoices.
12.17 Governing law and jurisdiction. The Contract and any dispute or claim arising out of or in connection with it, or its subject matter or formation, is governed by the law of Scotland, and the courts of Scotland have exclusive jurisdiction.
This Part applies where the Services include paid advertising (such as Google Ads and Meta Ads), SEO or GEO.
1. Access. The Customer shall give the Supplier access to and use of its relevant systems and accounts when asked, so the Supplier can provide the Services.
2. Accounts and spend. Advertising accounts are held in the Customer's name, and advertising spend is paid by the Customer directly to the platform. The Supplier will agree any change of plan with the Customer in writing before spend goes above the limit of the Customer's plan.
3. Website changes. The Customer must tell the Supplier in advance of any changes to its website that may affect tracking or the Services.
4. Content. The Customer accepts that regular, fresh content on its website helps the stability of its search rankings.
5. Ending the Services. When the Services end, the Supplier will remove its own access to the Customer's accounts on request. Campaigns, ads and data in the Customer's accounts remain with the Customer.
This Part applies where the Services include website design and development.
1. Specification. The Contract Details, and any brief or site map the Customer approves, describe the specification and structure of the Website (the Specification). The Customer is responsible for making sure the Specification includes full and accurate details of its requirements.
2. Change requests. Any request to change the Specification, add functionality or change the scope must be made in writing. The Supplier will confirm whether it accepts the change and any effect on the Charges or timetable. No change is made until both parties have agreed it in writing.
3. Changes before launch. Unless the Contract Details say otherwise, the Charges include two rounds of changes to the design and copy before launch.
4. Completion and launch. The Supplier will tell the Customer in writing when the Website build is complete (Website Completion). The parties will then agree a launch date.
5. Testing and acceptance. The Customer has 14 days from the launch date to test the Website (the Acceptance Period) and must tell the Supplier in writing of any failure of the Website to materially comply with the Specification (a Defect). If no Defect is notified within the Acceptance Period, the Website is treated as accepted.
6. Content. Where the Supplier writes copy or sources images, the Customer is responsible for checking that the facts about its business are correct before launch. Where the Customer supplies text, images, logos or data, it warrants that it owns or has permission to use them, that they do not infringe third-party rights, and that they are accurate, lawful and compliant.
7. Third-party tools. The Supplier may use third-party software, plugins, themes, page builders, code libraries or services in the Website. These may have their own licences, fees or renewal costs, and the Supplier does not control their functionality, performance, security, availability or support.
8. Browsers and devices. Unless the Contract Details say otherwise, the Website will work on the latest and previous major releases of Chrome, Firefox, Safari and Microsoft Edge, on standard desktop, tablet and mobile screen sizes.
9. Accessibility. The Supplier designs Websites to meet the Web Content Accessibility Guidelines (WCAG) 2.2 level AA where reasonably practicable. A full accessibility audit is not included unless stated in the Contract Details, and the Customer is responsible for the accessibility of content it adds.
10. Warranties and search. The Supplier warrants that the Website will materially comply with the Specification when accepted, and will use reasonable efforts to fix Defects notified during the Acceptance Period. All other warranties are excluded to the extent permitted by law. The Supplier does not guarantee search rankings, performance on specific keywords, increases in traffic, leads, enquiries or revenue, or placement in search engines or AI answers, except as set out in Part 9 where that Part applies.
11. Ownership. Ownership of the Website design and content created for the Customer passes to the Customer once the Charges for the Website have been paid in full. On a monthly plan, that is once all the monthly payments for the Initial Term have been made. Until then, the Supplier grants the Customer a non-exclusive, non-transferable licence to use the Website in its business while the Customer pays the Charges on time. Ownership does not include the Supplier's or any Platform Provider's platform, frameworks, tools or infrastructure, and a Website built on a Platform Provider may need rebuilding to run elsewhere (Part 5D).
12. Delays by the Customer. If the Customer has not provided the content, access or approvals the Supplier needs for more than 30 days after being asked, the Supplier may pause the build, invoice any Charges that would have become due on Website Completion, and treat the project as on hold. Monthly plan payments continue as normal. Restarting a paused project may need a new start date.
13. Website credit. The Supplier may include a discreet credit and link to dlrmedia.co.uk in the footer of the Website, which may only be removed with the Supplier's written consent.
This Part applies where the Supplier registers, renews or manages domain names or DNS for the Customer.
1. Registry rules. Domain names are governed by the rules of the relevant registry (for .uk domains, Nominet) and the Supplier follows those rules. The Supplier will make reasonable efforts to register the Customer's chosen domain name but does not warrant that it is available.
2. Registrant. Domain names are registered in the Customer's name as registrant wherever the registry allows, with the Supplier managing them as agent.
3. Renewals. Domain names managed by the Supplier are set to renew automatically. The Supplier invoices each renewal on the 1st of the month before the renewal date, payable by the 15th of that month, by Direct Debit where set up.
4. Charges. Each renewal is charged at the registry or registrar cost, plus an administration fee of £4.99 plus VAT per domain, shown as a separate line on the invoice. Registering a new domain is charged on the same basis.
5. DNS management. Routine DNS changes for domains the Supplier manages, such as pointing the domain to a Website or verifying a service, are included. Larger jobs, such as email migrations, are quoted before work starts. Email hosting and IT support are not provided by the Supplier, which may refer the Customer to a recommended partner without liability for that partner's services.
6. Unpaid renewals. If a renewal invoice is not paid by the renewal date, the Supplier may let the domain lapse after giving written notice.
7. Transfers and release. On request, and once all sums due have been paid, the Supplier will release a domain name to the Customer or another registrar for an administration fee of £25 plus VAT per domain. Fees paid for registrations, renewals and administration are not refundable.
This Part applies where the Services include Hosting Services. Part 5A applies to Platform Hosting and Part 5B to Traditional Hosting. Parts 5C and 5D apply to both.
1. Domain configuration. The Customer must make sure its domain names point correctly to the Hosting Services, unless the Supplier manages the domain under Part 4.
2. Content. The Customer is responsible for all content, data and files it adds to or sends through its Website, and must monitor content that others post to it.
3. Prohibited content. The Website must not contain or promote racist, hateful or discriminatory content; violent, malicious, obscene or defamatory content; content supporting terrorism; high-risk investment schemes; illegal or infringing content; or adult content. The Customer must also follow the Supplier's Acceptable Use Policy at dlrmedia.co.uk/acceptable-use-policy.
4. Breach of content rules. If the Website contains prohibited or unlawful content, the Supplier may suspend the Hosting Services, give the Customer up to 24 hours to remove it, ask the Customer to move the Website elsewhere, or end the Hosting Services immediately.
5. Support. Support is available on Weekdays from 9:00am to 5:30pm (UK time), and the Supplier will reply within 1 Business Day. Support covers availability problems, platform or server issues and restoring from backups. It does not include content changes, new pages, redesigns, new features, or problems caused by the Customer's content, changes or third parties, which the Supplier will quote for.
6. No uptime guarantee. The Hosting Services are provided "as is" and "as available" and depend on third-party hosting and Platform Providers. The Supplier does not guarantee that they will be uninterrupted, error-free or free from vulnerabilities, and does not promise any uptime percentage.
This Part applies to Websites hosted on the Supplier's current web platform (Platform Hosting), including the hosting and care plans and Websites built under the DLR Growth Engine.
1. Billing. Platform Hosting is billed monthly in advance by Direct Debit, at the rate in the Contract Details.
2. Platform. Websites are hosted on a third-party Platform Provider, currently Base44. The Supplier may move a Website to another platform of equal or better standard by giving 30 days' written notice. Data may be stored outside the UK under the safeguards in the Data Processing Agreement.
3. Care. Hosting and care includes the security reviews, updates, optimisation and reporting described in the Contract Details. These are carried out automatically and do not include content changes.
4. Backups. Backups are held by the Platform Provider. In addition, the Supplier keeps a monthly export of each Website for 3 months.
5. Outages. The Supplier will tell the Customer about major outages that affect its Website, and keeps a record of them.
6. Cancellation. The Customer may cancel Platform Hosting by giving 28 days' written notice by email, ending at the end of the month in which the notice period expires, and subject to any Initial Term in the Contract Details. Hosting already provided is not refunded.
This Part applies to Websites hosted on traditional hosting, including WordPress websites (Traditional Hosting).
1. Billing. Traditional Hosting is billed annually in advance, at the rate in the Contract Details or the Supplier's renewal invoice.
2. Cancellation. The Customer may cancel Traditional Hosting by giving 28 days' written notice before the renewal date. Hosting already paid for is not refunded.
3. Resources. If the Website goes above the resources of its hosting plan, the Supplier will contact the Customer to agree an upgrade, and the hosting provider may limit or suspend the Website until it is resolved. Fair use limits in the Acceptable Use Policy apply.
4. Software updates. The Supplier keeps the hosting server up to date. Unless the Contract Details include a care plan, the Customer is responsible for updating its WordPress software, themes and plugins.
5. Moving to Platform Hosting. The Supplier may offer to move a Website from Traditional Hosting to Platform Hosting on the terms in the Contract Details or the Supplier's written offer.
1. Planned maintenance. Where the Supplier controls the timing of maintenance that will take a Website offline, it will give at least 48 hours' notice.
2. Emergency suspension. The Supplier may take any Website offline immediately, without notice, to protect the platform, the Customer or other clients, for example because of hacking, malware, spam, a security vulnerability or a request from a Platform Provider. The Supplier will tell the Customer as soon as possible and restore the Website once it is safe.
3. Non-payment. If an invoice for Hosting Services is unpaid:
4. Reinstatement. Once all sums due have been paid, the Supplier will reinstate a suspended Website within 2 Business Days, for a reinstatement fee of £50 plus VAT.
1. Notice. To move a Website away from the Supplier, the Customer gives notice under Part 5A or 5B and pays all sums due.
2. Handover. Within 10 Business Days, the Supplier will provide the Website's content, images, source code and an export of its data, for Websites the Customer owns under Part 3, paragraph 11 or Part 10, paragraph 3. Websites built on Platform Hosting will not run on WordPress or another platform without being rebuilt. Whether or not the Customer owns the Website, the Supplier will return the Customer's personal data under clause 11 of the Data Processing Agreement.
3. Deletion. 7 days after the Website goes live elsewhere, or 30 days after the handover if earlier, the Supplier will permanently delete the Website, its backups and files, request deletion from the Platform Provider, and confirm this by email. The Supplier may keep records it is required to keep by law, such as invoices.
This Part applies where the Services include outbound prospecting by email or LinkedIn.
1. Campaigns. The Supplier may run campaigns using lead lists and message sequences through third-party platforms, using lists it generates, lists the Customer provides, or third-party data sources.
2. Approval. The Customer reviews and approves lead lists, message sequences, targeting and campaign content before they are sent.
3. Law. Campaigns will follow the Data Protection Legislation, including the Privacy and Electronic Communications Regulations. Unsolicited marketing emails are only sent to corporate subscribers, with the sender clearly identified and an easy way to opt out. Sole traders and partnerships, other than Scottish partnerships and limited liability partnerships, are only emailed where they have consented. The Customer confirms that any list it provides was collected lawfully.
4. LinkedIn. For LinkedIn outreach, the Customer provides access to its own LinkedIn account. The Customer accepts that LinkedIn may restrict or suspend accounts that use automation tools, and the Supplier is not liable if that happens.
5. Results. The Supplier does not guarantee open rates, replies, engagement, leads or conversions.
6. Data. The Data Processing Agreement applies to all outbound prospecting Services.
This Part applies where the Services include media buying.
1. Commission. Most media owners pay a commission of 15% of media costs (excluding VAT) to the agency placing the booking, and some pay 10%. This commission meets part of the cost of planning, buying and administration. Where a media owner pays less than 15%, the Supplier may charge the Customer the difference so that the total commission equals 15%.
2. Fees. Depending on the Services, a project management fee or retainer may also be charged, as set out in the Contract Details.
3. Bookings. The Supplier buys media space and bookings from media owners and suppliers on the Customer's behalf. Dates, times and placements are controlled by the media owner and may change without notice. The Supplier is not liable for errors, omissions, delays or adverts not running as planned where these are caused by the media owner or supplier.
1. Platform dependency. Some Services, including website and application development, hosting, deployment, authentication, data storage and functionality, are delivered using third-party platforms, including Base44 (Platform Providers), and the Services depend on those Platform Providers. The Supplier has no control over the availability, performance, functionality, security or continued operation of any Platform Provider and shall not be liable for any loss, damage, delay or disruption arising from downtime or outages, suspension or restriction of services, changes to platform functionality, APIs, pricing or infrastructure, or termination of the Customer's or Supplier's access to the Platform Provider.
2. AI and generated outputs. Some Services use artificial intelligence, automated systems or machine-generated outputs. The Supplier does not warrant that any AI-generated or assisted output will be error-free, complete, secure or suitable for any specific purpose. The Customer is responsible for reviewing, testing and approving Deliverables before use.
3. Platform security. The Supplier does not warrant that any Platform Provider, third-party integration, AI-generated configuration or automatically generated security setting will be secure, error-free or suitable for the Customer's intended use. The Customer is responsible for reviewing and approving all security-related settings and permissions.
4. Platform suspension. Platform Providers may suspend, restrict or terminate access to applications, websites or services at their sole discretion. The Supplier shall not be liable for any loss arising from such suspension or termination, including loss of data, functionality, availability or business operations.
5. Data and compliance. The Customer is responsible for making sure that data collected through its Website or application complies with the law, including keeping a compliant privacy notice and obtaining any consents needed for cookies, tracking and marketing.
6. Restricted data and payments. The Customer shall not use the Services to process special category data, health data, payment card data or other highly sensitive or regulated data unless the Supplier agrees in writing. Online payments may only be taken through a third-party hosted checkout (such as Stripe Checkout), so that card details never pass through or are stored on the Website.
7. Security configuration. Applications and websites may need permissions, visibility settings, authentication, user roles and integrations to be configured. Unless agreed otherwise in writing, the Customer reviews and approves these before launch and keeps its own users' access up to date.
8. Export and lock-in. Deliverables built on Platform Providers may depend on proprietary systems. The Supplier does not guarantee that they can be moved to another platform without further work. Moving Websites away is covered by Part 5D, and any rebuild is quoted separately.
9. Platform changes. The Supplier is not liable for the effect on the Services of changes made by Platform Providers, including changes to features, pricing, APIs or AI models.
10. Platform terms. The Customer must follow any acceptable use policies or terms imposed by a Platform Provider used for the Services.
11. AI usage allowances.
(a) Where the Services include an AI chatbot, AI agent, automation or other AI-powered or integrated feature, the Charges include the monthly usage allowance in integration credits stated in the Contract Details. Unless the Contract Details say otherwise, the allowance is 2,500 integration credits a month for the DLR Growth Engine and lead generation websites, and 500 integration credits a month for brochure websites, while the Services or hosting plan are active. Credits are used each time an AI feature or integration runs, for example when the chatbot replies, an enquiry is processed or an email is sent through an integration.
(b) Allowances reset at the start of each month. Unused credits do not roll over and have no cash value.
(c) The Supplier emails the Customer when usage reaches 80% of the monthly allowance.
(d) At 100% of the allowance, the affected features pause until the next month, unless the Contract Details state an overage rate or the Customer agrees in writing to buy extra credits at a price the Supplier has quoted in advance. The Supplier never charges for extra usage at a rate that has not been agreed in writing.
(e) If a Platform Provider changes its pricing or credit model, the Supplier may change the overage rate or future allowances on 30 days' written notice, and the Customer may end the affected AI feature without penalty before the change takes effect.
12. AI chatbots and agents. Where the Supplier builds an AI chatbot or agent for the Customer, the Customer approves the information and rules it uses, tells users that they are talking to an AI system, and is responsible for the answers it gives on the Customer's behalf. The Supplier will set reasonable limits on what the chatbot can say and do, and will update its information when the Customer asks. Chatbot answers are not binding quotations unless the Customer's own terms say so.
13. Connecting the Customer's accounts to AI tools. By signing the Contract Details, the Customer authorises the Supplier to connect the Customer's accounts and systems to the AI assistants listed in the Data Processing Agreement where needed to deliver the Services. The Supplier uses only the access the Services need, uses business accounts on which the provider does not use the data to train its AI models, and removes the connections when the Services end or when the Customer asks. The Customer may withdraw access at any time, which may affect what the Supplier can deliver.
14. Continuity. If a Platform Provider becomes unavailable, unsuitable or commercially impractical, the Supplier may propose alternatives, which may involve extra Charges, and is not obliged to rebuild or migrate Deliverables without them.
1. Scope. The DLR Growth Guarantee applies only to DLR Ecommerce Growth Marketing Packages (growth retainers). It does not apply to Shopify builds, Shopify Plus projects, migrations, custom apps, support plans or any other Services.
2. Targets. Before the Services Start Date, the parties will agree in writing the guarantee targets (for example online revenue or return on ad spend), how each target is measured, the data source used and the baseline. Targets may only be changed by written agreement.
3. Review periods. Performance is measured over each review period set out in the Contract Details. Unless the Contract Details say otherwise, each review period is 3 months, starting on the Services Start Date.
4. What counts as a miss. A target is missed if the measured result for a review period is below the agreed target, using the agreed data source.
5. Customer's obligations. The guarantee applies only if, throughout the review period, the Customer:
6. Exclusions. The guarantee does not apply where a target is missed wholly or mainly because of an event described in Clause 12.1, a platform account suspension not caused by the Supplier, or a breach of paragraph 5.
7. Remedy. If a target is missed and the Customer has met paragraph 5, the Supplier will credit or refund its monthly management fee for that review period or, where the Charges are a percentage of revenue, the fee calculated for that review period, as set out in the Contract Details. This is the Customer's sole remedy under the guarantee.
8. What is not covered. Advertising spend, app and software subscriptions, other third-party costs and the set-up fee are not covered by the guarantee and are not refunded.
9. Claims. The Customer must claim under the guarantee in writing within 30 days of the end of the relevant review period.
1. Term. A Customer of the DLR Growth Engine is a Retainer-Based Customer, with an Initial Term of 12 months, at the Charges in the Contract Details.
2. Website included. The Website included in the Growth Engine is provided as part of the Charges and is not charged separately. It is hosted under Part 5A while the Growth Engine is active.
3. Ownership. Despite Clause 7.1, ownership of the Website design and content created for the Customer passes to the Customer once the Initial Term has ended and all Charges have been paid. Until then, the Supplier grants the Customer a non-exclusive, non-transferable licence to use the Website in its business while the Customer pays the Charges on time. Ownership gives the Customer the right to keep using the Website with the Supplier's Hosting Services, or to receive its content, images, source code and data export under Part 5D. It does not include ownership of any Platform Provider systems, frameworks or infrastructure, and it does not guarantee that the Website will run on another platform.
4. Early termination. If the Contract ends before the end of the Initial Term, the Customer may keep the Website by paying all Charges up to the end of the Initial Term, however the Contract ended. If those Charges are not paid within 30 days of termination, the Supplier may take the Website offline and the Customer has no right to use it.
5. Hosting after the Initial Term. If the Growth Engine ends and the Customer keeps the Website hosted with the Supplier, Platform Hosting is charged at the rate in the Contract Details.
This Part applies where the Services include training courses, workshops, programmes or events.
1. Bookings. The Contract Details set out the course, format, dates, location, group size and price.
2. Rescheduling and cancellation by the Customer. The Customer may reschedule or cancel free of charge more than 14 days before the first session. Within 14 days, 50% of the price is payable. Within 48 hours, or if attendees do not attend, the full price is payable. Any travel or venue costs already committed are also payable.
3. Changes by the Supplier. If a trainer is unable to attend because of illness or events beyond the Supplier's control, the Supplier may provide another qualified trainer or reschedule to a date agreed with the Customer. If no new date can be agreed, the Supplier refunds the price paid for the affected sessions.
4. Materials. Attendees may use the training materials, templates and guides within the Customer's own business. They may not be resold, published or used to train people outside the Customer's business without the Supplier's written consent.
5. Recording. Sessions are only recorded with the agreement of the Supplier and the attendees.
6. AI tools. Attendees should not enter confidential or personal data into AI tools during training unless the Customer's own policies allow it. The Customer is responsible for the licences and access its attendees need, unless agreed otherwise.
7. Attendee data. The Supplier processes attendee names, contact details and feedback in line with its Privacy Notice, and shares attendance and feedback with the organisation that commissioned the training.
Part 1: Social Media, Graphic Design & Content Services
This Part applies where the Services include social media, graphic design and content services, including The Edit.
1. Accounts. The Customer owns its social media accounts and is responsible for keeping them secure and linked to a valid email address and phone number, and for unlocking any locked accounts.
2. Comments and messages. The Customer is responsible for monitoring and responding to comments and direct messages. Where the Contract Details include comment management, the Supplier manages comments on Weekdays only. Direct messages are not managed by the Supplier.
3. Approval. The Supplier will share a content plan and the Customer will review and approve content before it is posted, and tell the Supplier of any errors or changes it wants before posting. Content approved by the Customer is the Customer's responsibility.
4. Advertising rules. Paid, gifted and influencer content will be labelled as advertising in line with the CAP Code and the platforms' rules. The Customer confirms that any claims about its products or services that it asks the Supplier to publish are true and can be proved.
5. Shoots and people. The Customer is responsible for getting permission from any staff, customers or members of the public who appear in content captured at its premises or events, unless the Supplier has agreed in writing to arrange this.
6. Limits. The Supplier is not liable for any loss of followers, engagement, account status or data caused by platform decisions, or for inaccurate information supplied by the Customer.