These terms and conditions of service are designed to ensure that both Scamper Ltd (aka Wholegrain Digital) and the client understand the basis on which we are to work together and that there are clear and fair protections in place to minimise risk for all involved. If any element of these terms is unclear or appears inappropriate to your business or project, please don’t hesitate to discuss it with us. They are written in HTML, not in stone!
1. When does a project begin?
A project begins and these terms become effective on the day that the client approves a quote or rate card and confirms that they are happy for our team to proceed with the work.
In practice, the project will begin on the date that we have agreed to schedule the start of work. Projects are scheduled on a first come first served basis and payment of the deposit is required in order for us to reserve the slot. We try to ensure that the slot discussed is available for you, but please don’t be upset with us if you don’t pay the deposit promptly and we have to give the slot away to someone else.
Once a slot has been reserved for you, we will be allocating resources to start work on that day, so if you then delay the launch there is a risk that we will have people sitting around twiddling their thumbs waiting for you. In this unlikely event, we will charge you for the first day of lost work at our standard rate and for any additional days that we have scheduled to work on your project but cannot due to delays on your side. The best thing is always if you tell us about delays as early as possible so that we can try to re-organise our schedule and avoid charging you any wasted time, because it gets really awkward and we don’t want that.
2. What does the quote mean?
All quotes issued by Wholegrain Digital are valid for 30 days from the date of issue, although they don’t magically turn into pumpkins on the 30th night. If you need more time to think about a quote, just let us know and we’ll see if we can extend the validity for you. Most of our quotes are fixed price and cover a fixed scope of work as described in the quote. The quantity column on our quotes in most cases indicates the number of hours that we estimate the job will take, but rest assured your quote is fixed. The hours estimate is simply for our own internal planning.
That said, there are some projects where it is not possible to provide a fixed price quote and these will clearly state that they are estimated and not fixed price.
Please also note that our rates might change from time to time, in which case we will give you as much notice as we can, but a minimum of 30 days. Any changes to our rates will not affect existing quotes within their validity period or any current or scheduled projects where costs have been agreed. Basically, if we have agreed a cost then we have agreed a cost – simple as that! Rate changes only apply to new work where costs have not yet been agreed.
3. Want to back out?
If you change your mind after you approve a quote but before the agreed project start date, although it will disrupt our schedule, we want you to be happy so we will refund the deposit and wish you farewell.
If you change your mind and wish to cancel a project after work has begun then we will simply charge for the time that we have already spent working on it, rounded up to the nearest whole day (8 hours). If this is more than your deposit, we will invoice for the difference. If it is less than the deposit, we will refund the difference.
If we change our mind and decide to back out of a project for any reason, we will give you as much notice as reasonably possible, refund any money paid for work not yet delivered and do our best to hook you up with an alternative provider that we know and trust.
4. Tell me about that deposit
We charge a deposit for most work that we do. This reassures us that you are serious about the project and also provides us with essential cash flow while we are doing the work for you.
As standard we don’t start projects unless we have received the deposit, so prompt payment is important if you are in a hurry to get started. If you have a reason why payment can’t be made fast enough (like those pesky people in accounts only running payments once a month), please tell us and we will try to come to some sort of compromise.
If you commission a project or service with regular installments such as a maintenance contract, the relevant installments must be received before the next stage of service begins. If this is not possible for any reason, talk to us as soon as possible so that we can find a resolution.
For services like hosting, we will do our absolute best to avoid a situation where your service is suspended due to late payment from you, but naturally we cannot provide service indefinitely without up to date payments and it is ultimately our discretion, so open dialogue is important on both sides to ensure that it never comes to that.
5. What if you don’t pay?
In the very very unlikely event that you decide not to pay for something that you have purchased from our team, we will do our best to work with you to find a solution. However, we will eventually need to draw the line and if an invoice has been 3 months overdue and we have not agreed a suitable payment date then we reserve the right to hand it over to a debt collector. We don’t want it to ever come to that, so being open and honest with us about your circumstances is really important.
6. Please don’t send us cheques
Our accepted payment methods are stated on our invoices. These include credit card, bank transfer and PayPal.
We ask you nicely not to send us a cheque. Please. Pretty please. It is the 21st century and as much as we love a bit of retro, we don’t love cheques. If you send us a cheque it means that a very busy member of our team has to actually go to a bank, and as much as we love bankers, we just don’t have the time. This could result in delays to your project or service, which none of us want.
7. What’s the deal with our standard and higher rates?
Almost all of the work that we do is charged at our standard rate for the relevant service as indicated on our rate card. However, if you ask us to work in the evening, night time, weekend or bank holidays when we would normally be doing something other than building websites (yes, we do have the odd outside interest), then we think it is only fair to charge extra.
Similarly, if you don’t have a support contract with us and you pop up one day with something that you consider to be urgent, we will do our best to help as quickly as we can, but it will likely mean changing our schedule, doing overtime and possibly a little bit of stress, so we naturally charge our higher rate in these circumstances.
Any extra charges for higher rate work will be added to your next invoice and itemised. Just to be clear, if out of hours work or urgent work is required through some fault of our own or because we just feel like working very quickly in the middle of the night, we won’t charge you extra for that.
8. So what are your standard working hours?
All of our team work flexible hours and that means different things to different people. However, for the purposes of our opening hours and any extra charges for out of hours work, our opening hours should be considered as 8.57am to 5:01pm Monday to Friday excluding national holidays. 9 to 5 just sounded a bit boring!
9. When changes are requested
There are times during projects when you might need to change your requirements or ask for something extra. A change request is defined as anything not written in the original brief, agreed functional specification or quote.
When you make a change request, it might mean that the amount of work involved in the project will change. If extra work is incurred then we will charge for the extra time that we spend on it and you agree to pay for this time unless otherwise agreed in writing. If the job gets smaller then lucky you, we will discount your next invoice by the amount of time saved.
In the case of design work, most fixed price design projects include unlimited design iterations within the scope of the original brief, but these iterations expire at the point where you approve the design either verbally or in writing, or if you change the design brief. After that point, the time spent on any extra design changes that you request will be charged for at our hourly rate.
You might have also figured out that different work takes different time, so any changes to the spec could affect your project timeline. In some circumstances we might also have to delay your website launch in order to give us enough time to complete the changes, but if this is the case we will let you know so that you have the option of holding back the changes until after launch.
10. Talking about timelines
We take timing seriously and do our absolute best to ensure that your project launches on time, even in cases where we face delays and changes along the way. However, it is important to note that our estimated timelines are just that… estimates. There are some things that you can also do to help ensure that you get work delivered when you need it:
- Tell us when you need it. Be honest and tell us the reasons why this date is important to you. And no, yesterday is not possible.
- Give us the information, feedback, access and assets that we need promptly and in the formats that we ask for. We need to work as a team and can’t do our job without being supplied with everything that we need. We will give you a schedule at the start of the project to explain when we need crucial feedback and assets from you so that you can ensure you have everything ready on time.
- Don’t change your mind. As mentioned above, it is your project and you are welcome to change your mind, but it is important to understand that changes can require extra time. If you have a fixed deadline, it is important to be clear and decisive.
11. What about warranties?
All of our fixed price project work comes with a 30 day warranty as standard. This is measured from the date on which the work is ready for launch. We understand that sometimes issues are not spotted straight away and so if you find any problems at all during the warranty period, we will fix them free of charge as quickly as we can.
Of course, 30 days is an arbitrary time frame. Our experience shows that this is plenty of time in most cases, but if you discover an issue after the warranty period then you should still talk to us about it and we will do our best to find a fair solution.
Please note that there are some circumstances where the warranty may be invalidated as follows:
- You (or someone representing you) has modified code on the site
- You (or someone representing you) have installed plugins, themes, performed upgrades or changed settings that are responsible (partly or wholly) for the problems that you are reporting
- The problems are related to hosting or DNS.
12. Get good hosting and DNS provider
A website cannot run on its own and we strongly advise that you host your site with a reputable and environmentally friendly hosting provider. Poor hosting causes stress and delays for everyone, and we all want to avoid that. We will be very happy to recommend a host that is ideal for your project and we don’t take commissions from hosting companies so our advice is completely impartial.
If you do decide to host it yourself, host with the chap down the road or with a non-recommended supplier and it causes problems, we will have to charge for the time that we spend trouble shooting. This is defined by situations where the site runs correctly on our standard test servers but not on your server.
Also choose a reputable domain name provider who hosts your DNS for you and gives you 24×7 support in case of issues.
In the event that you choose to launch the site yourself on your own servers, you will still be charged the site launch fee as we nearly always find that it actually take more of our time to assist with the installation of sites on servers that we don’t have access to.
Unlucky 13. What if we stuff up?
We work very hard to ensure that we consistently deliver high quality services but you need to know what our liability is in the event that something goes Aloo Tikki.
Every situation is different and if we stuff up, we will put our hand up and try to find a suitable way of making it up to you. In a worst case scenario though, our liability is limited to the amount of money quoted by us for the work in question, no matter how it was caused.
You may wish to limit risk to yourself by minimising our access to your business assets, web servers and DNS. This is entirely at your own discretion and we will do our best to support you, but the more you let us in, the more we are able to help you.
14. Did someone overwrite the changes?
After we have launched the site on your hosting account and given you full access, you have the freedom to do whatever you want with the site. You might well decide to edit some code yourself or your in-house developer might make some tweaks. This is fine by us but it is really important that you keep us informed about any changes. If you make changes to the site without telling us and then ask us to make some changes on the site, then we cannot be held responsible if we overwrite the changes that you have made. Not just that, but we will have to charge you for the time to sort it out. Good communication is the key here, so that we can ensure that everyone is on the same page.
If you are planning to make regular changes, then let us know and we can share a Git repository so that both parties always have the latest version of the code to work on.
15. 3rd party stuff
We will often use third party software and services in the work that we do. In cases where we have stated the use of third party software and services in our quote to you, the quote assumes that these tools will function as intended at the time of launch. These tools often provide amazing functionality with much reduced time and cost compared to custom development, but it’s not always party time. In the event that things don’t work perfectly, we will discuss the issues with you and agree any additional costs associated with overcoming the third party issues.
It’s also important to be aware that 3rd party software may come with ongoing costs for licence fees. This could be for ongoing access to a 3rd party service, or for access to future software updates. In the event that your project needs to use any paid 3rd party services, we will discuss this with you so that you are aware of any potential ongoing costs.
We agree that we will always ensure that any 3rd party products or services are correctly licensed for use in your project (e.g. plugins, stock photos, themes etc) and you agree that any materials provided to us are legal for use in the project. There will be no pirates on this ship matey!
16. Keeping schtum
We are a team of professionals and understand that confidentiality is important. If you tell us something in confidence then we will ensure that none of our directors, employees, contractors or partners will ever utter a word about it in public without written permission. Similarly, you agree that you will do the same for us.
With regards to data protection, all of our practices are regularly reviewed to ensure that your data is stored safely in line with EU General Data Protection Regulation (GDPR). We only share your data with trusted third party partners for the purposes of reasonably staying in touch and/or working on any ongoing project with you, with your consent.
17. Want to meet us?
We love meeting our clients and building strong relationships. Initial meetings to discuss potential work are always free of charge and we rarely charge for meetings during projects but it should be noted that the meetings are not actually included in our quotes unless stated. We just do them out of goodwill because we love you.
On occasion, we may need to charge for meetings if the time required for meetings and travel is not viable within the agreed budget, in which case we will tell you that this is the case. We will never charge you for a meeting without telling you first.
18. The power of teams
As an agency, one of our great skills is our ability to build and manage teams of highly talented people. You trust us to build the best team for the job and we stake our reputation on it. Sometimes our teams will include freelancers, contractors or even other businesses that we know and trust, and have put to the test thoroughly before involving them in your project.
All team members will be bound by the same quality and confidentiality agreements that you have in place with us.
19. Love us a bit too much?
If you are so impressed by any member of our team that you want to poach them to work for you then stop right there. It’s just not cool.
20. When does a project end?
We love finishing projects as much as you do. It makes us feel all warm and fuzzy inside. We consider a project finished when the deliverables have been achieved and are ready to be handed over to you.
As stated in our payment terms, we will invoice for the final payment before launch of the project (or milestone) and payment must be received in our bank account before we set it live. You can do same day or next day bank transfers from nearly all banks these days so there is no excuse (and remember, no cheques!).
Upon receipt of payment and launch of the relevant work, we shall consider that phase of the project complete unless we have agreed to complete some deliverables after launch, in which case the project will be considered complete after those deliverables are ready.
If there is any dispute about completion of the deliverables then we shall partially invoice for the accepted elements and invoice for the remainder when the final timelines are agreed.
In the event that a project stalls for more than 30 days because of delays on your side, we reserve the right to invoice for the work completed up to that point. The project can then be resumed for up to another 30 days after that date with no additional costs to you. After that, we may have to amend the quote to account for changes in web technology or changes in our rates. We may also bundle up the work completed and give it to you for safe keeping long term if there is no sign that the project will resume soon and then you will be responsible for linking after those assets. In reality, we will almost certainly have a copy, but we can’t hold onto it forever.
21. Who owns the work?
It’s important that we all know where we stand in the assignment of intellectual property rights for a project. So to start off, all rights will remain the property of Wholegrain Digital until such time that we have received payment for the work in question. At that point, it gets a little more complicated, so stick with us while we explain!
Creative work – all rights for creative work and designs will be transferred to you as the client. We have done these designs for you and they are bespoke to your needs, and you are free to do what you want with them.
Bespoke code – any code that is written entirely for you, creating the front end interface to match your design and bespoke functionality entirely unique to you, will be owned by you and you are free to do with it what you like.
Modular code – It is inefficient to reinvent the wheel by creating code for common uses that is similar across multiple projects. For example, our Granola framework for WordPress. Where this code is created by us and used in your projects, you have the full right to use it only for the project that you have paid for unless otherwise stated in writing. All other ownership rights will remain with us.
3rd Party code – All projects involve the use of some 3rd party code. In these cases we will ensure that they are licensed for you to use in your project but ownership rights will remain with the relevant 3rd parties.
22. Shout about it
We love to talk about the work that we do and we may use the work that we do for you or quotes of nice things that you say in our portfolio, social media and other promotions unless otherwise agreed in writing. It’s great for us and great exposure for you. We will respect your decision if you ask us not to, but we know from experience that team moral is greater when they are able to boast about their work. Maybe that’s fickle, but it’s also a fact.
Also, like painters sign their work, it is common in the web industry that the designers and developers are credited in the site footer. Take it as a compliment that we are proud to put our name on your website. Having said that, we understand that you might not want any mention of us on your website and that’s fine. We won’t take it personally. Just let us know and we promise to ensure that there is no mention of us anywhere on your site (unless you write about us on your site of course).
That’s all folks! We look forward to working with you!