Between Rubber Duckers Ltd and our client.
While some standardised legal terminology is unavoidable in this document, we try to write everything in plain English. To do this, we frequently use terms like "we" and "you." "We," "us," "our," and "the Company" means Rubber Duckers, a company registered in the United Kingdom. "You," "your," "Customer" or "Client" in this document is you, our Client.
This is our general agreement, and it applies to every project we do together. Alongside it you will have one or more appendices covering the specific kind of work in your proposal, for example websites, or video and photography. Where an appendix says something more specific than this document, the appendix applies to that work.
Throughout this document, reference is made to our current hourly rate. This rate is defined as our hourly rate that is in place at the time a service is requested, not at the time this agreement is executed. We will provide you with our current hourly rate upon request.
You are hiring us to complete your project according to the specific scope of work we described in the proposal of services document you received. The proposed cost of the project in the proposal includes only this work. When you hire us, we are independent "work for hire" contractors and not employees of you or your business.
The Proposal of Services details the work we will deliver to you, including without limitations, the deliverables and specifications thereto, and any and all compensation to be paid for such work. If additional services are requested by the Client, the parties may enter into one or more other Proposals of Service signed by the parties. Notwithstanding the foregoing, the terms of any Proposal of Services entered into between the parties, shall be in addition and supplemental to the terms of this Agreement. If there is a conflict between this Agreement and any part of the Proposal of Services, the terms of the Proposal of Services shall be binding regarding scope of work and the fees for said work.
We are available via email and phone Monday through Friday from 9:00 am to 5:00 pm. Our normal response time is one business day, though our response time may vary. Outside of photography and videography shoots we do not work on weekends or holidays. Clients with current website management services receive priority response times. Office phone and email are the primary means of communication accepted for our work together. We do not communicate officially via mobile phone, text message, social media, or instant/private messaging (like Facebook Messenger, Slack or WhatsApp) since we cannot track these requests as a team. While we may respond through these channels, we cannot guarantee that requests made this way will be logged or acted upon.
Every project runs to a rough estimate rather than a guaranteed date. How long yours takes depends on a number of factors, including but not limited to the complexity of your project, our current workload, material availability, and any problems that might arise as we work on your project. Typical durations for each kind of work are set out in the relevant appendix.
Unless specifically defined in the Proposal of Services, we do not guarantee completion by a specific date. Under this contract, time is not considered of the essence unless explicitly agreed upon in writing by all parties.
While we endeavour to start your project quickly, we will not begin your project until your deposit or first payment has been received and onboarding is complete.
In our experience, projects can often stall as we wait on assets, information, feedback, approvals, etc. that we have requested from you. While we are waiting on your response, we will normally begin to work on other projects to make efficient use of our time.
A project is considered delayed if your response to our request for assets, information, feedback, approvals, etc. is delayed for more than 5 business days. When a project is delayed, we may remove it from our active queue and place it at the back of the line. Work will resume on a delayed project when we have received what was requested and our queue of work allows us to focus on your project again.
A project is considered suspended if your response to our request for assets, information, feedback, approvals, etc. is delayed for more than 45 days without a reasonable cause as determined by us. When a project is suspended, an invoice for the remaining balance of the project shall be sent and considered due upon receipt.
Once a project is considered suspended, it is the sole responsibility of the client to reactivate the project by:
1. Supplying all items necessary to complete the project
2. Paying the balance of the project in full
After a project is considered suspended, we will not perform any additional work on the project until the project has been reactivated as explained above.
A project is considered abandoned if your response to our request for assets, information, feedback, approvals, etc. is delayed for more than 90 days without a reasonable cause as determined by us. When a project is abandoned, any monies paid to us for the project in question shall be forfeited.
Projects requiring a "Rush" will typically incur at least a 50% markup of the total project cost. This increase is necessary to cover the overtime and additional costs incurred to complete your project in the time frame you require.
Changes to the scope of work detailed in the Proposal of Services typically incur additional costs and time. At our discretion, we may include a Change Budget in the Proposal of Services to accommodate such requests. The Change Budget shall apply only when changes to the original scope of work or previously approved items are requested. We will create a supplementary scope of work and cost estimate for the requested changes. Upon your approval, the cost for these changes will be payable either immediately or included in the final project invoice at our discretion.
In consideration of the services to be provided hereunder the parties agree that the Company shall be paid in accordance with any Proposals of Service executed by the parties pursuant to this Agreement.
If you are on a payment plan, which is how we expect almost everybody to pay, the schedule is the one set out in the plan we send you. It states every instalment and its date before you commit to anything, and you choose from the options we make available.
If you are not on a payment plan, the standard terms for your kind of work are set out in the relevant appendix. Any amount of the Change Budget used is added to the final invoice.
Where your Proposal of Services sets out a schedule of its own, that is the one that applies, whichever route you are on. At our discretion in certain cases, primarily for large scale projects, we may request that payments be made at certain additional milestones. If milestone payments are necessary, they will be specifically detailed in the Proposal of Services.
By card, through the payment link we send you. This is the normal route. Payments are taken automatically on the dates set out in your plan, starting when you set it up. Card payments are not invoiced; you receive a receipt for each one.
By bank transfer. Where we have agreed you will pay by transfer instead, we invoice you and payment is due within fourteen (14) days of the invoice date. We send a payment link unless we have agreed otherwise with you, so please tell us early if a transfer suits you better.
All figures exclude VAT, which is added at the prevailing rate. We start work once your first payment has cleared.
If a card payment fails we will let you know and try again. If it fails a second time we will invoice you for the amount outstanding, on the fourteen (14) day terms above.
Invoices for web hosting, security, maintenance, or any other website-related work are payable upon receipt. If an invoice remains unpaid for more than fourteen (14) days, we reserve the right to suspend your website from public view until the account is settled.
This Agreement may be terminated immediately by either party upon written notice for any of the following:
If you wish to terminate the project after this agreement has been executed, your initial deposit or first payment is non-refundable for any reason. What you owe beyond that depends on how far the work has progressed, and is set out in the relevant appendix.
If we elect to terminate a project, we will create an estimate of the percentage of the scope of work that has been completed. If the percentage of work completed is less than the percentage of the project that has been paid, we will issue a refund for the difference, within fourteen (14) days of termination. If the percentage completed is more than the percentage paid, an invoice will be issued for the difference.
Assets for a terminated project will be delivered to the client when the client's account reaches a zero balance.
"Intellectual property rights" means all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world.
When we utilise images or other content that are licensed for use by a third party, that party retains ownership of the content in question according to the terms of their own licence agreements. For example, if we use a stock photo in your project, you typically pay for the licence to use the photo but you do not own that photo. If you have questions about licensing issues like this, just ask.
You guarantee that the written content you provide is original, or that you have the rights to use it. You also guarantee that you have licences to use images which are owned by photographers or have been purchased from stock libraries. You agree to protect us from any claim by owners of copyrighted material. Where our work requires licensed fonts or images from stock libraries, we will ensure you are licensed to use them.
Depending on the scope of work for your project, we may utilise text, images, or other content generated by Artificial Intelligence (AI) systems. The intellectual property rights, including copyright and ownership of such AI-generated content, may involve unique considerations and could be subject to claims by third parties. Other details pertaining to AI-generated content are addressed below.
We own any intellectual property rights to anything we have developed prior to, or separately from, this project.
When your project is completed, or payment in full for your project has been received, and provided that this contract hasn't been terminated, we will assign intellectual property rights to you. What you own differs depending on the kind of work, and is set out in the relevant appendix. You own all intellectual property rights of text, images, specifications and data you provided, unless someone else owns them.
By providing any assets such as text, images, artwork or any other elements to us, you guarantee that they are either owned by you or that you have secured permission from the owner to use them. You agree to protect us from any claim by a third party that the assets you supplied to us are their intellectual property.
We guarantee that all elements of the work we deliver to you are either owned by us or that we have obtained appropriate permission from the owner to provide them to you.
Securing the appropriate licences for photography that you provide to us to use on your website is your responsibility. You assume the full risk of liability for the use of all images. If you are in doubt of the licensing status of an image, contact the original artist before providing it for us to use in your design project.
We often utilise royalty-free images obtained from stock photo websites. The cost for licensing this stock photography is not included in the proposal unless specifically itemised. We will secure your approval before purchasing any stock photography. Stock photo charges are typically billed on the final project invoice.
Depending on the scope of work for your project, we may utilise text, images, code, or other information generated by Artificial Intelligence systems, collectively referred to as "AI-generated content." If we elect to use AI-generated content, we will do so in compliance with applicable laws, regulations, and ethical guidelines, and will obtain any necessary permissions or licences for the use of such content on the website.
Should the Client supply any AI-generated content for inclusion on the website, the Client shall ensure that such content complies with all applicable laws, regulations, and ethical guidelines. The Client shall obtain and provide evidence of all necessary permissions, licences, and consents required for the use of the AI-generated content.
We reserve the right to use your project as an example in our promotional materials including but not limited to case studies, web pages, blog posts, social media posts, magazine articles, and videos. At the end of your project, we may also ask you for a quote describing your experience working with us. We may also ask you to be a reference should any future clients desire to speak with people we've worked with in the past.
Any use of the completed project in promotional materials, including case studies, web pages, blog posts, social media posts, magazine articles, or videos, is subject to the Client's prior written consent, which the Client will not unreasonably withhold or delay.
We will disclose information about our clients to law enforcement agencies without further consent or notification to the client upon lawful request from such agencies. We will cooperate fully with the legal requests of law enforcement agencies.
The Client agrees to indemnify and hold harmless the Company, its subsidiaries, contractors, employees and affiliates and each of their respective directors, officers, employees, shareholders and agents (each an "Indemnified Party") against any losses, claims, damages, liabilities, penalties, actions, proceedings, judgments, or any and all costs thereof (collectively, "Losses") to which an Indemnified Party may become subject and which Losses arise out of, or related to the Agreement, Client's use of the Services, breach of any confidentiality obligation or any alleged infringement of any trademark, copyright, patent or other intellectual property right and will reimburse an Indemnified Party for all legal and other expenses, including reasonable lawyer's fees incurred by such Indemnified Party, in connection with investigating, defending, or settling any loss, whether or not in connection with pending or threatened litigation in which such Indemnified Party is a party.
The Company agrees to indemnify and hold harmless the Client, its subsidiaries, contractors, employees and affiliates and each of their respective directors, officers, employees, shareholders and agents (each an "Indemnified Party") against any losses, claims, damages, liabilities, penalties, actions, proceedings, judgments, or any and all costs thereof (collectively, "Losses") to which an Indemnified Party may become subject and which Losses arise out of, or relate to, the Company's performance of the Agreement, the Company's use of any third-party materials, or any alleged infringement of any trademark, copyright, patent or other intellectual property right arising from the Company's own work, and will reimburse an Indemnified Party for all legal and other expenses, including reasonable lawyer's fees incurred by such Indemnified Party, in connection with investigating, defending, or settling any such loss.
We will perform our work in accordance with good industry practices and at the standard expected from a suitably qualified person with relevant experience. We cannot guarantee that our work will be error-free and so we cannot be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you've advised us of them.
The company hereby disclaims all warranties of any kind, either express or implied, statutory or otherwise, including but not limited to any warranties of merchantability, non-infringement and fitness for a particular purpose. The foregoing does not affect any warranties which cannot be excluded or limited under applicable law.
We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect server equipment, computer programs, data or other proprietary material.
In no event will the collective liability of the company, its affiliates and its licensors, service providers, employees, agents, officers and directors be liable for damages of any kind, under any legal theory, for harm caused by or related to the customer's services or inability to utilise the services, including any direct, indirect, special, incidental, consequential or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by TORT (including negligence), breach of contract or otherwise, even if foreseeable. The foregoing does not affect any liability which cannot be excluded or limited under applicable law.
Notwithstanding anything else in this Agreement, the maximum aggregate liability of either party, and their respective employees, agents, contractors or affiliates, under any theory of law, arising out of or related to this Agreement shall not exceed the amount of fees paid or payable by the Client to the Company in the six months preceding the event giving rise to the claim.
We reserve the right to refuse, restrict or terminate service to any client for any reason.
If a dispute is not resolved through mediation within 30 days of the appointment of the mediator, either party may pursue any remedies available at law.
This Agreement, and any related Statements of Work, shall be construed in accordance with, and governed by, the laws of the United Kingdom without regards to Conflict of Law principles.
In the event of any dispute or disagreement with respect to the meaning, effect or interpretation of this Agreement or in the event of a claimed breach of this Agreement, the parties hereto agree that such dispute shall be determined through mediation. The parties will mutually select a mediator and share the cost of mediation equally. If the parties cannot agree upon a mediator then each party shall select a mediator and those mediators shall, independent of party input or control, select a mediator to mediate the dispute. The parties agree to cooperate fully with the mediator in good faith in order to reach a mutually satisfactory resolution of the dispute.
We shall not be considered in breach of this Agreement if we are unable to complete the Services or any portion thereof due to events beyond our control, including but not limited to fire, earthquake, labour disputes, acts of God or public enemy, pandemics, death, illness, incapacity, or compliance with any local, national, or international law, governmental order, or regulation (collectively, "Force Majeure Events"). In the event of a Force Majeure Event, we will endeavour to notify you of our inability to perform or any delays in providing our services.
No part of this Agreement will be affected if any other part of it is held unenforceable or invalid.
The headings in this Agreement are inserted for convenience only and are not a part of this Agreement.
This Agreement may not be changed or modified except in writing signed by the parties.
The parties acknowledge and agree that they have read, understood and have actively negotiated the terms of this Agreement, participated in its drafting and have been represented by legal counsel. Therefore, this Agreement shall not be deemed to be the product of either party and shall not be enforced or interpreted any more stringently or strictly against either party.
Neither the Company nor the Client may assign this Agreement without the prior consent of the other.
This Agreement, and any Proposals, constitute the entire agreement and understanding of the parties with respect to the transactions contemplated hereby and supersedes any and all prior agreements and understandings relating to the subject matter hereof. This Agreement may not be waived, assigned, extended, amended, supplemented or modified orally, but only by a written instrument signed by the party against whom enforcement of any such waiver, assignment, extension, amendment, supplement or modification is sought.
This Agreement, together with the appendices that apply to your work and any Proposal of Services executed by the parties, constitutes the entire agreement between us. By accepting a proposal that references this Agreement, you confirm that you have read it and agree to it.
The agreement above applies to every project we do together. Below are the appendices, covering specific kinds of work and our ongoing care plans. Read whichever is relevant to you; you do not need to read them all.
Open this appendix on its own page
A typical website design project takes about 12 to 16 weeks, not including holidays. This is a rough estimate, on the terms set out under Time frames in the general agreement.
If you are not on a payment plan, we invoice a website project against these milestones:
If an invoice goes unpaid for more than fourteen (14) days after it was sent, we reserve the right to suspend your website from public view until all outstanding bills are current.
If you elect to terminate the project at any point after the build phase has begun, we will create an estimate of the percentage of the scope of work that has been completed. You will be liable for payment of that percentage of the total project cost, less any amounts already paid. Any amounts paid in excess of the percentage completed will be refunded to you within fourteen (14) days of termination.
Assets for a terminated project, such as the website design and any custom graphics, will be delivered to you when your account reaches a zero balance.
Your new website will be built using the WordPress content management system. WordPress and its associated software are "open source," distributed under the GNU General Public License. We use WordPress to power your website, but neither of us "own" WordPress or the third-party plugins used to add features to your website. When you hire us to build your website, you are not purchasing WordPress, you are retaining our services to create a customised website using the WordPress system.
You own the website and visual elements we create for you and you may do whatever you want with them. Upon request, we will provide the source files for any custom artwork that was created for your project.
During the process of creating your website, we may create design, code, functionality, and processes. While this work is used on your website, we retain ownership of these as our intellectual property and reserve the right to use them in future projects. This re-use helps us serve our future clients better, just as your website will benefit from what we have learned and developed in previous projects.
We will place an attribution link in the footer of your website that links back to our home page, subject to the consent described under Testimonials, marketing and attribution links in the general agreement.
Our typical website creation process is as described below. This process may change based on the requirements of your project. If changes to this process are required, they will be outlined in the Proposal of Services.
At the beginning of your project, we will provide a client portal to assist you in the process of onboarding and for sharing the content we will need to create your new website.
Within the onboarding phase you will have the opportunity to provide us with design examples and requests for your new website which will be used in the Design phase.
Onboarding is complete once the onboarding form is complete and we have received in full the assembled content for the website such as logos, photos, videos, etc.
Based on the information you provide in the discovery session, onboarding process and any assets you supply, we will produce a design concept.
We will work with you to adjust the design concept until you are satisfied.
The Design phase concludes when you approve the design concepts provided.
The design concept layout approved in the design phase is converted into a customised WordPress website. Pages are built and functionality is added.
Development concludes when we complete the website and submit it to you for revisions.
Revisions are minor updates (as determined at our discretion) and changes to existing content.
The Change Budget is used for change requests such as but not limited to:
The revision phase concludes when you provide approval in writing and the final payment is received.
When a website project is complete, you have 3 options:
1. Instruct us where to deploy the website. You must prepare the server appropriately
2. Host with us. This includes hosting for your website but not ongoing maintenance or support
3. Choose a care plan with us. This is subject to our Care Plan Agreement
Training will be provided for handover and management of your website if needed.
Your new website will be designed for viewing on modern screens for desktops, laptops and mobile devices. We test for compatibility in the following desktop web browsers: Microsoft Edge, Mozilla Firefox, Apple Safari and Google Chrome. We test for compatibility on the following mobile web browsers: Apple Safari (iOS) and Google Chrome (iOS and Android).
Unless specifically included in the scope of work, we do not code for web browsers or operating systems older than the current release or for those in pre-release or beta at the time the project is begun. There will normally be additional charges for this work.
As we determine the architecture of your website, we may choose to utilise premium WordPress themes and plugins that require an annual licensing fee for ongoing updates and support.
Premium themes and plugins used on your website are provided at their current software version. Payment for and implementation of any future updates are your responsibility alone if you do not participate in our Care Plan Services as outlined below.
Future updates and security patches for premium themes and plugins are covered as part of our Care Plan service.
We cannot guarantee updates or security patches for any premium themes and plugins used on your site if you opt not to participate in our Care Plan Services.
Premium themes and plugins require a recurring licence fee to access ongoing software updates.
If we hold the appropriate licences for the themes or plugins used on your website, the costs for these licences are included in your Website Management Services. We will maintain these licences for as long as you remain an active subscriber to our services. Plugins will be regularly reviewed for price changes and may be discontinued, in consultation with you, if their cost becomes unreasonably high.
If your website uses premium themes or plugins for which we do not hold the necessary licences, it is your responsibility to maintain the appropriate licensing to ensure updates are available.
We will inform you about any themes or plugins requiring licensing that you must secure, and assist you in obtaining them if needed.
You are responsible for maintaining current licences for these themes and plugins. Failure to do so may result in compatibility and security problems, for which we cannot be held liable.
The project described by the Scope of Work in the Proposal of Services concludes when your website is launched. Though we are happy to help you with changes to your website after launch, any changes or modifications that were not included in the original scope of work, other than fixing existing bugs (see below), are billable at our current hourly rate at the time of the request.
An "existing bug" is an error in the programming we provided that existed prior to launch and affects the operation or appearance of your website.
Additional costs at our current hourly rate will be incurred for future support requests such as but not limited to:
At your request, and at our sole discretion, we may agree to deploy and/or manage websites hosted on other services.
If you choose not to use our hosting services, we make no guarantees or representations regarding any third-party hosting services, including their performance, support, reliability, or security.
We are not liable for any issues, damages, or losses arising from third-party hosting providers, including server downtime, data loss, or security breaches. The chosen hosting provider is solely responsible for resolving any hosting-related issues, and all claims or disputes must be directed to them.
Any work required to address problems that we deem to be related to third-party web hosting will be billed at our current hourly rate.
We implement advanced security measures to enhance your website's resilience against unauthorised access and hacking attempts. Our security protocols include the use of leading security software.
While we strive to provide reliable website security, we cannot guarantee that your site will be immune to hacking. Our practices aim to reduce risks and mitigate the impact of security incidents. Should a breach occur, we will endeavour to restore your site to its pre-breach state as part of our service commitment, at no additional recovery cost. Beyond restoration, we do not assume further liability.
We incorporate industry standard WordPress security techniques when building your website. Since one prevalent method hackers use to breach a website is through compromised user devices, you agree to uphold robust security measures when accessing your website, and this includes:
Protect any computer or device you control that has access to the website by:
You further commit that any employees, contractors, or other parties you grant (or ask us to provide) website access to will adhere to the above security measures.
We cannot be responsible for changes made to the website by third-party providers that you have authorised to access the website. These providers include but are not limited to those doing work related to website development, search engine optimization, social media, or content creation.
If we build your website, we guarantee that your site will be able to be indexed by search engines like Google and others at the time of launch. Additional SEO services are not included in your project unless specifically itemised in the proposal of services. Your website's ranking and placement on search engines depend on a myriad of factors and we cannot guarantee ranking or placement on any search engine.
We strive to employ best practices for website accessibility in our designs, including considerate colour choices and the selection of accessible interactive elements. However, full compliance with all accessibility standards may vary depending on the specific project and client requirements. If the Client has any specific legal, regulatory, or accessibility requirements that apply to the website, including but not limited to compliance with disability accessibility standards or other regulations related to HIPAA, FERPA, etc., it is the Client's responsibility to inform us of these requirements.
Unless expressly stipulated in the Scope of Work, we make no representations or warranties regarding the website's compliance with any such specific requirements. Any guarantees to meet compliance for accessibility or other regulations must be explicitly detailed and agreed upon as part of the Scope of Work and accepted by you to be a part of the contract between the parties.
Depending on the nature of your site and your location, legal pages such as Terms of Use, Privacy Policy, Return Policy, etc., may be mandated by government entities, vendors, or licensing agencies.
The client acknowledges and agrees that it is the client's sole responsibility to determine whether such pages are required.
We have informed you that applicable (local, national, or international) law may require your website to have a Privacy Policy with specific disclosures. We are not lawyers, we do not provide Privacy Policies as a service, and we are not responsible for your business complying with any applicable privacy laws.
It is strongly advised that you consult an attorney to determine your responsibilities in this matter. If you need assistance in linking legal pages, we have a relationship with a third-party Privacy Policy and Terms and Conditions generator service called Termageddon, and we can assist you with linking those policies to your website. You are under no obligation to utilise Termageddon, but it is the service that we use on our own website, have a relationship with (we receive a commission fee or can resell their licence to you if you decide to purchase), and recommend. Please note, should you choose to use Termageddon's services, your relationship will be directly with them, governed solely by their Privacy Policy and Terms of Service.
If we provide any standardised privacy policies and terms of use, we expressly do not guarantee that this language complies with any governing body's requirements.
You acknowledge and agree that any standardised language provided by us should be reviewed by a qualified lawyer. The client further acknowledges and agrees that it is the client's sole responsibility to inform us if your website must be compliant with any regulatory body, such as but not limited to the EU's General Data Protection Regulation (GDPR). Compliance with these, or any other regulations or laws, must be explicitly detailed and agreed upon as part of the Scope of Work and accepted by you to be part of the contract between the parties.
Your website will automatically send emails in response to specific events, such as the completion of a contact form, product sales, or user password updates/resets. These emails could be flagged as spam or not delivered by email providers.
As part of our website management service, we can include use of an SMTP server to more reliably send emails from your website. However, this does not guarantee the receipt of emails landing in inboxes outside of our control.
Since we cannot control the delivery of these emails, we are not responsible for any emails that are not delivered to the client for any reason.
You are responsible for regularly checking spam folders, and website form and order interfaces for any notifications that were not delivered to your inbox.
We do not provide or support email service to clients. We recommend email services to clients through Office 365 or Google Workspace. If you want to use another provider we recommend consulting with an IT professional about implementing professional email service from a reliable vendor.
Registering a domain name for your website and paying the accompanying annual registration fee is your responsibility. We can assist in the process of registration and connecting your domain name to the website if you desire. You can purchase your domain name for multiple years, or renew it annually at your discretion.
It is your responsibility to ensure that the credit card the domain registrar has on file for your domain registration is current for rebilling.
We are not responsible for suspension or loss of domain names because your card could not be billed or for any other reason. If you lose access to your domain name through non-payment, suspension or any other reason, your website will no longer be accessible or viewable by the public. Work needed as a result of domain expiration is billable at our current hourly rate.
Open this appendix on its own page
A typical video or photography project can take up to 6 weeks, not including holidays. This is a rough estimate, on the terms set out under Time frames in the general agreement.
Unless specifically provided otherwise in the Proposal of Services, if a video project is not completed within ninety (90) days from the completion of onboarding due to delays caused by the client in providing necessary assets, information, feedback or approvals, we reserve the right to cancel the project.
If you are not on a payment plan, we invoice video, photography, branding and graphic design against these milestones:
Strategy and discovery work is invoiced in full before we start.
If you elect to terminate the project at any point after the production phase has begun, as defined under Our content creation process below, you will be liable for the entire cost of the project. Production commits shoot dates, crew and equipment that cannot be recovered once booked, which is why this differs from a website project.
Assets for a terminated project, such as RAW footage, photographs and any custom graphics, will be delivered to you when your account reaches a zero balance.
You will own the graphic files and finished deliverables we produce during your project, and we give you permission to use these files for any purpose.
We own the unique combination of elements which constitutes the complete design. We licence it to you, exclusively and in perpetuity, for this project only.
Our typical content creation process is described below. This process may change based on the requirements of your project. If changes to this process are required, they will be outlined in the Proposal of Services.
At the beginning of your project, we will provide a client portal to assist you in the process of onboarding and providing the content we will need to complete the project.
Within the onboarding phase you will have the opportunity to provide us with a brand pack and any existing assets to be used in the Production phase.
Onboarding is complete once the onboarding form provided has been completed and we receive the assets we need such as logos, photos and videos to be used in the project.
You will be provided with a pre-production document that will contain some or all of the following: deliverables and objectives, mood board, set plans, interview questions, storyboard, shot list, risk assessment and deliverable formats.
Pre-production is complete once the document is signed off and production dates have been scheduled.
The production stage is reserved for the shoot days needed to capture all of the content needed for the project such as video, photo or audio content.
Production is complete once every shoot day is complete.
The concept depicted in the pre-production phase is converted into deliverables. The file type and formats of the deliverables will be determined in the Pre-production phase.
Post-production is complete once each of the deliverables have been produced as outlined in both the proposal and pre-production document.
You review the deliverables and create a list of revisions that need to be made.
Revisions are minor updates (as determined at our discretion) and changes to existing content.
The Change Budget is used for change requests such as but not limited to:
The revision phase concludes when you provide approval in writing and the final payment is received.
Video and photo products will be delivered in the resolution and format stated in your pre-production document and will be uploaded to your Google Drive folder, accessible through your client portal.
We will keep a copy of your deliverables as outlined in your Proposal of Services for 6 months after the project has been completed and are happy to re-deliver at your request. After 6 months your files may be deleted and will no longer be our responsibility.
For an additional fee, you have the option to purchase the RAW footage and/or images from your project. Pricing is determined on a project-by-project basis.
Shoot days may be rescheduled up to two times after the deposit has been paid, provided we are notified at least 48 hours in advance via email. Any rescheduling requests made within 48 hours of the scheduled shoot day will result in the forfeiture of the deposit, and a new proposal of services will need to be created for the rescheduled shoot day. Please note that this policy ensures proper planning and allocation of resources to deliver the highest quality service for your project.
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The document uses plain English with "we," "us," "our," and "the Company" referring to Rubber Duckers, a UK-registered corporation. "You," "your," "Customer," or "Client" refers to the client.
The current hourly rate is defined as the rate in place at the time a service is requested, not at the time this agreement is executed. Clients can request the current rate upon inquiry.
Rubber Duckers operates Monday through Friday, 9:00 am to 5:00 pm, with typical one business day response times. Clients with active website management receive priority. Office phone and email are the primary means of communication accepted for our work together. Other channels like text, social media, or messaging apps aren't guaranteed to be logged or acted upon.
Two post-launch options exist. Hosting: website hosting only, with no ongoing support, backups, updates, or maintenance, additional work is billable at the current hourly rate. Care Plans: includes hosting plus backups, updates, security scans, and discounted hourly support rates.
The company aims for 99.9% of the time availability during monthly billing cycles. Service credits are calculated by dividing unavailability minutes by total cycle minutes. Customers must request credits within seven days. Unavailability means unresponsiveness lasting over 60 consecutive seconds, excluding regional or national outages.
Regular backups maintain data integrity. For security compromises or operational failures, unlimited restorations occur at no charge. User error restorations are limited to two per 28-day period, additional ones are billable. Restorations reflect the backup's state only, subsequent changes aren't included.
The company maintains security and functionality by updating WordPress core, themes, and plugins as needed. Updates are applied based on security practices and operational requirements.
Premium themes and plugins require recurring licence fees. If Rubber Duckers holds appropriate licences, costs are included in management services and maintained during active subscriptions. Plugins are reviewed for price changes and may be discontinued if costs become excessive.
If clients use unlicensed premium themes or plugins, they bear maintenance responsibility. The company will inform clients of licensing needs and assist in obtaining them. Services don't cover issues from unlicensed premium themes or plugins. Failure to do so may result in compatibility and security problems, for which we cannot be held liable.
When updates cause conflicts, the company consults with clients for solutions, typically removing the problematic plugin or creating alternatives. Work exceeding three hours is billable. Clients must notify the company of problems requiring attention.
Cancelling care plan services transfers all management responsibilities to the client, including backups, security, and updates.
Payment is due on the first day of the service period (monthly, quarterly, or annually). Card payment via Stripe is preferred, BACS transfers require special request. The company reserves the right to adjust pricing for our Care Plan Services as necessary. Price changes require 30 days written notice. Clients may cancel if they disagree with new pricing.
Clients may cancel with 30-day written notice to quack@rubberduckers.co.uk. The company does not offer refunds on website management services. Upon cancellation, full responsibility transfers to the client for backups, security, and updates.
Migration options include: providing administrator login for client backups, creating backups using industry-standard tools, or performing migration at the current hourly rate.
Invoices are payable upon receipt. Unpaid invoices after 14 days may result in website suspension from public view until payment is received.
Clients agree to maintain robust security measures when accessing the website.
Device Security: clients must protect devices with website access by maintaining updated security software, using current web browsers, keeping operating systems patched, updating installed software, and avoiding public WiFi network logins.
Password Protocol: clients must use strong, unique passwords exclusive to the website. Credentials shouldn't be sent via unencrypted methods like SMS, email, or chat. Password managers are strongly recommended.
Clients ensure that employees, contractors, or other parties granted access follow these security measures.
The company cannot be responsible for changes made to the website by third-party providers that you have authorised to access the website. These include developers, SEO specialists, social media managers, and content creators.
SEO services aren't included in website management. Ranking depends on numerous factors, and the company cannot guarantee placement on any search engine.
Websites automatically send emails for events like contact form submissions, sales, or password resets. Email providers may flag these as spam or fail to deliver them.
The company can include SMTP server use for more reliable sending, though delivery isn't guaranteed. Since we cannot control the delivery of these emails, we are not responsible for any emails that are not delivered to the client for any reason. Clients are responsible for checking spam folders and website forms for undelivered notifications.
Rubber Duckers doesn't provide or support email services. Office 365 and Google Workspace are recommended. Clients using other providers should consult IT professionals.
Clients are responsible for registering domain names and paying annual fees. The company can assist with registration and connection. Clients may purchase multi-year registrations or renew annually.
Clients must maintain current credit card information with the registrar for automatic renewal. The company isn't responsible for domain suspension or loss due to billing failures. If you lose access to your domain name through non-payment, suspension or any other reason, your website will no longer be accessible or viewable by the public. Work resulting from domain expiration is billable.
The company employs best practices for accessibility in designs, though full compliance may vary by project. Clients with specific legal, regulatory, or accessibility requirements must inform the company. Unless expressly stipulated in the Scope of Work, we make no representations or warranties regarding the website's compliance with any such specific requirements.
Compliance guarantees must be explicitly detailed and agreed upon in the Scope of Work.
The company may use AI-generated text, images, code, or other content in compliance with applicable laws and ethical guidelines. Necessary permissions and licences are obtained.
If clients supply AI-generated content, they must ensure compliance with laws, regulations, and ethical guidelines, providing evidence of necessary permissions and licences.
Clients are solely responsible for determining whether legal pages like Terms of Use, Privacy Policy, or Return Policy are required. The company has informed clients that privacy laws may mandate a Privacy Policy with specific disclosures.
The company is not a lawyer, does not provide Privacy Policies as a service, and is not responsible for your business complying with any applicable privacy laws. Consulting an attorney is strongly advised.
Rubber Duckers recommends Termageddon for policy generation and can assist with linking. Clients aren't obligated to use it. Relationships with Termageddon are governed by their Privacy Policy and Terms of Service.
If we provide any standardised privacy policies and terms of use, we expressly do not guarantee that this language complies with any governing body's requirements. Clients should have standardised language reviewed by lawyers and inform the company of regulatory compliance needs.
The company will disclose information about its clients to law enforcement agencies without further consent or notification to the client upon lawful request from such agencies.
Clients agree to indemnify and hold harmless the company, subsidiaries, contractors, employees, affiliates, and their respective officers, directors, shareholders, and agents against losses, claims, damages, liabilities, penalties, actions, proceedings, and judgments arising from the agreement, service use, confidentiality breaches, or alleged intellectual property infringement. Clients reimburse for legal expenses and lawyer fees.
The agreement is construed in accordance with, and governed by, the laws of the United Kingdom without regards to Conflict of Law principles.
For disputes regarding meaning, effect, interpretation, or claimed breaches, parties agree to mediation. Parties mutually select a mediator and share costs equally. If agreement isn't reached, each party selects a mediator, who independently select a third mediator. Parties cooperate in good faith to reach resolution.
The company reserves the right to refuse, restrict or terminate service to any client for any reason.
The company performs work in accordance with good industry practices and at the standard expected from a suitably qualified person with relevant experience. However, error-free work isn't guaranteed, and the company isn't liable for damages including lost profits, savings, or incidental, consequential, or special damages.
The company hereby disclaims all warranties of any kind, either express or implied, statutory or otherwise, including but not limited to any warranties of merchantability, non-infringement and fitness for a particular purpose.
The company isn't liable for losses from distributed denial-of-service attacks, viruses, or harmful material infecting servers or data.
In no event will the collective liability of the company, its affiliates and its licensors, service providers, employees, agents, officers and directors be liable for damages of any kind, under any legal theory, for harm caused by or related to the customer's services or inability to utilise the services.
This includes direct, indirect, special, incidental, consequential, or punitive damages, personal injury, pain and suffering, emotional distress, lost revenue, lost profits, lost business, anticipated savings, lost use, lost goodwill, and lost data, whether from negligence, breach of contract, or otherwise.
Maximum aggregate liability doesn't exceed fees collected in the last six months, subject to applicable law exceptions.
The company isn't considered in breach if unable to complete services due to events beyond control, including fire, earthquake, labour disputes, acts of God or public enemy, pandemics, death, illness, incapacity, or compliance with any local, national, or international law, governmental order, or regulation. The company endeavours to notify clients of inability to perform or delays.
Invalid or unenforceable agreement parts don't affect other parts.
Headings are for convenience only and aren't part of the agreement.
The agreement and attached service proposals constitute the entire understanding and supersede prior agreements. Changes require written instruments signed by the party against whom enforcement is sought.
The agreement may only be changed or modified in writing signed by both parties.
Parties acknowledge reading, understanding, and actively negotiating terms while participating in drafting and potentially having legal counsel. The agreement isn't deemed the product of either party and won't be enforced more stringently against either party.
Neither the company nor the client may assign the agreement without prior written consent from the other.
Purchasing maintenance packages via Stripe signifies that clients have read, understood, and agreed to the Care Plan Agreement and that it comprises the entire agreement.
