DigiScan Terms & Conditions

Last Updated: 5th June 2025

These Terms and Conditions ("Terms") govern the provision of digital services by DigiScan a sole trader based in Flintshire, N. Wales, United Kingdom ("we", "us", or "our"), to you, the client ("you" or "your"). By engaging our services, you agree to be bound by these Terms.

1. Definitions

"Services": The digital services provided by us, as detailed in the agreed-upon proposal, statement of work, or order form. This may include, but is not limited to, web design, SEO, content creation, social media management, graphic design, and related consulting.
"Proposal": The document outlining the scope of work, deliverables, timeline, and pricing for the Services.
"Order Form": The digital form completed by you, confirming your request for Services and providing necessary project details.
"Deliverables": The specific outputs or results of the Services provided to you (e.g., website, content, designs).
"Intellectual Property Rights" (IPR): All patents, rights to inventions, copyright 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.

2. Acceptance of Terms

2.1 By submitting an Order Form or otherwise engaging our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.

2.2 These Terms, together with the Proposal and any agreed-upon Order Form, constitute the entire agreement between you and us regarding the Services.

3. Scope of Services

3.1 We will provide the Services as described in the Proposal and confirmed in your Order Form. Any changes or additions to the scope of Services must be agreed upon in writing by both parties and may incur additional charges.

3.2 We will use reasonable skill and care in providing the Services.

4. Client Responsibilities

4.1 You agree to provide all necessary information, content, feedback, and approvals in a timely manner to enable us to perform the Services. Delays caused by your failure to do so may result in project delays and additional charges.

4.2 You are responsible for the accuracy and legality of all information and content you provide to us.

4.3 You warrant that you have all necessary rights, permissions, and licenses for any content, images, or materials you provide to us for use in the Services.

4.4 You agree to promptly review all Deliverables and provide feedback or approval within the agreed-upon timeframe.

7. Revisions and Acceptance

7.1 Additional revisions requested by the customer may be subject to extra charges.

7.2 Upon delivery of a Deliverable, you will have [e.g., 5 business days] to review and provide feedback. If no feedback is received within this period, the Deliverable will be deemed accepted.

7.3 Once a Deliverable is accepted (either explicitly or by deemed acceptance), any further changes will be considered a new scope of work and will be quoted separately.

5. Fees and Payment

5.1 The fees for the Services will be as set out in the Proposal.

5.2 Unless otherwise agreed, payment will be due upon submitting an order in any form.

5.3 Payment will be returned in full should DigiScan feel the content of any image received infringes their code of ethics.

5.4 We reserve the right to charge interest on overdue payments at a rate of [e.g., 8% above the Bank of England base rate] in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

5.5 We reserve the right to suspend or withhold Services or Deliverables until all outstanding payments are received.

6. Project Timelines and Deliverables

6.1 We will endeavour to complete the Services within the agreed-upon timelines. However, all timelines are estimates and are dependent on your timely provision of information, feedback, and approvals.

6.2 We are not liable for delays caused by circumstances beyond our reasonable control, including but not limited to unforeseen technical issues, force majeure events, or your delays in providing necessary materials.

6.3 Deliverables will be provided in the formats specified in the Proposal.

8. Intellectual Property Rights

8.1 Unless otherwise agreed in writing, upon full payment of all fees due for the Services, we will assign to you all IPR in the final Deliverables created specifically for your project (e.g., custom website code, unique graphic designs, original written content).

8.2 We accept your deliverables in good faith that you as the sender either hold the full IPR, or have permissions from the IPR holder to duplicate the goods in question. We will not be held responsible for IPR breaches made by you.

8.3 You grant us a non-exclusive, royalty-free licence to use your company name, logo, and a description of the Services provided for our marketing and promotional purposes (e.g., on our website portfolio), unless you explicitly request otherwise in writing.

9. Confidentiality

9.1 Both parties agree to keep confidential any proprietary or sensitive information disclosed by the other party during the course of the Services, including but not limited to business plans, client lists, technical data, and project details.

9.2 This obligation of confidentiality shall not apply to information that: * Is or becomes publicly available through no fault of the receiving party. * Is already known to the receiving party at the time of disclosure. * Is independently developed by the receiving party without reference to the confidential information. * Is required to be disclosed by law or by a court of competent jurisdiction.

10. Warranties and Disclaimers

10.1 We warrant that the Services will be performed with reasonable skill and care and in accordance with generally accepted industry standards.

10.2 We do not warrant that the Services or Deliverables will be error-free, uninterrupted, or meet your specific business objectives (unless explicitly guaranteed in the Proposal).

10.3 We are not responsible for: * Changes made to the Deliverables by you or third parties after handover. * Any issues arising from third-party services, software, or platforms (e.g., hosting, plugins, social media platforms). * The performance of your website or digital assets in search engine rankings (SEO is an ongoing process with no guaranteed results). * The legality or compliance of your business operations or content with applicable laws and regulations.

10.4 You are solely responsible for Transit of goods to us. Goods are sent to us at your own risk, and we cannot be held responsible for loss or damage of such goods during carriage.

11. Limitation of Liability

11.1 Nothing in these Terms shall limit or exclude our liability for: * Death or personal injury caused by our negligence. * Fraud or fraudulent misrepresentation. * Any other liability that cannot be limited or excluded by law.

11.2 Subject to Clause 11.1, our total aggregate liability to you in respect of all claims arising out of or in connection with these Terms and the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total fees paid by you for the specific Services giving rise to the claim.

11.3 We shall not be liable for any indirect, incidental, special, consequential, or exemplary damages, including but not limited to, loss of profits, loss of business, loss of data, or loss of goodwill, even if advised of the possibility of such damages.

12. Indemnification

You agree to indemnify and hold us harmless from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with: * Your breach of these Terms. * Any content or materials you provide to us that infringe the IPR of any third party or are illegal, defamatory, or obscene. * Your use of the Deliverables or Services in a manner not intended or authorised by these Terms.

13. Term and Termination

13.1 These Terms shall commence upon your acceptance of the Proposal or submission of the Order Form and shall continue until the completion of the Services, unless terminated earlier in accordance with this Clause 13.

13.2 Either party may terminate the agreement with immediate effect by giving written notice to the other party if: * The other party commits a material breach of these Terms and fails to remedy that breach within [e.g., 14 days] of being notified in writing to do so. * The other party becomes insolvent or enters into any form of insolvency proceedings.

13.3 We withhold the right to terminate an agreement if we perceive the submitted material breaches UK law, or our code of ethics, any such material will be returned to the customer and the contract will be immediately terminated. Any woks completed will be charged at the advertised rates and made available to the customer. Any unacceptable images will be deleted immediately from the DigiScan servers. In such event any overpayment will be returned to you in good time.

13.4 In the event of termination by you without cause, or by us due to your breach, you will be liable for payment for all Services performed up to the date of termination, plus any non-cancellable third-party costs incurred by us. We reserve the right to retain any deposits paid.

13.5 Upon termination, you must cease all use of any un-paid for Deliverables or intellectual property not yet assigned to you.

14. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms if such delay or failure is due to an event beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, lockouts, natural disasters, epidemics, pandemics, or governmental restrictions.

15. Data Protection

15.1 Both parties will comply with all applicable data protection laws, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

15.2 Our Privacy Policy explains how we collect, use, and store your personal data.

16. Governing Law and Jurisdiction

16.1 These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

16.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).

17. General Provisions

17.1 Entire Agreement: These Terms, together with the Proposal and Order Form, constitute the entire agreement between the parties and supersede all prior agreements, understandings, or arrangements, whether oral or written.

17.2 Severability: If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be deemed deleted to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

17.3 Waiver: No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy.

17.4 Assignment: You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations without your consent.

17.5 Notices: Any notice given under these Terms must be in writing and sent to the email address or postal address provided by each party.

DigiScan, The Coach House, The Old Hall, Pentre Road, Halkyn, Holywell, Flintshire, CH8 8BS - Email: digiscanuk@hotmail.com Tel: 07359 785028