This document will act as terms and conditions of the agreement for the contract between our company, Primal Space, and you our client. This version is always available on our website at this URL – https://www.primalspace.co.uk/terms-of-business/ will always supersede any previous version of our terms agreed upon. From time to time, we update this document, and this will always be the latest version. By continuing to use our services, you agree to the latest version of these terms. Our full list of policies can be found on this page – https://www.primalspace.co.uk/policies/
At Primal Space, we will use all reasonable endeavours to fulfil your needs and meet your goals, but sometimes it is best to have a few simple things written down so that we both know what is what, who should do what, and what happens if things go wrong. In this contract, you will not find complicated legal terms or large passages of unreadable text.
You, our Client, are hiring Primal Space to perform digital services, paying for these services with a monthly standing order or by ad-hoc invoice in advance where applicable.
“We” or “our” or “us” or the “Company” defined as Primal Space
“You” or “your” or the “Client”
The first payment plus setup charges, if any, shall be due in advance of any service provided. Service shall begin upon Company receipt of payment for such first term of service or upon a mutually agreed upon alternate date in your contract.
Agreements will automatically renew monthly unless cancelled in writing by the client at least 60 days prior to the end of the term renewal date. Renewal prices are subject to change. Renewal of services by the Client indicates agreement to any contract revisions and price changes. Renewal fees for the following term will be automatically invoiced to the client’s account.
We cannot guarantee that the functions contained in any web page templates or in a completed website will always be error-free. Specifically, we do not guarantee that you or your end-users will be able to use the website uninterrupted or error-free. We also do not guarantee that the site will be free of any software vulnerabilities that could be exploited maliciously or otherwise. Website browsers constantly evolve, and updated versions are released. Hence, we will not be liable to you or any third party for damages, including lost profits, savings or other incidental, consequential, or special damages arising out of the operation of or inability to operate the website and any other web pages in the future, even if you have advised us of the possibilities of such damages. We will carry out our work in accordance with industry best practices and at the standard expected from a suitably qualified person with relevant experience. We always ensure our work is completed to the highest possible standard. We always advise that you keep your website software up to date and ensure you have website maintenance services included in any monthly package with us.
These Terms of Engagement constitute the entire agreement between Primal Space and the Client in relation to the services being provided and supersede all earlier communications. Each party acknowledges that it has not relied on any commitment, representation, or warranty in entering the Contract, other than those expressly set out in the Contract. No amendment or other variation to these Terms of Engagement by the Client will be effective unless agreed by both parties in writing. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
Neither you nor we will be liable for delay in performing any of our obligations under this agreement if that delay results from events or circumstances beyond our control. If such circumstances were to occur, the relevant deadlines would be extended accordingly.
Nothing in this agreement will operate to exclude or limit our liability for (a) death or personal injury; (b) any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or (c)fraud; or (d)any other liability which cannot be excluded or limited under applicable law.
Subject to the above paragraph, our total liability to you arising out of or in connection with this agreement or any collateral contract, whether in contract or in delict shall in no circumstances exceed the amount you have actually paid to us under this agreement.
You guarantee that any elements of text, graphics, photos, designs, trademarks, or other artwork that you provide to us for inclusion in the website are either owned by your company or that you have permission to use them. You will indemnify us against any damages, losses and expenses arising out of or incurred by us in connection with any action or claim that these materials infringe the rights of a third party. When we receive your final payment, copyright is automatically assigned as follows:
You own the graphics and other visual elements that we create for you for this project. We will give you a copy of all files used throughout the project, and you should store them safely as we are not required to keep them or provide any native source files that we used in making them. We generally provide such files via DropBox or Google Drive storage areas. You also own all website content including text content, photographs, and other data you provided, unless someone else owns them. We love to show off our work and share what we have learned with other people, so you grant us a non-exclusive perpetual and irrevocable licence to display and link to your completed project as part of our portfolio and to write about the project on websites, including our own Primal Space portfolio, in magazine articles, awards and potentially in books about web design/web development. Accreditation to our company will always be added to your website footer unless otherwise agreed in writing. The removal of such accreditation generally carries a 15% increase in total project costs.
Both you and I will comply with all applicable requirements of the Data Protection Act 1998 or 2018 and the General Data Protection Regulations (GDPR), to the extent that GDPR has legal effect in the UK. For the purposes of GDPR, you are the data controller, and we are the data processor.
You will need to make sure that you have all the necessary consents to allow you to transfer any personal data to us for the duration and purposes of this agreement. You will also need to make sure you have the necessary security measures in place to protect any personal data you collect. We cannot be held liable for any GDPR or data protection breaches of your application, and are not responsible for your organisation to be GDPR compliant within our terms of agreement. Our full data processing policy can be found here – https://www.primalspace.co.uk/data-processing-policy/
Terms of Payment
Terms of payment are monthly in advance unless credit approval has been granted by the Company. A standing order is required to be set up to start for the agreed monthly amount on the agreed support start date. For services on a 12-month contract, these agreements are generally for payment on the 1st of each month. Payments should continue monthly on the agreed date for the duration of the contracted period. Should a payment be missed, and not be received within 7 days of the due date, the Company reserves the right to withdraw any services.
A minimum development time is billed is set at 15 minutes. For example, if work for any 1 task takes 8 minutes, it’s logged and billed as 15 minutes against your account. With billing thereafter in 15 minute increments on your development task log sheets. Any and all use of our time is billable. Including communication on email, phone or video call dialogue as project management or support examples. Any work outside of the scope of work or within the services agreement is billable at our current hourly rate. For ad-hoc development block invoices, a scope of work is generally not created. Your Google Sheet task sheet is used as a list of tasks worked through and where development time is logged in 15 min increments for billing purposes.
We are here to help. We will offer technical support during the project to you as you require. You, as our client, can ask questions along the way. You may already have professional website hosting; you might even manage that hosting in-house; if that is the case, great. If you do not manage your own website, we can offer website hosting solutions for you. We would charge you a one-off fee for installing your site on any 3rd party server, plus any statistics software such as Google Analytics for example. These prices are provided on a quote by quote basis, based on our hourly rate. Thereafter, any updates to, and management of that server, plus any support issues of this 3rd party server will be up to you our client to handle with your selected 3rd party company. If you have chosen to use Primal Space for your website hosting, any technical support for your server is generally included in the price of our website hosting service. Any queries related to your website or the application is not included in our scope of website hosting services, and a separate website support plan is required on a minimum of a 12-month contract tern. Please refer to your specific hosting terms agreed with us for details of your plan and scope of work included. Any phone calls and/or emails with us where we give support to you are logged within the project, and billed at our prevailing hourly rate.
There is no time limit on development block hour usage, they never expire, and you can carry ad-hoc development hours from month to month. Our support channel is email only, no support is offered by any other method unless otherwise agreed in a bespoke arrangement through a customised contract. Any calls with support for any services need to be scheduled, and Microsoft Teams is used for video calls with team members. There is no ad-hoc phone support service. We are open to using other video call platforms if preferred like Zoom or Google Meets. We do not use WhatsApp as a support mechanism or any other similar platform such as Facebook Messenger or Skype. Any online chat feature that may be on our website is not to be used for support purposes. Support queries must always be emailed to us.
Our SLA for website support is 48 hours (2 working days) for a first reply to any email queries. We have a separate section in these terms for SLA further below. You may read our full SLA for website support here – https://www.primalspace.co.uk/sla/ There is no set SLA for the resolution of any support task or bug due to the the differing nature of each individual task. As well as the potential reliance on a 3rd party entity to resolve a bug in their system. For example WordPress or Magento. Where possible, our support team can create a patch or workaround while waiting for these entities to release new software versions. Anything deemed critical will be treated with the highest of priority. Such tasks will be placed at the top of any development/support queues immediately. We will endeavour to respond to, and resolve all website support queries as quickly as we possibly can. Support tasks are worked on a priority basis dependent on the nature of the task. The priority of support tickets is at our discretion. Where the client has no retainer support hours, and hasn’t prepaid a support hour block, we reserve the right not to offer website support services. We do not offer website support or maintenance for websites we do not host.
Our website hosting services are offered on a minimum contract of 12 months. Website hosting invoices will start on the 1st of the month after account signup, including sites on staging or dev servers during website development projects. Where any files or databases are hosted/stored on our servers, the billing commences on the 1st of that month unless agreed otherwise in customised terms. Payment for your first month of website hosting with us must be paid in advance before services commence. Where a dedicated server is ordered, this must be paid for in advance, and be set up before the agreed start hosting date. Separate setup charges may apply for a custom dedicated server on top of any monthly agreed hosting prices in your contract with us.
Websites can be taken offline if payment for website hosting is not made on time (within 7 days of invoice issue date). Where website hosting is part of multiple services, websites can be taken offline at our discretion if payments fall far behind for any invoice (over 30 days) for any service offered, not just hosting. We do not offer website hosting where a website support package is not also in place with us.
At this time, no other tools other than Google Drive, and Google Sheets specifically are used for any projects for support purposes. Google Drive only is used by our agency for project management in Google Sheets, no other tools are used by us with our clients for project management or support purposes. Our team will notify you when updates have been applied to your development site, before we push to the live site. You should test all updates applied by us themselves after notification that these have been applied on the dev and/or live site. We take no liability for tasks applied incorrectly where you have not run their own testing on staging, dev or live site from instructions provided by us from updates/changes we have made. Where additional work is required, additional fees will apply.
A 16-hour development block minimum hours purchase is required for Magento to draw down from. It is your responsibility to monitor the Google Sheet for tasks and billing updates, the URL of this sheet is provided from the outset of project/client setup and is linked in their Project Documents folder in Google Drive. Clients’ Google account users will be tagged in Google Sheets at key points to issue email notifications where their input is required. Google Sheets must be used for adding new development tasks and reporting bugs, or anything related to support. Where further explanation is required on a particular task, our support email mailbox can be used to outline or create separate Google Docs and link to the relevant task row via the Google Comments feature.
We must be able to create a testing website area locally on one of our servers which we can develop on. For this, we will generally need access to your current website server to be able to copy the website area and database across to one of our testing servers. In certain cases, we may only need access to your CMS admin area. When a website is moved away from us, your new agency or website host is responsible for the migration of your website. No time is included for exiting our company. Any input, advice or services from our side for a website migration away from our agency, is billable on top of your existing website hosting agreement. Any costs will be quoted to you in advance for approval before services commence. For website hosting invoices, where migration to us as your new host is included in your website hosting contract price, the 1st month’s hosting invoice must be paid in advance before we can complete the migration of the website to our servers. Thereafter, a standing order must be set for the 1st of the month as the payment date for your monthly website hosting invoice. Migration of your website into our agency hosting services is offered free of charge for each domain that is on a 12-month contract with us.
Website Outage Monitoring
Given the critical nature of website downtime, we use several different services for domain uptime monitoring. Email notifications are set up internally for all websites we manage. The notification is triggered if any website has an outage lasting longer than 1 minute. I.e., if a website is not responsive for more than 60 seconds, an email and text notification is triggered to a member of our team, which will arrive on our devices within no more than a further minute depending on trigger timings of these external services. Any such incident would be treated as critical, and immediately moved to the top of the support queue to be resolved as soon as possible.
Where website backups are included within a hosting package, where a client requests copies for the purpose of website hosting exit to a new hosting provider, the time and costs for arranging this are not included within the monthly hosting package cost, and are quoted on an individual basis. Where website copies are required for the purpose of website migration to another provider, these can be provided on a cost by cost basis with website files and database packaged up into a .zip file to be transferred. The zip file can be uploaded to a Google Drive folder for example and retained there for an agreed period such as 30 days for example, or as a time period agreed upon separately. Website copies will not be provided during an existing website hosting contract term. To reinstate a website after it has been taken offline due to non payment of our invoices for website hosting may incur costs to be paid prior to reinstating your site, estimated on a quote by quote basis depending on the site platform and website size, and must be paid for in advance before any work is carried out by our team.
Primal Space is committed to always providing you with an exceptional level of service. Our team will look to reply to you as fast as possible, and complete any maintenance or support tasks to the highest possible standard. We operate an email support system, which is available during our working hours. Unless agreed otherwise within your agreement or project scope, any support queries should be emailed to [email protected] in the first instance. Find out more about our SLA for website support in our full policy here – https://www.primalspace.co.uk/sla/
As part of our website hosting and website support terms, all modules which are not free versions and require a paid fee to use, must have a license applied and be renewed annually where applicable for subscriptions. All licenses for your application (for example WordPress or Magento), must be ordered through our agency. We must hold access to all licenses for all websites we host, maintain and/or support. Licences for plugins or themes are generally not transferable to you or another agency. If hosting is moved to a new provider, the licences cannot be transferred. All licenses we purchase, are billed to you our client in UK pounds Stirling and are subject to UK VAT. Where licenses are not renewed or paid for on time, this voids any warranty of website maintenance services. Unless you notify us, all licenses will continue to automatically renew annually. To cancel a license, at least 30 days notice must be supplied. Where a module with a paid license is being removed, it must be replaced with another solution supplying the same functionality.
Any of our assets cannot be shared with other digital agencies or any entity outside of the client business organisation without written permission, including our company terms or any documents stored in your Google Drive area. Where you hold platform admin access (Magento or WordPress for example), this cannot be provided to anybody external to the business without our written permission from us. Such as another agency or contractor who is not a direct employee of your business/organisation. We must have Google Analytics and Google Tag Manager access at all times for all sites where we offer website hosting services. The data can be used in case studies and for the purpose of performance benchmarking as an example.
We take no responsibility for actions taken by contractors or employees of a client in the development, staging or live area of your website(s). Nor for any data breaches caused by individuals employed by, or contracted out with our organisation. Nor can we guarantee the prioritising of support to remedy damages caused by your contractor that you may have chosen to use without our agreement. Generally, we will only work with other agencies or companies that sit within our list of approved strategic partners. A separate agreement outside our standard terms of business will be required to be created and agreed upon between both the Client and the Company.
We must have access to the DNS settings of your website at all times. From time to time, when our website hosting server hardware is updated, the IP address for example may change. At times, this can be at short notice, and we must hold permanent access to the DNS and nameserver settings for any website we host, to be able to change a DNS setting. This is to ensure your website experiences no outages while there is a delay in the DNS update.
CDN (Content Delivery Network)
We offer CDN services only to clients whom we already have a website hosting agreement in place for. We do not offer CDN as a stand alone service where we do not host your website. Our recommendation for content delivery network services is through Amazon Cloudflare and using the Pro Plan they offer. More information about Cloudflare and their plans available is outlined on their website here – https://www.cloudflare.com/en-gb/plans/ Other services such as web application firewall (WAF), and SSL certificates will be provided to our client’s websites through this platform. Setup, integration, and management of Cloudflare will be provided by our company ongoing, when you have this service added through your hosting agreement included in the monthly price agreed for website hosting, maintenance and support. Where you already have your own account with Cloudflare directly, we as your website host must be added as an admin to your Cloudflare account at all times.
Search Engine Optimisation (SEO)
Our SEO services are offered on a minimum of 12-month contracts. Where we are engaged for SEO services, we will always review and provide feedback on your provided content to ensure it is optimised for search engine ranking within a website design/development project or separate monthly SEO agreement. We will also ensure all possible on-site optimisation is undertaken as part of any site that we create during a website design or development project. If additional SEO services over and above what we would deem to be standard website SEO optimisation for site launch are required, this is to be priced separately and form a separate monthly agreement. Which may form part of your website hosting, maintenance and support agreement with us. While every care is taken to ensure we provide the highest standard of service and perform SEO best practices at the time, there is no guarantee that your organic listings will improve over time. Nor is there any guarantee of increased traffic to your website.
For clients we offer SEO services to, we must already be hosting their website and have access to Google Analytics, Google Search Console and Google Tag Manager. As part of our SEO work, we use external SEO software, that may be connected to your website and track data such as ranking positions or review competitor websites. SEO is generally priced on a quote-by-quote basis for specific keyword phrases to create your monthly fee agreed in your contract with us. The monthly fee in our agreement will be the same each month during your contract, with the exception of month 1, which generally carries a higher fee for that first month for additional time required for setup. Please see our SEO services page for more detailed information on our offering – https://www.primalspace.co.uk/services/seo/
Email Compliance and IT
Due to the number of variances in email clients and devices, we are unable to offer any assistance or support for the setup, maintenance or remedying of your emails for you, or anything IT related outside the scope of this agreement, and your website. Nor do we offer any telecoms support. We recommend using an IT company to assist you if required. We have recommendations we can put you in touch with within the UK. We have written an article about this concept and the importance of redundant and secure email setup here – https://www.primalspace.co.uk/email-and-it-support-from-primal-space/
We recommend that all clients use Microsoft Office365 or Google Workspace (Gmail) for their organisation and website email mailboxes. Both options still offer you the ability to have your domain within the mailbox. For clients that have website hosting services with us, we are happy to change the DNS records on your domain settings for you free of charge to help make this transition where required. We can also assist with SMTP relay services in either the WordPress or Magento platforms, which is an additional cost on top of any website hosting agreement. We take no responsibility for liability as a result of any incorrect SMTP relay settings in your application.
Security Compliance and SSL Certificates
It is mandatory that you have an SSL certificate on your website if recording any customer data, such as registration for a login section and the processing of payment details. It will also ensure each page of your site displays as secure and trusted, will assist with SEO and GDPR requirements, and will make your site less vulnerable to being hacked as site content is encrypted behind the SSL certificate. You can read about the full benefits of SSL certification here – https://www.primalspace.co.uk/importance-ssl-certificates-websites/ Any website that we host, must and will have an SSL certificate in place, which will show a padlock in the browser tab next the URL. We will provide the set up of the SSL certificate providing you with an HTTPS prefix throughout each page of your site. Our recommendation for a cost-effective SSL solution is through Amazon Cloudflare – https://www.cloudflare.com/en-gb/plans/ The platform also offers additional security benefits and website speed improvements generally in their Pro Plan. Where Cloudflare is not possible to use, the SSL certificate for your website will be provided by Let’s Encrypt which is currently free of charge and we’ll apply it to your website as part of our website hosting setup process.
Primal Space is committed to ensuring the protection and privacy of our customers. Our Data Processing Policy outlines our approach to collecting, storing, processing, and sharing data in compliance with applicable data protection laws and GDPR compliance. We regularly review the data we are processing and storing. You can find out more about our Customer Data Processing Policy here – https://www.primalspace.co.uk/data-processing-policy/
Upon commencing work for you and beginning any agreed service terms, the client acknowledges our non-adherence to exclusivity agreements. We may collaborate with multiple companies in a particular sector, locality or industry. However, we assure professionalism and confidentiality, ensuring that no sensitive information will be disclosed to provide either party with an unfair advantage or disadvantage. Any information, data, documents or website code owned by our company, may not be distributed to other organisations without our written consent. We will not share your company data with any other organisation, without your written consent and agreement.
We are dedicated to delivering exceptional website design, hosting, and digital services to our clients. We value your feedback and are committed to resolving any concerns or issues you may encounter. Our Complaints Policy is designed to provide a transparent and fair process for addressing and resolving complaints related to our services. To find out more about our Complaints Policy and procedures visit this page on our website here – https://www.primalspace.co.uk/complaints-policy/
Anything that is not related or included within this agreement would be considered out of scope. Anything not specified above within the scope of work of your project or monthly agreement with us would be considered to be out of scope, and not covered as a service by this or any other agreement we have for services provided. As such, it would be billed at our company hourly rate. Primal Space reserves the right, at our sole discretion, to modify or replace these Terms at any time. Our full list of company policies and terms can be found on our website page here – https://www.primalspace.co.uk/policies/
Proprietary Information and Censorship
Proprietary information exchanged here shall be treated as such by the Client. This information shall include, but not be limited to, the provisions of this Agreement, product and services information and pricing. Client further agrees to not decompose, disassemble, decode, or reverse engineer any Company program, code or technology delivered to Client or any portion thereof.
The Company will exercise no control whatsoever over the content of the information passing through the network, email, or website. The Client is responsible for the content of their own website.
The company makes no warranties or representations of any kind, whether expressed or implied for the service it is providing. The company also disclaims any warranty of merchantability or fitness for any particular purpose and will not be responsible for any damages that may be suffered by the Client, including loss of data resulting from delays, non-deliveries or service interruptions by any cause errors or omissions of Client. Use of any information obtained by way of the Company is at the Client’s own risk, and the Company specifically denies any responsibility for the accuracy or quality of information obtained through its services. Connection speed represents the speed of an end-to-end connection. The company does not represent guarantees of speed or availability of end-to-end connections. The Company expressly limits its damages to the Client for any non-accessibility time or other downtime to the pro-rata monthly charge during the system unavailability. The company specifically denies any responsibility for any damages arising as a consequence of such unavailability.