DCOE:DESIGNS LTD
Web Design & Development Terms of Business
Updated: September 2026
These Terms of Business apply to services supplied by DCOE:DESIGNS LTD (“DCOED”, “we”, “us” or “our”) to the client named in the applicable quotation (“Client”, “you” or “your”).
Please read these Terms carefully. Together with our quotation, proposal or statement of work (“Quotation”), they form the agreement between DCOED and the Client.
In these Terms:
Agreement means the Quotation together with these Terms of Business.
Client Materials means all text, images, photographs, video, audio, logos, trademarks, data, software, documents and other materials supplied by or on behalf of the Client.
Deliverables means the website, designs, code, graphics, documents or other materials expressly identified in the Quotation as being supplied by DCOED.
Services means the web design, development, hosting, maintenance, digital, branding or other services described in the Quotation.
Site means the website or digital product being designed or developed by DCOED.
Third-Party Services means software, plugins, themes, APIs, hosting services, payment providers, platforms, fonts, stock assets, AI services and other products or services supplied by third parties.
The Agreement is formed when the Client accepts the Quotation or instructs DCOED to commence work.
Acceptance may be made by written confirmation, email, electronic acceptance or other clear instruction to proceed.
The Quotation forms part of the Agreement. If there is any conflict between the Quotation and these Terms, the Quotation will take precedence in relation to the specific Services, Deliverables, fees, timescales or other project-specific matters.
These Terms will apply to all Services supplied by DCOED unless expressly agreed otherwise in writing.
DCOED will provide the Services described in the Quotation.
The Quotation defines the agreed scope of work. Work, functionality, content, integrations, revisions or services not expressly included in the Quotation are outside the agreed scope.
DCOED may decline to undertake additional work or may provide a separate quotation for it.
Additional work may include, without limitation:
DCOED is not obliged to commence additional work until the Client has approved the associated cost where approval is reasonably required.
The Client agrees to provide DCOED with all information, materials, access credentials, approvals and decisions reasonably required to perform the Services.
The Client is responsible for ensuring that information and materials supplied to DCOED are accurate, complete and suitable for their intended purpose.
The Client warrants that it has all necessary rights, permissions and licences to use and provide Client Materials to DCOED.
The Client is responsible for obtaining any necessary permissions relating to:
The Client shall indemnify DCOED against reasonable losses, costs, damages and expenses arising from a third-party claim that Client Materials supplied by the Client infringe that third party’s rights or otherwise breach applicable law.
DCOED’s ability to complete a project depends upon the Client providing information, materials, decisions and approvals promptly.
Where the Client delays the project, DCOED may reasonably revise the project timetable.
If required information or materials have not been provided within four weeks of DCOED requesting them, DCOED may:
1. place the project on hold;
2. reschedule the project;
3. charge reasonable costs arising from the delay; or
4. treat the project as cancelled by the Client.
If DCOED treats the project as cancelled as a result of Client delay, fees for work completed, committed third-party costs and other sums properly due will become payable immediately.
Where a project is subsequently restarted, DCOED may provide a revised quotation or timetable.
Unless otherwise stated in the Quotation, the agreed price includes only the number of design concepts and revisions specified in the Quotation. In “design-in-build” projects, designs will not be provided up front. A preview link will be provided to view online.
DCOED will provide the Client with reasonable opportunities to review and comment on designs and development work.
Client feedback should be consolidated wherever reasonably possible and provided in a clear and timely manner.
Once a design, functionality or project stage has been approved, subsequent changes may be treated as additional work.
The Client should carefully review the Site before approval and launch, including content, links, forms, functionality, products, prices and other information.
DCOED will provide the Client with an opportunity to review the completed Site or relevant project stage before publication.
The Client shall provide any substantive feedback within ten working days of being asked to review the work.
Where the Client confirms approval, or fails to provide substantive feedback within that period despite being given a reasonable opportunity to do so, the relevant work may be treated as accepted.
DCOED may withhold publication or delivery of the completed Site where payment due under the Agreement has not been received.
Requests that materially alter the agreed scope may result in additional charges and/or an extension to the project timetable.
DCOED may charge additional work at its prevailing hourly or daily rate or provide a separate quotation.
Examples include changes to functionality, additional integrations, additional content, significant changes to an approved design, additional rounds of revisions and changes resulting from altered Client requirements.
DCOED will endeavour to notify the Client where additional charges are likely to arise.
Fees are as stated in the Quotation and are exclusive of VAT unless expressly stated otherwise.
Unless otherwise agreed:
DCOED may require payment in advance where the nature of the project, Client or Third-Party Services reasonably warrants it.
DCOED may refuse to commence or continue work where an invoice is overdue.
If an invoice is not paid by its due date, DCOED reserves the right to charge interest and compensation in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, together with any reasonable costs incurred in recovering the debt.
Where permitted by law, DCOED may suspend Services, hosting, development work or access to systems where invoices remain unpaid.
Suspension does not remove the Client’s obligation to pay outstanding invoices.
The Client may request cancellation of a project at any time.
Where the Client cancels before completion, the Client shall pay:
Where a project has progressed substantially, DCOED may charge an appropriate cancellation fee reflecting work completed, resources committed and the remaining contractual obligations.
Any specific cancellation terms stated in the Quotation will take precedence over this clause.
No refund will normally be given for domain registrations, hosting, software licences, stock assets or other third-party costs that DCOED is unable to recover.
DCOED may terminate or suspend the Agreement if:
On termination, all fees properly due for Services performed and costs incurred up to the termination date become payable.
Unless expressly agreed otherwise in writing, DCOED retains ownership of its Intellectual Property Rights in materials created by DCOED.
This includes, where applicable:
Upon full payment of all sums due, DCOED grants the Client a perpetual, worldwide, non-exclusive licence to use the Deliverables for the Client’s own business and for the operation of the Site.
The licence does not transfer ownership of DCOED’s underlying Intellectual Property Rights.
The Client may not sell, licence, distribute or commercially exploit DCOED’s reusable frameworks, source code or development tools separately from the Site without DCOED’s written permission.
Client Materials remain the property of the Client or their respective rights holders.
Where ownership of a particular Deliverable is expressly agreed to transfer to the Client, that transfer will be stated in the Quotation or a separate written agreement.
Nothing in this clause transfers ownership of Third-Party Services or open-source software.
Websites may incorporate open-source software, including WordPress, WooCommerce and other open-source libraries or frameworks.
Such software remains subject to its applicable licence terms.
Websites may also use Third-Party Services including plugins, themes, APIs, payment gateways, hosting services, fonts, analytics platforms and other software.
DCOED does not guarantee that Third-Party Services will:
Where a Third-Party Service changes, becomes unavailable, introduces additional charges or requires redevelopment, DCOED may charge for resulting work.
Where DCOED provides hosting, the applicable hosting package and associated charges will be stated in the Quotation or hosting agreement.
Hosting and domain registration are generally renewable annually unless otherwise agreed.
Domain names are subject to availability and registration rules imposed by the relevant registrar or registry.
The Client is responsible for ensuring that its chosen domain name does not infringe another party’s rights.
DCOED may register domains on behalf of the Client but does not guarantee the availability, suitability or continued registration of any particular domain.
Hosting, domain and other recurring charges must be paid when due.
DCOED may suspend hosting where hosting fees or other associated invoices remain unpaid.
Where DCOED provides hosting or maintenance, backups will be performed in accordance with the relevant hosting or maintenance package.
Backups are a precaution and do not constitute a guarantee that every item of data or configuration can always be restored.
The Client remains responsible for maintaining copies of business-critical information where appropriate.
DCOED will not normally be responsible for loss of data resulting from Client actions, third-party software, malicious activity, hosting failure or circumstances outside DCOED’s reasonable control.
Unless expressly included in the Quotation or an ongoing support agreement, the Services do not include ongoing maintenance or support after completion.
Future work may include:
Such work will be charged separately unless covered by an agreed maintenance or support package.
DCOED will take reasonable steps appropriate to the Services provided to protect websites against common security threats.
However, no website, server, software or online service can be guaranteed to be completely secure.
DCOED is not responsible for security incidents arising from:
Where an ongoing maintenance or security package has not been agreed, DCOED is not responsible for applying future software or security updates.
Unless expressly included in the Quotation, SEO, search engine promotion and advertising are not included in the Services.
Where SEO or advertising services are provided, DCOED does not guarantee:
Search engines, advertising platforms and other third parties may change their algorithms, policies, systems or pricing without notice.
DCOED will build the Site in accordance with the agreed specification and reasonable professional standards applicable to the Services.
Unless expressly stated otherwise in the Quotation, DCOED does not provide legal, regulatory or compliance advice.
The Client remains responsible for ensuring that its business, products, services, content and use of the Site comply with laws and regulations applicable to its business.
This may include requirements relating to:
Where specialist legal or regulatory compliance is important, the Client should obtain appropriate professional advice.
Each party shall comply with applicable data protection legislation in connection with the Services.
The Client is responsible for ensuring that it has a lawful basis for collecting and processing personal data through the Site.
Where DCOED processes personal data on behalf of the Client, the parties will enter into appropriate data-processing terms where required.
The Client remains responsible for determining how personal data collected through the Site is used and for providing appropriate privacy notices and other required information to users.
DCOED will not knowingly use Client personal data for purposes unrelated to providing the agreed Services.
DCOED may use artificial intelligence and machine-learning tools (“AI Tools”) as part of its design, development, research, coding, testing, content, image, video, audio or other production processes.
The use of AI Tools does not, by itself, alter the agreed scope, price or ownership provisions of the Agreement.
Where AI is used as a tool to assist the creation of work, DCOED will use reasonable professional judgement in reviewing and incorporating the resulting material.
AI-generated or AI-assisted output may not be unique and may resemble material created for other users. DCOED does not warrant that AI-generated output is entirely original or incapable of resembling existing third-party material.
Where appropriate, DCOED may modify, edit, combine or otherwise transform AI-generated output as part of the creative or development process.
The Client acknowledges that the legal treatment of AI-generated material, including copyright and ownership, is developing and may change.
Where the Client specifically requests AI-generated content or functionality, DCOED will use reasonable care in selecting and implementing appropriate tools, but does not guarantee the accuracy, originality, availability or legal status of AI output.
The Client remains responsible for reviewing and approving AI-generated content used in connection with its business, particularly where that content relates to legal, medical, financial, technical, regulatory or other matters requiring specialist accuracy.
Where the Client supplies material generated or modified using AI, the Client warrants that it has the necessary rights and permissions to provide that material to DCOED and authorise its use.
The Client is responsible for ensuring that Client-supplied AI material does not infringe copyright, trademarks, privacy rights, publicity rights or other third-party rights.
The Client shall indemnify DCOED against reasonable losses, costs, damages and expenses arising from a claim that Client-supplied AI material infringes third-party rights.
The Client must not provide confidential information, personal data, passwords, financial information or other sensitive information to an AI Tool through DCOED unless the relevant processing has been expressly agreed and appropriate safeguards are in place.
Where AI Tools are used as part of the Services, DCOED will take reasonable steps to use appropriate services and settings.
However, Third-Party AI Tools remain subject to their own terms, privacy policies and technical limitations.
Where the Client requires that its information, content or data must not be processed by AI Tools, it must notify DCOED in writing before the relevant work begins.
Any such restriction may affect the cost, timescale or method of delivering the Services.
Where DCOED develops or integrates AI-powered functionality into a website or digital product, the functionality may depend upon Third-Party AI Services.
AI-powered features may be affected by:
DCOED does not guarantee that AI-powered functionality will produce identical results on every occasion.
Where a third-party AI provider changes or withdraws its service, additional development work required to maintain or replace the functionality may be chargeable.
DCOED may integrate the Site with external platforms and services.
Examples include payment providers, accounting software, CRM systems, email platforms, social media platforms, analytics services, APIs, hosting providers and e-commerce platforms.
DCOED is not responsible for changes, interruptions, errors, restrictions or failures caused by such services.
Where an external service changes its API, pricing, functionality or terms, additional work required to maintain the Site may be chargeable.
Websites will be tested against the browsers, operating systems and devices, including the current major stable versions of Chrome, Safari, Edge, and Firefox at the time of build.
Unless otherwise agreed, DCOED does not guarantee compatibility with obsolete browsers such as Internet Explorer, unsupported operating systems, browser extensions, unusual configurations or future versions of browsers and operating systems.
Responsive behaviour will be developed using reasonable professional standards, but the precise appearance of a Site may vary between devices, browsers and screen sizes.
The Client acknowledges that websites may contain third-party materials licensed by DCOED or supplied by the Client.
These may include stock photography, fonts, software, icons, plugins, libraries, video, music or other licensed material.
Such materials remain subject to the relevant licence terms.
The Client must not use third-party materials outside the scope permitted by those licences.
Where the Client wishes to use an asset for another purpose, it is responsible for obtaining any additional licence required unless otherwise agreed.
Unless otherwise agreed in writing, DCOED may identify the Client and display screenshots, designs and the completed Site as examples of its work.
DCOED may use the Client’s name and logo in its portfolio, website, social media, presentations and other promotional materials.
Where appropriate, DCOED may include a discreet “Designed by DCOE:D” or similar credit on the Site.
If the Client requires confidentiality or wishes to restrict portfolio use, this should be agreed in writing before work commences.
DCOED warrants that the Services will be provided with reasonable skill and care.
Except where expressly stated in the Agreement, DCOED does not provide warranties that:
Where a defect in DCOED’s work is identified within a reasonable period following completion, DCOED will use reasonable efforts to correct the defect where it falls within the agreed scope.
This does not include changes requested by the Client or issues caused by third parties, Client modifications or software updates.
Nothing in these Terms excludes or limits liability which cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot legally be excluded or limited.
Subject to the above, DCOED shall not be liable for:
Subject to liabilities which cannot legally be limited, DCOED’s total aggregate liability arising out of or in connection with the Agreement shall not exceed the total fees paid or payable to DCOED under the relevant Quotation.
Nothing in this clause affects the Client’s obligation to pay fees properly due.
DCOED shall not be liable for delay or failure to perform its obligations where the delay or failure results from circumstances outside its reasonable control.
Such circumstances may include:
DCOED will endeavour to minimise the impact of such events and resume Services as soon as reasonably practicable.
Each party shall keep confidential information received from the other party that is clearly confidential or would reasonably be understood to be confidential.
This obligation does not apply to information that:
DCOED may suspend Services where:
Any suspension caused by Client action or non-payment may result in additional costs or revised project timescales.
The Client may not transfer or assign the Agreement without DCOED’s written consent.
DCOED may use suitably qualified subcontractors or suppliers to provide elements of the Services while remaining responsible for managing the agreed Services.
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue to apply.
A failure by either party to enforce a provision of the Agreement does not constitute a waiver of that provision.
These Terms, together with the applicable Quotation, constitute the entire agreement between the parties relating to the Services.
Any amendment to the Agreement must be agreed in writing.
The Agreement and these Terms shall be governed by the laws of England and Wales.
The parties submit to the exclusive jurisdiction of the courts of England and Wales.
By accepting a Quotation or instructing DCOED to commence work, the Client confirms that it has read and agrees to these Terms of Business.
DCOE:DESIGNS LTD
Web Design, Development & Digital Services
Company No: 644398
VAT No: 923552137
Registered office: 7 Dexter Way, Winscombe, North Somerset, BS25 1EF