As used in this SLA, the following terms shall have the meanings specified below. Any capitalised terms not defined herein shall have the meaning attributed to them in a further Purchase Order or Statement of Work. In this SLA the singular includes the plural and vice versa; the words “month”, “year”, and “quarter” mean calendar month, calendar year, and calendar quarter, unless otherwise stated; and the word “including” (or any analogous word or phrase) means “including without limitation”.
1.1. A Service Level Agreement (“SLA”) is like a warranty. It outlines what is covered should any issues occur within a project or service that is executed under an SOW (Statement of Work) or PO (Purchase Order).
1.2. A “Project” can be a brand, website, graphic elements, digital campaign, PPC/SEO/SEM service, animation, motion graphics, video, strategy, lead gen, consulting, or any other design or service that can include but not be limited to: print material, signage, web graphics, copy-writing, content writing, photography, marketing campaigns or strategy provided by the Digital Agency to the Client.
1.3. “Frustrates” is a term used to describe where one party to a contract acts in a way so as to make it unrealistic for the other party to carry out their part of the contract. This can include, but isn’t exclusive to; not replying to calls or emails in a timely manner, not providing items necessary for the continuation of work, not adhering to agreed-upon limitations of scope.
1.4. The word “contract” as it appears in these terms and conditions shall mean the contract between the Lacoudhir Design LTD and the Client, which will be based on the terms and conditions contained within this Service Level Agreement (SLA).
2.1. The terms and conditions contained in this SLA apply to all Clients unless agreed in writing to the contrary. The general Terms and Conditions laid out on the agency website (https://thisisld.wpengine.com/terms-and-conditions/) will also apply alongside this SLA. No other contract terms and conditions shall apply unless specifically agreed in writing between Lacoudhir Design LTD and the Client. In the event of any ambiguity between these terms and conditions, and any terms agreed in writing between the Lacoudhir Design LTD and the Client, then these terms and conditions will apply.
2.2. This SLA, as well as the agency’s general Terms and Conditions, will accompany all estimates and quotes from Lacoudhir Design LTD, and be available on Lacoudhir Design LTD’s website. By accepting an estimate or quote in the form of an SOW (Statement of Work) or PO (Purchase Order) from Lacoudhir Design LTD, the Client is also accepting the terms and conditions contained in this SLA, as well as the agency’s general Terms and Conditions.
2.3. Lacoudhir Design LTD reserves the right to make any changes to their terms and conditions from time to time.
2.4. This contract is governed by the law of England and Wales and is subject to the exclusive jurisdiction of the courts of England and Wales.
3. Estimates, Quotation & Costs
3.1. Lacoudhir Design LTD will provide the Client with initial estimates or quotes for projects on request. These estimates will be as accurate as possible and will be based on a package of initial concepts and a stated number of rounds. However, the final project sum may vary from the initial estimate. An estimate, as opposed to a quote, will be noted to the Client, in the case that the actual project sum cannot be reasonably or accurately ascertained at the onset.
3.2. Work carried out over and above an estimate or quote, including a change in the documented specification will be subject to extra charges that will be confirmed with the Client in written format prior to the commencement of the extra works. Costs will be invoiced on either a per-round basis, monthly basis, or on the total completion of a project.
3.3. All quotes, estimates, pricing packages, briefs and other documents shared between the Lacoudhir Design LTD and the Client are commercially confidential and may not be disclosed to third parties without prior written agreement.
3.4. Wherever possible Lacoudhir Design LTD will provide the Client with a fixed price quotation or project price quotation and detailed specification for a project. Fixed pricing or project pricing applies to offers that are currently available via promotional means and/or a figure previously agreed between the Client and the Lacoudhir Design LTD.
3.5. Items added to the specification that accompanies a fixed price or project price quotation AFTER the Client has accepted it may incur extra charges. Wherever possible the Client will be notified of these extra charges via email before the commencement of the Works or Services.
3.6. Quotations, estimates, and SOWs are valid for 30 days from the date sent or stated.
3.7. Any advance payments are due immediately, with the remainder due on completion of work and receipt of final invoice. Other payments will be due within 15 days of the invoice date. An extended 30-day window for payment may be given on request for Clients establishing an ongoing relationship with Lacoudhir Design LTD.
3.8. Costs outlined by Lacoudhir Design LTD exclude VAT, GST, HST, PST and any outside costs incurred during the course of any Works or Services; i.e. printing, hosting, licensing, 3rd party fees, etc. unless specified otherwise.
4. Commencement of Work
4.1. The Client agrees to provide written approval of the proposal by means of a signed SOW or PO before any work is commenced.
4.2. The Client will pay the initial deposit, and Lacoudhir Design LTD will confirm receipt before any work is commenced.
5. Use of Third Parties
5.1. Lacoudhir Design LTD, if required, may act as the Client’s agent and directly or through an intermediary ask another contractor and/or supplier (‘Third Party/ies’) to carry out aspects of a project (i.e. Printing or Hosting).
5.2. Lacoudhir Design LTD shall pay the charges of these Third Parties with the Client’s agreement, and then recharge them to the Client.
5.3. Lacoudhir Design LTD will take all reasonable care in selecting and instructing a Third Party. However, Lacoudhir Design LTD will have no control over the activities of the Third Party and therefore accept no responsibility for the services provided to the client by that Third Party contractor or for any errors or omissions in its work or products.
6.1 The value of work included in a fixed price or project price quotation specification that is omitted will be valued and deducted from the final project sum.
6.2 Work that is in addition to that detailed in a fixed price or project price quotation specification will be valued and added to the final project sum.
7. Design Services
7.1. For all design services including, but not limited to, print design, web design, infographics, brand materials, signage, animation, etc – an estimate is calculated and then submitted to the Client.
7.2. If changes are needed to a project after the outstanding invoice has been paid then the extra charges will be confirmed with the Client, and the Client will be further invoiced for the work carried out.
8. Digital Marketing Services
8.1. For all digital marketing services including, but not limited to, content writing, copywriting, optimisation, marketing strategy, analytics, SEO/SEM, PPC, marketing consultation, brand development, business development, lead generation, public relations, etc – an estimate, quote or SOW is calculated on a project or monthly basis and then submitted to the Client.
8.2. If changes are needed to a project after the outstanding invoice has been paid then the extra charges will be confirmed with the Client, and the Client will be further invoiced for the work carried out.
8.3. If changes are needed in an ongoing monthly service, the extra charges will be confirmed with the Client, and the Client will be invoiced for these changes in subsequent invoices, payable in advance of the period.
9.1. All websites are designed on a bespoke basis for the Client unless use of a template is indicated in the original specification.The Client acknowledges that ‘bespoke’ in this context does not describe the features of the Website’s Content Management System (CMS), unless Lacoudhir Design LTD specifically agrees in writing to provide the Client with a bespoke Content Management System.
9.2. If there are extensive changes and updates that exceed the original specification, these will be seen as additional costs and will be quoted accordingly. Items added to the website specification AFTER the Client signed it off may incur extra charges, but the Client will be notified of these extra charges via email before commencement of the Works or Services.
9.3. Please note that, as with the nature of web development, the scope of work often increases as the project progresses. With this in mind, the initial specification and estimate are subject to change and so Lacoudhir Design LTD encourages all Clients to include a contingency to their web project budget in order to cover any unforeseen Works or Services and their associated costs. Lacoudhir Design LTD will inform and discuss any change in specification or cost with the Client via email, prior to commencement of the extra Works or Services.
9.4. Lacoudhir Design LTD reserves the right to charge an hourly or daily rate for work that exceeds any initial agreed upon scope.
9.5. Lacoudhir Design LTD will offer to Clients third party services such as those offered by Google to enhance the performance of their websites. Lacoudhir Design LTD may include in quotations the setup and maintenance of such third party services. Lacoudhir Design LTD will not be liable to the Client for any interruption, non-performance, or cancellation of the provision by third parties of any such services.
9.6. If a support or maintenance package is selected by the Client, Lacoudhir Design LTD will agree with the Client the period of the support and/or maintenance and this will be detailed in an SOW, usually based on a set number of hours over a month-by-month rolling basis. The cost and subsequent invoice will be raised for the full period unless otherwise agreed, and be payable in advance of the period. The Client cannot accrue support or maintenance hours and transfer them to any following month.
9.7. Support Availability: Lacoudhir Design LTD is a 24/365 agency unless unavailability is anticipated and noted to a Client in advance. Depending on the level of support purchased, the Client will have access to this support via phone or email depending on their designated timezone. Support Availability is bound by the terms stated in clauses (9.8 – 9.9).
9.8. If Lacoudhir Design LTD feels a request is outside what is covered by the support agreement, they will let the Client know and discuss the request as additional development and propose a solution and cost. Work on such a request would not be undertaken until agreement with the Client on the additional cost and approach.
9.9. Response Times: Lacoudhir Design LTD will assess all requests as one of the following and as such each will aim to resolve within the given times. Urgent: an error that has caused the Website to be offline or be in such a state that it is causing the Client serious brand damage. E.g. if a payment gateway is allowing users to checkout without taking payment or contact forms are not triggering emails through to the Client and hence they are losing inquiries. Aim to resolve within 1 working day. High: an error that is causing the Client to lose revenue directly but one that is not deemed as “urgent”. Aim to resolve within 2 working days. Normal: an error that inhibits typical user experience but does not result in a loss of revenue for the Client directly. Aim to resolve within 5 working days. Low: an error that is not inhibiting typical user experience. Aim to resolve within 10 working days.
9.9.1. Support on work not covered with an SOW or PO: Where support requests are received from Clients on work that is not attached to an open SOW or PO, Lacoudhir Design LTD has no responsibility to respond and fix the error reported. However, Lacoudhir Design LTD will always aim to respond to the Client with a resolution route and cost associated with this. All requests outside a support agreement are treated with low priority until agreement on any cost to look at the issue.
9.9.2. Should a Client have or gain access to their website code files and make changes themselves or edit settings in their content management system during an open SOW or PO without advising or consulting Lacoudhir Design LTD, this will be classed as frustrating the progress of a project contract (see clauses 1.3 and 12.4) and the current SOW may become invalid. Any subsequent work to rectify any issues caused and to bring the website back to state it was before would be chargeable.
10. Sign Off
10.1. The Client will always receive a digital proof of work in order to sign off a Project. Digital proofs, samples, sketches, photographs, links or any other digital representation, whether partial or total, of the finished article in whatever form may be submitted to the Client for approval.
10.2. Colour print proofing is available but will incur an extra charge. All colour print proofs are available on printer’s film and therefore do not represent the final print quality or stock. Lacoudhir Design LTD will not be held responsible for discrepancies in the print process, inks, colours or stocks once a printer’s proof has been signed off.
10.3. Once happy to sign off Works ready for production, Clients are to approve all files, artworks, renders, development modes and designs in writing (e.g. via email) to Lacoudhir Design LTD, having thoroughly checked that the work in question requires no further amendments.
10.4. It is vitally important that the Client proofreads and checks all files, artworks, development sites, test renders and designs thoroughly before sending approval. Lacoudhir Design LTD will not be held responsible for any errors present in work that has been signed off by the Client.
10.5. After approval, any amendments to the project may incur extra charges.
10.6. Should an approved file, artwork or design already have gone into production at the time that the Client requires an amendment, the Client is liable to pay the full cost of the production as quoted, plus the same quoted amount again in order to put the amended file, artwork or design into production again.
10.7. Lacoudhir Design LTD will deliver all products via digital means and/or post or courier unless otherwise stated.
10.8. Any extra costs incurred upon request of an alternative method of delivery must be met by the Client.
11. Performance & Delivery
11.1. Lacoudhir Design LTD will take all reasonable steps to ensure that the specification quoted for the Client functions as intended.
11.2. In the event that the Client reports that some part of the specification is not functioning correctly then Lacoudhir Design LTD will investigate this and take corrective action, which will be at no expense to the Client.
11.3. In the event that the Client reports an issue that is related to a matter that falls outside of the project specification then Lacoudhir Design LTD will investigate this and email the Client a report and, if appropriate, a price to carry out the extra work involved to resolve the issue. Work can only commence once the Client has approved the report, along with any extra costs incurred.
11.4. Lacoudhir Design LTD will provide the Client with an estimated timeline for the progress and completion of any Works and Services. Lacoudhir Design LTD will use its reasonable endeavours to meet those timelines (as long as the Client performs the Client’s obligations promptly) but, unless Lacoudhir Design LTD agrees otherwise, any timelines or projected completion dates are estimates only and Lacoudhir Design LTD cannot guarantee that they will be met. In any event, Lacoudhir Design LTD shall have no liability to the Client if Lacoudhir Design LTD is delayed in performing or is unable to perform any of its obligations under the Contract due to circumstances beyond its reasonable control.
12.1. In the event that the Client does not pay the outstanding invoice within 60 days of the due date, then Lacoudhir Design LTD has the right to suspend all further Works or Services from this time without further notice for the Client until such time as payment is made in full. Unpaid invoices will serve automatic payment reminders to the Client that will serve as notification in the event that Works or Services will or have been suspended.
12.2. In the event that the Client becomes insolvent or goes into liquidation, Lacoudhir Design LTD will terminate the contract with the Client and invoice for the full value of project Works or Services carried out to that date.
12.3. In the event that the Client wishes to terminate without notice a fixed-cost project before completion, Lacoudhir Design LTD will invoice the Client 100% of the total project cost. Failure to pay this within 15 days will result in the Client being referred to a debt recovery agency and copyright on any Works or Services will remain with Lacoudhir Design LTD.
12.4. In the event that Lacoudhir Design LTD has tried to contact the Client (by any means) more than twice over the course of 30 days without success, this can be seen as the Client frustrating the progress of the Project or Service and therefore, Lacoudhir Design LTD reserves the right to terminate the contract and invoice the Client or seek to put the contract on hold until a specified date that will be sent to the Client. If the Client still hasn’t made contact by the specified date, Lacoudhir Design LTD will terminate the contract and invoice the Client 100% of the total Project cost, or 100% of any outstanding cost of Service. Failure to pay this within 15 days will result in the Client being referred to a debt recovery agency and copyright will remain with Lacoudhir Design LTD.
12.5. In the event that a Client ‘frustrates’ the progress of a project contract with Lacoudhir Design LTD by any reasons previously outlined herein, then Lacoudhir Design LTD will be entitled to give 15 days written notice to the Client of the contract being terminated. If the Client does not satisfactorily remedy the cause(s) of the frustration, within the 15-day notice period, then Lacoudhir Design LTD will have the right to terminate the contract. Lacoudhir Design LTD will invoice the Client for the full value of Works or Services carried out to-date.
12.6. In the event that either Lacoudhir Design LTD or the Client wishes to terminate a project or ongoing service for any reason, they can do so with at least 30 days advance written notice. Lacoudhir Design LTD will invoice the Client for the value of Works or Services completed up to the agreed termination date.
12.7. The Client will immediately return all Proprietary Materials and any Work in Progress or Deliverables which have not been fully paid for (and hence where title has not passed to you) at our request.
12.8. The accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
12.9. Obligations set out in these Terms that expressly or by implication survive termination shall continue in full force and effect.
13.1. In the event that Lacoudhir Design LTD terminates a contract prior to work commencing, a full refund of the upfront payment will be made to the Client.
13.2. In the event that the Client terminates a contract after an SOW or PO has been signed and the upfront payment has been paid, no refund will be given.
13.3. No refunds will be given on Works or Services completed and/or delivered/published.