Terms of Service

These are the terms of service for our Retainer Plans.
Retainers Term of Service v1.0
Updated 11th Jan 2024

This Agreement is entered into electronically between:

Provider: Code & Wander Ltd, 18 Finsbury Square, London, EC2A 1AH
Client: The entity or individual who agrees to these terms by subscribing to our retainers.
Acceptance: By continuous use of our services, the Client acknowledges and agrees to the terms and conditions set forth herein.

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1. Introduction

This Agreement outlines the general terms of the Retainer Plans provided by Code & Wander, complementing your personalised Retainer Plan detailing monthly hours, contract length, and payment amounts.

2. Services Offered

Our Retainer Plans offer versatile hours that can be utilised for a range of services including design, development, auditing, UX, and training. We are committed to supporting your company's growth and ensuring the success of your digital campaigns.

3. Task Management and Execution

3.1 Task Submission

The Client is entitled to submit tasks through ClickUp. Each task will be handled in a sequential manner, ensuring focused and dedicated attention to one task at a time.

3.2 Completion Timeline

Task completion timelines will be communicated upon task assessment.

3.3 Communication of Delays

In instances where a task is anticipated to require more time than the average duration, the Client will be promptly notified of the extended timeline via Slack.

3.4 Time Tracking

Time allocation and utilisation within the Retainer Plans will be meticulously tracked using ClickUp, a project management tool. Clients will receive regular updates, detailing how much time has been used and the remaining available hours. These updates aim to provide transparency and help in planning future tasks. ClickUp will serve as the primary platform for monitoring task progress and time management, ensuring both parties are aligned on the amount of service utilised and the capacity available for upcoming work.

3.5 Time Shift

Unused time will roll over to the next month, excluding time used for contract administration. At contract end, unused hours must be utilised within 30 days or will be forfeited. Future month hours can be used in advance for larger tasks, limited to one month's worth of hours. Additional ad-hoc hours can be purchased at £95/h + VAT.

4. Hours of operation

Our standard hours of operation are Monday to Friday, 10AM to 6PM GMT, during which we will execute and manage tasks.

5. Communication

While the retainer is active, all formal communications between the Provider and the Client regarding the services provided under this Agreement shall be conducted exclusively through Slack. This includes, but is not limited to, status updates, feedback, and general inquiries related to the services and/or tasks. Both parties agree to maintain active participation on the designated Slack channel to ensure efficient and effective communication.

6. Hosting Responsibility

The Client acknowledges and agrees that the Provider is not responsible for any aspects of website hosting. This includes, but is not limited to, hosting uptime, server reliability, data storage, and security. Any issues, disputes, or liabilities arising from hosting services shall be the sole responsibility of the third-party hosting provider. The Provider's role is confined to design and development services as outlined in this Agreement, and does not extend to hosting service management or issue resolution.

7. Subscription Period

The Retainer Plan duration can be 6 or 12 months, as specified in the individual contract.

8. Fees and Payment

8.1 Retainer Fees

Payment details, including prices, are outlined in each Client's contract and remain valid until the contract's renewal.

8.2 Payment Method and Timing

We invoice in arrears for the month on the 28th of each month on 30 day terms.

8.3 VAT Applicability

All prices are exclusive of VAT. VAT will be applied only to companies based in the United Kingdom.

9. Cancellation and Refund

9.1 Cancellation Process

Our Retainer Plans are based on fixed-length contracts, requiring commitment for the entire duration specified in the agreement. Consequently, these contracts cannot be terminated prematurely. At the end of the contract period, clients have the option to renew their agreement. Should a client decide not to renew, we request a formal notification prior to the end of the current contract period. This process ensures clarity and continuity in service provision and allows both parties to effectively manage resources and expectations as the contract period concludes.

9.2 Post-Cancellation Liability

After the cancellation of the Retainer Plan, the Provider is not responsible for any defects, bugs, or issues that may arise or become apparent in the Client's website or related services.

10. Intellectual Property

10.1 Client's Ownership Rights

The Client retains the copyright to all materials specifically designed for them by the Provider, except where the design incorporates third-party media assets (such as images, videos, fonts, audio, text, and other media from image libraries). In such cases, the Client owns the copyright for all original elements created by the Provider and obtains a license to use the incorporated third-party media assets.

10.2 Client's Representations

The Client assures that they hold ownership or have obtained licenses for all text, images, fonts, videos, sound files, and other media assets supplied to the Provider for the purpose of the task.

10.3 Software Ownership

The Client will own all software elements included in the Website, encompassing both the source code and the database structure.

11. Confidentiality

11.1 Obligation of Confidentiality

The Provider agrees to maintain the confidentiality of all information related to the Client's business and activities, including Intellectual Property, obtained under this Agreement. This Confidential Information shall not be disclosed or used (directly or indirectly) for any purpose other than the services provided, unless expressly authorised in writing by the Client.

11.2 Exclusions from Confidentiality

Information is not considered confidential if it (i) is already known to the Provider without confidentiality restrictions, (ii) is obtained from an independent third party without breach of this Agreement, (iii) becomes publicly available through no fault of the Provider, or (iv) is independently developed without reference to the Confidential Information.

11.3 Employee Awareness and Compliance

Both parties shall ensure that their employees who may access Confidential Information understand and comply with these confidentiality obligations. Each party agrees to take all reasonable steps to ensure compliance with these terms.

12. Marketing Use

12.1 Usage Rights

The Provider reserves the right to use any work created for the Client as part of the services rendered under this Agreement for marketing and promotional purposes.

12.2 Platforms of Use

Such use may include displaying the work on the Provider's website, social media channels, and other marketing materials.

12.3 Scope of Use

The Provider will ensure that any such usage respects the integrity of the Client's brand and is in line with the professional representation of both parties.

13. Exclusion of Liability and Indemnity

13.1 Limitation of Liability

We are not liable for any indirect or consequential loss, loss of profits, revenue, data, or goodwill arising in connection with this Agreement. We expect that you are better positioned to foresee and estimate any potential losses, and it is advised that you obtain suitable insurance for such risks.

13.2 Virus Liability

We are not liable for viruses uploaded by third parties, your employees, or agents. You are responsible for virus-checking material accessed through the Web.

13.3 Third-Party Software and Services

We are not liable for failures caused by third-party software or services, including but not limited to browser technology changes, legislation, social media integration, or APIs.

13.4 Cap on Liability

Our maximum liability to you under this Agreement shall not exceed the total amount paid by you to us in the six (6) months preceding the claim.

13.5 Indemnification

You agree to indemnify and hold us harmless from claims arising from your breach of this Agreement.

14. Force Majeure

Neither party shall be liable for any loss suffered by the other, or be deemed to be in default, for any delays or failures in performing its obligations as set out under this Agreement, where such delays or failures result from acts or causes beyond its reasonable control. Examples of such acts include; acts or regulations of any governmental or supra-national authority, war or national emergency, accident, fire, riots, strikes, lock-outs, labour troubles, illness, labour or transportation difficulties, inability to obtain export or import licences, failure or fluctuation of electric power, air conditioning or humidity control.

15. Dispute Resolution

15.1 Dispute Resolution

In the event of any disputes arising from or in connection with this Agreement, both parties agree to seek resolution through direct negotiation. If such disputes cannot be resolved amicably, they shall be subject to the exclusive jurisdiction of the courts of England and Wales.

15.2 Compliance with Laws

Both the Provider and the Client agree to comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and corruption under the Bribery Act 2010 and shall ensure that they have in place adequate procedures to prevent any such breaches.

16. Entire Agreement

16.1 Precedence of Agreement

This Agreement supersedes all prior agreements, negotiations, representations, or promises, whether written or oral, except where made fraudulently. It overrides and excludes any other terms and conditions stipulated or referred to by the Client, including those in the Client's documentation, unless explicitly agreed otherwise in writing.

16.2 Overriding Client's Standard Terms

In all instances, the terms of this Agreement shall take precedence over the Client's standard terms of contract, unless an alternative agreement is made in writing between both parties.

17. Updates to our Terms

We reserve the right to modify our Service and policies. Correspondingly, it may become necessary to amend this Agreement to accurately represent our Service and policies. We will provide you with prior notification of any such changes, through our Service or other communication channels. This notification will offer you the opportunity to review the amended Agreement before they become effective. Your continued use of the Service after such changes will constitute your acceptance of the updated Agreement. If you do not agree to the updated Agreement, you have the option to cancel your subscription.

18. Governing Law

This Agreement will be construed in accordance with and governed by the laws of England and Wales and each party agrees to submit to the non-exclusive jurisdiction of the courts of England and Wales.

By continuing use of our services you are accepting the above terms.