Web Design, Hosting & Maintenance Services
These Terms & Conditions (the “Terms”) govern the provision of web design, hosting and maintenance services by DM Digital (“we”, “us”, “our”) to our clients (“you”, “the Client”). By engaging our services, the Client agrees to be bound by these Terms.
DM Digital is a web design and development business based in Dublin, Ireland. These Terms are published at www.dmdigital.ie/terms. Together with the signed Statement of Work (the “SOW”) and the Data Processing Addendum, they constitute the entire agreement between the parties for each engagement. The version of these Terms incorporated into any signed SOW is the version in force at the date of that SOW (a copy of which is provided to the Client with the SOW).
We provide the following services under these Terms:
The specific scope of services, deliverables and timelines for each Client will be set out in a separate SOW or project proposal.
Where any invoice remains unpaid after the due date, DM Digital may charge interest on the overdue amount at the rate prescribed by the European Communities (Late Payment in Commercial Transactions) Regulations 2012 (currently the European Central Bank reference rate plus 8% per annum), together with the statutory compensation amount of €40 per overdue invoice and DM Digital’s reasonable costs of collection. DM Digital may also suspend services until overdue amounts are paid in full, having first given the Client seven (7) days’ written notice and an opportunity to bring the account current.
For a project to run smoothly we need the Client’s cooperation. The Client agrees to:
Delays caused by the Client may affect project timelines and delivery dates. DM Digital cannot be held responsible for delays arising from failure to provide required content or feedback.
The Client’s SOW or project proposal will specify the number of revision rounds included. Revisions within this scope are included in the agreed project fee.
Any work requested beyond the agreed scope will be quoted separately and agreed in writing before work begins. We will not carry out additional work without the Client’s prior approval.
DM Digital will notify the Client in writing when each milestone or deliverable is ready for review. The Client will provide consolidated written feedback within five (5) business days of that notification, specifying any properly remediable defects (being defects that materially prevent the deliverable from performing in accordance with the SOW). If no such written feedback is received within that five-business-day period, the deliverable is deemed accepted.
The website is deemed complete (“Go-Live”) on the earliest of:
(a) the Client’s written sign-off;
(b) the Client’s first use of the website for live business purposes; or
(c) ten (10) business days after DM Digital notifies the Client that the website is ready for go-live,
in each case subject to remediation of any properly notified defects under the Warranty Period at §7.
The Completion Payment specified in the SOW falls due on Go-Live as defined in this Section.
DM Digital warrants that, for thirty (30) days following Go-Live (the “Warranty Period”), the website will substantially perform in accordance with the SOW. The Client’s sole remedy for breach of this warranty is for DM Digital, at its own expense, to remediate the defect within a reasonable time.
Except for the express warranties in these Terms and any implied warranties that cannot lawfully be excluded under Irish law, the website and the Services are provided “as is” and DM Digital disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose and non-infringement.
The Client retains full ownership of all content provided to us (text, images, logos, brand assets, etc.).
Upon receipt of full and final payment for a project, ownership of the bespoke design and code created by DM Digital specifically for the Client under that project transfers to the Client. Until payment is received in full, all such work remains the intellectual property of DM Digital.
The transfer under this Section does not extend to:
(a) third-party software, plugins, themes or libraries (including open-source components) incorporated into the website, which remain licensed under their own terms; or
(b) DM Digital’s pre-existing tools, methodologies and know-how, which DM Digital licenses to the Client on a non-exclusive, royalty-free, perpetual basis to the extent reasonably necessary to use, maintain and update the website for its intended purpose.
DM Digital may include a reference to the Client (the Client’s name, a short project description and a screenshot of the launched website) in DM Digital’s portfolio and standard marketing materials. The Client may revoke this permission at any time on fourteen (14) days’ written notice, after which DM Digital will remove the reference from future materials. Any other use of the Client’s name, logo or branding (including case studies, testimonials or press) requires the Client’s prior written consent.
We take reasonable steps to ensure the Client’s website remains online and accessible. However, we cannot guarantee 100% uptime, as hosting is subject to the terms and availability of our infrastructure providers.
We are not liable for losses arising from downtime caused by third-party hosting or infrastructure failures, scheduled maintenance, or events outside our reasonable control (see §14, Force Majeure).
Monthly maintenance includes routine tasks as specified in the Client’s service plan. It does not include major redesigns, new feature development or work outside the agreed scope, which will be quoted separately. We will endeavour to complete maintenance requests within 3–5 business days unless otherwise agreed.
Certain elements of the Client’s website operation rely on third-party services outside of DM Digital’s control, including domain registration and DNS management, email services, payment gateways, third-party APIs and integrations, and SSL/TLS certificate authorities (the underlying CA used to issue HTTPS certificates — typically Let’s Encrypt operating through the hosting provider — whose availability and policies are outside DM Digital’s control). DM Digital is not responsible for outages, failures or security incidents arising from those platforms.
Unless explicitly agreed in writing, the Client is responsible for maintaining and renewing its own domain registration. Where DM Digital has been explicitly appointed in writing as the DNS manager for a Client’s domain, we will take reasonable steps to maintain DNS availability; however, our liability remains subject to the limitations set out in §13 and we accept no liability for failures caused by the underlying registrar or DNS infrastructure provider.
SSL/TLS certificates for the Client’s website are issued under the Client’s domain by the hosting provider’s automated certificate authority (typically Let’s Encrypt or equivalent). The Client owns the resulting certificate. Where DM Digital configures HTTPS as part of the initial build or ongoing maintenance, DM Digital does so as the Client’s administrative agent and is not the certificate owner. Ongoing renewal is automated by the hosting provider in normal operation. DM Digital is not liable for downtime, security warnings, browser errors or any other consequences arising from certificate expiry, failed renewal, the Client changing DNS in a way that breaks domain validation, or any failure of the underlying certificate authority or hosting provider’s automated certificate issuance.
Where the Client has been granted access to its website, the Client accepts responsibility for any changes it makes directly. DM Digital is not liable for issues arising from unauthorised or unsupported modifications and may charge for remediation at our standard hourly rate.
The Client is solely responsible for ensuring that all content published on its website is accurate, lawful and does not infringe the rights of any third party. DM Digital accepts no liability for content provided by or approved by the Client.
The Client is responsible for keeping any login credentials secure. DM Digital is not liable for any breach or damage arising from unauthorised access due to the Client sharing, losing or mishandling its credentials.
DM Digital is committed to protecting personal data in accordance with the General Data Protection Regulation (Regulation (EU) 2016/679) (the “GDPR”) and the Data Protection Acts 1988 to 2018.
Where DM Digital processes personal data on behalf of the Client in the course of providing the Services, the DM Digital Data Processing Addendum forms part of these Terms and governs that processing. The DPA contains the parties’ obligations under Article 28 of the GDPR.
Our full Privacy Policy, which sets out what data we collect about the Client itself, is also available on the website.
Nothing in these Terms excludes or limits either party’s liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any other liability which cannot lawfully be excluded or limited under applicable law.
Subject to §13.1, neither party will be liable to the other for any indirect, special or consequential loss, or for loss of profits, loss of revenue, loss of anticipated savings, loss of goodwill or loss of data, in each case whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, even if that party has been advised of the possibility of such loss.
Subject to §13.1, and except in respect of the Client’s payment obligations and DM Digital’s indemnity obligations under §13.5, each party’s total aggregate liability under each SOW (whether in contract, tort, breach of statutory duty or otherwise) is limited to the total fees paid or payable by the Client to DM Digital under that SOW in the twelve (12) months immediately preceding the event giving rise to the liability (or, where the engagement has been running for less than twelve months, the projected fees for the twelve-month period from commencement).
The Client will indemnify and keep indemnified DM Digital against all losses, claims, damages, judgments and reasonable legal costs arising out of or in connection with: (a) any content, materials, data or instructions provided by the Client; (b) the Client’s use of the Services in breach of these Terms or applicable law; or (c) any third-party claim that materials supplied by the Client infringe that third party’s intellectual property, privacy or other rights. This indemnity does not apply to the extent that any such losses arise from DM Digital’s own negligence, wilful default or breach of these Terms.
DM Digital warrants that the bespoke design and code it creates and supplies to the Client (excluding (i) Client-supplied content and (ii) third-party or open-source components, which are governed by their own licences) will not, to DM Digital’s knowledge, infringe the intellectual property rights of any third party.
If a third party brings a claim against the Client alleging that such bespoke deliverables infringe its intellectual property rights, DM Digital will indemnify the Client against direct losses, damages and reasonable legal costs awarded against the Client by a court of competent jurisdiction, subject to the cap in §13.3 and provided the Client (a) promptly notifies DM Digital of the claim, (b) gives DM Digital sole control of the defence and any settlement, and (c) provides reasonable cooperation at DM Digital’s expense. As DM Digital’s sole alternative remedy, DM Digital may at its option (i) procure for the Client the right to continue using the affected deliverable, (ii) modify or replace the deliverable so it is no longer infringing while remaining substantially equivalent, or (iii) refund the fees paid for the affected deliverable on its return.
DM Digital will not be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond our reasonable control (including acts of God, fire, flood, pandemic, war, civil unrest, government action, power failure, internet or telecommunications outages or failure of third-party service providers). Where a force majeure event occurs, we will notify the Client as soon as reasonably practicable and use reasonable endeavours to resume normal service.
If a force majeure event continues for more than sixty (60) consecutive days, either party may terminate the affected SOW on fourteen (14) days’ further written notice. The Client will pay for work properly performed up to the date of termination; neither party will have any further liability to the other for losses caused by the force majeure event.
If the Client cancels a project after work has begun, the Deposit is non-refundable. Any work completed to date beyond the Deposit value will be invoiced and is payable.
Either party may cancel ongoing hosting or maintenance services by giving thirty (30) days’ written notice.
Either party may terminate any active SOW or these Terms with immediate effect by written notice if the other party:
(a) commits a material breach of these Terms or the SOW which is incapable of remedy, or if capable of remedy is not remedied within thirty (30) days of written notice specifying the breach;
(b) becomes insolvent, has an examiner, liquidator, receiver, administrator or similar appointed, makes any arrangement or composition with its creditors, or ceases or threatens to cease to carry on its business; or
(c) undergoes a change of control where the new ultimate controller is a competitor of the terminating party.
DM Digital may also terminate these Terms or any active SOW with immediate effect by written notice if the Client (i) fails to pay any sum due and does not cure the non-payment within fourteen (14) days of a written reminder; (ii) engages in abusive, threatening or dishonest conduct toward DM Digital’s staff; or (iii) asks DM Digital to produce or publish content that is illegal, defamatory or in breach of applicable regulation.
Termination of these Terms or any SOW does not affect any rights or remedies which have accrued before termination. Sections that by their nature should survive termination (including §8, §12, §13, §16 and §21) survive any such termination.
“Confidential Information” means any information disclosed by one party to the other (whether before or after these Terms come into force, and in any form) that is identified as confidential or that a reasonable person would understand to be confidential in the circumstances. It includes business plans, pricing, customer and supplier lists, technical know-how, financial information and the existence and content of any SOW between the parties.
Each party will (a) use the other’s Confidential Information only for the purposes of the engagement; (b) keep it confidential using at least the same standard of care it uses for its own confidential information (and in any event not less than a reasonable standard); and (c) not disclose it to any third party except to its staff and approved subcontractors who need to know for the purposes of the engagement and who are bound by equivalent confidentiality obligations.
These obligations do not apply to information which (a) is or becomes publicly known other than through breach of these Terms; (b) was lawfully known to the receiving party before disclosure, without confidentiality obligations; (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (d) is required to be disclosed by law, regulation or a competent authority (with prompt written notice where lawful).
The obligations in this §16 continue for three (3) years after the end of the engagement.
A binding contract between DM Digital and the Client is formed when the Client accepts a project proposal or SOW in writing and pays the required Deposit. Acceptance may be given by email and will be treated as a legally binding agreement under the Electronic Commerce Act 2000. DM Digital reserves the right to withdraw or amend a proposal at any time prior to acceptance.
The Client may not assign, novate or otherwise transfer its rights or obligations under these Terms or any SOW without DM Digital’s prior written consent (not to be unreasonably withheld). DM Digital may (a) assign these Terms in connection with a sale of substantially all of its business; and (b) subcontract the performance of any part of the Services, provided that DM Digital remains responsible for the performance of its obligations under these Terms.
Any formal notice given under these Terms (including notices of termination, breach or change of control) must be in writing and sent either (a) by hand or pre-paid registered post to the recipient’s registered office (or principal place of business if no registered office); or (b) by email to the address last notified by the recipient for the purposes of legal notices, with delivery confirmed by an acknowledgement reply (not merely an automated delivery receipt). All other communications may be by email.
Each party will comply with all applicable laws relating to anti-bribery, anti-corruption, anti-money-laundering, sanctions and modern slavery (including, in Ireland, the Criminal Justice (Corruption Offences) Act 2018), and will not engage in any conduct that would cause the other party to breach those laws.
These Terms are governed by the laws of Ireland. Any disputes are subject to the exclusive jurisdiction of the Irish courts.
Before commencing court proceedings (other than for urgent injunctive relief), the parties will first attempt in good faith to resolve any dispute by direct discussion between their authorised representatives within fourteen (14) days. If the dispute is not resolved within that period, either party may refer it to mediation under the rules of the Mediators’ Institute of Ireland for a further twenty-one (21) days before commencing proceedings.
DM Digital may amend these Terms from time to time by publishing the amended version at www.dmdigital.ie/terms. Where the Client has an active engagement, DM Digital will give the Client not less than thirty (30) days’ written notice (by email to the Client’s notice address) of any material change. If the Client objects to a material change, the Client may terminate the affected ongoing services on thirty (30) days’ written notice without further charge. Amendments do not apply retroactively to (a) any SOW already signed; or (b) work commenced before the effective date of the amendment.
If any provision of these Terms is held by a court or competent authority to be unlawful, invalid or unenforceable, that provision will be severed from these Terms and the remainder will continue in full force and effect. The parties will negotiate in good faith to replace the severed provision with a valid provision that comes as close as possible to giving effect to the parties’ original intention.
These Terms, together with the signed SOW and the Data Processing Addendum, constitute the entire agreement between the parties in relation to their subject-matter and supersede all prior discussions, proposals and communications, whether oral or written. Neither party has relied on any representation, warranty or statement not expressly set out in these Terms, the SOW or the DPA. Nothing in this Section limits liability for fraud or fraudulent misrepresentation.
If the Client has any questions about these Terms, please get in touch:
DM Digital, Dublin, Ireland
Email: info@dmdigital.ie
Web: www.dmdigital.ie