1. Definitions

In this Agreement, “Agency” refers to Digitalogy Ltd. “Client” refers to the individual, organisation, or authorised representative engaging Digitalogy’s services. “Services” encompass all digital, creative, technical, and consultancy offerings provided by Digitalogy. “Agreement” denotes this set of Terms and Conditions and any supporting documents or schedules.

2. Scope of Services

Digitalogy provides a comprehensive range of digital and creative services, including secure cloud hosting, CMS integration, platform access, custom development, branding and graphic design, consultancy, and end-user support. Each engagement is tailored to the Client’s needs and defined in a project brief or proposal accepted by both parties in writing before commencement.

3. Third-Party Services and Materials

Digitalogy may incorporate third-party tools, materials, or services as part of its delivery process. While we undertake due diligence in their selection and use, Digitalogy shall not be liable for any limitations, delays, or failures resulting from third-party providers.

4. Client Responsibilities

The Client agrees to provide all necessary information, assets, and access required for project delivery in a timely and structured manner. This includes but is not limited to logos, written content, credentials, brand guidelines, and relevant third-party licences. The Client further agrees to provide feedback, approvals, and decisions within reasonable timeframes. Delays in provision may impact the delivery schedule or incur additional charges.

5. Hosting & Infrastructure

All hosting services are delivered via ISO 27001-compliant, UK-based infrastructure. Hosting includes server management, daily encrypted backups, malware scanning, uptime monitoring, and firewall protection. Hosting is provided as a managed service and may not be migrated, transferred, or externally hosted without express permission from Digitalogy. Data is stored and processed in accordance with NHS DSPT and GDPR standards.

6. Intellectual Property

All proprietary frameworks, codebases, CMS components, and hosted systems remain the exclusive intellectual property of Digitalogy Ltd. Access is granted to Clients on a non-exclusive, non-transferable basis under the terms of the service agreement. Clients are not permitted to copy, clone, reverse-engineer, or replicate the Core Platform or any components therein. Any breach of this provision may result in termination of services and legal proceedings.

All original creative works (e.g., branding, graphics, documents, layouts) remain the property of Digitalogy Ltd until full payment is received. On settlement, rights to the final approved deliverables transfer to the Client for the agreed use. This does not extend to fonts, imagery, or third-party resources governed by external licensing terms. Digitalogy reserves the right to display completed work in its portfolio unless the Client requests otherwise in writing.

7. Service Availability & Support

Standard support is available during UK business hours (Mon–Thu: 09:00–17:30; Fri: 09:00–16:30). Support is offered via email, phone, remote tools, or ticket system. After-hours queries are logged and handled on the next working day unless critical. Escalation contacts will be provided for emergencies. Support response times vary by issue severity and are defined in associated SLAs or support contracts.

8. Data Protection & Confidentiality

All data shared with Digitalogy is treated as confidential and handled in compliance with the UK GDPR and the Data Protection Act 2018. Client information is accessed only by authorised personnel and protected through appropriate technical and organisational safeguards including encryption, access controls, and data minimisation.

9. Data Backup & Business Continuity

Full system backups are completed daily, retained for a rolling 30-day period, and stored on secure UK infrastructure. Our disaster recovery procedure aims to restore critical services within 4–6 business hours of failure. These procedures form part of a comprehensive continuity strategy reviewed on a quarterly basis.

10. Accreditation & Compliance

Digitalogy holds valid Cyber Essentials and Cyber Assurance certifications, reviewed annually. We maintain active alignment with NHS DSPT frameworks and regularly train team members on compliance, security, and accessibility. Digitalogy is also registered with the ICO as a data controller and processes all personal data accordingly.

11. Payment Terms

All projects and service retainers are invoiced in advance unless otherwise agreed. Invoices are due within 30 calendar days. Digitalogy reserves the right to suspend work for late payments and apply interest at a rate of 2% per month on overdue amounts. Work not covered by agreement will be quoted separately.

12. Termination

Hosting and Support Agreement shall run for an initial period of five (5) years unless otherwise specified in the proposal. Thereafter, it will renew automatically on a 12-month rolling basis. Either party may terminate by providing at least 12 months’ written notice. The Client may also terminate on 30 days’ notice subject to payment for completed work. The Agency reserves the right to terminate immediately in the event of breach or non-payment.

In the case of traditional creative or design projects delivered under a fixed or milestone-based agreement, either party may terminate the project at any time by providing written notice. The Client shall be liable for all work completed up to the date of termination, including any time spent on concepts, revisions, or development stages not yet delivered. Any advance payments will be reconciled against work undertaken, and any outstanding balance shall be invoiced accordingly. Upon termination, Digitalogy Ltd retains the rights to all concepts and design assets not fully paid for.

13. Limitation of Liability

Digitalogy’s liability for any claim arising out of the Agreement is limited to the total fees paid by the Client for Services in the 12 months preceding the claim. We accept no liability for indirect or consequential loss including loss of data, revenue, or reputation.

14. Force Majeure

Digitalogy will not be liable for any failure to deliver services caused by circumstances outside of our reasonable control, including but not limited to natural disasters, government restrictions, supply chain issues, or industrial action.

15. Dispute Resolution

Any dispute will first be subject to resolution by mutual discussion. Failing that, mediation will be attempted. If mediation fails, the matter will be referred to arbitration or litigation. This Agreement is governed by the laws of England and Wales and falls under the exclusive jurisdiction of the English courts.

16. Acceptance

By commissioning work, accepting a quote, signing a proposal, or using Digitalogy Ltd services, the Client confirms acceptance of these Terms and Conditions. These Terms supersede any prior written or oral agreements and may only be amended in writing signed by both parties.