Terms of Service

Project Commencement

• 1.1 The project will not begin until Whitehat receives proof of payment for the first phase of the project from the client (The Discovery Phase). Whitehat will specify an estimated start and delivery date.
• 1.2 Whitehat is not responsible for delays resulting from the client’s action or inaction.
• 1.3 Commencement of and payment for the Retainer Phase of work will begin no later than three months after the completion of the initial 1 'Discovery Phase' of work - unless by mutual written agreement.

• 3.1 The CUSTOMER shall pay Whitehat per PROJECT (Individually costed on-off work items):
  • 3.1.1 50% of all project costs for the first phase of the project upfront prior to the project start date which will start once proof of payment has been received;
  • 3.1.2 50% of the remaining project costs are to be paid upon completion and is payable 7 days from the presentation of the Invoice.
  • 3.1.3 For additional services rendered by Whitehat, the Customer shall pay Whitehat the amount agreed to by the Parties in accordance with the signed contractual agreement.
• 3.2 The client shall pay Whitehat per RETAINER (Ongoing work such as Inbound Marketing, SEO Done-For-You, or SEO Done-With-You, PPC (Google Adwords)):
  • 3.2.1 The monthly or quarterly retainer cost is invoiced in advance and is payable 7 days from the invoice date unless otherwise stated.
  • 3.2.2 Failure to meet the deadline mentioned above, Whitehat shall reserve the right to pause the project until payment is received. This may impact project deadlines and deliverables which may extend well beyond the time of the pause due to the knock-on effect on team scheduling.
  • 3.2.3 Failure to meet the deadline mentioned above, Whitehat shall charge the Customer, in its next invoice, a Service Surcharge which shall include a late fee of £100 (one hundred pounds) per month, plus 0.5% interest per day on outstanding debts until the date on which payments is due.
  • 3.2.4 Whitehat may cancel the services with 7 days prior notice to the Customer if payments are not made on time.
  • 3.2.5 In the event of a default, the Customer shall be liable for any and all legal fees of Whitehat, as well as the costs incurred by Whitehat to collect any balance due through the entire legal process up to the appeal level; and even if no lawsuit is filed.
  • 3.2.6 Any unpaid invoice will be passed over to an external agency for collection. This may result in additional collection fees and potential court action.
  • 3.2.7 Work carried out on retainer is determined at the start of each quarterly work sprint.
  • 3.2.8 Failure to agree to a schedule of work for a particular work sprint within 30 days of the invoice payment due date will result in the permanent loss of that work for that month. However, payment will still be due as work credit is not carried forward to the next month or quarter.
  • 3.2.9 Failure to pay an invoice within 30 days of the invoice payment due date may result in that month's work being lost and no credits will be carried forward to the next month. Payment will still be due.
  • 3.2.10 Inbound Marketing (HubSpot) retainers run for a minimum of 6 months unless otherwise agreed in a separate contract.
  • 3.2.11 SEO (DFY & FWY) & PPC (Google Adwords) retainers run for a minimum of 6 months unless otherwise agreed in a separate contract.

•  
• 3.3 Interest, Compensation & Costs
  • 3.3.1 We reserve the right to claim interest, compensation, and reasonable costs under the Late Payment of Commercial Debts (Interest) Act 1998 and it is agreed that the term implied by that Act shall apply after any judgement as well as before. Any reference to the Late Payment of Commercial Debts (Interest) Act 1998 is also a reference to any amendment, modification or re-enactment of it. If for any reason the Late Payment of Commercial Debts (Interest) Act 1998 does not apply interest shall be payable on overdue amounts at 8% over the Bank of England Base Rate from time to time.
  • 3.3.2 Without prejudice to our right to claim costs under the Late Payment of Commercial Debts (Interest) Act 1998, if for any reason any payment is not made when due we reserve the right to be paid on an indemnity basis any costs we incur in recovering any money due under this contract (and the costs of recovering such costs) including our administrative costs and any costs incurred with lawyers or debt collection agencies. Our administrative costs may include the cost of employing the staff concerned and the overheads attributable to them for the time spent. In calculating our administrative costs credit will be given for any compensation due under the Late Payment of Commercial Debts (Interest) Act 1998.
  • 3.3.3 If proceedings are issued a minimum contribution of £500 (in addition to the fixed costs of the issue) will be claimed towards any costs incurred with lawyers.

Whitehat shall be entitled to enter into any sub-contract with any person or entity for the performance of any part of this Agreement, without the consent of the Client, it being agreed that, notwithstanding such sub-contracting, Whitehat shall remain responsible for all its obligations as provided for in the Agreement, including confidentiality obligations with subcontractor(s).

• 7.1. SEO Projects (Done-ForYou or Done With You) and PPC (Google Adwords) Projects run for a minimum of six months and after that may be terminated by either party with 30 days' notice unless agreed differently in a separate signed contract.
• 7.2. An agile retainer (Inbound Marketing on HubSpot) runs for at least 3 months (or longer if specified in the signed agreement) and may be terminated by either party with 90 days' notice. If termination is requested while the contract has time left to run, it will have to run its course with payment due, and at the end of the sprint, all work will stop

Should the project scope change, an additional quote can be provided to accommodate the additional desired deliverable. Whitehat only commits to providing the deliverable listed in an accepted quote.

• 4.1 Two reverts are allowed for each piece of content produced, thereafter a revised cost estimate is to be provided for additional changes/work.
• 4.2 The Client owns all content produced, HTML/CSS/Javascript code, visual design, pictures and or images and Source Code.
• 4.3 All requested images used in blog posts will be sourced using Google Images or the use of free stock image services specified by the client unless photography is supplied by the client or the client has purchased custom-designed imagery or the custom-designed imagery has been included in the retainer.

The following are not covered under any quote and will be priced separately:

1. Subscription to any platform or software.
2. Website updates that cannot be done through a common CMS.
3. Media spend

• 8.1. Interpretation:
  • 8.1.1. "Revert": After a project has been handed over to the client for review and feedback, a revert allows a client to ‘reply’ with changes on the work we have delivered in accordance with the initial project scope, without incurring additional costs.
  • 8.1.2. "Project sign-off":
    • 8.1.2.1. All changes in both revert one and two have been resolved, and the client has accepted these changes.
    • 8.1.2.2. Should Whitehat not receive any feedback from the client within 7 days of submitting the final written confirmation to the client, regarding the completion of the project, Whitehat will deem that project as accepted by the client and will invoice the remaining balance of the project.
• 8.2. Policy:
  • 8.2.1. Two reverts are allowed for each project item/deliverable produced, thereafter a revised cost estimate will be raised for any additional changes. The first revert needs to be as detailed as possible as to cover all bases as the second revert can only be on the changes requested in the first round.
  • 8.2.1.1. What does this mean for the client:
    • It is the client’s responsibility to go through all delivered items carefully and make a concise list of any changes/reverts that you would like implemented and communicate this to Whitehat.
    • Avoid sending changes one-by-one as this can be extremely hard to keep track of and some requested changes could be missed. Each list of documented changes will be treated as a revert.
    • When you’re on list number three, additional costs to implement these changes could be incurred.
    • Number of days between delivering something for review and receiving the feedback/changes
  • 8.2.1.2. What does this mean for Whitehat:
    • It is up to Whitehat to ensure that the client understands this revert policy
    • Whitehat may query reverts and ask for extra clarification on the changes requested before changes get implemented.