Service Contract

Socially Enterprise Ltd Trading as DigiSpark

This Service Contract is Between "us", Socially Enterprise Ltd/DigiSpark, and "you/your business/business/client", receiving the services.

1.0 Services Rendered

INITIAL STRATEGY & DESIGN

To start the project, we will deliver the initial strategy and the design for the first time. This is the opportunity that if you're not happy with the direction our work is taking, you will pay us in full for everything we've produced and all the work hours completed up to that point and then cancel this contract.

2.0 Mutual Cooperation

We agree to use our best efforts to fulfil and exceed your expectations on the deliverables listed above. You agree to aid us in doing so by making available to us needed information pertaining to your website and to cooperate with us in expediting the work. You acknowledge and agree to the timeframe and expectations set out in the campaign setup and execution section of this agreement. You understand that the timeframes we provide are guides, and that unforeseen delays are part of the marketing and development process.

3.0 Charges for Services Performed

Requests above and beyond those listed in the quotation you received, may be considered out-of-scope and an amendment to the budget will be recommended. Projects that go dormant for longer than 45 days may incur a setup fee to resume work at the discretion of Socially Enterprise Ltd.

ERRORS

We can't guarantee that our work will be error-free (we're human!) so we can't be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you've advised us of them.

4.0 Terms of Payment

4.1 BILLING SCHEDULE

We're sure you understand how important it is as a small business that you pay the invoices that we send you promptly. We're also sure you'll want to maintain a positive working relationship and keep the project moving forward, so you agree to stick tight to the following payment schedule.

Socially Enterprise Ltd will provide you with a subscription payment link or an invoice for payment on the agreed date specified during the quotation phase. Socially Enterprise Ltd will supply your business with all necessary Invoices for payments within a reasonable amount of time. (if applicable)

4.2 CLIENT AGREEMENT TO PAY

You agree to pay the invoice upon receipt or by the agreed due date specified in the Invoice. For some campaigns, we may require a deposit or setup fee which should be paid in full as specified in the quotation. Every invoice after that will have 14 day payment terms. In the event payment is not made within 14 days, Socially Enterprise Ltd will charge a late payment fee of 3% per month on any overdue and unpaid balance, to cover the manpower, interest, and other costs Socially Enterprise Ltd pays for carrying overdue invoices from your business. In addition, Socially Enterprise Ltd reserves the right to stop work until payment is received.

4.3 COLLECTION COSTS

In the event that we incur legal fees, costs and disbursements in an effort to collect our invoices, in addition to interest on the unpaid balance, you agree to reimburse us for these expenses.

5.0 Cancellation of Plans

You have the right to modify, reject, cancel or stop any and all plans or work in process. However, you agree to reimburse us for all costs and expenses we incurred prior to your change in instructions, and which relate to non-cancelable commitments, and to defend, indemnify and hold us harmless for any liability relating to such action.

6.0 Responsibilities of Socially Enterprise Ltd and Your Business

6.1 SOCIALLY ENTERPRISE LTD RESPONSIBILITY FOR RELEASES

We shall obtain releases, licenses, permits or other authorisation to use testimonials, copyrighted materials, photographs, artwork or any other property or rights belonging to third parties obtained by us for use in performing services for you (If applicable).

6.2 YOUR BUSINESS RESPONSIBILITY FOR RELEASES

You guarantee that all elements of text, images, or other artwork you provide are either owned by your good selves, or that you have permission to use them.

6.3 CLIENT RESPONSIBILITY FOR ACCURACY

You shall be responsible for the accuracy, completeness and propriety of information concerning your products and services which you furnish to us verbally or in writing in connection with the performance of this Agreement.

7.0 Term and Termination

7.1 Period of Agreement and Notice of Termination

This Agreement is effective until terminated by either party upon not less than 30 days' notice in writing given by either party to the other.

7.2 TERMINATION FOR CAUSE

Either party to this Agreement may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations and the default is not cured within thirty (30) days of the receipt of notice of said default, or if the default is not reasonably curable within said period of time, unless the defaulting party commences cure within said period of time and diligently proceeds to cure the default.

In addition, either party may immediately terminate this Agreement by giving written notice to the other party if the other party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction, if the other party makes an assignment for the benefit of creditors, if a trustee, or similar agent is appointed with respect to any property or business of the other party, or in the case of the Client, if the Client materially breaches its obligations to make payment pursuant to this Agreement.

7.3 PAYMENT FOR NON-CANCELABLE MATERIALS?

Any non-cancelable materials, services, etc, we have properly committed ourselves to purchase for your account, (either specifically or as part of a plan such as modules, photography and/or external services) shall be paid for by you, in accordance with the provisions of this Agreement. We agree to use our best efforts to minimise such liabilities immediately upon written notification from you.We will provide written proof, upon request that any such materials and services, are non cancelable.

7.4 MATERIALS UNPAID FOR

If upon termination there exist any materials furnished by us or any services performed by us for which you have not paid us in full, until such time as you have paid us in full you agree not to use any such materials, in whole or in part, or the product of such services.

7.5 TRANSFER OF MATERIALS

Upon termination of this agreement, provided that there is no outstanding indebtedness then owing by your business to Socially Enterprise Ltd, Socially Enterprise Ltd shall transfer, assign and make available to Your Business all property and materials in its possession or control belonging to Your Business. Your Business agrees to pay for all costs associated with the transfer of materials.

8.0 General Provisions

8.1 GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of England in the United Kingdom.

8.2 REPRESENTATIONS AND WARRANTIES

The parties each individually represent and warrant that each has full power and authority to enter into this Agreement and to perform all of their obligations hereunder without violating the legal or equitable rights of any third party.

9.0 Managed Software, Website & Data Portability

9.1 Definitions
(a) Software means any software, applications, tools, code, scripts, workflows, AI agents, website CMS, themes, plug-ins, templates, configurations and administration panels provided by Socially Enterprise Ltd t/a DigiSpark (“we/us”) in connection with the Services (including updates and replacements).
(b) Client Data means all data, content and assets you (or your users) provide to, upload to or generate within the Software or website during the Term, including contact lists, leads, form submissions, media, copy and business-specific settings.
(c) Background IP means intellectual property owned or controlled by us before, or developed by us independently of, this Agreement, together with any improvements, derivatives or generally applicable tools we create while delivering the Services.

9.2 Intellectual Property Ownership
All right, title and interest in and to the Software and our Background IP (including, without limitation, source code, database schemas, admin panels, configurations, workflows, templates and know-how) remain ours. No ownership in the Software or our Background IP transfers to you under this Agreement.

9.3 Licence to Use the Software (During the Term)
Subject to timely payment of all fees, we grant you a non-exclusive, non-transferable, revocable licence for the Term to access and use the Software solely for your internal business purposes as part of the Services. You must not (and must not allow any third party to) copy, modify, adapt, translate, reverse engineer, decompile, disassemble, sublicense, resell, provide or otherwise make available the Software (including any back-end or administration panel) except through the user interfaces we expressly provide.

9.4 Domain Names
Where a domain name is owned by you, then upon termination of the Services and provided all sums due to us are paid in full, we will reasonably assist with transferring that domain to a registrar account nominated by you. Registrar transfer fees and any third-party costs are your responsibility. If a domain was registered by us on your behalf, we will transfer or reassign it to you upon settlement of all outstanding fees and reasonable transfer costs.

9.5 Data Export & Portability (End of Service)
Like other SaaS providers (e.g. HubSpot), you may export your own data but not our software. Accordingly, upon termination of the Services (or upon reasonable request during the Term) and provided all sums due to us are paid in full:
(a) we will provide a one-off export of Client Data in a commonly used, machine-readable format (e.g. CSV, JSON and a ZIP of media where reasonably practicable) within 14 working days;
(b) the export will include Client Data such as contacts, leads, form submissions and site content that you supplied or generated;
(c) the export will not include the Software, source code, database schemas, admin panel, system configuration files, pipelines, automations, templates, libraries, or any analytics models or other materials that comprise our Background IP. Aggregate analytics may be provided as summary figures only.

Additional or repeated exports, bespoke mappings, reformatting, or migration assistance are chargeable at our then-current rates.

9.6 Access on Termination & Deletion
On termination or suspension for non-payment, access to the Software (including any admin panel) will cease. Where all sums due are paid, we will either (i) perform the export under clause 9.5, or (ii) at our discretion, provide time-limited access solely to facilitate your export. We may delete or archive Client Data 30 days after termination, subject to any legal obligations to retain it.

9.7 Third-Party Platforms & Tools
If any element of the Services uses a third-party platform (for example, marketing automation, CRM or hosting), your data export options are subject to that platform’s functionality and terms. We are not responsible for third-party delays, limitations or fees.

9.8 Relationship with Clause 7.5 (Transfer of Materials)
For clarity, references in clause 7.5 to “property and materials belonging to Your Business” do not include the Software, source code, admin panel, templates, workflows, configurations or any other Background IP owned by us. Clause 7.5 does include Client Data.

9.9 Transition Assistance (Optional)
At your request, we can provide reasonable transition assistance (e.g. liaising with your new supplier, reconfiguring DNS, additional exports or migrations). Such assistance is outside the scope of the Services and is chargeable at our then-current rates plus third-party costs.

9.10 Survival
Your obligations under clauses 9.2 and 9.3, and our rights in our Background IP, together with clause 9.6 (to the extent applicable) and 9.9, shall survive termination.

9.11 ENTIRE AGREEMENT

Except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole and entire Agreement and understanding between the parties hereto as to the subject matter hereof, and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.

HOW CAN YOU CONTACT US 

If you have questions or comments about this notice, or to contact us about disclosing the data we have associated with you, you may contact us by post at: Top Floor Claridon House, London Road, Stanford Le Hope, Essex, England, SS17 0JU or by email at [email protected]