These terms set out the basis on which CitiIT Limited supplies IT support, IT consultancy, website design and build, branding and related digital services, and the basis on which you may use this website. Please read them carefully. By engaging us, or by continuing to use this site, you accept these terms.
01 About us and these terms
CitiIT Limited (“CitiIT”, “we”, “us”) is a company registered in England and Wales under company number 15811174, with VAT registration number 473 5892 49 and registered office at [REGISTERED OFFICE ADDRESS]. You can reach us at david@dpaul.studio.
In these terms, “you” or “the Client” means the person or organisation engaging us; “Services” means the work described in our quote, proposal or statement of work; and “Deliverables” means anything we produce and supply to you as part of the Services.
These terms apply to every engagement between us. Any terms you seek to impose or incorporate — for example on a purchase order or in your own standard conditions — do not form part of the contract unless we have agreed to them in writing.
02 Use of this website
This website is provided free of charge and for general information about our services. We may change, suspend or withdraw it at any time without notice, and we do not guarantee it will always be available or uninterrupted.
We take care to keep the content accurate, but it is not advice on which you should rely. You should take professional or specialist advice before acting on anything you read here.
You agree not to misuse this site, including by attempting to gain unauthorised access to it, introducing malicious code, or using it in any way that is unlawful or that could damage or impair it.
Where this site links to third-party websites, those links are provided for convenience only. We have no control over the content of those sites and accept no responsibility for them.
The connection speed check offered on this site is provided as a free convenience tool and gives an indicative result only. It should not be relied on as a measurement of your contracted broadband performance.
03 Quotes and acceptance
Quotes and proposals are valid for 30 days unless we state otherwise, and are not an offer capable of acceptance until we confirm the engagement. A contract is formed when you accept our quote in writing (including by email), issue a purchase order we accept, pay a deposit, or instruct us to begin work.
Quotes are based on the information available to us at the time. If the requirements, scope or volume of work change materially, or if information you provided proves to be inaccurate or incomplete, we will tell you and agree a revised price with you before continuing.
Work outside the agreed scope is chargeable at our standard rates and will be agreed in writing before we carry it out.
04 Our services
We will perform the Services with reasonable care and skill, using appropriately experienced people, in accordance with generally accepted industry practice.
Any timescales we give are estimates made in good faith. Time is not of the essence unless we have expressly agreed otherwise in writing.
Support services
Where we provide ongoing support, response and resolution targets are as stated in the applicable service schedule. Response times refer to the time within which we begin working on an issue, not the time within which it will be resolved — resolution times depend on the nature of the fault and on third parties outside our control.
Out-of-hours support — evenings, weekends and bank holidays — is charged at our out-of-hours rates unless your agreement includes it.
Design and build projects
Website, branding and design work is delivered in stages as set out in the proposal. Each stage includes a reasonable number of revision rounds, stated in the proposal; further revisions are chargeable. Where you approve a stage in writing, later changes to that stage are treated as a variation and charged accordingly.
If you do not provide feedback, content or approval within 30 days, we may treat the stage as approved and invoice for it, or place the project on hold and charge a reasonable remobilisation fee to restart.
05 Charges and expenses
- Charges are as set out in our quote, proposal or current rate card.
- Prices are exclusive of VAT unless we state otherwise. Where a price is shown or quoted as inclusive of VAT, that figure is the total payable and no VAT is added on top. VAT is charged at the prevailing rate.
- Time-based work is charged in [MINIMUM BILLING INCREMENT, e.g. 30-minute] units, with a minimum charge of [MINIMUM CALL-OUT, e.g. one hour] for on-site attendance.
- Travel time and mileage beyond [TRAVEL RADIUS, e.g. 20 miles] of Maidenhead are chargeable at our published rates.
- Reasonable expenses incurred on your behalf — hardware, software licences, domain fees, hosting, stock imagery, fonts, third-party subscriptions and parking — are recharged at cost unless the quote says they are included.
- We may review our rates annually and will give you at least 30 days’ written notice of any increase affecting an ongoing agreement.
06 Payment terms
- Invoices are payable within [PAYMENT TERMS, e.g. 14] days of the invoice date unless agreed otherwise in writing.
- Projects over [DEPOSIT THRESHOLD] require a deposit of [DEPOSIT %] before work begins. The deposit is non-refundable once work has started, save to the extent it exceeds the value of work performed.
- Recurring support agreements are invoiced [BILLING FREQUENCY, e.g. monthly in advance].
- Payment is made by bank transfer to the account shown on the invoice. We do not accept cash.
- All sums are payable in full without set-off, deduction or withholding.
If an invoice is not paid on time, we may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998 — interest at 8% above the Bank of England base rate, plus the statutory fixed sum — and may suspend the Services, including support, hosting and access to work in progress, on giving you written notice. We will not exercise this right unreasonably, and will restore the Services promptly once payment is received.
You remain responsible for renewal fees on domains, hosting, licences and subscriptions purchased in your name. We are not liable for any loss arising from a lapse where you have not paid a renewal invoice on time.
07 Your responsibilities
To allow us to deliver the Services, you agree to:
- Provide accurate instructions, information, content and materials in good time, and give timely decisions and approvals.
- Give us safe and reasonable access to premises, systems, networks and accounts as needed, and provide the necessary credentials and permissions.
- Confirm that you own or have the right to use any content, imagery, fonts, code or data you supply to us, and that our use of it will not infringe anyone’s rights.
- Hold valid licences for all software we are asked to install, configure or support. We will not install unlicensed software and may decline to work on systems where licensing cannot be evidenced.
- Confirm you are authorised to instruct work on the systems concerned.
- Maintain your own current, verified backups of all data before we carry out any work.
Data loss is always a risk when working on computer systems, however carefully the work is carried out. It is your responsibility to keep a complete and tested backup of your data before we begin any work.
Where we have been engaged to manage your backups, we will do so with reasonable care and skill, but no backup system can be guaranteed to be complete or fully recoverable in every circumstance.
If we are delayed or prevented from performing the Services by your act or omission, we are not liable for the resulting delay and may charge for time and costs reasonably incurred as a result.
08 Third-party products and services
The Services often involve hardware, software, cloud platforms, hosting, domains and connectivity supplied by third parties. Those products are subject to the third party’s own terms, licences and warranties, which you accept apply to you.
We will pass on the benefit of any manufacturer or supplier warranty where we are able to, but we do not ourselves warrant third-party products and are not responsible for their performance, availability, pricing changes or discontinuation.
Where we procure a product on your behalf, we act as your agent for that purchase and the item is supplied on the third party’s terms.
09 Intellectual property
Deliverables
On receipt of payment in full for the relevant work, we assign to you the intellectual property rights in the final Deliverables created specifically for you — for example, your logo, brand assets and bespoke website design. Until payment is received in full, all rights remain with us and any licence to use the Deliverables is provisional and revocable.
What we keep
We retain ownership of our pre-existing materials, know-how, tools, frameworks, libraries, code snippets and general techniques, including anything developed before or independently of the engagement. Where these are embedded in a Deliverable, we grant you a perpetual, non-exclusive, royalty-free licence to use them as part of that Deliverable.
Concepts, drafts and design routes not selected by you remain our property.
Open source and licensed assets
Deliverables may include open-source components, stock imagery or licensed fonts governed by their own terms, which are passed through to you. Where a licence must be held in your name, you are responsible for maintaining it.
Portfolio
Unless you tell us otherwise in writing, we may describe and display the work we have done for you — including screenshots, images and your name and logo — in our portfolio, on this website, at dpaul.studio and in marketing materials. We will not disclose confidential information in doing so, and will remove such material on your written request.
10 Data protection
Each party will comply with its obligations under the UK GDPR and the Data Protection Act 2018. Our Privacy Policy explains how we handle personal data.
Where we process personal data on your behalf in the course of the Services, you are the controller and we are the processor. We will process that data only on your documented instructions, keep it confidential, apply appropriate technical and organisational measures, assist you with data subject requests and breach obligations, not engage a sub-processor without your authorisation, and delete or return the data at the end of the engagement unless required by law to retain it.
For ongoing engagements involving personal data, a separate data processing agreement should be signed. We will provide one on request, and it will take precedence over this section in the event of any conflict.
11 Confidentiality
Each party will keep confidential all non-public information disclosed by the other, and will use it only for the purposes of the engagement. This obligation does not apply to information that is or becomes public through no fault of the receiving party, was already lawfully known, is independently developed, or must be disclosed by law or by a regulator.
These obligations continue for five years after the engagement ends, and indefinitely in respect of trade secrets and credentials.
12 Warranties
We warrant that the Services will be performed with reasonable care and skill, and that we have the authority to enter into this contract.
For website and software Deliverables, we will correct any defect reported within [WARRANTY PERIOD, e.g. 30] days of delivery that causes the Deliverable to fail to perform as agreed, at no charge. This warranty does not cover faults caused by changes made by you or a third party, by third-party platform or browser updates, by hosting or connectivity issues outside our control, or by use other than as intended.
Beyond the warranties expressly given here, and to the fullest extent permitted by law, all other warranties, conditions and terms implied by statute or common law are excluded. We do not warrant that any system will be free from faults, interruption or security incidents.
13 Limitation of liability
Nothing in these terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, for breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982, or for any other liability that cannot lawfully be limited or excluded — including a consumer’s statutory rights.
Subject to that paragraph:
- We are not liable for loss of profit, loss of business or revenue, loss of anticipated savings, loss of goodwill, business interruption, or for any loss or corruption of data where you have not maintained an adequate backup.
- We are not liable for any indirect or consequential loss, however arising.
- Our total liability arising out of or in connection with an engagement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total charges paid by you to us under that engagement in the 12 months preceding the event giving rise to the claim.
You must notify us of any claim within 12 months of becoming aware of the circumstances giving rise to it.
These limits reflect the fees charged and the allocation of risk between us. We recommend you maintain your own insurance for business interruption and data loss.
14 Cancellation, rescheduling and no-shows
- Booked on-site appointments cancelled with less than [CANCELLATION NOTICE, e.g. 24 hours] notice may be charged at [CANCELLATION FEE, e.g. 50%] of the booked time.
- If we attend a booked appointment and cannot gain access or carry out the work for reasons attributable to you, the visit is chargeable in full.
- If you cancel a project after work has begun, you must pay for all work carried out to the date of cancellation, together with any third-party costs we have committed to on your behalf.
- Recurring support agreements may be ended by either party on [NOTICE PERIOD, e.g. 30 days] written notice, unless a minimum term applies.
15 If you are a consumer
This section applies only where you engage us as a consumer — that is, wholly or mainly for purposes outside a trade, business, craft or profession. Nothing in these terms affects your statutory rights.
Under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, where a contract is made at a distance or away from our business premises, you have the right to cancel within 14 days of entering into it, without giving a reason. To cancel, simply tell us in writing by email or post within that period.
If you ask us to start work during the 14-day cancellation period and then cancel, you must pay for the services provided up to the point of cancellation, in proportion to what has been supplied. If the Services are fully performed within the cancellation period at your express request, you lose the right to cancel.
Your rights under the Consumer Rights Act 2015 — including that services must be carried out with reasonable care and skill, within a reasonable time and for a reasonable price where not agreed in advance — apply in full and are not affected by these terms.
16 Termination
Either party may terminate an engagement immediately by written notice if the other commits a material breach that is not remedied within 14 days of being asked to do so, or becomes insolvent, enters administration or liquidation, or ceases to trade.
On termination, you must pay for all Services performed and costs committed up to the termination date. We will, on request and once payment is up to date, hand over passwords, files and access in our possession relating to your systems, and provide reasonable assistance with transition at our standard rates.
Clauses that by their nature should survive termination — including intellectual property, confidentiality, data protection, liability and governing law — continue to apply.
17 Events beyond our control
We are not liable for any failure or delay in performing the Services caused by events beyond our reasonable control, including power or internet failure, failures of third-party platforms or suppliers, cyber attack, fire, flood, severe weather, epidemic, industrial action, or acts of government. We will tell you promptly and use reasonable efforts to minimise the effect. If the event continues for more than 30 days, either party may terminate the affected engagement without liability.
18 General
- Entire agreement. These terms, together with our quote or proposal, form the whole agreement between us and replace any earlier discussions. Neither party relies on any statement not set out in them, though nothing excludes liability for fraudulent misrepresentation.
- Variation. Changes to these terms are effective only when agreed in writing.
- Assignment. You may not transfer your rights or obligations without our written consent. We may subcontract parts of the Services but remain responsible for them.
- Non-solicitation. Neither party will directly employ or engage the other’s personnel involved in the Services during the engagement or for six months afterwards, without written consent.
- Third parties. No one other than you and us has any right to enforce these terms under the Contracts (Rights of Third Parties) Act 1999.
- Severance. If any provision is found to be unlawful or unenforceable, the remaining provisions continue in force.
- Waiver. A delay in enforcing a right is not a waiver of it.
- Notices. Notices must be in writing and sent by email to the addresses used for the engagement, or by post to the registered office.
19 Governing law and jurisdiction
These terms and any dispute arising out of them are governed by the law of England and Wales, and both parties submit to the exclusive jurisdiction of the courts of England and Wales. If you are a consumer resident elsewhere in the UK, you may also bring proceedings in the courts of the country in which you live.
20 Complaints
If something has gone wrong, please tell us. Email david@dpaul.studio with the details and we will acknowledge it within 5 working days and aim to resolve it within 20 working days. We would always rather put things right directly.