Terms of business

In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Business Day” means any day (other than Saturday, Sunday or a public holiday in England) when the banks in London are open for their full range of normal business.

“Client” means the dental practice, company, firm or body engaging the Developer to perform the Services.

“Contract” means these Terms and Conditions as may be amended from time to time concerning the performance of the Services, together with any Quotation.

“Developer” means WDL Digital Ltd trading as Open Wide Websites, a company registered in England and Wales under company registration number 12944648 and whose registered office is at 124 City Road, London, England, EC1V 2NX, and which carries on the business of providing the Services.

“Essential Plan” means the monthly website care plan included with every build, covering hosting, security, backups, monitoring, a monthly content-change allowance and an annual GDC and CQC website compliance check.

“Fees” means the total fees payable to the Developer for the Services as set out in the Quotation, together with any fees arising as a result of a change to the Services.

“Final Instalment” means payment of the remaining 50% of the total Fees payable by the Client on completion of the website design and build Services.

“First Instalment” means the non-refundable deposit equal to 50% of the total Fees for the website design and build Services, payable on commencement of the Contract.

“Growth Plan” means either of the optional monthly plans, Visibility or Authority, as set out in the Quotation.

“Quotation” means the quotation presented to the Client by the Developer setting out the Services required and the applicable package.

“Services” means the services in respect of the Website including graphical design, copywriting, HTML, CSS, JavaScript, structured data and related computer programming languages as set out in the Quotation, together with any Essential Plan or Growth Plan services provided on a rolling basis.

“UK Data Protection Legislation” means the Data Protection Act 2018 and the UK General Data Protection Regulation (as defined in section 3(10), as supplemented by section 205(4), of that Act) as amended from time to time.

“Website” means the Client’s website to be developed by the Developer in accordance with the Services pursuant to the Contract.

3.1. The Developer shall provide the Services in accordance with the package set out in the Quotation, being Starter, Practice or Group.

3.2. The Client may request additional services that do not form part of the original Quotation at any time, and the Developer will provide a further Quotation for those services.

3.3. The Developer will use commercially reasonable efforts to complete the Services in a timely manner. Stated timescales, being approximately two to three weeks for a Starter build, three to four weeks for a Practice build and from five weeks for a Group build, are estimates only and assume content is supplied promptly and feedback is returned within five Business Days. Time shall not be of the essence.

3.4. The Developer shall be responsible for the quality of the Services and shall ensure all work is performed with reasonable care and skill.

3.5. The Client agrees to provide any information and content required by the Developer within 14 days of request. Where the required information is not provided within that period, the Developer may complete the Website using placeholder structures for the Client to populate, at which point the Services will be treated as complete and all Fees become due and payable.

3.6. Responsibility for the accuracy of clinical, pricing and regulatory information on the Website rests with the Client. This includes treatment fees, clinician names, GDC registration numbers, qualifications, specialist list entries and CQC registration details. The Developer will publish what the Client supplies.

3.7. The Developer is not responsible for proofreading content supplied by the Client or for verifying that it has not been taken from another source. The Client warrants that all content it supplies is original or properly licensed.

5.1. All copyright subsisting in the completed designs, images, pages, code and source files comprising the Website and created by the Developer shall be assigned to the Client on payment of the Final Instalment. Until the Final Instalment and any outstanding Fees have been paid in full, ownership of all materials produced remains vested in the Developer.

5.2. On such assignment, the Developer waives all moral rights in respect of such materials arising under Chapter IV of the Copyright, Designs and Patents Act 1988.

5.3. The Client warrants that all media and content made available to the Developer is either owned by the Client or used with the full permission of the original authors, and indemnifies the Developer against any claim and all costs arising from the use of supplied media and content.

5.4. The Client agrees that the Developer may include a development credit and link within the code and, where agreed, in the footer of the Website.

5.5. The Client agrees that the Developer may include work done for the Client in a portfolio of work, unless the Client asks in writing that it does not.

5.6. The Client agrees to abide by the terms of any third-party software or media included in the Services. The Developer will inform the Client before use of any such third-party service, and it is the Client’s responsibility to review and accept those third parties’ terms.

7.1. Websites built by the Developer are static sites deployed to a third-party hosting platform. Hosting, SSL and deployment are included within the Essential Plan.

7.2. The Developer may, at its discretion but is not obliged to, arrange domain name registration through a third-party registrar on the Client’s behalf.

7.3. Registration of a domain name does not provide any endorsement of the right to use that name. The Client is responsible for ensuring it has due title to the domain name and indemnifies the Developer against any claim or cost arising from its registration or use.

7.4. Where the Client holds its own domain, the Client is responsible for maintaining that registration and for keeping its registrar contact details current. Failure to do so may result in renewal notices not being received and the loss of the domain, for which the Developer is not responsible.

7.5. Any support relating to domain names, third-party hosting and email services is between the Client and that third-party provider.

7.6. Where the Client elects to host the Website elsewhere, the Client is solely responsible for the security, availability and correct configuration of that hosting, and the Developer shall have no responsibility for any resulting fault or issue.

7.7. The Client agrees to provide any access credentials the Developer reasonably requires in order to deploy the Website.

9.1. The Developer builds to WCAG 2.2 Level AA as a target and to W3C HTML and CSS standards as they stand at the time of build. Where updated guidance is introduced afterwards, the Developer reserves the right to quote separately for any additional work needed.

9.2. The Developer will make every effort to ensure sites are viewable by the majority of visitors, and tests against current versions of the major browsers. The Developer cannot guarantee correct functionality across all browser software and operating systems, including versions released after handover.

9.3. Following handover, updated browser versions, domain configuration changes or hosting changes may affect display or functionality, and the Developer reserves the right to quote for any work involved in addressing this.

11.1. The Developer provides the Website on an ‘as is’ basis and makes no warranty that its operation will be uninterrupted or error-free.

11.2. Where the Website integrates with third-party software including but not limited to Dengro, Dentally, Carestream R4 and Software of Excellence, the Developer is not responsible for the availability, performance, changes to, or discontinuation of those services. Where an integration fails, enquiries will fall back to email delivery.

11.3. The Developer endeavours to deliver within stated timescales but is not liable for any claim, loss or cost arising from a failure to do so.

11.4. The Developer is not liable for any failure to carry out the Services for reasons beyond its reasonable control, including acts of God, telecommunications failure, software or hardware failure, third-party interference, government action, emergency, industrial action, terrorism or war.

11.5. The Developer is not liable for any indirect or consequential loss, including loss of business, profit, revenue, contract, data, patients or anticipated savings.

11.6. The Developer gives no warranty as to search engine rankings, AI citation, traffic volume, enquiry volume or patient acquisition. Search and AI systems are operated by third parties and change without notice.

11.7. Where the Developer replaces an existing website, the Client is responsible for retaining suitable backups of that website before the new Website is deployed.

11.8. Nothing in these Terms and Conditions limits or excludes the Developer’s liability for fraud or fraudulent misrepresentation, or for death or personal injury resulting from its negligence.

11.9. Subject to clause 11.8, the total liability of the Developer under the Contract, whether in contract, tort including negligence, breach of statutory duty or otherwise, shall be limited to a sum equal to the total Fees paid by the Client under the Contract.

13.1. The Developer and any subcontractor agree that, unless directed by the Client, they will not at any time during or after the term of the Contract disclose any confidential information concerning the Client. The Client agrees to the same obligation in respect of the Developer.

13.2. Clause 13.1 does not prevent the Developer from describing the work performed or including it in a portfolio, subject to clause 5.5.

15.1. The Developer may terminate the Contract without prior notice where the Client is in material breach of these Terms and Conditions. No refund will be given in such circumstances and all outstanding Fees become immediately payable.

15.2. Where one or more terms are held to be void or unenforceable, the remaining terms continue in full force and effect.

15.3. The Contract is governed by and construed in accordance with the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the English courts.

15.4. By accepting a Quotation or paying an invoice, the Client acknowledges having read, understood and accepted these Terms and Conditions and agrees to be legally bound by them.

15.5. The Developer may alter these Terms and Conditions from time to time. Changes apply to new Contracts and, for rolling monthly plans, take effect on 30 days’ written notice.