Client Terms & Conditions

These terms and conditions shall govern the contract between (1) Dotplus Ltd trading as Pulse (“The Supplier”) and (2) XXX (“the Client”). The Supplier may agree on modifications to these terms, but such modifications must be approved in writing by a director of The Supplier and cannot be inferred from the course of behaviour. Where any of these provisions conflict with any special terms that are expressly agreed in writing with the Client in relation to a particular piece of work (usually included as part of a schedule), then the special terms shall take precedence.

1. SCOPE OF THE PROJECT

The Supplier is an independent digital consultancy whose services include the ongoing management, stewardship, maintenance, and support of websites and related digital infrastructure (together, the “Service”). Where appropriate, The Supplier may also provide design, advisory, implementation, and consulting services in accordance with a written proposal, specification, or service schedule.

These terms and conditions are to be read together with any proposal, specification, service schedule, or order confirmation issued by The Supplier. In the event of any inconsistency, the written proposal or service schedule shall prevail.

Pulse CarePlan means The Supplier’s ongoing digital stewardship and management service, which may include (without limitation): website hosting and availability, domain registration and renewal, DNS configuration, email services and mailboxes, redirects, SSL certificates, security, platform and software maintenance, Google Business Profile support, review management, integrations, and other related technical infrastructure and digital assets, as defined in the applicable proposal or service schedule.

The Service may be delivered as part of the Pulse CarePlan, as a fixed project, or as a combination of both, as set out in the relevant agreement.

The Supplier will provide the Service using reasonable skill and care, unless prevented by circumstances beyond its reasonable control.

All Client instructions and orders must be provided in writing and must either:

• detail the work to be undertaken, charges, and agreed timetable; or

• refer to an applicable proposal or specification.

Where infrastructure, hosting, or platform services are provided as part of the Pulse CarePlan, such services may include domain registration and renewal, SSL certificates, hosting availability, technical support, maintenance of existing content, and related services, unless otherwise stated in writing.

The Supplier will only accept and act upon instructions communicated by or on behalf of the Client and is not obliged to seek verification of such instructions.

The Supplier reserves the right to make modifications to the Service where necessary to comply with applicable law, platform requirements, or security standards.

The Supplier is not required to retain records, materials, or data following completion or termination of the Service unless expressly agreed in writing.

All preparatory, developmental, and working materials (including sketches, mock-ups, prototypes, source files, and system configurations) produced by The Supplier remain the property of The Supplier unless expressly agreed otherwise in writing. The Service is provided solely to the Client. The Supplier shall not be liable to any third party, and the Client shall indemnify The Supplier against all claims, losses, and liabilities arising from third-party reliance on the Service.

2. CLIENT’S OBLIGATIONS

The Client shall be solely responsible for providing The Supplier with all necessary information concerning its goods/services (including the scope of use required, rules of use, any relevant restrictions, any relevant statutory and regulatory controls and, if applicable, industry codes of practice), the market and generally. The Supplier shall not be responsible for any shortcomings in such information. The Client accepts that its knowledge and experience in its industry sector and of its goods/services is vital in this regard.

The Client shall be responsible for procuring all necessary permissions, licences, and consents which may be required for the provision of the Service unless The Supplier has expressly agreed in writing to be responsible.

It is the responsibility of the Client to monitor the content of their website, social media, and any other marketing/communication accounts/channels at all times.

It is the responsibility of the Client to keep details safe and take appropriate steps to protect their website, email, etc. from external attacks.

The Supplier shall not be responsible for any loss of data and hacking of the website. The Supplier recommends that the Client uses antivirus and installs regular updates to avoid any intrusion.

The Client warrants that it either owns or holds the necessary licences in respect of materials supplied by it to The Supplier in connection with the provision of the Service and shall indemnify The Supplier against all costs, claims, liabilities, and losses if this is not the case. The Client is responsible for ensuring that all materials supplied by or on its behalf to The Supplier for use in connection with the Service do not infringe any law or regulation. The Client is responsible for informing The Supplier of any changes which might affect the Service.

The Client shall be responsible for signing off work in writing when requested in accordance with any agreed time schedule and generally in a timely manner. If The Supplier is required to amend/redo work that has previously been signed off, then an additional charge will usually be incurred.

The Client must supply The Supplier with all required materials in accordance with agreed work schedules and the Client recognises that failure to do so is likely to result in delay and/or additional charges.

Failure of the Client to meet any of its obligations is likely to affect the ability of The Supplier to meet deadlines and lead times and, in such circumstances, The Supplier has the right to require that an appropriate adjustment is made.

3. PRE-SERVICE MATERIAL

All intellectual property rights in and title to any material created by The Supplier and shown to the Client prior to the start of the Service (the “Pitch”) remain with The Supplier.

All ideas and concepts of The Supplier disclosed to the Client as part of a Pitch are confidential and shall remain the property of The Supplier and, unless they enter the public domain other than by reason of a breach of confidentiality by The Supplier, the Client shall not use or disclose them without written permission.

4. DELIVERY

The Supplier will use its reasonable endeavours to meet Client timescales; however, delivery times are estimates only. The Supplier shall not be responsible for any delay not directly attributable to its fault or due to circumstances beyond its reasonable control. Time shall not be of the essence unless expressly agreed in writing.

If The Supplier is unable to perform its obligations due to events beyond its reasonable control, it shall be entitled to a reasonable extension of time. Either party may cancel the contract by giving the other party 14 days’ written notice if the delay continues for 12 weeks or more. This does not affect The Supplier’s right to payment for work carried out up to the date of suspension or cancellation.

5. CONTRACT PRICES

The project fee is provided in the Order form and relates to the Services chosen.

Any agreed additional work or modifications to the Service outside of the agreed scope of work will be charged as an additional fee. The project quote is independent of individual prices.

The fees, expenses, VAT, and local taxes shall constitute the contract price (‘Contract Price’).

Any estimate given of any part of the Contract Price is based upon information available to The Supplier at the time and the estimated number of hours to perform the Service and, unless otherwise specified, shall remain valid for 30 business days, all errors and omissions excepted. All estimates must be treated as an estimate only and not as a fixed price for the Service unless expressly stated in the proposal or specification.

The Supplier reserves the right to withdraw or amend an estimate at any time prior to the formation of contractual relations.

Save as agreed on a case by case basis (to include the payments in advance), The Supplier will usually invoice the Contract Price to the Client on a date/dates specified within the Schedule and, unless a fixed fee has been agreed, the fee charged will be based upon the actual number of hours spent performing the Service and in accordance with the hourly rates set out in the Schedule. Unless a payment plan has been agreed or an extended payment period has been agreed, all invoices are to be paid within 15 days of the date of the invoice. The Supplier is entitled to charge statutory interest on any late payment.

Pulse CarePlan fees (which may include hosting and infrastructure services) shall be charged monthly in advance by direct debit into the Client nominated account.

Any queries the Client has on an invoice must be brought to The Supplier’s attention within 7 days of receipt.

Any work that could not reasonably have been anticipated and taken into account when preparing a fee estimate may result in additional charges.

The Supplier shall be entitled to make an additional charge should it become necessary to work outside business hours to meet any agreed time frame although, wherever it is practicable to do so, The Supplier will notify the Client before such work is undertaken.

The Supplier requires the Client to pay the full Contract Price for the Work prior to the commencement of any work by bank transfer.

For larger orders, The Supplier may, in its sole discretion, agree that the Client pays 50% of the Contract Price before the commencement of work.

The remainder of the 50% shall be paid on completion of the Services. For those on a subscription basis, the payments shall be made as agreed and any failure to make any payment may result in the termination of your subscription at our absolute discretion.

We operate on a value-based pricing model. This means our fees reflect the outcomes and business results we help you achieve — not just the time or number of tasks involved. It’s how we stay focused on what matters most: results, not busywork.

6. INTELLECTUAL PROPERTY

On completion of the Service and upon payment of the Contract Price in full, The Supplier shall grant the Client an exclusive, irrevocable licence to use the copyright and design rights belonging to The Supplier in the final front-end work (‘the work’) for so long as the website is maintained and made available as part of an active Pulse CarePlan or other ongoing service agreement with The Supplier. The Client’s Website is designed, published, and hosted on Pulse’s proprietary platform and cannot be transferred or moved.

The initial design cost is for the consultation, design, and publication of the site, and the hosting costs are charged annually to have the website available on the internet. All content and images on the website, regardless of their origin, are licensed to Pulse and only accessible on Pulse’s platform for the duration of the hosting agreement and its renewals.

In consideration of the unique challenges and risks inherent in the healthcare sector, including the need to uphold the highest standards of technical and legal compliance, the Client is expressly prohibited from accessing or modifying any part of the website, including its backend. This prohibition extends to the use of any intellectual property related to the website. Accessing the backend can compromise the security and integrity of the website, potentially exposing it to unvetted content and creating liability issues. Furthermore, given that our proprietary tools and systems are critical to our business model and the services we offer to other clients, any unauthorized access or modification could significantly undermine these assets and our ability to serve our clientele effectively.

The Service does not include any interest in publicly available, royalty-free, free issue or open-source work or features incorporated into either the Work or the Back End Work.

SCOPE OF USE: The Client shall not be entitled to use the Work or Back End Work outside the hosting service of The Supplier.

LICENCES: The Service does not include, and the Client must obtain, all relevant licences for the operation of proprietary software required for the maintenance, running, and operability of a website or otherwise in relation to the Service and/or any media upon which any materials delivered by The Supplier as part of the Service are stored.

IMAGES: If we have used images as part of the Services, we have done so under a limited sole use licence and, as such, you are not entitled to copy or use these images for any other purposes. Should you use these images in breach of this clause, you shall keep us fully indemnified for all losses, costs, and expenses relating to any claim against us from the licensor of these images.

FONTS: The Supplier may use licensed fonts in the provision of the Service. Any such use is personal to The Supplier and it may be necessary for the Client to obtain at its own cost a licence for the enjoyment and use of the Work. The Supplier is not liable for any failure of the Client to hold the necessary licence. The Supplier may use open source fonts in the provision of the Service. The Supplier will not grant any licence or give any warranty in respect of such fonts.

RESERVATION OF TECHNICAL AND ARTISTIC CONCEPTS: The Supplier will not infringe the rights of the Client in the Work but reserves exclusive ownership of and the right to use all other designs, concepts, ideas, or intellectual property developed during the course of the Service.

ORIGINALITY: The Supplier warrants that its own design work is original and that it will not knowingly or negligently infringe the rights or intellectual property of a third party but (unless expressly agreed to the contrary in writing) it is the Client’s sole responsibility to make all appropriate searches and inquiries in this regard at the appropriate time. Beyond the scope of this warranty, The Supplier shall have no liability to the Client in respect of any infringement or alleged infringement of intellectual property of any third party or passing off. The Supplier gives no warranty as to whether the Work meets any criteria for the registration of intellectual property rights and shall have no liability to the Client in respect of any failure to register.

MORAL RIGHTS: The Supplier hereby reserves and asserts all moral rights in the Work and the Back End Work created during the Service.

FURTHER ASSURANCE: The Supplier will, at the cost of the Client, execute such documents and do such things as are reasonably necessary to give effect to this clause.

7. CANCELLATION OF CONTRACT

The Client may cancel the Pulse CarePlan, or any ongoing digital stewardship, management, hosting, or infrastructure services provided by The Supplier, by giving not less than sixty (60) days’ written notice.

Cancellation of the Pulse CarePlan results in the termination of all associated services, which may include (without limitation):

• website availability and hosting

• domain management and renewals

• DNS configuration

• email services and mailboxes

• redirects

• SSL certificates

• platform and software maintenance

• integrations

• and all related technical infrastructure and digital assets managed by The Supplier

Upon cancellation, the Client shall remain liable for all fees due and payable up to the effective termination date.

The Supplier may terminate the Service immediately if:

• any undisputed invoice remains unpaid 15 days after its due date;

• the Client enters liquidation, receivership, administration, or any arrangement with creditors; or

• in The Supplier’s reasonable opinion, the relationship, Service, or circumstances make continued involvement inappropriate, unworkable, or damaging to The Supplier’s goodwill, reputation, or risk exposure.

Upon termination for any reason:

• access to systems, platforms, email services, and infrastructure managed by The Supplier may be withdrawn without further notice;

• data, mailboxes, configurations, and related assets may be deleted in accordance with these terms; and

• no intellectual property rights shall transfer unless and until all outstanding amounts have been paid in full.

The Supplier shall have no obligation to provide ongoing support, monitoring, access, continuity, or transition assistance once the Service has terminated, unless expressly agreed in writing.

8. DUTY OF CONFIDENTIALITY

Each party will use its best endeavours to preserve the confidential information of the other and will comply with the other’s reasonable requirements in this regard. The Client recognises that The Supplier’s methods of working and pricing structures are proprietary and are not generally in the public domain.

Each party shall comply with the obligations under the Data Protection Act 1998 relating to the use and storage of personal information.

The Supplier relies upon the Client to inform it if any information or material supplied to The Supplier in connection with the provision of the Service is particularly confidential and, where appropriate, all such materials supplied to The Supplier should be marked accordingly.

9. LIMITATION OF LIABILITY

Nothing in this clause shall exclude or limit the liability of The Supplier for fraud or fraudulent misrepresentation, or for death or personal injury caused by the negligence of The Supplier or its agents.

To the extent permitted by law, the total liability of The Supplier under the contract, in tort, or otherwise shall not exceed the greater of:

• the sums paid by the Client under the contract; or

• such sum as shall be recoverable (as distinct from the amount of cover) by The Supplier under any insurance policy effected by The Supplier from time to time.

The Supplier shall not be liable for any indirect or consequential loss, including (without limitation) loss of sales, loss of profit, loss of production, loss of opportunity, loss or damage to goodwill, loss of reputation, or packaging or distribution costs, whether arising directly or indirectly.

Where an error is found in any delivered work (of whatever nature) which is the responsibility of The Supplier, The Supplier’s liability shall, to the extent permitted by law, be limited to correcting or replacing the work at its discretion.

The Supplier shall not be responsible for any errors appearing in artwork, copy, or proofs that have been signed off by or on behalf of the Client.

The Supplier reserves the right to delete any data held on its servers two (2) months after a subscription expires or is terminated if it is not renewed.

The Supplier does not guarantee any specific social media, SEO, advertising, or marketing outcomes.

The Supplier shall not be liable for any domain name becoming unavailable or being purchased by a third party in the event of expiry.

The Supplier shall not be responsible for any dissatisfaction attributable to incorrect or incomplete information supplied by the Client, its agents, or suppliers, or for changes made by the Client and/or any third party which affect the Service. The Supplier shall not be expected to question or verify such information or changes.

Without limiting the foregoing, The Supplier shall not be liable for any loss of data, emails, domain availability, website availability, search visibility, business interruption, reputational impact, or loss of communications arising from:

• termination or expiry of the Pulse CarePlan or any associated services;

• cancellation by the Client;

• failure by the Client to migrate services, data, or domains to a third party;

• acts or omissions of third-party providers; or

• changes made by the Client or any third party following termination.

The Client acknowledges that the continued availability of email services, domains, websites, and related infrastructure is strictly dependent on an active service agreement and timely payment.

For the avoidance of doubt, termination of the Pulse CarePlan is not a temporary suspension and results in the full cessation of all services unless a new agreement is entered into in writing.

10. PUBLICITY AND EXAMPLES

Once the Service has been made available to the public or has been disclosed to third parties in a non-confidential environment, then The Supplier shall have a reasonable right of publicity in respect of the work (and its use by the Client) created during the Service and the Client will provide The Supplier with at least six samples of any printed work derived from the Service for the promotion of its business.

The Supplier shall have the right to identify itself in a reasonable manner as the provider of the Service to the Client.

The Client shall give reasonable attribution to The Supplier as the creator of the work arising from the Service.

The Supplier reserves the right (where it considers it appropriate) to require any reference or attribution to be removed from work provided as part of the Service.

The Supplier shall not be liable for any third party conduct or performance and The Supplier reserves the right to change any third party provider as they deem fit.

Nothing in this clause shall compromise the moral rights of The Supplier in respect of the work created by it as part of the Service.

11. RESTRICTIONS

The Client agrees that whilst The Supplier is providing services to it and for a period of twelve months thereafter it shall not:

• approach (directly or indirectly) any of the employees, consultants, or freelancers of The Supplier regarding the possibility of them providing services directly to the Client independently of The Supplier; or

• contract directly with any subcontractor or supplier of The Supplier in a manner that might disrupt the relationship of The Supplier with that subcontractor or supplier.

12. SUBCONTRACTING

The Supplier may subcontract any part of the Services under this Agreement.

The Client agrees not to approach, hire, or attempt to contract separately with any of The Supplier’s team, subcontractors, or employees during the term of this Agreement and for a period of three (3) months after its completion.

Doing so will be considered a breach of contract, and may constitute a violation of The Supplier’s intellectual property, confidentiality, and non-solicitation rights.

13. GENERAL

Nothing in these terms is intended to or shall be deemed to establish any partnership or joint venture between any of the parties, appoint any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

Neither party shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure results from events, circumstances, or causes beyond its reasonable control. In such circumstances, the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.

The contract with the Client constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

Each party agrees that it shall have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently) that is not set out in writing as part of the contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

If any provision or part-provision of this agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

If any provision or part-provision of this agreement is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to amend such provisions that, as amended, is legal, valid and enforceable and, to the greatest extent possible, achieves the intended commercial result of the original provision.

14. LEGAL

This agreement shall be subject to English law and under the exclusive jurisdiction of the English Courts.

To the extent permitted by law, these terms shall govern the agreement between The Supplier and the Client and all other terms implied by law are excluded.

No one other than a party to this agreement shall have any right to enforce any of its terms.

The Client shall not, without the prior written consent of The Supplier, assign, transfer, or subcontract any of its rights or obligations under these terms.

In the event of a dispute, a senior representative from The Supplier and the Client shall meet to see if it can be resolved and the parties shall consider (but shall not be obliged) to agree to submit to mediation or other alternative dispute resolution; otherwise all disputes shall be resolved through the Courts.

15. COMMUNICATION POLICY

Having a structured way to communicate ensures all our clients get great service and great outcomes in a timely way. You can help us to help you by noting the following:

How I work - We tend to work long periods of uninterrupted time, usually in the morning from 9–3pm. I will then check my emails and messages after that and within 24 hours (unless urgent).

How best to communicate with us - Preferred contact is by email and I’ll respond within 24 hours during business hours. This creates a thread that we can easily follow compared to messaging. I take meetings on Tuesdays and Thursdays. I find 15–30 minutes is more than sufficient to cover most topics. If you have a genuine emergency, you have my phone number and can call me any time.

How we work - We have a very well-defined process for projects. We review each request as it comes in and the work is scheduled once we have all the details (and payment where relevant). The key to getting timely delivery of a request is giving plenty of notice. Emails allow everyone involved to monitor progress and track deliverables. For genuine emergencies, you can call my direct number.

How this benefits our clients - Our clients get the best results when I’m able to focus deeply on solving their problems. I want to make sure that when I’m working on your work none of my other clients can jump in and interrupt that. My team gets the best results when they can focus — and so can you, knowing that when it’s your turn, you’ll have our full, uninterrupted attention too.

Ongoing Support. Requests such as sending logo files, resizing assets, or making changes outside the defined scope may incur a support fee unless covered by an active service agreement. We’ll always let you know before doing any chargeable work.

16. BUSINESS SALE OR CHANGE OF OWNERSHIP

If a client sells or transfers ownership of their business, this agreement and any associated services (including Pulse CarePlan services, website availability, domain renewals, email services, and ongoing marketing retainers) shall remain active and chargeable to the original contracting client unless and until Pulse receives valid written notice of termination in accordance with this agreement (including the applicable notice period).

For the avoidance of doubt, cancellation or cessation of payment methods (including cancellation of a Direct Debit mandate) does not constitute valid notice of termination.

Pulse reserves the right to update or reissue service terms at the point of ownership change, including adjusting pricing to reflect its current rate card. It is the Client’s responsibility to notify Pulse in writing of any sale, transfer, or change in control, and to ensure either continuity of services or formal termination in accordance with this agreement.

If the new owner wishes to continue using Pulse’s services, a revised agreement may be issued at Pulse’s discretion. Transfer of website access, intellectual property, assets, or associated services is not automatic and may be subject to additional administrative or licence transfer fees depending on the nature of the project.

Pulse shall not be required to engage in negotiations or correspondence between outgoing and incoming owners regarding responsibility for services, liabilities, or fees.

17. PRICING REVIEWS

All service fees are subject to periodic review. While we aim to provide advance notice, we reserve the right to adjust pricing to reflect increases in costs, improvements to service, or market conditions. Continued use of our services following any change in pricing will be deemed acceptance of the new rates.

18. PAUSING PROJECTS

If a project is inactive for more than 21 days (e.g., waiting on content, feedback, or approval), we may temporarily pause the project and reschedule it based on availability. A reactivation fee may apply. This helps us allocate time fairly to all clients and avoid unnecessary delays.

Pulse Terms & Conditions

Originally issued: 2021

Version: v2.0 (6 January 2026)

Effective from: 6 January 2026

Last updated: 6 January 2026