1. About these Terms
These Terms apply to website development, hosting, website management and related services supplied by Merritt Digital, a sole trader operating in Ireland.
Your accepted quotation or service agreement sets out the specific scope, prices and package details. If it conflicts with these general Terms, the accepted quotation or service agreement takes priority.
Accepting a quotation, paying an invoice or instructing Merritt Digital to begin work means that you accept these Terms.
2. Services and project scope
Merritt Digital provides website development, hosting, website management and optional website functionality. The exact scope, fees, deliverables and monthly inclusions are set out in your accepted quotation or service agreement.
Optional features may involve separate setup fees and recurring charges. Merritt Digital does not provide ongoing SEO campaigns, advertising management or general digital-marketing services unless specifically agreed in writing.
3. Website development and approval
Merritt Digital builds your website based on the agreed requirements and provides a preview for you to review before launch. You must check the preview and identify any errors or agreed changes.
You may approve the preview by email or another agreed written method. Changes requested after approval or outside the agreed scope may cost extra.
Project timelines depend on you providing feedback, content, access and approvals on time. Delays in providing these may move the expected delivery date.
4. Payments and launch
The build invoice is issued after you approve the preview website. Invoices are due within 7 days. The website goes fully live only after the build invoice and first monthly management payment have been received.
Monthly management fees are paid in advance. Merritt Digital may send reminders for overdue invoices. Managed services may be suspended after 14 days of non-payment, and the website may be taken offline after 30 days of continued non-payment.
No separate contractual late fee is currently charged. Where Irish law allows, statutory late-payment interest or recovery costs may apply.
5. Monthly website management
Depending on your selected package, monthly management may include:
- hosting;
- SSL and technical configuration;
- domain management;
- renewals;
- backups;
- technical maintenance;
- bug fixes;
- support;
- agreed content changes; and
- optional managed website features.
Third-party providers may change their prices or services. If a third-party cost materially changes, Merritt Digital may adjust the affected recurring charge after giving reasonable notice.
6. Changes and additional work
A standard content change is a small modification that can reasonably be completed within your package allowance. Examples include editing text, replacing supplied images, updating contact details or changing opening hours.
New pages, redesigns, integrations, substantial content work and new functionality are quoted separately unless included in writing. Unused monthly changes do not roll over unless your quotation says otherwise.
7. Client responsibilities
You must:
- provide accurate information and cooperate reasonably;
- provide necessary access and credentials and keep them secure;
- review and approve the website;
- ensure you have permission to use supplied text, images, logos, trademarks and other materials;
- verify business, pricing, legal and industry-specific information;
- use the website lawfully; and
- notify Merritt Digital promptly of suspected technical or security issues.
Merritt Digital may help draft website content, but you remain responsible for checking and approving factual and legal claims.
8. Ownership and intellectual property
After all website build fees are paid, you own the completed custom website created specifically for your project. You also own the content and assets you supplied or purchased.
Merritt Digital retains ownership of its pre-existing code, reusable components, templates, libraries, internal tools, automation, deployment processes, general methods and know-how. You receive a permanent right to use any retained Merritt Digital material embedded in your completed website where it is needed to operate the website.
Third-party software, fonts, APIs, plugins, stock media and services remain subject to their own licences. Merritt Digital may display the completed project in its portfolio unless you request confidentiality in writing before launch.
9. Domains and third-party services
Domains should be registered for, or transferred to, you. Merritt Digital may manage DNS, technical configuration and renewals while providing the managed service.
Third-party hosting providers, domain registrars, databases, APIs, email providers, payment providers and other services operate under their own terms. Merritt Digital is not responsible for a third party's independent outage, suspension, policy change or discontinuation, but will provide reasonable assistance where it affects a managed service.
10. Support, maintenance and availability
Normal support hours are Monday to Friday, 09:00 to 17:00 Irish time, excluding Irish public holidays. A response time is not the same as a resolution time.
Emergencies include a complete website outage, a critical security incident or failure of an essential enquiry or transactional function. Routine content updates, visual changes, new pages and new features are not emergencies.
Merritt Digital may carry out planned maintenance where reasonably required. It aims to provide a reliable service but does not guarantee uninterrupted or error-free operation. Availability may be affected by maintenance, security work, internet failures, attacks, legal requirements, third-party outages or events outside reasonable control.
11. Backups and security
Merritt Digital uses reasonable backup and security practices but cannot guarantee protection against every failure, attack or loss of data. Backups are normally retained for up to 30 days, subject to provider and technology limitations.
You should keep independent copies of particularly important business information where appropriate. Recovery cannot be guaranteed.
12. Cancellation, handover and migration
There is no minimum term unless your accepted quotation expressly says otherwise. Either party may end monthly managed services by giving 30 days' written notice.
Merritt Digital may suspend or terminate services sooner for serious non-payment, unlawful use, abuse, security risks or a material breach that is not corrected after reasonable notice. Outstanding fees remain payable. Monthly fees covering the notice period are not normally refunded unless required by law or agreed otherwise.
After cancellation and payment of outstanding invoices, Merritt Digital will provide the website codebase, relevant client-owned assets, a reasonable list of third-party services used and basic handover documentation.
The basic handover does not include managed migration, extensive training, rebuilding the website for another platform or disclosure of Merritt Digital's internal tools and credentials. Managed migration to a supported provider may be offered for an additional fee. Complex or unsupported environments may require a separate quotation.
Managed services end after the notice period. Remaining hosted copies and backups may be deleted 30 days later unless another written arrangement or legal obligation applies.
13. Acceptable use and refusal of work
Merritt Digital may refuse, suspend or remove projects or content that are unlawful, fraudulent, deceptive, abusive, discriminatory, infringing, harmful or likely to create an unreasonable security or legal risk.
Where reasonably possible, you will receive notice and an opportunity to correct the issue.
14. Liability
Merritt Digital will provide its services with reasonable care and skill. Nothing in these Terms excludes or limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot legally be excluded or limited.
Except where the law does not allow the exclusion, Merritt Digital is not responsible for indirect or consequential losses such as lost profits, lost revenue, lost opportunities or reputational damage.
You are responsible for business decisions made using the website and for checking the legal or regulatory requirements relevant to your business.
Merritt Digital's total liability relating to the affected service is limited to the fees paid for that service during the 12 months before the event giving rise to the claim. If the service has existed for less than 12 months, the limit is the amount paid since the service began.
15. Confidentiality
Both parties must take reasonable care of confidential business information received through the project. Information may be disclosed where required by law or reasonably necessary to professional advisers and service providers that are subject to confidentiality obligations.
16. Events outside reasonable control
Neither party is responsible for delay or failure caused by events outside reasonable control, including major infrastructure failures, natural disasters, war, government action, widespread cyber incidents and major third-party outages.
The affected party should notify the other party where reasonably possible.
17. Changes to these Terms
Merritt Digital may update these general Terms from time to time. Material changes affecting active recurring services will be communicated with reasonable notice.
Updates will not change an already agreed fixed project scope or price unless both parties agree or the accepted quotation allows it.
18. Governing law
The agreement is governed by Irish law, and the Irish courts have jurisdiction. This does not restrict any mandatory rights that cannot legally be limited.
19. Contact
Questions about these Terms may be sent to office@merrittdigital.ie.