Website Audit & Strategy Terms

These Website Audit & Strategy Terms apply to website audit and strategic review services supplied by Poodle Collective Ltd, company number 16818378 ("PoodleCollective", "we", "us" or "our").

These terms should be read together with the relevant service description, order confirmation, proposal or other written scope agreed between us.

1. Business customers only

Our Website Audit & Strategy services are provided for business and professional purposes only.

By purchasing or commissioning an audit, you confirm that:

• you are acting for purposes relating to your trade, business, craft or profession;
• you have authority to enter into the agreement; and
• you own the website concerned or have authority from the owner to instruct us in relation to it.

If you are purchasing principally for personal purposes rather than business purposes, you should contact us before placing an order.

2. When the contract is formed

Fixed-fee audits purchased online

Submitting an order and payment through our website constitutes an offer to purchase the service.

A contract is formed when we accept the order and send you an order confirmation.

If we are unable to accept the order, we will notify you and refund any payment received.

Strategic Reviews and individually scoped audits

Submitting an enquiry form, booking an initial discussion or requesting information does not create a contract or commit either party to proceed.

Where we provide a proposal or individually agreed scope, the contract is formed when you accept that proposal or scope and satisfy any payment requirement stated in it.

3. What we will provide

We will carry out the audit with reasonable care and skill and in accordance with the scope of the service you have purchased or the proposal we have agreed with you.

Depending on the service, the review may include matters such as:

• website structure;
• usability and customer journeys;
• WordPress or WooCommerce configuration;
• technical health;
• performance;
• website maintenance;
• ecommerce functionality;
• integrations and third-party systems;
• security observations;
• accessibility observations;
• technical SEO considerations;
• user experience;
• conversion or commercial considerations;
• opportunities for improvement; and
• technical or strategic recommendations.

The areas included in your particular audit are those stated in the service description, order confirmation or agreed proposal.

4. Scope and representative sampling

An audit is a professional review of the website and systems within the agreed scope using the information and access reasonably available to us at the time.

Unless expressly agreed otherwise, an audit is not an exhaustive examination of every:

• page;
• product;
• file;
• database record;
• user account;
• transaction;
• configuration;
• integration;
• device;
• browser;
• variation; or
• possible user journey.

For larger ecommerce, membership, content-heavy or technically complex websites, we may use representative pages, templates, products, transactions or journeys to assess recurring issues and patterns.

Where representative sampling is used, our findings should not be interpreted as confirmation that every untested part of the website is free from the same or other issues.

5. What is not included

Unless expressly included in the service description or agreed proposal, an audit does not include:

• implementation of recommendations;
• website development or repair work;
• malware removal;
• incident response;
• penetration testing;
• destructive security testing;
• deliberate exploitation of vulnerabilities;
• load testing or stress testing;
• formal accessibility certification;
• legal or regulatory compliance advice;
• legal review of privacy notices, cookie policies, terms or other legal documents;
• a full SEO campaign;
• ongoing monitoring;
• ongoing maintenance; or
• ongoing website support.

We may identify matters which would benefit from further investigation or specialist advice.

Identifying an issue does not mean that investigation, repair or implementation of that issue is included within the audit fee.

6. Your responsibilities

You are responsible for providing the information, cooperation and access reasonably required for us to carry out the agreed audit.

Depending on the scope, this may include access to:

• WordPress or another content management system;
• hosting or server information;
• analytics;
• ecommerce systems;
• staging environments;
• third-party integrations;
• relevant documentation; or
• other systems connected to the website.

You are responsible for ensuring that:

• information provided to us is accurate and reasonably complete;
• you have authority to provide any access supplied to us;
• providing that access does not breach an agreement with another party; and
• appropriate permissions have been obtained where necessary.

You should tell us about any known restrictions, unusual infrastructure, critical systems or other circumstances that could materially affect the review.

7. Passwords and access credentials

Do not send passwords or other sensitive login credentials through our website forms or ordinary email.

Where credentials are required, we will tell you how they should be supplied.

Where reasonably possible, you should provide:

• temporary accounts;
• individual accounts rather than shared credentials; and
• only the level of access reasonably required for the audit.

Access should be revoked when it is no longer required.

8. How we carry out the audit

Unless separately agreed, an audit is an investigative and advisory service.

We will not intentionally make material changes to your live website, software, configuration or data as part of the audit.

If we believe a change is necessary to investigate an issue properly, we will obtain your agreement before making that change unless immediate action is separately authorised under another service agreement.

9. Changes during the audit

You should tell us about significant changes made to the website or its associated systems while the audit is underway.

Changes such as:

• software updates;
• plugin changes;
• hosting changes;
• configuration changes;
• redesigns;
• deployments;
• third-party development work; or
• changes to integrations

may affect our findings.

Our report reflects what we reviewed at the relevant time. We are not responsible for discrepancies caused by subsequent changes made by you or a third party.

10. Access limitations

If information or access reasonably required for part of the agreed scope cannot be provided, we may:

• explain the limitation;
• carry out that part of the review using the information reasonably available;
• exclude the affected area from the review; or
• agree revised arrangements with you.

Where a limitation affects our findings, we will make this clear where reasonably practicable.

A limitation caused by unavailable access does not automatically entitle you to a refund where we have already carried out work or where the limitation is outside our control.

11. Timescales

Any estimated completion date or timescale is based on the circumstances and information available when it is given.

Unless we expressly agree otherwise in writing, timescales are estimates rather than guaranteed deadlines.

A timescale may need to change where, for example:

• required access is delayed;
• information is incomplete;
• the website changes materially;
• a relevant third-party service is unavailable;
• an unexpected technical issue materially affects the review; or
• the agreed scope changes.

We will communicate material delays where reasonably practicable.

12. Reports and deliverables

We will provide the report, findings, roadmap or other deliverables described for the service purchased.

The format and level of detail may vary according to the type, size and complexity of the website and the audit package purchased.

The report represents our professional assessment based on the scope, evidence, systems and information available to us when the audit was carried out.

13. Consultations

Where a consultation is included, the duration will be the duration specified for the service purchased or agreed in the proposal.

The consultation is intended to:

• discuss our findings;
• explain recommendations;
• answer reasonable questions relating to the audit; and
• help establish priorities and next steps.

It does not automatically include additional investigation, development work or a material extension of the original audit scope.

If further investigation is required as a result of matters discussed during the consultation, we will tell you before carrying out any additional chargeable work.

Rearranging a consultation

If you need to rearrange a consultation, please give us as much notice as reasonably possible.

Where appointments are repeatedly cancelled or missed, or where substantial additional consultation time is requested, we may require a new appointment to be booked and may charge for additional time.

Any charge will be agreed before that additional paid consultation takes place.

14. Recommendations

Our recommendations are professional opinions based on the information reasonably available to us at the time of the audit.

They are intended to assist you in making informed business and technical decisions.

They are not guarantees of any particular result.

In particular, we do not guarantee:

• increased revenue;
• increased sales or enquiries;
• increased conversion rates;
• particular search-engine rankings;
• particular performance scores;
• particular Core Web Vitals results;
• uninterrupted website availability;
• complete protection against cyber security incidents; or
• any particular financial return from implementing a recommendation.

Websites depend on systems outside our control, including hosting providers, browsers, devices, networks, search engines, payment providers, plugins, APIs and third-party platforms.

Recommendations may therefore become less appropriate or require adjustment as your website or those external systems change.

15. Security observations

Where security is considered as part of the audit, our work is intended to identify observable concerns, weaknesses or areas that may warrant further investigation.

Unless expressly agreed as a separate specialist service, the audit is not a penetration test and should not be treated as certification that the website is secure or free from vulnerabilities.

We will not deliberately exploit suspected vulnerabilities or perform destructive testing as part of a standard audit.

If we identify something that reasonably appears to present a serious or immediate risk, we may bring it to your attention before completing the rest of the report.

16. Third-party software and services

Websites commonly depend on third-party products and services, including:

• hosting providers;
• WordPress plugins and themes;
• payment providers;
• ecommerce platforms;
• analytics systems;
• APIs;
• software libraries;
• external integrations; and
• SaaS platforms.

We do not control those third parties and are not responsible for their availability, security, policies, decisions, future development or continued operation.

Our assessment of a third-party product or service is based on the circumstances and information available when we review it.

17. Additional work

The audit fee covers only the agreed audit scope.

Development, remediation, investigation or other services outside that scope will not be carried out as chargeable work without separate agreement.

Where appropriate, we may provide:

• an estimate;
• a quotation;
• a separate proposal; or
• details of another relevant PoodleCollective service.

You are under no obligation to instruct us to carry out work identified in the audit.

18. Fees and payment

For audits purchased through our website, the fee is payable in full when the order is placed unless stated otherwise.

For Strategic Reviews or individually scoped services, the fees and payment arrangements will be stated in the proposal or quotation.

Any VAT or other tax which we are legally required to charge will be shown where applicable.

If an invoice becomes overdue, we reserve the right to claim any statutory interest, compensation or reasonable recovery costs available to us under applicable law.

We may suspend work while an undisputed payment remains overdue.

19. Cancellation by you

You may cancel the audit by notifying us in writing.

Before work begins

If you cancel before we have started work, we will normally refund the audit fee paid.

We may deduct any non-recoverable third-party expense which:

• was specifically incurred for your audit;
• was reasonably necessary; and
• was incurred with your agreement.

After work begins

If you cancel after work has begun, we are entitled to payment for the work reasonably completed up to the date of cancellation together with any agreed non-recoverable costs already incurred.

Where you have paid in advance, we will refund any balance remaining after those amounts have been deducted.

The amount attributable to work completed may take account of the nature and stage of the audit rather than being calculated solely by reference to elapsed time.

After substantial completion

Where the audit has been substantially or fully completed before cancellation, all or substantially all of the agreed fee may remain payable.

20. Suspension or cancellation by us

We may suspend or terminate the audit if:

• you materially breach the agreement;
• an undisputed payment remains overdue;
• you do not provide access or information reasonably necessary for us to proceed;
• continuing the work would require us to act unlawfully;
• continuing the work would create an unreasonable security risk; or
• circumstances arise which make it impracticable for us to provide the agreed service.

Where reasonably practicable, we will give you an opportunity to remedy the issue before terminating the agreement.

If we terminate for reasons that are not caused by your breach or failure to cooperate, we will refund any amount paid for work that has not been carried out.

21. Confidentiality

Each party will keep confidential non-public information received from the other in connection with the audit and will not disclose it except:

• where reasonably required to perform the agreement;
• to employees, contractors or professional advisers who need the information and are subject to appropriate confidentiality obligations;
• where the information is already lawfully public;
• where the information was lawfully known independently of the other party; or
• where disclosure is required by law, regulation or a competent authority.

This obligation continues after the audit has ended.

22. Data protection

Each party is responsible for complying with the data protection laws applicable to its own activities.

You remain responsible for deciding whether access to systems containing personal data should be provided to us and for ensuring that you have a lawful basis for doing so.

Where, in providing the audit, we process personal data on your behalf as a processor, the PoodleCollective Data Processing Terms applicable when the contract is formed will form part of the agreement between us.

Those Data Processing Terms will govern that processing, including the appropriate provisions relating to:

• processing instructions;
• confidentiality;
• security;
• sub-processors;
• data subject rights;
• assistance with data protection obligations;
• personal data breaches;
• return or deletion of personal data; and
• audit and compliance information.

Where there is a conflict between these Website Audit & Strategy Terms and the Data Processing Terms concerning the processing of personal data, the Data Processing Terms will take priority in relation to that processing.

23. Intellectual property

You retain ownership of your website, data, content and materials supplied to us.

We retain ownership of:

• our audit methodology;
• processes;
• templates;
• tools;
• systems;
• pre-existing materials;
• know-how; and
• other intellectual property developed independently of your particular audit.

Once the audit fee has been paid in full, we grant you a perpetual, non-exclusive licence to use the report and recommendations produced specifically for you for the purposes of your business.

You may provide the report to:

• your employees;
• directors;
• professional advisers;
• developers;
• agencies;
• hosting providers; and
• other suppliers working on your behalf.

You must not resell the report as a commercial product, falsely represent its authorship or materially alter it and then represent the altered version as our original findings.

24. Implementing recommendations

You remain responsible for deciding whether, when and how to implement our recommendations.

Unless we have separately agreed to carry out implementation work, we are not responsible for work subsequently carried out by:

• you;
• your employees;
• another developer;
• another agency;
• a hosting provider; or
• another third-party supplier.

Recommendations involving changes to a live website should be implemented using appropriate backups, testing and deployment procedures.

25. Our liability

Nothing in these terms excludes or limits liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation; or
• any other liability which cannot lawfully be excluded or limited.

Subject to the above and to the extent permitted by law, we will not be liable for:

• indirect or consequential loss;
• loss arising from inaccurate or incomplete information supplied to us;
• loss arising from changes made after the relevant system was reviewed;
• acts or omissions of third parties outside our reasonable control;
• failures of third-party platforms or services outside our reasonable control;
• actions taken contrary to our recommendations; or
• recommendations implemented incorrectly or materially differently from the approach we described.

Subject to liabilities which cannot lawfully be limited, our total aggregate liability arising out of or in connection with an audit will not exceed the total fees paid or payable to us for the audit giving rise to the claim.

Nothing in these terms excludes our obligation to provide the service with reasonable care and skill or restricts any liability to the extent that such restriction would be unlawful or unenforceable.

26. Events outside our reasonable control

Neither party will be responsible for delay or failure to perform an obligation where that delay or failure is caused by an event outside its reasonable control.

This may include substantial failures of hosting infrastructure, internet services, utilities, third-party platforms or other external systems where the affected party could not reasonably have prevented the disruption.

The affected party must take reasonable steps to minimise the effect of the disruption.

This clause does not remove an obligation to pay an amount which became properly due before the relevant event occurred.

27. Communications and notices

Routine communications relating to the audit may be made by email.

You are responsible for providing an email address which you monitor and for telling us if your relevant contact details change.

A notice relating to cancellation, termination or a material contractual issue should be given in writing.

28. Entire agreement and order of priority

The agreement between us consists of:

1. any individually agreed proposal or scope;
2. the order confirmation;
3. these Website Audit & Strategy Terms;
4. the relevant service description; and
5. where applicable, our Data Processing Terms.

If there is an inconsistency, an individually agreed written proposal or scope will take priority in relation to the specific service concerned.

The Data Processing Terms will take priority in relation to matters concerning processing of personal data on your behalf.

Neither party relies on a statement or representation not contained in the agreement, except that nothing in this clause excludes liability for fraud or fraudulent misrepresentation.

29. Changes to the agreement

We may update the Website Audit & Strategy Terms published on our website from time to time.

Changes will apply to future contracts only unless:

• a change is required by law; or
• we expressly agree a change with you.

The version applying to your audit will normally be the version in force when the contract is formed.

Any material change to an existing agreement must be agreed between us in writing unless required by law.

30. No waiver

If either party does not immediately enforce a right under the agreement, that does not mean the right has been waived.

A waiver of one breach does not constitute a waiver of any later breach.

31. Severability

If any provision of the agreement is found by a court or other competent authority to be unlawful, invalid or unenforceable, that provision will be treated as modified to the minimum extent necessary to make it lawful and enforceable where possible.

If that is not possible, the affected provision will be treated as deleted.

The remaining provisions will continue in effect.

32. Assignment

You may not transfer your rights or obligations under the agreement to another person without our prior written agreement, which we will not unreasonably withhold.

We may transfer the agreement as part of a genuine sale, transfer or reorganisation of our business, provided that doing so does not materially reduce your rights under the agreement.

33. Third-party rights

Unless the agreement expressly states otherwise, a person who is not a party to the agreement has no right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

34. Governing law and jurisdiction

The agreement and any non-contractual obligations arising out of or in connection with it are governed by the laws of England and Wales.

The courts of England and Wales will have exclusive jurisdiction to determine any dispute or claim arising out of or in connection with the agreement.