Important Notice

This document constitutes a legally binding agreement between the Company and the Client. It governs the provision of ongoing digital services, including website, hosting, domain, content, newsletter, administrative, maintenance, communications, design, consultancy and related services.

The Client must read this document in full.

Any summary, overview, plan sheet, service schedule, pricing email, cover email, guide, brochure, proposal, marketing material or commercial explanation provided by the Company is for convenience only and does not replace, limit, qualify or override these Terms unless expressly stated otherwise in writing by the Company.

By instructing the Company, paying any invoice, continuing to receive Services, continuing to use any website, hosting, domain, platform or digital service provided or managed under this Agreement, failing to cancel before renewal, or otherwise acting in a manner consistent with continued receipt of the Services, the Client agrees to be bound by these Terms in full.

The Client acknowledges that this Agreement is entered into on a business-to-business basis. The Company does not provide Services to private consumers.

1. Parties, Status and Contract Basis

1.1 This Agreement is made between:

1. Harbourside Visual, a sole trader business operated by Philip Challands, referred to in this Agreement as the "Company", "we", "us" or "our"; and
2. the person, firm, partnership, company, charity, club, organisation, association, sole trader or other business entity purchasing or receiving the Services, referred to in this Agreement as the "Client", "you" or "your".

1.2 The Client confirms, warrants and represents that it is entering into this Agreement wholly or mainly in the course of business and not as a consumer.

1.3 The Client acknowledges that the Company is a sole trader and that the legal contracting party on the supplier side is Philip Challands trading as Harbourside Visual.

1.4 Nothing in this Agreement shall create or be deemed to create any partnership, joint venture, agency relationship, employment relationship or fiduciary relationship between the parties.

1.5 This Agreement applies to all Services supplied by the Company unless the Company expressly agrees otherwise in writing.

1.6 This Agreement supersedes any previous verbal discussion, goodwill arrangement, historic discounted arrangement, informal understanding, custom, usage, prior course of dealing, previous service framework or previous version of terms to the extent inconsistent with these Terms.

1.7 The Client acknowledges that any historic discount, legacy rate, goodwill arrangement, informal concession or previous pricing structure does not create any ongoing entitlement to future pricing, future discounts or future service inclusions.

2. Definitions and Interpretation

2.1 In this Agreement, unless the context otherwise requires:

"Additional Work" means any work, service, task, item, amendment, revision, response, support, intervention, consultancy, call, meeting, migration, repair, investigation, recovery, troubleshooting, liaison, administration or other activity that is outside the included scope of the applicable Service Schedule or otherwise designated by the Company as chargeable additional work.

"Agreement" means these Terms and Conditions together with any applicable Service Schedule, proposal, quotation, renewal notice, pricing notice, plan summary, invoice, statement of work, scope confirmation, written instruction or other written document issued by the Company and accepted or acted upon by the Client.

"Business Day" means Monday to Thursday only, excluding public holidays in England.

"Call Window" means the periods during which scheduled calls may be offered by the Company, excluding public holidays, unless otherwise agreed by the Company in writing.

"Client Systems" means any website, hosting environment, domain, server, CMS, newsletter system, marketing platform, plugin, integration, form, analytics tool, CRM, third-party account or other digital platform used by or for the Client.

"Company Materials" means all templates, code, structures, systems, designs, working files, methods, processes, workflows, documentation, frameworks, concepts, copy structures, layouts, internal tools and know-how owned, created, developed or used by the Company.

"Controller", "Processor", "personal data", "processing", "data subject" and related expressions have the meanings given to them by applicable UK data protection law.

"Effective Date" means the date on which this Agreement first comes into force in accordance with clause 3 or such other date as may be specified by the Company in writing.

"Fees" means all recurring monthly plan fees, additional work fees, consultancy fees, transfer fees, administration fees, recovery costs, pass-through costs, third-party charges, travel costs and any other sums payable by the Client under this Agreement.

"Fair Usage" means use of the Services that is proportionate to the value, scope, frequency, complexity and intended operational structure of the relevant Service Schedule, as reasonably determined by the Company acting in good faith.

"Included Call" means a scheduled call expressly included within an applicable Service Schedule, subject always to the limitations, duration caps, scheduling rules and usage restrictions set out in this Agreement and that Service Schedule.

"Plan" means the applicable service tier, support level or monthly package allocated to the Client by the Company.

"Quarter" means each consecutive period of three calendar months calculated from the commencement date of the relevant Service Schedule or from such other date as the Company may reasonably designate for administration purposes.

"Request" means any request, instruction, amendment, enquiry, task, support issue, clarification, follow-up, revision point, message or demand made by the Client in connection with the Services.

"Service Schedule" means a plan-specific schedule issued by the Company setting out the applicable Plan name, Fees, inclusions, exclusions, service allowances, communication entitlements, liability cap and other service-level details.

"Services" means all website, hosting, domain, maintenance, design, communications, content, newsletter, social, administrative, strategic, consultancy and related services supplied by the Company.

"Sitewide Change" means a website change, amendment or update affecting one or more pages, sections, templates, layouts, content blocks, images, copy elements, navigation items, banners, service descriptions or equivalent website components, as determined by the Company acting reasonably.

"Term" means the minimum fixed contractual term of 12 months and any renewal term of 12 months, unless a different term is expressly stated in the applicable Service Schedule or written agreement.

"Third-Party Costs" means all costs, fees, renewals, subscriptions, licences, registrar charges, hosting charges, platform charges, plugin charges, premium tool charges, API charges, transfer charges and similar external costs incurred by the Company in supplying or maintaining the Services.

2.2 Clause headings are for convenience only and do not affect interpretation.

2.3 References to any statute or legislation include any amendment, re-enactment or replacement of the same.

2.4 Words importing the singular include the plural and vice versa.

2.5 References to "including", "includes", "for example" or similar words shall be interpreted without limitation.

2.6 Where this Agreement gives the Company a right to make a decision, exercise discretion, determine scope, classify work, refuse work, impose charges, suspend Services, require an upgrade or otherwise act, the Company shall do so reasonably and in good faith unless this Agreement expressly states otherwise.

2.7 Where this Agreement refers to something being agreed "in writing", this includes email or another written format expressly accepted by the Company.

3. Commencement, Acceptance and Formation of Contract

3.1 This Agreement, and any updated pricing structure, revised Plan structure, revised Service Schedule or revised service framework notified by the Company, shall take effect from the date specified by the Company and shall supersede any previous pricing, service structure, informal arrangement, historic discount, goodwill arrangement or previous version of terms previously applying between the parties. The Client is not required to provide any separate instruction in order for the revised structure to take effect. Continued use of the Services, continued receipt of the Services, silence, inaction, failure to object in writing, or failure to give valid notice of cancellation in accordance with this Agreement shall each constitute acceptance of the revised structure and these Terms.

3.2 The Client acknowledges and agrees that no manuscript, digital or electronic signature is required in order for this Agreement, any renewal of it, or any updated pricing, Service Schedule or Plan structure issued under it, to become binding.

3.3 For the avoidance of doubt, payment is not the sole or exclusive method of acceptance under this Agreement. The Client shall not be entitled to withhold payment on the basis that it has not signed, expressly confirmed or otherwise positively approved these Terms, any renewal of them, or any revised pricing, Service Schedule or Plan structure. Continued receipt or use of the Services, silence, inaction, failure to object in writing, or failure to serve valid notice of cancellation in accordance with this Agreement shall each constitute conclusive evidence of acceptance and shall not relieve the Client of liability for any Fees or other sums due.

3.4 No verbal statement, discussion, telephone conversation, voicemail, meeting, informal communication, assumption, expectation or course of dealing shall amend, vary, expand or override this Agreement unless expressly confirmed by the Company in writing.

3.5 The Client acknowledges that it shall not rely upon any verbal statement, informal discussion or alleged understanding which is not subsequently confirmed by the Company in writing.

3.6 In the event of any dispute regarding the scope of Services, inclusions, exclusions, pricing, approvals, instructions or obligations, the written records held by the Company shall take precedence.

4. Term, Renewal and Continuity of Service

4.1 Each Plan is supplied on a minimum fixed Term of 12 months unless expressly stated otherwise in writing by the Company.

4.2 The initial Term shall commence on the date notified by the Company as the service start date, contract start date or renewal date.

4.3 Upon expiry of the current Term, this Agreement shall automatically renew for a further fixed Term of 12 months unless the Client gives valid written notice of cancellation to the Company no later than 30 days prior to the Renewal Date. Any such notice shall take effect on the Renewal Date only, and the Services shall continue, and all Fees shall remain payable, up to and including the expiry of the current Term.

4.4 The Company will endeavour to issue renewal notices, pricing notices or related renewal communications approximately 30 days before renewal and, where reasonably possible, at least 10 days before renewal. However, failure by the Company to issue any such notice, or failure by the Client to read, acknowledge or respond to any such notice, shall not invalidate, prevent or delay renewal where the Client continues to receive, use or benefit from the Services.

4.5 The Client acknowledges that the Fees payable under this Agreement are not solely a fee for time physically spent working in any given month, but reflect a wider commercial arrangement comprising reserved capacity, ongoing availability, retained knowledge, plan allocation, business planning, Third-Party Costs, continuity of service and operational commitment.

4.6 Accordingly, the Client agrees that the 12-month structure is a material basis on which the Company enters into this Agreement and prices the Services.

4.7 Automatic Renewal and Acceptance

4.7.1 The Client acknowledges and agrees that this Agreement renews automatically at the end of each Term for a further fixed Term of 12 months unless valid written notice of cancellation is received by the Company no later than 30 days before the Renewal Date.

4.7.2 No signature, written confirmation, express approval or other positive action is required from the Client in order for renewal to take effect.

4.7.3 The Client is solely responsible for monitoring its Renewal Date and for serving notice of cancellation within the required timeframe if it does not wish to renew.

4.7.4 Failure to provide valid written notice of cancellation within the required timeframe, silence, inaction, failure to respond, or continued use or receipt of the Services beyond the Renewal Date shall each independently constitute full acceptance of the renewed Term and all applicable Fees.

4.7.5 If the Client expressly objects to the revised pricing structure, revised Service Schedule or revised terms before renewal and the parties do not agree to continue on the revised basis, the Agreement shall not renew beyond the Renewal Date. In such circumstances, the Client shall remain liable for all Fees, charges and obligations accrued or committed up to the Renewal Date at the rates previously applying, together with any transfer fees, exit fees, migration costs, administrative charges, Third-Party Costs and any other associated sums properly due in connection with termination or handover.

4.7.6 For the avoidance of doubt, where the Client objects to the revised structure before renewal and the Agreement therefore comes to an end at the Renewal Date, the Client shall have no right to renew thereafter on the historic pricing structure. Any future re-engagement or reinstatement shall be entirely at the Company’s discretion and may be made conditional upon payment of such sums as the Company may reasonably require in order to align the Client’s account with the then-current applicable pricing and Plan structure.

4A. Existing Client Transition Arrangements

4A.1 The Company reserves the right to introduce revised pricing structures, revised Service Schedules, revised service frameworks and revised contractual terms from time to time.

4A.2 Existing Clients shall be notified of such changes in writing.

4A.3 Unless otherwise stated, revised pricing, revised Service Schedules and revised service structures shall take effect from the date specified within the relevant notice.

4A.4 Where an existing Client continues to receive, use or benefit from the Services following the effective date of the revised structure, such conduct shall constitute acceptance of the revised structure.

4A.5 If an existing Client does not wish to continue under the revised structure, the Client must notify the Company in writing before the effective date specified in the notice.

4A.6 Upon such notification, the Company may:

1. allow the Client to continue until the next Renewal Date;
2. permit immediate termination subject to payment of all sums due for the remainder of the current contractual commitment;
3. decline future renewal; or
4. agree such alternative arrangement as the Company considers appropriate.

4A.7 No Client shall have any right to remain on a historic pricing structure, legacy arrangement, goodwill discount or previous service framework beyond the period expressly permitted by the Company in writing.

4A.8 Where a Client refuses to continue under a revised structure but wishes to cancel immediately before the end of the current Term, the Company may require payment of the remaining balance of the current contractual commitment together with any accrued charges, Third-Party Costs, transfer fees, migration costs, exit fees and other sums properly due.

5. Service Schedules, Plan Structure and Service Levels

5.1 The specific services, allowances, inclusions, exclusions, support levels, communication entitlements, liability caps and other service features applicable to the Client shall be determined by the Service Schedule allocated to the Client.

5.2 Each Service Schedule forms part of this Agreement.

5.3 The Company may issue revised Service Schedules from time to time in accordance with this Agreement.

5.4 Where a Service Schedule does not expressly include a particular service, feature, entitlement or benefit, that item shall be deemed excluded.

5.5 Any service, feature, entitlement or benefit described within a Service Schedule shall remain subject to Fair Usage, operational practicality and the other provisions of this Agreement.

5.6 In the event of any conflict between a Service Schedule and this Agreement, this Agreement shall prevail unless expressly stated otherwise by the Company in writing.

5.7 Certain Service Schedules may include telephone support, scheduled calls, consultancy allowances, additional change allowances or other benefits. Where such items are not expressly included in the applicable Service Schedule, they shall be deemed excluded.

5.8 The Client shall not assume that any service, support channel, allowance, feature, activity or benefit is included merely because it has previously been provided informally, supplied under a previous arrangement, or discussed verbally.

5A. Key Charges for Cancellation, Transfer and Exit

5A.1 This section highlights certain key cancellation, transfer and exit charges for ease of reference. It does not replace, limit or override the full cancellation, transfer, exit, domain, payment or liability provisions set out elsewhere in this Agreement.

5A.2 If the Client cancels, terminates, withdraws from, attempts to move away from, or otherwise seeks to end the Services before expiry of the current Term, the remaining balance of the current fixed Term shall become immediately due and payable.

5A.3 The Client shall also remain liable for all accrued Fees, Additional Work charges, Third-Party Costs, domain costs, transfer costs, exit costs, migration costs, recovery costs and any other sums due under this Agreement.

5A.4 Transfer, exit, migration, handover, domain release, website export, hosting transfer, registrar change, DNS change, nameserver change, hosting disconnection, provider change, account restructuring and similar work are not included within any monthly Plan unless expressly stated otherwise in writing.

5A.5 Transfer and exit work shall be charged at £75 per hour unless otherwise agreed in writing.

5A.6 A minimum billable time of 4 hours applies to any transfer, exit, migration, handover or similar work, being a minimum charge of £300.

5A.7 Transfer and exit work is uncapped and shall be charged according to the actual time, administration, technical effort, liaison, investigation, documentation, complexity and practical work involved.

5A.8 The Company shall not be required to begin, continue, complete, approve, cooperate with or facilitate any transfer, exit, migration, handover, domain release, website export, hosting transfer, registrar change, DNS change, nameserver change, hosting disconnection, provider change or similar work until all outstanding sums due under this Agreement have been paid in full.

5A.9 Any attempt by the Client to bypass, circumvent, transfer, move, redirect, disconnect, replace, override or otherwise alter any Company-managed domain, DNS configuration, nameserver arrangement, registrar account, hosting connection, provider arrangement or related technical service without the Company’s prior written agreement may be treated as a material breach, attempted early termination, transfer request, exit request and/or Additional Work.

5A.10 For the avoidance of doubt, cancellation, non-use, refusal to accept updated terms, movement to another provider, attempted provider change, attempted domain transfer, attempted DNS change, attempted nameserver change, attempted hosting disconnection or dissatisfaction with the Services shall not remove or reduce the Client’s liability for any sums due under this Agreement.

5A.11 Software licences, theme licences, plugin licences, premium tools, subscriptions, API keys and similar third-party products supplied, paid for or controlled by the Company do not transfer to the Client on cancellation, transfer, migration, handover or exit unless expressly agreed otherwise in writing. The Client shall be responsible for obtaining and paying for its own licences after leaving the Company.

6. Scope Control, Classification of Work and Fair Usage

6.1 The Company shall determine, acting reasonably and in good faith:

1. what constitutes one Request;
2. what constitutes one Sitewide Change;
3. whether multiple items grouped by the Client are, in substance, one change or several;
4. whether a matter falls within the included scope of the Service Schedule;
5. whether a matter amounts to Additional Work; and
6. whether the Client’s conduct or usage exceeds Fair Usage.

6.2 In assessing Fair Usage, the Company may take into account:

1. the volume, frequency and timing of Requests;
2. the complexity and fragmentation of Requests;
3. the degree of urgency asserted by the Client;
4. the extent to which the Client follows the agreed communication method;
5. the extent of repeated follow-up, repeated clarifications or repeated avoidable interruptions;
6. the burden created by unscheduled calls or meeting requests;
7. the cumulative support load relative to the Fees payable under the applicable Service Schedule; and
8. whether the Client’s working style requires a higher service level than its current Service Schedule reasonably supports.

6.3 Where the Company reasonably determines that the Client’s usage exceeds Fair Usage, the Company may:

1. classify further work as Additional Work;
2. require the Client to upgrade to a higher Plan or Service Schedule;
3. defer or limit Requests;
4. insist on consolidated written instructions;
5. restrict access to calls and non-email communication;
6. decline to treat certain work as included; and
7. refuse renewal or terminate the Agreement on notice if the relationship has become commercially unsuitable.

6.4 Unused allocations do not roll over unless the Company expressly agrees otherwise in writing.

6.5 The Company may require the Client to consolidate multiple fragmented, piecemeal or ongoing Requests into a single written instruction.

6.6 Repeated fragmented Requests, drip-fed instructions or serial amendments may be treated as Additional Work irrespective of whether the underlying subject matter relates to the same project or task.

7. Additional Work, Rates and Approval Thresholds

7.1 The Company’s standard hourly rate for Additional Work is £75 per hour unless otherwise stated in the applicable Service Schedule or written agreement.

7.2 The minimum booking time for Additional Work is 2 hours, being a minimum charge of £150, unless otherwise stated in writing by the Company.

7.3 Additional Work includes, without limitation:

1. work beyond the number of included Sitewide Changes;
2. urgent, expedited, interruption-based or same-day work;
3. unscheduled calls;
4. additional scheduled calls beyond any Included Call allowance;
5. strategy, consultancy or advisory work;
6. website troubleshooting;
7. plugin or platform issue diagnosis;
8. account recovery;
9. content migration;
10. substantial design reworks;
11. work caused by changes of mind;
12. work caused by contradictory, fragmented or incomplete instructions;
13. work caused by Client edits, third-party edits or broken configurations;
14. migration, transfer or exit work;
15. legal, compliance or data-related administration beyond ordinary delivery; and
16. any other work designated by the Company as being outside Plan scope.

7.4 The Client acknowledges that Additional Work may be chargeable whether or not the Client has first requested a formal estimate.

7.5 Where reasonably practicable, the Company will notify the Client when a Request falls outside scope. However, failure to provide advance notice shall not by itself prevent the Company from charging for out-of-scope work where the nature of the work is objectively additional.

7.6 Where Additional Work charges under ordinary monthly support reach £500, the Company may pause that additional work and seek confirmation before continuing.

7.7 Where Additional Work charges exceed £1,000, the Company will pause and consult the Client before continuing, save where urgent stabilisation, security, continuity or protective work is reasonably required.

7.8 The Company is under no obligation to prioritise, expedite or interrupt existing commitments in order to accommodate urgent Requests made by the Client.

8. Fees, Payment Terms and Billing

8.1 Monthly Plan fees are payable monthly in advance unless the Company agrees otherwise in writing.

8.2 Payments shall be made by BACS standing order to the bank account nominated by the Company unless the Company agrees otherwise in writing.

8.3 The Client shall set up and maintain the relevant standing order. Failure to do so shall not remove or reduce the Client’s liability to pay.

8.4 All sums due under this Agreement shall be paid in full without set-off, deduction, withholding, counterclaim or abatement except where required by law.

8.5 If the Client disputes an invoice, the Client must notify the Company promptly in writing with full details. The Client shall still pay any undisputed part of the invoice by the due date.

8.6 The Client acknowledges that failure to receive an invoice, reminder or chasing message does not extinguish the payment obligation.

8.7 All Fees are exclusive of VAT unless stated otherwise. Where VAT becomes chargeable, VAT shall be payable in addition to the stated Fees.

8.8 The Client acknowledges that Fees payable under this Agreement secure access to the Services, reserved operational capacity and ongoing availability, and are not dependent upon the Client making full use of every included feature, allowance or entitlement.

9. Late Payment, Interest, Administration Charges and Recovery

9.1 If any sum due under this Agreement is not paid on time, it shall become overdue immediately.

9.2 If one monthly payment is missed, the Client shall have until the next billing month to bring the account fully up to date, meaning the missed payment and the next payment must both be paid.

9.3 The Client may not carry more than one missed billing month.

9.4 If the Client fails to bring the account fully up to date by the next billing cycle, the Company may, without prejudice to any other right or remedy:

1. suspend Services in whole or in part;
2. refuse to carry out further work;
3. restrict, disable or disconnect hosted services under its control;
4. remove or suspend websites or connected systems under its control;
5. terminate this Agreement;
6. require future payments in advance; and
7. recover the debt formally.

9.5 Interest shall accrue on overdue sums at 8% per annum above the Bank of England base rate, calculated on a daily basis, to the extent legally applicable to the contract in question.

9.6 In addition to interest, the Company may charge an administration fee of £50 per week for time spent monitoring, documenting, chasing, managing and handling overdue accounts.

9.7 The Client agrees that the administration charge under clause 9.6 is a contractual charge reflecting additional administrative burden and is not a penalty.

9.8 The Company may also recover reasonable debt-recovery costs and enforcement costs where lawful.

9.9 Any indulgence, payment plan, extension or temporary leniency shall not amount to a waiver of the Company’s rights.

10. Pricing, Third-Party Costs and Variations in Fees

10.1 The Company reserves the right to review, restructure and adjust its pricing structure from time to time.

10.2 Pricing changes will normally take effect on renewal unless otherwise notified in writing by the Company.

10.3 In exceptional circumstances, pricing may be adjusted during a Term where there are reasonable commercial grounds to do so, including but not limited to:

1. material increases in the Company’s operating costs;
2. increases in hosting, registrar, platform, licence or other Third-Party Costs;
3. a material increase in the Client’s support requirements or service burden;
4. a material mismatch between the Client’s actual usage and the assumptions of the current Service Schedule; or
5. circumstances in which continued supply at the existing price is no longer commercially viable.

10.4 Any mid-term price change shall be proportionate and based on reasonable commercial factors.

10.5 The Company will give reasonable written notice of any pricing variation.

10.6 Continued use of the Services after the effective date of a pricing change shall constitute acceptance of the revised pricing.

10.7 The Client acknowledges that Third-Party Costs may increase over time and agrees to pay for such increases where they relate to the Client’s Services, whether by direct recharge, revised pricing or separate invoicing, as reasonably determined by the Company.

11. Communication Channels, Working Method and Contact Rules

11.1 The Company operates an email-first workflow. Email is the primary and official communication channel for all Requests, approvals, instructions, clarifications, support issues and related communication.

11.2 The Company does not provide service handling, support, task management or instruction intake via:

1. SMS or text message;
2. WhatsApp or similar messaging platforms;
3. social media messaging including, without limitation, Facebook, Instagram and LinkedIn messages; or
4. any personal messaging channel.

11.3 Communications sent via any unauthorised channel may be ignored, unanswered, redirected to email or disregarded for workflow purposes.

11.4 The Company shall not be liable for missed instructions, delays or failures to act where the Client chooses to communicate via channels outside those specified in this Agreement.

11.5 The Client acknowledges that written communication is generally more efficient, more accurate and more auditable than verbal communication and may be required by the Company in place of calls or meetings.

11.6 The Company shall be entitled to determine the communication method used for delivery of the Services.

11.7 The Client acknowledges that the Company operates a written-first workflow and that written communications take precedence over verbal communications.

11.8 The Company may require any instruction, approval, amendment, Request, decision or authority to be confirmed in writing before actioning it.

11.9 The Company shall not be liable for misunderstanding, omission, error, delay or dispute arising from verbal instructions which are not subsequently confirmed in writing.

11.10 Where a discrepancy exists between verbal and written instructions, the written instruction shall prevail.

12. Calls, Scheduling, Missed Calls and Chargeable Calls

12.1 Calls are available only where expressly included within the Client’s applicable Service Schedule.

12.2 Where the applicable Service Schedule does not expressly include calls, no telephone calls, video calls, online meetings, Zoom meetings, Microsoft Teams meetings, Google Meet meetings or equivalent meetings are included.

12.3 Any Included Call:

1. must be scheduled in advance by the Client using the Google Calendar booking link or such other booking method as the Company may notify from time to time;
2. is available only where expressly included within the Client’s applicable Service Schedule;
3. must be requested with at least 2 Business Days’ notice, with longer notice preferred;
4. must fall within the Call Window;
5. must not exceed 15 minutes; and
6. is subject to Fair Usage and reasonable availability.

12.4 Calls are not offered on Fridays, weekends or public holidays.

12.5 If the Client fails to attend a scheduled call, cancels with less than 24 hours’ notice, or is so late that the call cannot reasonably proceed, the Company may treat the call as used and/or charge for the time reserved at the Company’s standard hourly rate, subject to a minimum charge of one hour.

12.6 Matters not raised within the scheduled call time may require a further booking or may be treated as Additional Work.

12.7 The Company does not accept unscheduled calls as part of ordinary service delivery.

12.8 Unscheduled calls, where answered by the Company at its discretion, are not included within standard service delivery unless expressly stated in the applicable Service Schedule.

12.9 Where the Client makes or continues an unscheduled telephone call and the Company answers or deals with the call, the call shall be chargeable at £5 per minute, subject to a minimum charge of 2 minutes per call. Any part-minute may be rounded up to the nearest full minute.

12.10 The Client acknowledges that this charge reflects the interruption, disruption, context-switching, administration, note-taking, follow-up and unscheduled nature of telephone support outside the agreed communication process.

12.11 The Client further acknowledges that the charge is not a penalty, but a reasonable charge for dealing with unscheduled telephone communication outside the agreed written workflow.

12.12 By initiating or continuing an unscheduled call that is answered, the Client agrees to the applicable charges.

12.13 The Company is under no obligation to answer, return, continue or action any unscheduled call.

12.14 The Company reserves the right to refuse, decline, reschedule or redirect any call where the matter can more effectively be handled by email.

12.15 Any work, task, investigation, amendment, follow-up action or support arising from an unscheduled call may be treated as Additional Work where it falls outside the applicable Service Schedule.

13. In-Person Meetings

13.1 In-person meetings are not included within any standard monthly Plan unless expressly stated in the applicable Service Schedule.

13.2 The Company does not ordinarily attend in-person meetings and may refuse any such request without explanation.

13.3 The Company may, at its sole discretion acting reasonably, offer an in-person meeting where it considers this commercially and practically appropriate.

13.4 Any in-person meeting, if agreed, shall be subject to availability, location, distance, travel time, traffic, out-of-pocket cost and any other relevant practical factor.

13.5 The Company may charge for travel time, meeting time, mileage, parking, accommodation, subsistence and any associated cost at the rates notified to the Client.

13.6 The Client acknowledges that, in most circumstances, matters can be handled more efficiently via email and that the Company may require written communication instead of an in-person meeting.

14. Response Times, Turnaround, Priority and Urgency

14.1 The Company does not guarantee any particular response time, turnaround time or completion deadline unless expressly agreed in writing.

14.2 All work is scheduled according to workload, priority, availability, complexity and operational practicalities.

14.3 The Client acknowledges that the Services are not an on-demand or instant-response service.

14.4 No same-day, immediate or emergency support is guaranteed under any standard Plan unless expressly agreed in writing.

14.5 Requests marked urgent by the Client shall not automatically be treated as urgent by the Company.

14.6 The Company may designate urgent, reactive, interruption-based or expedited work as Additional Work and charge accordingly.

15. Client Responsibilities, Content, Instructions and Utilisation

15.1 The Client shall:

1. provide clear, accurate, complete and timely instructions;
2. provide all necessary content, copy, images, approvals, access credentials and permissions in a usable format;
3. ensure that all information supplied is lawful, accurate and suitable for publication or use;
4. review work and raise any issue promptly; and
5. cooperate reasonably with the Company in the performance of the Services.

15.2 The Client warrants that any material it supplies does not infringe any third-party rights and is not unlawful, defamatory, misleading, offensive or otherwise improper.

15.3 The Company shall not be responsible for errors, non-compliance, delay or loss caused by inaccurate, incomplete, contradictory, fragmented or late Client instructions.

15.4 Delays caused by the Client do not reduce or extinguish Fees.

15.5 The Company shall not be responsible for the quality, resolution, suitability, effectiveness, formatting, legality, optimisation, accessibility or technical standard of materials supplied by the Client.

15.6 The Company may, but is not obliged to, reject materials it reasonably considers unsuitable for use.

15.7 Where the Company reasonably requests content, information, approvals, files, images, credentials, decisions, feedback or other material required to progress a task, request or project, the Client shall provide such information within 2 Business Days unless otherwise agreed.

15.8 If the Client fails to respond within that period, the Company may pause the relevant work.

15.9 Once paused, the work shall be removed from the Company’s active workflow and may be rescheduled according to availability when the Client subsequently responds.

15.10 The Company shall not be liable for any delay arising from such rescheduling.

15.11 Any time required to review, re-familiarise, restart, reassess or reorganise paused work may be treated as Additional Work where reasonable.

15.12 The Company shall not be obliged to repeatedly request, chase, remind, pursue or encourage the Client to provide content, files, approvals, decisions, instructions, access credentials or other information required to progress work.

15.13 The Client acknowledges that it is solely responsible for utilising the Services, allowances, allocations and benefits available under its applicable Service Schedule.

15.14 The Company shall not be responsible for reminding the Client of the Services, allowances, inclusions, exclusions, benefits or entitlements available under its Service Schedule.

15.15 The Client acknowledges that details of the applicable Plan, Service Schedule and included services will have been supplied by the Company and it shall be the Client’s responsibility to retain, review and refer to those documents as required.

15.16 The Company shall not be liable where the Client fails to utilise, request or take advantage of any part of the Services made available under its Service Schedule.

15.17 Unused allowances, support allocations, included changes, reviews, consultations or other Service Schedule benefits shall expire in accordance with the applicable Service Schedule and shall not roll over unless expressly agreed in writing.

15.18 No refund, credit, discount, extension, rollover, reduction in Fees or other compensation shall arise solely because the Client has failed to utilise the Services, whether in whole or in part.

15.19 The Client warrants that it owns, controls or otherwise possesses all necessary rights, permissions, licences and authority required for any content, material, image, logo, video, audio, document, text, design, trademark or other asset supplied to the Company.

15.20 The Company shall be entitled to rely upon that warranty without further investigation.

15.21 The Client shall indemnify and keep indemnified the Company against all claims, liabilities, costs, losses and expenses arising from content supplied by the Client.

15.22 The Client remains responsible for maintaining access to all third-party systems, accounts, registrar accounts, hosting platforms, social media accounts, business profiles and similar services not directly controlled by the Company.

15.23 The Company shall not be liable for delay, disruption or inability to perform work arising from unavailable access credentials or unavailable third-party accounts.

16. Approvals, Change of Mind and Fragmented Revisions

16.1 Work is carried out on the basis of the Client’s instructions and approvals.

16.2 Where the Client changes its mind, reverses an approval, supplies new direction after work has begun, provides instructions in fragmented stages or gives contradictory feedback, the resulting work may be treated as Additional Work.

16.3 The Company may rely on the latest written instruction or approval received from the Client.

16.4 The Client acknowledges that piecemeal, repeated or evolving Requests materially increase the service burden and may therefore give rise to additional charges.

16.5 Where the Company submits work, content, designs, layouts, graphics, website amendments, proofs, configurations, pages, copy, branding materials or other deliverables for approval, the Client shall review such materials and notify the Company of any objection, correction or required amendment within 5 Business Days.

16.6 If the Client fails to raise any objection within that period, the Company may conclusively treat the relevant work as approved, accepted and authorised for completion, publication, deployment or closure.

16.7 The Company shall be entitled to close, archive or otherwise remove the matter from its active workflow following deemed approval.

16.8 The Company shall determine, acting reasonably, whether any subsequent request constitutes a correction of an existing issue or Additional Work.

16.9 Any amendment, alteration, revision, redesign, enhancement, expansion or other change requested after deemed approval may be treated as Additional Work and charged accordingly.

17. Client Conduct and Working Relationship

17.1 The Client shall act reasonably, professionally and cooperatively in its dealings with the Company.

17.2 The following may be treated as unreasonable conduct for the purposes of this Agreement:

1. repeated excessive contact;
2. repeated attempts to communicate through unauthorised channels;
3. repeated demands for urgency without agreement;
4. repeated disregard of the agreed workflow;
5. unreasonable, aggressive or abusive behaviour;
6. unrealistic expectations as to speed or scope;
7. repeated attempts to obtain unpaid extra work;
8. repeated weekend or Friday contact contrary to the agreed process;
9. abusive, threatening, intimidating, discriminatory, harassing or otherwise unreasonable conduct; and
10. conduct which the Company reasonably considers to make the working relationship unsuitable.

17.3 Where unreasonable conduct occurs, the Company may impose tighter communication conditions, classify work as Additional Work, require a Plan upgrade, restrict access to calls, suspend service or terminate the Agreement.

18. Client Responsiveness, Inactivity and Abandonment

18.1 Where the Client fails to respond to reasonable requests for information, instructions, approvals or necessary action for a period of 14 days or more, the Company may treat the matter as one of Client inactivity.

18.2 In cases of Client inactivity, the Company may suspend work, disable or remove Services under its control, cancel hosting or domain renewals, archive material or otherwise protect its operational position.

18.3 The Company shall not be liable for any loss arising from action taken under clause 18.2 where such action is reasonably taken following Client inactivity.

18.4 The Client shall remain liable for all Fees and all contractual obligations notwithstanding inactivity or suspension.

18.5 The Company shall not be obliged to maintain active scheduling of any task, project, change request or work item indefinitely.

18.6 Where work is paused due to Client inactivity, missing information, missing approvals or failure to provide required materials, the Company may reallocate the relevant time to other clients and projects.

18.7 The Company does not guarantee immediate reinstatement of paused work.

18.8 Paused work shall resume only when operationally practical for the Company.

19. Term Commitment, Early Termination and Remaining Fees

19.1 The Client agrees to remain liable for the full fixed Term once that Term has commenced.

19.2 If the Client cancels, terminates, withdraws from or otherwise seeks to end the Services before expiry of the current Term, then, without prejudice to any other right or remedy:

1. the remaining balance of the current fixed Term shall become immediately due and payable; and
2. the Client shall remain liable for all accrued Additional Work, Third-Party Costs, transfer costs, recovery costs and any other sums due.

19.3 The Client acknowledges that the sums payable under clause 19.2 represent a genuine minimum commercial commitment reflecting reserved capacity, retained availability, Third-Party Costs, hosting commitments, domain commitments, business planning and continuity of service and are not a penalty.

19.4 The Company may, but is not obliged to, agree to an alternative settlement or payment arrangement at its sole discretion acting reasonably.

20. Transfer, Exit, Migration and Handover Work

20.1 Transfer, migration, release, export, handover, forwarding, account restructuring and similar exit work are not included within any monthly Plan unless expressly stated otherwise in writing.

20.2 Transfer and exit work shall be charged at £75 per hour unless otherwise agreed in writing.

20.3 A minimum billable time of 4 hours shall apply to any transfer or exit work, being a minimum charge of £300.

20.4 Transfer and exit work is uncapped and shall be charged according to the actual time, administration, technical effort, liaison and complexity involved.

20.5 Where such charges exceed £1,000, the Company will consult the Client before continuing unless urgent protective work is reasonably required.

20.6 The Company shall not be obliged to begin or complete transfer work until all outstanding sums under this Agreement have been paid in full.

21. Domains, Domain Control and Transfer of Domains

21.1 Where the Company identifies, researches, acquires, registers, purchases or renews a domain using the Company’s own funds, account or details, the Company shall retain legal and administrative control of that domain unless and until transferred by the Company.

21.2 During the Term, the Client is granted a revocable right to use the domain in connection with its business subject always to payment of all sums due and compliance with this Agreement.

21.3 The Client acknowledges that where the Company has acquired and held a domain in its own name, the domain is not automatically required to be transferred to the Client on demand.

21.4 If, on termination or otherwise, the Client requests transfer or release of such domain, the Company may require, as conditions of transfer:

1. payment in full of all outstanding contractual sums;
2. payment of an administrative transfer fee;
3. reimbursement of all registration, renewal and associated Third-Party Costs incurred by the Company; and
4. payment of the Company’s standard hourly rate for the time spent preparing, managing and completing the transfer.

21.5 The Company shall act reasonably in facilitating transfer once the Client has satisfied all obligations.

21.6 The Company does not guarantee that any domain can be retained, renewed or transferred, as domain availability and administration remain subject to third-party registrar rules, policies and technical conditions.

21.7 The Company shall not be liable for any loss of domain resulting from expiry, registrar action, policy enforcement, non-payment, incorrect details, transfer delay outside the Company’s control or failure by the Client to complete the transfer process.

21.8 The Client acknowledges that domain renewal dates, registrar rules, DNS propagation, transfer locks, registry requirements and external platform policies are outside the sole control of the Company.

21.9 Where a domain name, DNS configuration, registrar account, nameserver configuration or related domain service is managed, controlled, administered or maintained by the Company, the Client shall not attempt to transfer, move, redirect, disconnect, replace, bypass, override or otherwise alter that domain name or domain configuration without the Company’s prior written agreement.

21.10 The Client shall not attempt to move any Company-managed domain name, DNS configuration, nameserver arrangement, registrar account, hosting connection or related domain service to another provider, registrar, host, developer, agency or third party without following the Company’s transfer, exit and handover process.

21.11 Any unauthorised attempt to transfer, move, redirect, disconnect, replace, bypass, override or alter a Company-managed domain, DNS configuration, nameserver arrangement, registrar account, hosting connection or related domain service may be treated by the Company as:

1. a material breach of this Agreement;
2. an attempted circumvention of the Company’s managed service arrangement;
3. a request for transfer, exit, migration or handover work;
4. Additional Work; and/or
5. an attempted early termination of the Services.

21.12 Where the Client carries out, instructs, permits, assists or attempts any unauthorised domain, DNS, registrar, nameserver, hosting or provider change, the Client shall remain liable for:

1. all Fees due for the remainder of the current Term;
2. all accrued Fees, Additional Work charges, Third-Party Costs and domain-related costs;
3. all transfer, exit, migration, handover and administrative charges;
4. any time required by the Company to investigate, document, reverse, repair, stabilise, reconnect, recover or otherwise deal with the unauthorised change or attempted change; and
5. any other sums due under this Agreement.

21.13 Any transfer, exit, migration, handover, domain release, DNS change, registrar change, nameserver change, hosting disconnection or provider change requested by the Client shall be chargeable in accordance with clause 20 of this Agreement unless expressly agreed otherwise in writing by the Company.

21.14 For the avoidance of doubt, transfer, exit, migration, handover, domain release, DNS change, registrar change, nameserver change, hosting disconnection or provider change work shall be charged at the Company’s standard transfer and exit rate, being £75 per hour, subject to a minimum billable time of 4 hours and a minimum charge of £300, unless otherwise agreed in writing.

21.15 The Company shall not be obliged to begin, complete, approve, cooperate with or facilitate any domain transfer, domain release, registrar change, DNS change, nameserver change, hosting disconnection, provider change, migration, export or handover until all outstanding sums due under this Agreement have been paid in full.

21.16 The Client acknowledges that Company-managed domain and DNS arrangements form part of the managed service supplied by the Company and are not to be altered, transferred or interfered with except through the Company’s agreed written process.

21.17 The Company may suspend, restrict or terminate Services where the Client attempts to circumvent, bypass, remove or interfere with the Company’s management of any domain, DNS configuration, hosting connection, registrar arrangement, nameserver arrangement or related technical service.

22. Hosting, Third-Party Services and Pass-Through Costs

22.1 The Company may rely on third-party providers for hosting, registration, email delivery, plugins, integrations, software tools, infrastructure, APIs and related services.

22.2 The Company does not guarantee the acts, omissions, availability, pricing, policy position, technical stability or long-term continuity of any third-party provider.

22.3 The Company shall not be liable for any loss, outage, issue, restriction, block, data loss, delay, incompatibility, price increase or technical failure caused by any third-party provider.

22.4 Third-Party Costs are payable by the Client where applicable and may be passed through directly, reflected in pricing or invoiced separately.

22.5 The Company shall not be liable where functionality changes, becomes unavailable, is removed or is materially altered by a third-party platform, provider, software developer or service provider.

22A. Third-Party Business Systems

22A.1 The Company may, where agreed separately, assist with the setup, configuration, administration or management of Google Workspace or similar third-party business systems.

22A.2 Such services do not form part of any standard Plan unless expressly stated otherwise in writing.

22A.3 The Client acknowledges that Google Workspace, Gmail, Google Drive, Google Docs, Microsoft 365 and similar services are provided and controlled by third-party providers.

22A.4 The Company shall not be liable for outages, account suspensions, service interruptions, policy changes, data loss, email delivery issues, licensing changes, platform changes, pricing changes or technical failures affecting such systems.

22A.5 Ongoing management, administration, monitoring, employee account management, licence management, onboarding, offboarding and support for such systems may be treated as Additional Work or supplied under a separate agreement.

22A.6 The Company does not guarantee delivery, receipt, inbox placement or successful transmission of emails. Email delivery remains dependent upon third-party providers, spam filters, security systems, recipient settings and other factors outside the Company’s control.

22B. Software, Licences, Themes, Plugins and Premium Tools

22B.1 The Client acknowledges that websites and digital services supplied, hosted, maintained or managed by the Company may rely upon third-party software, themes, plugins, extensions, licences, subscriptions, premium tools, APIs, integrations or similar digital products.

22B.2 Unless expressly agreed otherwise in writing, any software, theme, plugin, extension, licence, subscription, premium tool, API, integration or similar product supplied, paid for, held, administered or made available by the Company remains under the Company’s control and does not transfer to the Client.

22B.3 Where the Company makes a software licence, theme licence, plugin licence, premium tool or similar third-party product available to the Client as part of the Services, this is provided only during the period in which the Client remains under an active paid Agreement with the Company.

22B.4 The Client is granted no ownership, transfer right, account access right, licence assignment right or ongoing entitlement to use any Company-held software licence, theme licence, plugin licence, premium tool, subscription, API key, developer account or similar third-party product after termination, cancellation, transfer, migration, handover or expiry of the Services.

22B.5 If the Client transfers away from the Company, moves the website to another provider, requests handover, cancels the Services, allows the Services to expire, or otherwise ceases to receive Services from the Company, the Client shall be solely responsible for purchasing, licensing, renewing, configuring, replacing and maintaining any software, theme, plugin, extension, premium tool, subscription, API, integration or similar product required for the continued operation of the website or digital service.

22B.6 The Company shall not be required to transfer, assign, share, disclose, release or continue providing access to any licence key, software account, plugin account, theme account, developer account, premium tool account, API key, subscription account or similar third-party product controlled by the Company.

22B.7 The Company shall not be liable for any loss, cost, fault, incompatibility, downtime, broken functionality, reduced functionality, security issue, update failure, design change, performance issue or other consequence arising because the Client or a new provider has not purchased, renewed, configured, replaced or maintained the required software, themes, plugins, licences, tools or subscriptions after leaving the Company.

22B.8 Any work required to identify, replace, remove, reconfigure, reconnect, migrate, substitute or advise upon software, themes, plugins, licences, subscriptions, APIs, premium tools or integrations during transfer, exit, migration or handover shall be treated as transfer, exit or Additional Work and charged in accordance with this Agreement.

22B.9 For the avoidance of doubt, the inclusion of a third-party licence, theme, plugin, premium tool or software product during the active Term does not create any obligation for the Company to continue funding, supplying, renewing or making that item available after the Client leaves, cancels, transfers, migrates or ceases to pay for the Services.

23. Website Availability, Uptime and Maintenance

23.1 The Company does not guarantee uninterrupted availability, uninterrupted uptime, continuous access, fault-free operation or error-free operation of any website or digital service.

23.2 The Client acknowledges that websites and digital systems are inherently subject to downtime, interruption, latency, maintenance windows, software conflicts, platform issues, infrastructure issues, DNS propagation, server issues and other factors.

23.3 The Company will use reasonable endeavours to maintain stable and reliable service and to minimise avoidable disruption where reasonably possible.

23.4 The Company may carry out updates, patches, upgrades, maintenance, deployments or technical work from time to time. Where possible, such work will be scheduled at strategically chosen times intended to reduce disruption.

23.5 The Company may refer to indicative historical uptime figures for context, but no such figure forms a contractual uptime guarantee or service level promise unless expressly agreed in writing.

23.6 The Company shall not be liable for any loss, disruption, cost or consequence arising out of downtime, maintenance, patching, updates, outages or service unavailability.

23A. Business Results Disclaimer

23A.1 The Company does not guarantee enquiries, leads, sales, revenue, profit, business growth, conversions, rankings, visibility, engagement, audience growth or any other commercial result.

23A.2 The Client acknowledges that business performance depends upon numerous factors outside the Company’s control.

23A.3 The Services are provided on a reasonable endeavours basis only.

23A.4 The Company does not guarantee indexing, ranking, visibility, placement or prominence within any search engine, AI search platform, directory service, map service or similar platform.

23A.5 The Company does not guarantee inclusion within Google Business Profile results, Maps results, featured snippets, AI-generated search summaries or any other search or discovery feature.

24. Security, Malicious Activity, Viruses and External Attack

24.1 The Company will take reasonable steps, consistent with the nature and value of the Services, to maintain the general security and stability of websites and systems under its control.

24.2 However, no website, platform or system can be guaranteed to be fully secure at all times.

24.3 The Company does not guarantee protection against hacking, malware, injected code, unauthorised access, exploit attempts, denial-of-service attacks, third-party compromise, credential theft or other cyber threats.

24.4 The Company shall not be liable for any loss, damage, cost, claim or consequence arising from:

1. hacking, malicious activity or unauthorised access;
2. viruses, malware or injected code;
3. exploitation of third-party plugins, themes, extensions or integrations;
4. infrastructure vulnerabilities outside the Company’s control;
5. actions or omissions of third parties; or
6. phishing, credential compromise or similar user-side security failures.

24.5 The Company shall not be liable for losses suffered by the Client, its customers or any third party, including financial loss, loss of data, equipment damage, time loss, business interruption, reputational loss or any personal or property loss allegedly arising from the use of the Client’s website or systems, save to the extent liability cannot lawfully be excluded.

24.6 Nothing in this Agreement excludes liability to the extent such liability cannot be excluded by law.

25. Client Access, Client Edits and Third-Party Edits

25.1 Where the Client or a third party engaged by the Client is given access to the website, CMS, hosting account, domain settings, plugin settings, newsletter platform or any other Client System, such access is used at the Client’s own risk.

25.2 The Company shall not be liable for any issue, breakage, loss, corruption, error, misconfiguration, conflict, malfunction or degradation caused by changes made by the Client or any third party engaged by the Client.

25.3 Any work required to diagnose, repair, restore, rebuild or otherwise remedy issues caused by such changes shall be treated as Additional Work and charged at the Company’s standard hourly rate.

25.4 The Client acknowledges that such repair work may require substantial time and, depending on complexity, may take hours, days or weeks.

25.5 The Client is advised not to make changes unless competent and confident to do so.

26. Backups and Data Retention

26.1 Backups are not included within any standard Plan unless expressly agreed in writing as a separate paid service.

26.2 The Company does not advertise, promise or guarantee backups unless expressly agreed in writing.

26.3 Even where backups are undertaken, the Company does not guarantee that any particular backup exists, is current, is restorable, is complete or will be sufficient for the Client’s needs.

26.4 The Client remains solely responsible for maintaining its own independent backups of all website content, data, media, databases, mailing lists and other digital materials.

26.5 The Company shall not be liable for any data loss, content loss or restoration failure, whether or not backups exist.

26A. File Retention, Source Files and Archiving

26A.1 The Company is not an archival, storage or file-management service.

26A.2 Unless expressly agreed in writing as part of a separate paid service, the Company shall have no obligation to retain, archive, store, catalogue, organise, maintain or preserve Client files, source files, working files, project files, original media, raw imagery, raw video, layered design files, exported assets, emails, documents, databases, website assets or other materials after completion of the relevant work.

26A.3 The Company may, at its sole discretion, retain copies of certain materials for operational purposes during the provision of the Services. Any such retention shall not create any obligation to continue retaining those materials.

26A.4 Upon termination of the Services, completion of a project, or where files are otherwise no longer required for the delivery of the Services, the Company may permanently delete files from its local devices, cloud storage, archives, backup systems and working environments.

26A.5 The Company will ordinarily retain files for a period of up to 90 days following termination or completion. However, this period is indicative only and does not constitute a guarantee that any file will remain available for any minimum period.

26A.6 Following deletion, materials may exist only in the form, resolution, quality, compression level, format or configuration in which they appear on the live website, if they remain published there at all.

26A.7 The Client acknowledges and agrees that it is solely responsible for maintaining its own copies, backups and archives of all content, files, media, source materials and project assets.

26A.8 The Company shall have no liability whatsoever for any loss arising from the deletion, non-retention, corruption, unavailability or destruction of files once the Client has been given a reasonable opportunity to obtain its own copies.

26A.9 Requests for historical files, source files, archives or previously supplied materials may be treated as Additional Work and may be chargeable at the Company’s prevailing rates, provided such materials still exist.

27. Data Protection, GDPR and Allocation of Responsibility

27.1 The Client acknowledges and agrees that it is the Data Controller in respect of all personal data collected, stored, processed or otherwise handled through any website, form, mailing system, plugin, analytics tool, CRM, newsletter system or equivalent service used for the Client’s business.

27.2 The Client is solely responsible for ensuring compliance with all applicable data protection laws, including UK GDPR and the Data Protection Act 2018.

27.3 The Client’s responsibilities include, without limitation:

1. determining the lawful basis for processing;
2. obtaining valid consent where required;
3. maintaining compliant privacy notices and cookie notices;
4. ensuring lawful mailing list operation and direct marketing compliance;
5. responding to subject access requests and other data subject rights requests; and
6. maintaining lawful retention, deletion and security practices.

27.4 The Company does not act as Data Controller at any time.

27.5 Where the Company has incidental or limited access to personal data in the course of providing the Services, it does so only as a Processor acting on the Client’s instructions and only to the extent reasonably necessary to provide the Services.

27.6 The Company does not independently determine the purposes for which Client personal data is collected or used.

27.7 The Company does not provide legal advice on data protection compliance and does not guarantee that the Client’s website, mailing setup, plugin configuration, cookie setup or data practices are compliant.

27.8 All data protection enquiries, complaints, subject access requests, data erasure requests, objections, regulatory questions and similar matters must be dealt with by the Client and not the Company.

27.9 The Company shall not be liable for any regulatory investigation, complaint, fine, sanction, claim, loss or penalty arising from the Client’s data processing practices, except to the extent directly caused by the Company’s own unlawful processing outside the Client’s instructions.

27.10 The Client shall indemnify and keep indemnified the Company against all losses, liabilities, costs, claims, damages and expenses arising from the Client’s failure to comply with applicable data protection law.

28. Legal Compliance, Content Compliance and Regulatory Action

28.1 The Client is solely responsible for ensuring that its website, content, advertising, products, services, newsletter activity, social content and business operations comply with all applicable laws and regulations.

28.2 This includes, without limitation, laws relating to content legality, advertising, age-restricted content, adult content, consumer law, e-commerce law, data protection, cookies, direct marketing and sector-specific regulation.

28.3 The Company does not undertake legal review of the Client’s website or business and is not responsible for the legality of the Client’s content or activity.

28.4 Where a website or service is restricted, blocked, filtered, demoted, suspended, penalised or otherwise affected by a regulator, government body, internet provider, platform provider, search engine or other third party, the Company shall not be liable for any resulting loss, cost, disruption or consequence.

28.5 If the Company reasonably considers that the Client’s website or activities expose the Company to legal, regulatory, reputational or operational risk, the Company may suspend or terminate the Services.

28.6 If a website is blocked, restricted or deemed unsuitable by a regulator, authority or platform, the Client shall remain liable for all Fees due under this Agreement, including any remaining commitment for the current Term.

29. Refunds

29.1 All Fees paid under this Agreement are non-refundable.

29.2 The Client acknowledges that the Fees reflect reserved capacity, time allocation, committed Third-Party Costs, hosting arrangements, domain arrangements, administrative setup and the nature of digital services.

29.3 In exceptional circumstances only, the Company may, at its sole discretion acting reasonably, offer a partial refund.

29.4 Any refund, if offered, shall take into account all costs already incurred by the Company, including hosting, domain registration, licences, subscriptions, time spent, administrative burden and any other committed or sunk cost.

29.5 The Client acknowledges that no refund shall be available merely because the Client has changed its mind, failed to use the Services, made poor use of the Services, or has become dissatisfied for reasons outside the Company’s control.

30. Intellectual Property, Licence and Use of Materials

30.1 All intellectual property rights in the Company Materials shall remain vested in the Company at all times.

30.2 Unless expressly agreed otherwise in writing, all designs, layouts, structures, code, templates, systems, workflows, internal methods, formats and similar materials created or used by the Company remain the property of the Company.

30.3 Subject to full payment of all Fees due, the Client is granted a non-exclusive, non-transferable, revocable licence to use the delivered output for its intended business purpose during the continuation of the Agreement.

30.4 The Client shall have no right to sell, licence, assign, exploit, extract or repurpose the Company’s systems, templates, methods or internal frameworks except as expressly permitted by the Company in writing.

30.5 The Company may suspend or revoke the licence granted under clause 30.3 where sums are outstanding or where the Agreement has been terminated and the Client has not satisfied all outstanding obligations.

30.6 Where the Client has specifically commissioned stand-alone design work under a separate written arrangement providing for transfer or assignment, that separate written arrangement shall govern ownership of that specific commissioned work only.

30.7 Unless otherwise agreed in writing, the Company may display completed work, websites, designs, branding, imagery, screenshots and project examples within its portfolio, marketing materials, website, social media channels and promotional content.

30.8 The Company may retain copies of completed work for portfolio, evidence, administrative, backup or internal record purposes.

31. Right to Refuse Work and Company Termination Rights

31.1 The Company reserves the right to refuse any Request, task, instruction or proposed work where it reasonably considers that:

1. the matter falls outside scope;
2. the matter is unlawful, risky, inappropriate or reputationally problematic;
3. the matter is operationally unsuitable;
4. the Client’s conduct has become unreasonable; or
5. continued performance would expose the Company to disproportionate burden or risk.

31.2 The Company may suspend, restrict or terminate the Services immediately or on notice where it reasonably considers continuation of the relationship to be inappropriate, including but not limited to cases of:

1. non-payment;
2. repeated breach of this Agreement;
3. unreasonable conduct;
4. excessive service burden;
5. legal, regulatory or reputational concerns; or
6. the Company no longer wishing to be associated with the Client’s activities.

31.3 No refund shall be due for any current billing period or paid Fees where the Company exercises its rights under this clause, unless the Company expressly agrees otherwise in writing.

31.4 All sums accrued or becoming due under the Agreement shall remain payable notwithstanding termination.

31A. No Exclusivity

31A.1 Nothing in this Agreement grants the Client any form of exclusivity.

31A.2 The Company may provide services to other businesses, including businesses operating in similar sectors, industries, markets or geographical areas.

32. Limitation of Liability

32.1 Nothing in this Agreement shall exclude or limit liability to the extent such liability cannot lawfully be excluded or limited.

32.2 Nothing in this Agreement shall exclude or limit liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot lawfully be excluded.

32.3 Subject to clause 32.1, the Company’s total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort including negligence, misrepresentation, restitution or otherwise, shall not exceed the liability cap applicable to the Client’s Service Schedule.

32.4 The applicable liability caps are as follows:

1. Essential Plan: £150;
2. Growth Plan: £250;
3. Professional Plan: £500; and
4. Premium Plus Plan: £1,000.

32.5 Where the Client is supplied under a bespoke, custom, legacy, transitional or otherwise amended arrangement, the applicable liability cap shall be the liability cap stated in the relevant Service Schedule, written agreement, renewal notice or pricing notice issued by the Company.

32.6 Where no specific liability cap is stated for a bespoke, custom, legacy, transitional or amended arrangement, the Company’s total aggregate liability shall not exceed £150.

32.7 For the avoidance of doubt, the liability cap applicable to the Client shall be the cap stated within the Service Schedule, written agreement, renewal notice or pricing notice allocated to the Client at the time the event giving rise to the claim occurred.

32.8 The liability caps apply in aggregate to all claims, losses, causes of action, events and allegations arising out of or connected with the Services and shall not apply separately to individual claims or incidents.

32.9 The Client acknowledges and agrees that the liability limitations contained within this Agreement and the applicable Service Schedule are reasonable having regard to:

1. the nature of the Services;
2. the Fees payable under the applicable Plan;
3. the allocation of risk between the parties;
4. the availability of alternative suppliers, insurance and risk mitigation measures available to the Client; and
5. the fact that the Services are provided on a retained support and maintenance basis rather than as a bespoke enterprise-level managed service.

32.10 Under no circumstances shall the Company be liable for any amount exceeding the liability cap applicable to the Client’s Service Schedule, regardless of the number of claims made, causes of action alleged, legal basis relied upon, or parties involved.

33. Force Majeure, Sole Trader Operation and Service Interruption

33.1 The Company shall not be liable for any delay, interruption or failure to perform caused by events beyond its reasonable control, including illness, incapacity, severe stress or burnout, power failure, internet failure, cyber incident, supplier failure, platform failure, weather event, civil disturbance, labour disruption, war, government action or any other similar event.

33.2 In such circumstances the Company may delay, suspend, reschedule or modify the affected Services without liability.

33.3 The Client acknowledges that the Company operates as a sole trader business.

33.4 Illness, injury, incapacity, medical treatment, hospitalisation, disability-related limitations or similar circumstances affecting the Company may reasonably affect service delivery times without constituting breach of contract.

33.5 Where such circumstances arise, the Company shall use reasonable endeavours to manage, reschedule or communicate any material impact where practical, but shall not be liable for delay caused by such circumstances.

34. Variation of Terms

34.1 The Company reserves the right to amend, update, replace or restructure these Terms from time to time.

34.2 Updated Terms may be communicated by email, invoice note, renewal notice, plan summary, website publication or other written communication.

34.3 Continued use of the Services after notification of updated Terms shall constitute acceptance of the updated Terms.

34.4 If the Client does not accept updated Terms, revised pricing or a revised Service Schedule, the Client must cease use of the Services and must notify the Company accordingly in writing. For the avoidance of doubt, refusal to accept updated Terms, revised pricing or a revised Service Schedule shall not affect the Client’s liability for any Fees, accrued charges, contractual commitments, cancellation sums, transfer costs, exit fees or any other sums already due or becoming due under this Agreement. If such refusal is notified prior to the Renewal Date and takes effect at the Renewal Date without any continued use of the Services thereafter, the Client shall not be liable for recurring Fees falling due after the Renewal Date, but shall remain liable for all sums accrued or committed up to that date together with any associated transfer, migration, administrative or Third-Party Costs.

34.5 Updated Terms shall not retrospectively alter obligations already accrued under a current Term, but may govern future performance and future billing periods following notice.

35. Entire Agreement, Document Hierarchy, Severance, Waiver and Assignment

35.1 This Agreement constitutes the entire agreement between the parties in relation to its subject matter.

35.2 The Client confirms that it has not relied on any representation, statement or assurance not expressly set out in this Agreement, except where such reliance cannot lawfully be excluded.

35.3 If any provision of this Agreement is held to be invalid, unlawful or unenforceable, that provision shall be read down where possible and, if necessary, severed to the minimum extent required, and the remainder of the Agreement shall remain in full force and effect.

35.4 No failure or delay by the Company in exercising any right under this Agreement shall constitute a waiver.

35.5 The Client may not assign, transfer or subcontract its rights or obligations under this Agreement without the Company’s prior written consent.

35.6 Where any brochure, pricing guide, service summary, plan overview, proposal, email, marketing document or explanatory material differs from this Agreement, the provisions of this Agreement shall take precedence unless expressly stated otherwise in writing by the Company.

35.7 Service summaries, pricing sheets, plan guides and explanatory documents are provided for convenience only and do not replace, amend or override this Agreement.

35.8 No verbal statement, discussion, telephone conversation, meeting note or informal communication shall amend this Agreement unless confirmed by the Company in writing.

35.9 The Company shall not be responsible for any assumption, expectation, understanding or belief held by the Client where such assumption, expectation, understanding or belief is not expressly supported by this Agreement or confirmed by the Company in writing.

36. Public Statements, Reviews and Reputation

36.1 Nothing in this Agreement prevents either party from expressing an honestly held opinion.

36.2 Neither party shall knowingly publish false, misleading or defamatory statements concerning the other.

36.3 The Company may take appropriate action where it reasonably considers that false, misleading, defamatory, abusive or malicious statements have been made concerning the Company, its Services or its business.

37. Artificial Intelligence, Automation and Digital Tools

37.1 The Company may utilise artificial intelligence, automation tools or similar technologies in the delivery of certain Services.

37.2 The Company does not warrant that AI-generated, automated or assisted outputs will be free from error, omission, inaccuracy or unsuitable wording.

37.3 The Client remains responsible for reviewing, checking and approving all content, copy, design, material or output before publication or use.

37.4 The Company shall not be liable for errors in published content where the Client has approved, failed to object to, or otherwise authorised the relevant content for publication.

38. Governing Law and Jurisdiction

38.1 This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales.

38.2 The courts of England and Wales shall have exclusive jurisdiction, save where mandatory rules require proceedings to be brought elsewhere within the United Kingdom.

39. Acceptance

39.1 The Client acknowledges that it has read and understood this Agreement.

39.2 The Client agrees that continued use of the Services, continued payment, continued instruction, failure to cancel before renewal, or any other conduct consistent with ongoing use and receipt of the Services shall constitute full and binding acceptance of this Agreement.

39.3 If the Client does not agree to these Terms, the Client must immediately cease using and receiving the Services and must notify the Company accordingly in writing. For the avoidance of doubt, refusal to accept these Terms shall not release the Client from liability for any outstanding Fees, accrued charges, contractual commitments, cancellation sums, transfer costs, exit fees or any other sums due under this Agreement. If, however, the Client gives valid written notice of cancellation prior to the Renewal Date, and the cancellation takes effect at that Renewal Date without any continued use of the Services thereafter, the Client shall not be liable for recurring Fees falling due after the Renewal Date. The Client shall nevertheless remain liable for all sums accrued or committed up to the Renewal Date, including without limitation any transfer fees, migration costs, administrative charges, Third-Party Costs and any other associated sums arising from or connected with termination, exit or handover.

39.4 If the Client does not agree to a revised Service Schedule, revised pricing structure or revised service framework, the Client must notify the Company in writing within the timeframe specified by the Company. Silence, inaction, continued use or continued receipt of the Services after the relevant effective date shall constitute acceptance.

39.5 Where the Client continues to receive, use or benefit from the Services after being notified of these Terms, an updated Service Schedule, revised pricing or a revised service framework, the Client shall be deemed to have accepted the applicable terms, pricing and service structure in full.

39.6 The Client acknowledges that it is responsible for retaining, reviewing and referring to this Agreement and any applicable Service Schedule as required.