Terms of Business

1.1 These terms apply to all work we do for you. We will give you a copy with your proposal, before you pay us anything.

1.2 You accept these terms by confirming acceptance of our proposal in writing, or by paying our first invoice, whichever happens first.

1.3 Your attention is drawn particularly to clause 3 (your responsibility for what appears on your website), clause 9 (we do not guarantee search results), clause 10 (limits on our liability) and clause 12 (what happens if a project is cancelled). These clauses allocate risk between us and you should read them before accepting.

1.4 "We", "us" and "our" mean the partnership named above. "You" and "your" mean the client named on our proposal or invoice.

1.5 Your proposal sets the scope, deliverables, timescales and price. On everything else these terms prevail, including where our proposal or any other document says otherwise. Nothing said verbally varies these terms unless we confirm it in writing.

2.1 We design and build websites, and provide ongoing hosting, maintenance and search visibility services as set out in our proposal and in the Schedules to these terms.

2.2 Your proposal sets out the specific pages, features and deliverables for your build. Anything not listed there is outside the agreed scope and will be quoted separately before we do it.

2.3 Where we host your website, a Care plan or higher is required for as long as we host it. Plans run month to month with no minimum term and may be cancelled at any time under clause 12.1.

2.4 If you would rather host the website yourself, we will supply the source code and deployment configuration at handover. This is quoted separately, and we provide no ongoing hosting, maintenance or support once handover is complete.

3.1 You will provide all text, images, logos and other materials for your website ("Your Content"), unless our proposal says otherwise.

3.2 You confirm that you own Your Content, or hold a valid licence covering the use we will make of it. This includes photographs, illustrations, fonts, logos, text and any third-party material you ask us to embed or display.

3.3 You agree to indemnify us against any claim, loss, cost or expense arising from anything published on your website, including any allegation that it infringes someone else's rights, or breaches any law or regulation. This does not apply to the extent the claim arises from our own negligence or breach of these terms.

3.4 We are not obliged to check whether you hold the rights to Your Content, and we are not liable if you don't.

3.5 You are responsible for ensuring that your website, and the products and services it describes, comply with all applicable laws and with any regulatory requirements that apply to your sector. This includes advertising rules, professional and sector-specific restrictions, and any licensing or registration requirements. We do not advise on regulatory compliance.

3.6 Where we write or produce copy for you, we will submit it to you for approval before publication. Once you approve it, it becomes Your Content for the purposes of clauses 3.2 to 3.5. We will keep a record of your approval.

3.7 We may refuse to publish, or may remove, anything we reasonably believe to be unlawful, misleading, or in breach of a regulatory requirement, without that being a breach of these terms. We will tell you why and give you a chance to supply a compliant alternative.

4.1 Once we have all of Your Content and anything else we have asked for, we will confirm a start date with you in writing. We will complete your build within one calendar week of that start date.

4.2 If you supply content in parts, we will confirm the start date after the last part arrives.

4.3 If you have not supplied all content within 30 days of your first payment, we may invoice the balance and place the project on hold until content arrives. We will give you 7 days' written notice before doing so.

4.4 Timescales are subject to delays caused by you, by third parties, or by anything outside our reasonable control.

4.5 Acceptance. When your website is complete we will present it to you for approval. If you do not tell us in writing within 7 days what needs changing, the website is treated as approved.

4.6 Approval, or the website going live, whichever happens first, marks the end of the build. Changes after that point are governed by clause 5.

During the build

5.1 Your build includes 2 rounds of revisions.

5.2 A round of revisions means one consolidated set of changes to elements already present in the approved design (text, images, colours, spacing, and the order of existing sections), requiring no more than 2 hours of work in total.

5.3 Changes to page structure, navigation, layout or functionality, and the addition of new pages or features, are outside the scope of a revision round and will be quoted separately.

5.4 Further rounds, and anything falling outside 5.2, are charged at £30 per hour, quoted and agreed before we start.

After launch, on a maintenance plan

5.5 All maintenance plans include unlimited reasonable revisions, responded to within 24 business hours (Monday to Friday, excluding public holidays).

5.6 A revision means one consolidated request, however many individual changes it contains, requiring up to 15 minutes of work. Where a request would take longer, we will quote for it rather than completing part of it.

5.7 "Reasonable" revisions mean: edits to existing text, swapping images, minor layout adjustments, and updating contact details, opening hours or prices.

5.8 The following are not revisions and are quoted separately: new pages, new features or functionality, redesigns, restructuring navigation, e-commerce additions, and integrating third-party systems.

5.9 We take up to 15 working days' leave a year during which response times extend to 5 business days. We will tell you in advance.

After launch, where you host the website yourself

5.10 Where you host the website yourself under clause 2.4, any work you ask us to carry out after handover is charged at £30 per hour, with a minimum charge of 30 minutes, subject to our availability. We are under no obligation to accept such work.

6.1 Payment terms are set out in your proposal. Unless your proposal says otherwise, build fees are payable 50% on acceptance and 50% before the completed site goes live.

6.2 We do not begin work before the first payment clears, and we do not transfer the site to you before the balance clears.

6.3 Maintenance plans are invoiced monthly in advance.

6.4 All fees are exclusive of third-party costs (domain registration, third-party API and service subscriptions, stock imagery, and paid tools), which we will identify and agree with you in advance.

6.5 We are not currently registered for VAT, so no VAT is charged. If we become VAT registered, VAT will be added to fees from that date.

6.6 Invoices are payable within 14 days.

6.7 We reserve the right to charge interest and compensation on overdue invoices under the Late Payment of Commercial Debts (Interest) Act 1998, currently 8% above the Bank of England base rate plus fixed compensation.

6.8 If a maintenance invoice is more than 30 days overdue we may suspend the service, having given you 7 days' written notice.

6.9 If we suspend or terminate hosting for non-payment, we will retain your website and content for 30 days and provide a full export on request during that period. After 30 days we may delete it.

6.10 Subscription plans. As an alternative to paying a build fee, your proposal may offer a subscription plan under which the design, build and ongoing service are provided together for a single monthly fee, with no build fee payable.

6.11 A subscription plan runs for a minimum term of 12 months from the date your website goes live. Your proposal states the monthly fee, the minimum term, and the reduced fee payable afterwards.

6.12 The monthly fee is not an instalment of a build fee. It is payment for the service as a whole, and no part of it is credit.

6.13 Early cancellation. If you cancel during the minimum term, or if we terminate under clause 12.2 because of something you have done, an early cancellation fee of 60% of the remaining monthly fees for the minimum term is payable. The fee reflects the cost of the design and build work, which is delivered at the start of the term and paid for across it.

6.14 After the minimum term the plan continues month to month at the reduced fee stated in your proposal, and either of us may cancel under clause 12.1.

6.15 Ownership. On a subscription plan, we own the website during the minimum term and licence it to you for use in your business. Ownership transfers to you under clause 7.1 at the end of the minimum term, or earlier if you pay the remaining fees in full. Where a plan ends early under 6.13, ownership does not transfer, and the export under clause 8.4 does not apply.

6.16 If you would rather own your website from launch, choose the build fee route in clause 6.1 instead. Your proposal will price both.

7.1 On receipt of full payment of the build fee, or at the point ownership transfers under clause 6.15, we assign to you all rights, including copyright, in the bespoke design, code and content we have created specifically for your website, excluding the Toolkit defined in 7.3 and third-party components covered by 7.4.

7.2 We will, at your reasonable request and cost, sign any further document needed to give effect to that assignment. If for any reason the assignment does not take effect, we grant you instead an irrevocable, perpetual, worldwide, transferable, sub-licensable and royalty-free licence to use, modify, re-host and deal with the same material for any purpose. We waive our moral rights in it so far as we lawfully can.

7.3 The Toolkit. We retain ownership of the reusable components, templates, utilities and configuration listed in Schedule 1. You receive a licence to use them on the same terms as 7.2. Nothing outside that list is retained by us.

7.4 We do not assign, and cannot assign, rights in third-party components (open-source packages, libraries, frameworks, fonts and stock imagery). These are licensed to you on the terms of the relevant licence, which we will identify on request. Some require ongoing subscription; we will tell you which.

7.5 Your domain name belongs to you. We will register domains in your own name wherever the registrar allows. Where we hold a domain, we hold it on your behalf and will transfer control to you within 5 working days of your written request, whether or not you are a current client and whether or not anything is owed to us. We will warn you at least 30 days before a domain we hold is due for renewal. Registration and renewal fees are payable by you.

7.6 We may display your website in our portfolio and marketing unless you tell us in writing that you would rather we didn't.

8.1 Where your plan includes hosting, we provide it through a third-party provider. We will keep your site online and take regular backups, but we do not guarantee uninterrupted availability.

8.2 We aim to respond to reported outages within one business day and to resolve them as quickly as reasonably possible.

8.3 We apply security updates as part of your plan. We are not liable for issues caused by third-party packages, services or hosting infrastructure outside our control.

8.4 If you cancel, we will provide a full export of your website source code and content within 14 days of your final paid month, at no charge. We will not hold your site, domain or content hostage.

8.5 Accessibility. We follow generally accepted good practice on accessibility when building your website. We do not warrant that it meets any particular accessibility standard, and we are not responsible where Your Content or subsequent changes affect it. If you are subject to specific accessibility obligations, tell us before we begin.

8.6 Cookies and analytics. Your website is delivered with a consent mechanism that prevents analytics and other non-essential cookies from running until a visitor agrees to them. You must not remove, disable or bypass it, and you must not add tracking, embedded content or third-party scripts that set cookies without telling us. If you do, clause 3.3 applies and we may remove them under clause 3.7.

9.1 Where your plan includes search visibility work, we provide the activities described in Schedule 2, not outcomes.

9.2 We sell activities and reports, never rankings. Search engine results are determined by third parties using undisclosed and frequently changing criteria. We do not guarantee any ranking, position, traffic level, number of enquiries, visibility in AI-generated results, or commercial outcome, and no statement by us should be read as such a guarantee.

9.3 Where we manage your Google Business Profile or similar listings, you grant us access for that purpose and confirm you are entitled to do so.

9.4 Reviews. Where your plan includes review tools, we provide a review request link, printed or digital request materials, and draft replies for you to use. You send the requests and you decide who to ask. You agree to request reviews from all customers without selecting only those likely to be positive, and not to offer any incentive without disclosing it. We will not write, buy, filter, suppress or incentivise reviews, and we will not do so at your request.

9.5 Where your website displays reviews, you are responsible for the accuracy of what is displayed and for ensuring it is not misleading.

Each part of this clause is a separate term. If any part is found unenforceable, the others continue to apply.

10.1 Nothing in these terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited or excluded.

10.2 Subject always to 10.1: our total liability to you, for all claims taken together and however they arise, whether in contract, in negligence, for breach of statutory duty, for misrepresentation or otherwise, is limited to the higher of £25,000 and the total fees payable by you under your proposal and plan in the twelve months before the event giving rise to the claim.

10.3 Subject always to 10.1, we are not liable for loss of profit, loss of business, loss of revenue, loss of goodwill, loss of anticipated savings or loss of data, whether direct or indirect.

10.4 Subject always to 10.1, and as an exception to 10.3, if your website is unavailable because of something we did or failed to do, we will credit you one month's plan fee for each full week of unavailability, up to three months' fees. This is your only remedy for downtime.

10.5 Subject always to 10.1, we are not liable for any loss arising from anything published on your website, from third-party software or services, or from your own acts or omissions.

10.6 Each of the limits above is separate. If one is found unenforceable, the others still apply.

11.1 Where your website collects personal data, through a contact form or otherwise, you are the data controller and we act as processor on your behalf. Schedule 3 sets out the details of that processing.

11.2 We will process personal data only on your documented instructions, unless required otherwise by law, in which case we will tell you first unless the law prevents us.

11.3 We will keep personal data secure using appropriate technical and organisational measures, and ensure that anyone authorised to process it is bound by confidentiality.

11.4 Sub-processors. You authorise us to engage the sub-processors listed in Schedule 3. We will give you at least 30 days' notice before adding or replacing one, and you may object on reasonable data protection grounds, in which case either of us may terminate the affected service. We remain responsible for our sub-processors' performance.

11.5 International transfers. Some sub-processors operate outside the UK. Where personal data is transferred outside the UK, we will ensure an appropriate transfer mechanism is in place. Schedule 3 records which applies to each.

11.6 Breaches. We will notify you without undue delay, and in any event within 24 hours, of becoming aware of a personal data breach affecting your data, and will assist you in meeting your own notification obligations.

11.7 We will assist you with data subject requests and with data protection impact assessments, so far as reasonably practicable.

11.8 On termination we will return or delete personal data as you direct, unless required by law to retain it.

11.9 We will make available the information reasonably necessary to demonstrate compliance with this clause, and allow one audit per year on reasonable notice, at your cost.

12.1 Maintenance plans run month to month. Either of us may cancel by giving 30 days' written notice. Fees already paid are not refunded. Subscription plans under clause 6.10 run for their minimum term and are governed by clause 6.13.

12.2 Either of us may terminate immediately if the other commits a material breach and fails to remedy it within 14 days of written notice.

12.3 If you cancel a build in progress, we will invoice you for the work done to date at £30 per hour, capped at the build fee, plus £300 to cover the time we reserved for your project. Any payments you have already made are credited against that sum, and we will refund the excess if any. You receive the work completed to that point once the invoice is settled.

12.4 If you terminate because of our material breach, you owe nothing beyond work already completed and accepted, and we will refund any payment made for work not delivered.

12.5 Clauses 3, 7, 10, 11 and 13.6 survive termination.

13.1 We are not liable for delay or failure caused by events outside our reasonable control. Being at capacity is not such an event.

13.2 These terms and the proposal form the whole agreement between us.

13.3 You confirm that you have not relied on any statement, promise or representation made before you accepted these terms, except those written in the proposal or these terms. This does not affect our liability for fraudulent misrepresentation.

13.4 Neither of us intends any third party to have rights under these terms.

13.5 Assignment. You may not transfer your rights or obligations under these terms without our written consent, which we will not unreasonably withhold. We may subcontract any part of our work, but remain responsible for it.

13.6 Confidentiality. Each of us will keep confidential any non-public information the other shares, and use it only for the purposes of our work together. This continues after our engagement ends.

13.7 Notices. Notices must be in writing. Email to the addresses we ordinarily use for correspondence is sufficient, and is treated as received on the next business day.

13.8 Severance. If any provision of these terms is found to be unenforceable, the remainder continues in force, and that provision applies with the minimum modification necessary to make it enforceable.

13.9 Waiver. A delay or failure to enforce any provision of these terms is not a waiver of it.

13.10 These terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.