Website Creation & Hosting Services Terms & Conditions

1Definitions and interpretation

The following terms have specific meanings in this contract:

1. 1.1.1"Business Day" means a day other than a Saturday, Sunday or public holiday in England.
2. 1.1.2"Charges" means the fees payable by you for the Services per the Order.
3. 1.1.3"Commencement Date" means the Design Services start date set out in the Order.
4. 1.1.4"Design Services" means professional website design services per the Order.
5. 1.1.5"Hosting Services" means website hosting services per the Order.
6. 1.1.6"Initial Term" means 12 months from the Effective Date or such other period set out in the Order.
7. 1.1.7"Materials" means content you provide for inclusion in the Website.
8. 1.1.8"Website" means the website(s) stated in the Order.

2Basis of contract

1. 2.1Any proposal given by us shall not constitute an offer.
2. 2.2Each Order is a separate offer for Services on these Terms. The Contract is formed when you successfully complete the order acceptance process (the Effective Date).
3. 2.3Marketing materials are informational only and do not form part of the Contract.
4. 2.4These Terms apply to the exclusion of any other terms you seek to impose.
5. 2.5If there is any inconsistency between these Terms and the Order, the Order prevails.

3When the services start

1. 3.1Design Services commence on the Commencement Date.
2. 3.2You must provide admin access to any existing site, supply domain details, and provide all Materials we need.
3. 3.3Hosting Services start on the Commencement Date or on completion of Design Services, whichever is later.
4. 3.4We are not liable for delays caused by your failure to comply with clause 3.2 but we will continue to invoice you.

4Supply of services

1. 4.1We shall provide the Services using reasonable care and skill in all material respects.
2. 4.2Performance dates are estimates only; time shall not be of the essence.
3. 4.3We may amend the Services to comply with law, make minor non-material changes, or apply bandwidth limits if exceeded.
4. 4.4We warrant that we will maintain necessary licences and consents and comply with applicable laws and regulations.
5. 4.5We do not warrant uninterrupted or error-free use, nor that the Services will meet your specific requirements.
6. 4.6We are not responsible for data transfer delays or failures over communications networks.

5Services

1. 5.1Design Services are provided based on your written instructions.
2. 5.2You are responsible for the accuracy and completeness of all Materials you supply.
3. 5.3Design Services include: design, develop and deliver the Website per your instructions; provide a testing opportunity; you have 14 days to report defects; we remedy reported defects within 14 days.
4. 5.4You retain ownership of your Materials and any existing website. We own the Intellectual Property Rights arising from the Services and grant you a non-exclusive, revocable licence to use the resulting Website for your own internal business purposes.
5. 5.5Where we register a domain on your behalf, we register it in your name and renew it during the Contract term. Domain fees are included in the Charges.
6. 5.6You are responsible for accurate domain registration instructions. We do not warrant that any specific domain will be available or accepted.
7. 5.7You warrant that your domain registration instructions do not infringe any third-party Intellectual Property Rights.
8. 5.8For Hosting Services we will maintain network security, ensure service continuity, and aim for uninterrupted Website availability.
9. 5.9The Website will include only your Materials. We are not responsible for third-party content, and reserve the right to remove content that breaches these Terms or applicable law.

6Your obligations

You shall:

1. 6.1.1ensure the Order information is complete and accurate;
2. 6.1.2cooperate with us in all matters relating to the Services;
3. 6.1.3comply with reasonable instructions about Service use;
4. 6.1.4use the Services for your own business purposes only;
5. 6.1.5not use the Services for any improper or unlawful purpose;
6. 6.1.6provide required information and materials, ensuring accuracy;
7. 6.1.7obtain all necessary licences before Services begin;
8. 6.1.8comply with applicable laws, codes and regulations.
9. 6.2If a Customer Default occurs, we may suspend the Services until it is remedied, we shall not be liable for any resulting delay, and you shall reimburse us on demand for any costs or losses incurred.

7Charges and payment

1. 7.1Charges may increase to reflect costs arising from delays caused by your instructions or inadequate information.
2. 7.2We may increase Charges at the end of the Initial Term and annually thereafter by giving you not less than 60 days' prior written notice.
3. 7.3Default invoicing is in advance on the fifth day of each calendar month.
4. 7.4Payment terms: pound sterling or other currency per the Order; within 14 days of the date of invoice; to the bank account we nominate.
5. 7.5All amounts are exclusive of VAT, payable in addition on receipt of a valid VAT invoice.
6. 7.6If you fail to pay, we may suspend Services and interest accrues daily at an annual rate equal to 3% over the Bank of England base lending rate.
7. 7.7All amounts due shall be paid in full without any set-off, counterclaim, deduction or withholding (except as required by law).

8Intellectual property rights

1. 8.1We (or our licensors) own all Intellectual Property Rights in the Services. The Contract grants you no rights other than as expressly set out.
2. 8.2You retain ownership of materials you supply, and grant us a non-exclusive licence to use them solely for providing the Services.
3. 8.3We retain ownership of any pre-existing or generic materials used in performing the Services.
4. 8.4You warrant that your instructions will not infringe any third-party Intellectual Property Rights.
5. 8.5We own the Intellectual Property Rights in any Deliverables and grant you a non-exclusive, revocable personal licence to use them for your own internal business purposes.

9Data protection

10Limitation of liability

1. 10.1Liability under this clause covers every kind of liability arising under or in connection with the Contract.
2. 10.2Nothing in this clause limits liability under clause 7.
3. 10.3Nothing limits any liability that cannot legally be limited, including death or personal injury caused by negligence, fraud, or breach of section 2 of the Supply of Goods and Services Act 1982.
4. 10.4Our total aggregate liability is limited to 100% of the Charges payable by you under the Contract.
5. 10.5We have no liability for: loss of profits, sales, business, agreements, anticipated savings, software or data use, domain control, goodwill, or any indirect or consequential loss.
6. 10.6Sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are excluded from the Contract.
7. 10.7This clause survives termination.

11Suspension and termination

1. 11.1The Contract continues for the Initial Term and then until terminated on 30 days' written notice. Early termination attempts take effect at the end of the Initial Term and you remain liable for the Initial Term Charges.
2. 11.2Either party may terminate immediately for: (a) material breach not remedied within 14 days of notice; (b) administration, liquidation or insolvency events; (c) suspension or cessation of substantial business; (d) financial deterioration affecting obligations; (e) any such event reasonably believed to be imminent.
3. 11.3We may terminate immediately for payment default.
4. 11.4We may suspend Services for payment failure or a Customer Default.

12Consequences of termination

1. 12.1On termination: all licences terminate; you pay all outstanding invoices immediately; you return unpaid Deliverables; we return your Materials and a copy of the Website; we provide transfer assistance to a new provider subject to your covering our reasonable cost.
2. 12.2Termination does not affect any accrued rights or liabilities.
3. 12.3Surviving provisions remain in effect.

13General

1. 13.1Force majeure: neither party is liable for delays caused by events beyond its reasonable control.
2. 13.2Assignment: we may assign or subcontract freely. You may not assign without our prior written consent.
3. 13.3Confidentiality: six-month post-termination obligation, with exceptions for required disclosures and law. Confidential information used only to perform the Contract.
4. 13.4Entire agreement: this Contract supersedes all prior agreements. Neither party relies on any non-contractual representations.
5. 13.5Variation: changes require written signatures.
6. 13.6Waiver: written waivers only; non-exercise does not constitute waiver.
7. 13.7Severance: invalid provisions are deleted; parties negotiate a replacement.
8. 13.8Notices: written by email to the Order address; deemed received at the time of transmission, business hours 9am–5pm on a Business Day.
9. 13.9No third-party rights under the Contracts (Rights of Third Parties) Act 1999.
10. 13.10Governing law: the law of England and Wales.
11. 13.11Jurisdiction: exclusive jurisdiction of the courts of England and Wales.