1. Agreement and order of documents

1.1 These terms apply when you accept a proposal or quotation, pay a deposit or first invoice, sign an order form, authorise us to begin work, or otherwise purchase or use our services.

1.2 The contract consists of these terms together with the accepted proposal, quotation, order form, invoice, statement of work and any written variation agreed by both parties.

1.3 If documents conflict, the following order applies: (a) a signed written variation; (b) the accepted proposal or order form; (c) these terms; and (d) any other project correspondence.

1.4 These terms are intended for business-to-business transactions. You confirm that you are acting for purposes connected with your trade, business, craft or profession and have authority to bind the relevant organisation.

2. Scope of services

2.1 We will provide the services and deliverables expressly described in the accepted proposal or order form.

2.2 Services may include website strategy, design and development, hosting, maintenance, BusinessOS implementation, CRM configuration, pipelines, calendars, forms, workflows, automations, messaging, integrations, training, consultancy and support.

2.3 Anything not expressly included is outside scope and may be quoted separately. Examples include additional pages, copywriting, photography, data entry, custom development, advanced integrations, advertising management, ongoing SEO, legal drafting, accessibility auditing, data cleansing and migration to another provider.

2.4 Any estimate of time, launch date or completion date depends on timely Client cooperation and is not a guarantee unless expressly stated as a fixed contractual deadline.

3. Client responsibilities

3.1 You must provide complete and accurate information, content, branding, access credentials, approvals and decisions when reasonably requested.

3.2 You confirm that you own or have permission to use all text, images, video, logos, trademarks, databases and other materials you supply.

3.3 You are responsible for checking factual accuracy, spelling, prices, legal statements, offers, contact details and regulatory claims before launch.

3.4 You must appoint one authorised decision-maker wherever possible. Instructions from that person may be relied upon by us.

3.5 You must keep your own copies of important content, business records, emails, contacts and credentials.

4. Project process, feedback and delays

4.1 Unless the proposal says otherwise, a website design includes one principal design direction and up to two reasonable consolidated rounds of revisions.

4.2 Feedback must be supplied in one clear, consolidated written list. Conflicting, piecemeal or repeated feedback may be treated as additional work.

4.3 A revision means a reasonable adjustment to the agreed direction. A new concept, major change of scope, new page type, changed functionality or reversal of previously approved work is not a revision.

4.4 If you do not provide requested material or feedback within 30 days, we may pause and reschedule the project. If inactivity continues for 90 days, we may close the project and invoice all outstanding work and committed costs.

4.5 Delays caused by the Client, a third party, account verification, platform approval, DNS propagation or missing access automatically extend affected dates.

5. Design, development and modern platform standards

5.1 We design and develop for current, actively supported versions of mainstream browsers and devices at the time of testing, including current versions of Chrome, Safari, Edge and Firefox.

5.2 We use responsive design methods and test representative desktop, tablet and mobile screen sizes. We do not guarantee identical rendering on every device, operating system, browser, accessibility setting or display configuration.

5.3 We do not support obsolete, abandoned, beta, modified or unsupported browsers, operating systems, plugins or devices unless specifically agreed.

5.4 Websites may be built using platforms such as WordPress, Elementor, GoHighLevel/LeadConnector or other systems stated in the proposal. Their functionality, compatibility and availability may change over time.

5.5 We will use reasonable care and skill, but software can contain defects and third-party updates can affect an existing site. Minor visual differences, platform limitations and issues caused by later updates do not constitute failure to provide the services.

5.6 Accessibility compliance, specialist performance benchmarks and compliance with sector-specific technical standards are included only where expressly stated in the proposal.

6. BusinessOS, CRM and automation services

6.1 Meaning of BusinessOS

BusinessOS means the joined-up website, CRM and operational system described in the proposal. It may include a website, enquiry capture, contact records, opportunity pipelines, calendars, forms, workflows, email or message automations, dashboards, templates, payments, documents, onboarding and reporting.

6.2 Configuration, not guaranteed business performance

We will configure the agreed system with reasonable care and skill. BusinessOS supports your processes but does not replace management, human oversight, customer service, financial controls, professional advice or legal compliance.

6.3 Client approval and testing

You must review and test forms, calendar availability, messages, workflows, payment links, pipelines, notifications, contact details and user permissions before launch. Once you approve launch or use the system with live contacts, it is treated as accepted, subject to the support period in section 14.

6.4 Automations

Automation depends on accurate data, correct triggers, third-party services, internet connectivity and recipient behaviour. We do not guarantee that every workflow will run without interruption or that every email, SMS, WhatsApp or social message will be delivered, read or acted upon.

6.5 Ongoing monitoring

You remain responsible for monitoring enquiries, appointments, payments, failed messages, bounced emails, duplicate records, customer requests and automation outcomes. You must tell us promptly if something appears incorrect.

6.6 Account and user management

You are responsible for deciding who may access the system, maintaining secure passwords, removing former users and ensuring each user operates the system lawfully.

6.7 Usage charges

Telephone, email, SMS, WhatsApp, artificial intelligence, payment processing and other usage-based costs are not included unless expressly stated. These may be charged directly by the provider or recharged to you.

6.8 System changes

Changes made by you, your staff, another supplier or an automated third-party update may affect the system. Diagnosis and correction of issues caused by unauthorised changes, deleted records, changed settings or third-party modifications is chargeable.

6.9 Suspension

We may suspend access where an invoice is overdue, continued operation presents a security or legal risk, the system is being misused, or a third-party provider suspends the underlying service. Suspension does not remove the obligation to pay amounts already due.

7. Third-party platforms, integrations and licences

7.1 Our services may depend on third parties including WordPress, Elementor, GoHighLevel, LeadConnector, Meta, WhatsApp, Google, Microsoft, Stripe, domain registrars, hosting companies, email providers, SMS providers, Zapier, Make and other integration or software suppliers.

7.2 Those services are governed by their own terms, prices, acceptable-use rules, privacy practices and technical limitations. We do not control their outages, policy changes, approvals, account restrictions, discontinued features or price increases.

7.3 We may recommend or configure third-party services, but the contract for those services may be directly between you and the provider.

7.4 Where a paid plugin, premium theme, software feature or licence is supplied through our agency or hosting account, it remains subject to the provider’s licence and is not transferred to you unless expressly agreed.

7.5 Software licence fee where hosting is elsewhere

If your website is not hosted and actively maintained by us, an annual software licence fee is payable where you wish to continue using premium software licences supplied through our account, including Elementor Pro or comparable premium tools.

Unless a different price is stated in the proposal or renewal notice, the fee is £50 per website per year, plus VAT where applicable. It is payable in advance and may be revised on renewal to reflect supplier pricing.

If the licence fee is not paid, we may deactivate or decline to renew our agency licence. You may instead purchase your own licence directly from the software provider. Licence expiry may remove updates, support or premium editing features, but we will not intentionally damage or interfere with the live website.

7.6 A third-party licence cannot be guaranteed indefinitely. If a supplier withdraws a product, changes its agency terms or prevents continued use, we may offer an alternative at additional cost.

8. Data protection and communications compliance

8.1 You normally act as controller of personal data collected and used through your website, CRM and BusinessOS. We may act as processor where we handle that data solely on your documented instructions.

8.2 Where legally required, the parties will enter into an appropriate data-processing agreement covering the nature, purpose and duration of processing, security, confidentiality, subprocessors, assistance, deletion and audit obligations.

8.3 You are responsible for your privacy notice, cookie information, lawful bases, consent records, retention rules, data-subject requests and the legality of your marketing lists and communications.

8.4 You must not import, buy, scrape or use personal data unless you have a lawful basis and any required marketing permission.

8.5 You are responsible for compliance with applicable email, SMS, telephone, WhatsApp and direct-marketing rules and platform policies. Our technical configuration is not legal advice.

8.6 We may refuse to activate or continue a campaign that we reasonably believe is unlawful, misleading, abusive, unsolicited or contrary to provider rules.

8.7 Each party must notify the other promptly of a relevant suspected personal-data breach and cooperate reasonably with any legally required investigation or notification.

9. Fees, deposits and Direct Debit payments

9.1 Standard project payment schedule

Unless the accepted proposal states otherwise, 50% of the total project fee is payable upfront as a non-refundable deposit. The remaining 50% is due four weeks after the agreed project start date.

9.2 Automatic Direct Debit

Project instalments and recurring fees will be collected automatically by Direct Debit where this has been agreed. You authorise us and our payment provider to collect the amounts and on the dates set out in the proposal, invoice, payment schedule or advance payment notice.

You must maintain a valid Direct Debit mandate and sufficient cleared funds. Cancelling a mandate does not cancel the contract or remove liability for an amount due.

9.3 Deposits

Deposits are non-refundable because they reserve capacity and cover onboarding, planning, administration and initial work. This clause applies to business Clients and does not override any mandatory rights that cannot lawfully be excluded.

9.4 Invoices and late payment

Invoices are payable by the date shown. For qualifying commercial debts, we reserve the right to claim statutory interest, fixed compensation and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998.

We may pause work, withhold launch or handover, suspend hosting or BusinessOS access, or disable non-essential services while any invoice remains overdue. Any resulting delay is the Client’s responsibility.

9.5 Recurring fees

Hosting, care plans, BusinessOS subscriptions, CRM access, licence fees and other recurring services are payable in advance at the frequency stated in the proposal. Usage charges may be billed in arrears.

We may change recurring fees on reasonable written notice where supplier prices, taxes, usage or service scope change.

10. Changes, additional work and cancellation

10.1 Any work outside scope requires written agreement and may affect price and timing.

10.2 We may charge our current standard rate for additional meetings, revisions, content entry, troubleshooting, retraining, data cleaning, migration or work caused by changed requirements.

10.3 A business Client may cancel by written notice. On cancellation, all invoices due, work completed, capacity reserved, committed third-party costs and any agreed cancellation charge become payable immediately.

10.4 A non-refundable deposit is not repaid on cancellation. No rights to use unpaid or unfinished work transfer to the Client.

10.5 If the nature or functionality of the project changes substantially, we may close the original project and issue a new proposal.

11. Intellectual property and ownership

11.1 Client materials

You retain ownership of material you supply and grant us a licence to use it for the project. You indemnify us against claims arising from material supplied without sufficient rights or permission.

11.2 Ownership of bespoke work

Until all relevant invoices are paid in full, all rights in our work remain with us. Once full cleared payment is received, ownership of final bespoke designs, graphics, written content, website files and project materials created specifically and exclusively for you transfers to you.

11.3 Exclusions from transfer

The transfer does not include third-party assets; licensed software; fonts; stock media; open-source components; our pre-existing code, templates, processes, methods or know-how; or reusable BusinessOS structures, snapshots, workflows, frameworks and system components.

You receive the rights reasonably required to use excluded components within your completed project, subject to applicable licence terms.

11.4 Reuse of knowledge

We may continue to use general skills, ideas, methods, structures, non-confidential know-how and non-client-specific components developed or used during the project.

11.5 Files

After full payment, we will provide reasonably available final files and standard exports capable of transfer. We are not required to provide internal notes, unused concepts, non-transferable licensed assets, third-party account credentials, or proprietary templates and snapshots.

You must store supplied files safely. Unless otherwise agreed, we are not required to retain project files or backups after the service ends.

12. Hosting, care plans and technical support

12.1 Hosting and maintenance are included only where stated in the proposal.

12.2 Where we host or maintain a website, the applicable package will state backups, updates, monitoring, support and response arrangements.

12.3 Unless otherwise stated, care plans are rolling monthly services requiring 30 days’ written notice to terminate.

12.4 We are not a telecommunications, internet, domain or email provider. We cannot guarantee uninterrupted hosting, email, DNS, internet or third-party services.

12.5 Email mailbox setup on your devices, transfer of historic email and user-side troubleshooting are not included unless expressly agreed.

12.6 Support does not include new features, redesign, copy changes, additional integrations, malware cleanup, recovery from unauthorised changes or problems outside the agreed service.

13. Handover, transfer and termination

13.1 Subject to full payment, you may move your website, CRM, BusinessOS or related services to another provider.

13.2 We will provide reasonably available website files, database exports and access information that we are permitted and technically able to provide.

13.3 We will not upload, install, migrate, configure, test or launch the files on the new provider’s server or platform unless separately agreed and paid for.

13.4 You and your new provider are responsible for the destination hosting, compatibility, import, DNS, email, testing, security, licences and launch.

13.5 We are not liable for downtime, loss, incompatibility, missing features, failed imports or errors arising during or after a transfer performed by you or another provider.

13.6 Standard exports are limited by the functionality of the relevant platform. We do not guarantee that another CRM can reproduce websites, workflows, conversations, reporting, custom fields, automations or historic data exactly.

13.7 After termination and any agreed export period, we may remove access and delete retained data and backups in line with legal obligations, platform capabilities and our retention policy.

14. Testing, acceptance and support period

14.1 We will give you a reasonable opportunity to test the agreed deliverables before launch.

14.2 Approval, instruction to launch, or live use constitutes acceptance, except for defects that could not reasonably have been identified during testing.

14.3 Unless the proposal states otherwise, new website and BusinessOS projects include a 30-day post-launch support period for correcting reproducible faults in the agreed functionality.

14.4 The support period does not include new content, redesign, new functionality, training repeated because staff changed, issues caused by third parties, or changes made by anyone other than us.

14.5 You must report faults promptly and provide sufficient information for us to reproduce them.

15. Security, backups and malware

15.1 No website, CRM, cloud service or internet-connected system can be guaranteed completely secure or continuously available.

15.2 Unless covered by an active care or hosting plan, you are responsible for updates, backups, security monitoring, user access, malware protection and recovery.

15.3 We are not responsible for hacking, malware, spam, credential theft, data loss or compromise caused by outdated software, weak passwords, Client actions, third-party providers or matters beyond our reasonable control.

15.4 Malware investigation, cleanup, restoration and security hardening are separately chargeable unless expressly included.

15.5 You must maintain independent copies of business-critical data and should use multi-factor authentication wherever available.

16. Results, SEO and marketing disclaimers

16.1 We do not guarantee rankings, traffic, leads, sales, appointments, revenue, time savings, deliverability, conversion rates or any other commercial outcome.

16.2 Search engines, AI search products, advertising platforms and social networks change their algorithms, policies and results. Website construction alone does not guarantee visibility.

16.3 SEO, content production, advertising management, social media management and ongoing marketing are included only where expressly stated.

16.4 Recommendations are based on our professional experience but are not financial, legal, tax, regulatory or sector-specific professional advice.

16.5 Results depend on factors including your offer, pricing, market, reputation, response times, sales activity, fulfilment and continued use of the system.

17. Liability

17.1 Nothing in these terms limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any liability that cannot lawfully be limited.

17.2 Subject to clause 17.1, we are not liable for indirect or consequential loss, loss of profit, revenue, anticipated savings, goodwill, opportunity, data or business interruption.

17.3 Subject to clause 17.1, our total aggregate liability arising from a project or service is limited to the fees paid to us for the specific project or service giving rise to the claim during the 12 months before the event.

17.4 We are not liable for delay or failure caused by Client delay, third-party systems, internet or hosting failure, cyberattack, platform restrictions, force majeure or events outside our reasonable control.

17.5 You must take reasonable steps to minimise any loss and notify us promptly of a claim.

18. Confidentiality and publicity

18.1 Each party must keep the other’s confidential business information confidential and use it only for the contract.

18.2 Confidentiality does not apply to information already lawfully known, independently developed, public through no breach, or required to be disclosed by law.

18.3 Unless you ask us in writing before launch not to do so, we may identify you as a Client, link to the completed public website and display non-confidential work in our portfolio, proposals, social media and case studies.

18.4 We will obtain specific permission before publishing confidential performance data, private systems or detailed commercial information.

19. General legal terms

19.1 Neither party may transfer the contract without the other’s written consent, except that we may transfer it as part of a genuine sale or reorganisation of our business.

19.2 A person who is not a party to the contract has no right to enforce it.

19.3 If a provision is invalid or unenforceable, it will be adjusted or removed only to the minimum extent necessary. The remaining provisions continue.

19.4 A failure or delay in enforcing a right is not a waiver.

19.5 Notices relating to cancellation, termination, disputes or material breach must be sent by email to the addresses used for the project.

19.6 Neither party is liable for delay caused by events outside reasonable control, provided the affected party notifies the other and resumes performance when reasonably possible.

19.7 The contract is governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction, subject to any mandatory law that applies otherwise.

19.8 These terms and the documents identified in clause 1 contain the entire agreement and replace earlier discussions or representations about the same services.

20. Acceptance

By signing or accepting a proposal, paying the deposit or first invoice, setting up the Direct Debit, authorising work to start, or using the services, you confirm that you have read and agree to these terms.