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Terms of Service

1. Parties

This Agreement is made between:

  • "The Client" - The legal business entity obtaining Services from The Provider for the purposes of a business, trade, profession, or craft.
  • "The Provider" - Unseen Digital Ltd, a company registered in England and Wales under company number 16866026, with its registered office at Swan House, Bosworth Hall Estate, Market Bosworth, Leicestershire, CV13 0LJ.

2. Definitions

In this Agreement, the following terms have the meanings set out below:

  • "Accepted Quote" means a Quote that The Client has formally accepted in writing, including email or message.
  • "Agreement" means these Terms of Service.
  • "Business Day" means Monday-Friday, excluding bank holidays and days in which the business is closed (notified in advance).
  • "Business Hours" means 9am to 5.30pm on any Business Day.
  • "Client Contacts" means the individual or individuals nominated by The Client who are authorised to act on The Client's behalf for the purposes of this Agreement, including to enter into business relationships, accept the terms of this Agreement, provide approvals, and act as the primary points of contact for the receipt of notices and communications relating to the Services.
  • "Client Portal" means the client order and support portal available at my.unseendigital.com
  • "Commencement Date" means the day The Client places the order or otherwise first engages the Provider to provide Services.
  • "Confidential Information" means any information disclosed by one party to the other, whether orally, in writing, or by any other means, that is designated as confidential or that reasonably ought to be considered confidential given its nature and the circumstances of disclosure. This includes, without limitation, business plans, financial information, technical data, trade secrets, customer lists, pricing, and the terms of this Agreement. It does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party at the time of disclosure; (c) is received from a third party without restriction; or (d) is required to be disclosed by law, court order, or regulatory authority, provided the disclosing party is given reasonable prior notice where permitted.
  • "Deliverables" means any work, materials, documents, code, designs, software, or other outputs produced by The Provider as part of the Services and supplied under an Accepted Quote.
  • "Domain Registration Services" means the domain name registration and renewal services delivered by or through The Provider.
  • "End Clients" means any third parties to whom The Client directly or indirectly provides, resells, or sublicenses the Services or Deliverables, whether under a White Label arrangement or otherwise. For the avoidance of doubt, End Clients are not party to this Agreement and no rights or obligations under this Agreement shall be construed as applying directly to them.
  • "Force Majeure Event" means any event or circumstance beyond a party's reasonable control that prevents or delays the performance of its obligations under this Agreement, including but not limited to acts of God, natural disasters, flood, fire, earthquake, epidemic or pandemic, war, terrorism, civil unrest, government action or legislation, industrial action, failure of third-party telecommunications or utility services, or cyberattack on infrastructure outside the affected party's control. A Force Majeure Event does not include: (a) lack of funds or financial difficulty; (b) events that were foreseeable at the Commencement Date; or (c) failures caused by the affected party's own negligence or breach.
  • "Hosting Package(s)" means the hosting packages purchased by The Client for Hosting Services.
  • "Hosting Services" means the provision of server, infrastructure, network, storage, and associated technical support services delivered by or through The Provider.
  • "Maintenance Package(s)" means the website maintenance packages purchased by The Client for Maintenance Services.
  • "Maintenance Services" means the website maintenance, backup, and support services delivered by or through The Provider.
  • "Maintained Websites" means the website(s) that The Provider is providing Maintenance Services for under a Maintenance Package.
  • "Monthly Maintenance Support Hours" means the Maintenance Service support hours allocated in the purchased website Maintenance Package.
  • "Order" means an order placed for products and services by The Client via our website, email or on the Client Portal.
  • "Personal Data" has the meaning given to it in the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, as amended or replaced from time to time. For the avoidance of doubt, it means any information relating to an identified or identifiable natural person processed in connection with the Services.
  • "Personal Data Breach" has the meaning given to it in the UK GDPR, namely a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored, or otherwise processed.
  • "Pre-Existing Works" means materials, software, code, tools, documents, know-how, or intellectual property owned or developed by The Provider or a third party prior to, or independently of, the Services.
  • "Professional Services" means the web design, web development, app development, and related technical services delivered by or through The Provider.
  • "Quote" means an estimate issued by The Provider setting out the work to be carried out, associated costs, timescales, and any other relevant terms.
  • "Reseller Services" means the arrangement under which The Client purchases Services or Deliverables from The Provider for the purpose of reselling or otherwise providing them to End Clients, whether on a branded or White Label basis, as further governed by the White Label and Reseller Services Terms set out in section 8 of this Agreement.
  • "Scheduled Maintenance" means planned maintenance windows notified to The Client at least 48 hours in advance via the Client Portal.
  • "Services" means the website maintenance, hosting, domain registration, and professional services provided.
  • "White Label Services" means Services or Deliverables provided by The Provider to The Client under a White Label arrangement, whereby The Provider agrees to remain unbranded and The Client presents or delivers those Services or Deliverables to End Clients under The Client's own brand, name, or identity. For the avoidance of doubt, White Label Services are a subset of Reseller Services and the provision of White Label Services must be requested in writing.

3. Nature of the Agreement

This Agreement is intended solely for use between business entities. The Client warrants that it is entering into this Agreement wholly in the course of a business, trade, profession, or craft, and not as an individual or consumer. The Client Contacts warrant they have the right to enter into this Agreement on behalf of The Client.

This Agreement is supplementary to any other signed agreements between The Client and The Provider. Where there is a conflict, the terms of such signed agreements shall prevail. For all matters not addressed in a signed agreement, the provisions of this Agreement shall apply and remain fully enforceable.

For the avoidance of doubt the parties acknowledges that a) The Provider is an independent business and all Services are to be performed by experienced professionals and suppliers of The Provider's choosing. b) The Provider is not subject to The Client’s supervision, direction, or control over how the Services are performed. c) Any relationship formed by this Agreement is mutually non-exclusive. Both parties may work with other customers or suppliers.

This Agreement takes effect on the Commencement Date and continues until terminated by either party giving the other at least 30 days’ written notice.

4. Professional Services Terms

These terms apply where The Client engages The Provider to provide Professional Services including but not limited to web design, web development and app development.

4.1. Performance Standards

Professional Services will be performed on a quote-by-quote basis:

  • The Provider will raise a Quote for each project or task requested.
  • No work shall commence until a Quote is accepted in writing.
  • Each Accepted Quote constitutes a separate engagement.
  • The Provider is under no obligation to accept any request for a Quote, and The Client is under no obligation to request or offer further work.
  • The Provider may decline any request that falls outside the scope of the relevant Accepted Quote.

The Provider will carry out the Professional Services described in each Accepted Quote using reasonable skill and care.

The Provider will perform the Professional Services at any location of its choosing and at such times it determines. The Provider shall supply its own equipment, tools, and software necessary to perform the Professional Services, except where access to The Client’s systems is required for security or operational reasons.

The Provider warrants that the Deliverables will materially conform to the description in the applicable Accepted Quote for a period of 30 days following delivery. Deliverables are deemed accepted if The Client raises no issues within 30 days.

The Provider is not responsible for any defects caused by: misuse; unauthorised modifications; third-party platforms or services; issues raised more than 30 days after delivery.

4.2. Client Responsibilities

Where The Provider requires access, information, approvals, materials, or other input from the Client to perform the Professional Services, any delay by The Client will automatically extend the relevant timelines by a reasonable period.

Any request by The Client to alter, expand, or amend the scope of the Professional Services described in an Accepted Quote must be made in writing. Where such changes affect the fees, timelines, or Deliverables, The Provider will issue an additional Quote reflecting the revised scope. No changed or additional work will be carried out unless The Client accepts the additional Quote in writing.

Where The Client requests ad-hoc work outside any Accepted Quote, and The Provider agrees, such work may be charged at The Provider’s standard rates as notified to The Client from time to time.

The Client may display a credit to The Provider's website on the deliverable unless The Client reasonably objects. Additionally The Provider may display non-confidential parts of Deliverables for portfolio or marketing purposes unless The Client reasonably objects.

4.3. Intellectual Property Rights

The Client receives a non-exclusive, irrevocable, worldwide, royalty-free licence to use, modify, and distribute any Pre-Existing Works included within a Deliverable. This licence permits The Client to use such Pre-Existing Works as incorporated into the Deliverable and, where reasonably necessary, as part of any subsequent modification, rebuild, or redevelopment of that Deliverable by The Client or its authorised contractors.

Subject to Pre-Existing Works, all intellectual property rights in the Deliverables shall transfer to The Client upon full payment of all fees owed in respect of that Deliverable as set out in the applicable Accepted Quote. For the avoidance of doubt, outstanding amounts owed under other Accepted Quotes or Orders shall not delay or prevent transfer of rights in respect of a Deliverable that has been paid for in full. The Provider will execute any formal assignment instrument reasonably requested by The Client to give effect to such transfer.

The Provider shall not be liable for any intellectual property infringement claims arising from: (a) materials, content, or assets provided by The Client; (b) open-source software or third-party dependencies used in accordance with their applicable licences; (c) modifications to the Deliverables made by The Client or any third party after delivery; or (d) The Client's use of the Deliverables in a manner not contemplated by the applicable Accepted Quote. Where The Client provides materials for incorporation into a Deliverable, The Client warrants that it holds all necessary rights to those materials and shall indemnify The Provider against any claims arising from their use.

The Provider may reuse general techniques, ideas, know-how, and skills acquired during the provision of Professional Services, provided this does not disclose The Client’s Confidential Information or infringe The Client’s intellectual property.

Each individual who contributes to the creation of a Deliverable on behalf of The Provider hereby waives, to the fullest extent permitted by the Copyright, Designs and Patents Act 1988, any moral rights in that Deliverable, including the right to be identified as author and the right to object to derogatory treatment.

The Client hereby grants The Provider a non-exclusive, royalty-free licence to use, reproduce, and display non-confidential elements of the Deliverables for the purpose of portfolio, marketing, and promotional activities, unless The Client notifies The Provider in writing that it reasonably objects to such use.

5. Maintenance Services Terms

These terms apply where The Client engages The Provider to provide website maintenance services by ordering one of the Maintenance Packages.

5.1. Performance Standards

The Provider will maintain and support the Maintained Websites specified when ordering the Maintenance Package(s).

Additionally, The Provider will:

  • Respond to issues affecting the availability of the Maintained Websites as a matter of priority.
  • Respond to support requests within one Business Day for 'Essential' Maintenance Packages, and within 24 hours for 'Level Up' Maintenance Packages.
  • Do its best to escalate and resolve issues in an appropriate, timely manner.
  • Maintain good communication with the Client Contacts at all times.
  • The Monthly Maintenance Support Hours apply during Business Hours only. Support requests will be handled in a timely manner, and response times will be no longer than one Business Day for 'Essential' Maintenance Packages, and within 24 hours for 'Level Up' Maintenance Packages.
  • The Monthly Maintenance Support Hours are non-refundable. Any unused hours will carry over to the following month, subject to a maximum accumulated balance of three times the monthly allocation under the applicable Maintenance Package. Carried-over hours expire six months after the month in which they were first allocated, and any hours that have not been used by that date shall lapse without refund or credit. For the avoidance of doubt, hours are consumed on a first-in, first-out basis..

5.2. Client Responsibilities

The Client and its End Clients will use the Maintained Websites covered by this contract as intended.

Additionally, the Client Contacts will:

  • Notify The Provider of issues or problems in a timely manner.
  • Provide The Provider with access to software and services for the purposes of maintenance, updates and fault prevention.
  • Keep The Provider informed about potential changes to the Maintained Websites.
  • Maintain good communication with the supplier at all times.

5.3. Out of Scope Support

Additional charges apply for these items:

  • Support outside of Business Hours.
  • Support for issues as a result of changes performed by third parties or The Client above and beyond the balance of the Monthly Maintenance Support Hours.
  • Major breaking software updates including WordPress core or plugin updates that require full re-development of the website or substantial additional development above and beyond the balance of the Monthly Maintenance Support Hours.
  • Additional Development/Feature Requests above and beyond the balance of the Monthly Maintenance Support Hours.
  • Domain name or SSL registration and renewal.
  • Software licenses.
  • Hosting Services.

6. Hosting Services Terms

These terms apply where The Client engages The Provider to provide hosting services by ordering one of the Hosting Packages

6.1. Performance Standards

The Provider shall supply Hosting Services with reasonable care and technical competence, using standard procedures to ensure secure, reliable, and functional hosting.

The Provider shall maintain technical and organisational measures to safeguard data and infrastructure against unauthorised access, loss, or damage.

The Provider shall use reasonable efforts to maintain the availability, performance, and security of the Hosting Services, targeting a monthly uptime of 99% measured across each calendar month, excluding Scheduled Maintenance. The Provider does not guarantee uninterrupted service and shall not be liable for downtime caused by third-party infrastructure providers, Force Majeure Events, or The Client's own actions.

Where The Provider fails to meet the monthly uptime target set out above for reasons within its reasonable control, The Client may request a service credit equal to one day's pro-rata fees for each continuous period of 4 hours of unplanned downtime exceeding the monthly target, up to a maximum credit of one month's Hosting Package fees in any calendar month. Service credits are The Client's sole remedy in respect of availability failures and must be claimed within 30 days of the relevant downtime event via the Client Portal.

The Provider shall use reasonable endeavours to perform and store daily backups of data held within the Hosting Services. Backups will be stored off-site, encrypted at rest, and retained for a rolling period of 7 days. Backups are provided as a recovery aid only and do not constitute a primary data management solution. The Client accepts responsibility for maintaining its own independent backup copies of any critical data and acknowledges that The Provider's backup service is provided on a best-efforts basis without guarantee of completeness or recoverability.

The Provider will provide technical support through the Client Portal. The Provider will respond to all technical support queries within one Business Day during Business Hours. Technical support under a Hosting Package is limited to the provision, configuration, and operation of the Hosting Services themselves. It does not cover website content, application behaviour, design, or development queries, for which The Client may separately purchase Maintenance Services or Professional Services.

The Provider may carry out planned maintenance to the Hosting Services from time to time. Where possible, such maintenance will be scheduled outside of Business Hours and notified to The Client at least 48 hours in advance via the Client Portal or by email. In urgent cases where maintenance is required to protect security or stability, The Provider may carry out emergency maintenance without prior notice and will notify The Client as soon as reasonably practicable thereafter.

6.2. Client Responsibilities

The Client acknowledges that The Provider contracts third-party control panel software and hosting infrastructure providers for the provision of hosting control panels, servers, cloud services, backup and networking services. The Provider disclaims all warranties, whether express or implied, concerning the performance of any third-party services, software, or applications used in connection with the Hosting Services.

Although The Provider may carry out routine backups of data stored on the Hosting Services, The Client accepts full responsibility for maintaining their own backup copies of any critical data stored within the Hosting Services.

The Client must safeguard the confidentiality of its login credentials and ensure that access to the Hosting Services is limited to authorised personnel only.

The Client shall use the Hosting Services lawfully and only for purposes consistent with this Agreement.

Prohibited uses include, but are not limited to:
  • Hosting, storing, transmitting, or distributing content that is illegal, infringing, defamatory, obscene, abusive, or harmful;
  • Sending spam, distributing malware, conducting phishing, or engaging in attacks against networks or systems;
  • Interfering with or disrupting the integrity or performance of the Hosting Services or other users’ systems;
  • Activities that violate UK law, including but not limited to data protection, copyright, cybersecurity, and fraud regulations.

6.3. Right to Terminate

The Provider may suspend or terminate Hosting Services immediately and without notice if The Client: (a) breaches any of the prohibited use provisions set out above; (b) materially breaches any other term of this Agreement and, where such breach is capable of remedy, fails to remedy it within 7 days of written notice from The Provider; (c) engages in any activity that in The Provider's reasonable opinion compromises the security, stability, or legal compliance of the Hosting Services or any third-party systems; or (d) becomes insolvent, enters administration, or is subject to a winding-up order. Where suspension is imposed, The Provider will notify The Client as soon as reasonably practicable and will restore Services promptly upon satisfaction that the relevant breach or risk has been resolved.

6.4. Reporting Abuse

Clients or third parties may report any suspected abuse, misuse, or violations of the Hosting Services by submitting an abuse report to support@unseendigital.com. We aim to handle abuse reports promptly and in any case no longer than five Business Days.

7. Domain Registration Services Terms

These terms apply where The Client engages The Provider to provide Domain Registration Services.

7.1. Nature of Relationship

The Provider offers domain name registration, renewal, and transfer services through Openprovider, an ICANN-accredited registrar. All domain registrations are also subject to Openprovider's Terms and Conditions, and the rules of the applicable registry for each top-level domain. The Client acknowledges that the Provider acts as a reseller of Openprovider's services and not as a registrar in its own right.

7.2. Registrant Agreement

In accordance with ICANN requirements, a registration agreement is required for each domain registration. By placing an Order for Domain Registration Services, The Client confirms that it has read and accepts the applicable registrant terms and that it holds, or is authorised to act on behalf of the entity that holds, the rights to register the relevant domain name. The Client's registration agreement records shall be retained by the Provider for a minimum of two years following the end of the registration period, as required by Openprovider's reseller obligations.

7.3. Renewals and Expiration

Domains must be renewed before their expiration date as recorded in Openprovider's system. The Client acknowledges that this date may differ from the registry-level expiration date for certain top-level domains, particularly country code TLDs, due to registry-specific renewal offsets. The Provider's obligations and the Client's renewal deadlines are governed by Openprovider's expiration date, not the registry date.

Domains registered through the Provider are subject to Openprovider's auto-renewal settings. Where auto-renewal is enabled and the Provider's account balance with Openprovider is sufficient, domains will be automatically renewed on their expiration date for a minimum period of one year. Where auto-renewal is disabled or the account balance is insufficient, the domain will be cancelled on its expiration date. The Client is responsible for ensuring that renewal instructions and payment are provided to the Provider in sufficient time to enable renewal to be processed prior to the expiration date.

The Provider will use reasonable endeavours to issue renewal reminders to The Client in accordance with the ICANN Expired Registration Recovery Policy, which requires notices to be sent approximately 30 days and 7 days before expiration, and promptly after expiration if the domain has not been renewed. It is The Client's responsibility to ensure that accurate and up-to-date registrant contact details are maintained, and the Provider accepts no liability for undelivered renewal notices resulting from incorrect or outdated contact information.

7.4. Non-Refundable Renewals

Once a renewal has been processed by Openprovider and submitted to the registry, it is final and non-refundable. No cancellation or refund will be granted where a domain has been renewed for more years than intended, renewed shortly before transfer to another registrar, or mistakenly renewed after the order has been processed with the registry. The Client should ensure renewal instructions are accurate before submission.

7.5. Post-Expiration and Restoration

Domains that have expired or been cancelled may be eligible for restoration depending on the applicable registry policy. Restoration requests may be submitted via Openprovider's Restore Queue within a registry-defined window. Restoration is subject to additional fees set by the registry, which are non-refundable and will be passed on to The Client at cost. The Provider does not guarantee that a domain can be recovered following expiration and accepts no liability for the permanent loss of a domain name resulting from a failure to renew.

7.6. Refunds and Deletions

The Provider does not issue refunds for domain registrations or renewals once processed with the registry. No refund will be provided for domains deleted following successful registration or renewal, domains transferred to another registrar, domains revoked by the registry or Openprovider due to fraudulent registrant information, suspected abuse, or illegal activity, or domains mistakenly registered or renewed where the order has already been submitted to the registry. Exceptions may be considered on a case-by-case basis at the Provider's sole discretion.

7.7. Frozen or Legally Restricted Domains

In exceptional circumstances, a domain may be subject to a legal hold, court order, or registry-imposed restriction that prevents deletion or expiration. In such cases, and in accordance with Openprovider's Terms and Conditions, renewal fees may be charged by Openprovider regardless of the Provider's or The Client's renewal intentions. The Client accepts that such fees will be passed on to The Client where they arise in connection with domains registered on The Client's behalf.

7.8. Transfers and Cancellation

The Client may request transfer of a domain to another registrar or cancellation before the expiration date, subject to the applicable registry transfer policy and any lock periods in effect. Transfer and cancellation requests must be submitted through the Client Portal. The Provider accepts no liability for delays in transfer processing caused by registry rules, lock periods, or third-party actions outside the Provider's reasonable control.

7.9. Suspension and Cancellation by the Provider

The Provider may suspend, cancel, or decline to renew a domain registration immediately and without notice if required to do so by Openprovider, the applicable registry, or any regulatory authority, or where The Client has breached the terms of this Agreement or the applicable registrant terms. The Provider is not liable for any loss arising from suspension or cancellation carried out in accordance with this clause.

8. Reseller Services Terms

These additional terms apply where The Client resells The Provider's Services to its End Clients.

8.1. Performance Standards

The Provider shall maintain regular contact with The Client Contacts and keep them informed of the performance of the Services.

When reasonably required for the performance of the Services, The Provider may participate in virtual meetings, calls and emails with The Client's End Clients to provide technical support and input.

The Provider may agree to provide White Label Services when requested in writing. Additional fees may apply for the provision of White Label Services, which will be set out in the applicable Accepted Quote.

The Provider will make reasonable endeavours to remain unbranded in any communications to The Client's End Clients during the provision of White Label Services.

For White Label Services, The Provider irrevocably waives its rights under this Agreement to display Deliverables in its marketing materials and to require or request a credit on The Client's website or within Deliverables. The Provider acknowledges that The Client's End Clients must not be made aware of The Provider's involvement unless The Client expressly consents in writing.

The Provider shall not, during the term of this Agreement or for a period of six months following its termination or expiry, directly solicit or approach The Client's End Clients for the purpose of offering services similar to those provided under this Agreement, without the express prior written consent of The Client. This restriction shall not prevent The Provider from responding to unsolicited approaches made directly by End Clients.

8.2. Client Responsibilities

The Client must manage its own relationships and communications with its End Clients. Other than where technical input is reasonably required by The Provider for the performance of the Services, no account management or client-facing services will be provided by The Provider.

The Client shall ensure that its End Clients' use of the Services complies with the relevant terms of this Agreement. The Client accepts responsibility for any breach of this Agreement caused by the acts or omissions of its End Clients as if such breach were its own. For the avoidance of doubt, The Client remains responsible for all terms set out in this Agreement.

The Client acknowledges that White Label Services are an optional arrangement and are not the default basis on which Reseller Services are provided. Where The Client wishes to engage The Provider on a White Label basis, this must be requested in writing prior to commencement of the relevant Services and is subject to the Provider's acceptance.

The Client must not misrepresent the nature of its relationship with The Provider to its End Clients, suppliers, or contacts, including by representing The Provider or The Provider's staff as employees, partners, directors, or agents of The Client.

The Client is responsible for ensuring appropriate data processing agreements are in place with its own End Clients, and that The Provider's data processing agreement as set out in section 15 is applicable only to The Client and not directly to End Clients.

The Client is free to set its own pricing and that The Provider has no visibility of or responsibility for The Client's margin.

The Client is responsible for its own brand and The Provider has no liability for The Client's marketing or representations to End Clients.

For the avoidance of doubt, the liability caps set out in this Agreement apply to The Provider's aggregate liability to The Client in respect of all End Clients collectively and shall not be construed as applying separately in respect of each end client.

9. Charges and Payments

9.1. Fees

The Client agrees to pay The Provider the amounts specified in the applicable Accepted Quote(s) or Order. All fees are stated exclusive of VAT unless otherwise indicated. Where VAT is chargeable, it will be added to invoices at the rate applicable at the time of invoicing. The Provider's VAT registration number will appear on all VAT invoices issued under this Agreement.

9.2 Hosting Services & Domain Registration Services invoices

Invoices for Hosting Services and Domain Registration Services are raised upon ordering, payable in advance and thereafter at the recurring frequency specified in the Order or Accepted Quote. The Provider will issue invoices by email to the billing contact nominated by The Client. It is The Client's responsibility to ensure that billing contact details are kept up to date via the Client Portal. The Provider is not responsible for invoices that are not received due to incorrect or outdated contact details provided by The Client.

9.3. All other invoices

All other Services, including Professional Services, are invoiced in accordance with the payment schedule set out in the applicable Accepted Quote. Where no payment schedule is specified in an Accepted Quote, the full amount shall be due within 30 days of the invoice date.

9.3. Overdue invoices

All invoices are due and payable within 30 days of the invoice date unless a different payment schedule is specified in the applicable Accepted Quote. If any invoice remains unpaid after the due date, The Provider reserves the right to charge interest on the outstanding amount at the rate of 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Interest shall accrue on a daily basis from the due date until the date of actual payment, whether before or after judgment. The Provider also reserves the right to claim reasonable debt recovery costs in accordance with that Act.

If any invoice remains unpaid after its due date, The Provider may, at its discretion, issue written reminders to The Client. If payment is not received within 7 days of that reminder, or if any invoice remains unpaid 30 days after its due date without prior agreement, The Provider may suspend any or all Services until the outstanding balance is settled in full. If an invoice remains unpaid for 60 days after its due date, The Provider may terminate this Agreement by written notice, treating the non-payment as a material breach.

9.4. Changes to fees

The Provider reserves the right to review and adjust the fees for recurring Services, including Hosting Packages and Maintenance Packages. The Provider will give The Client at least 30 days' written notice of any fee increase. If The Client does not wish to continue at the revised rate, it may terminate the affected Services by giving written notice before the new rate takes effect, in which case no termination fee shall apply. Continued use of the Services after the new rate takes effect shall constitute acceptance of the revised fees.

9.5. Invoice disputes

If The Client disputes any part of an invoice in good faith, it shall notify The Provider in writing within 10 days of the invoice date, setting out the basis of the dispute in reasonable detail. The undisputed portion of the invoice remains due and payable by the original due date. The parties shall use reasonable endeavours to resolve the dispute within 14 days of notification. Interest under the Late Payment of Commercial Debts (Interest) Act 1998 shall not accrue on any amount that is genuinely disputed in good faith during the period of dispute resolution, provided The Client has followed the process set out in this clause.

10. Liability and Indemnification

10.1. Professional Services Liability

The Provider's aggregate liability to The Client in respect of any claim or series of related claims arising out of or in connection with Professional Services shall not exceed the total fees paid by The Client under the relevant Accepted Quote in the twelve months preceding the event giving rise to the claim.

10.2. Maintenance Services Liability

The Provider's aggregate liability to The Client in respect of any claim or series of related claims arising out of or in connection with Maintenance Services shall not exceed the total fees paid by The Client for the relevant Maintenance Package in the six months immediately preceding the event giving rise to the claim.

10.3. Hosting Services Liability

The Provider's aggregate liability to The Client in respect of any claim or series of related claims arising out of or in connection with Hosting Services or Domain Registration Services shall be limited to direct losses only and shall not exceed the total fees paid by The Client for the relevant Hosting Package or Domain Registration Services in the three months immediately preceding the event giving rise to the claim. For the purposes of this Agreement, "direct losses" means losses that flow naturally and directly from the breach in question, and excludes any indirect, consequential, or economic losses of any kind.

10.4. General Liability

Neither party shall be liable to the other for any indirect, consequential, special, or incidental loss or damage arising out of or in connection with this Agreement or the Services, howsoever caused, including but not limited to losses arising from downtime, data loss, service interruptions, corruption of data, or failure of third-party systems. This exclusion applies whether or not the party had been advised of the possibility of such losses.

Without prejudice to the generality of the above, neither party shall be liable for any: (a) loss of profits, whether direct or indirect; (b) loss of revenue or turnover; (c) loss of anticipated savings; (d) loss of business opportunity; (e) loss of goodwill or reputation; (f) loss or corruption of data; or (g) wasted management time or staff costs, in each case whether or not such losses were foreseeable or the party had been advised of their possibility.

Nothing in this Agreement shall limit or exclude either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be limited or excluded by applicable law.

10.5. Indemnification

The Provider shall indemnify and hold harmless The Client from and against any third-party claims, damages, costs, and liabilities arising directly out of The Provider's wilful misconduct or fraudulent act. The Provider's indemnity in respect of gross negligence or material breach of this Agreement shall be subject to the liability caps set out above.

The Client shall indemnify and hold harmless The Provider from and against any third-party claims, damages, costs, and liabilities arising out of: (a) The Client's use of the Services in breach of this Agreement; (b) any content, materials, or data provided by The Client that infringes the intellectual property rights or other rights of any third party; (c) The Client's violation of any applicable law or regulation in connection with its use of the Services; or (d) any claim brought by The Client's own customers or end users arising from The Client's acts or omissions.

10.6. Indemnity Insurance

The Provider shall maintain, throughout the term of this Agreement, Professional Indemnity insurance with a reputable insurer at a level of cover appropriate to the nature and scale of the Services provided. The Provider shall provide evidence of such insurance to The Client upon reasonable written request.

11. Force Majeure

If a party is prevented from performing obligations under this Agreement due to a Force Majeure Event, performance standards may be suspended while the event continues. Either party may terminate the Services if the suspension of performance standards lasts more than 30 days.

12. Third Party Rights

No third-party rights are created by this Agreement.

13. Confidentiality

Each party will keep the other's Confidential Information secure and, on request, return or destroy it.

These obligations do not apply to information already known, publicly available, or disclosed by legal requirement.

14. Data Protection

Personal Data will be processed in accordance with the UK GDPR and the Data Protection Act 2018.

The Provider’s Privacy Notice is available here.

15. Data Processing Agreement

15.1. Subject Matter and Duration

This Schedule governs The Provider’s processing of Personal Data on behalf of The Client in connection with the Services. Processing continues only for the duration of the Agreement.

15.2. Nature and Purpose of Processing

The Provider may process Personal Data solely as necessary to deliver the Services described in each Accepted Quote or Order, including development, maintenance, support, hosting, administration or related technical work.

15.3. Types of Personal Data / Categories of Data Subjects

Personal Data may include names, email addresses, user account details, behavioural or usage data, or any other data supplied or stored within systems controlled by The Client. Data Subjects may include the Client’s customers, users, employees, or contractors.

15.4. Role of the Parties

The Client is the Data Controller. The Provider is the Data Processor.

15.5. Provider Obligations

The Provider shall:

  • Process Personal Data only in connection with the Services engaged by The Client;
  • Ensure persons with access to Personal Data are under confidentiality obligations;
  • Implement reasonable technical and organisational measures to protect Personal Data;
  • Notify The Client without undue delay if it becomes aware of a Personal Data Breach;
  • Assist The Client, where reasonable, with data subject requests and compliance obligations;
  • Delete or return Personal Data to The Client at the end of the Agreement, unless required to retain it by law.

15.6. Sub-Processors

The Provider may use sub-processors as needed to perform the Services. The Provider will ensure such sub-processors are subject to data protection obligations no less protective than those in this Agreement, and remains liable to the Client for their acts and omissions. The Client may request a current list of sub-processors at any time.

15.7. International Transfers

The Provider shall not transfer Personal Data outside the UK without ensuring appropriate safeguards are in place in accordance with UK GDPR.

15.8. Client Responsibilities

The Client shall ensure it has all necessary rights to provide Personal Data to The Provider and shall comply with all applicable data protection laws.

15.9. Audit

Upon reasonable notice, The Provider shall make available information necessary to demonstrate compliance with this Schedule. Any audits shall be limited to documents relevant to this Agreement and conducted in a manner that avoids disruption to The Provider’s business.

16. Amendment

We may review and update this Agreement from time to time with written notice via email to ensure continued compliance with the law and best practice. This may be necessary, for example, if the law changes, or if we change our business in a way that affects this Agreement.

Notice of any changes will be provided in writing by email and deemed received 2 days after sending. By continuing to engage our Services for 30 days after receiving notice of changes you will be deemed to have accepted the amended terms of the Agreement

17. Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

18. Dispute Resolution

If any dispute arises out of or in connection with this Agreement, the Parties shall first seek to resolve it through good faith negotiations.

If the dispute cannot be resolved through negotiation, The Client and The Provider agree that it shall be settled by arbitration in accordance with English law.

19. Notices

Notices must be in writing by email or by recorded delivery to the party’s address. Posted notices are deemed received 2 days after posting.

20. Governing Law

This Agreement is governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.

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